Sacramento City Council
November 14, 2023

City of Sacramento
City Council - 5PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2023-01363 11/14/2023 Consent Item 50.

Agreement with IPS Group, Inc. for the Purchase of Parking Meter Maintenance, Services, and Parts [2/3 Vote Required] [Published for 10-Day Review 11/03/2023] File ID: 2023-01363
Location: Citywide
Recommendation: Pass a Motion: 1) determining it is in the best interest of the City to suspend competitive bidding; 2) suspending competitive bidding; and 3) authorizing the City Manager or the City Manager’s designee to execute a contract with IPS Group, Inc. for the purchase of parking meter parts and services for a not-to-exceed amount of $8,966,162 for a period of two years, with three one -year options to extend the agreement provided that sufficient funds are available in the budget adopted for the applicable fiscal year.

Contact: Voltaire Villaverde, Operations General Supervisor, [email protected], (916) 808-3501; Matt Eierman, Director of Public Works, (916) 808-5849, [email protected], Department of Public Works
Presenter: None.

Attachments:
1-Description/Analysis
2-Agreement
Description/Analysis
Issue Detail: On November 5, 2013, the City Council awarded City Agreement No. 2013-1069 (“Agreement”) to IPS, Group Inc. (“IPS”) to provide ongoing maintenance, services, and parts for 6,000 new IPS single-space parking meters to be installed throughout the City. The term of the original Agreement was for a period of five years with five one-year extended term options. The not-to -exceed amount for the first initial five-year term of the Agreement was $4,076,625.

In August 2015, the not-to-exceed amount of the Agreement was increased by $44,300, from $4,076,625 to $4,120,925, to expand payment options by adding mobile payment services for monthly e-permits and hourly parking at City managed or owned parking lots and for on-street parking meters.

File ID: 2023-01363 11/14/2023 Consent Item 50.

In 2016 the Council approved redirecting funding for 1,500 single-space parking meters that had yet to be installed and to apply that funding towards the purchase of parking meter sensors that would allow implementation of the City’s tiered parking meter pricing program. In some locations of the City, the Parking Services Division has transitioned from single-space parking meters to multi-space parking meters, the City currently has about 4,300 single-space parking meters installed.

In 2019, the City Council approved $5,569,841 in additional funding for the remaining extended term options which would last through June 30, 2023. This increased the total not-to-exceed amount of the Agreement to $9,690,766.

To continue maintaining IPS parking meters and providing mobile payment services, the Parking Services Division is recommending approval of a new agreement for maintenance, services, and parts with IPS for a not-to-exceed amount of $8,966,162 and for a period of two years, with three one -year options to extend the agreement. Although the useful life of the city’s current inventory of IPS single-space parking meters is expected to be at least an additional five years, the proposed agreement will be structured so the City can evaluate its needs on a year-to-year basis.

The proposed agreement is needed to provide funding for replacement parts such as batteries, vault doors, internal mechanisms, and sensors. It will also provide funding for payment gateway fees, communication fees, licensing, and transaction fees, all of which are on-going service fees required to operate the City’s meters. Of the $8,966,162 not-to-exceed amount, approximately $2.1 million is projected to be spent on reimbursable expenses paid by parking fees.

Policy Considerations: The recommendations in this report are in accordance with: 1) Sacramento City Code Chapter 3.04.020 regarding agreements involving income or expenditure of $250,000 or more; 2) Sacramento City Code Section 4.04.020 and Council Rules of Procedure (Chapter 7, Section E.2.d) mandate that unless waived by a 2/3 vote of the City Council, all labor agreements and all agreements greater than $1,000,000 shall be made available to the public at least ten (10) days prior to council action; 3) City Code Chapter 3.56 regarding the purchasing of supplies and nonprofessional services; 4) City Code Section 3.56.230(C) allowing the City Council to suspend competitive bidding when, by a two-thirds vote, the City Council finds that it is in the best interests of the City to suspend; and 5) supports the Central City Parking Master Plan goal to make parking safe, secure, attractive, and convenient. This item was published for 10-Day review on November 3, 2023, in compliance with City Code.

Economic Impacts: Not applicable.

Environmental Considerations:

California Environmental Quality Act (CEQA): The recommended activities specified in this report do not constitute a project under the California Environmental Quality Act (CEQA)

File ID: 2023-01363 11/14/2023 Consent Item 50.
because the activities amount to continuing administrative activities under CEQA Guidelines section 15378(b)(2). Additionally, the activities are exempt from CEQA because it can be seen with certainty there is no possibility the activities in question will cause a significant impact on the environment pursuant to CEQA Guidelines section 15061(b)(3).

Sustainability: Not applicable.

Commission/Committee Action: Not applicable.

Rationale for Recommendation: The Parking Services Division currently has about 4,300 IPS single-space parking meters installed throughout the City. As required by Sacramento City Code

10.40.130, fees collected from parking meters are used to cover the cost of the supervision, inspection, installation, maintenance, control, and use of the parking spaces and regulating parking of vehicles in the parking meter zones. Over the next five years, it is projected the City’s parking meters will generate close to $56 million in revenue.

To keep its current parking meter inventory operating effectively, staff recommends suspension of competitive bidding for the as-needed purchase of maintenance, services and parts associated with the IPS parking meters. IPS is the only suitable and acceptable source for such parking meter goods and services because the items cannot be purchased from other vendors and similar items are not compatible with existing parking meter inventories. Accordingly, a contract with IPS for purchase of parking meter maintenance, services, and parts is in the best interests of the City because such a contract will enable the City to adequately maintain its existing inventory of parking meters currently deployed throughout the city.

Financial Considerations: Staff projects maintenance, service and parts expenditures will not exceed $8,966,162 during the total five-year term of the agreement.

Equipment (batteries, vault doors, internal mechanisms, sensors, etc.) $2,471,302 Service Fees (gateway, credit card transaction, data reporting, permit processing, meter reservation, etc.) $6,014,860
Outstanding invoices (7/1/23-11/30/23) $480,000
Total $8,966,162 There is sufficient funding available in the Fiscal Year (FY) 2023/24 Department of Public Works, Parking Services Division’s operating budget (General Fund, Fund 1001) for the non-professional services agreement with IPS for the as-needed purchase of maintenance, services, and parts.

Extension of the services agreement in succeeding years shall be subject to funding availability in the adopted budget of the applicable fiscal year.

Local Business Enterprise (LBE): Not applicable.

CONTRACT ROUTING SHEETContract Cover/Routing Form: Must Accompany ALL Contracts; however, it is NOT part of the contract.General Information (Required)Original Contract # (supplements only): ________ Supplement/Addendum #: ___________________Assessor’s Parcel Number(s): ________________________________________________________________Contract Effective Date: _________ Contract Expiration Date (if applicable): _________$ Amount (Not to Exceed): ______________________ Adjusted $ Amount (+/-): _____________________Other Party: ______________________________________________________________________________Project Title: _____________________________________________________________________________Project #: ____________________________________ Bid/RFQ/RFP #: ___________________________City Council Approval: if YES, Council File ID#: __________Contract Processing ContactsDepartment: ______________________________Contract Coordinator: _______________________Project Manager: _________________________________Department Review and Routing(Signature) (Date)(Signature) (Date)(Signature) (Date)(Signature) (Date)Special Instruction/Comments (i.e. recording requested, other agency signatures required, etc.)_______________________________________________________________________________________------------------FOR CLERK & IT DEPARTMENTS ONLY – DO NOT WRITE BELOW THIS LINE------------------ 12/01/2023$8,966,162IPS Group, Inc.Parking Meter Supplies and Services Agreement2023-01363Voltaire VillaverdePaul Sheridan [email protected] Works Form Approved by City Attorney 9-1-2020 Page 1
CONTRACT #: CONTRACT NAME: Parking Meter Supplies and Services Agreement CONTRACT PROJECT #: 15001531 DEPARTMENT: Public Works DIVISION: Parking Services CITY OF SACRAMENTO NONPROFESSIONAL SERVICES AGREEMENT THIS CONTRACT is made at Sacramento, California, by and between the CITY OF SACRAMENTO, a charter city and municipal corporation (“CITY”), and IPS Group, Inc. 7737 Kenamar Ct., San Diego, CA 92121(“Contractor”), as of the Effective Date, as defined below. The City and Contractor agree as follows: 1.Effective Date. This Contract shall be effective December 1, 2023. 2.Contract Documents. This Contract includes each of the following documents, which are attached or incorporated by this reference (referred to collectively as the “Contract Documents”): Invitation to Bid, Request for Qualifications, or Request for Proposals, and any Addenda Exhibit A – Scope of Work Exhibit B – Payment Exhibit C – Insurance Exhibit D – General Conditions Purchase Orders If there is a conflict between the terms and conditions of any document prepared or provided by the Contractor and made a part of this Contract and the other terms or conditions of the Contract, the other terms and conditions of the Contract control. 3. Services. Subject to the terms and conditions set forth in this Contract, Contractor shall provide to City the non-professional services described in Exhibit A (“Services”). Contractor will not be compensated for non-professional services outside the scope of Exhibit A (“Additional Services”) unless, before providing Additional Services: (a) Contractor notifies City and City agrees that the Additional Services are outside the scope of Exhibit A; (b) Contractor estimates the additional compensation required for these Additional Services; and (c) City, after notice, approves in writing a Supplemental Contract specifying the Additional Services and the amount of additional compensation to be paid Contractor.

Form Approved by City Attorney 9-1-2020 Page 2
City will have no obligations whatsoever under this Contract or any Supplemental Contract, unless and until this Contract or any Supplemental Contract is approved by the City as required by the Sacramento City Code. As used in this Contract, the term “Services” includes both Services and Additional Services as applicable. 4.Payment. City shall pay Contractor at the times and in the manner set forth in Exhibit B. Contractor shall submit all invoices to City in the manner specified in Exhibit B. 5.Facilities and Equipment. Except as set forth below, Contractor shall, at its sole cost and expense, furnish all facilities and equipment required for Contractor to perform this Contract. City shall furnish to Contractor only the facilities and equipment listed below, if any. 6. Insurance. Contractor shall, at its sole cost and expense, maintain the insurance coverage described in the attached Exhibit C. 7. General Conditions. Contractor shall comply with the terms and conditions set forth in the attached Exhibit D. 8. Non-Discrimination in Employee Benefits. This Contract may be subject to Sacramento City Code chapter 3.54, Non- Discrimination in Employee Benefits by City Contractors. A summary of the requirements, entitled "Requirements of the Non-Discrimination in Employee Benefits Code (Equal Benefits Ordinance),” can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances. Contractor acknowledges and represents that Contractor has read and understands the requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.54. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor's violation of Sacramento City Code chapter 3.54 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies. 9. Living Wage. This Contract may be subject to Sacramento City Code chapter 3.58, Living Wage. A summary of the requirements, entitled "Living Wage Requirements", can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances. The Living Wage Ordinance is applicable to certain contracts with the City in an amount of $250,000 or more (either initial value or total value after amendment) or if the total value ofall Contractor's contracts with the City is $250,000 or more over a 12-month period. Contractor acknowledges and represents that Contractor has read and understands the requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.58. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.58 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.58.

Form Approved by City Attorney 9-1-2020 Page 3
Contractor's violation of Sacramento City Code chapter 3.58 constitutes a material breach ofthis Contract, for which the City may terminate the Contract and pursue all available legal andequitable remedies. In addition, for Services that constitute "Public Works" under California Labor Code Section 1720 et seq., if both prevailing wage and living wage requirements apply, Contractor shall pay the higher of the two rates. 10. Considering Criminal Conviction Information in the Employment Application Process. This Contract may be subject to the requirements of Sacramento City Code chapter 3.62, Procedures for Considering Criminal Conviction Information in the Employment Application Process. A summary of the requirements, entitled “Ban-The-Box Requirements,” can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances. The Ban-The-Box Requirements are applicable to certain contracts with the City in an amount of $250,000 or more (either initial value or total value after amendment) or if the total value of all Contractor's contracts with the City is $250,000 or more over a 12-month period. Contractor acknowledges and represents that Contractor has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.62. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.62 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.62. Contractor's violation of Sacramento City Code chapter 3.62 constitutes a material breach of thisContract, for which the City may terminate the Contract and pursue all available legal andequitable remedies.11. Local Business Enterprise Program. The Local Business Enterprise Program Participation Requirements ("LBE Participation Requirements") are applicable to this Contract. A summary ofthe requirements, entitled "LBE Participation Requirements," can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances. Contractor acknowledges and represents that Contractor has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.60. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.60 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.60. Contractor's violation of Sacramento City Code chapter 3.60 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.

Form Approved by City Attorney 9-1-2020 Page 4

12. Authority. The person signing this Contract for Contractor represents and warrants that he or she has read, understands, and agrees to all the Contract terms and is fully authorized to sign this Contract on behalf of the Contractor and to bind the Contractor to the performance of the Contract’s obligations. [Signatures Page Following Exhibits] Form Approved by City Attorney 9-1-2020 Exhibit A - Page 1 EXHIBIT A SCOPE OF SERVICES 1. Representatives. The CITY Representative for this Agreement is: Parking Services Manager 300 Richards Blvd. Sacramento, CA 95811 916-808-5110 The CONTRACTOR Representative for this Agreement is: Chad P. Randall, Chief Executive Officer 7737 Kenamar Ct., San Diego, CA 92121 Phone: 858-404-0607 [email protected] Unless otherwise provided in this Contract, all Contractor questions and correspondence pertaining to this Contract must be addressed to the City Representative. All City questions and correspondence must be addressed to the Contractor Representative. 2. Scope of Services. Contractor shall provide Services to City as set forth in Attachment 1 to this Exhibit A. 3. Time of Performance. The Services described in this Contract shall be provided for a period of two years Commencing December 1, 2023 and expiring November 30, 2025. The City may extend this Contract for up to three additional one-year terms, for a maximum five-year term. Contractor shall provide the Services in accordance with any schedule in Attachment 1 to this Exhibit A. Contractor shall immediately notify the City if Contractor is unable to perform Services in compliance with this Contract. 3Sacramento, CA | Scope of Work
SCOPE OF WORK: PRODUCTS & SERVICES

4 Sacramento, CA | Scope of Work
PERMIT MANAGEMENT SYSTEMIPS will provide the CITY OF SACRAMENTO with a complete Permit Management Solution via a web-based system available 24/7. The Permit Management Solution will include both a public-facing portal as well as an administrative management portal. The CITY OF SACRAMENTO will be responsible for completing a permit system setup document along with providing basic contact information, users, and logos/graphics for the public portal. Permit lists and rules will be determined as needed. ONLINE PAYMENTS IPS will set up the online permit portal and it will be configured to accept payments for all first-time and ongoing permit holders. The payment portal will allow for the following credit cards: VISA, MasterCard, Discover, and American Express through the IPS PCI Level 1 compliant credit card gateway. The CITY OF SACRAMENTO will be responsible for providing the merchant account. The CITY OF SACRAMENTO must provide a VAR sheet specific for permit payments. The CITY OF SACRAMENTO will be responsible for gateway fees. LEGACY DATA CONVERSION IPS will NOT be providing a conversion of existing permit data from ParkMobile. IPS and the CITY OF SACRAMENTO will work out a schedule to phase all client locations over the course of the implementation. All current permit holders will be required to create an account in the IPS Permit Management System. INTEGRATIONS IPS will configure the following third-party integrations with the Permit Management System. Genetec Mobile LPRDuncan Handheld EnforcementFor both integrations, IPS will provide permit data each vendor for the relevant locations. 5 Sacramento, CA | Scope of Work
CLIENT SUPPORTIPS understands that ongoing support is a critical element of any successful project and the basis of a long-term partnership. IPS is uniquely positioned to provide support services that will translate into the most responsive and comprehensive service offering available. The CITY OF SACRAMENTO’s designated Client Success Team will include a Client Support Manager who understands all the intricacies of your project. The CITY OF SACRAMENTO will receive all the following support: 24/7 Telephone Help Desk & Ongoing Support: Client service resources with in-depth systemknowledge around the clock to ensure you get what you need, fast. Our team of experts isavailable via a telephone-based help desk during normal business hours from 8 a.m. to 5 p.m.Pacific Time, Monday through Friday. IPS will also provide after-hours / emergencytechnical support to maintain constant coverage. Upon execution of the contract, IPS willprovide contact information for all IPS senior staff. IPS Client Services can be reached toll-freeat (858) 568-7648, or at City of [email protected] for non-emergencies.Online Support and RMA Process (Meters): Online assistance and RMA management fromone easy-to-use portal. The Data Management System (DMS) can be used to submit and trackhelp tickets. (https://sso.ipsmetersystems.com). In the rare event that the meter cannot berepaired by your technician, the equipment will need to be returned to our RMA Department,and updates can be monitored online, at any time. For equipment under warranty, IPS will paythe shipping costs to return the equipment to IPS’ location and the cost to ship it back to theCITY OF SACRAMENTO. If the equipment is not under warranty, the CITY OF SACRAMENTOwill have to pay to ship the equipment (both ways).Live Chat Capabilities (Enforcement): The Enforcement Management System features LiveChat in addition to service by phone.User Manuals and Training Materials: The DMS and EMS provide online help tools includingproduct manuals, FAQs, “how-to” training videos, and more. These tools are accessible onlinefor authorized CITY OF SACRAMENTO users.Technical Resources: As both the designer and manufacturer of its smart parking technology,IPS will designate technical resources including a team of hardware/software engineers,database administrators, and web/data-integration engineers for additional support.Personalized Follow-Up Meetings: Once implementation is complete, a conference callbetween the CITY OF SACRAMENTO and the IPS Project Team will be held to discuss thewrap-up of the implementation and ensure all project criteria have been met and accepted bythe CITY OF SACRAMENTO. IPS Account Managers will host periodic check-in meetings canto discuss progress or additional concerns as needed. 6 Sacramento, CA | Scope of Work
TRAINING IPS will provide all necessary training (onsite or remote) as required including additional and customized sessions before and after deployment. Additionally, IPS will provide multiple trainers if necessary. As new features are deployed, additional training sessions will be established at mutually agreeable times to provide updates and refresher training. The following pages include IPS’ standard training subjects that are included for the CITY OF SACRAMENTO’s training. PERMIT MANAGEMENT SYSTEM TRAININGTRAINING SUBJECT: PERMIT MANAGEMENT SYSTEM ElementDescriptionSubject Matter To introduce Agency staff to the Permit Management System used to issue and manage permits. Training includes reviewing permit data, issuance, management, payments, communications, and reporting. Training includes an overview of the various system functions related to changes and updates. Session also includes FAQs and Q&A sessions.Primary Audience Staff / Supervisors Training Hours per Student 1-2 hours per sessionStudents Eligible to Train No limit to number of total students Proposed Schedule During and post-installation Location of Training TBD by CITY OF SACRAMENTO Training Provided By IPS Support Team 7 Sacramento, CA | Scope of Work
IMPLEMENTATION TIMELINEThe target timeline listed below is relative to the Notice to Proceed (“NTP”) that the CITY OF SACRAMENTO will give to IPS upon receipt of a fully executed contract. Many of these activities happen in parallel. Below is a standard installation/implementation timeline. TASK Phase I: Contract & Negotiations Timeline Notes Develop & Finalize ScopeIn ProgressFinal documents, legal review, approvals & signature 5-10 Days from NTPExecute Contract 3-5 Days from Submission**Pending successful legal reviewby both parties. Order Processed & Kick-off Call Setup 1-3 Days from ContractExecution PHASE II: Project Initiation Timeline Notes Timeline and Schedule Development 10-15 Days AROBi-weekly Project Call Set UpScope ReviewKey Points-of-ContactsPHASE III: Configuration Timeline Notes Outline Implementation Process & Timelines 15-30 DaysReview Permit Types, Rates, and Rules 15-30 DaysPTMS Account & User Setup 30-45 DaysSetup Merchant Account 30-45 DaysIntegration Review and Configuration 30-45 DaysPHASE IV: Training Timeline Notes Permit Management System (PTMS) 45-60 Days & OngoingPHASE V: Go-Live Timeline Notes Final System Review60-90 DaysSystem Modifications & Final Edits60-90 DaysTransaction & Integration Testing 60-90 DaysSystem Go-Live 90 Days

Form Approved by City Attorney 9-1-2020 Exhibit B - Page 1 EXHIBIT BPAYMENT 1. Contractor’s Compensation. The total of all fees paid to the Contractor for the provision of Services as set forth in Exhibit A, including any authorized reimbursable expenses, shall not exceed the total sum of $ 8,966,162. The payments specified in this Exhibit B shall be the only payments made to Contractor unless the City approves a Supplemental Contract. 2. Pricing. Contractor shall be paid as set forth in Exhibit A or Attachment 1 to this Exhibit B and any applicable special provisions included in the request for bids or proposals. If there is a conflict between Exhibit A or Exhibit B and the Special Provisions, Exhibit A or Exhibit B controls. 3. Contractor’s Reimbursable Expenses. “Reimbursable Expenses” are limited to actual expenditures of Contractor for expenses that are necessary for the proper satisfaction of the Contract and are only payable if specifically authorized in advance in writing by the City.4. Miscellaneous Charges. No additional charges will be allowed unless specified in the Contract, including charges for transportation, fuel, containers, packing, or disposal. 5. Payments to Contractor. Contractor is responsible for supplying all documentation necessary to verify invoices to the City’s satisfaction. A. Payment terms are NET 30 days, unless the Contractor offers a prompt payment discount that was accepted by the City or as otherwise stated in this Contract. Any prompt payment discounts will be computed from the date of acceptance by the City, or from the date an invoice is received, whichever occurs later. B. Invoices must be submitted to either of the addresses specified below. (1) Email. Submit email invoices and any attachments to: [email protected] (2) Postal Mail. If emailing is not an option, mail to: A/P Processing CenterCity of Sacramento915 I Street, Floor 4 Sacramento, CA 95814-2608C. All invoices submitted by CONTRACTOR must contain the following information:(1) Job/Project Name(2) CITY’s current Purchase Order Number(3) Contractor’s Invoice Number(4) Date of Invoice Issuance(5) Work Order Number (if applicable)(6) CITY representative identified on the Purchase Order (7) Contractor’s remit address

Form Approved by City Attorney 9-1-2020 Exhibit B - Page 2 (8) Itemized description of items billed under Invoice(9) Itemized description of all authorized Reimbursable Expenses(10) Itemized description of all applicable taxes (sales, use, excise, etc.)(11) Amount of Invoice (itemize all authorized Reimbursable Expenses) (12) Total Billed to Date under Contract (if applicable) D. Items must be separated into Goods, Services, and Reimbursable Expenses. All applicable sales, use, excise, or similar taxes, including federal excise tax, must be itemized separately on the invoice. Invoices that do not conform to the format outlined above will be returned to Contractor for correction. City is not responsible for delays in payment to Contractor resulting from Contractor’s failure to comply with the invoice format described above. E. For Goods only, a bill of lading number and weight of shipment will be shown for shipments on the Government Bill of Lading. F. Unless otherwise specified in this Contract, partial payments will not be made by the City and payment will not be due until the completion of the Goods order. No payment precludes the City’s right to inspect. Requests for payment status should be addressed to the City Representative for this Contract. 6. Additional Services. Additional Services shall be provided only when a Supplemental Contract authorizing the Additional Services is approved in writing by the City in accordance with the City’s contract amendment procedures. The City reserves the right to perform any Additional Services with its own staff or to retain other contractors to perform the Additional Services. 7. Accounting Records of Contractor. During performance of this Contract and for a period of three years after completion of performance, Contractor shall maintain all accounting and financial records related to this Contract, in accordance with generally accepted accounting practices, including records of Contractor’s costs for performance under this Contract and records of Contractor’s Reimbursable Expenses. Contractor shall keep and make records available for inspection and audit by representatives of the City upon reasonable written notice. 8. Tax Payments. Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractor’s compensation hereunder, including estimated taxes, and shall provide CITY with proof of the payment upon request. Contractor hereby agrees to indemnify CITY for any claims, losses, costs, fees, liabilities, damages or injuries suffered by CITY arising out of Contractor’s breach of this section. 9. Public Works Requirements. [To be completed by the City Representative:] The services provided under this Contract include [check one if applicable]: ________ Construction work in an amount exceeding $25,000;

Form Approved by City Attorney 9-1-2020 Exhibit B - Page 3 ________ Land Surveying, material testing, or inspection services provided for a City construction project during the design, pre-construction, construction, or post-construction phases of the project; or ________ Alteration, demolition, repair, or maintenance work in an amount exceeding $15,000. If any of the lines is checked above, this Contract includes “Public Work” under the California Labor Code and is subject to the following requirements: A. Payment of Prevailing Wages: Contractor and any subcontractor(s) performing any Public Work shall comply with the provisions of Sacramento City Code section 3.60.180 and applicable provisions of the California Labor Code, which require, among other things, that Contractor and all subcontractors pay not less than the prevailing rate of wages, as determined by the Director of the California Department of Industrial Relations (“DIR”) in accordance with California Labor Code section 1773. Contractor and every subcontractor shall maintain payroll records and submit certified payrolls and other labor compliance documentation electronically when and as required by CITY. In addition, Labor Code Section 1771.4 requires the Contractor and any subcontractor performing any Public Work to furnish electronic payroll records directly to the Labor Commissioner. Contractor shall include these requirements in every subcontract. This Agreement is subject to compliance monitoring and enforcement by the DIR, as specified in California Labor Code section 1771.4. The Contractor and any subcontractor will be subject to withholding and penalties for violation of prevailing wage requirements in accordance with applicable law, including Labor Code Sections 1726, 1741, 1771.5, and 1775, and City Code Section 3.60.180. Questions regarding the City’s Labor Compliance Program should be directed to the City Representative. B. DIR Registration: California Labor Code Section 1725.5 requires the Contractor and all subcontractors performing Public Works services to be currently registered with the DIR, as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal (subject to the requirements of Section 4104 of the California Public Contract Code), or engage in the performance of any contract for Public Work, unless currently registered and qualified to perform Public Work in accordance with California Labor Code Section 1725.5. Further information can be found on DIR’s website at http://www.dir.ca.gov/Public-Works/Contractors.html. The above summary is provided solely for informational purposes and does not in any way affect the Contractor’s and subcontractors’ obligation to comply in all respects with all other applicable laws and regulations. The Contractor shall disseminate these provisions to all subcontractors. Before the performance of work by Contractor or any subcontractor(s) under this Contract, Contractor shall furnish Contractor’s and any subcontractors’ current DIR registration number(s). The Contractor’s current DIR registration number and the

Form Approved by City Attorney 9-1-2020 Exhibit B - Page 4 current DIR registration number of all subcontractors will be listed on the Subcontractor and LBE Participation Verification Form, incorporated herein.C. Workers’ Compensation Certification. In accordance with California Labor Code Section 1861, by signing this Contract, Contractor acknowledges and represents that Contractor is aware of the provisions of section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and that Contractor will comply with the provisions of the Labor Code before commencing performance under this Contract.D. Apprentices. If this Contract is for the performance of any Public Work, and the amount of the Contract is $30,000 or more, the Contractor and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.190, Section 1777.5 et seq. of the California Labor Code, and implementing regulations set forth in Title 8 of the California Code of Regulations, governing the employment of apprentices. The Contractor and any subcontractors performing Public Work will be subject to penalties for apprenticeship violations in accordance with Labor Code Section 1777.7.E. Working Hours. If this Contract is for the performance of any Public Work, Contractor and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.180 and California Labor Code Section 1810 et seq., governing the working hours of employees performing Public Work. F. Failure to Comply with Labor Compliance. If all applicable labor compliance requirements are not met, the City will have the right to withhold or reject a payment request and/or invoice, in whole or in part, without in any way relieving Contractor or its subcontractors of any obligations under this Contract. G. Subcontractors. The Contractor shall include these provisions A through F in every subcontract or sub-agreement for any subcontractors performing work under this Contract.

2023 STANDARD MUNICIPAL PRICE LIST SINGLE-SPACE AND SENSORS CAPITAL AND ONGOING COSTS M5™ Capital Costs New Factory Certified* M5™ IPS Credit Card-Enabled Single-Space Meter (12-month warranty, NFC contactless, RFID tag) Quantity 0-500 $505.00 $395.00 M5™ IPS Credit Card-Enabled Single-Space Meter (12-month warranty, NFC contactless, RFID tag) Quantity 501-1000 $505.00 $375.00 M5™ IPS Credit Card-Enabled Single-Space Meter (12-month warranty, NFC contactless, RFID tag) Quantity 1000+ $495.00 $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™ Parking as a Service Price per unit Parking a™ IPS Credit Card-Enabled Single-Space Meter (Includes limited warranty, 4G wireless, NFC contactless payment, RFID tag) – per meter per month $1.00 ™ IPS Credit Card-Enabled Single-Space Meter (Includes 5 Year limited warranty, 4G wireless, NFC contactless payment, RFID tag) – per meter per month$5.00Shipping (Ex Works – to be quoted based on ship to zip code) TBQInstallation (to be quoted based on scope) TBQ M5™ Ongoing Fees Option 1 Option 2 Secure Wireless Gateway/Data Fee and Meter Management System Software License Fee (per meter per month) $6.25 $8.75 Secure Credit Card Gateway Fee (per transaction) $0.13 $0.06 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 Price per unitIn-Ground Vehicle Detection Sensors (includes 12-month warranty) $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 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 M5™ Spare Part Pricing M5™ Single Space Electronic Meter Mechanism $535.00 Card Entry Keypad Assy $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 (H3) $42.00 M5 Battery Pack (H5) (available on the 147/247 models only) $55.00 Solar Panel / Communications Board $185.00 Main Board $185.00 Display Board $95.00 Display Board with NFC $145.00 BLE Beacon Upgrade $65.00 RFID Tag $10.00 MK5 Batter Charger (daisy chain charging unit) $125.00 Card Reader Cleaning Card featuring Waffletechnology® (40) per box $54.00 Sensor Spare Part Pricing In-Dome PoleIPS vehicle detection sensor $275.00 $275.00 Battery Replacement (per D-cell) $20.00 $20.00NOTE: This pricing is FOB, IPS Group, San Diego, CA. Sales 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 for All Items Consumer Price Index for All Urban Consumers (CPI-U) 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.

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 $6,950.00 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 $6,450.00 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+ $5,850.00 IPS Upgrade Kit Pay Station – Pay and Display, Pay-by-Space, or Pay-by-Plate (Solar powered, Includes 12-month warranty) $2,950.00 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: Contactless Card Reader (NFC) $399.00 Optional: Add for Bill Note Acceptor (BNA) and 1 Stacker $1,500.00 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 / $0.06 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 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 for All Items Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average compounded annually.

SPARE PARTS MS1™ & MS3™ Spare Parts Price Per Unit: MS3™ Standard Card Reader Assembly $149.00AC power upgrade kit $150.00Coin 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) 1,100.00Armored Display Glass $135.00Thermal 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 $195.00 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)* $1,500.00Additional 600 note stacker cartridge* $255.00 NOTE: This pricing is FOB, IPS Group, San Diego, CA. Sales taxes and shipping charges will be added to the final invoice. IPS shall have the right to adjust Agreement pricing due to increases in Inflation as published by the US Bureau of Labor Statistics for All Items Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average compounded annually.

METER HOUSINGS & COLLECTION EQUIPMENT METER HOUSINGS & ACCESSORIES Product/ServicePrice per unitIPS Zinc top over Iron Vault-M90 style (large vault, std. IPS locks, black/grey color) $275.00 IPS All Iron -M95 style (large vault, std. IPS locks, black/grey color) $275.00 Vault Door Assembly w/Electronic Lock-Large Vault Color: RAL 7022 $300.00 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$85.00 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 e-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. TBQ 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 have the right to adjust Agreement pricing due to increases in Inflation as published by the US Bureau of Labor Statistics for All Items Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average compounded annually. MOBILE PAYMENTS 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 TBQOn-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 Fees Secure Credit Card Gateway / Convenience Fee (per transaction)* $0.35Optional: 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 shall be deposited with the client and invoiced monthly. Alternative, 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 3RD PARTIES Product/Service Price per unit Implementation with 3rd 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 3rdparty that charges IPS for integration services will be passed along to the client. NOTE: This pricing is FOB, IPS Group, San Diego, CA. Sales 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 for All Items Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average compounded annually REPLACEMENT PARTS & REPAIR SERVICES 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) 630-6638 or (858) 404-0607) or email ([email protected]). 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 Single Space M3 ™ Non-Warranty repair work (includes parts/labor) $125.00 + shipping Single Space M5™ Non-Warranty repair work (includes parts/labor) $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. $950/day + parts Shipping costs for any of the above shall be added to the final invoice NOTE: This pricing is FOB, IPS Group, San Diego, CA. Sales 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 for All Items Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average compounded annually. ON-SITE MAINTENANCE SERVICES IPS can offer on-site technician services either part-time or on a full-time basis. The costs of the services are outlined below: Item Units Unit Price Part-Time IPS Technician Per day $950/technician/day Full-Time IPS Technician Per month TBQ based on the scope of services. Would be inclusive of technician and IPS vehicle.

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 RFID 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.

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 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 sub-component 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.

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 may be 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.

ENFORCEMENT/PERMITTING SYSTEMS The IPS Mobile Enforcement Application is available on both Android and iOS operating systems. IPS can also utilize existing Android and/or iOS devices or supply new ones as presented below. Select from a 1-piece or 2-piece handheld option. Citation paper roll pricing is subject to final volume, approval of artwork design, and layout. All hardware and paper pricing is valid for 30 days and is subject to change based on availability. Pricing does not include any applicable shipping or sales tax. HANDHELD DEVICE AND HARDWARE Lease Package Option Platinum 1-piece Two Technologies XF Mobile Enforcement Device with built in printer OR 2-piece Android / iOS Mobile Enforcement Smart Device with 3” Bluetooth Printer X Mobile Enforcement Application X Remote Management Suite X Comprehensive Phone Support X General Maintenance X Data Plan X Installation and Training X Carrying Case, Spare Battery & Cradle (for 1-piece unit) X Warranty 36 months Lease Pricing (per device/month) $260.00 1-Piece Handheld Option Unit Price XF 1-Piece Handheld Device (Android only) Includes battery, hand strap, and docking station$3,950.00 Spare Battery $165.00 Carrying Case $50.00 Shoulder Strap $35.00 Optional: Barcode Scanner $575.00Optional: 3-Year Warranty $550.00 2-Piece Handheld Option Unit Price Samsung Smart Device with ruggedized case and charger $1,495.00 iPhone with ruggedized case and charger $1,495.00 3” Bluetooth Printer with charger and belt clip $995.00 Optional: 3-Year Handheld Warranty $300.00 Optional: 3-Year Printer Warranty $300.00 *Exact model of smart device and/or printer to be provided at time of ordering and is subject to change based on market availability.

Citation PaperUnitsUnit PriceCitation Paper Template Setup (One-time fee) Per template/color $75.00Mobile Citation Paper (per roll) QTY 100 Per roll $13.95 Mobile Citation Paper (per roll) QTY 200 Per roll $9.95 Mobile Citation Paper (per roll) QTY 300 Per roll $7.95 Point-of-Sale Cashiering Hardware Unit Price Zebra EVM Barcode Scanner $849.95 Vasario APG Cash Drawer $349.00 Epson Multifunction Receipt Printer $1,525.00 Stripe Credit Card Terminal $365.00 ENFORCEMENT MANAGEMENT SYSTEM AND CITATION PROCESSING SERVICES Enforcement Management System Units Unit Price One Time Setup & Configuration Per Unit $5,000 -$10,000Data Conversion from Existing Citation Management System One-Time $2,500.00 Third Party Integration One-Time Setup Per Integration $1,500.00 Enforcement Management System Ongoing Fee Per citation $1.50 per citation or $1,750.00 per month, whichever is greater Handheld Device Mobile Data Plan (Voice/Text not included) Per unit/Per month $55.00 Handheld Device License & Support Per unit/Per month $55.00 Manual Citation Entry Fee Per unit $1.50 Registered Owner Acquisition* Per unit $1.25

Delinquent Notice Processing & Mailing (Includes postage)Per unit $1.25 Additional Letters and Correspondence (Includes postage) Per letter $1.25 Third Party Integration Ongoing Maintenance & Support Per integration/month $75.00 Online & IVR Secure Credit Card Gateway Fee *Can be charged to the public*Assumes the use of the client merchant account Per transaction $3.50 Optional: IPS Merchant Hosting Fee *Can be charged to the public Per transaction $3.50 + Interchange Fees Estimated Travel Expenses for Installation Per trip $2,000.00 On-site training and installation Per day $600.00 Remote training and installation Per unit INCLUDED *Registered owner acquisition fees subject to change based on local DMV rates and access to NLETS data (ORI required). IVR & LOCKBOX SERVICES Enforcement Management System Units Unit Price IVR Setup & Configuration One-Time $1,500.00 IVR Ongoing Maintenance & Support Per month $250.00 IVR Record & Store Calls (Optional) Per call $0.50 IVR Call Transcription (Optional) Per call $1.00 Lockbox Setup & Configuration One-Time $750.00 Lockbox Operations Per month $95.00 Lockbox Mail-in Payments Per unit $1.50 DELINQUENT COLLECTION SERVICES Collections Units Unit Price Advanced/Delinquent Collections % of amount collected 35% of amount collected PUBLIC CUSTOMER 24 HOUR CALL CENTER Call Center Services Units Unit Price Cost Per Minute Per minute $1.10

PERMIT MANAGEMENT SYSTEM Item Units Unit Price Setup & Configuration One-time $5,000 - $10,000 Permit Management System Ongoing Cost Per Permit $2.00Permit Fulfillment Per unit $3.00 Physical Permit Stock (Hangtags/Stickers) Per unit TBQ Additional Letters and Correspondence (Includes postage) Per Letter $1.25 Third Party Integration Setup One-time $1,500.00 Third Party Integration Ongoing Maintenance & Support Per integration/month $75.00 Online Secure Credit Card Gateway Fee *Can be charged to the public *Assumes the use of the client merchant account Per transaction $3.50 Optional: IPS Merchant Hosting Fee *Can be charged to the public Per transaction $3.50 + Interchange Fees VALIDATION SYSTEM Item Units Unit Price Setup & Configuration (Existing Customer Portal) One-time $3,500.00 Setup & Configuration (New Customer Portal) One-time $5,000.00 Validation Program Ongoing Cost Per Validation $0.50 NOTE: This pricing is FOB, IPS Group, San Diego, CA. Sales 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 for All Items Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average compounded annually.

ADDITIONAL SCOPE AND ALTERNATIVE PRICING MODELS Item Units Unit Price All-Inclusive or Per Ticket Pricing Options for Enforcement and Permitting Solutions *Per unit TBQ Customizations and development outside original scope of workPer hour $200.00 *Quote to be provided based on number of tickets/permits issued, handhelds required, and other client information. IPS LIMITED WARRANTY - ENFORCEMENT AND PERMITSIPS will provide a limited parts warranty for any physical product, such as handhelds or printers, in accordance with the manufacturer’s warranty. Software Services are provided “as-is” in accordance with the scope of services and shall perform substantially in accordance with an identifiable set of functional specifications. IPS shall provide bug fixes and generally available upgrades at no cost during the contract term. Additional Warranty Provisions: Repair or replacement under warranty of any defective product does not extend the warranty period for that product or subcomponent. IPS will either repair or replace products or subcomponents, at our discretion, that are found to be defective within the defined warranty period, with transportation costs prepaid by the customer. Returns for credit will only apply once IPS has received a defective product and confirmed that defects were within the warranty period and are covered under the terms and conditions of the warranty provided. THE WARRANTIES CONTAINED IN THE AGREEMENT DOCUMENTS ARE 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 replacement parts, unauthorized alterations, abuse, vandalism, products subjected to unusual physical or electrical stress, improper handling or general misuse to the equipment (hardware or software), including attempted repairs that result in damage. Warranty specifically excludes any consumable items such as paper, batteries, etc. Software warranty is void if usernames and/or passwords are shared with 3rd parties, or allowance of 3rd party access to IPS software without IPS written consent, or any unauthorized changes or attempts to change IPS software. Force Majeure: IPS shall not be liable for any warranty provisions where such product failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity, internet services or cellular telecommunication failures caused by any of the events or causes described above. IPS provides no warranty with respect to any 3rd party hardware or software, whether supplied in connection with this Agreement or otherwise. IPS is not liable in any way as a result of use or performance of customer internet service or wireless data services provided by national carriers.

Form Approved by City Attorney 9-1-2020 Exhibit C - Page 1 EXHIBIT CINSURANCE 1. Insurance Requirements. During the entire term of this Contract, Contractor shall maintainthe insurance coverage described in the Insurance Terms below. Full compensation for all premiums that Contractor is required to pay for the insurance coverage described herein shall be included in the compensation specified under this Contract. No additional compensation will be provided for Contractor's insurance premiums. Any available insurance proceeds in excess of the specified minimum limits and coverages shall be available to the City. Contractor's liability to the City is not in any way limited to or affected by the amount of insurance coverage required or carried by the Contractor in connection with this Contract. 2. General Liability Minimum Scope and Limits of Insurance Coverage. Commercial General Liability Insurance is required providing coverage at least as broad as ISO CGL Form 00 01 on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, arising out of activities performed by or on behalf of the Contractor and subcontractors, products and completed operations of Contractor and subcontractors, and premises owned, leased, or used by Contractor and subcontractors, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide contractual liability and products and completed operations coverage for the term of the policy. The City, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects general liability arising out of: activitiesperformed by or on behalf of Contractor and subcontractors; products and completedoperations of Contractor and subcontractors; and premises owned, leased, or used by Contractor and subcontractors. 3. Automobile Liability Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.) _X_ Automobile Liability Insurance is required providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of the Contractor. The City, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects auto liability. ___ No automobile liability insurance is required, and by signing this Contract, Contractor certifies as follows: “Contractor certifies that a motor vehicle will not be used in the performance of any work or services under this agreement. If, however, Contractor does transport items under this Contract, or this Contract is amended to require any employees of Contractor to use a

Form Approved by City Attorney 9-1-2020 Exhibit C - Page 2 vehicle to perform services under the Contract, Contractor understands that it must maintain and provide evidence of Automobile Liability Insurance providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of the Contractor.” 4. Excess Insurance. The minimum limits of insurance required above may be satisfied by a combination of primary and umbrella or excess insurance coverage, provided that any umbrella or excess insurance contains, or is endorsed to contain, a provision that it will apply on a primary basis for the benefit of the City, and any insurance or self-insurance maintained by City, its officials, employees, or volunteers will be in excess of Contractor's umbrella or excess coverage and will not contribute to it. 5. Workers’ Compensation Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.) _X_ Workers’ Compensation Insurance is required with statutory limits and Employers' Liability Insurance with limits of not less than one million dollars ($1,000,000). The Workers' Compensation policy shall include a waiver of subrogation in favor of theCity.___ No work or services will be performed on or at CITY facilities or CITY Property, therefore a Workers’ Compensation waiver of subrogation in favor of the CITY is not required. ___ No Workers’ Compensation insurance is required, and by signing this Contract, Contractor certifies as follows: “Contractor certifies that its business has no employees, and that it does not employ anyone, and is therefore exempt from the legal requirements to provide Workers' Compensation insurance. If, however, Contractor hires any employee during the term of this Contract, Contractor understands that Workers’ Compensation with statutory limits and Employer’s Liability Insurance with a limit of not less than one million dollars ($1,000,000) is required. The Workers’ Compensation policy will include a waiver of subrogation in favor of the City.” 6. Other Insurance Provisions. The policies must contain, or be endorsed to contain, the following provisions:A. Contractor's insurance coverage, including excess insurance, shall be primary insurance as respects the City, its officials, employees and volunteers. Any insuranceor self-insurance maintained by the City, its officials, employees or volunteers will be in excess of Contractor's insurance and will not contribute with it. B. Any failure to comply with reporting provisions of the policies will not affect coverage provided to the City, its officials, employees or volunteers. C. Coverage shall state that Contractor's insurance applies separately to each insured

Form Approved by City Attorney 9-1-2020 Exhibit C - Page 3 against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.D. Contractor shall provide the City with 30 days written notice of cancellation or material change in the policy language or terms. 7. Acceptability of Insurance. Insurance must be placed with insurers with a Bests' rating of not less than A:VI. Self-insured retentions, policy terms or other variations that do not comply with the requirements of this Exhibit C must be declared to and approved by the City in writing before execution of this Contract. 8. Verification of Coverage. A. Contractor shall furnish City with certificates and required endorsements evidencing the insurance required. Certificates of insurance must be signed by an authorized representative of the insurance carrier. Copies of policies shall be delivered to the City Representative on demand. B. Contractor shall send all insurance certificates and endorsements, including policy renewals, during the term of this Contract directly to: City of Sacramento c/o Exigis LLC PO Box 947 Murrieta, CA 92564 C. Certificate Holder must be listed as: City of Sacramento c/o Exigis LLC PO Box 947 Murrieta, CA 92564 D. The City may withdraw its offer of Contract or cancel this Contract if the certificates of insurance and endorsements required have not been provided before execution of this Contract. The City may withhold payments to Contractor and/or cancel the Contract if the insurance is canceled or Contractor otherwise ceases to be insured as required herein. 9. Subcontractor Insurance Coverage. Contractor shall require and verify that all subcontractors maintain insurance coverage that meets the minimum scope and limits of insurance coverage specified in this Exhibit C.

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 1 EXHIBIT DGENERAL CONDITIONS1. Independent Contractor. A. It is understood and agreed that Contractor (including Contractor’s employees) is an independent contractor and that no relationship of employer-employee exists between the parties hereto for any purpose whatsoever. Neither Contractor nor Contractor’s assigned personnel will be entitled to any benefits payable to CITY employees. CITY is not required to make any deductions or withholdings from the compensation payable to Contractor under the provisions of this Contract, and Contractor will be issued a Form 1099 for its services hereunder. As an independent contractor, Contractor hereby agrees to indemnify and hold CITY harmless from any and all claims that may be made against CITY based upon any contention by any of Contractor’s employees or by any third party, including any state or federal agency, that an employer-employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Contract or by reason of the nature and/or performance under this Contract. B. It is further understood and agreed by the parties that Contractor, in the performance of its obligations, is subject to the City’s control and direction as to the designation of tasks to be performed and the results to be accomplished under this Contract, but not as to the means, methods, or sequence used by Contractor for accomplishing the results. To the extent that Contractor obtains permission to, and does, use CITY facilities, space, equipment or support services in the performance of this Contract, this use will be at the Contractor’s sole discretion based on the Contractor’s determination that the use will promote Contractor’s efficiency and effectiveness. Except as may be specifically provided elsewhere in this Contract, the CITY does not require that Contractor use CITY facilities, equipment or support services or work in CITY locations in the performance of this Contract. As used in this Contract, "sole discretion" or "sole judgment" means that the party authorized to exercise its discretion or judgment may do so based on an unfettered assessment of its own interests, without considering how its decision affects the other party, and unconstrained by the implied covenant of good faith and fair dealing. C. If, in the performance of this Contract, any third persons are employed by Contractor, such persons will be entirely and exclusively under the direction, supervision, and control of Contractor. Except as otherwise provided in this Contract, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by Contractor. It is further understood and agreed that Contractor will issue W-2 or 1099 Forms for income and employment tax purposes for all Contractor’s assigned personnel and subcontractors. D. The provisions of this section will survive any expiration or termination of this Contract. Nothing in this Contract creates an exclusive relationship between CITY and Contractor. Contractor may represent, perform services for, or be employed by any additional persons or companies so long as Contractor does not violate the provisions of Section 5, below.

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 2

2. Licenses; Permits, Etc.Contractor represents and warrants that Contractor has, and shall maintain at all times during the term of this Contract at its sole cost and expense, all licenses, permits, qualifications, and approvals of any nature that are legally required for Contractor to practice its profession or fulfill the terms of this Contract, including a City Business Operations Tax Certificate and any required certification issued by the California Secretary of State. 3. Time. Time is off the essence in the performance of this Contract. Contractor shall devote the necessary time and effort to its performance under this Contract. Neither party will be considered in default of this Contract, to the extent that party’s performance is prevented or delayed by any cause, present or future, that is beyond the reasonable control of that party. 4. Contractor Not Agent. Except as City may specify in writing, Contractor and Contractor’s personnel have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor and Contractor’s personnel shall have no authority, express or implied, to bind City to any obligations whatsoever. 5. Conflicts of Interest. Contractor covenants that neither it, nor any officer or principal of its firm, has or will acquire any interest, directly or indirectly, that would conflict in any manner with the City’s interests or that would in any way hinder Contractor’s performance under this Contract. Contractor further covenants that in the performance of this Contract, no person having any such interest will be employed by it as an officer, employee, agent or subcontractor, without the City’s written consent. Contractor agrees to avoid conflicts of interest or the appearance of any conflicts of interest with the City’s interests during the performance of this Contract. If Contractor is or employs a former officer or employee of the City, Contractor and any former City officer or employee shall comply with the provisions of Sacramento City Code Section 2.16.090 pertaining to appearances before the City Council or any City department, board, commission, or committee. 6. Hazardous Substances. "Hazardous Substances" means any substance, material, waste, or other pollutant or contaminant that is or becomes designated, classified, or regulated as hazardous or toxic under any law, regulation, rule, order, decree, or other governmental requirement now in effect or later enacted. If Contractor is shipping Hazardous Substances, Contractor must supply a Safety Data Sheet ("SDS") with the first shipment of Hazardous Substances to each City location receiving the Hazardous Substances. If the content of an SDS is revised, Contractor must provide a revised SDS to each City location receiving Hazardous Substances. 7. Confidentiality of City Information. During performance of this Contract, Contractor may gain access to and use City information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets, technical matters, systems, facilities, customer lists, product design, copyright, data, and other vital information (hereafter collectively referred to as “City Information”) that are valuable, special and unique assets of the City. Contractor agrees to protect all City Information and treat it as strictly confidential, and further agrees that Contractor shall not at any time, either directly or indirectly, divulge, disclose or

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 3 communicate in any manner any City Information to any third party without the City’s prior written consent. In addition, Contractor must comply with all City policies governing the use of the CITY network and technology systems, as set forth in applicable provisions of the City of Sacramento Administrative Policy Instructions # 30. A violation by Contractor of this section is a material violation of this Contract and shall justify legal and equitable relief. 8. Contractor Information. A. City shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by Contractor under this Contract. In this Contract, the term “information” means and includes: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every other means of recording any form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. Contractor shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by City. B. Contractor shall fully defend, indemnify and hold harmless City, its officers and employees, and each of them, from and against any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or provided by Contractor under this Contract infringes upon any third party’s trademark, trade name, copyright, patent or other intellectual property rights. City shall make reasonable efforts to notify Contractor not later than ten days after City is served with any such claim, action, lawsuit or other proceeding. However, City’s failure to provide notice within the ten-day period does not relieve Contractor of its obligations hereunder, which survive any termination or expiration of this Contract. C. All proprietary and other information received from Contractor by City, whether received in connection with Contractor’s proposal to City or in connection with Contractor’s performance, will be disclosed upon receipt of a request for disclosure, in accordance with the California Public Records Act; provided, however, that, if any information is set apart and clearly marked “trade secret” when it is provided to City, City shall give notice to Contractor of any request for the disclosure of such information. The Contractor will then have five days from the date it receives notice to petition the court for a protective order to prevent the disclosure of the information. The Contractor shall have sole responsibility for defense of the actual “trade secret” designation of such information. D. The parties understand and agree that any failure by Contractor to respond to the notice provided by City and seek a protective order, in accordance with the provisions of subsection C, above, constitutes a complete waiver by Contractor of any rights regarding the information designated “trade secret” by Contractor, and the information will be disclosed by City in accordance with the Public Records Act.

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9. Notification of Material Changes in Business. Contractor agrees that if it experiences anymaterial changes in its business, including a reorganization, refinancing, restructuring,leveraged buyout, bankruptcy, name change, or loss of key personnel, it will immediatelynotify the City of the changes. Contractor also agrees to immediately notify the City of any condition that may jeopardize the scheduled delivery or fulfillment of Contractor's obligationsto the City under this Contract. 10. Standard of Performance. Contractor shall perform in the manner and according to the standards currently observed by a competent practitioner of Contractor’s profession in California and in compliance with all requirements of this Contract. All products that Contractor delivers to City under this Contract must be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in Contractor’s profession. Contractor shall assign only competent personnel to perform on its behalf under this Contract. Contractor must notify the City in writing of any changes in Contractor’s staff assigned to perform under this Contract, before any performance by the new staff member. If the City, in its sole discretion, determines that any person assigned by the Contractor to perform under this Contract is not performing in accordance with the standards required herein, City shall provide notice to Contractor. Contractor shall immediately remove the assigned person upon receipt of the notice. 11. Performance or Different Terms and Conditions. The City's subsequent performance will not be construed as either acceptance of additional or different terms and conditions or a counteroffer by the Contractor, nor will the City's subsequent performance be viewed as acceptance of any provision of the Uniform Commercial Code, as adopted by any State, that is contrary to the terms and conditions contained herein. Contractor's performance shall conform to the applicable requirements of the Sacramento City Charter, Sacramento City Code, and all applicable State and Federal laws, and all the requirements of this Contract. The California Commercial Code will apply except as otherwise provided in the Contract. 12. Emergency/Declared Disaster Requirements. If an emergency is declared by the City Manager, or if any portion of the City is declared a disaster area by the county, state or federal government, this Contract may be subjected to increased usage. The Contractor shall serve the City during a declared emergency or disaster, subject to the same terms and conditions that apply during non- emergency / non-disaster conditions. The pricing set forth in this Contract will apply, without mark-up, regardless of the circumstances. If the Contractor is unable to fulfill the terms of the Contract because of a disruption in its chain of supply or service, then the Contractor shall provide proof of the disruption. Acceptable forms of proof will include a letter or notice from the Contractor's source stating the reason for the disruption. 13. Term; Suspension; Termination. A. This Contract is effective on the Effective Date and continues in effect until both parties have fully performed their respective obligations under this Contract, unless sooner terminated as provided herein. B. City shall have the right at any time to suspend Contractor’s performance hereunder, in whole or in part, by giving a written notice of suspension to Contractor. Upon receipt of

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 5 such notice, Contractor shall immediately suspend its activities under this Contract, as specified in the notice.C. The City shall have the right to terminate this Contract at any time by giving a written notice of termination to Contractor. Upon receipt of such notice, Contractor shall immediately cease performance under this Contract as specified in the notice. If the City terminates this Contract: (1) Contractor shall, not later than five days after receipt of the notice, deliver all information prepared under this Contract to the City. (2) The City shall pay Contractor the reasonable value of Goods or Services provided by Contractor before termination; provided, however, City shall not in any manner be liable for lost profits that might have been made by Contractor had the Contract not been terminated or had Contractor completed performance required by this Contract. Contractor shall furnish to the City any financial information requested by the City to determine the reasonable value of the Goods or Services provided by Contractor. The foregoing is cumulative and does not affect any right or remedy that City may have in law or equity. 14. Default by Contractor. In case of default by the Contractor, the City reserves the right to procure the Goods or Services from other sources and deduct from any monies due, or that may thereafter become due to the Contractor, the difference between the price named in this Contract and the actual cost to the City to procure from an alternate source. Prices paid by the City will be considered the prevailing market price at the time such purchase is made. 15. Guarantee and Warranty. Contractor assumes design responsibility and warrants the articles to be free from design defect and will comply with the specifications for the articles. If the Goods and Services do not meet the minimum requirements of this Contract, the Contractor shall correct the same at Contractor's sole expense. A. The Contractor agrees that the Goods and Services furnished under this Contract will be covered by the industry standard or better warranty. B. Contractor further warrants that the Goods and Services furnished under this Contract will be covered by the most favorable commercial warranties the Contractor gives to any customer for the Goods and Services and that the rights and remedies provided herein are in addition to and do not limit any rights affordedto the City at law or equity, or by any other clause of this Contract. C. Any additional warranties provided by law will remain in full force and effect and inure to the City's benefit. City reserves all rights and remedies provided by law for breach of any applicable warranty related to the Goods and Services. D. City's inspections, approval, acceptance, or payment for all or part of any Goods and Services will in no way affect City's warranty rights.

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16. Indemnity.A. Indemnity: Contractor shall defend, hold harmless, and indemnify City, its officers, and employees, and each and every one of them, from and against all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, and expenses of every type and description, whether arising on or off the site of the work or services performed under this Contract, including any fees and costs reasonably incurred by City’s staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter collectively referred to as “Liabilities”), including Liabilities for personal injury or death, damage to personal, real, or intellectual property, damage to the environment, contractual or other economic damages, or regulatory penalties, arising out of or in any way connected with performance of or failure to perform this Contract by Contractor, any subcontractor (including lower-tier subcontractors) or agent of Contractor, their respective officers and employees, and anyone else for whose acts of omissions any of them may be liable, whether or not the Liabilities (i) are caused in part by a party indemnified hereunder, or (ii) are litigated, settled, or reduced to judgment; provided that the foregoing indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, damage, or expense, to the extent arising from the active negligence or willful misconduct of, or defects in design furnished by, City, its agents, servants, or independent contractors who are directly responsible to City, except when such agents, servants, or independent contractors are under the supervision and control of Contractor or any subcontractor (including lower-tier subcontractors) or agent of Contractor. B. Insurance Policies; Intellectual Property Claims: The existence or acceptance by City of any of the insurance policies or coverages described in this Contract will not affect or limit any of City’s rights under this Section, nor will the limits of any insurance limit the liability of Contractor hereunder. This Section will not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of section 8.B.,above. C. Survival. The provisions of this section will survive any expiration or termination of this Contract. 17. Funding Availability. A. This Contract is subject to the budget and fiscal provisions of the Charter and the Sacramento City Code.B. The City’s payment obligation under this Contract will not exceed the amount of funds appropriated and approved for this Contract by the Sacramento City Council. C. This Section shall govern over any other contrary provision of the Contract. 18. Equal Employment Opportunity. During the performance of this Contract, Contractor, for itself, its assignees and successors in interest, agrees as follows:

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 7 A. Compliance With Regulations: Contractor shall comply with all state, local, and federal anti-discrimination laws and regulations, including the Executive Order 11246 entitled “Equal Opportunity in Federal Employment,” as amended by Executive Order 11375, 12086, and 13672, and as supplemented in Department of Labor regulations (41 CFR Chapter 60), referred to collectively as the “Regulations.” B. Nondiscrimination: Contractor, with regards to the work performed by it after award and before completion of the work under this Contract, shall not discriminate on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation in selection and retention of subcontractors, including procurement of materials and leases of equipment. Contractor shall not participate either directly or indirectly in discrimination prohibited by the Regulations. C. Solicitations for Subcontractors, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by Contractor for work to be performed under any subcontract, including all procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor’s obligation under this Contract and the Regulations relative to nondiscrimination on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation. D. Information and Reports: Contractor shall provide all information and reports required by the Regulations, or by any orders or instructions issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the City to be pertinent to ascertain compliance with the Regulations, orders and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish this information, Contractor shall so certify to the City, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of noncompliance by Contractor with the nondiscrimination provisions of this Contract, the City shall impose any sanctions it determines are appropriate including: (1) Withholding of payments to Contractor under this Contract until Contractor complies; (2) Cancellation, termination, or suspension of this Contract, in whole or in part. F. Incorporation of Provisions: Contractor shall include the provisions of subsections A through E, above, in every subcontract, including procurement of materials and leases of equipment, unless exempted by the Regulations, or by any order or instructions issued pursuant thereto. The City may direct Contractor to take specific actions to enforce these provisions, including sanctions for noncompliance; provided, however, that if Contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, Contractor may request that the City join such litigation to protect the City’s interests. 19. Entire Agreement. This Contract, including all Exhibits and documents referenced herein,

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 8 contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had before the execution of this Contract. No alteration to the terms of this Contract shall be valid unless approved in writing by Contractor, and by City, in accordance with applicable provisions of the Sacramento City Code. 20. Modification of Contract. The Contractor shall take no direction from any City employee that changes the executed terms and conditions of the Contract, including Exhibit A, or any change that impacts the cost, price, or schedule, before receiving a written, signed modification to the Contract. 21. Severability. If a court with jurisdiction rules that any portion of this Contract or its application to any person or circumstance is invalid or unenforceable, the remainder of this Contract will not be affected thereby and will remain valid and enforceable as written, to the greatest extent permitted by law. 22. Waiver. Neither the City’s acceptance of, or payment for, any Goods or Services, nor any waiver by either party of any default, breach or condition precedent, will be construed as a waiver of any provision of this Contract, nor as a waiver of any other default, breach or condition precedent or any other right hereunder. No waiver will be effective unless it is in writing and signed by the waiving party. 23. Governing Law.This Contract shall be governed, construed and enforced in accordance with the laws of the State of California, except that the rule of interpretation in California Civil Code section 1654 will not apply. Venue of any litigation arising out of this Contract will lie exclusively in the state trial court or Federal District Court located in Sacramento County in the State of California, and the parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts. 24. Assignment Prohibited. The expertise and experience of Contractor are material considerations for this Contract. City has a strong interest in the qualifications and capability of the persons and entities that will fulfill the obligations imposed on Contractor under this Agreement. In recognition of this interest, Contractor shall not assign any right or obligation pursuant to this Contract without the written consent of the City. Any attempted or purported assignment without City’s written consent shall be void and of no effect. 25. Binding Effect. This Contract is binding on the heirs, executors, administrators, successors and assigns of the parties, subject to the provisions of Section 24, above. 26. Compliance with Laws. The Contractor shall be responsible for strict compliance with all applicable laws, regulations, court orders and other legal requirements applicable to the work to be accomplished under the Contract, including the California Occupational Safety and Health Act and all applicable safety orders issued by the Division of Occupational Safety and Health, Department of Industrial Relations, State of California, and all applicable requirements of Underwriters Laboratories and the Federal Communication Commission.

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 9

27. Debarment CertificationA. Pursuant to 2 CFR, Part 200, and applicable Executive Orders, the City is restricted in its ability to contract with certain parties that are debarred, suspended, or otherwise excluded or ineligible for participating in Federal assistance programs or activities. By signing this Agreement, CONTRACTOR warrants and certifies under penalty of perjury under the laws of the State of California that Contractor, including any owner, partner, director, officer, or principal of the CONTRACTOR, or any person in a position with management responsibility or responsibility for the administration of federal funds:(1) Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency; (2) Has not within a three-year period preceding this certification been convicted of or had a civil judgment rendered against it for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public transaction or contract (federal, state, or local); violation of federal or state antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, receiving stolen property, or other criminal felony; (3) Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (b) above; or (4) Has not, within a three-year period preceding this certification, had one or more public contracts (federal, state, or local) or transactions terminated for cause or default. (5) Has not been notified, within a three-year period preceding this certification, been notified of any delinquent Federal taxes in an amount that exceeds $3,500 for which the liability remains unsatisfied. Federal taxes are considered delinquent if the tax liability has been finally determined and the taxpayer is delinquent in making payment, as defined in Section 52.209-5 of the Federal Acquisition Regulations. B. CONTRACTOR further warrants and certifies that it shall not knowingly enter into any transaction with any subcontractor, material supplier, or vendor who is debarred, suspended, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency. Any exceptions to the warranties and certifications in this Section must be disclosed to the City. C. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining Contractor’s responsibility. Disclosures must indicate to whom exceptions apply, the initiating agency, and dates of action. D. City will review the Federal Government’s System for Award Management Exclusions maintained by the General Services Administration for eligibility, prior to the execution of this Agreement. The CONTRACTOR shall provide immediate written notice to the City if, at any time prior to execution, the CONTRACTOR learns this certification is erroneous or has become erroneous by reason of changed circumstances. If it is later determined that the Contractor’s warranties and certification in this Section were erroneous, the City may terminate this Agreement for default.

GOODS and NPSA Signature Page – Approved by CAO 11-1-2019 Executed as of the day and year first above stated.CITY OF SACRAMENTOA Municipal Corporation By: _____Print name: Title:For: Howard Chan, City ManagerATTEST: ______City ClerkAPPROVED AS TO FORM: ______City Attorney AttachmentsExhibit A Technical SpecificationsExhibit B PaymentExhibit C Insurance Exhibit D General Conditions GOODS and NPSA Signature Page – Approved by CAO 11-1-2019 CONTRACTOR:______________________________________NAME OF FIRM______________________________________ Federal I.D. No. ______________________________________ State I.D. No. ______________________________________ City of Sacramento Business Op. Tax Cert. No.TYPE OF BUSINESS ENTITY (check one): _____ Individual/Sole Proprietor _____ Partnership _____ Corporation (may require 2 signatures) _____ Limited Liability Company _____ Other (please specify: ______________)______________________________________ Signature of Authorized Person ______________________________________Print Name and Title ______________________________________ Additional Signature (if required) ______________________________________ Print Name and Title