HomeMy WebLinkAboutItem 21 - Smart Parking Meter Upgrades Community Development Agency
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Item # 21
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
February 15, 2022
TOPIC: Smart Parking Meter Upgrades
AGENDA TITLE:
Agreement with IPS Group, Inc. for Modem Upgrade and Warranty for Smart Meters with
Credit Card-Enabled Function (Non-General Fund)
RECOMMENDED ACTION
Authorize the City Manager to execute an agreement with IPS Group, Inc. for smart meter
data management, modem upgrades, extended warranty, and sensors for a five-year
term with an option of two one-year extensions, from February 15, 2022 to February 14,
2027, in an amount not to exceed $300,000, subject to non-substantive changes
approved by the City Manager and City Attorney.
DISCUSSION
Improving the experience of visitors to various areas of the City and their ability to access
parking remains a priority for Santa Ana. The city’s density, along with the number of
people working or visiting the city on a daily basis, significantly affects traffic circulation
and parking availability on the existing street network and off-street parking facilities. The
City is continuously identifying innovative equipment and software or apps to provide a
streamlined parking experience.
In 2014, the City of Santa Ana entered into an agreement with IPS Group, Inc. for the
purchase and installation of approximately 593 credit card-enabled parking smart meters,
which also included data management of the meters. IPS Group, Inc. presented quality
equipment, approach, and methodology with the credit-card enabled meters, real-time
data, and sensors. The smart meters are now in their seventh year without full warranty
coverage and are in need of modem upgrades.
There are 575 smart meters serviced by the IPS Group, Inc. that are in need of a modem
upgrade. The wireless carriers, Verizon and T-Mobile, are planning to sunset the older
networks of 2G/3G to the new technologies of 4G/5G. The smart meters require a modem
upgrade to continue their functionality of all payment options (coin and credit card), along
with data tracking. IPS Group, Inc. provides proprietary smart meters and are the only
firm that can provide such upgrade.
Smart Parking Meter Upgrades
February 15, 2022
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In addition to the modem upgrade, IPS Group, Inc. is offering the City an opportunity to
purchase extended warranty for the meters at a competitive rate, which is in the City’s
best interest financially (and for efficiency). The City has the discretion to opt in to either
a 12-month extended warranty or 60-month extended warranty at a cost of $210 per meter
after the modem upgrade has been completed at a cost of $185. Warranty coverage
specifications are outlined in the Exhibit 1. The most comprehensive option is to purchase
the 60-month extended warranty after the modem upgrade is completed because it will
provide long-term sustainability, and is the most cost-efficient compared to purchasing
and installing new meters that range in cost of $500,000. City parking meter technicians
have extensive experience with installing, troubleshooting, and repairing meters. Further,
staff has the expertise to make the determination to send the meters for full repair to IPS
Group, Inc. as needed.
Santa Ana Municipal Code Section 2-807 requires that contracts for City purchases be
awarded on the basis of obtaining maximum quality goods, services or performance at a
minimum cost for the City after a competitive process. The Municipal Code also allows
for awards of purchase that are exempt from the bidding process whenever the City
desires to maintain an established aesthetic standard and/or functional characteristic for
the purpose of preserving appearance and/or a cost savings for replacement. The City
has approximately 575 smart meters, which are proprietary meters that only IPS Group,
Inc. can repair or upgrade.
The IPS Group, Inc. smart meters have been reliable, easy to use, and offer multiple
payment options. It will also be the most time efficient and cost effective to upgrade the
modems and purchase the extended warranty instead of acquiring new meters.
Product/Service Price Per Unit
4G Modem Upgrade (includes new solar panel)$ 185
Optional: RMA Repair Service (includes 90 day warranty)$ 95
Shipping Free
Optional: Extended Warranty for 60 months
(City may exercise this option at any point up to 1-year from date
of repair)
$ 210
Total $ 490
FISCAL IMPACT
Funds are available in the Parking Enterprise account (no. 02718131-62300) and will be
appropriated in the future fiscal year budgets as follows:
Fiscal Year Accounting Unit-
Account Fund Description Annual Amount
FY 2021-2022 02718131-62300 Parking Enterprise $ 100,000
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FY 2022-2023 02718131-62300 Parking Enterprise $ 190,000
FY 2023-2024 02718131-62300 Parking Enterprise $ 2,500
FY 2024-2025 02718131-62300 Parking Enterprise $ 2,500
FY 2025-2026 02718131-62300 Parking Enterprise $ 2,500
FY 2026-2027 02718131-62300 Parking Enterprise $ 2,500
Total $ 300,000
EXHIBIT(S)
1. Agreement – IPS Group, Inc.
Submitted By: Steven Mendoza, Assistant City Manager
Approved By: Kristine Ridge, City Manager
AGREEMENT TO PURCHASE PARKING TECHNOLOGY
AND RELATED SERVICES
This AgreementTo Purchase Parking Technology And Related Services ("Agreement") is made effective
_________ (the "Effective Date"), by and between the City of Santa Ana, a municipal corporation (the
"City"), and IPS GROUP, INC., a Pennsylvania corporation ("IPS"), with reference to the following:
RECITALS
A.City is a duly organized charter city and validly existing under the Constitution and laws of the State of California
with the power to carry on its business as it is now being conducted under the statutes of the State of California
and the Charter of the City.
8.IPS is a Pennsylvania corporation that is qualified to do business, and is doing business in the State of Calif ornia.
IPS markets and supports a variety of parking technologies, hardware, software and related services.
C.IPS has duly performed prior work for the City regarding parking meters and related services, pursuant to
Agreement #A-2014-119, entered into on May 20, 2014, and there are no known claims related to the existing
contract; As this contract shall now replace any and all prior contract(s), and to prevent any doubt, the City
waives any and all claims, which it has or may have against IPS arising out of or in connection with the
Contractor's execution of the previously existing contract.
D.City and IPS desire to enter into this Agreement for IPS to deliver and install its parking technology hardware
(the "Equipment") and related software services (the "Services", and collectively "Equipment and Services") to
the City upon the terms and conditions set forth below. The Equipment and Services are described in
Attachments A (Proposal Letter dated August 19, 2021) and 8 (Pricing).
Now, therefore, the parties agree as follows:
TERMS AND CONDITIONS
1.Term of Agreement.
1.1. Initial Term. The term of the Agreement means the period from the Effective Date above and will be in
effect for a period of five (5) years ("Initial Term").
1.2. Option to Extend. City shall have the option to extend the term of the Agreement for two (2) additional
one (1) year incre ments, for a total period not to exceed seven (7) years. City shall notify IPS of its intention
to exercise the option to extend the Agreement at least ninety (90) days prior to the end of each such term.
2.IPS Services.
2.1. Scope of Services. IPS agrees to diligently undertake, perform, and complete all of the services described
in Attachme nts A and B as directed by the City. In the case of any conflict, the Terms and Co nditions
section of this agreement shall supersede information contained in the Attachments or Exhibits contained
herein.
3.City Services & Responsibilities. The City agrees to:
EXHIBIT 1
3.1. Make available to IPS any currently existing documents, data or information required for the performance
of this Agreement, including any material updates therein.
3.2. Designate a representative authorized to act on behalf of the City.
3.3. Keep, at its own cost and expense, the Equipment in good repair, condition and working order, adhering to
any requirements for preventative maintenance.
3.4. Notify IPS of any need for customer service support or warranty repair work and will coordinate the return
process with IPS.
3.5. Be solely responsible for meter posts and housings, including keeping meter posts, keys locks and housings
in good working order and in compliance with all applicable laws.
3.6. Comply with applicable national, state, and local laws and regulations in any way relating to the possession
or use of the Equipment and Services.
3. 7. Be fully responsible, at its own cost and expense, to provide and maintain a merchant account and
associated merchant account services using the City designated third party provider.
4.Equipment Delivery, Installation and Acceptance.
4.1. IPS shall deliver new, fully-tested Equipment. No used or previously owned Equipment will be allowed
unless otherwise agreed to in writing by the City.
4.2. Delivery and installation of all Equipment will take place during standard business hours.
4.3. Unless otherwise notified in writing, the Equipment shall be deemed accepted by the City and to its
satisfaction no later than ten (10) business days following completed installation or thirty (30) days
following delivery, whichever occurs first.
5.Compensation
5.1. The City will compensate IPS for the Equipment and Services, as set forth in Attachment B. The total sum
to be expended during this Agreement, including any extension periods, shall not exceed $300,000.
5.2. City further agrees to pay to IPS the amounts specified in Attachment Bon a Net 30 basis from the date of
invoice, subject to City accounting procedures. Payment need not be made for work that fails to meet the
standards of per formance set forth herein that may reasonably be expected by City.
5.3. Payment for the Equipment shall be due and paid upon delivery of each batch or invoiced line item of
Equipment to the City. Payment need not be made for equipment that fails to meet the standards of
performance set forth herein that may reasonably be expected by City.
5.4. City agrees to promptly notify IPS in writing of any dispute with any invoice, and those invoices for which
no such notification is made within 30 business days after receipt of the respective invoice shall be deemed
accepted by the City.
S.S.Reserved.
5.6. All pricing excludes any taxes that may be applicable to the City. Any applicable taxes will be added to
invoices and will be paid by the City on submission of an invoice. Exemption from the payment of applicable
EXHIBIT 1
taxes shall be provided by the City in writing. The City indemnifies IPS against any claim for payment of any
such taxes.
6.Risk and Title.
6.1. IPS shall bear risk of loss of the Equipment, including any damage sustained during transportation to the
delivery site. IPS will not perform any field installation or maintenance. City will ship meters to IPS for
ser vices, IPS will perform the work, and then IPS will send the meters back to the City. Risk in the Equipment
shall pass to City upon delivery back to the City after the work is completed by IPS. Transfer of title to
Equipment shall only pass to City upon full payment for the Equipment.
7.Warranties.
7.1. IPS shall provide a limited 12-month warranty on the Equipment as described in Attachment B, IPS Limited
Warranty. Extended warranties are available for an additional fee.
7.2. IPS shall provide technical support via telephone Mondays through Fridays from 8:00 AM to 4:00 PM PST.
IPS can provide on-site services at the City's request. Lead times and costs for such services will be provided
at the time of the request. IPS shall ensure the availab ility of current manuals and shall provide all manuals
for any future upgraded or new services to the City.
7.3. Wireless Coverage & Longevity: IPS does not operate a mobile wireless network, but relies on third party
carriers for this service. City agrees that it is not a 3 rd party benef iciary from any agreements between IPS
and its carrier partners, and as there is no direct contract between the City and the carrier for this
agreement, the wireless carrier shall have no liability of any kind created by this Agreement. Carriers from
time to time may change coverage areas, wireless technology platforms or make other network changes
that are not within the control of IPS. During the term of this contract, IPS shall provide the City the ability
to upgrade or change carriers as needed at the prices contained herein or at such prices as may be agreed.
Any such change or upgrades shall be at the sole cost and discretion of the City.
7.4. IPS warrants that the software Services will substantially conform to the applicable scope of work. IPS
does not warrant that the software Services will operate uninterrupted or error-free. IPS will use
commercially reasonable efforts to deliver to the City software Services free from any viruses, programs,
or programming devices designed to modify, delete, damage or disable the software Services or City data.
7.5. City warrants that it shall not share usernames or passwords to allow any 3'' party, including but not limited
to consultants, agents, or any other individuals, to gain access to Equipment and Services of any kind
without the written permission of IPS. City further agrees to not do anything that could potent ially
compromise the security of IPS Equipment and Services or use IPS Equipment and Services in any manner
which could violate local, provincial, state or federal law.
7.6. THE WARRANTIES CONTAINED IN THE AGREEMENT DOCUMENTS ARE IPS'S SOLE AND EXCLUSIVE
WARRANTIES. IPS AND ITS 3RD PARTY SUPPLIERS PROVIDE SOFTWARE SERVICES "AS IS". THE EXTENT OF
IPS'S LIABILITY FOR A WARRANTY CLAIM IS LIMITED TO THE REPAIR OR REPLACEMENT OF THE DEFECTIVE
EQUIPMENT OR DEFECTIVE SOFTWARE SERVICE. IPS DOES NOT PROVIDE ANY WARRANTY OF ANY KIND
WITH REGARDS TO 3'0 PARTY EQUIPMENT, WIRELESS COVERAGE OR SOFTWARE SERVICES, WHETHER
SUPPLIER IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE. IPS AND ITS 3 RD PARTY SUPPLIERS
AFFIRMATIVELY EXCLUDES ANY AND ALL OTHER WARRANT IES, CONDITIONS, OR REPRESENTATIONS
EXHIBIT 1
(EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE EQUIPMENT AND/OR SERVICES
PR OVIDED 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.
7. 7. The provisions of this Section will survive expiration or termination of this Agreement.
8.Intellectual Property and Ownership.
8.1. IPS represents and warrants that it owns or has acquired all requisite rights and licenses to use all
intellectual property embodied, practiced or employed in IPS Equipment and Ser vices being used by the
City.
8.2. IPS hereby grants the City, including its departments, commissioners, officials, officers, employees,
consultants, and agents (collectively, "City") all the rights and licenses required to use IPS Equipment and
Services. Such rights and licenses are limited, non-assignable, non-transferable and non-exclusive, and
solely for the City's internal use for the specific purposes of this Agreement.
8.3. All pre-existing and independently developed intellectual property (including copyrights), and any
derivation thereof, including but not limited to designs, models, inventions, processes, method ologies,
sof tware, associated documentation, software upgrades, modifications and customizations, copyrightable
material and other tangible and intangible materials authored, and combinations thereof, prepared,
created, made, delivered, conceived or reduced to practice, in whole or in part, by the IPS and provided to
the City ("Pre-Existing and Independently Developed IP") will at all times remain the sole and exclusive
property of IPS and/or its vendors. Nothing in this Section or elsewhere in this Agreement shall be
construed as assigning, selling, conveying, or otherwise transferring any ownership rights or title in IPS's
Pre-Existing and Independently Developed IP.
8.4. IPS understands the nature of public information and the requirement for the City to adhere to all rules
and laws that apply to public information, such as the Freedom of Information Act, Public Records Act(s),
and the like. The City agrees that it shall not knowingly agree, whether directly or indirectly, sell, loan or
rent any equipment or allow any third party to gain access to equipment, software, back-office software,
reporting or documentation provided by IPS for any purpose, including but not limited to the purposes of
inspection, benchmarking or reverse engineering or evaluation without the prior written consent of IPS, or
as mandated by applicable law or any binding order of Court.
8.5. The provisions of this Section will survive expiration or termination of this Agreement.
9.Confidential Info rmation.
9.1. "Confidential Information" shall mean, without limitation, all strategic information, business plans, data,
sketches, drawings, pictures, business records, customers lists, marketing plans, policies and procedures,
pricing, product information, drawings, source code, API documentation, designs, specifications,
information relating to processes, technologies, methodologies, concepts or theory and any or all other
information which may be disclosed by the disclosing party to the recipient that may reasonably be
considered to be proprietary and non-public data, including correspondence both written and verbal and
identified as "confidential".
EXHIBIT 1
9.2. The recipient acknowledges the competitive value and confidential nature of the Confidential Information
and the damages that would result to the disclosing party if any such information were disclosed or
misused, therefore, recipient will keep Confidential Information protected, utilizing the same level of care
and discretion that is used by the recipient to protect similar sensitive information, and shall not be
disclosed by the recipient in any manner whatsoever.
9.3. The recipient shall have no non-disclosure obligation hereunder with respect to any Confidential
Information which (A) has been legally made public, other than by acts of the recipient in violation of this
Agreement or (B) was or becomes independently known or available to the recipient, on a non-confidential
basis, from a source other than the disclosing party and which is not subject to any restrictions or disclosure
or (C) is independently developed by the receiving party, such independent development being reasonably
documented or (D) is disclosed with written permission by the disclosing party or (El is obligated to be
produced where required by a court order or (F) is obligated to be produced as required by law, including
the Freedom of Information Act, Public Records Act(s), and the like.
9.4. The recipient shall notify the disclo sing party promptly of any loss, misuse or misappropriation of the
Confidential Information. Recipient agrees that no license, either expressed or implied, is hereby created
or granted to recipient by disclosing party to use any of the Confidential Infor mation. All rights and title to
the Confidential Information shall remain in the disclosing party.
10.Dispute Resolution.
10.1. If any dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree to meet
and confer and negotiate in good faith prior to initiating a suit for damages. However, this Section does not
prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either
party may make a written request for a meeting between representatives of each party within 14 calendar
days after receipt of the request or such later period as agreed by the parties. Each party shall include, at
a minimum and to the extent possible, one senior level individual with decision making authority regarding
the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a
resolution of the dispute. If, within 30 calendar days after such meeting, the parties have not succeeded in
negotiating a resolution of the dispute, they will proceed directly to mediation via a mutually agreed third
party, with the cost of mediation equally shared between the City and IPS or as otherwise agreed to
between the parties. Negotiation may be waived by a written agreement signed by both parties, in which
event the parties may proceed directly to mediation as described above.
11.Termination of Agreement.
11.1. If either the City or IPS violates any material term or condition of this Agreement or fails to fulfill in a timely
and proper manner its obligations under this Agreement, then the aggrieved party may give the other party
(the "responsible party") written notice of such failure or violation. The responsible party will correct the
violation or failure within 30 calendar days or as otherwise mutually agreed. If the failure or violation is not
corrected, this Agreement may be terminated immediately by written notice from the aggrieved party. The
option to terminate will be at the sole discretion of the aggrieved party.
12.Insurance.
IPS shall procure and maintain for the duration of the contract insurance against claims for security breaches,
system failures, injuries to persons, damages to software, or damages to property including computer equipment)
EXHIBIT 1
which may arise from or in connection with the performance of the work hereunder by IPS, its agents, representatives,
or employees. IPS shall procure and maintain for the duration of the contract insurance claims arising out of their
services and including, but not limited to loss, damage, theft or other misuse of da ta, invasion of privacy and breach
of data.
a.MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as:
1.Commercial General Liability {CGL): Insurance Services Office Form CG 00 01 covering CGL on an
"occurrence" basis, including products and completed operations, property damage, bodily
injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a
general aggregate limit applies, either the general aggregate limit shall apply separately to this
project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the
required occurrence limit:
2.Automobile Liability: Insur ance Services Office Form Number CA 0001 covering, Code 1 (any
auto), or if IPS has no owned autos, Code 8 (hired) and 9 (non-ow ned), with limit no less than
$1,000,000 per accident for bodily injury and property damage. (Not required if IPS does not
require an automobile to perform services.)
3.Workers' Compensation and Employer's Liability Insurance: Workers1 compensation insurance
as required by the State of California, with Statutory limits, and Employer's liability Insurance
with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if
IPS provides written verification it has no employees.)
4.Cyber Liability Insurance: Cyber liability Insurance, with limits not less than $2,000,000 per
occurrence or claim. Coverage shall be sufficiently broad to respond to the duties and
obligations as is undertaken by IPS in this agreement and shall include, but not be limited to,
claims involving security breach, system failure1 data recovery, business interruption, cyber
extortion, social eng ineer ing, invasion of privacy violations, information theft, damage to or
destruction of electronic information, release of private information, and alteration of
electronic information. The policy shall provide coverage for breach response costs, regulatory
fines and penalties as well as credit monitoring expenses.
5.Technology Professional Liability Errors & Omissions: Technology Professional liability Errors
and Omissions Insurance appropriate to IPS's profession and work hereunder, with limits not
less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the
duties and obligations as is undertaken by IPS in this agreement and shall include, but not be
limited to, claims involving security breach, system failure, da ta recovery, business interruption,
cyber extortion, social engineering, invasion of privacy violations, information theft, damage to
or destruction of electronic information, release of private information, and alteration of
electronic information. The policy shall provide coverage for breach response costs, regulatory
fines and penalties as well as credit monitoring expenses.
(a)The Policy shall include, or be endorsed to include, property damage liability coverage
for damage to, alteration of, loss of, or destruction of electronic data and/or
information "property'' of the City in the care, custody, or control of the IPS. If not
EXHIBIT 1
covered under IPS's liability policy, such "property" coverage of the City may be
endorsed onto IPS's Cyber Liability Policy as covered property.
6.If IPS maintains broader coverage and/or higher limits than the minimums shown above, the
City requires and shall be entitled to the broader coverage and/or the higher limits maintained
by IPS. Any available insurance proceeds in excess of the specified minimum limits of insurance
and coverage shall be available to the City.
b.Other Insurance Provisions -The insurance policies are to contain, or be endorsed to contain, the
following provisions:
1.Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be
covered as additional insureds on the CGL policy with respect to liability arising out of work or
operations performed by or on behalf of IPS including materials, parts, or equipment furnished
in connection with such work or operations. General liability coverage can be provided in the
form of an endorsement to IPS's insurance (at least as broad as ISO Form CG 20 10 11 85 or both
CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
Please note, if there is an insured vs. insured exclusion on IPS's policy, City will carefully review
with IPS and their insurance carrier on whether being added as an additional insured onto IPS's
policy removes City's ability to file suit against IPS and draw upon the policy should final
adjudication in a lawsuit state that IPS shall pay damages to City.
2.Primary Coverage: For any claims related to this contract, IP5's insurance coverage shall be
primary. Coverage for commercial liability shall be at least as broad as ISO CG 20 01 04 13 as
respects the City, its officers, officials, employees, and volunteers. Any insurance or self
insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess
of IPS's insurance and shall not contribute with it.
3.Notice of Cancellation: Each insurance policy required above shall state that coverage shall not
be canceled, except with notice to the City.
4.Waiver of Subrogation: IPS hereby grants to City a waiver of any right to subrogation which any
insurer of IPS may acquire against the City by virtue of the payment of any loss under such
insurance. IPS agrees to obtain any endorsement that may be necessary to affect this waiver of
subrogation, but this provision applies regardless of whet her or not the City has received a
waiver of subrogation endorsement from the insurer.
5.Self-Insured Retentions: Self-insured retentions must be declared to and approved by the City.
The City may require IPS to provide proof of ability to pay losses and related investigations, claim
administration, and defense expenses within the retention. The policy language shall provide,
or be endorsed to provide, that the self-insured retention may be satisfied by either the named
insured or City.
6.Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business
in the state with a current A.M. Best's rating of no less than A-:VII, unless otherwise acceptable
to the City.
7.Claims Made Policies: If any of the required policies provide coverage on a claims-made basis:
EXHIBIT 1
1.The Retroactive Date must be shown and must be before the date of the contract or
the beginning of contract work.
2.Insurance must be maintained and evidence of insurance must be provided for at least
five (5) years after completion of the contract of work.
3.If coverage is canceled or non-renewed, and not replaced with another claims-made
policy form with a Retroactive Date prior to the contract effective date, IPS must
purchase "extended reporting" coverage for a minimum of five (5) years after
completion of contract work.
8.Verification of Coverage: IPS shall furnish the City with original Certificates of Insurance
including all required amendatory endorsements (or cop ies of the applicable policy language
effecting coverage required by this clause) and a copy of the Declarations and Endorsement
Page of the CGL policy listing all policy endorsements to City before work begins. However,
failure to obtain the required documents prior to the work beginning shall not waive IPS's
obligation to provide them. City reserves the right to require complete, certified copies of all
required insurance policies, including endorsements required by these specifications, at any
time.
9.Subcontractors: IPS shall require and verify that all subcontractors maintain insurance meeting
all the requirements stated herein, and IPS shall ensure that City is an additional insured on
insurance required from subcontractors.
10.Special Risks or Circumstances: City reserves the right to modify these requirements, including
limits, based on the nature of the risk, prior experience, insurer, coverage, or other special
circumstances.
13.Indemnification and Limits of Liability
13.1. IPS agrees to defend with counsel reasonably acceptable to the City and indemnify City, its elected and
appointed officials, officers, agents, employees, contractors and agents (collectively, the "Indemnified
Parties") from and against losses, claims, expenses (including, but not limited to, reasonable attorneys'
fees), costs, liabilities or damages (collectively, "Losses") arising from IPS's breach of its obligations under
this Agreement, arising from IPS's acts or omissions, for any Losses incurred by or asserted against any one
or more or all of the Indemnified Parties by reason of damage to property or injury to, or death of, any
person, caused by the acts, omissions, or negligence of IPS, its employees, agents or contractors. IPS shall
not be responsible for any Losses attributable to acts, omissions, or negligence of the Indemnified Parties,
including misuse or abuse of IPS Equipment and Services, nor for any Losses arising directly or indirectly
caused by acts of vandalism.
13.2. IPS represents and warrants that any products or services provided under this Agreement are either
original, or not encumbered, and do not knowingly infringe upon the copyright, trademark, patent or
other intellectual property rights of any third party or are in the public domain. If any products or
services associated with this Agreement provided hereunder become the subject of a claim, suit or
allegation of copyright, trademark or patent infringement, IPS agrees to indemnify, defend, and hold
harmless the City, its officers, employees and agents from and against any and all claims, actions, costs,
EXHIBIT 1
judgments or damages, of any type, alleging or threatening that any products or services provided under
this contract infringe the copyright, trademark, patent or other intellectual property.
13.3. Notwithstanding the foregoing, this indemnification shall not apply to claims made by third parties in
instances in which (a) IPS simply followed the directions or instructions provided by City; (b) City
changed, modified or altered the services rendered or tasks performed by IPS such that, absent City's
actions, no such claims would have been brought against JPS and/or City; or (c) the claims asserted by a
third party derive from the combination of technology and/or intellectual property of JPS when used
with City's owned or licensed technology and/or intellectual property such that, absent such
combination, no such claims could have independently been brought by or against JPS.
13.4. In order for City to obtain the indemnification from IPS specified herein, City must: (a) notify JPS in writing
of the claims for which indemnification is sought; (b) provide IPS with copies of all pleadings, writings and
documents pertaining to such claim; (c) permit JPS to control the defense of such claim and all settlement
discussions in regards to resolving such claim; and {d) provide reasonable cooperation to IPS in regards to
the litigation or negotiation of a resolution of such claim. Notwithstanding the foregoing sentence, JPS will
not enter into any settlement without City's prior written consent, unless all third party claims against City
are released without any further liability on City's part. This paragraph shall survive the termination or
expiration of this Agreement.
13.5. Nothing in this Agreement shall constitute any form of real or implied revenue guarantee by IPS.
13.6. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL
EITHER PARTY BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR
PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST
REVENUES, ANTICIPATED RENVUES OR OTHER MONETARY LOSS, ARISING OUT OF OR RELATED TO THIS
AGREEMENT AND ANY ACTIONS OR OMISSIONS WITH RESPECT THERETO, WHETHER OR NOT ANY SUCH
MATTERS OR CAUSES ARE WITHIN A PARTY'S CONTROL OR DUE TO NEGLIGENCE OR OTHER FAULT ON THE
PART OF A PARTY, ITS AGENTS, AFFILIATES, EMPLOYEES OR OTHER REPRESENTATIVES, AND REGARDLESS
OF WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT, BREACH OF WARRANTY OR OTHERWISE. WITH
THE EXCEPTION FOR INTELLECTUAL PROPERTY CLAIMS, THETOTAL CUMMULATIVE LIABILITY INCURRED BY
IPS IN CONNECTION WITH THIS AGREEMENT SHALL BE SOLELY LIMITED TO THE AMOUNT OF THE
INSURARABLE LIMITS PROVIDED BY IPS.
13.7. CUSTOMER AGREES THAT JPS SHALL NOT BE LIABLE FOR ANY LOSS, SPECIAL, INDIRECT, INCIDENTAL,
CONS EQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING WITHOUT
LIMITATION, LOST PROFITS, LOST REVENUES, ANTICIPATED RENVUES OR OTHER MONETARY LOSS, ARISING
OUT OF OR RELATED TO THIS AGREEMENT AND RESULTING FROM INTERRUPTION OF OR OTHER
DEFICIENCIES IN WIRELESS OR INTERNET SERVICE, WHETHER OR NOT ANY SUCH MATTERS OR CAUSES ARE
WITHIN A PARTY'S CONTROL, AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT,
BREACH OF WARRANTY OR OTHERWISE.
13.8. Both Parties acknowledge that the Limitations of Liability set forth above are fundamental elements of this
Agreement, without which JPS would not have entered into this Agreement.
14.Liens and Taxes.
EXHIBIT 1
14.1. City shall keep the Equipment free and clear of all levies, liens, and encumbrances, except those created
by this Agreement. City shall pay, when due, all charges and taxes (local, state, and federal), which may
now or hereafter be imposed in conjunction with this Agreement.
15.Notices.
15.1. All notices under this Agreement must be in writing, shall refer to the title and effective date of this
Agreement, and shall be sufficient if given personally, sent and confi rmed electronically, or mailed certified,
return receipt requested, postage prepaid, and at the address hereinafter set forth or to such address as
such party may provide in writing from time to time. Any such notice will be deemed to have been received
five days subsequent to mailing. Notices shall be sent to the following addresses:
IPS:
To City:
IPS Group, Inc.
7737 Kenamar Court
San Diego, CA 92121
Attn: Chad Randall
chad.randall@ipsgroupinc.com
tel: 858-4040-0607
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714-647-6956
With courtesy copies to:
Executive Director, Community Development Agency City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, California 92702 Fax:714-647-6549
EXHIBIT 1
16.Relationship of the Parties.
16.1. This Agreement shall not be construed as creating an agency, partnership, joint venture or any other form
of association between the parties, and both parties shall be and remain independent entities. Neither
party has the right or authority, express or implied, to assume or create any obligation of any kind, or to
make any representation or warranty, on behalf of the other party or to bind the other party in any respect
whatsoever, except as otherwise provided in this Agreement.
17.Assignment.
17.1. Should the City enter into an agreement with a third party for parking operations during the term of this
Agreement, IPS shall provide that operator the same rights, terms, and conditions as included in this
Agreement. Such assignment shall not be effective unless and until the City has provided notice to the IPS
of such assignment, and any such third party will be required to adhere to all terms and conditions
contained herein.
17.2. IPS may not assign, hypothecate or transfer this Agreement or any interest therein directly or indirectly, by
operation of law or otherwise without the prior written consent of City, which shall not be unreasonably
withheld.
18.General Provisions.
18.1. Waiver. A waiver of any breach of this Agreement shall not be deemed a waiver of any subsequent
breach of the same or any other term, covenant or condition of this Agreement. No delay or failure on
the part of either party to insist on compliance with any provision of this Agreement shall constitute a
waiver of such party's right to enforce such provision, no matter the length of the delay. In the case of
any granted waiver by the consenting Party, which must be provided in writing, such waiver shall not
constitute a waiver of the same obligation or any other obligation under this Agreement.
18.2. Documentation. IPS shall provide the City with any required documentation to substantiate our ability
to conduct business and shall also provide security documentation related to our credit card processing
services, including the Attestation of Compliance (AOC), upon request. The City acknowledges that the
security documents provided by JPS shall be considered Confidential documents and shall be subject to
the terms of section 9 above.
18.3. Modification or Amendment. No oral modifications shall be effective and nothing shall be deemed as a
modification of this Agreement unless provided in writing and signed by both Parties.
18.4. Entire Agreement. This Agreement sets forth the entire agreement between the par ties with respect to
the subject matter hereof. Understandings, agreements, repres entations or warranties not contained
in this Agreement, or as written amendment hereto, shall not be binding on either party. Except as
provided herein, no alteration of any terms, conditions, delivery, price, quality or specifications of this
Agreement shall be binding on either party without the written consent of both parties.
18.5. Injunctive Relief. The parties agree that a breach of the obligations in Section 8 ("Intellectual Property
and Ownership") and Section 9 ("Confidential Info rmation") may cause irreparable harm to the affected
party, the amount of which would be impossible to ascertain, and that there is no adequate remedy at
law. Notwithstanding the provisions of Section 10 ("Dispute Resolution"), and in addition to any other
rights and remedies it may have, the affected party shall have the right to obtain an injunction from a
EXHIBIT 1
court of competent jurisdiction restraining such breach or threatened breach and to specific per
formance of any provision of this Agreement, and both parties agree that no bond or other security shall
be required in obtaining such equitable relief.
18.6. Integration. This Agreement may be executed in multiple counterparts each of which shall be deemed
an original, but all of such taken together shall constitute only one Agreement, superseding all prior
understandings, oral or written; and it is expressly understood and that this Agreement does not
obligate either party to enter into any other or further agreements.
18.7. Governing Law. This Agreement shall not be construed against either party regardless of which party
drafted it. This Agreement shall be construed and enforced according to the laws of the State of
California, without regards to conflict-of-laws principles, and all local laws, ordinances, rules, and
regulations.
18.8. Venue and Jurisdiction. The City and IPS agree that the venue shall be in Orange County, California. Any
litigation arising out of this Agreement may only be brought in either the United States District Court,
Central District of California, Southern Division, or the Superior Court of California, County of Orange,
as appropriate. The parties agree that venue exists in either court, and each party expressly waives any
right to transfer to another venue. The parties further agree that either court will have personal
jurisdiction over the parties to this Agreement.
18.9. Attorney's Fees. If any suit, action, arbitration or other proceeding is instituted upon this Agreement or
to enforce rights, judgments or otherwise pursue, defend or litigate issues, or any other controversy
arises from this Agreement, the prevailing party shall be entitled to recover from the other party and
the other party agrees to pay the prevailing party, in addition to costs and disbursements allowed by
law, such sum as the court, arbitrator or other adjudicator may adjudge reasonable as an attorney's fee
in such suit1 action, arbitration or other proceeding, and in any appeal. Such sum shall include an
amount estimated by the court, arbitrator or adjudicator, as the reasonable costs and fees to be
incurred in collecting any monetary judgment or award or otherwise enforcing each award, order,
judgment or decree entered in such suit, action or other proceeding,
18.10. Force Majeure. If any party is prevented from performing its obligations stated in this Agreement by
any event not within the reasonable control of that party, including, but not limited to, acts of God, war,
civil disturbance, insurrection, civil commotion, destruction of production facilities or material s by
earthquake, fire, flood or storm, labor disturbances including strikes or lockouts or epidemic, and
failures of public utilities (such as internet, cellular network, and electricity), it shall not be in default in
the performance of its obligations stated in this Agreement. Provided, however, any party delayed by
such an event shall request an extension of time to perform its obligations stated in this Agreement by
notifying the party to which it is obligated within ten days following the event. If the notified party
agrees that the event was the cause of the delay, the time to perform the obligations stated in this
Agreement shall be extended by the number of days of delay caused by the event. If the required notice
is not given by the delayed party, no time extension shall be granted. If any event of force majeure
exists for a continuous period of more than 120 days, then either party shall be entitles to terminate
this Agreement without being liable for any claim from the other party.
EXHIBIT 1
18.11. Severability. If any provision in this Agreement subsequently is determined to be invalid, illegal or
unenforceable, that determination shall not affect the validity, legality or enforceability of the remaining
provisions stated in any section or sub-section of this Agreement unless that effect is made impossible
by the absence of the omitted provision.
18.12. Authorization. Both parties represent and warrant that the person executing this Agreement on
behalf of each party is an authorized agent who has actual authority to bind each party to each and
every term, condition, and obligation of this Agreement and that all requirements of each party have
been fulfilled to provide such actual authority.
18.13. Determination. Notwithstanding anything to the contrary, should either Party be required to make
any determination in terms of this Contract, such determination shall be made in a reasonable and
objective manner.
18.14. Binding Document. The City and IPS each binds itself, its partners, successors, assigns, and legal
representatives to the other party hereto in respect to all covenants, conditions, and obligations
contained in the Agreement.
18.15. Section Headings. All section headings in this Agreement are for the convenience of reference and
are not intended to define or limit the scope of any provision of this Agreement.
18.16. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be
exercised after termination of this Agreement, will survive termination and remain effective for a
reasonable time. Any obligation that accrued prior to termination of this Agreement will survive
termination of this Agreement.
SIGNATURE PAGES WILL FOLLOW
EXHIBIT 1
In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.
ATTEST:
Daisy Gomez
City Clerk
APPROVED AS TO FORM:
Ryan 0. Hodge
Assistant City Attorney
CITY OF SANTA ANA, a municipal corporation
By: _________ _ Kristine Ridge
City Manager
IPS GROUP, INC.,
a Pennsylvania corporation
By: __,__u.z=<,..'L.!.toP--=---..>.2R/!J-<--CHAD P. RANDALL
Chief Operating Officer
EXHIBIT 1
ATTACHMENT A
PROPOSAL LETTER DATED AUGUST 19, 2021
EXHIBIT 1
ATTACHMENT A
Julie Castro-Cardenas
Economic Development Specialist II
City of Santa Ana
Community Development Agency
Date: August 19, 2021
Re: IPS 4G Modem Upgrade
Dear Julie,
San Diego, CA 92121 , 111711.JIIC:::
7737 Kenamar Coult � 1 877 630 6638 .IIT ,--.::::::,
ipsgroup.com � GR�
As wireless carriers are planning to sunset older networks in favor of newer 4G and 5G technologies, IPS
wants to give you the latest information on 2G/3G network longevity based on the information avai lable
today.
VERIZON
Verizon Wireless has provided a written commitment to IPS that Verizon Wireless will continue to
operate and maintain our existing CDMA (2G) network until the end of 2022.
T-MOBILE
T-Mobile has stated that they intend to sunset their 3G network starting as early as January 2021, with
no further definition on exact time or the schedule of affected geographic markets. However, all !PS
T-Mobile 3G modems also support 2G, which means that if 3G service is not available, the modem will
use the available T-Mobile 2G network when possible. While there is not yet a firm commitment with
regards to T-Mobile 2G longevity, we believe that 2G is likely to continue to be available until the end of
2021, and perhaps longer. However, we do not have a firm commitment in writing at this time,
although we have requested it.
To provide our customers with peace-of-mind, IPS can offer our clients with 4G LTE upgrades for older
2G/3G wireless systems and/or offer new products which come standard with 4G LTE wireless
technology. Today, IPS operates the largest 4G LTE install base in the world for parking meter products.
Many existing customers nationwide are actively making plans to upgrade their systems.
The City of Santa Ana currently has 593 meters that are eligible for upgrade to 4G modems:
Carrier Quantity
T-Mobile 434
Verizon 159
City of Sant Ana
From IPS Group Inc.
4G Modem Est. Shipping Cost Ext. Cost
$ 185.00 $ 20.00 $ 205.00 $ 88,970.00
$ 185.00 $ 20.00 $ 205.00 $ 32,595.00
TOTAL $ 121,565.00
*Option to RMA meters at time of upgrade for additional $95.
Page 1 of 2
EXHIBIT 1
7737 Kenamar Cour
�
� San Diego, CA 92121 . / ,..;� 1 877 630 6638 ,,--.,::,
ipsgroup.com V GROUP
;
We can supply these upgrades shortly after you may elect to purchase the upgrades and can do this at
times/intervals that ensure that there is no loss of revenue for the City. This will ensure the longevity of
the City's fleet and further ensure that the City is not obliged to spend additional ca pital on its parking
assets for many years to come.
As IPS is the manufacturer of the MS'M meter, IPS is the only company that can upgrade your 4G
modems. This is a proprietary product designed and manufactured solely for IPS meter technology.
We await your decision. If you need anything further from us to assist you in moving forward please do
not hesitate to contact us.
Respectfully,
Chad P Randall, COO -IPS Group Inc.
City of Sant Ana
From IPS Group Inc. Page 2 of 2
EXHIBIT 1
ATTACHMENT B
PRICING
EXHIBIT 1
ATTACHMENT B
PRICING
City of Santa Ana (COSA) has approximately 575 !PS Smart Meters that are in need ofa modem upgrade
because they currently have a 2G modem in which Verizon and T-Mobile will no longer be able to support as
of December 2022. In order to keep the Sm art Meters functioning properly, a modem upgrade is needed to 4G
before December 2022. COSA has the option to upgrade the Smart Meters at the price per unit listed below.
As an additional option, COSA may opt in to a new warranty option based on the terms and prices listed
below.
MKS Single-Space 4G Modem Upgrade Capitol Cost
Product/Service
4G Modem Upgrade (Includes new solar panel)
Optional: RMA Repair Service (includes 90 day warranty)
Shipping
Optional: Extended Warranty (per 12 month period)
Optional: Extended Warranty (60 month period)
*City may exercise this option at any point up to 1 year from date of repair
* Extended warranties are only available on items that undergo RMA Repair Service.
*Warranty starts on date RMA Repair Service is completed.
SINGLE-SPACE AND SENSORS
Price per unit
$185.00
$95.00
Free
$60.00
$210.00
COSA has the option to purchase sensors at any point throughout the duration of the term of this agreement.
Capital and Ongoing Costs
Product/Service Price per unit
MS'" JPS Credit Card-Enabled Single-Space Meter $495.00 (includes 12-month warranty, RFID tag)
Optional: Add BLE capability $65.00
Optional: Add NFC contactless payment capability $45.00
Optional: Extended Warranty (per 12 month period) $50.00
Optional: Extended Warranty ( 48 month period) $170.00
Dome Mount Vehicle Detection Sensors (includes 12-month warranty) $295.00
Pole 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
Page 1 of 9
EXHIBIT 1
M5'" Ongoing Fees Option 1 Option 2
Secure Wireless Gateway /Data Fee and Meter Management $6.25 $8.75 System Software License Fee (per meter per month)
Secure Credit Card Gateway Fee (per transaction) $0.13 $0.06
Optional: Merchant Processing Fees (per transaction) To be quoted based on volume
Optional: AP! or Data Integration Services To be quoted based on need
*COSA has the option to remain at the existing license fee as listed in Option 1 or change to Option 2 at any point
throughout the duration of this agreement
Vehicle Detection Sensors Ongoing Costs Cost per space per month
Management System/Base Data Fee $3.50
Optional: Real Time Reporting Fee $2.75
Note: This pricing is FOB, /PS Group, San Diego, CA. Sales taxes and shipping charges will be added to the final invo,ce, !PS
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 (CPl-U) for the U.S. City Average compounded annually.
Spare Parts
COSA has the option to purchase spare parts as needed based on the price list as show below. COSA and JPS
may negotiate competitive pricing for bulk orders as needed/requested.
MS'" parking meter Spare Part Pricing MS'"
Single Space Electronic Meter Mechanism $495.00
Card Entry Keypad Assy $55.00
Hybrid Card Reader $52.00
Coin Validator $75.00
Complete Top Cover (with Lexan insert) $75.00
Lexan for Top Cover $25.00
Coin Entry Slot $2.00
MS Battery Pack (H3) $35.00
MS Battery Pack (HS) [available on the 147 /247 models only) $45.00
Solar Panel / Communications Board $185.00
Main Board $185.00
Display Board $95.00
Display Board with NFC $140.00
BLE Beacon Upgrade $65.00
RFID Tag $10.00
MKS Batter Charger (daisy chain charging unit) $125.00
Card Reader Cleaning Card featuring Waffletechnology® ( 40) per box $54.00
!PS vehicle detection sensor $295.00
Battery Replacement (per D-cell) $20.00
Page 2 of 9
EXHIBIT 1
Note: This pricing is FOB, JPS Group, San Diego, CA. Sales taxes and shipping charges will be added to the final invoice. JPS
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-UJ for the U.S. City Average compounded annually.
MULTI-SPACE METERS
COSA has the option to purchase the following equipment as needed throughout the duration of this agreement.
MS1'" Multi-Space Price Per Unit
!PS MS1'" Multi-Space Pay Station -Pay and Display, Pay-by-Space, or Pay-by-
Plate (Monochrome Display, Card and Coin, Solar powered, Includes 12-month $5,850.00
warranty)
!PS 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 $6,600.00
warranty)
Shipping and Installation (per unit) -During normal business hours.
(Ex Works -to be quoted based on final scope of work. Concrete work is not TBQ
included)
Optional: Contactless Card Reader (NFC) $399.00
Optional: Add for Bill Note Acceptor (BNA) and 1 Stacker $1,250.00
Optional: Additional Coin Box $195.00
Optional: Additional BNA Stacker $230.00
Optional: MS1 Extended Parts Warranty (per 12 month period) $295.00
Optional: MS3 Extended Parts Warranty (per 12 month period) $395.00
MS1 '" Ongoing Costs On-Street Off-Street
Secure Wireless Gateway/Data Fee and Meter Management $55.00 $25.oo / $55.oo System Software License Fee (per meter per month)
Secure Credit Card Gateway Fee Included $0.13 / $0.06 (per transaction)
Optional: Merchant Processing Fees (per transaction) To be quoted based on volume
Optional: AP! or Data Integration Services To be quoted based on need
Note: This pricing is FOB, JPS Group, San Diego, CA. Sales taxes and shipping charges will be added to the final invoice. JPS
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-UJ for the U.S. City Average compounded annually.
Page 3 of 9
EXHIBIT 1
Spare Parts
Spare Parts List MSl'" MS3'"
Standard Card Reader Assembly $129.00 $149.00
AC power upgrade kit $150.00 $150.00
Coin Validator Assembly $75.00 $95.00
Bill Note Acceptor Assembly (with 600 note stacker)* $1,250.00 $1,250.00
Additional 600 note stacker cartridge* $230.00 $230.00
Solar Panel Replacement Kit $795.00 $895.00
Main Operating Board $995.00 $995.00
4G wireless modem assembly $250.00 $250.00
LCD Display only (monochrome) $295.00 n/a
LCD Display only (color) n/a 1,100.00
Armored Display Glass $125.00 $125.00
Thermal Printer $795.00 $795.00
4-key Horizontal Keypad $69.00 $69.00
4-key Horizontal Keypad $69.00 n/a
4-key Vertical Keypad $69.00 n/a
6-key Horizontal Keypad $75.00 $75.00
Pay-by-Space Keypad Assembly $195.00 $195.00
Pay-by-Plate Alphanumeric Keypad Assembly $225.00 $225.00
Coin Shutter $195.00 $195.00
Contactless Payment Reader (NFC) $735.00 $735.00
E-lock $175.00 $175.00
Battery 32Ah (rechargeable) $324.00 n/a
Battery 72Ah (rechargeable) $450.00 $450.00
Additional Large Coin Canister $195.00 $195.00
Additional Small Coin Canister $95.00 $95.00
Standard Paper Rolls (standard) $25.00 $25.00 annrox 2000 3" tickets (.0045" thick1
Sticky Back Paper Rolls $30.00 $30.00 annrox. 2400 2.75" tickets (.004" thick)
Note: This pricing is FOB, JPS Group, San Diego, CA. Sales taxes and shipping charges will be added to the final invoice. !PS
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 (CP/•U) for the U.S. City Average compounded annually.
Page 4 of 9
EXHIBIT 1
MOBILE PAYMENTS
ParkSmarter'" Mobile Payment Solution
Product/Service Price per unit
ParkSmarter'" mobile payment decals for SSPM $2.00
ParkSmarter'" mobile payment decals for MSM TBQ
Decal Shipping TBQ
On-site Setup and Installation see below
Additional signage or scope of work to be quoted upon request TBQ
On-site setup: IPS shall provide the City with instructions on how to setup / install decals in support of the
ParkSmarter'" mobile payment application. However, !PS 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 based on $950/day/person.
Pet· Transaction Fees Fees
Secure Credit Card Gateway Fee [per transaction) $0.13
Optional: Pushing Time to Meter $0.10
Optional: Merchant Processing Fees [per transaction) $0.06-$0.08
Per transaction fees: !PS shall charge the City the same per transaction gateway fee as we currently charge
for the meter program in place today. No additional convenience charges are required, but can be added to
the user transaction if the City does not wish to pay this fee.
Preferred Card Processing Rates: Using our own payment provider !PS can provide preferred pricing for
small ticket mobile payment merchant processing. Quotes for this service are available upon request.
Integration Services
Product/Service Price per unit
Implementation with 3'' party for enforcement TBD
Customizations $200/hr
Implementation: !PS shall integrate with 3,, party enforcement software or !PS can provide the City with
!PS enforcement software at prices not included in this proposal. If any city designated 3,, party charges !PS
for such implementation, then those charges will be passed along to the City at !PS costs.
Note: This pricing is FOB, !PS Group, San Diego, CA. Sales taxes and shipping charges will be added to the final invoice. !PS
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 (CPJ-U) for the U.S. City Average compounded annually.
Page 5 of 9
EXHIBIT 1
REPLACEMENT PARTS & REPAIR SERVICES:
!PS 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 !PS at 7737 Kenamar Court, San Diego, CA, 92121, for repair or rework and !PS 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 !PS in order to avoid additional delays. An RMA may be
requested by contacting the responsible !PS customer support manager, by contacting the !PS Help desk,
phone ((877) 630-6638 or (858) 404-0607) or email (customersupport@ipsgroupinc.com). All items
returned to !PS must be securely package 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 !PS meter
management system.
Product/Service Price per unit
Single Space M3'" Non-Warranty repair work (includes parts/labor) $125.00 +
shipping
Single Space MS'" Non-Warranty repair work (includes parts/labor) $95.00 +
shipping
Multi-Space MSl'" To be quoted Non-Warranty repair work
On-site technical services: shall be quoted to include labor, travel costs, $150 per
accommodation, car rental and per diem costs. Spare Parts shall be quoted and hour or $950
added to final costs based on the identified needs. per day
Shipping costs for any of the above shall be added to the final invoice
Note: This pricing is FOB, !PS Group, San Diego, CA. Sales taxes and shipping charges will be added to the final invoice. /PS
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 (CPl�U) for the U.S. Cit;y Average compounded annually.
Page 6 of 9
EXHIBIT 1
JPS Limited Warranty
!PS will provide a limited parts warranty for any new meter or sensor product manufactured and supplied by IPS for12 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 deliveryreceived in the case of spare or repaired products. Software Services are provided "as-is" and JPS shall provide bugfixes 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 pre-paid 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. JPS strongly recommends tha t customers prepurchase 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. !PS 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. Warranty specifically excludes any consummable 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 JPS software without !PS 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. JPS provides no warranty with respect to any 3 rd 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 pr oduct 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 !PS. 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.
Page 7 of 9
EXHIBIT 1
Alternative Parking Payment Model
Subject to the final quantities and total cost, JPS can provide the City with an alternative payment
option which is based on the increased revenue generated by converting coin meters to JPS credit
card meters. The City may pay more up front to reduce the total monthly payments. JPS will
provide a complete amortization schedule in final agreement.
Formula for Alternative Payment Model:
ALL PARKING REVENUES (Cash and card) -(less) MONTHLY JPS FEES -BASELINE REVENUE=
MONEY REMAINING to pay for IPS HARDWARE PAYMENT.
Definitions: •Cash: IPS data management system will be used to quantify the monthly cash generated bythe meter system.
•Card: Revenues which are generated using credit/ debit card at IPS meters. IPS will holdthe merchant account and reconcile each month with the City, no later than 10 businessdays following the end of each calendar month.
•MONTHLY IPS FEES: as defined in IPS Pricing, all monthly IPS service, credit card gatewayfees are paid first out of the parking money generated by both cash and card.
•MONTHLY IPS HARDWARE PAYMENT: Monies paid towards the IPS meter hardware on aschedule defined by IPS. The MONEY REMAINING will be used to first pay for the IPSMONTHLY HARDWARE PAYMENT. If there is not enough MONEY REMAINING in each
calendar month to pay for the full MONTHLY IPS HARDWARE PAYMENT, then IPS would
receive 100% of what is available, and the remaining payment balance for MONTHLY IPSHARDWARE PAYMENT would be deferred and would accumulate until paid in full during
future periods.
•BASELINE REVENUE: Shall be the average monthly revenue generated by the parking
meter system for the areas to be upgraded over the last 12 months. This amount is defined
by this Agreement as [To be Determined].
Key terms and conditions of the Alternative Pricing Proposal:
•The lPS MONTHLY JPS FEES AND CC FEES shall continue for so long as the meters are
installed and are necessary for the ongoing operation of the meters.
•IPS Group retains complete ownership and title to all equipment until the IPS HARDWARE
PAYMEN T is paid in full.
•Number of metered spaces and number of paid parking days cannot decrease by more than
5% during the term, unless there are exceptional situations, for example construction,
which will be discussed with IPS in advance.
•Parking meter rates cannot decrease below current rates.
Page 8 of 9
EXHIBIT 1
•Parking enforcement staffing cannot decrease during the term of the Agreement, and City
cannot materially lessen enforcement that would result in lower meter payment
compliance.
•City staff shall continue to maintain all equipment according to recommended practices for
preventative maintenance and shall respond in a timely manner to any meter alerts in the
field with a target of 24 hours response time.
•City shall purchase all necessary spare parts and pay for any repair services as needed,
including but not limited to accidents or vandalism.
•JPS shall bear risk of loss of the Equipment, including any damage sustained during
transportation to the delivery site. Risk in the Equipment shall pass to City upon delivery.
Transfer of title to Equipment shall only pass to City upon full payment for the Equipment.
•The program contains a 12-month parts warranty, unless extended warranty is included in
the costs provided by this program. After this time, the City shall become responsible for
warranty repairs and associated costs.
JPS Is relying on City information related to parking meter revenues. Specifically, referring baseline
revenue over the last 12 months which is [to be determined]. This is a material fact upon which JPS
is making this proposal. Failure for the system to generate similar revenue in future years will
require the parties to negotiate in good faith to find an equitable solution, including an adjustment
of the payments schedule, term of the agreement, catch-up payments or return of the parking
meters to JPS. In the event that meters are returned to JPS, no revenues received by JPS shall be
refundable to the City. This process shall be initiated by JPS based on the payments received and
revenue performance of the system every six (6) months.
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EXHIBIT 1
IPS Limited Product Warranty
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
in stallation 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: JPS 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 pre-paid 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. JPS 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. Warranty specifically excludes any consummable items such as paper,
batteries, etc. Software warranty is void if usernames and/or passwords are shared with 3rd parties, or allowance of 3 rd party
access to 1PS 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 3rd 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
EXHIBIT 1
optimum performance. Cleaning cards may be purchased from JPS. 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 re ader, coin acceptor or printer (if ap plicable) 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 des cribed herein.
EXHIBIT 1
IPS Limited Enforcement/Permitting Software Warranty
IPS 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: IPS must have the opportunity to assist in the initial deployment and system installation.
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 pre-paid by the customer. Returns for credit will only apply
once IPS has received 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. NOTWITHSTANDING
ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE FOR
SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR NATURE,
INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES OR OTHER MONETARY LOSS, ARISING OUT OF OR
RELATED TO THIS AGREEMENT AND ANY ACTIONS OR OMISSIONS WITH RESPECT THERETO, WHETHER OR NOT ANY SUCH
MATTERS OR CAUSES ARE WITHIN A PARTY'S CONTROL OR DUE TO NEGLIGENCE OR OTHER FAULT ON THE PART OF A
PARTY, ITS AGENTS, AFFILIATES, EMPLOYEES OR OTHER REPRESENTATIVES, AND REGARDLESS OF WHETHER SUCH LIABILITY
ARISES IN TORT, CONTRACT, BREACH OF WARRANTY OR OTHERWISE. ANY LIABILITY INCURRED BY IPS IN CONNECTION WITH
THIS AGREEMENT SHALL BE LIMITED TO THE CONTRACT VALUE AS SET FORTH IN THIS AGREEMENT.
Exclusions: Warranty voided with use of imitation or non-genuine replacement parts, un-authorized 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 consummable
items such as paper, batteries, etc. Software warranty is void if usernames and/or passwords are shared with 3 rd parties, or
allowance of 3 rd party access to IPS software without JPS 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.
EXHIBIT 1