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HomeMy WebLinkAboutParking Contract 2024 - IPS - Kiosks (2)GROUP 7737 Kenamar Court San Diego, CA 92121 ipsgroup.com 858-404-0607 Date Created: Insert Date Created For: City of Waterloo, Iowa Page 1 of 16 AGREEMENT TO PURCHASE PARKING TECHNOLOGY AND RELATED SERVICES This Agreement To Purchase Parking Technology And Related Services ("Agreement") is made effective Insert Date 10/21/2024 (the "Effective Date"), by and between City of Waterloo, Iowa, a MUNICIPALITY (the "MUNICIPALITY"), and IPS GROUP, INC., a Pennsylvania corporation ("IPS") (collectively the "Parties" and each a "Party"), with reference to the following: RECITALS A. MUNICIPALITY is a duly organized and validly existing under the laws of the State of Iowa with the power to carry on its business as it is now being conducted under the statutes of the State of Iowa. B. IPS is a Pennsylvania corporation that is qualified to do business in the State of Iowa. IPS markets and supports a variety of parking technologies, hardware, software and related services. C. MUNICIPALITY 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 MUNICIPALITY upon the terms and conditions set forth below. The Equipment and Services are described in Attachment A. 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. MUNICIPALITY shall have the option to extend the term of the Agreement for five (5) additional one (1) year increments, for a total period of ten (10) years. Unless MUNICIPALITY notifies IPS at least ninety (90) days prior to the end of each such term that it will not extend the Agreement for an additional term, the term shall automatically renew for the next one (1) year period. 2. IPS Services. 2.1. Scope of Services. IPS agrees to diligently undertake, perform, and complete all of the services described in Attachment A as directed by the MUNICIPALITY. In the case of any conflict, the Terms and Conditions section of this Agreement shall supersede information contained in the Attachments or Exhibits contained herein. 3. MUNICIPALITY Services & Responsibilities. The MUNICIPALITY agrees to: 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 MUNICIPALITY. Page 2 of 16 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. Comply with applicable national, state, and local laws and regulations in any way relating to the possession or use of the Equipment and Services. 4. Equipment Delivery, Installation and Acceptance. 4.1. IPS shall deliver and install new, fully tested Equipment. No used or previously owned Equipment will be allowed unless otherwise agreed to in writing by the MUNICIPALITY. 4.2. Delivery and installation of all Equipment will take place during standard business hours. 4.3. Unless otherwise stated to the contrary, all prices for delivery of Equipment are FOB San Diego. 4.4. Unless otherwise notified in writing within thirty (30) days following delivery and installation, the Equipment shall be deemed accepted by the MUNICIPALITY and to its satisfaction. 5. Compensation 5.1. The MUNICIPALITY will compensate IPS for the IPS Equipment and Services, as set forth in Attachment B. 5.2. MUNICIPALITY further agrees to pay to IPS the amounts specified in Attachment B on a Net 30 basis from the date of invoice. 5.3. For any merchant accounts held by IPS for the benefit of the MUNICIPALITY, IPS shall be entitled to withhold any banking, interchange, gateway, convenience, service, merchant account, or other monthly fees when remitting a monthly net amount to the MUNICIPALITY. 5.4. Payment for the Equipment shall be due and paid upon delivery and installation of each batch or invoiced line item of Equipment to the MUNICIPALITY. 5.5. MUNICIPALITY agrees to promptly notify IPS in writing of any dispute with any invoice, and those invoices for which no such notification is made within 15 business days after receipt of the respective invoice shall be deemed accepted by the MUNICIPALITY. 5.6. MUNICIPALITY shall pay interest on any invoiced amounts with are unpaid after 45 days at a rate of 1.5% per month (18.0% per year, effective rate) and the maximum allowable by law, whichever is less, from the date such amounts become due. For amounts that are in excess of 90 days past due, MUNICIPALITY agrees to pay all costs incurred by IPS to collect any overdue amounts. 5.7. All pricing excludes any taxes that may be applicable to the MUNICIPALITY. Any applicable taxes will be added to invoices and will be paid by the MUNICIPALITY on submission of an invoice. Exemption from the payment of applicable taxes shall be provided by the MUNICIPALITY in writing. The MUNICIPALITY indemnifies IPS against any claim for payment of any such taxes. 5.8. 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. MUNICIPALITY Average. Such pricing adjustments shall require 30 days' prior notice and shall occur not more often than annually. Should IPS not adjust Agreement pricing during any one or more years during the Term, then notwithstanding such failure, if and when IPS makes such adjustment, the calculation of the Page 3 of 16 adjusted Agreement pricing may be compounded annually during the period when no adjustment was made when calculating the future Agreement pricing. 6. Risk and Title. 6.1. If IPS is responsible in terms of this Agreement to deliver the Equipment to a site nominated by MUNICIPALITY, then IPS 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 MUNICIPALITY upon delivery. Transfer of title to Equipment shall only pass to MUNICIPALITY 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 C, being the 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 MUNICIPALITY's request. Lead times and costs for such services will be provided at the time of the request. IPS shall ensure the availability of current manuals and shall provide all manuals for any future upgraded or new services to the MUNICIPALITY. 7.3. Wireless Coverage & Longevity: IPS does not operate a mobile wireless network but relies on third party carriers for this service. MUNICIPALITY agrees that it is not a 3rd party beneficiary of any agreements between IPS and its carrier partners, and as there is no direct contract between the MUNICIPALITY 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 Agreement, IPS shall provide the MUNICIPALITY the ability to upgrade or change carriers as needed, at the prices contained herein provided that the new carrier's rates to IPS are not increased, or at such prices as may be agreed in advance. Any such change or upgrades shall be at the sole cost and discretion of the MUNICIPALITY. 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 MUNICIPALITY software Services free from any viruses, programs, or programming devices designed to modify, delete, damage or disable the software Services or MUNICIPALITY data. 7.5. MUNICIPALITY warrants that it shall not share usernames or passwords to allow any 3rd 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. MUNICIPALITY further agrees to not knowingly do anything that could potentially 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 3RD PARTY EQUIPMENT, WIRELESS COVERAGE OR SOFTWARE SERVICES, WHETHER SUPPLIED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE. IPS AFFIRMATIVELY EXCLUDES ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR Page 4 of 16 WRITTEN), WITH RESPECT TO THE EQUIPMENT AND/OR SERVICES 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. 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, and the right to sub -license, all intellectual property embodied, practiced, or employed in IPS Equipment and Services being used by the MUNICIPALITY pursuant to this Agreement. Upon notice of an alleged infringement of the intellectual property of IPS or any 3rd-party supplier, or if in IPS's opinion such a claim is imminent, IPS shall, at its option, obtain the right for MUNICIPALITY to continue to use the intellectual property, substitute other intellectual property with similar operating capabilities, or modify the Equipment or Services so that it is no longer infringing. 8.2. IPS hereby grants the MUNICIPALITY, including its departments, commissioners, officials, officers, employees, consultants, and agents (collectively, "MUNICIPALITY") all the rights, licenses and sub -licenses required to use IPS Equipment and Services. Such rights, licenses and sub -licenses are limited, non - assignable, non -transferable and non-exclusive, and solely for the MUNICIPALITY'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, methodologies, software, 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 IPS and provided to the MUNICIPALITY ("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 MUNICIPALITY 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. Should the MUNICIPALITY be obliged to disclose any information relating to the Equipment, the Services or any Confidential Information concerning IPS, the MUNICIPALITY undertakes to give IPS prior written notice of its intention to do so and to afford IPS sufficient time in which to launch injunctive proceedings. 8.5. The MUNICIPALITY agrees that it shall not knowingly agree, whether directly or indirectly, to 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. 8.6. The provisions of this Section will survive expiration or termination of this Agreement. 9. Confidential Information. Page 5 of 16 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." 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 on 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 (E) is obligated to be produced where required by a court order. 9.4. The recipient shall notify the disclosing 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 Information for any purpose other than the purposes of this Agreement. 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 MUNICIPALITY 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 for Cause. 11.1. If either the MUNICIPALITY 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 Page 6 of 16 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 and shall not affect the aggrieved party's right to claim damages. 12. Termination of Agreement for Convenience. 12.1. If at any time during the term of this Agreement, the MUNICIPALITY is unable to budget funds to support this Agreement due to financial constraints, a declaration of bankruptcy or financial insolvency, the MUNICIPALITY may terminate this Agreement for convenience upon ninety (90) days written notice of such termination. Upon a termination for convenience, MUNICIPALITY waives any claims for damages, including but not limited to loss of anticipated revenues or profits. As IPS's sole remedy and MUNICIPALITY's sole liability, MUNICIPALITY will pay IPS in full for all outstanding invoices for Equipment provided and Services rendered on or before the date of termination for convenience, as well as reasonable costs actually incurred by IPS related to the labor, and materials used specifically for decommissioning, removing, reinstating/repairing the site after removal or disabling the Equipment and Services. 13. Insurance. 13.1. IPS agrees to obtain and maintain during the term of this Agreement the following minimum insurance. Certificates of Insurance: Prior to commencing work under the Agreement, IPS agrees to furnish Certificates of Insurance coverage as set forth below. The premiums for such insurance shall be paid by IPS. 13.2. Commercial General Liability. i. Minimum Limits: IPS shall obtain minimum limits of $1,000,000.00 each occurrence for bodily injury and property damage, $1,000,000.00 general aggregate, $1,000,000.00 products/completed operations aggregate, and $1,000,000.00 personal and advertising injury. The general aggregate limit shall apply on a "Per Project" basis. These minimum limits may be obtained by a primary liability policy, umbrella/excess liability policy, or any combination thereof. ii. Additional Insured: If IPS is required to indemnify certain parties, then IPS shall include such indemnified parties as additional insureds under its Commercial General Liability Policy for liability due to IPS's negligence resulting from IPS's work for the indemnified parties. A copy of the additional insured endorsement shall accompany IPS's certificate of insurance. 13.3. Automobile Liability, including bodily injury and property damage coverage. i. Minimum Limits: IPS shall obtain minimum limits of $2,000,000.00 each occurrence for all owned, hired, and non -owned vehicles written on a policy form equivalent to Insurance Services Office coverage form CA 0001. These minimum limits may be obtained by a primary liability policy, umbrella/excess liability policy, or any combination thereof. 13.4. Workmen's Compensation. IPS shall obtain Worker's Compensation in accordance with Federal and State Laws for all States in which work is performed. i. Waiver of Subrogation: IPS shall provide a waiver of subrogation with respect to workers compensation in favor of the MUNICIPALITY. A copy of the endorsement shall be attached to the certificate of insurance. 13.5. Employer's Liability Coverage. IPS shall obtain Employers Liability Coverage of at least $1,000,000.00 each accident, $1,000,000.00 disease policy limit and $1,000,000.00 disease each employee. Page 7 of 16 13.6. Professional [E&O], Data Breach, and Cyber Liability. IPS shall maintain Professional (E&O), Data Breach Liability, and Cyber Liability coverage in the amount of not less than $2,000,000.00 per claim. Coverage may be written on a claims made basis. 13.7. Cancellation: IPS shall provide to the Municipality 30 days' notice in the event of cancellation, termination, or non -renewal without replacement. This notice shall be 10 days in the event cancellation for non-payment of premium. 13.8. Carrier Rating: All carriers must have an AM Best rating of no less than A IX. 14. Indemnification and Limits of Liability 14.1. IPS agrees to defend with counsel reasonably acceptable to the MUNICIPALITY and indemnify MUNICIPALITY, 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, fines, fees, penalties, 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. This paragraph shall survive the termination or expiration of this Agreement. 14.2. Notwithstanding the foregoing, this indemnification shall not apply to claims made in instances in which (a) IPS simply followed the directions or instructions provided by MUNICIPALITY; (b) MUNICIPALITY changed, modified or altered the services rendered or tasks performed by IPS such that, absent MUNICIPALITY's actions, no such claims would have been brought against IPS and/or MUNICIPALITY; or (c) the claims asserted by a third party which derive from the combination of technology and/or intellectual property of IPS when used with MUNICIPALITY'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 IPS. 14.3. In order for MUNICIPALITY to obtain the indemnification from IPS specified herein, MUNICIPALITY must: (a) promptly notify IPS 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 IPS 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, IPS will not enter into any settlement without MUNICIPALITY's prior written consent, unless all third party claims against MUNICIPALITY are released without any further liability on MUNICIPALITY's part. This paragraph shall survive the termination or expiration of this Agreement. 14.4. Nothing in this Agreement shall constitute any form of real or implied revenue guarantee by IPS. 14.5. 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 Page 8 of 16 PARTY, ITS AGENTS, AFFILIATES, EMPLOYEES OR OTHER REPRESENTATIVES (INCLUDING ANY CLAIMS ARISING FROM INTERRUPTION OF OR OTHER DEFICIENCIES IN WIRELESS OR INTERNET SERVICES), AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT, BREACH OF WARRANTY OR OTHERWISE. THE TOTAL CUMMULATIVE LIABILITY INCURRED BY IPS IN CONNECTION WITH THIS AGREEMENT SHALL BE SOLELY LIMITED TO THE AMOUNT PAID TO IPS IN AN AMOUNT EQUAL TO THE PRECEDING 12 MONTHS TOTAL FEES PRIOR TO THE CLAIM. 14.6. Both Parties acknowledge that the Limitations of Liability set forth above are fundamental elements of this Agreement, without which neither Party would have entered into this Agreement. 15. Liens and Taxes. 15.1. MUNICIPALITY shall keep the Equipment free and clear of all levies, liens, and encumbrances, except those created by this Agreement. MUNICIPALITY shall pay, when due, all charges and taxes (local, state, and federal), which may now or hereafter be imposed in conjunction with this Agreement. 16. Notices. 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 confirmed 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: IPS Group, Inc. 7737 Kenamar Court San Diego, CA 92121 Attn: Chad Randall chad.randall©ipsgroupinc.com tel: 858-568-7609 MUNICIPALITY: City of Waterloo, Iowa 715 Mulberry Street Waterloo, IA 50703 Attn: Finance Department Page 9 of 16 17. Relationship of the Parties. 17.1. 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. 18. Assignment. 18.1. Should the MUNICIPALITY 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 MUNICIPALITY 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. 18.2. 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 MUNICIPALITY, which shall not be unreasonably withheld. 19. General Provisions. 19.1. 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. 19.2. 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. 19.3. Entire Agreement. This Agreement sets forth the entire agreement between the Parties with respect to the subject matter hereof. Understandings, agreements, representations 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. 19.4. Injunctive Relief. The Parties agree that a breach of the obligations in Section 8 ("Intellectual Property and Ownership") and Section 9 ("Confidential Information") 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 court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any provision of this Agreement, and both Parties agree that no bond or other security shall be required in obtaining such equitable relief and consents to the issuance of such injunction and to the ordering of specific performance without proof of actual damages. Page 10 of 16 19.5. 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. 19.6. 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 Iowa, without regards to conflict -of -laws principles, and all local laws, ordinances, rules, and regulations. 19.7. Venue and Jurisdiction. The MUNICIPALITY and IPS agree that venue and jurisdiction relating to this Agreement shall be in the Iowa District Court for Black Hawk County or the U.S. District Court for the Northern District of Iowa. The Parties agree that venue exists in either court, or 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. 19.8. 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 suit, 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. 19.9. 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 materials 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 (10) 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 entitled to terminate this Agreement without being liable for any claim from the other Party. 19.10. 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. 19.11. 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 Page 11 of 16 and every term, condition, and obligation of this Agreement and that all requirements of each Party have been fulfilled to provide such actual authority. 19.12. Determination. Notwithstanding anything to the contrary, should either Party be required to make any determination in terms of this Agreement, such determination shall be made in a reasonable and objective manner without undue delay. 19.13. Binding Document. The MUNICIPALITY 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. 19.14. 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. 19.15. 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 page to follow: Page 12 of 16 In witness whereof, the Parties have caused this Agreement to be executed the day and year first above written. MUNICIPALITY: ATTEST: By: Nlelley EelcIile CITY CLERK TO FORM: Ma'..1-4-i,vw -P2lEr52w By: MUNICIPALITY Attorney DIGITALLY SIGNED Ji Mayor APPROVED AS IPS GROUP, INC., a Pennsylvania corporation By: Brian Webber General Counsel Page 13 of 16 ATTACHMENT A - SCOPE OF SERVICES SCOPE OF WORK PRODUCTS & SERVICES Date Created: Created For: 9.4.2024 City of Waterloo, IA 14 Waterloo, IA I Scope of Work TABLE OF CONTENTS SCOPE OF WORK: PRODUCTS & SERVICES 16 MULTI -SPACE PAY STATION 17 FEATURES INCLUDED 17 RATE STRUCTURE 17 INSTALLATION SERVICES 17 PARK SMARTERTM & TEXT2PAYTM 18 FEATURES INCLUDED 18 DATA MANAGEMENT SYSTEM (DMS) 19 CLIENT SUPPORT 20 IPS, IPS GROUP, and other IPS-owned marks are trademarks and/or registered trademarks of IPS Group Inc. IPS reserves all rights to the IPS copyright materials contained herein. All third -party company names, product names, and trademarks are owned by their respective owners and are used for reference purposes only. 15 Waterloo, IA I Scope of Work SCOPE OF WORK: PRODUCTS & SERVICES 16 Waterloo, IA I Scope of Work TI-SPACE PAY STATION IPS will furnish and install the following multi -space pay station equipment for the CUSTOMER. The Pay Stations will be configured based on the rate structure provided by the CUSTOMER. Additional rate structures or feature requests beyond what is listed may result in a delay in the go -live plan. FEATURES INCLUDED ■ Model: MS3 (21 Units) Power Source: Solar Mode: Pay -by -Plate Payments Accepted: o Credit/debit cards (Visa, MC, AMEX, and Discover) o Coins (no dollar coins) o NO CASH o EMV "touchless" options including pay -by -cell integration, smart payments (e.g., Apple PayTM and Google PayTM) On-street/off-street: On -street Integrations: Passport Mobile App & Genetec LPR Notes: o The city of Waterloo will be the merchant of record and will be required to provide a Merchant ID for meter payments. The city currently uses Elavon. o Final order to include recommended/required spare parts as specified on the sales quote. o The city has the option to utilize the IPS Permitting and Enforcment solution in the value add pricing section. RATE STRUCTURE ■ Blue Zone: 30 minutes - $0.25 Red Zone: 60 minutes - $0.25 Green Zone: 75 minutes - $0.25 Pink Zone: 150 minutes - $0.25 *Current rates as of 9/4/2024. The city evaluating a new rate structuere and the new rates will be reviewed by IPS prior to implementation. INSTALLATION SERVICES IPS will provide on -site installation of all hardware. The CUSTOMER will be responsible for providing adequate storage and working space before the installation. Additionally, the CUSTOMER will be responsible for adequate site prep at each install location once finalized by IPS and CUSTOMER. The site prep includes a 2' x 2' x 2' concrete pad and 110V A/C Power (if applicable). All Pay Stations will be firmly affixed to the concrete via standard concrete anchors. Any existing meter hardware will be removed by the City of Waterloo. 17 Waterloo, IA I Scope of Work TEXT -TO -PAY TM IPS will be providing our mobile payment solution called TEXT2PAYTM, which work alongside the existing mobile application (Passport) and the IPS Multi -Space Meters. TEXT TO PBH- TEXT2PAYTM integrates with the DMS to enable the management of parking policies with live alerts, reporting, and data analytics. The solution sends expiration notifications and allows the ability to add time to prevent parking ticket fines. FEATURES INCLUDED ■ Individual Pole Configuration (Single Space): N/A ■ Zone Configuration: Yes. Exact number and configuration of zones is TBD. ■ On -street or off-street: On -Street ■ Payments Accepted: Visa®, MasterCard®, American Express®, Discover®, Apple Pay®, and Google Pay TM ■ Integrations: Impark PayByX data aggregation for data collection and enforcement *IPS will provide standard decals for Text -to -Pay which will be applied to the Multi -Space Meters. The customer must select an option at time of order. Additionally, IPS can provide standard logos/artwork for signs. The city will be responsible for providing signage. 18 Waterloo, IA I Scope of Work DATA MANAGEMENT SYSTEM (DMS) With all meter implementations IPS will provide the CUSTOMER with access to the Data Management System to allow for the management of IPS Single -Space Meters and Multi -Space Meters as well as Park Smarter. The Data Management System (DMS) is a real-time, web -based application and is available 24/7 to authorized users. No local hardware is required. TECHNICAL FEATURES • Secure private cloud • Real-time updates and live alerts • Customizable routes to maximize efficiency Seamless integration with all IPS meters and sensors Ability to monitor meter health remotely Flexibility to use as much, or as little data as you choose Analytics view options to turn data into usable charts I. User profiles to control access • Compatibility with Android OS and Apple iOS OPERATIONAL REQUIREMENTS Hardware Requirements: IPS provides hosted DMS; no local hardware required. Network Requirements: High-speed internet connection recommended (such as cable or DSL access). Operating System Software Requirements: An internet browser is the only tool required to access the system. Windows and Apple iOS are typical. Browser Requirements: Any current internet browser will be sufficient. MS Edge, Mozilla Firefox, Google Chrome, and i0S-supported browsers are all compatible, including mobile phone browsers. 19 Waterloo, IA I Scope of Work CLIENT SUPPORT IPS 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 CUSTOMER's designated Client Success Team will include a Client Support Manager who understands all the intricacies of your project. The CUSTOMER will receive all the following support: ■ 24/7 Telephone Help Desk & Ongoing Support: Client service resources with in-depth system knowledge around the clock to ensure you get what you need, fast. Our team of experts is available 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 / emergency technical support to maintain constant coverage. Upon execution of the contract, IPS will provide contact information for all IPS senior staff. IPS Client Services can be reached toll -free at (858) 568-7648, or at customersupport@ipsgroupinc.com for non -emergencies. ■ Online Support and RMA Process (Meters): Online assistance and RMA management from one easy -to -use portal. The Data Management System (DMS) can be used to submit and track help tickets. (https://sso.ipsmetersystems.com). In the rare event that the meter cannot be repaired 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 pay the shipping costs to return the equipment to IPS' location and the cost to ship it back to the CUSTOMER. If the equipment is not under warranty, the CUSTOMER will have to pay to ship the equipment (both ways). ■ Live Chat Capabilities (Enforcement): The Enforcement Management System features Live Chat in addition to service by phone. ■ User Manuals and Training Materials: The DMS and EMS provide online help tools including product manuals, FAQs, "how-to" training videos, and more. These tools are accessible online for authorized CUSTOMER 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 call between the CUSTOMER and the IPS Project Team will be held to discuss the wrap-up of the implementation and ensure all project criteria have been met and accepted by the CUSTOMER. IPS Account Managers will host periodic check -in meetings can to discuss progress or additional concerns as needed. 20 Waterloo, IA 1 Scope of Work CLIENT SUPPORT The target timeline listed below is relative to the Notice to Proceed ("NTP") that the CITY 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 Scope In Progress Final documents, legal review, approvals & signature 5-10 Days from NTP Execute Contract 3-5 Days from Submission* *Pending successful legal review by both parties. Order Processed 5-10 Days from Contract Execution PHASE II: Project Initiation Timeline Notes Project Kick -Off Call 10-15 Days ARO • Bi-weekly Project Call Set Up • Order Review and Confirmation • Key Points -of -Contacts Hardware Orders Submitted 10-15 Days ARO • Multi -Space PayStations • T2P Decals PHASE III: Configuration Timeline Notes Establish Implementation Schedule 15-30 Days DMS Account & User Setup 15-30 Days Merchant Account Setup • PayStation/T2P Payments 30-45 Days Review Customer Provided Meter Rate Configurations 30-45 Days Integration Review 45-60 Days Integration Configuration 60-90 Days Transaction & Integration Testing 60-90 Days Multi -Space PayStation Delivery 12-14 Weeks PHASE IV: Installation Timeline Notes Multi -Space PayStation Installation 1-2 Weeks After Delivery *Exact install dates and timing to be coordinated with the city PHASE V: Training Timeline Notes DMS, ParkSmarter, and Meter Hardware 60-90 Days & Ongoing PHASE VI: System Go -Live 14-16 Weeks ARO 21 Waterloo, IA 1 Scope of Work ATTACHMENT B — Pricing and Warranty 22 Waterloo, IA I Scope of Work 1111111111110#41!114131111111111111111 IPS Sales Quote !PS "►zoc-47 7737 Kenamar Court, San Diego, CA 92121 Date Quote # Customer Sub -Contractor 08/16/2024 IPS-2024- 0816123454 IPS Group (1) None Bill To Waterloo, IA 625 Glenwood St WATERLOO, IA 50703 Ship To Waterloo, IA 625 Glenwood St WATERLOO, IA 50703 Rep ACV Terms FOB Contract P.O# RR New Net 30 San Diego Item Description Qty Price Total 967-058-2E MS3 Version 2.5 Multi -Space Pay Station - 21 $6,950.00 $145,950.00 Pay by Plate / Pay by Space (US Currency) Contactless-EMV w/Bottom ELocks 767-296 MS1/MS3 Standard Mounting Plinth 21 $00.00 $00.00 767-295 MS1/MS3 Standard Mounting Pedestal 21 $00.00 $00.00 767-089 MS1/MS3 Installation Hardware 21 $00.00 $00.00 Installation On -site Services 1 $7,960.00 $7,960.00 (2 Technician(s) - 4 Days) N/A Card Decals : 1 $00.00 $00.00 VISA,MASTERCARD,AMERICAN EXPRESS,DISCOVER Page 1/2 �PS7737 Kenamar Court, San Diego, CA 92121 /-rUUI-- 1111111111110481tql3P11111111111 IPS Sales Quote Date Quote # Customer Sub -Contractor 08/16/2024 IPS-2024- 0816123454 IPS Group (1) None Bill To Waterloo, IA 625 Glenwood St WATERLOO, IA 50703 Ship To Waterloo, IA 625 Glenwood St WATERLOO, IA 50703 Rep ACV Terms FOB Contract P.O# RR New Net 30 San Diego Item Description Qty Price Total Notes -Freight + FREIGHT CHARGES (SHIPPING FREIGHT ECONOMY) $8,049.75 $8,049.75 CC Fees/Transaction Monthly DMS Fees $0.0000 $55.0000 Order Remarks: TERMS AND CONDITIONS: Subtotal $161,959.75 Sales Tax (7.000%) $0.00 Grand Total $161,959.75 1. Quote is stated in USD. Shipping and sales tax charges may apply. 2. Orders will not be submitted until a Purchase Order has been issued or a signed copy of the quote is received by IPS Group, Inc. If your company uses a blanket purchase order, please write the number in the 'P.O. No.' box near the top of the quote. 3. A signed copy of this quote must be returned to your sales representative for further processing. Notification will be sent once the order is submitted for processing. 4. This quote expires 90 days after the date it was issued. 5. Unless IPS has a formal contract or agreement in place, then the following default terms and conditions will apply: https://ipsgroupinc.com/tenns-conditions/ 6. if you have any questions, or require further assistance please contact customer support by submitting your questions to the email address below. Page 2/2 Phone # Fax # E-mail 858-568-7648 858-408-7839 customersupport@ipsgroupinc.com 111111111111111111111121,11111111,1111111111111111111 Page 3/2 �PS7737 Kenamar Court, San Diego, CA 92121 /-rUUI-- I IIIII IIIII IIIIIIIIIIIIIII I II 11 IIIII IPS Sales Quote Date Quote # Customer Sub -Contractor 08/16/2024 IPS-2024- 0807123407 IPS Group (1) None Bill To Waterloo, IA 625 Glenwood St WATERLOO, IA 50703 Ship To Waterloo, IA 625 Glenwood St WATERLOO, IA 50703 Rep ACV Terms FOB Contract P.O# RR New Net 30 San Diego Item Description Qty Price Total 1119-601 Contactless Card Reader Antenna 1 $300.00 $300.00 767-046-ASY MS1 Spare/Replacement 600 Note Cash 1 $255.00 $255.00 Cassette with Lock 967-022 MOAB Battery Pack Assembly 1 $485.00 $485.00 967-001 MS3 Printer Sub Assembly 1 $950.00 $950.00 967-042 MS3 US 1X6 Bus KeyPad Assembly 1 $75.00 $75.00 967-054 MK7/MS3 Coin Validator Assembly W/BUS 1 $95.00 $95.00 1119-008 MS3 EMV Card Reader Assembly 1 $399.00 $399.00 967-019 MS3 Pay by Plate BUS Keypad Assembly 1 $275.00 $275.00 767-0115-US MOAB US Single Battery Charger Assembly 1 $79.00 $79.00 800-740 MSPM Power Board PCBA 1 $105.00 $105.00 DEC-124-803 TEXT -TO -PAY Multispace Decal 20 $14.95 $299.00 Page 1/2 �PS7737 Kenamar Court, San Diego, CA 92121 /-rUUI-- I IIIII IIIII IIIIIIIIIIIIIII I Il 11 IIIII IPS Sales Quote Date Quote # Customer Sub -Contractor 08/16/2024 IPS-2024- 0807123407 IPS Group (1) None Bill To Waterloo, IA 625 Glenwood St WATERLOO, IA 50703 Ship To Waterloo, IA 625 Glenwood St WATERLOO, IA 50703 Rep ACV Terms FOB Contract P.O# RR New Net 30 San Diego Item Description Qty Price Total Notes -Freight +FREIGHT CHARGES (SHIPPING_ GROUND) $97.16 $97.16 Order Remarks: TERMS AND CONDITIONS: Subtotal $3,414.16 Sales Tax (7.000%) $0.00 Grand Total $3,414.16 1. Quote is stated in USD. Shipping and sales tax charges may apply. 2. Orders will not be submitted until a Purchase Order has been issued or a signed copy of the quote is received by IPS Group, Inc. If your company uses a blanket purchase order, please write the number in the 'P.O. No.' box near the top of the quote. 3. A signed copy of this quote must be returned to your sales representative for further processing. Notification will be sent once the order is submitted for processing. 4. This quote expires 90 days after the date it was issued. 5. Unless IPS has a formal contract or agreement in place, then the following default terms and conditions will apply: https://ipsgroupinc.com/terms-conditions/ 6. if you have any questions, or require further assistance please contact customer support by submitting your questions to the email address below. 7. A 10% discount will be applied to the paystation hardware if the order is placed before the end of year 2024. Signature Phone # Fax # E-mail 858-568-7648 858-408-7839 customersupport@ipsgroupinc.com Page 2/2 11111111111111111111110111111111111111 i i iiiii Estimated Monthly Cost Multi -Space Ongoing Costs On -Street Qtv Sub Total Secure Wireless Gateway/Data Fee and Meter Management System Software License Fee (pe meter per month) $55.00 20 $1,100.00 Secure Credit Card Gateway Fee (per transaction) Included Included $0.00 Optional: Merchant Processing Fees (per transaction) To be quoted based on $0.00 Estimat d Monthly Cost: $1,100.00 Off -Street Qty Sub Total $25.00 $0.13 0 0 To be quoted based on 0 $0.00 Estimated Monthly Cost: $0.00 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 Inflati n as published by the US Bureau of Labor Statistics for All Ite COUPON SMARTER Product/Service Price per unit Qty Sub Total CouponSmarter for MSM's - per meter / month $5.00 20 $100.00 CouponSmarter for SSPM's - per meter / month $0.50 0 $0.00 Minimum Monthly Charge S100 00 Monthly Cost: $100.00 MOBILE PAYMENTS PARK SMARTERTM & TEXT-TO-PAYTM MOBILE PAYMENT SOLUTION Per Transaction Fees Secure Credit Card Gateway / Convenience Fee (per transaction)* $0.35 i-wI,' 20,000 r . e c $7,000.00 Optional: Pushing Time to Meter $0.10 0 $0.00 Optional: Merchant Processing Fees (per transaction) To be quoted based on 0 $0 00 Estimated Monthly Cost: $7,000.00 *Per transaction fees: IPS shall charge a user convenience fee described above, which shall be deposited with the client and invoiced monthly. Alternatively Preferred Card Processing Rates: Using our own payment provider IPS can provide preferred pricing for small -ticket mobile payment merchant processing. TOTAL COST FOR ALL PRODUCTS All Products - Estimated Monthly Recuring Cost $8,200.00 Page 3/2 PAYSTATION PRICE LIST MULTI -SPACE METERS Multi -Space IPS MS3TM Multi -Space Pay Station — Pay and Display, Pay -by -Space, or Pay -by - Plate (Color Display, Card and Coin, Solar powered, NFC. Includes 12-month warranty) Quantity 0-50 Price Per Unit $6,950.00 IPS MS3TM Multi -Space Pay Station — Pay and Display, Pay -by -Space, or Pay -by - Plate (Color Display, Card and Coin, Solar powered, NFC. Includes 12-month warranty) Quantity 51-125 $6,450.00 IPS MS3TM Multi -Space Pay Station — Pay and Display, Pay -by -Space, or Pay -by - Plate (Color Display, Card and Coin, Solar powered, NFC. 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 TBQ work. Concrete work is not included) Optional: Contactless Card Reader (NFC) Included Optional: AC Power Upgrade Kit $150.00 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: MS3TM 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 / $0.07 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. Page 4 of 16 SPARE PARTS SIT`" & MS3TM Spare Parts Price Per Unit: MS3T'" Standard Card Reader Assembly $149.00 Coin Validator Assembly $99.00 Solar Panel Replacement Kit $895.00 Main Operating Board $995.00 4G wireless modem assembly $270.00 LCD Display only (color) 1,100.00 Armored Display Glass $135.00 Thermal Printer $950.00 6-key Horizontal Keypad $85.00 Pay -by -Space Keypad Assembly $195.00 Pay -by -Plate Alphanumeric Keypad Assembly $275.00 Coin Shutter $195.00 Contactless Payment Reader (NFC) $735.00 Battery 72Ah (rechargeable) $485.00 Additional Large Coin Canister $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)* $1,500.00 Additional 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. Page 5 of 16 METER HOUSINGS & COLLECTION EQUIPMENT METER HOUSINGS & ACCESSORIES • roduct/Service Price per unit IPS 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 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. Page 6 of 16 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 (support@ipsgroupinc.com). All items returned to IPS must be securely packaged to avoid further damage in shipment and all shipments will be via Ground Freight Service unless expedited service and payment of associated fees are requested. Automated RMA tracking, including work performed to repair meters, can be viewed at any time using IPS meter management system. roduct/Service Price per unit Single Space M3TM Non -Warranty repair work (includes parts/labor) N/A Single Space M5T`" Non -Warranty repair work (includes parts/labor) $115.00 + shipping Single Space M7T`" Non -Warranty repair work (includes parts/labor) $125.00 + shipping Multi -Space MS1TM / MS3TM 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. $1,125/day + parts Shipping costs for any of the above shall be added to the final invoice TBQ 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 $1,125.00 per technician Full -Time IPS Technician Per month TBQ is based on the scope of services. Would be inclusive of technician and IPS vehicle. Page 7 of 16 COUPON SMARTER Product/Service Price per unit CouponSmarter for MSM's $5.00 per meter / month CouponSmarter for SSPM's $0.50 per meter / month Minimum Monthly Charge $100.00 MOBILE PAYMENTS PARK SMARTERTM & TEXT-TO-PAYTM MOBILE PAYMENT SOLUTION Per Transaction Fees Fees Secure Credit Card Gateway / Convenience Fee (per transaction)* $0.35 Optional: Pushing Time to Meter $0.10 Optional: Merchant Processing Fees (per transaction) TBQ *Per transaction fees: IPS shall charge a user convenience fee described above, which shall be deposited with the client and invoiced monthly. Alternatively, IPS can quote a combination of fees plus merchant fees that can be paid directly from the merchant account. Preferred Card Processing Rates: Using our own payment provider IPS can provide preferred pricing for small -ticket mobile payment merchant processing. Quotes for this service are available upon request Product/Service Price per unit Mobile payment decals for SSPM (Front/Back) $4.50 Mobile payment decals for SSPM (Side) $3.95 Mobile payment decals for MSM $14.95 Decal Shipping TBQ On -site Setup and Installation see below A dditional 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 SMARTERTM 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. Page 8 of 16 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 3rd party that charges IPS for integration services will be passed along to the client. NOTE: This pricing is FOB, IPS Group, San Diego, CA. 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. IPS LIMITED WARRANTY - METER SOLUTION IPS will provide a limited parts warranty for any new meter or sensor product manufactured and supplied by IPS for 12 months under normal use. The warranty protects against defects in materials and workmanship from the point of installation or 15 months from the date of delivery, whichever is sooner, and 90 days from the date of delivery received in the case of spare or repaired products. Software Services are provided "as - is" and IPS shall provide bug fixes at no cost during the contract term. Additional Warranty Provisions: IPS must have the opportunity to assist in the initial deployment and system installation. Repair or replacement under warranty of any defective product (including any meter or subcomponent) does not extend the warranty period for that product or subcomponent. IPS will either repair or replace products or subcomponents, at our discretion, that are found to be defective within the defined warranty period, with transportation costs prepaid by the customer. Returns for credit will only apply once IPS has received a defective product (including any meter or subcomponent) and confirmed that defects were within the warranty period and are covered under the terms and conditions of the warranty provided. IPS strongly recommends that customers pre -purchase spare parts inventory for immediate access. Defective parts can be replaced immediately from customer stock and IPS shall replace such components upon receipt and determination of defect. On -site labor is explicitly not included in this limited warranty. Customer shall be sufficiently trained to perform all on -site work, including meter or 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 Page 9 of 16 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. 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. Page 10 of 16 VALUE ADD - AVAILABLE OPTIONS SINGLE-SPACE AND SENSORS CAPITAL AND ONGOING COSTS 5TM Capital Costs New Factor * Certified M7TM IPS Credit Card -Enabled Single -Space Meter (12-month warranty, NFC contactless, RFID tag) $575.00 N/A MSTM IPS Credit Card -Enabled Single -Space Meter (12-month warranty, NFC contactless, RFID tag) Quantity 0-500 $535.00 $395.00 M5TM IPS Credit Card -Enabled Single -Space Meter (12-month warranty, NFC contactless, RFID tag) Quantity 501-1000 $525.00 $375.00 MSTM IPS Credit Card -Enabled Single -Space Meter (12-month warranty, NFC contactless, RFID tag) Quantity 1000+ $515.00 $355.00 Optional: Add BLE capability $65.00 $65.00 Shipping (Ex Works — to be quoted based on ship to zip code) TBQ TBQ Installation (to be quoted based on scope) TBQ TBQ Optional: Extended Warranty (12-month period) $50.00 $60.00 Optional: Extended Warranty (48-month period) $170.00 $200.00 M Ongoing F Option 1 Option 2 Secure Wireless Gateway/Data Fee and Meter Management System Software License Fee (per meter per month) $6.60 $9.00 Secure Credit Card Gateway Fee (per transaction) $0.13 $0.07 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 unit 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 Page 11 of 16 MSTM Spare Part Pricing M5TM 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) $49.00 M5 Battery Pack (H5) (available on the 147/247 models only) $60.00 Solar Panel / Communications Board $185.00 Main Board $185.00 Display Board $125.00 Display Board with NFC $145.00 BLE Beacon Upgrade $65.00 RFID Tag $10.00 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 Pole IPS vehicle detection sensor $295.00 $295.00 Battery Replacement (per D-cell) $20.00 $20.00 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. *Factory Certified meters are previously owned or trial meters but 100% inspected by IPS factory and carry standard 12-month warranty. 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. HANDHELD DEVICE AND HARDWARE Handheld Lease Option Platinum 2-piece Android or iOS Smart Device with 3" Bluetooth Printer Mobile Enforcement Application Remote Management Suite Comprehensive Phone Support General Maintenance Mobile Data Plan Installation and Training Page 12 of 16 Ruggedized Case Warranty 36 months Lease Pricing (per device/month) $260.00 andheld Purchase 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 *The model of the smart device and/or printer will be provided at time of orderine and is subiect to chance based on availability. *AII smart phone purchases require the purchase of a mobile data plan from IPS. Citation Paper Units Unit Price Citation Paper Template Setup (One-time fee) *Includes up to 2 colors per side Mobile Citation Paper Per Template Per roll $ 500.00 To Be Quoted 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 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. ENFORCEMENT MANAGEMENT SYSTEM AND CITATION PROCESSING SERVICES Enforcement Management System Units Unit Price One Time Setup & Configuration Extended Project Management *Free for the first 90 days, then charged monthly until implementation is live. Per Unit Per Month Data Conversion from Existing Citation Management System $5,000 - $10,000 $5,000.00 One -Time $2,500.00 Third Party Integration One -Time Setup Per Integration $1,500.00 Enforcement Management System Ongoing Fee L Per citation $1.50 per citation or $1,750.00 per month, Page 13 of 16 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 $1.35 Certified Letters Per letter $12.50 Additional Letters and Correspondence (Includes postage) Per letter $1.35 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 citation $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 nforcement 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 PUBLIC CUSTOMER 24 HOUR CALL CENTER % of amount collected 35% of amount collected Call Center Services Units Unit Price Page 14 of 16 Cost Per Minute Per minute $1.10 CODE ENFORCEMENT MANAGEMENT SYSTEM Enforcement Management System Units Per Unit Unit Price One Time Setup & Configuration $5,000 - $10,000 Extended Project Management *Free for the first 90 days, then charged monthly until implementation is live. Per Month $5,000.00 hird Party Integration One -Time Setup Per Integration $1,500.00 Code Enforcement Management System Ongoing Fee Per citation $4.00 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 Delinquent Notice Processing & Mailing (Includes postage) Per unit $1.35 Certified Letters Per letter $12.50 Additional Letters and Correspondence (Includes postage) Per letter $1.35 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 citation $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). PERMIT MANAGEMENT SYSTEM Item Setup & Configuration Units One-time Unit Price $5,000 - $10,000 Extended Project Management *Free for the first 90 days, then charged monthly until implementation is live. Per Month $5,000.00 Permit Management System Ongoing Cost Permit Fulfillment Physical Permit Stock (Hangtags/Stickers) Per Permit $ 2.00 Per unit $3.00 Additional Letters and Correspondence (Includes postage) Per unit TBQ Per Letter $1.35 Page 15 of 16 Third Party Integration Setup Third Party Integration Ongoing Maintenance & Support Online Secure Credit Card Gateway Fee *Can be charged to the public *Assumes the use of the client merchant account One-time Per integration/month Per permit Optional: IPS Merchant Hosting Fee *Can be charged to the public VALIDATION SYSTEM $1,500.00 $75.00 Per transaction $3.50 $3.50 + Interchange Fees Item Units Unit Price Setup & Configuration One-time $2,500.00 alidation Program Ongoing Cost Per Validation $0.50 CURBSIDE RESERVATION SYSTEM Item Units Unit Price Setup & Configuration Curbside Reservation Ongoing Cost Credit Card Gateway Fee *Can be charged to the public *Assumes the use of the client merchant account One-time $2,500.00 Per Reserved Space Per Day Per transaction $1.00 $3.50 Optional: IPS Merchant Hosting Fee *Can be charged to the public Per transaction ;3.50 + Interchange Fees 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 * Customizations and development outside original scope of work Per unit Per hour TBQ $ 200.00 *Quote to be provided based on number of tickets/permits issued, handhelds required, and other client information. Page 16 of 16 IPS LIMITED WARRANTY - ENFORCEMENT AND PERMITS 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: 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. Page 17 of 16 CITY MARKETING SERVICES For a standard to a full -agency experience, please choose from our tiered packages below. All marketing collateral/art files will be sent electronically. BASIC PACKAGE DELUXE PACKAGE PREMIUM PACKAGE Choice of Standard Tri-Fold or 11" x 17" Poster Website Choose A, B, or C Website Choose A, B, or C How -To Video (Embed Code) Custom Trifold Brochure Custom Trifold Brochure Generic Website HTML File (City Hosted) Custom 11" x 17" Poster Custom 11" x 17" Poster 1 Round of Revisions Custom Sign Design (2) Custom Sign Design Customer Cost: $0.00 Generic Digital Announcement Generic Digital Announcement 5" x 7" Postcard 5" x 7" Postcard Tent Card Design Tent Card Design How -To Video (Embed Code) Promo Item Design Up to 2 Rounds of Revisions Custom Intro on How -to -Use Video (+ Embed Code) Customer Cost: $5,000 Window Vinyl Cut Design HTML File for Community E- blast / Newsletter Up to 4 Social Media Posts WEBSITE Up to 4 Rounds of Revisions A) Generic Website: $500 HTML file (City Hosted) Customer Cost: $9,500 B) Custom Website: $1000 HTML file (no hosting) Printing & shipping services included - pricing TBD & quoted separately. C) Custom Website: $100/month IPS hosts and spports through length of contract *Prices may vary. Customized programs will be priced accordingly. A la carte services are quoted separately. Additional edits are billed at $150/hr. For details, please contact Adriana Albrecht at mop@ipsgroupinc.com. Page 18 of 16