HomeMy WebLinkAbout22-6-22 IPS Citation Processing and Permitting Agreement - FinalPage 1 of 12
AGREEMENT TO PURCHASE PARKING TECHNOLOGY
AND RELATED SERVICES
This Agreement To Purchase Parking Technology And Related Services (“Agreement”) is made effective
_____________________ (the “Effective Date”), by and between CITY OF SAN LUIS OBISPO 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 and validly existing under the 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;
B.IPS is a Pennsylvania corporation that is qualified to do business, and is doing business in the State of
California. IPS markets and supports a variety of parking technologies, hardware, software and related
services;
C.City is authorized by the State of California Vehicle Code to contract with a private vendor for parking
citation processing services and IPS is a qualified and proven vendor that can provide processing services
in the State of California;
D.Contracting with IPS for processing services supports the City’s initiative to develop a unified parking
system utilizing one primary vendor to provide a majority of the equipment and software services
needed to manage the City’s various parking programs; and
E.City and IPS desire to enter into this Agreement for IPS to deliver and install software services (the
“Services”) to the City upon the terms and conditions set forth below.
Now, therefore, the parties agree as follows:
TERMS AND CONDITIONS
1.Term of Agreement.
1.1. Initial Term. This term Agreement shall be in effect for a period of five (5) years from the Effective
Date above (“Initial Term”).
1.2. Option to Extend. City shall have the option to extend the term of the Agreement for five (5)
additional one (1) year increments, for a total period not to exceed ten (10) years. City shall notify
IPS of its intention to exercise the option to extend the Agreement at least sixty (60) days prior to
the end of each such term.
2.City General Terms and Conditions
2.1. The City’s General Terms and Conditions are attached hereto as Exhibit A, hereby incorporated
into this Agreement by reference.
2.2. The following sections contained in Exhibit A shall apply to this Agreement, and shall be
incorporated by reference herein:
Sections 2, 3, 4, 6, 7, 8, 9, 10, 11, 16, and 19
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3. IPS Services.
3.1. Scope of Services. IPS agrees to diligently undertake, perform, and complete all of the services
described in the Scope of Services, attached as Exhibit B and hereby incorporated by reference into
this Agreement, as directed by the City. In the case of any conflict between the provisions of the
City’s Terms and Conditions, attached as Exhibit A, and IPS’s Scope of Services, attached as Exhibit
B, the City’s Terms and Conditions shall prevail.
4. City Services & Responsibilities. The City agrees to:
4.1. Make available to IPS any currently existing documents, data or information required for the
performance of this Agreement, including any material updates therein.
4.2. Designate a representative authorized to act on behalf of the City.
4.3. Notify IPS of any need for customer service support or warranty repair work and will coordinate the
return process with IPS.
4.4. Comply with applicable national, state, and local laws and regulations in any way relating to the
possession or use of the Equipment and Services.
5. Compensation
5.1. The City will compensate IPS for the Equipment and Services, as set forth in Exhibit C, hereby
incorporated by reference into this Agreement.
5.2. City further agrees to pay to IPS the amounts specified in Exhibit C on a Net 30 basis from the date
of invoice.
5.3. 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 ten (10) business days after receipt of the respective
invoice shall be deemed accepted by the City.
5.4. City shall pay interest on any invoices amounts with are unpaid after thirty (30) calendar 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 ninety
(90) days past due, City agrees to pay all costs incurred by IPS to collect any overdue amounts.
5.5. 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 taxes shall be provided by the City in writing. The City indemnifies IPS against any claim
for payment of any such taxes.
6. Warranties.
6.1. IPS shall provide technical support to City 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 availability of current
manuals and shall provide all manuals for any future upgraded or new services to the City.
6.2. 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 beneficiary from any agreements
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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
Agreement, 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.
6.3. IPS warrants that the Services will substantially conform to the applicable scope of work. IPS does
not warrant that the 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.
6.4. City 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. City further agrees to not 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.
6.5. 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 SUPPLIER IN CONNECTION WITH
THIS AGREEMENT OR OTHERWISE. IPS AND ITS 3RD PARTY SUPPLIERS AFFIRMATIVELY
EXCLUDES ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS
OR IMPLIED, ORAL OR 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.
6.6. The provisions of this Section will survive expiration or termination of this Agreement.
7. Intellectual Property and Ownership.
7.1. 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 Services being used by
the City.
7.2. 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.
7.3. All pre-existing and independently developed intellectual property (including copyrights), and any
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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 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.
7.4. 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.
7.5. The provisions of this Section will survive expiration or termination of this Agreement.
8. Confidential Information.
8.1. “Confidential Information” shall mean, except as provided in Section 8.3, 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”.
8.2. 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.
8.3. 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 (E) is obligated to be produced where required by a court order, subpoena, or
pursuant to law, including but not limited to the California Public Records Act and the Ralph M.
Brown Act.
8.4. The recipient shall notify the disclosing party promptly of any loss, misuse or misappropriation of
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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. All
rights and title to the Confidential Information shall remain in the disclosing party.
8.5. The provisions of this Section shall survive the termination of this Agreement.
9. Dispute Resolution.
9.1. 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 fourteen (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
thirty (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.
10. Termination of Agreement.
10.1. 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 thirty (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.
11. Insurance.
11.1. IPS agrees to obtain and maintain during the term of this Contract the following minimum insurance.
Certificates of Insurance: Prior to commencing work under the contract, IPS agrees to furnish
Certificates of Insurance coverage as set forth below. The premiums for such insurance shall be paid
by IPS.
11.2. 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 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
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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.
11.3. 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 obtained by a primary liability policy,
umbrella/excess liability policy, or any combination thereof.
11.4. 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 City. A copy of the endorsement shall be attached to the certificate
of insurance.
11.5. 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.
11.6. 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.
11.7. Cancellation: IPS shall provide to contract holder 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.
11.8. Carrier Rating: All carriers must have an AM Best rating of no less than A IX.
12. Indemnification and Limits of Liability
12.1. IPS agrees to defend and indemnify the City, its elected and appointed officials, officers, agents,
employees, contractors and agents (collectively, the “Indemnified Parties”) from and against direct
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, or
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,
or related to any intellectual property related claims caused by the acts, omissions, or negligence of
IPS, its employees, agents or contractors. IPS shall not be responsible for any Losses attributable to
the sole negligence or willful misconduct 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. In the event the City is made a party to any action, lawsuit, or other adversarial
proceeding arising from IPS’s performance of this Agreement, IPS shall provide a defense to the City
with counsel reasonably acceptable to the City or at the City’s option, reimburse the City their costs
of defense, including reasonable legal fees, incurred in defense of such claims.
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12.2. 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 IPS and/or City; (c) the claims asserted by
a third party derive from the combination of technology and/or intellectual property of IPS 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 IPS; or (d) the
claims arose directly or indirectly from the negligent or willful act or omission attributable to the
City.
12.3. In order for City to obtain the indemnification from IPS specified herein, City 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 after consultation and
approval of City (which approval shall not be unreasonably withheld); 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 City’s prior
written consent, unless all third party claims against City are released without any further liability
or obligations on City’s part. This paragraph shall survive the termination or expiration of this
Agreement.
12.4. Nothing in this Agreement shall constitute any form of real or implied revenue guarantee by IPS.
12.5. 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
PARTY, ITS AGENTS, AFFILIATES, EMPLOYEES OR OTHER REPRESENTATIVES, AND REGARDLESS
OF WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT, BREACH OF WARRANTY OR
OTHERWISE.
12.6. CITY AGREES THAT IPS SHALL NOT BE LIABLE FOR ANY LOSS, 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 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.
12.7. Both Parties acknowledge that the Limitations of Liability set forth above are fundamental elements
of this Agreement, without which IPS would not have entered into this Agreement.
13. Liens and Taxes.
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13.1. 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.
14. Notices.
14.1 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 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: City:
IPS Group, Inc. City of San Luis Obispo
7737 Kenamar Court 1260 Chorro Street, Suite B
San Diego, CA 92121 San Luis Obispo, CA 93401
Attn: Chad Randall Attn: Gaven Hussey
Email: chad.randall@ipsgroupinc.com Email: ghussey@slocity.org
Tel: 858-4040-0607 Tel: 805-781-7230
15. Relationship of the Parties.
15.1. 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.
16. Assignment.
16.1. 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.
16.2. 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.
17. Data Privacy
17.1. For all the purposes relating to the collection, processing and storage of data pursuant to this
Agreement, City shall be the data controller and IPS the data processor.
17.2. City shall during the term of this Agreement advise IPS in writing of the City’s data retention
policy.
17.3. Unless notified by the City to the contrary, IPS shall operate under its data retention policy which
is to delete the data after two (2) years.
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17.4. In the event of a data subject request being received by IPS, it will forthwith notify the City
thereof.
17.5. In the event of a data breach occurring during the term of this Agreement with regard to data
processed by IPS pursuant to this Agreement. IPS will immediately notify City of the Data Breach
and proceed in terms of the IPS data security policy.
17.6. IPS shall maintain a PCI-DSS Level 1 certification at all times during the term of this Agreement.
18. Miscellaneous 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 City’s
ability to conduct business and shall also provide security documentation related to City’s credit
card processing services, including the Attestation of Compliance (AOC), upon request. The City
acknowledges that the security documents provided by IPS shall be considered Confidential
documents and shall not be disclosed to the general public without written permission of IPS.
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 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.
18.5. Injunctive Relief. The parties agree that a breach of the obligations in Section 7 (“Intellectual
Property and Ownership”) and Section 8 (“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 9 (“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.
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,
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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 San Luis Obispo County.
Any litigation arising out of this Agreement may only be brought in either the United States
District Court, Central District of California, or the Superior Court of California, County of San Luis
Obispo, 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 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.
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 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 one hundred twenty (120) days, then either party shall be entitled to
terminate this Agreement without being liable for any claim from the other party.
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.
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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
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Page 12 of 12
In witness whereof, the parties have caused this Agreement to be executed the day and year first above
written.
CITY
a municipal corporation
By:
City Clerk City Manager
APPROVED AS TO FORM:
City Attorney
IPS GROUP, INC.,
a Pennsylvania corporation
By:
Brian Webber
General Counsel
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EXHIBIT A
GENERAL TERMS AND CONDITIONS
1. Insurance Requirements. The Contractor shall provide proof of insurance in the form,
coverages and amounts specified in Section E of the City’s Request for Proposal referenced in
paragraph 2 of the Agreement, unless changes are otherwise approved and agreed to in writing
between the parties. If the Agreement is entered into outside of a Request for Proposal,
Contractor shall provide proof of insurance in the form in the form coverages and amounts
specified in Exhibit B
2. Business License & Tax. The Contractor must have a valid City of San Luis Obispo
business license & tax certificate before execution of the contract. Additional information
regarding the City’s business tax program may be obtained by calling (805) 781-7134.
3. Ability to Perform. The Contractor warrants that it possesses, or has arranged through
subcontracts, all capital and other equipment, labor, materials, and licenses necessary to carry out
and complete the work hereunder in compliance with all federal, state, county, city, and special
district laws, ordinances, and regulations.
4. Laws to be Observed. The Contractor shall keep itself fully informed of and shall
observe and comply with all applicable state and federal laws and county and City of San Luis
Obispo ordinances, regulations and adopted codes during its performance of the work.
5. Payment of Taxes. The contract prices shall include full compensation for all taxes that
the Contractor is required to pay.
6. Permits and Licenses. The Contractor shall procure all permits and licenses, pay all
charges and fees, and give all notices necessary.
7. Safety Provisions. The Contractor shall conform to the rules and regulations pertaining
to safety established by OSHA and the California Division of Industrial Safety.
8. Public and Employee Safety. Whenever the Contractor’s operations create a condition
hazardous to the public or City employees, it shall, at its expense and without cost to the City,
furnish, erect and maintain such fences, temporary railings, barricades, lights, signs and other
devices and take such other protective measures as are necessary to prevent accidents or damage
or injury to the public and employees.
9. Preservation of City Property. The Contractor shall provide and install suitable
safeguards, approved by the City, to protect City property from injury or damage. If City
property is injured or damaged resulting from the Contractor’s operations, it shall be replaced or
restored at the Contractor’s expense. The facilities shall be replaced or restored to a condition as
good as when the Contractor began work.
10. Immigration Act of 1986. The Contractor warrants on behalf of itself and all
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subcontractors engaged for the performance of this work that only persons authorized to work in
the United State pursuant to the Immigration Reform and Control Act of 1986 and other
applicable laws shall be employed in the performance of the work hereunder.
11. Contractor Non-Discrimination. In the performance of this work, the Contractor
agrees that it will not engage in, nor permit such subcontractors as it may employ, to engage in
discrimination in employment of persons because of age, race, color, sex, national origin or
ancestry, sexual orientation, or religion of such persons.
12. Work Delays. Should the Contractor be obstructed or delayed in the work required to be
done hereunder by changes in the work or by any default, act, or omission of the City, or by
strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials,
equipment, or labor due to federal government restrictions arising out of defense or war
programs, then the time of completion may, at the City’s sole option, be extended for such
periods as may be agreed upon by the City and the Contractor. In the event that there is
insufficient time to grant such extensions prior to the completion date of the contract, the City
may, at the time of acceptance of the work, waive liquidated damages that may have accrued for
failure to complete on time, due to any of the above, after hearing evidence as to the reasons for
such delay, and making a finding as to the causes of same.
13. Payment Terms. The City’s payment terms are 30 days from the receipt of an original
invoice and acceptance by the City of the materials, supplies, equipment, or services provided by
the Contractor (Net 30).
14. Inspection. The Contractor shall furnish City with every reasonable opportunity for City
to ascertain that the services of the Contractor are being performed in accordance with the
requirements and intentions of this contract. All work done, and all materials furnished, if any,
shall be subject to the City’s inspection and approval. The inspection of such work shall not
relieve Contractor of any of its obligations to fulfill its contract requirements.
15. Audit. The City shall have the option of inspecting and/or auditing all records and other
written materials used by Contractor in preparing its invoices to City as a condition precedent to
any payment to Contractor.
16. Interests of Contractor. The Contractor covenants that it presently has no interest, and
shall not acquire any interest—direct, indirect or otherwise—that would conflict in any manner
or degree with the performance of the work hereunder. The Contractor further covenants that, in
the performance of this work, no subcontractor or person having such an interest shall be
employed. The Contractor certifies that no one who has or will have any financial interest in
performing this work is an officer or employee of the City. It is hereby expressly agreed that, in
the performance of the work hereunder, the Contractor shall at all times be deemed an
independent contractor and not an agent or employee of the City.
17. Hold Harmless and Indemnification.
(a) Non-design, non-construction Professional Services: To the fullest extent permitted by
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law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Consultant
shall indemnify, defend, and hold harmless the City, and its elected officials, officers,
employees, volunteers, and agents (“City Indemnitees”), from and against any and all causes of
action, claims, liabilities, obligations, judgments, or damages, including reasonable legal
counsels’ fees and costs of litigation (“claims”), arising out of the Consultant’s performance or
Consultant’s failure to perform its obligations under this Agreement or out of the operations
conducted by Consultant, including the City’s active or passive negligence, except for such loss
or damage arising from the sole negligence or willful misconduct of the City. In the event the
City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising
from Consultant’s performance of this Agreement, the Consultant shall provide a defense to the
City Indemnitees or at the City’s option, reimburse the City Indemnitees their costs of defense,
including reasonable legal fees, incurred in defense of such claims.
(b) Non-design, construction Professional Services: To the extent the Scope of Services
involve a “construction contract” as that phrase is used in Civil Code Section 2783, this
paragraph shall apply in place of paragraph A. To the fullest extent permitted by law (including,
but not limited to California Civil Code Sections 2782 and 2782.8), Consultant shall indemnify,
defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and
agents (“City Indemnitees”), from and against any and all causes of action, claims, liabilities,
obligations, judgments, or damages, including reasonable legal counsels’ fees and costs of
litigation (“claims”), arising out of the Consultant’s performance or Consultant’s failure to
perform its obligations under this Agreement or out of the operations conducted by Consultant,
except for such loss or damage arising from the active negligence, sole negligence or willful
misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit,
or other adversarial proceeding arising from Consultant’s performance of this Agreement, the
Consultant shall provide a defense to the City Indemnitees or at the City’s option, reimburse the
City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of
such claims.
(c) Design Professional Services: In the event Consultant is a “design professional”, and the
Scope of Services require Consultant to provide “design professional services” as those phrases
are used in Civil Code Section 2782.8, this paragraph shall apply in place of paragraphs A or B.
To the fullest extent permitted by law (including, but not limited to California Civil Code
Sections 2782 and 2782.8) Consultant shall indemnify, defend and hold harmless the City and its
elected officials, officers, employees, volunteers and agents (“City Indemnitees”), from and
against all claims, damages, injuries, losses, and expenses including costs, attorney fees, expert
consultant and expert witness fees arising out of, pertaining to or relating to, the negligence,
recklessness or willful misconduct of Consultant, except to the extent caused by the sole
negligence, active negligence or willful misconduct of the City. Negligence, recklessness or
willful misconduct of any subcontractor employed by Consultant shall be conclusively deemed
to be the negligence, recklessness or willful misconduct of Consultant unless adequately
corrected by Consultant. In the event the City Indemnitees are made a party to any action,
lawsuit, or other adversarial proceeding arising from Consultant’s performance of this
Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City’s
option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees,
incurred in defense of such claims. In no event shall the cost to defend charged to Consultant
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under this paragraph exceed Consultant’s proportionate percentage of fault. However,
notwithstanding the previous sentence, in the event one or more defendants is unable to pay its
share of defense costs due to bankruptcy or dissolution of the business, Consultant shall meet and
confer with other parties regarding unpaid defense costs.
(d) The review, acceptance or approval of the Consultant’s work or work product by any
indemnified party shall not affect, relieve or reduce the Consultant’s indemnification or defense
obligations. This Section survives completion of the services or the termination of this contract.
The provisions of this Section are not limited by and do not affect the provisions of this contract
relating to insurance.
18. Contract Assignment. The Contractor shall not assign, transfer, convey or otherwise
dispose of the contract, or its right, title or interest, or its power to execute such a contract to any
individual or business entity of any kind without the previous written consent of the City.
19. Termination for Convenience. The City may terminate all or part of this Agreement for
any or no reason at any time by giving 30 days written notice to Contractor. Should the City
terminate this Agreement for convenience, the City shall be liable as follows: (a) for standard or
off-the-shelf products, a reasonable restocking charge not to exceed ten (10) percent of the total
purchase price; (b) for custom products, the less of a reasonable price for the raw materials,
components work in progress and any finished units on hand or the price per unit reflected on
this Agreement. For termination of any services pursuant to this Agreement, the City’s liability
will be the lesser of a reasonable price for the services rendered prior to termination, or the price
for the services reflected on this Agreement. Upon termination notice from the City, Contractor
must, unless otherwise directed, cease work and follow the City’s directions as to work in
progress and finished goods.
20. Termination. If, during the term of the contract, the City determines that the Contractor
is not faithfully abiding by any term or condition contained herein, the City may notify the
Contractor in writing of such defect or failure to perform. This notice must give the Contractor a
10 (ten) calendar day notice of time thereafter in which to perform said work or cure the
deficiency.
If the Contractor has not performed the work or cured the deficiency within the ten days
specified in the notice, such shall constitute a breach of the contract and the City may terminate
the contract immediately by written notice to the Contractor to said effect. Thereafter, neither
party shall have any further duties, obligations, responsibilities, or rights under the contract
except, however, any and all obligations of the Contractor’s surety shall remain in full force and
effect, and shall not be extinguished, reduced, or in any manner waived by the terminatio ns
thereof.
In said event, the Contractor shall be entitled to the reasonable value of its services performed
from the beginning date in which the breach occurs up to the day it received the City’s Notice of
Termination, minus any offset from such payment representing the City’s damages from such
breach. “Reasonable value” includes fees or charges for goods or services as of the last
milestone or task satisfactorily delivered or completed by the Contractor as may be set forth in
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the Agreement payment schedule; compensation for any other work, services or goods
performed or provided by the Contractor shall be based solely on the City’s assessment of the
value of the work-in-progress in completing the overall work scope.
The City reserves the right to delay any such payment until completion or confirmed
abandonment of the project, as may be determined in the City’s sole discretion, so as to permit a
full and complete accounting of costs. In no event, however, shall the Contractor be entitled to
receive in excess of the compensation quoted in its proposal.
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EXHIBIT B
SCOPE OF SERVICES
CITATION ISSUANCE
The Mobile Enforcement Solution from IPS Group is an easy-to-use
handheld citation writer that ensures parking enforcement officers
experience a convenient, quick and efficient citation issuance
process. An officer can easily look up citation history, and once
issued, citation information is transferred to a back-office system
for processing in real-time.
While lightweight and portable, the N5 Print citation writer is also
rugged for heavy-duty use, and can withstand extreme weather
conditions such as rain, sleet, and snow, and is mud-resistant (an
IP65 rating; Operating temps tested to MIL-STD 810F -20° to +
50° C). An integrated thermal printer produces easy-to-read tickets,
and a magnetic strip and smart card reader is also included for
payment collection. Other features include color photo syncing, e-
chalking, and heat mapping.
The Enforcement Solution is compatible with all Android devices
and printer configurations. All features listed below are included:
Features at-a-glance
• Real-time syncing to secure/encrypted web services
• Scofflaw and customized notifications
• Customizable user dashboard
• High contrast easy-to-read screen – even in harsh daylight conditions
• Issuance and heat mapping
• Type-ahead field input
• Automatically populate fields
• LPR function
• E-chalking for timed parking
• GPS and color images
• 2mp 1080p @3fps color imager
• Automatic software updates
• Compatible with the latest Android operating system
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ENFORCEMENT MANAGEMENT SYSTEM
The Parking Enforcement Management Solution by IPS is backed by the Enforcement Management System
(EMS), a real-time web-based enforcement application that allows officers to manage all steps of the citation
process lifecycle.
Citation Entry via Handheld Mobile Device - Our Mobile Enforcement Solution is an easy-to-use
handheld citation writer that offers a quick and efficient citation issuance process.
Registered Owner Inquiry - DMV requests for registered owners are submitted each business day.
Most registered owner information is retrieved within 48 hours of a citation being entered.
Payment Processing - IPS provides a lockbox service where payments can be mailed by the public.
IPS accepts VISA, MasterCard, Discover and American Express via the Public Portal website
DMV Interface - The Enforcement Management System interfaces with NLETS (the National Law
Enforcement Telecommunications Service) via highly-secured communication methods to ensure
vehicle registration information such as holds and releases are obtained and processed quickly and
accurately.
Mailing of Notices - Notice are printed in color and provide important information to the public
regarding the citation details as well as containing all information required to submit payment.
Telephone Customer Services - IPS trains staff with the ability to respond to calls received in
English or Spanish.
IVR - The Interactive Voice Response system (IVR) provides real-time, detailed citation information
linked to the City’s database in English or Spanish.
Collections Bureau of America (CBA) 3rd Party Collections - CBA is a privately-held corporation
with 50+ years of experience in the collections industry. CBA is integrated with the IPS Enforcement
Management System allowing for easy retrieval of citation data.
Officers can easily obtain high-level citation summaries and additional information on cases including photos,
notices and letters; and adjudications and voids. The Enforcement Management System also interfaces with
the California DMV and NLETS (the National Law Enforcement Telecommunications Service) via highly
secured and encrypted communication methods to ensure vehicle registration information such as holds and
releases are obtained and processed quickly and accurately.
Features at-a-glance
Integration with third-party
parking services (pay stations,
license-plate recognition
technology (LPR), pay-by-phone
applications)
Cross-compatible interface
across all operating systems and
devices
Option for manual citation entry
Advanced search capability
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CITATION PAYMENT PORTAL
Online Public Portal
The Online Public Portal is a website that allows citizens to access their parking citation information in real-
time. Citizens can review the current status of their citation, pay or obtain information on how to contest their
citation, review fine amounts including late fees, and obtain additional information.
Features at-a-glance
• Real-time access to citation status and transaction history
• Accepts all major credit cards
• Cross-compatible interface that supports all browsers and devices
IPS accepts VISA, MasterCard, Discover and American Express via the Public Portal website. IPS provides all
credit/debit-card processing via real-time authorization and processing. Credit/debit card payments are
updated real-time to the citation records and receipts can be printed from the system for the public.
Payments by credit card are accepted 24/7. The system secures immediate authorization from the processor,
and immediately updates the permit in real time. The Public Portal website is fully PCI compliant. Citizens are
allowed to submit an appeal online by enting all necessary information required by the City and given the
option to upload any supporting documents with the request.
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PERMIT MANAGEMENT SOLUTION
Our Permit Management solution offers your Agency the flexibility and convenience to manage the entire
parking permit lifecycle from initial design through fulfillment via a true cloud-based system available 24/7.
Online reporting of payments and other permit activities provides the Agency with maximum visibility to
track and analyze data and better manage your entire permit program. Your Agency can improve the
customer service experience offered to the public with our user-friendly Permit Public Portal. We offer
convenient payment options, and the ability to print temporary permits upon purchase. Our solution provides
the flexibility of an unlimited amount of permit types and rates including residential, guest, and daily permits,
offered in multiple formats such as decals, hang tags, or electronic permits.
Gain peace-of-mind from eliminating old paper processes. Through one system you have fast access to
the most current and accurate permit information by license plate number, location, contact name, or permit
number, and order status, 24/7. Comprehensive online reporting of payments and other activities provides
maximum visibility for more efficient management.
The permit system allows for real-time validation of vehicle registration information through integration
with the Department of Motor Vehicles (DMV). Based on the business rules established by the Agency, the
system has the ability to verify in real-time if the permit registrant’s address is in the proper permit zone, as
well as verify that the vehicle registration information matches the applicants desired permit zone.
The IPS Permit Management solution works as a stand-alone solution but can also seamlessly integrate with
other parts of the IPS Ecosystem, including Enforcement Management, for one powerful fully-integrated
solution. Combined, these solutions are scalable to expand capabilities and maximize efficiency of permit and
citation management for any Agency.
FEATURES
• Comprehensive online reports exportable in Excel and PDF
• Process and generate renewal letters
• Provides temporary permits immediately
• Waiting List Management
• Secure log-in and access to permit information 24/7
• Online registration and permit ordering
• Vehicle and permit data uploaded in real time
• Void lost, damaged and stolen permits
• Customizable interface to match Agency branding
ADDITIONAL IPS SERVICES
PERMIT FULFILLMENT: If a customer purchases their permit in-person at the Agency, our fulfillment center
can ship the permit to the customer. The permits may be issued directly to the customer by the Agency if
permit supplies are held in house.
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PERMIT PUBLIC PORTAL
The Permit Public Portal makes it easier than ever for customers to purchase and renew parking permits
online. The customer-facing website conveniently allows users to review rates and availability, apply for a
permit, upload verification documents and pay online.
Account creation is easy. Applicants create their account and include vehicle information, contact
information, and payment information, which streamlines the application process and eliminates the hassle
of mailing forms or waiting in line to complete the process in person.
The System allows customers to upload any documents required by the Agency in order to complete their
application, which is then verified by IPS or Agency staff. During the application review, Agency staff will view
the uploaded files and approve or deny the application immediately. We will work closely with the Agency to
determine the authentication requirements to include as part of the fulfillment process.
Features at-a-glance
• Online registration and permit ordering
• ID/Password authentication
• Submit application and pay for parking permit
• Upload additional required documentation
• Review status of permit application
• Temporary permits available immediately
• Access via any internet browser, on any web-enabled device
• Payment accepted via any major credit card
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CUSTOMER SUPPORT PROGRAM
IPS clearly understands the importance of ongoing project support and we encourage the City to speak with
our references in this regard. We also understand 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 to the City.
Help Desk & Ongoing Support: IPS will be providing
telephone-based help desk services during standard business
hours from 8 a.m. to 5 p.m. CST. IPS offers a toll-free telephone
option (877.630.6638). Additionally, IPS provides after-hours
service in case of emergency 24/7/365. Additionally, IPS will
provide contact information for all IPS senior staff.
Online Help & Manuals: IPS provides online help tools, such
as product manuals, frequently asked questions, and a portal
to submit and track help tickets. IPS offers the online ability to
monitor and track RMA status and view help and training
videos. These tools can be accessed 24/7.
Onsite Support: IPS will support the City with onsite project management and technical support during the
implementation phase of the contract. Onsite support can be extended at the request of the City. Additional
onsite support services can be quoted upon request.
Spare Parts and Warranty Repair Services: Our US-based facility ensures that spare parts are immediately
available to the City at any time. The warranty repair process is managed through the DMS. . IPS can solve
most repair issues over the phone or will some additional training of City staff. 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 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
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ENFORCEMENT/PERMITTING SYSTEMS
Our Mobile Enforcement Solution puts you in charge. Select a 1-piece or 2-piece design, Android or iOS
operating system. IPS provides a quick and efficient citation issuance process. Electronic citations are
immediately loaded into the Enforcement Management System (EMS) allowing timely access to citation
information for your Agency and the public. IPS can also utilize existing agency Android and/or iOS
devices or can supply new ones as provided below. Paper rolls subject to final volume, approval of
artwork design and layout. Pricing does not include any applicable sales tax.
Handheld Enforcement Solutions
MOBILE ENFORCEMENT 1 OR 2-PIECE SOLUTION
LEASE PACKAGE OPTIONS
GOLD
PLATINUM
1-piece N5 Mobile Enforcement Device with built in Printer Or 2-piece
Solution Listed below. x x
Mobile Enforcement Software x x
Remote Management Suite x x
Comprehensive Phone Support x x
General Maintenance x x
Data Plan x x
Installation and Training x x
Carrying Case, Spare Battery & Cradle x x
Warranty 12 months 36 months
Automatic Hardware Refresh (after three years) x
LEASE PRICING (per device/month) $225.00 $255.00
IPS can utilize existing agency Android and/or iOS devices or can supply new ones as provided below. City
can provide equipment separately if desired. IPS also supports 1-piece and 2-piece devices or any
combination thereof.
1 PIECE ENFORCEMENT SOLUTION
UNIT PRICE
N5 Print Mobile Enforcement Device $2,950.00
N5 Charging Cradle $199.00
N5 Spare Battery $199.00
N5 Carrying Case $50.00
N5 3-Year Warranty (Optional) $750.00
2 PIECE ENFORCEMENT SOLUTION
UNIT PRICE
Apple iPad Mini 4 with ruggedized case, charger, and shoulder strap $995.00
Samsung Note 8 with ruggedized case, charger, and cradle $995.00
Zebra ZQ510 3in BT Printer (or equivalent) $895.00
Additional warranties or items to be priced as requested To be quoted
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Handheld Enforcement Support
Mobile Enforcement Solution Units Unit Price
Mobile Data Plan Per unit /per month $90.00 Handheld Support Per unit/Per month
Software License (one-time fee) Per Unit Included
Mobile Citation Paper (per roll) QTY 100 Per roll $11.95
Mobile Citation Paper (per roll) QTY 200 Per roll $7.95
Mobile Citation Paper (per roll) QTY 500 Per roll $5.95
Mobile Citation Paper (per roll) QTY 1000 Per roll $4.95
Plate Charges for Ticket Customization (One-time fee) Per plate $75.00
Estimated Travel Expenses for Installation Per trip $2,000.00
On-site training and installation Per day $600.00
Enforcement Back Office and Processing Services
Enforcement Management System Units Unit Price
One Time Setup Per Unit $5,000.00
Annual System License for EMS Per user Included
Citation Issuing Fee Per unit $0.70
Manual Citation Entry Fee Per unit $1.00
RO Acquisition (local)* Per unit includedTBD
RO Acquisition (out of state) Per unit $0.75
Delinquent Notice Processing fee (Includes Postage) Per unit $1.15
Delinquent Notice Processing fee with tracking
(Includes Postage) Per unit $1.25
IVR Solution (Optional) Per month $250.00
IVR Record & Store Calls (Optional) Per call $0.50
IVR Call Transcription (Optional) Per call $1.00
LockBox Setup (one-time fee) Per unit $750.00
LockBox Operations Per Month $95.00
LockBox Mail-in Payments Per unit $1.00
Online & IVR Secure Credit Card Payments - Gateway Fee
Note: Charged to the Public - assumes the use of the Client
Merchant Account
Per transaction
$2.00 or 3%
whichever is
higher
Optional: Hosted Merchant Account– Interchange + Fees
referenced Note: Charged to the Public Per transaction
$2.00 or 3%
whichever is
higher
Additional Letters and Correspondence Per unit $1.20
1st Level Manual Adjudication Services (Online Appeals) Per unit $1.00
2nd Level Adjudication Hearing Services Per hour To be quoted
*Local (In-State) DMV RO acquisition pricing to be determined based upon the agency relationship, associated costs and
integration options available at time of implementation. Standard integration fees apply
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Ticket Collection Services
Collections Units Unit Price
Local DMV Collections (in-state collections) % of amount collected 25% of amount collected
Advanced/Delinquent Collections % of amount collected 35% of amount collected
Public Customer Support and Call Center Service
Phone,
Email and
Web Chat
Minutes Billing Period Cost
100 Per Month $162.50
130 Per Month $195.00
230 Per Month $325.00
300 Per Month $416.00
375 Per Month $520.00
580 Per Month $780.00
1000 Per Month $1,300.00
+1000 Per Month TBD
Permit Management System Fee Schedule
Permits Units Unit Price
One Time Setup Per unit $5,000.00
$3,500.00
Per Permit Per unit $2.00
Permit Fulfillment (Verification) Per unit $2.00
Per Letter (Includes postage) Per unit $1.25
Online & IVR Secure Credit Card Payments - Gateway Fee
*Charged to the Public - assumes the use of the Client
Merchant Account
Per transaction
$2.00 or 3%
whichever is
higher
Optional: Hosted Merchant Account– Interchange + Fees
referenced Note: Charged to the Public Per transaction
$2.00 or 3%
whichever is
higher
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, and will not exceed
3% compounded annually.
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IPS Limited 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
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 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. 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. 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 IPS software without IPS written consent. Force Majeure: IPS shall not be liable
for any warranty provisions where such product failure is as a result of Acts of Nature (including fire, flood,
earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether
war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation,
terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or
interruption or failure of electricity, internet services or cellular telecommunication failures caused by any of the
events or causes described above. IPS provides no warranty with respect to any 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 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.
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