Parking Technology Terms and Conditions

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  ____________________________, a municipal corporation (the “Client”), and IPS GROUP, INC., a Pennsylvania corporation (“IPS”), with reference to the following:

RECITALS

A. Client is a duly organized and validly existing under the laws of the State of _______________________ with the power to carry on its business as it is now being conducted under the statutes of the State of _______________________.

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. [REMOVE if new Client]  IPS has duly performed all prior work for the Client regarding parking meters and related services, pursuant to the existing contract, and there are no known claims related to the existing contract;  As this contract shall now replace any and all prior contract(s), and to prevent any doubt, the Client waives any and all claims, which it has or may have against IPS arising out of or in connection with the Contractor’s execution of the previously existing contract(s).

D. Client 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 Client upon the terms and conditions set forth below.  The Equipment and Services are described in Attachments A and B.

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. Client shall have the option to extend the term of the Agreement for 5 additional one (1) year increments, for a total period not to exceed ten (10) years. Client shall notify IPS of its intention to exercise the option to extend the Agreement at least ninety (90) days prior to the end of each such term, failing which the Initial Term shall be automatically extended by one (1) year.
2. IPS Services.
2.1. Scope of Services. IPS agrees to diligently undertake, perform, and complete all the services described in Attachment A.   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. Client Services & Responsibilities. The Client agrees to:
3.1. Make available to IPS any currently existing documents, data or information or provide timely decisions or answers to questions required for the performance of this Agreement, including any material updates therein.  Changes to rates, policy, system configurations, including activations and deactivations of equipment, shall require a 30-day notice.
3.2. Designate a representative authorized to act on behalf of the Client.
3.3. Keep, at its own cost and expense, the Equipment in good repair, condition and working order, adhering to any requirements for preventative maintenance.
3.4. Notify IPS of any need for customer service support or warranty repair work and will coordinate the return process with IPS.
3.5. Be solely responsible for meter posts and housings, sign posts and signage, including keeping meter posts, keys locks, housings, signage and sign posts, in good working order and in compliance with all applicable laws.
3.6. Comply with applicable national, state, and local laws and regulations in any way relating to the possession or use of the Equipment and Services.
3.7. Be fully responsible, at its own cost and expense, to provide and maintain a merchant account and associated merchant account services using the Client designated third party provider.
4. Equipment Delivery, Installation, Implementation and Acceptance.
4.1. IPS shall deliver new, fully tested Equipment.  No used or previously owned Equipment will be allowed unless otherwise agreed to in writing by the Client.
4.2. Delivery and installation of all Equipment will take place during standard business hours.
4.3. Unless otherwise notified in writing, the Equipment shall be deemed accepted by the Client and to its satisfaction no later than ten (10) business days following completed installation or thirty (30) days following delivery, whichever occurs first.
4.4. Should the Client require IPS to integrate the software Services with any third-party software IPS shall be entitled to charge the Client an integration fee based on the standard IPS customization fee defined in Attachment B.
4.5. Client is solely responsible for installation of all poles, signs and decals.  However, IPS can provide installation and setup services.  The costs for these services will be quoted separately and will include 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.
4.6. In the event that there are significant delays in program implementation or launch due to the Client or Client designated third parties, IPS shall be entitled to charge a project management fee for any delays beyond 90 days of the Effective Date of this Agreement or the proposed “go-live” date, whichever is later, as defined in Attachment B.
5. Compensation
5.1. The Client will compensate IPS for the Equipment and Services, as set forth in Attachment B.
5.2. Client further agrees to pay to IPS the amounts specified in the relevant invoice on a Net 30 basis from the date of invoice.
5.3. Payment for the Equipment shall be due and paid upon delivery of each batch or invoiced line item of Equipment to the Client.
5.4. Client agrees to promptly notify IPS in writing of any dispute with any invoice, and those invoices for which no such notification is made within 10 business days after receipt of the respective invoice shall be deemed accepted by the Client.
5.5. Client shall not be able to cancel any services retroactively that were already provided.
5.6. Client shall pay interest on any invoices amounts which are unpaid after 30 days at a rate of 1.5% per month (18.0% per year, effective rate) or 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, Client agrees to pay all costs or expenses incurred by IPS to collect any overdue amounts.  All payments will be allocated first to interest, then to expenses, and then to the oldest outstanding fee.
5.7. All pricing excludes any taxes that may be applicable to the Client. Any applicable taxes will be added to invoices and will be paid by the Client on submission of an invoice. Exemption from the payment of applicable taxes shall be provided by the Client in writing.  The Client indemnifies IPS against any claim for payment of any such taxes.
5.8. Starting on January 1, 2026, 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.  Such inflationary pricing adjustments shall require 90 days’ notice.
5.9. In the event of any increase in import tariffs, duties, customs fees, or other government-imposed charges applicable to the Equipment or associates spare parts covered under this Agreement, IPS shall have the right to pass through such additional costs to the Client. The amount of such charges shall be reflected as an additional line item on the invoice and shall be payable in accordance with the payment terms set forth in this Agreement.  IPS shall provide the Client with reasonable written notice of any such increased costs, including documentation or other reasonable evidence supporting the additional charges. The Client agrees that such charges shall be deemed valid and enforceable unless the Client provides a written objection within 7 days of receiving notice.  The Client acknowledges that import tariffs and related fees are subject to governmental regulation and fluctuation and therefore agrees that any increases occurring after the effective date of this Agreement shall not be grounds for contract termination, price renegotiation, or any claim against IPS, except as expressly provided herein.
6. Risk and Title.
6.1. IPS shall bear risk of loss of the Equipment, including any damage sustained during transportation to the delivery site.  Risk in the Equipment shall pass to Client upon delivery.   Transfer of title to Equipment shall only pass to Client upon full payment for the Equipment.
7. Warranties.
7.1. IPS shall provide a limited 12-month warranty on the Equipment as described in Attachment B, IPS Limited Warranty. Extended warranties are available for an additional fee.  Any warranties provided by 3rd parties for 3rd party purchased equipment shall be provided to the Client, but nothing more.
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 Client’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 Client.
7.3. Wireless Coverage & Longevity:  IPS does not operate a mobile wireless network, but relies on third party carriers for this service.  Client agrees that it is not a 3rd party beneficiary from any agreements between IPS and its carrier partners, and as there is no direct contract between the Client 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 Client the ability to upgrade or change carriers as needed at the prices contained herein (if available from the carrier) or at such prices as may be agreed.  Any such change or upgrades shall be at the sole cost and discretion of the Client.
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 Client software Services free from any viruses, programs, or programming devices designed to modify, delete, damage or disable the software Services or Client data.  Should an error or interruption in the Software Services IPS shall use its best efforts to repair or restore the software Services as soon as practicably possible.
7.5. Client 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.  Client 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.
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 AT THE DISCRETION OF IPS, OR REPAIR OR RESTORATION OF DEFECTIVE SOFTWARE SERVICE, AS QUICKLY AS PRACTICAL 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 AND ITS 3RD PARTY SUPPLIERS AFFIRMATIVELY EXCLUDE 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.
7.7. The provisions of this Section will survive the expiration or termination of this Agreement.

8. Intellectual Property and Ownership.
8.1. IPS represents and warrants that it owns or has acquired all requisite rights and licenses to use all intellectual property embodied, practiced, or employed in IPS Equipment and Services being used by the Client.
8.2. IPS hereby grants the Client during the Term of the Agreement, including its departments, commissioners, officials, officers, employees, consultants, and agents (collectively, “Client”) 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 Client’s internal business use for the specific purposes and term 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 Client (“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 Client 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 Client agrees that it shall not knowingly agree, whether directly or indirectly, sell, loan or rent any equipment or allow any third party to gain access to equipment, software, back-office software, reporting or documentation provided by IPS for any purpose, including but not limited to the purposes of inspection, benchmarking or reverse engineering or evaluation without the prior written consent of IPS, or as mandated by applicable law or any binding order of Court.
8.5. The provisions of this Section will survive the expiration or termination of this Agreement.

9. Confidential Information.
9.1. “Confidential Information” shall mean, with¬out 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 infor¬mation 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 whether identified as “confidential” or not.
9.2. The recipient acknowledges the competitive value and confidential nature of the Confidential Information and the damages that would result to the disclosing party if any such information were disclosed or misused, therefore, recipient will keep Confidential Information protected, utilizing the same level of care and discretion that is used by the recipient to protect similar sensitive information, and shall not be disclosed by the recipient in any manner whatsoever.
9.3. The recipient shall have no non-disclosure obligation hereunder with respect to any Confidential Information which (A) has been legally made public, other than by acts of the recipient in violation of this Agreement or (B) was or becomes independently known or available to the recipient, on a non-confidential basis, from a source other than the disclosing party and which is not subject to any restrictions or disclosure or (C) is independently developed by the receiving party, such independent development being reasonably documented or (D) is disclosed with written permission by the disclosing party or (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.  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 execution or breach thereof, the parties agree to meet and confer and negotiate in good faith prior to initiating a suit for damages or specific performance. 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 Client and IPS or as otherwise agreed to between the parties. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described above.
11. Termination of Agreement.
11.1. If either the Client or IPS violates any material term or condition of this Agreement or fails to fulfill in a timely and proper manner its obligations under this Agreement, then the aggrieved party may give the other party (the “responsible party”) written notice of such failure or violation. The responsible party will correct the violation or failure within 30 calendar days or as otherwise mutually agreed. If the failure or violation is not corrected within such period, this Agreement may be terminated immediately by written notice from the aggrieved party. The option to terminate will be at the sole discretion of the aggrieved party.
12. Insurance.
12.1. 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.
12.2. 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.
12.3. 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.
12.4. 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 Client.  A copy of the endorsement shall be attached to the certificate of insurance.
12.5. 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.
12.6. 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.
12.7. 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.
12.8. Carrier Rating: All carriers must have an AM Best rating of no less than A IX.

13. Indemnification and Limits of Liability
13.1. IPS agrees to defend with counsel reasonably acceptable to the Client and indemnify Client, its elected and appointed officials,  officers, agents, employees, contractors and agents (collectively, the “Indemnified Parties”) from and against losses, claims, expenses (including, but not limited to, reasonable attorneys’ fees), costs, liabilities or damages (collectively, “Losses”) arising from IPS’s breach of its obligations under this Agreement, arising from IPS’s negligence or willful misconduct, 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 negligence or willful misconduct of IPS, its employees, agents or contractors.   IPS shall not be responsible for any Losses attributable to acts, omissions, or negligence of the Indemnified Parties, including misuse or abuse of IPS Equipment and Services, nor for any Losses arising directly or indirectly caused by acts of vandalism.
13.2. 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 Client; (b) Client changed, modified or altered the services rendered or tasks performed by IPS such that, absent Client’s actions, no such claims would have been brought against IPS and/or Client; or (c) the claims asserted by a third party derive from the combination of technology and/or intellectual property of IPS when used with Client’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.
13.3. In order for Client to obtain the indemnification from IPS specified herein, Client 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 Client’s prior written consent, unless all third-party claims against Client are released without any further liability on Client’s part.  This paragraph shall survive the termination or expiration of this Agreement.
13.4. Nothing in this Agreement shall constitute any form of real or implied revenue guarantee by IPS.
13.5. 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 SAVINGS, 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.  THE TOTAL CUMMULATIVE LIABILITY INCURRED BY IPS IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE AGGREGATE FEES PAID BY CLIENT TO IPS IN THE PRECEDING 3 MONTHS PRIOR TO THE CLAIM.
13.6. CLIENT 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 SAVINGS, LOST REVENUES, ANTICIPATED RENVUES OR OTHER MONETARY LOSS, ARISING OUT OF OR RELATED TO THIS AGREEMENT AND RESULTING FROM INTERRUPTION OF OR OTHER DEFICIENCIES IN WIRELESS OR INTERNET SERVICE, WHETHER OR NOT ANY SUCH MATTERS OR CAUSES ARE WITHIN A PARTY’S CONTROL, AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT, BREACH OF WARRANTY OR OTHERWISE.
13.7. 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.
14. Liens and Taxes.
14.1. Client shall keep the Equipment free and clear of all levies, liens, and encumbrances, except those created by this Agreement. Client shall pay, when due, all charges and taxes (local, state, and federal), which may now or hereafter be imposed in conjunction with this Agreement.
15. Notices.
15.1. All notices under this Agreement must be in writing, shall refer to the title and effective date of this Agreement, and shall be sufficient if given personally, sent and 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:  858-4040-0607

Client:
CLIENT NAME
ADDDRESS
CITY, STATE, ZIP
Attn: CONTACT NAME
Email:  EMAIL ADDRESS
Tel: TELEPHONE NUMBER

16. Relationship of the Parties.
16.1. This Agreement shall not be construed as creating an agency, partnership, joint venture or any other form of association between the parties, and both parties shall be and remain independent entities. Neither party has the right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other party or to bind the other party in any respect whatsoever, except as otherwise provided in this Agreement.
17. Assignment.
17.1. Should the Client 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 Client has provided notice to the IPS of such assignment, and any such third party will be required to adhere to all terms and conditions contained herein.
17.2. IPS may not assign, hypothecate or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of Client, which shall not be unreasonably withheld.
18. General Provisions.
18.1. Waiver. A waiver of any breach of this Agreement shall not be deemed a waiver of any subsequent breach of the same or any other term, covenant or condition of this Agreement. No delay or failure on the part of either party to insist on compliance with any provision of this Agreement shall constitute a waiver of such party’s right to enforce such provision, no matter the length of the delay. In the case of any granted waiver by the consenting Party, which must be provided in writing, such waiver shall not constitute a waiver of the same obligation or any other obligation under this Agreement.
18.2. Documentation.  IPS shall provide the Client with any required documentation to substantiate IPS’s ability to conduct business and shall also provide security documentation related to IPS credit card processing services, including the Attestation of Compliance (AOC), upon request.  The Client 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 a written amendment hereto, shall not be binding on either party. Except as provided herein, no alteration of any terms, conditions, delivery, price, quality, or specifications of this Agreement shall be binding on either party without the written consent of both parties.
18.5. Injunctive Relief.  The parties agree that a breach of the obligations in Section 8 (“Intellectual Property and Ownership”) and Section 9 (“Confidential 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 com¬petent jurisdiction restraining such breach or threatened breach and to specific per¬formance of any provision of this Agreement, and both parties agree that no bond or other security shall be required in obtaining such equitable relief and consent 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 con¬stitute only one Agreement, superseding all prior understandings, oral or written; and it is expressly understood 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 Client and IPS agree that the venue shall be in San Diego County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Southern District of California, or the Superior Court of California, County of San Diego, 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 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.
18.11. Severability.  If any provision in this Agreement subsequently is determined to be invalid, illegal, or unenforceable, that determination shall not affect the validity, legality or enforceability of the remaining provisions stated in any section or sub-section of this Agreement unless that effect is made impossible by the absence of the omitted provision.
18.12. Authorization.  Both parties represent and warrant that the person executing this Agreement on behalf of each party is an authorized agent who has actual authority to bind each party to each and every term, condition, and obligation of this Agreement and that all requirements of each party have been fulfilled to provide such actual authority.
18.13. Determination.  Notwithstanding anything to the contrary, should either Party be required to make any determination in terms of this Contract, such determination shall be made in a reasonable and objective manner.
18.14. Binding Document. The Client 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
In witness whereof, the parties have caused this Agreement to be executed by the following authorized representatives.

CLIENT

Signed:

Name:

Title:

Date:

IPS GROUP, INC.,

By:
CHAD P. RANDALL
Chief Executive Officer

Date: _______________________

ATTACHMENT A

SCOPE OF SERVICES

M5™ SINGLE SPACE METER

IPS single-space meters provide clients and their patrons with a simple and consistent parking user experience which is more cost-effective, customer-friendly, and more reliable than alternatives. The patented IPS solution uniquely provides a credit card enabled single-space meter. IPS smart meters offer multiple payment options (credit/debit card, NFC contactless payment,coins, smart card, and tokens), access to real-time data, solar power technology, and a comprehensive web-based management system.

Primary Features/Benefits:

• Flexible: Retrofits almost all housings (Duncan, MacKay, and POM); less than 15 seconds to install, no modifications needed
• Durable Design: Mechanism is protected by zinc alloy meter dome and UV-resistant, anti-fog Lexan™ cover
• Customer Friendly: Intuitive payment navigation; easy-to-read mechanical buttons rated for more than 250,000 cycles
• Enhanced Visibility: Tri-colored LED lights on front and back communicate status: paid (green), unpaid (red), and fault (yellow)
• Greater Security: Vandal-resistant coin slot/chute allows for worry-free operation and quick servicing
• Environmentally Friendly: Solar panel and combination rechargeable/back-up battery pack maximizes ongoing power
• Reliable: Operable in harsh weather such as snow, sleet, rain, humidity, salty coastal air, dust storms, extreme cold and heat
• Improved Tracking: RFID identifies meter location, downloads operating parameters upon installation/replacement
• Integration-Ready: Allows for seamless integration with Smart Sensors, Mobile Payment, and other applications
• NOTE:  M5™ meter mechanism shown as installed into a meter housing.  Meter housings / vaults are sold separately.  Other makes and models are available.
 

MS3™ PAY STATION

The MS3™ pay station is the latest generation of unattended payment systems from IPS Group.  The MS3™ Pay Station features a full-color screen with an optional touchscreen and provides your patrons with easy-to-read parking instructions in a vibrant showcase.  For your staff, the MS3 ties into the powerful IPS Data Management System, allowing you in-depth analysis of parking data, full financial, administration and technical reporting and remote configuration.
Primary Features/Benefits:

• Flexibility: The MS3 is available in pay-by-space, pay-and-display, and pay-by-plate models. A simple change of the keypad and a firmware update are all that are required.
• Robust Hardware Design: Highly secure, stainless steel cabinet is standard with weather and graffiti-resistant powder coating, providing maximum longevity.
• Customer-Friendly Interface: 7-inch active matrix, high resolution color LCD display that can provide clear instructions to guide users through the transaction process. Fully customizable and configurable to allow touch screen operation for enhanced customer engagement.
• Multiple Payment Options: Flexible payment options include credit/ debit card, coins, Smart Card, pay-by-cell integration, and NFC contactless payment with applications such as Apple Pay® and Google Pay®.
• Security: Each unit contains a separate maintenance cabinet and collection vault. The cash box is housed in a secure vault that features a six-point locking system and a high-security electronic lock.
• Unparalleled Power Efficiency: Powered by environmentally friendly solar panel and rechargeable combination battery to maximize ongoing power and uptime.
• Improved Visibility: Blue LED lighting above the display provides enhanced visibility for motorists, technicians, and collections staff and optional rear LEDs for visual enforcement (pay-by-space).
• Dependability: Pay stations communicate wirelessly on the 4G cellular network, ensuring fast and reliable communications while processing secure credit card authorizations, wireless downloads of rates and messages, and transmissions to DMS.
• Easy Maintenance: Modularly designed with the technician in mind for easy plug-and-play maintenance.
• Future-proof Design: IPS Group’s software interface provides seamless integration with third-party systems, such as enforcement, permitting, and LPR (license plate recognition) to further optimize parking operations.

VECHICLE DETECTION SENSORS
IPS Vehicle Detection Sensors reliably detect the presence and absence of a vehicle in a parking space, while recording arrival and departure times. IPS sensor data integrates seamlessly with the IPS data management system and third-party enforcement applications, creating a powerful system for monitoring real-time occupancy and analyzing parking trends. The IPS sensor uniquely directs all sensing information to the IPS parking meter cellular communications backbone, saving customers the hassle of installing additional network equipment and dramatically reducing the cost of ownership. The IPS sensor uses multiple sensing technologies to detect vehicles. Its unique design provides the most accurate data on the sensor market and allows for quick installation and servicing.    NOTE: While the Sensors provide accurate data no sensor system can be 100% accurate because of many variable conditions such as inaccurate parking, line of sight interference, weather conditions, human intervention and many other factors not associated with the Sensor operation.

Benefits of IPS Sensors
• Ability to reset the meter to zero when a vehicle leaves the parking space.
• Ability to prevent meter feeding, thereby generating turnover.
• Ability to offer courtesy time resulting in positive public perception of the meters.
• Access to real-time occupancy data.
• Installed under the ground or in the meter dome, eliminating the need for additional infrastructure.
• Proven to increase revenue.
Dome Mount or Pole Mount (M5/M7 only)
• Non-intrusive installation—sensor is integrated directly into the meter dome
• Easy access for maintenance and/or replacement
• Configuration for any parking environment
• Wireless connection to the IPS meter via cellular network—no additional infrastructure required
• Pole mount design used with yokes, on meter poles and in applications where a dome mount sensor cannot be optimally installed.

DATA MANAGEMENT SYSTEM

The IPS Data Management System (DMS) is a real-time, web-based application that allows parking professionals to remotely monitor their parking network from anywhere, at any time.

Reporting & Analytics
A comprehensive set of financial, technical, and administrative reporting features paired with remote meter configuration make the DMS both intuitive and powerful. DMS analytics creates a visual representation from large tables of data to help managers gain helpful insight into the patterns and trends of their parking program and leverage this information to derive future strategy and optimize systems.

All reports are flexible with customized views for comparison purposes and/or to reveal “what-if” scenarios. With these fully integrated tools, customers can better manage the financial aspects of the Park’s parking program. All reports can be exported into various formats, including XLS, CSV, and PDF.

Seamless Integration
The DMS allows managers to seamlessly integrate parking meters with vehicle detection sensors, pay-by-cell capability, and other smart applications. A standard web browser is the only tool required to access the DMS and to make changes/ configurations to the Park’s meters.

• Hardware requirements: IPS provides a hosted DMS; there is no local hardware required other than internet access.
• Network requirements: IPS recommends a high-speed internet connection to the DMS service.
• 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 to access the IPS DMS. MS Explorer, Mozilla Firefox, Google Chrome, iOS supported browsers are all compatible, including mobile phone browsers.

Primary Features
• Real-time updates and live alerts
• Customizable routes to maximize efficiency
• Seamless integration with all IPS meters and sensors
• Flexibility to use as much, or as little data as you choose
• Ability to monitor meter health remotely
• Analytics view options to turn data into usable charts
• User profiles to control access
• Compatibility with Android OS and Apple iOS

PARK SMARTER™ MOBILE APP

IPS offers its own integrated mobile app called PARK SMARTER™ (https://www.parksmarter.com/ ), which works with IPS Smart Meters to bring greater efficiency and choices to the on-street parking customer experience and parking operations.

PARK SMARTER provides your customers with greater convenience in a contactless mobile parking experience. The Bluetooth-enabled app is part of the IPS Fully Integrated Smart Parking Ecosystem.  Parking policies, rate structures, live alerts, reporting, data analytics, and app management are available through the IPS Data Management System (DMS), fully connected and perfectly aligned with your IPS meter operations.

Key Features
• Multiple Forms of Payment: Supports payment by major credit / debit cards including American Express®, Discover®, MasterCard®, and Visa®
• Quick, Easy Account Access: Simple account setup and intuitive parking payment on iOS and Android
• Remote Extensions: Real-time notifications alert users in advance of parking expiration with option to pay to extend
• Real-Time Parking Finder: Gives directions to open parking spaces*
• Optimized with BLE Connectivity: Puts time on the meter instantly**
• Personal Account Management: Provides transaction history, digital receipts, notification settings and preference management for fully personalized experience
• New and Improved Interface: Provides an enhanced user experience and optimal functionality

TEXT-TO-PAY PAYMENT

IPS offers a text to pay service for those customers that want the convenience of a “No-App” account-less solution.

Enhance the customer payment experience with TEXT-TO-PAY – the latest contactless payment option from the IPS fully integrated digital payments platform. Motorists pay via text or scanning a QR code with no need for an app. Parking policies, rate structures, live alerts, reporting, data analytics, and service management are available through the IPS Data Management System.

Key Features
• Versatile Payment Options: Accepts major credit/debit cards such as American Express®, Discover®, MasterCard®, and Visa®.
• Effortless Transactions: Customers text a zone number or scan a QR code, input their license plate or space number, select the desired time, and make payment – no app needed.
• Remote Extensions: Real-time notifications are sent before expiration, offering the convenience of extending parking remotely from a smartphone.
• Light Infrastructure: Easy setup, including signs and/or decals to convey instructions.
• Personalized Management: Text and/or emailed receipts and expiration alerts.
• Flexible Deployment: Works with or without parking meters, alongside mobile payment apps, or as a standalone solution, making it adaptable for diverse parking scenarios.

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

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 Client’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

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 Client and given the option to upload any supporting documents with the request.

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.

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

CUSTOMER SUPPORT PROGRAM

IPS clearly understands the importance of ongoing project support and we encourage the Client 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 Client.

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 Client with remote project management and technical support during the implementation phase of the contract. Onsite support can be requested for an additional fee at the request of the Client.   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 Client 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 Client staff.  For repair services not able to be first achieved on-site by the Client 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 using IPS meter management system.

ATTACHMENT A PRICING

IPS LIMITED WARRANTY – METERS

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 client. 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 clients pre-purchase spare parts inventory for immediate access.  Defective parts can be replaced immediately from client stock and IPS shall replace such components upon receipt and determination of defect. On-site labor is explicitly not included in this limited warranty.  Client 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.

Shipping:  This warranty covers all return shipping to the client after any warranty work is completed.  Shipping to IPS is paid by the Client.

Exclusions:  Warranty voided with use of imitation or non-genuine IPS replacement parts, un-authorized alterations, abuse, vandalism, improper installation by client, 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.  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 client internet service or wireless data services provided by national carriers.

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 client staff at such time as it is apparent to be necessary, even if it should occur on a more frequent basis than described herein.

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 or service 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 client. 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.   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 AT THE DISCRETION OF IPS, OR REPAIR OR RESTORATION OF DEFECTIVE SOFTWARE SERVICE, AS QUICKLY AS PRACTICAL 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 AND ITS 3RD PARTY SUPPLIERS AFFIRMATIVELY EXCLUDE 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.

Third Party Equipment:  If any third party equipment is provided in connection with services provided by IPS, then the terms and conditions of the third party shall prevail and IPS shall pass through all benefits provided therein, however, IPS shall not provide additional warranty services without specific written acknowledgement of both parties.

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 client internet service or wireless data services provided by national carriers.