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INSURANCE ON FILE FEB WORK MAY PROCEED UNTIL INSURANCE EXPIRES I - 1°1-ti2 CLERK OF COUNCIL DATE: g 2022 c).ri0A(Su� ie, Ca36ysM� Z AGREEMENT TO PURCHASE PARKING TECHNOLOGY AND RELATED SERVICES A-2022-028 This Agreement To Purchase Parking Technology And Related Services ("Agreement') is made effective F(!.A, 15 , 167-7 (the "Effective Date"), by and between the City of Santa Ana, a municipal corporation (the "City"), and IPS GROUP, INC., a Pennsylvania corporation ("IPS"), with reference to the following: RECITALS A. City is a duly organized charter city and validly existing under the Constitution and laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City. 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. IPS has duly performed prior work for the City regarding parking meters and related services, pursuant to Agreement #A-2014-119, entered into on May 20, 2014, and there are no known claims related to the existing contract, As this contract shall now replace any and all prior contract(s), and to prevent any doubt, the City waives any and all claims, which it has or may have against IPS arising out of or in connection with the Contractor's execution of the pr viously existing contract. enter D. City and IPS desire to into his Agreement for IPS to deliver and install its parking technology hardware (the "Equipment") and related software services (the "Services", and collectively "Equipment and Services") to the City upon the terms and conditions setforth below. The Equipment and Services are described in Attachments A (Proposal Letter dated August 19, 2021) and B (Pricing). Now, therefore, the parties agree as follows: TERMS AND CONDITIONS 1. Term of Agreement. 1.1. Initial Term. The term of the Agreement means the period from the Effective Date above and will be in effect for a period of five (5) years ("Initial Term"). 1.2. Option to Extend. City shall have the option to extend the term of the Agreement for two (2) additional one (1) year increments, for a total period not to exceed seven (7) years. City shall notify IPS of its intention to exercise the option to extend the Agreement at least ninety (90) days prior to the end of each such term. 2. IPS Services. 2.1. Scope of Services. IPS agrees to diligently undertake, perform, and complete all of the services described in Attachments A and B as directed by the City. 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. City Services & Responsibilities. The City agrees to: