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AGREEMENT TO PURCHASE PARKING TECHNOLOGY <br />AND RELATED SERVICES <br />This AgreementTo Purchase Parking Technology And Related Services ("Agreement") is made effective <br />_________ (the "Effective Date"), by and between the City of Santa Ana, a municipal corporation (the <br />"City"), and IPS GROUP, INC., a Pennsylvania corporation ("IPS"), with reference to the following: <br />RECITALS <br />A.City is a duly organized charter city and validly existing under the Constitution and laws of the State of California <br />with the power to carry on its business as it is now being conducted under the statutes of the State of California <br />and the Charter of the City. <br />8.IPS is a Pennsylvania corporation that is qualified to do business, and is doing business in the State of Calif ornia. <br />IPS markets and supports a variety of parking technologies, hardware, software and related services. <br />C.IPS has duly performed prior work for the City regarding parking meters and related services, pursuant to <br />Agreement #A-2014-119, entered into on May 20, 2014, and there are no known claims related to the existing <br />contract; As this contract shall now replace any and all prior contract(s), and to prevent any doubt, the City <br />waives any and all claims, which it has or may have against IPS arising out of or in connection with the <br />Contractor's execution of the previously existing contract. <br />D.City and IPS desire to enter into this Agreement for IPS to deliver and install its parking technology hardware <br />(the "Equipment") and related software services (the "Services", and collectively "Equipment and Services") to <br />the City upon the terms and conditions set forth below. The Equipment and Services are described in <br />Attachments A (Proposal Letter dated August 19, 2021) and 8 (Pricing). <br />Now, therefore, the parties agree as follows: <br />TERMS AND CONDITIONS <br />1.Term of Agreement. <br />1.1. Initial Term. The term of the Agreement means the period from the Effective Date above and will be in <br />effect for a period of five (5) years ("Initial Term"). <br />1.2. Option to Extend. City shall have the option to extend the term of the Agreement for two (2) additional <br />one (1) year incre ments, for a total period not to exceed seven (7) years. City shall notify IPS of its intention <br />to exercise the option to extend the Agreement at least ninety (90) days prior to the end of each such term. <br />2.IPS Services. <br />2.1. Scope of Services. IPS agrees to diligently undertake, perform, and complete all of the services described <br />in Attachme nts A and B as directed by the City. In the case of any conflict, the Terms and Co nditions <br />section of this agreement shall supersede information contained in the Attachments or Exhibits contained <br />herein. <br />3.City Services & Responsibilities. The City agrees to: <br />EXHIBIT 1