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LD Systems
<br />INDEPENDENT CONTRACTOR SERVICES AGREEMENT
<br />THiS AGREEMENT ("Agreement") dated this day of 2012 (the -Effective Date") is made by and between the City of Santa
<br />Ana ("City") and LD Systems, a Texas limited partnership, duly organized and existing under and by virtue of the laws of the State of Texas, authorized to
<br />conduct business in the state of California ("Contractor") having its principal place of business at 4200 tntcmational Parkway, Carrollton, Texas 75007, are
<br />collectively referred to in this Agreement as the "Parties".
<br />WHEREAS, LD Systems provides custom outdoor through the wall enclosed kiosk with currency bill acceptors.. currency and coin dispensers, ptepaid card
<br />recharge, and ability to access City accounts including Municipal Utility Services, panting citations, dog licenses, business licenses and related goods and services collectively
<br />determined by the City and Contractor, and
<br />WHEREAS, the Contractor is specially trained, experienced and competent to perform and has agreed to provide such services that are the subject of
<br />this Agreement; aid
<br />WHEREAS, City believes its residents may knefit by utilizing a kiosk as a form ofpayment option; and
<br />NOW', THEREFORE, for good and valuable consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which
<br />are hereby acknowledged, die Parties agree as follows:
<br />Scope of Work
<br />1 I The Contractor shall furnish to the City upon execution of this Agreement or receipt of the City's written authorization to proceed, those services
<br />and work set forth in Exhibit A_ attached hereto and, by this reference, made a pan hereof
<br />L2 All documents, drawings and wTincn work product prepared or produced by the Contractor under this Agreement, and related to the
<br />physical/mechanical functions of the kiosk, are the property of the Contractor; All documents, drawings, interfaces, and written work product
<br />prepared or produced by the Contractor pursuant to this Agreement, mud related to the banking and/or information technology functions of the kiosk,
<br />are the sole and exclusive property of the Ctiy. If any physical/mechanical functions of the work is copyrightable, the Contractor may copyright the
<br />same, except that, as to any work which is copyrighted by the Contractor, the City reserves a royalty fee, non-exclusive, and irrevocable license to
<br />reproduce, publish, and use such work, or any part thereof, and to authorize others to do so.
<br />1.3 Services and work provided by the Contractor at the City's request under this Agreement will be performed in a timely manner consistent with the
<br />requirements and standards established by applicable federal, state and City laws, ordinances, regulations and resolutions, specifically including the
<br />Payment Card Industry Data Security Standards (PCI -DSS), and in accordance with a schedule of work set forth in Exhibit A. If there is no
<br />schedule, the hours and times for completion of said services and work are to be set by the Contractor; provided, however, that such schedule is
<br />suttjcct to review by and concurrence ofthe City.
<br />Consideration.
<br />2 l City shall pay Contractor as set forth in Exhibit A
<br />2.2 Except a, expressly provided in Exhibit A of this Agreement, Contractor shall not be entitled to nor receive from City any additional consideration,
<br />compensation, salary, wages, or other type of remuneration for services rendered under this Agreement. Specifically, Contractor shall not be entitled by virtue of this
<br />Agreement to consideration in the form of overtime, health insurance benefits, retirement benefits, disability retirement benefits, sick leave, vacation time, paid holidays
<br />or other paid leaves of absence of any type or kind whatsoever.
<br />2.3 City will not withhold any Federal or State income taxes or Social Security tax from any payments made by City to Contractor under the terms and
<br />conditions of this Agreement, Payment of all taxes and other assessments on such suns is the sole responsibility of Contractor. City has no responsibility or liability for
<br />payment of'Contractor's taxes or assessments.
<br />2.4 Pursuant to Penal Code section 484b and to Business and Professions Code section 7108.5, the Contractor must apply all funds and progress payments
<br />received by the Contractor from the City for payment of services, labor, materials or equipment to pay for such services, labor, materials or equipment. Pursuant to Civil
<br />Code section 1479, the Contractor shall direct or otherwise manifest the Contractor's intention and desire that payments made by the Contractor to subcontractors,
<br />suppliers and maeriahnen shall be applied to retire and extinguish the debts or obligations resulting from the performance ofthis Agreement.
<br />3. "I'trm.
<br />3.1 The term of this Agreement shall be from the date of approval of this Agreement until completion of the agreed upon services unless sooner
<br />terminated as provided below or unless some other method or time of termination is listed in Exhibit A.
<br />2 Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party, at that pan's
<br />option, may terminate this Agreement by giving written notification to the other party.
<br />3.3 This Agreement shall terminate automatically on the occurrence of (a) bankruptcy or insolvency of either party. (b) sale of Contractor's
<br />business, (c) cancellation of insurance required under the terms of this Agreement, and (d) if, for any reason. Contractor ceases to be licensed or otherwise
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