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<br />A-2012-141
<br />fNSURANCE IVa UN i= LE:
<br />WORK MAY N � XEELD
<br />CLERK OF COUNCi LD Systems
<br />�.,�� DATE:, -1-12-17 DEPENDENT CONTRACTOR SERVICES AGREEMENT
<br />THIS AGREEMENT ("Agreement") dated this I" day of July, 2012 (the `Effective Date") is made by and
<br />between the City of Santa Ana ("City") and LD Systems, a Texas limited partnership, duly organized and existing
<br />under and by virtue of the laws of the State of Texas, authorized to conduct business in the state of California
<br />("Contractor") having its principal place of business at 4200 International 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,
<br />currency and coin dispensers, prepaid card recharge, and ability to access City accounts including Municipal Utility Services,
<br />parking citations, dog licenses, business licenses and related goods and services collectively determined by the City and
<br />Contractor, and
<br />WHEREAS, the Contractor is specially trained, experienced and competent to perform and has agreed to
<br />provide such services that are the subject of this Agreement; and
<br />WHEREAS, City believes its residents may benefit by utilizing a kiosk as a form of payment option; and
<br />NOW, THEREFORE, for good and valuable consideration of the mutual promises and covenants contained
<br />herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
<br />Scope of Work.
<br />1.1 The Contractor shall furnish to the City upon execution of this Agreement or receipt of the City's written
<br />authorization to proceed, those services and work set forth in Exhibit A, attached hereto and, by this
<br />reference, made a part hereof.
<br />1.2 All software, and any documents, drawings and/or written work product pertaining thereto, prepared or
<br />produced by the Contractor under this Agreement and related to the physical, mechanical, or electronic
<br />functions of the kiosk, are and will remain the exclusive property of the Contractor. In the event
<br />Contractor programs or develops any new software or interface to enable its software to interact with
<br />City's software, Contractor shall retain sole and exclusive ownership of the work product. City will retain
<br />a royalty interest in this work product, but only if the product is later sold by Contractor to future customers
<br />without additional configuration, development, or programming. Additionally, City shall retain a perpetual
<br />license to use any such software or interface.
<br />1.3 Services and work provided by the Contractor at the City's request under this Agreement will be
<br />performed in a timely manner consistent with the requirements and standards established by applicable
<br />federal, state and City laws, ordinances, regulations and resolutions, specifically including the Payment
<br />Card Industry Data Security Standards (PCI —DSS), and in accordance with a schedule of work set forth in
<br />Exhibit A. If there is no schedule, the hours and times for completion of said services and work are to be
<br />set by the Contractor; provided, however, that such schedule is subject to review by and concurrence of the
<br />City.
<br />2. Consideration.
<br />2.1 City shall pay Contractor as set forth in Exhibit A.
<br />2.2 Except as expressly provided in Exhibit A of this Agreement, Contractor shall not be entitled to nor receive
<br />from City any additional consideration, compensation, salary, wages, or other type of remuneration for services rendered
<br />under this Agreement. Specifically, Contractor shall not be entitled by virtue of this Agreement to consideration in the
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