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EXHIBIT 7 <br />AGREEMENT TO PURCHASE PARKING METER <br />EQUIPMENT AND RELATED SERVICES <br />This Agreement To Purchase Parking Meter Equipment And Related Services <br />( "Agreement ") is made effective May 2014 (the "Effective Date "), by and between the <br />City of Santa Ana, a municipal corporation (the "City'), and IPS GROUP, INC., a Pennsylvania <br />corporation ( "IPS "), with reference to the following: <br />RECITALS <br />A. City is a municipal corporation duly organized and validly existing under the laws of the <br />State of California with the power to carry on its business as it is now being conducted <br />under the statutes of the State of California and the Charter of the City. <br />E. IPS is a Pennsylvania corporation that is qualified to do business, and is doing business, <br />in the State of California. IPS markets and supports a certain web -based system and <br />operating system software known as the IPS Data Management System (the "DMS "). <br />C. City seeks to purchase a smart parking meters system for use by the City's Parking <br />Operations pursuant to the City s RFP and IPS response to the City RFP. <br />D. City and IPS desire to enter into this Agreement for IPS to deliver, install, and service its <br />single space parking meters and related equipment (i.e., such as vehicle detection <br />systems and other parking related equipment contemplated by this contract) in <br />conjunction with the DMS (collectively, "IPS Equipment and Software ") to the City upon <br />the terms and conditions set forth below. <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 <br />Date above and will be in effect for a period of five (5) years. <br />1.2. Option to Extend. City shall have the option to extend the term of the Agreement <br />for additional one (1) year increments, for a period not to exceed five (5) years. <br />City shall notify the Contractor of its intention to exercise the option to extend the <br />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 <br />of the services ( "Services ") described in Attachment A. <br />2,2. Standard of Care. IPS agrees to faithfully perform the Services in accordance with <br />the standards of care, skill, training, diligence, and judgment provided by highly <br />competent individuals of IPS's profession currently practicing in the same locality <br />25G -5 <br />