HomeMy WebLinkAbout04/10/2019 STUDY SESSION______________________________________________________________
CITY COUNCIL 345 6th Street, Suite 100, Bremerton, WA 98337 Phone (360) 473-5280
APRIL 10, 2019
CITY COUNCIL STUDY SESSION
5:00 PM in COUNCIL CONFERENCE ROOM 603
The Study Session is open to the public, but there will be no opportunities for input or participation;
and the content of these items is subject to change. If approved by Council, the items will be placed on
the April 17, 2019 Council Meeting Agenda:
A.BRIEFINGS ON AGENDA ITEMS
1.Professional Services Agreement with BHC Consultants, LLC for the 2019 Water System
Plan Update
2.Approve the Position of a Part-Time (Rule 9) Legal Intern for the City Attorney Prosecution
Division; and authorize related Budget Amendment
3.Goods & Services Agreement for a Parking Enforcement Technology Contract with iNet, Inc.
(dba iParq) to including Parking Management Software, Android Handheld Devices, and a
LPR Vehicle Mounted Camera; and authorize related Budget Amendment
4.Contract Award to Hokkaido Drilling, Inc. for Rehabilitation of Well 2R and Well 7 at the
Anderson Creek Well Field
B.EXECUTIVE SESSION
15-Minutes to discuss Pending Litigation, which is allowed under RCW 42.30.110 (1)(i)
Action is not anticipated...
C.GENERAL COUNCIL BUSINESS
Other General Council Business
D.ADJOURNMENT OF STUDY SESSION
Americans with Disabilities Act accommodations provided upon request. Those requiring special accommodations
should contact the City Clerk’s Office at (360) 473-5323 at least 24 hours prior to the meeting.
AGENDA BILL
CITY OF BREMERTON
CITY COUNCIL
SUBJECT: Professional Services
Agreement with BHC Consultants, LLC for
the 2019 Water System Plan Update
Study Session Date: April 10, 2019
COUNCIL MEETING Date: April 17, 2019
Department: Public Works & Utilities
Presenter: Cami Apfelbeck
Phone: (360) 473-2315
SUMMARY: This agreement provides technical support for the 2019 Water System Plan Update.
ATTACHMENTS: Professional Services Agreement that sets terms and conditions, scope of work,
and deliverables, with Exhibits A, B, C.
FISCAL IMPACTS (Include Budgeted Amount): Agreement not-to-exceed cost is $202,000. This
two-year project was budgeted in the 2018 Water Utility Capital Improvement Plan (CIP) at $50,000
and in the 2019 CIP at $200,000 (total of $250,000). In lieu of carryover of the unspent $50,000 from
2018 to 2019, $50,000 will be proposed in the 2020 CIP to complete the update.
STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation
STUDY SESSION ACTION: ☐ Consent Agenda ☐ General Business ☐ Public Hearing
RECOMMENDED MOTION:
Move to approve the Professional Services Agreement between the City of Bremerton and BHC
Consultants, LLC, and authorize the Mayor to finalize and execute the agreement with substantially
the same terms and conditions as presented.
COUNCIL ACTION: Approve Deny Table Continue No Action
Form Updated 01/02/2018
A1
AGENDA BILL
CITY OF BREMERTON
CITY COUNCIL
SUBJECT: Study Session Date: April 10, 2019
Approve the Position of a Part-Time (Rule 9)
Legal Intern for the City Attorney
Prosecution Division; and authorize related
Budget Amendment
COUNCIL MEETING Date: April 17, 2019
Department: City Attorney
Presenter: Roger Lubovich
Phone: (360) 473-2345
SUMMARY: The City Attorney recommends the approval and funding for a part time Legal Intern,
for up to 20 hours per week at a rate of $20.00 per hour, commencing May 2019. The attached
memo from Prosecuting Attorney Gina Buskirk provides information relating to the position.
ATTACHMENTS:
Memo from Gina Buskirk to Roger Lubovich.
FISCAL IMPACTS (Include Budgeted Amount) - $16,800.00 for 2019
The funds for this position will be funded within the Legal Department.
STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation
STUDY SESSION ACTION: ☒ Consent Agenda ☐ General Business ☐ Public Hearing
RECOMMENDED MOTION:
Move to approve the position for a part time Legal Intern for City Attorney Prosecution Division; and
further authorize budget adjustment for the position in the amount of $16,800.00 for 2019.
COUNCIL ACTION: Approve Deny Table Continue No Action
Form Updated 01/02/2018
A2
1
Memo
To: Roger Lubovich, City Attorney
From: Gina Buskirk, City Prosecutor
Goal: Funding for part time Rule 9 Legal Intern (up to 20 hours per week)
Prosecution Division Duties: The criminal division is comprised of two full-time prosecutors, one legal assistant and one .50
records assistant. The division is responsible for all misdemeanor, gross misdemeanor, and declined felony criminal
referrals sent for review by the Bremerton Police Department, Animal Control, DSHS/CPS, or NCIS (Navy). Prosecutors
represent the City in all phases of criminal prosecution, including arraignment, motion practice, victim support, case
negotiation, trial, sentencing, and post-conviction probation violations. Additional duties include being on call 24/7 to
assist with search warrants and to provide legal advice for all shifts of the Bremerton Police Department. The division also
handles law enforcement training, administrative appeals, traffic, parking, and civil infractions, drafting and review of city
ordinances, mandatory probable cause duty every weekend, prosecution of conflict cases for the city of Poulsbo, and
collaboration with grant-funded community outreach groups to create and provide alternative sentencing and treatment
support for individuals with behavioral health and co-occurring disorders.
Prosecution Division Trends: Since 2014, two full-time attorneys have prosecuted an average of 1,379 new cases each year.
The number of criminal referrals the division has received from law enforcement for a charging or decline decision has
remained steady over the years at a rate of 1,600-1,900 annually. A closer look at our statistics over the past five years
reveals that prosecutors are spending significantly more time in court due to an increase in the number of court hearings.
More time in court results in less available time in the office to review out of custody criminal referrals and to research legal
issues, prepare for trial, and draft legal motions. For example, prosecutors charged 1,296 cases in 2018. However, due to an
insufficient amount of time outside of court, there are still 319 cases from 2018 that are awaiting a charging decision.
Prosecutors have attempted to keep up with the outstanding referrals and legal motions by taking files home for review on
the weekends, in the evenings after work, and by working earlier hours to prepare for court. Our current work day officially
starts at 7am. Court is open daily from 8am through 5pm. Prosecutors often work outside normal business hours in attempt
to keep up with the caseload and the steady stream of in custody cases that must be heard by 8am.
In 2018, Prosecutors handled a record 10,630 criminal hearings.1 Each criminal case charged results in approximately 3-6
criminal court hearings before resolution of the matter. The goal of the Prosecutor’s office is to run efficiently and to file
1 This number does not include any civil, appeal, or infraction matters that Prosecutors also appear on.
2
cases in a timely manner.2 By doing so, we can be responsive to victims and allow for timely resolution of cases for citizens
with pending charges. The increase of the amount of time prosecutors are spending in court has resulted in the need for
additional assistance in the criminal division.
Solution: Hiring a licensed Rule 9 Legal Intern. Washington Supreme Court Admission authorizes the limited supervised
practice of law by qualified law students3, enrolled law clerks, and recent graduates of approved law schools. Hiring a
Rule 9 Intern to handle a portion of our court proceedings will allow the city’s prosecutors additional time to prepare for
hearings, motions, and to charge criminal cases. This also gives law students and recent law school graduates the
opportunity to get courtroom experience while having attorneys available to act as mentors. The Prosecutor’s office
previously employed a Rule 9 Intern in 2013-2014. During that time, the office was able to keep up with the out of
custody referrals while giving a recent law school graduate invaluable experience that enabled him to become gainfully
employed after he passed the Bar Exam. The cost of hiring a Rule 9 Intern is significantly less than hiring a fully-licensed,
permanent, part-time employee.
Request: Funding for a Rule 9 Intern for up to 20 hours per week at a rate of $20 per hour.
2 Within one year for misdemeanor cases and two years for gross misdemeanor cases. RCW 9A.04.080
3 Rule 9 Interns are generally required to be at least 2/3 of the way through law school and have already attained a BA/BS Degree.
0
200
400
600
800
1000
1200
1400
1600
1800
2013 2014 2015 2016 2017 2018 2019
NUMBER OF CASES FILED
9800
9900
10000
10100
10200
10300
10400
10500
10600
10700
2013 2014 2015 2016 2017 2018 2019
CRIMINAL COURT HEARINGS
AGENDA BILL
CITY OF BREMERTON
CITY COUNCIL
SUBJECT: Goods & Services Agreement Study Session Date: April 10, 2019
for a Parking Enforcement Technology
Contract with iNet, Inc. (dba iParq) to
include Parking Management Software,
Android Handheld Devices, and a LPR
Vehicle Mounted Camera; and authorize
related Budget Amendment
COUNCIL MEETING Date: April 17, 2019
Department: Finance
Presenter: Melinda Monroe
Phone: (360) 473-5306
SUMMARY: This proposed Parking Enforcement Technology Contract with iNet/iPARQ, Inc. is for
an updated parking management software, android handheld devices and LPR vehicle mounted
camera. The contract/user agreement is for 3 years with an option to extend for 2 additional years. It
includes the purchase of hand held android mobile devices, hand-held printers, a software service
user agreement, an extended maintenance warranty, online payment processing for residential
permits, virtual tire chalking and scofflaw notices.
ATTACHMENTS:
(1) Goods & Services Agreement with Exhibits A, B, C, D
(2) Cost Estimate
FISCAL IMPACTS (Include Budgeted Amount): We are requesting an amendment to the 2019
budget for this purchase in the amount of $118,773. As discussed during the 2019 budget
deliberations, the cost for this program was not yet finalized and a budget adjustment would be
forthcoming. As planned, there is sufficient fund balance in the Parking Fund to cover the cost of the
equipment, first-year installation, implementation and training. The total 3-year contract cost is
$187,773 with each ongoing year at $34,500.
STUDY SESSION AGENDA: ☐ Limited Presentation ☒ Full Presentation
STUDY SESSION ACTION: ☐ Consent Agenda ☐ General Business ☐ Public Hearing
RECOMMENDED MOTION:
Move to amend the 2019 Parking Fund expenditure budget in the amount of $118,773; and approve
the Parking Enforcement Technology Contract with iNet/iPARQ, Inc.; and authorize the Mayor to
finalize and execute the agreement with substantially the same terms and conditions as presented.
COUNCIL ACTION: Approve Deny Table Continue No Action
Form Updated 01/02/2018
A3
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Goods and Services Agreement
Rev. 07/2018
GOODS AND SERVICES AGREEMENT
THIS AGREEMENT, is entered into between the City of Bremerton, a Washington
Municipal Corporation ("City"), and iNET, Inc. (dba iPARQ) ("Vendor/Company"), whose
mailing address is: PO Box 60309, San Diego, CA 92166. The parties agree as follows:
I.VENDOR SERVICES.
The Vendor shall provide the following goods and materials and/or perform for the city services
set forth in Exhibit A: Scope of Work/Rate Schedule.
II.TIME OF COMPLETION. Vendor shall complete the work and provide all goods,
materials and services within the terms laid out in Exhibit B, Implementation Schedule
effective from the date all parties have signed this Agreement.
III.COMPENSATION. The City shall pay the Vendor pursuant to the terms of Section 4,
“Fees and Payment” of Exhibit C, for the goods, materials and services contemplated in this
Agreement. The City shall pay the Vendor the amounts set forth in Exhibit A: Scope of Work/
Deliverables/Rate Schedule, if the work/deliverable is ordered via work order but the City is not
bound to order all items listed in the Rate Schedule, unless said item is necessary to complete the
function of the Scope of Work.
A.Defective or Unauthorized Work. The City reserves its right to withhold payment from Vendor
for any defective or unauthorized goods, materials or services. If Vendor is unable, for any reason,
to complete any part of this Agreement, the City may obtain the goods, materials or services on its
own or from a third party, and Vendor shall be liable to the City for any additional costs incurred
by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney
fees, incurred by the City beyond the maximum Agreement price specified above. The City further
reserves its right to deduct the cost to complete this Agreement, including any Additional Costs,
from any and all amounts due or to become due the Vendor.
IV.TERMS AND CONDITIONS.
Exhibit C - Inet, Inc. dba iParq, LLC Service Agreement, Terms and Conditions are incorporated
into this Goods and Services Agreement. This Goods and Services Agreement shall serve as the
controlling document over any conflicting provisions contained in Exhibit C.
V.INDEPENDENT CONTRACTOR. Vendor is and shall be at all times acting as an
independent contractor and not as an employee of the City. The Vendor shall secure at its
expense and shall be responsible for all payments of income tax, social security, state
disability insurance compensation, unemployment compensation, and all other payroll
deductions for the Vendor, officer, agents, employees and subcontractors. The Vendor
shall also secure all applicable business licenses, if required, in connection with the contract
services, including all required licenses for Vendor's officers, agents, employees and
subcontractors.
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VI.TERMINATION. The City may terminate this Agreement for good cause. "Good cause"
shall include, without limitation, any one or more of the following events:
A.The Vendor's refusal or failure to supply a sufficient number of properly
skilled workers or proper materials for completion of this Agreement.
B.The Vendor's failure to complete this Agreement within the time specified
in this Agreement.
C.The Vendor's failure to make full and prompt payment to subcontractors or
for material or labor.
D.The Vendor's failure to comply with federal, state or local laws, rules or
regulations.
E.The Vendor's filing for bankruptcy or becoming adjudged bankrupt.
If the City terminates this Agreement for good cause, the Vendor shall not receive any
further monies due under this Agreement.
VII.CHANGES. The City may issue a written change order for any change in the
goods, materials or services to be provided during the performance of this Agreement. If the
Vendor determines, for any reason, that a change order is necessary, Vendor must submit a written
change order request to an authorized agent of the City within fourteen (14) calendar days of the
date Vendor knew or should have known of the facts and events giving rise to the requested change.
If the City determines that the change increases or decreases the Vendor's costs or time for
performance, the City will make an equitable adjustment; the City will attempt, in good faith, to
reach agreement with the Vendor on all equitable adjustments. The Vendor shall proceed with the
change order work upon receiving a written change order from the City. If the Vendor fails to
require a change order within the time allowed, the Vendor waives its right to make any claim or
submit subsequent change order requests for that portion of the contract work. If the Vendor
disagrees with the equitable adjustment the Vendor must complete the change order work;
however, the Vendor may elect to protest the adjustment as provided below:
A.Procedure and Protest by the Vendor. If the Vendor disagrees with anything
required by a change order, another written order, or an oral order from the City, including
any direction, instruction, interpretation, or determination by the City, the Vendor shall:
1.Immediately give a signed written notice of protest to the City;
2.Supplement the written protest within fourteen (14) calendar days with a
written statement that provides the following information:
a.The date of the Vendor's protest.
b.The nature and circumstances that caused the protest.
c.The provisions in this Agreement that support the protest.
Page 3 of 14
Goods and Services Agreement
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d.The estimated dollar cost, if any, of the protested work and how that
estimate was determined.
e.An analysis of the progress schedule showing the schedule change
or disruption if the Vendor is asserting a schedule change or disruption.
3.The Vendor shall keep complete records of extra costs and time incurred as
a result of the protested work. The City shall have access to any of the Vendor's records needed
for evaluating the protest.
4.The City will evaluate all protests, provided the procedures in this section
are followed. If the City determines that a protest is valid, the City will adjust payment for work
or time by an equitable adjustment. No adjustment will be made for an invalid protest.
B.Vendor's Duty to Complete Protested Work. In spite of any protest, the Vendor
shall proceed promptly to provide the goods, materials and services required by the City under this
Agreement.
C.Vendor's Acceptance of Changes. The Vendor accepts all requirements of a change
order by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this
section provides. A change order that is accepted by Vendor as provided in this section shall
constitute full payment and final settlement of all claims for contract time and for direct, indirect
and consequential costs, including costs of delays related to any work, either covered or affected
by the change.
D.Failure to Protest Constitutes Waiver. By not protesting as this section provides,
the Vendor also waives any additional entitlement and accepts from the City any written or oral
order (including directions, instructions, interpretations, and determination).
E.Failure to Follow Procedures Constitutes Waiver. By failing to follow the
procedures of this section, the Vendor completely waives any claims for protested work and
accepts from the City any written or oral order (including directions, instructions, interpretations,
and determination).
VIII.CLAIMS. The Vendor shall give written notice to the City of all claims other than
change orders within fourteen (14) calendar days of the occurrence of the events giving rise to the
claims. Any claim for damages, additional payment for any reason, or extension of time, whether
under this Agreement or otherwise, shall be conclusively deemed to have been waived by the
Vendor unless a timely written claim is made in strict accordance with the applicable provisions
of this Agreement; or, if (and only if) no such provision is applicable, unless that claim is set forth
in detail in writing and received by the City within seven (7) calendar days from the date Vendor
knew, or should have known, of the facts giving rise to the claim. At a minimum, a Vendor's
written claim must include the information set forth regarding protests in Section 6(A)(2)(a)-(e).
FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM
WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS
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Goods and Services Agreement
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ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM
OR CAUSED BY THAT DELAY.
Vendor must, in any event, file any claim or bring any suit arising from or connected with
this Agreement within 120 calendar days from the date the contract work is complete.
IX.WARRANTY. The Vendor shall correct all defects in workmanship and materials within
one year from the date of the City's acceptance of the Contract work in installation of equipment
purchased by the City, installed by the vendor or a vendor’s subcontractor; current third party is
PCS Mobile, a Genetec LPR installer. When defects are corrected, the warranty for that portion of
the work shall extend for at least one year from the date such correction is completed and accepted
by the City. The Vendor shall begin to correct any defects within seven (7) calendar days of its
receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections
within a reasonable time, the City may complete the corrections and the Vendor shall pay all costs
incurred by the City in order to accomplish the correction.
X.INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officers,
officials, employees, agents and volunteers harmless from any and all claims, injuries, damages,
losses or suits, including all legal costs and attorney fees, arising out of or in connection with the
performance of this Agreement. Vendor’s obligation to indemnify shall not extend to that portion
of damages caused by the City’s sole negligence.
The City's inspection or acceptance of any of Vendor's work when completed shall not be
grounds to avoid any of these covenants of indemnification.
Should a court of competent jurisdiction determine that this Agreement is subject to RCW
4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or
damages to property caused by or resulting from the concurrent negligence of the Vendor and the
City, its officers, officials, employees, agents and volunteers, the Vendor's liability hereunder shall
be only to the extent of the Vendor's negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THIS
INDEMNIFICATION CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER
INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS
INDEMNIFICATION. THE PARTIES ACKNOWLEDGE THAT THEY HAVE MUTUALLY
NEGOTIATED THIS WAIVER.
The provisions of this section shall survive the expiration or termination of this Agreement.
XI. INSURANCE. The Vendor shall procure and maintain for the duration of this Agreement,
insurance against claims for injuries to persons or damage to property that may arise from or in
connection with the performance of the Contract work by the Vendor, its agents, representatives,
employees or subcontractors.
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Before beginning work on the project described in this Agreement, the Vendor shall
provide a Certificate of Insurance evidencing:
A.Automobile Liability insurance with limits no less than $1,000,000 combined
single limit per accident for bodily injury and property damage; and
B.Commercial General Liability insurance written on an occurrence basis with
limits no less than $1,000,000 combined single limit per occurrence and $2,000,000 aggregate for
personal injury, bodily injury and property damage. Coverage shall include but not be limited to:
blanket contractual; products/completed operations/broad form property damage; and employer's
liability.
C.Excess Liability insurance with limits not less than $1,000,000 limit per occurrence
and aggregate.
D.Professional Liability insurance with limits no less than $1,000,000 limit per
occurrence/claim.
E.Workers Compensation insurance as statutorily required by the Industrial
Insurance Act of the State of Washington, Title 51, Revised Code of Washington and employer's
liability with limits not less than $1,000,000.
Any payment of deductible or self-insured retention shall be the sole responsibility of the
Vendor.
All required policies shall be provided on an “occurrence” basis except professional
liability insurance (if required), which shall be provided on a “claims-made” basis.
The City shall be named as an additional insured on the Commercial General Liability
insurance policy, as respects work performed by or on behalf of the Vendor and a copy of the
endorsement naming the City as additional insured shall be attached to the Certificate of Insurance.
The City reserves the right to receive a certified copy of all the required insurance policies.
The Vendor's Commercial General Liability insurance shall contain a clause stating that
coverage shall apply separately to each insured against whom claim is made or suit is brought,
except with respects to the limits of the insurer's liability.
The Vendor's insurance shall be primary insurance as respects the City and shall contain a
waiver of subrogation against the City for claims arising out of any operations, liabilities and
obligations to which coverage applies. It shall be an affirmative obligation upon Vendor to advise
the City’s Risk Manager by fax at (360) 473-5161, or by certified mail, return receipt requested to
City of Bremerton, Attn: Risk Management, 345 6th Street, Suite 100, Bremerton, WA 98337
within two days of the cancellation, suspension or substantive change of any insurance policy set
out herein, and failure to do so shall be construed to be a breach of this Agreement.
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The City also reserves its unqualified right to require at any time and for any reason, proof
of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of
coverage.
XII.MISCELLANEOUS.
A.Licenses and Taxes. Vendor shall possess a current Bremerton Business License
and any regulatory license required to fulfill Vendor's obligations under this contract. B&O taxes
shall be paid when due, and Vendor, by this agreement, assigns any payments due under this
contract to the City Clerk for payment of such taxes which have been declared delinquent.
B.Conflict and Precedence. In the event of a conflict between the contract documents,
the document which rates higher on the following list shall take precedence:
1.Addenda, if any,
2.Contract,
3.Specifications,
4.Terms and Conditions,
5.Contractor's proposal.
C.Documents Incorporated by Reference. The following documents are incorporated
by reference, to include, but not be limited to:
1.Terms and Conditions,
2.Specifications,
3.Proposal, and
4.Non-Collusion Affidavit.
D.Use of Photographs and Images. Vendor shall not use or distribute photographs or
images depicting City officials, personnel, property, or equipment whether prepared by Vendor or
provided by City without prior written consent of the City. The City will not unreasonably
withhold its consent.
E.Nondiscrimination. In the hiring of employees for the performance of work under
this Agreement the Vendor, its subcontractors, or any person acting on behalf of Vendor shall not,
by reason of race, religion, color, sex, sexual orientation, national origin, or the presence of any
sensory, mental, or physical disability, discriminate against any person who is qualified and
available to perform the work to which the employment relates.
F.Compliance with Laws. Vendor shall comply with all federal, state and local laws,
rules and regulations throughout every aspect in the performance of this Agreement.
G.Work Performed at Vendor's Risk. Vendor shall take all precautions necessary and
shall be responsible for the safety of its employees, agents, and subcontractors in the performance
of this Agreement. All work shall be done at Vendor's own risk, and Vendor shall be responsible
for any loss of or damage to materials, tools, or other articles used or held for use in connection
with the work.
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H.Governing Law. This Agreement shall be governed and construed in accordance
with the laws of the State of Washington. If any dispute arises between the City and Vendor under
any of the provisions of this Agreement, resolution of that dispute shall be available exclusi vely
under the jurisdiction, venue and rules of the Kitsap County Superior Court, Kitsap County,
Washington.
I.Attorney's Fees. In any claim or lawsuit for damages arising from the parties'
performance of this Agreement, each party shall be responsible for payment of its own legal costs
and attorney's fees incurred in defending or bringing such claim or lawsuit; however, nothing in
this subsection shall limit the City's right to indemnification under Section 9 of this Agreement.
J.Written Notice. All communications regarding this Agreement shall be sent to the
parties at the addresses listed below, unless otherwise notified. Any written notice shall become
effective upon delivery, but in any event three (3) calendar days after the date of maili ng by
registered or certified mail and shall be deemed sufficiently given if sent to the addressee at the
address stated in this Agreement.
Notices to be sent to: Notices to be sent to:
VENDOR:
Attn: Todd Fisher
iNet,Inc. (iParq)
PO Box 60309
CITY:
Attn: DeWayne Pitts
City of Bremerton
345 6th Street, Suite 100
Bremerton, WA 98337-1891 San Diego, CA 92166
K.Assignment. Any assignment of this Agreement by the Vendor without the written
consent of the City shall be void.
L.Modification. No waiver, alteration, or modification of any of the provisions of
this Agreement shall be binding unless in writing and signed by a duly authorized representative
of the City and Vendor.
M.Severability. If any one or more sections, subsections, or sentences of this
Agreement are held to be unconstitutional or invalid, that decision shall not affect the validity of
the remaining portion of this Agreement and the remainder shall remain in full force and effect.
N.Entire Agreement. The written provisions and terms of this Agreement, together
with any attached Exhibits, supersede all prior verbal statements by any representative of the City,
and those statements shall not be construed as forming a part of or altering in any manner this
Agreement. This Agreement and any attached Exhibits contain the entire Agreement between the
parties. Should any language in any Exhibit to this Agreement conflict with any language
contained in this Agreement, the terms of this Agreement shall prevail.
IN WITNESS WHEREOF, the parties below have executed this Agreement.
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Goods and Services Agreement
Rev. 07/2018
CITY: VENDOR:
City of Bremerton iNet, Inc. (iParq)
By: By:
Its: Its:
Date: Date:
APPROVED AS TO FORM: ATTEST:
By: By:
ROGER A. LUBOVICH, Bremerton City Attorney ANGELA WOODS, City Clerk
Print Name: Print Name:
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Goods and Services Agreement
Rev. 07/2018
EXHIBIT A – SCOPE OF WORK/DELIVERABLES/RATE SCHEDULE
City of Bremerton – Parking management software, android handheld devices and LPR camera
Samsung S8 Smart Phone devices including software that provides: camera, scan barcode, cellular
wireless data, connection to Zebra IMX220 printer, battery, and AC Adapter. Software utilized
includes: adjudication module allowing for scofflaw management to track and restrict parking
privilege to repeat violators; iParq parking database management support & Hosting solution includes:
Software license, patches, updates, and upgrades; Cloud Hosting servers, system security and system
disaster recovery solutions.
Equipment
Item Description Quantity Unit of
Measure
Unit Price Cost
LPR Kit Includes LPR cameras wheel
image cameras, processing
unit NAV unit, cables and
overtime software
1 Each $40,300 $40,300
Computing Kit Includes ruggedized Tablet,
Mount, dock, power supply,
antenna, external modem
with Vehicle as a hub option
1 Each $7,500 $7,500
iParq
POD/Enforcement
Handheld Units
(Lease)
Digital camera, scan
barcode, Samsung S8 & data
connection plan, thermal
printer (Zebra IMZ220),
Battery, AC adapter, Otter-
box and shoulder straps.
6 Each $9,000 $9,000
Software, Storage and Application
Item Description Quantity Unit of
Measure
Unit Price Cost
iParq Parking
Database
Management
Support &
Hosting Solution
Services Fee
Parking database
management storage, security
& disaster recovery solution.
Configure/manage cloud
hosting. Includes 2 GB of
data additional data is $20
per GB. Includes license
updates, upgrades, and
software support services.
1 Annual $2,500 $2,500
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Goods and Services Agreement
Rev. 07/2018
iParq Permit
Management
System
Permit Management
Software solution with
administrative access,
customization, and control.
Virtual front counter to sell
parking 24/7/365.
1 Annual
Fee
$1,400 $1,400
Enforcement
Application
Includes handheld software
license update, upgrades, and
1 Annual
Fee
$900 $900
License software support services.
iParq will grant you the right
to use the Software product
via any standard web browser
over the World Wide Web.
iParq
Enforcement and
Adjudication
Module
Online adjudication; online
secure payment portal to pay
parking citation online.
1 Annual
Fee
$2,580 $2,580
Installation
Item Description Quantity Unit of
Measure
Unit Price Cost
LPR Software and
Application
Includes base software,
mapping license, Genetec
Advantage
1 Flat Fee $9,695 $9,695
Data Conversion 2 years of data. Full scope of
work tbd by iParq PM and
City PM during
implementation.
1 Flat Fee $2,500 $2,500
LPR Cost for
Installation
IT backend services, on site
installation, testing project
management and travel costs
1 Flat Fee $9,100 $9,100
JIS Integration JIS Integration ($350 per
hour) estimate base on 8 hours
8 Hours $350 $2800
Pay by Phone
Integration
Custom Development 1 Flat Fee $2,000 $2,000
Digital Pay
Station Integration
Custom Development 1 Flat Fee $3,100 $3,100
Page 11 of 14
Goods and Services Agreement
Rev. 07/2018
In -State
Registered Owner
Information using
License Plate or
VIN ID
Direct DMV online module.
Retrieves registered owner
information. To send notice,
holds, or releases.
1 Flat Fee $1,050 $1,050
50 States
Registered Owner
Information
Using License
Plate or Vin DI
via NLETS and
client ORI
Direct DMV online module. Retrieve
register owner information to send notice,
holds or releases
1 Flat Fee $1,650 $1,650
Training Costs
Item Description Quantity Unit of
Measure
Unit Price Cost
iParq Enforcement
Training
Software and Permit
training (Per day fee
of $400 estimated at
2 days)
2 Day $400 $800
LPR Training Include on-site
operator training and
remote admin
training
1 Flat
Fee
$1,200 $1,200
iParq Standard Full
System Set-up and
Implementation
Enforcement, bulk
reservations, permits,
& fulfillment.
Includes system
software testing,
online administer
training and post
installation follow-
up. Includes LPR
integration.
1 Flat Fee $5,200 $5,200
Warranty Cost
Item Description Quantity Unit of
Measure
Unit Price Cost
LPR Support One on-site preventative maintenance
visit and during 1-year warranty
period
1 Each $1,600 $1,600
Page 12 of 14
Goods and Services Agreement
Rev. 07/2018
LPR Mobile
Assurance
Service or support that requires a PCS
Mobile IT Specialist to work with
customer via phone, email. Remote
and/or at the PCS mobile shop to
resolve issues. Covers replace or
repair of any inoperable equipment du
to MFG defect, normal wear and tear,
replacement of any out of date
hardware, Warranty excludes
lost/stolen hardware.
1 Each $2,750 $2,750
LPR
Maintenance
after warranty
expiration
Annual support and maintenance to
include one on-site preventative
maintenance visit per year after 1st
year of maintenance support
2 Annual
Fee
$4,350 8,700
Miscellaneous Additional Costs
Item Description Quantity Unit of
Measure
Unit Price Cost
LPR Shipping One-time shipping costs 1 Each $150 TBD
Shipping Cost Pass through for permit
shipping, handheld
shipping, and any other
products ordered by
client.
1 Per
Shipment
TBD TBD
iPermit Design
and Set up Fee/
iPermit Design
Template
Custom permit template
design with client’s
personal log and picture.
First 2 designs free
Per Design $175 _______
iPermit Standard
Permit Printing
Costs
2.25 X 3” full color,
adhesive based,
antifraud/duplication,
repositionable parking
permit
Per Permit $0.69 --------------
Permit
Fulfillment Fee
iParq will print, generate
track and mail each
permit to applicant.
USPS first class postage
included
Per
Transaction
$4.95 Paid by
Parker
Over the
counter Permit
Fulfillment
Fee- Bus Pass,
Hang Tags,
Scratch offs
iParq will printer
generate, track and mail
bulk permit to the client.
Process is completed at
the front office counter
Per
Transaction
$3.95 Paid by
Parker
Page 13 of 14
Goods and Services Agreement
Rev. 07/2018
Vehicle and
Owner
Information
Registration
No Permit Purchase required.
Typically used for VIP Registration
and License Plate Recognition
1 Per
Transaction
$1.95
Recurring
Billing
Transaction Fee
Recurrence intervals
transaction fee allows
the service to bill your
customer every week,
month or year.
Per
Transaction
$0.99
Daily
Pass/Temporary
Permit Fee
Daily fee for all short-
term visitor permits.
Per Permit
Per Day
$0.40
iParq Standard
Citation or
Notice Paper
iParq Standard Citation or Notice
paper. Estimate 95 transaction per
roll. Custom paper is $12 per roll.
1 Per Roll $9.00 Paid by
Parker if
Citation
issued
Citation
Issuance Fee –
Electronic &
Manual
Processing fee for each
electronic and manual
citation entered into
enforcement system.
1 Per Citation
Issued
$0.50 Paid by
Parker if
Citation
issued
Citation
Payment
Transaction Fee
–Violator Paid
Citation payment transaction fee for
each payment transaction processed
with enforcement system
1 Per Citation
Transaction
$2.95 Paid by
Parker if
Citation
issued
Registered
Owner Lookup
(DMV &
NLETs)
In -state DMV register
owner lookup using
license plate or VIN ID
or DMV register owner
lookup retrieval service
using out-of- state
license plate or VIN id.
Per Lookup $0.45 Paid by
Parker if
Citation
issued
Delinquent
Notification
Mailer
Deliquent notification
mailer includes US PS
first class/emailing
citations is free.
Per Mailing $0.85 Paid by
Parker
Custom
Programming
Customer
programming/integration
beyond scope of work.
After hours/rush
$525.00/hr.
Per Hour $350.00
Page 14 of 14
Goods and Services Agreement
Rev. 07/2018
CC Transaction
Fee: American
Express and
Discover
Credit card processing
fee
Per
Transaction
$3.25% Paid by
Parker
CC Transaction
Fee: Visa and
Mastercard
Credit card processing
fee
Per
Transaction
$3.25% Paid by
Parker
Financial
Services Fee
NSF Checks, Chargebacks, and ACH
Declines Per
Transaction
$40.00 Paid by
Parker
Refund Fee
(billed as
needed)
Financial services for electronic
refund by client or iParq staff. Paper
checks issued by iParq staff fee is $20
per check.
Per
Transaction
$10.00
.
EXHIBIT B - IMPLEMENTATION SCHEDULE
iParq Implementation Checklist
Main Points of Contact:
iParq:
Project Manager: Jason Atkinson (jatkinson@iparq.com)
Client Support: Taylor Diaz (tdiaz@iparq.com) & Tien Dang (tien@iparq.com)
Sales: Madison Huemmer (mhuemmer@iparq.com)
City of Bremerton:
Permits & Enforcement: TBD
Purchasing: Melinda Monroe
Action Item Day/Date Due* Responsibility Sign-Off
Overview - How Long Will Your Implementation Take?
Contract Signing and Pricing Approval TBD Sales
Introduction Meeting
0 Days After Contract Is
Signed
Sales
Kick off Meeting 0 Days After Contract Is
Signed
Operations/Client/Sales
Discuss Milestones
Provide Work Plan/Implementation (Revised)
10 Days After Contract Is
Signed
Operations
Setup all Modules
30 Days After Contract Is
Signed
Operations
Initial Training and Testing
60 Days After Contract Is
Signed
Operations/Client
Final Review and Go Live
90 Days After Contract Is
Signed
Operations/Client
Setup - Client Responsibilities ("Homework" Items)
Administrators 30 Days Client
Locations 30 Days Client
Message Templates 30 Days Client
Violation Fees 30 Days Client
Violation Types 30 Days Client
Violation Fee - Responsibility Waiver Signed 30 Days Client
Setup - iParq/Client Training
Aging Actions
Discuss/Create Aging Actions 20 Days Operations/Client
REQUIRED: add block appeal event if appeal option is turned on Operations/Client
Appeal Settings
Discuss/Create Appeal Settings 20 Days Operations/Client
Discuss physical letter fulfillment 20 Days Operations/Client
Required contact types (email, phone, address) 20 Days Operations/Client
Bulletins
Discuss Bulletins 20 Days Operations/Client
Extra Fields
Discuss/Create Extra Fields 20 Days Operations/Client
Assign extra fields to permit prequalification 20 Days Operations/Client
Training on editing extra field data in customer account 20 Days Operations/Client
Handheld Settings
Set General Print Settings 20 Days Operations/Client
Discuss/Create Field Alerts 20 Days Operations/Client
Discuss/Create Quick Notes 20 Days Operations/Client
Institution Info
Set general institution settings including the State 10 Days Operations/Client
Timezone setting 10 Days Operations/Client
Mailboxes
Discuss/create mailboxes 20 Days Operations/Client
Mail Routing 20 Days Operations/Client
Enable/disable spam protection 20 Days Operations/Client
Payment Types
AVS Requirement 20 Days Operations/Client
Account Balance 20 Days Operations/Client
American Express 20 Days Operations/Client
Cash 20 Days Operations/Client
Check 20 Days Operations/Client
Discover 20 Days Operations/Client
Electonic Check 20 Days Operations/Client
Mastercard 20 Days Operations/Client
Visa 20 Days Operations/Client
Custom Payment Types 20 Days Operations/Client
PDF Templates
Discuss PDF Templates 20 Days Operations/Client
Provide Word Document/PDF Backgrounds 20 Days Client
Penalty Settings
Discuss/Create Penalty Settings 20 Days Operations/Client
Collections Transfer Settings 20 Days Operations/Client
DMV Requestor Codes (if necessary) 20 Days Operations/Client
Permit Types
Discuss Prequalification Lists 20 Days Client Services
Annual Permits 30 Days Client Services
Monthly Permits with Recurring Billing 20 Days Client Services
Daily/Short Term Permits 20 Days Client Services
- Date Picker 20 Days Client Services
Custom Temporary Permit Templates 20 Days Client Services
Temporary Permit Settings 20 Days Client Services
Residential Permits 20 Days Client Services
- Locations/Addresses 20 Days Client Services
- Permits per address 20 Days Client Services
Waitlists 20 Days Client Services
Prequalification List Import Setup (FTP Process) 30 Days Operations/Dev
Public Website
Custom Domain Name/Redirect 10 Days Operations
- Recaptcha for custom domain name 20 Days Operations
Terms and Conditions 20 Days Client Services
Virtual Front Counter Design/Branding 10 Days Operations
Discuss/Setup specific ecommerce behavior 20 Days Operations
Authorize.net Merchant Seal 20 Days iParq Accounting
Recurring Billing
Payment Failure Fee 20 Days Operations/Client
Scofflaw Settings
Discuss/Create Total Cites Scofflaw 20 Days Operations/Client
Discuss/Create Open Cites Scofflaw 20 Days Operations/Client
Discuss/Create Warning Cites Scofflaw 20 Days Operations/Client
Discuss/Create Old Cites Scofflaw 20 Days Operations/Client
Scheduled Reports
Discuss report scheduling 20 Days Operations/Client
Renewals
Discuss/Setup of Physical Letters 20 Days Operations/Client
Discuss/Setup of Emails 20 Days Operations/Client
Shipping Types
Setup of shipping fees 20 Days Operations/Client
Upload Logo
Discuss and upload institution logo 10 Days Operations/Client
Additional Setup Requirements
Physical Permit Design and Fullfillment Setup
Location Database Import 14 Days Operations
Permit Templates Approval 30 Days Client Services
Permit Insert Designs Approved (graphics, wording, paper color) 30 Days Client Services
Establish Inventory (over-the-counter vs iParq fullfillment) 30 Days Client Services
Fullfillment Confirms Permits Received 30 Days Client Services
Client Verifies First Batch of Letters Before Mailed 30 Days Client Services
Shipping Types 20 Days Client Services
Reports
Personal Reports 20 Days Operations
- Train on ad-hoc reporting 20 Days Operations
Scheduled Reports 20 Days Operations
Hardware
Provide Handhelds/Printers 20 Days Client Services
- Train on handheld operation 30 Days Operations
Provide paper for printers 20 Days Client Services
Order Custom paper (optional) 45 Days Client Services
Specialty Add-on Items
Third Party Integrations
LPR Integration with PCS Mobile/Genetec (Phase 2) 120-180 Days Operations
Custom Development 90 Days Operations
Citation system integration with Washington State JIS system 20 Days Operations
Accounting
Check all Banking Info and C.C. Performance Evaluation 80 Days Accounting/Operations
Provide Manager reports and income Statements 80 Days Accounting
Customers and Customer Service
Send first transition email without details (Optional) 60 Days Client
Send second transition email with details (Optional) 80 Days Operations
Final Overview of System with Client 90 Days Operations/Client Services/Client
Phase 1 (iParq Permits & Enforcement): INITIAL GO LIVE = Phase 1
(iParq Permits & Enforcement): FINAL GO LIVE =
85 Days
90 Days
Phase 2 (LPR): Final GO LIVE = 120-180 Days
Post Implementation Meeting TBD Sales/Operations/Client
Post Implementation Follow Up Contact TBD Sales/Operations/Client
*All timelines provided assume prompt response from client. Delays in response may result in timeline changes.
*If listed in "Days" format, represents days after contract signing
INET, INC. SERVICE AGREEMENT
TERMS AND CONDITIONS
EXHIBIT C: TERMS AND CONDITIONS
This Service Agreement Terms and Conditions (hereinafter
“Agreement”), made as of this 1st day of May 2019 (the
"Effective Date"), between the City of Bremerton Washington
(City of Bremerton), a municipality (hereinafter “Subscriber”)
having a principle place of business at 345 6th
Street, Suite 100, Bremerton, WA 98337
(hereinafter "Subscriber’s Office") and INet, Inc., DBA
iParq, a Delaware corporation (hereinafter “Company”)
having a principle place of business located at 4240 W.
Flamingo Rd #201 Las Vegas NV 89103 (hereinafter
"Company’s Office").
WHEREAS, Subscriber requests Company to provide
certain services and may request Company to perform
additional services in the future and Company is willing to
provide such services; and
WHEREAS, Company and Subscriber desire to enter into
an agreement that will define the respective rights and duties
as to all services to be provided;
WHEREAS, the purpose of this Agreement is to state the terms
and conditions under which Company will provide
services to Subscriber, its departments, subsidiaries, or
agents;
WHEREAS, Customer agrees that the Services provided under
this contract are governed by and shall at all times be subject
to the terms of this contract and Company's General Terms
and Conditions. In the event of any conflict between the
Terms and Conditions and any other terms entered into
between the Subscriber and Company with respect to the
subject matter hereof, the Terms and Conditions shall control;
NOW, THEREFORE, in consideration of the
covenants and agreements contained herein, the parties
agree as follows:
1.DEFINITIONS
1.1 “Affiliate” means any entity that, directly or
indirectly, controls, is controlled by or is under common control
with such entity (but only for so long as such control exists),
where “control” means the ownership of more than 50% of the
outstanding shares or securities representing the right to vote
in the election of directors or other managing authority of such
entity.
1.2 “Agreement” means this Service Agreement of
Terms and Conditions together with the Service Agreement
Proposal, see infra.
1.3 “Computer Software” means Company software
components to be installed on the computer systems of
Subscriber Group, infra, including, without limitation, Company
Data and Company-licensed third party libraries.
1.4 “Confidential Information” means non-public
business information, know-how, and trade secrets in any
form, including information regarding a party’s product plans,
terms of this Agreement, and any other information a
reasonable person should understand to be confidential, which
is disclosed by or on behalf of either party or its Affiliates
(“Disclosing Party”) to the other party or its Affiliates
(“Receiving Party”), directly or indirectly, in writing, orally, or
by inspection of tangible objects, including Service features,
functionality, user interfaces, documents, prototypes,
samples, and equipment, and whether such information is
disclosed before or after the Effective Date. “Confidential
Information” excludes information that (a) was publicly known and
made generally available in the public domain prior to the time of
disclosure by the Disclosing Party; (b) becomes publicly known and
made generally available after disclosure by the Disclosing Party to
the Receiving Party through no action or inaction of the Receiving
Party; (c) is already in the possession of the Receiving Party at the
time of disclosure by the Disclosing Party, as shown by the
Receiving Party’s files and records; (d) is obtained by the Receiving
Party from a third party without a breach of the third party’s
obligations of confidentiality; or (e) is independently developed by
the Receiving Party without use of or reference to the Disclosing
Party’s Confidential Information, as shown by documents and other
competent evidence in the Receiving Party’s possession. The City of
Bremerton has contracted a third party (Imperial Parking ImPark)
to conduct any and all enforcement services. iParq assumes no
responsibility and is indemnified from any actions as a result of the
enforcement process, including actions by City of Bremerton staff
and affiliates, as well as, ImPark staff and affiliates.
In addition, ImPark and it’s affiliates are granted no permission to
access any part of portions of the iParq system, with the exception
of data provided as defined in the implementation (the “Project”).
Any unauthorized access will be deemed as a breach of Intellectual
Property by the City of Bremerton and ImPark which will result in
potential legal action initiated on behalf of iParq.
1.5 “Documentation” means Company-provided user
documentation, in all forms, relating to the Service (e.g., user
manuals, on-line help files).
1.6 “Permitted Third Party” means any entity under
contract with Subscriber Group who needs to access the Service
to perform its obligations to Subscriber Group and who is not a
competitor of Company.
1.7 “Professional Service Fees” means the fees for
Professional Services charged on a time and materials basis at
Company’s then-current rates, unless otherwise specified on the
Service Agreement Proposal.
1.8 “Professional Services” means the professional services
specified on the Service Agreement Proposal.
1.9 “Service” means the web-accessed computer software
and Internet services, hardware, trademarks, patents, copyrights
and other intellectual property identified in the Service Agreement
Proposal. As part of the Service, Company may provide Subscriber
Group with Computer Software, which Subscriber Group may
install on its computer system and use solely to upload data into
the Service.
1.10 “Service Agreement Proposal” means the Service
Agreement Proposal executed by Subscriber and Company and
attached hereto and incorporated herein by reference.
1.11 “Scope Limitations” means any limitations on use of the
Service specified on the Service Agreement Proposal.
1.12 “Subscriber” means the customer named on the
Service Agreement Proposal.
1.13 “Subscriber Group” means, individually and/or
collectively as the context may require, Subscriber and its
Affiliates.
1.14 “Subscription Fees” means the fees for the Service
specified on the Service Agreement Proposal.
2.USER AGREEMENT
2.1 License to Use the Service. Subject to the terms and
1
1 of 9
INET, INC. SERVICE AGREEMENT
TERMS AND CONDITIONS
EXHIBIT C: TERMS AND CONDITIONS
conditions of this Agreement, Company grants to
Subscriber Group a limited, worldwide, non-exclusive,
non- transferable (except as permitted in Section 11.4)
license during the term of this Agreement to use the
Service over the World Wide Web via a standard browser
solely in connection with its internal business operations.
The license of Subscriber Group to use the Service is
subject to the Scope Limitations and contingent upon
compliance with the Scope Limitations and this
Agreement. iParq provides Software As A Service (SAAS)
to all of its Clients. Pursuant to this contract, City of
Bremerton will be one of those Clients. For the duration
of the
contract iParq will grant City of Bremerton and its users the
right to use iParq SAAS software and services pursuant to
iParq's published standard User Agreement. iParq will provide
City of Bremerton electronic or web based user access to its
software and systems. All users will agree to create their own
iParq account using the then current system webpages. As a
condition to using the iParq system, each user will fill out their
information electronically, provide payment information as
necessary, and will accept the current terms of service before
iParq will grant them access to the system. All users will
continue to be governed by this user agreement and any
update as iParq or City of Bremerton may require. This
standard agreement governs all iParq users and reserves the
data and confidentiality rights to each iParq Client individually.
No iParq client will have any rights to any other client or
Subscriber Group’s data therefore City of Bremerton will have
no rights to other iParq Client or Subscriber Group’s data.
2.2 License to Use the Documentation. Subject to the
terms and conditions of this Agreement, Company grants to
Subscriber Group a limited, worldwide, non-exclusive, non-
transferable (except as permitted in Section 11.4) license
during the term of this Agreement to reproduce, without
modification, and internally use a reasonable number of copies
of the Documentation solely in connection with use of the
Service in accordance with this Agreement.
2.3 Use Restrictions. All rights not expressly granted to
Subscriber Group are reserved by Company. Except as
otherwise explicitly provided in this Agreement or as may be
expressly permitted by applicable law, Subscriber Group will
not, and will not permit or authorize third parties to: (a) rent,
lease, or, except as explicitly set forth in Section 2.5, otherwise
permit third parties to use the Service, Computer Software or
Documentation; (b) use the Service to provide services to third
parties (e.g., as a service bureau); (c) circumvent or disable
any security or other technological features or measures of the
Service, or attempt to probe, scan or test the vulnerability of
a network and or system or to breach security or
authentication measures; (d) upload or provide for processing
any information or materials that are defamatory, offensive or
abusive or of an obscene or menacing character or violate
privacy or intellectual property rights; (e) use the Service to
harm, threaten or harass another person or organization; or
(f)send, store or distribute any viruses, worms, Trojan
horses, or other malware component harmful to a
network or system. Subscriber Group will not copy,
reproduce, modify, translate, enhance, decompile,
disassemble, reverse engineer or create derivative works
of any Service software or Computer Software, or
provide, disclose or make any Service or Computer
Software available to any third party. Subscriber Group is
not authorized to make any copy of Service software.
Subscriber Group will neither alter nor remove any trademark,
copyright notice or other proprietary rights notices that may
appear on any part of the Documentation or any Computer
Software and will include all such notices on any copies.
Subscriber will ensure that its Affiliates, the Permitted Third
Parties and the Authorized Users comply with the applicable
obligations of Subscriber under this Agreement and will be
directly responsible to Company for their conduct and any
breach of this Agreement by them.
2.4 Compliance with Laws. Subscriber Group will use
the Service and Documentation, and upload data into the
Service, in compliance with all applicable laws and regulations.
Authorized Users Only. This Agreement restricts the use of the
Service to those specified employees of Subscriber Group and
Permitted Third Parties for which Subscriber has created
unique user names and passwords (each, an “Authorized
User”), up to the number of users specified on the Service
Agreement Proposal. Authorized Users must not provide or
make available their user names or passwords to any other
person. An Authorized User account is not permitted to be
shared among users. Additional Authorized Users may be added
by paying the applicable fees to Company at Company’s then-
current rate or as otherwise specified on the Service
Agreement Proposal. The term for additional Authorized Users
will be coterminous with (and the pricing prorated for) the
expiration of the then-current term of this Agreement. The
Authorized Users who are employees of Permitted Third Parties
may access and use the Service solely to perform the Permitted
Third Party’s contractual obligations to Subscriber Group.
Company may from time-to-time request from Subscriber a list
of all Authorized Users, including their employer information
and, if not employed by Subscriber, whether the employer is
an Affiliate or Permitted Third Party. Subscriber will provide this
list to Company within a reasonable period of time after
Company’s request.
2.5 Protection against Unauthorized Use. Subscriber
Group will ensure that Permitted Third Parties and Authorized
Users, use reasonable efforts to prevent any unauthorized use
of the Service and Documentation, and Subscriber will
immediately notify Company in writing of any unauthorized use
that comes to Subscriber Group’s attention. If there is
unauthorized use by anyone who obtained access to the
Service, Computer Software or Documentation directly or
indirectly through Subscriber Group, a Permitted Third Party or
an Authorized User, Subscriber Group will take all steps
reasonably necessary to terminate the unauthorized use.
Subscriber Group will cooperate and assist with any actions
taken by Company to prevent or terminate unauthorized use
of the Service, Computer Software or Documentation.
3.SERVICE AVAILABILITY; DATA SECURITY;
PROFESSIONAL AND SUPPORT SERVICES
3.1 Service Availability. Company performs and
maintains regular database backups according to the retention
policy appropriate for the particular system. Company
incorporates database and system maintenance operations
and processes designed to address data consistency, indexing,
and integrity requirements which also help improve query
performance. Company also uses an industry-leading hosting
infrastructure to provide the Service and has implemented and
will maintain commercially reasonable measures intended to
avoid unplanned Service interruptions. Company will use
commercially reasonable efforts to notify Subscriber in
advance of planned Service interruptions. In the event of an
unplanned Service interruption, Subscriber may contact
2 of 9
INET, INC. SERVICE AGREEMENT
TERMS AND CONDITIONS
EXHIBIT C: TERMS AND CONDITIONS
Company for Technical Support Services.
3.2 Data Security. The Service is currently provided from
the United States and Subscriber Data (as defined in Section
6.2) is currently stored and processed in the United States.
Company has implemented and will maintain appropriate
physical, electronic, and managerial procedures intended to
protect against the loss, misuse, unauthorized access, alteration
or disclosure of Subscriber Data. These measures include
encryption of Subscriber Data during transmission to the
Service and encryption of backups of
Subscriber Data and authentication credentials at rest.
Company will use reasonable efforts to promptly notify
Subscriber of any unauthorized access to, or use of, Subscriber
Data that comes to Company’s attention. Subscriber must
immediately notify Company of any suspected security breach.
3.3 Professional Services. Subscriber may contract with
Company to perform Professional Services. The specific details
of the Professional Services to be performed will be determined
on a per-project basis, and the details for each project will be
described on the Service Agreement Proposal.
3.4 Change Orders. Unless otherwise specified on the
Service Agreement Proposal, Subscriber may reasonably request
in writing that revisions be made with respect to the Professional
Services set forth on the Service Agreement Proposal (“Change
Order”). If a Change Order requests revisions that materially
increase the scope of the Professional Services or the effort
required to perform the Professional Services under the Service
Agreement Proposal, then within 10 business days after
Company’s receipt of the Change Order, Company will deliver to
Subscriber a written, revised Service Agreement Proposal
reflecting Company’s reasonable determination of the revised
Professional Services, delivery schedule, and payment schedule,
if any, that will apply to the requested revisions. If Subscriber
approves the revised Service Agreement Proposal, then the
parties will execute the revised Service Agreement Proposal and
it will supersede the then- existing Service Agreement Proposal.
If Subscriber does not approve the revised Service Agreement
Proposal within ten business days after its receipt by Subscriber,
the then-existing Service Agreement Proposal will remain in full
force and effect, and Company will have no further obligation with
respect to the relevant Change Order.
3.5 Project Management. Each party will designate a
project leader as a single point of contact within each party’s
organization to manage the Professional Services described on
the Service Agreement Proposal (“Project Leader”). The Project
Leaders will meet as necessary to manage the Professional
Services to be performed as indicated on the Service
Agreement Proposal. Disputes will be escalated to more senior
executives if the Project Leaders are unable to resolve a
problem.
3.6 Performance Standard. Company will perform the
Professional Services in a professional and workmanlike
manner in accordance with the Service Agreement Proposal.
Company will use reasonable efforts to complete the
Professional Services in accordance with the schedule of times
and milestones specified on the Service Agreement Proposal
(as modified by any Change Orders).
3.7 Technical Support Services. Company will provide
Subscriber Group with then-current standard technical support
services with respect to the Service, so long as Subscriber is
current in payment of the Subscription Fees. Subscriber Group
is responsible for providing support to Permitted Third Parties.
With respect to technical information Subscriber Group provides
Company as part of the Technical Support Services, Company may
use such information for its business purposes, including for product
support and development.
3.8 Subscriber’s Responsibilities. Subscriber Group will
provide assistance, cooperation, information, equipment, data, a
suitable work environment, and resources reasonably necessary to
enable Company to perform the Professional Services and
Technical Support Services. Subscriber acknowledges that
Company’s ability to provide Professional Services as described on
the Service Agreement Proposal and Technical Support Services
may be affected if Subscriber Group does not provide reasonable
assistance as set forth above. Subscriber shall be responsible for
maintaining all hardware, software, internet connection services,
and any other items or service required to operate an appropriate
web browser or other software at Subscriber Group facilities, and
to connect Subscriber Group or its Affiliates to the Internet (World
Wide Web). Subscriber shall be responsible for any losses incurred
as a result of data or Wi-Fi connectivity issues that result in
eventual declined transactions. Subscriber shall be responsible for
any lost or damaged equipment due to misuse or failure to return
equipment.
4.FEES AND PAYMENT
4.1 Fees and Payment Terms. Unless otherwise
specified on the Service Agreement Proposal, the Subscription Fees
for the Initial Subscription Term and Professional Service Fees are
due 10 days after execution of this Agreement. After the Initial
Subscription Term, Subscription Fees will be invoiced annually at the
then-current rate for the Service or as otherwise specified on the
Service Agreement Proposal, 30 days in advance of the start of
each renewal period. Any additional services, work or compliance
requirement, ordered by the customer and not contained in the
referenced scope of work or order and specifically priced, shall be
billed at the Company's then current rate. Fees for additional
Service quantities and Professional Services will be invoiced at the
time of order, unless otherwise agreed in writing by the parties.
Subscription Fees are subject to adjustment as specified in the
Service Agreement Proposal. Subscriber will pay all amounts in full
within 30 days after the invoice date. The charges in an invoice will
be considered to be accepted by Subscriber unless Company is
notified of a dispute in writing within 7 days of the date of the
invoice. Any amount not paid when due will be subject to finance
charges equal to 1.5% of the unpaid balance per month or the
highest rate permitted by applicable usury law, whichever is less,
determined and compounded daily from the date due until the date
paid. Subscriber will reimburse any costs or expenses (including,
but not limited to, reasonable attorneys’ fees) incurred by Company
to collect any amount that is not paid when due. Amounts due from
Subscriber under this Agreement may not be withheld or offset by
Subscriber against amounts due to Subscriber for any reason. All
amounts payable under this Agreement are denominated in United
States dollars, and Subscriber will pay all such amounts in United
States dollars.
4.2 Taxes. The fees stated on the Service Agreement
Proposal do not include local, state, federal or foreign taxes (e.g.,
value-added, sales or use taxes), fees, duties, or other
governmental charges resulting from this Agreement (collectively,
“taxes”). Subscriber is responsible for paying all applicable taxes,
excluding taxes based on Company’s net income or property. If
Company determines it has the legal obligation to pay or collect
taxes, Company will add such taxes to the applicable invoice and
Subscriber will pay such taxes, unless Subscriber provides
Company with a valid tax exemption certificate from the
appropriate taxing authority. If a taxing authority subsequently
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pursues Company for unpaid taxes for which Subscriber is
responsible under this Agreement and which were not paid by
Subscriber to Company, Company
may invoice Subscriber and Subscriber will pay such taxes to
Company or directly to the taxing authority, plus all applicable
interest, penalties and fees.
5.TERM AND TERMINATION
5.1 Term. This Agreement will commence upon the
Effective Date and continue for three (3) year(s) seven
(7) months through December 31, 2022 (the “Initial
Subscription Term”) unless this Agreement is terminated
earlier in accordance with the terms of this Agreement.
Subscriber has option to extend this Agreement beyond the
Initial Subscription Term for two (2) one (1) year term(s) upon
written notice by Subscriber to Company delivered at least
thirty (30) days prior to expiration of the Initial Subscription
Term. Without timely written notice to extend this Agreement
as described herein, any use or requested use of the Service
beyond the Initial Subscription Term, or Service beyond the
scope of work defined within the Service Agreement Proposal,
will be subject to separate negotiation and agreement at
standard pricing rates in place at expiration of the Initial
Subscription Term.
5.2 Voluntary Termination. This contract shall be for an
initial period of three (3) years from the commencement date
per 5.1. Either party will have the right to terminate the
contract by giving at least 30 days’ notice in writing to the
other party to expire at the end of the initial period or at any
time after that. If anything is identified that may precipitate
any harm to the Company, the Company reserves the right to
terminate services immediately and without notice. Company
will endeavor to provide notice of any action as circumstances
allow.
5.3 Termination for Material Breach. Either party may
terminate this Agreement if the other party does not cure its
material breach of this Agreement within 30 days of receiving
written notice of the material breach from the non-breaching
party. A breach of this Agreement by an Affiliate of Subscriber,
an Authorized User or Permitted Third Party will be treated as
a breach by Subscriber. Termination in accordance with this
Section 5.3 will take effect when the breaching party receives
written notice of termination from the non-breaching party,
which notice must not be delivered until the breaching party
has failed to cure its material breach during the 30-day cure
period. If Subscriber fails to timely pay any Subscription Fees
or Professional Services Fees, Company may, without
limitation to any of its other rights or remedies, suspend
performance of the Service, Professional Services and
Technical Support Services until it receives all amounts due, or
may terminate this Agreement pursuant to this Section 5.3.
5.4 Post-Termination Obligations. If this
Agreement is terminated for any reason, (a) Company will
have no obligation to provide or perform any Service,
Professional Services or Technical Support Services after
the effective date of the termination, (b) Subscriber will
immediately pay to Company any Subscription Fees,
Professional Services Fees, and other amounts that have
accrued prior to the effective date of the termination;
services not used by customer on or before the
Agreement end date will be forfeited and any annual fees
due within the calendar year subject to the termination
will be due upon the termination end date (c) any and all
liabilities accrued prior to the effective date of the
termination will survive, (d) Subscriber will provide Company
with a written certification signed by an authorized Subscriber
representative certifying that all use of the Service, Computer
Software and Documentation by Subscriber Group, Permitted
Third Parties and Authorized Users has been discontinued and
the Computer Software has been de-installed from Subscriber
Group’s computer systems, and (e) Sections 5.3, 6.1, 6.3, 6.5,
6.6, 9,
10 and 11 will survive termination. If this Agreement is
terminated by Company pursuant to Section 5.3 or by
Subscriber other than pursuant to Section 5.3 (i.e., other than
as a result of a material breach by Company that is not cured
as provided above), Subscriber will pay to Company (y)
Subscription Fees for the remainder of the contractual
subscription term, plus (z) the amount of Professional Service
Fees that Company would have been paid under the Service
Agreement Proposal (based on the expected budget to
completion then in effect and taking into account any changes
previously agreed to by the parties) had this Agreement not
been terminated and had the Professional Services been fully
performed in accordance with the schedule then in effect,
which amount owing will be evidenced in a final termination
invoice to be provided by Company to Subscriber. The amount
of Subscription Fees and Professional Service Fees specified in
the foregoing termination invoice will be final and binding on
the parties, absent manifest error. If this Agreement is
terminated by Subscriber pursuant to Section 5.3 (i.e., for
Company’s uncured material breach), Company shall provide
Subscriber a pro-rata refund of all pre-paid but unused
Subscription Fees for the remainder of the then-current term.
6.INTELLECTUAL PROPERTY AND CONFIDENTIAL
INFORMATION
6.1 Service and Documentation. Company retains all
right, title, and interest in and to the Service, Computer
Software and Documentation and all related intellectual
property rights, including without limitation any modifications,
updates, customizations, cards, or other add-ons (all of which
will be considered Company’s Confidential Information), but
excluding Subscriber Data. Subscriber Group’s right to use the
Service, Documentation, and Computer Software are limited to
those expressly set forth in this Agreement; all other rights are
reserved by Company. Subscriber Group understands and
agrees that Company may use and disclose, in an aggregated
format only, any and all data derived or collected from
Subscriber Group’s use of the Service (excluding Subscriber
Data), including for the purposes of operating, managing,
maintaining and improving Company’s products and services,
and for developing and distributing benchmarks and similar
reports and databases; provided that such aggregated data is
not identified or identifiable as originating with or associated
with Subscriber Group or any individual person.
6.2 Subscriber Data. Any data uploaded into the
Service, or otherwise provided for processing by the Service,
by or on behalf of Subscriber Group (“Subscriber Data”) is
Subscriber’s property and Subscriber Confidential Information.
Company will use Subscriber Data solely as required to provide
or perform the Service, Technical Support Services and
Professional Services. Company shall have no further
obligation or liability regarding Subscriber Data other than
confidentiality as provided herein.
6.3 Confidential Information.
(a)Receiving Party agrees to take reasonable
steps, at least substantially equivalent to the steps it takes to
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protect its own proprietary information, but not less
than
reasonable care, to prevent the unauthorized duplication or
disclosure of the Disclosing Party’s Confidential Information to
third parties without Disclosing Party’s prior written consent.
Receiving Party may disclose Disclosing Party’s Confidential
Information to Receiving Party’s employees or agents who
reasonably need to have access to such information to perform
Receiving Party’s obligations under this Agreement, and who
will treat such Confidential Information under the terms of this
Agreement. Provided that such Permitted Third Party is bound
by obligations of confidentiality and nonuse no less restrictive
than the terms of this Agreement, Subscriber may disclose
Company’s Confidential Information to a Permitted Third Party
solely to the extent required for such Permitted Third Party to
be able to access and use the Service pursuant to this
Agreement. Company may also disclose this Agreement to
actual and potential investors and funding sources who agree
to hold it in confidence. Any materials marked as Confidential
are the sole property of the Company. They have been
provided to the Subscriber for their review only. Distribution of
these materials beyond the entity defined or exceeds Receiving
Party obligations and reasonable care will be considered a
breach of Confidentiality by the Company.
(b)The Receiving Party may disclose Disclosing
Party’s Confidential Information if required by law so long as
the Receiving Party gives the Disclosing Party prompt written
notice of the requirement prior to the disclosure and
reasonable assistance in limiting disclosure or obtaining an
order protecting the information from public disclosure.
(c)Upon written request of Disclosing Party, or
in any event upon any termination or expiration of this
Agreement, Receiving Party will return to Disclosing Party or
destroy all materials, in any medium, to the extent containing
or reflecting any of the Disclosing Party’s Confidential
Information, provided, however, that this requirement will not
limit Company’s rights under Section 6.1.
(d)Following expiration or termination of this
Agreement, Company may purge the Subscriber Data and the
Subscriber’s Service environment from Company’s systems.
Subscriber may elect to receive a copy of Subscriber Data if
requested in writing within ninety (90) days of expiration or
termination of this Agreement.
(e)This Section 6.3 will survive for 5 years
following expiration or termination of this Agreement.
6.4 Trademarks. This Agreement does not authorize
Subscriber Group to use Company’s name or any of its
trademarks, which include but are not limited to the name of
Company, the words Intelligent Parking, iParq, Company
domain, and the Company logo.
6.5 Copyright. All title, including but not limited to
copyrights, patents, trademarks and other intellectual
property, in and to the Service software, Documentation
and Computer Software and any copies thereof are owned
by Company or its suppliers. All title and intellectual
property rights in and to the content which may be
accessed through use of the Service software or
Computer Software is the property of the respective
content owner and may be protected by applicable
copyright or other intellectual property laws and treaties.
This Agreement grants Subscriber no rights to use such
content. All rights not expressly granted are reserved by
Company. Feedback. Company is hereby granted a royalty-
free, fully paid-up, non-exclusive, perpetual, irrevocable,
worldwide, non-transferable (except as permitted in Section
11.4), sub-licensable license to use, copy, modify, or
distribute, including by incorporating into the Service, any
suggestions, enhancement requests, recommendations or
other feedback provided by Subscriber Group, a Permitted
Third Party or an Authorized User relating to the operation of
the Service.
6.6 Export Restrictions. Subscriber agrees to not export
or re-export the Service software, Documentation or Computer
Software, any part thereof, or any process or service that is
the direct product of the Service software (the foregoing
collectively referred to as the "Restricted Components"), to any
country, person or entity subject to U.S. export restrictions.
Subscriber specifically agrees not to export or re-export any of
the Restricted Components (i) to any country to which the U.S.
has embargoed or restricted the export of goods or services,
which currently include, but are not necessarily limited to
Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria, or to
any national of any such country, wherever located, who
intends to transmit or transport the Restricted Components
back to such country; (ii) to any person or entity who you know
or have reason to know will utilize the Restricted Components
in the design, development or production of nuclear, chemical
or biological weapons; or (iii) to any person or entity who has
been prohibited from participating in U.S. export transactions
by any federal agency of the U.S. government. Subscriber
warrants and represents that neither the U.S. Commerce
Department, Bureau of Export Administration nor any other
U.S. federal agency has suspended, revoked or denied your
export privileges.
7.WARRANTIES AND DISCLAIMER
7.1 Mutual Warranties. Each party represents and
warrants to the other that: (a) the Service Agreement Proposal
has been duly executed and delivered and this Agreement
including the executed Service Agreement Proposal constitutes
a valid and binding agreement enforceable against such party
in accordance with its terms; (b) no authorization or approval
from any third party is required in connection with such party’s
execution and delivery of the Service Agreement Proposal, or
performance of the Agreement; and (c) the execution and
delivery of the Service Agreement Proposal, and performance
of this Agreement, does not violate the laws of any jurisdiction
or the terms or conditions of any other agreement to which it
is a party or by which it is otherwise bound.
7.2 Personal Information. Subscriber Group represents
and warrants that neither it nor any Authorized User will upload
into the Service, or otherwise provide for processing by the
Service, any data or information that may be deemed personal
information of any individual person under the laws of any
applicable jurisdiction, including, without limitation, the
Gramm-Leach-Bliley Act, Health Insurance Portability and
Accountability Act of 1996, and Family Educational Rights and
Privacy Act (all of the foregoing, “Personal Information”),
without Company’s prior written consent. If Personal
Information is uploaded or otherwise provided, Subscriber
Group represents and warrants that it and any Permitted Third
Party has complied with all applicable laws with respect to the
collection, transfer, and use of that Personal Information in
connection with the Service, including without limitation proper
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disclosure and obtaining all required consents from each
individual to transfer that Personal Information to servers
associated with the Service located in the United States or
elsewhere.
7.3 Third Party Products. Any third-party products that
are provided by Company in connection with the Service or
Professional Services are provided pursuant to the terms of the
applicable third-party agreement as provided by Company to
Subscriber, and Subscriber Group’s use of any such third party
product constitutes agreement to comply with the terms of the
applicable third party agreement. Company assumes no
responsibility for, and specifically disclaims any liability or
obligation with respect to, any third-party products.
7.4 Disclaimer. EXCEPT FOR THE EXPRESS
REPRESENTATIONS AND WARRANTIES STATED IN THIS
SECTION 7, COMPANY MAKES NO REPRESENTATION OR
WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED
(EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY,
AS TO ANY MATTER WHATSOEVER. COMPANY EXPRESSLY
DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY,
TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT
WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF
THE SERVICE, COMPUTER SOFTWARE, OR DOCUMENTATION.
COMPANY DOES NOT WARRANT THAT THE SERVICE,
COMPUTER SOFTWARE OR DOCUMENTATION IS ERROR-FREE
OR THAT OPERATION OR USE OF THE SERVICE, COMPUTER
SOFTWARE OR DOCUMENTATION WILL BE SECURE OR
UNINTERRUPTED. COMPANY EXERCISES NO CONTROL OVER
AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF
OR BASED UPON THE RESULTS OF USE OF THE SERVICE,
COMPUTER SOFTWARE AND DOCUMENTATION. UNDER NO
CIRCUMSTANCES WILL COMPANY HAVE ANY LIABILITY TO A
SUBSCRIBER AFFILIATE, PERMITTED THIRD PARTY OR
AUTHORIZED USER. COMPANY PROVIDES THE SERVCE,
COMPUTER SOFTWARE AND DOCUMENTATION AS IS AND
WITH ALL FAULTS, AND HEREBY DISCLAIMS ALL WARRANTIES
AND CONDITIONS, EITHER EXPRESS, IMPLIED OR
STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY)
IMPLIED WARRANTIES OF LACK OF VIRUSES, OF ACCURACY
OR COMPLETENESS OF RESPONSES, OF RESULTS, AND OF
LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT,
ALL WITH REGARD TO THE SERVICE, DOCUMENTATION AND
COMPUTER SOFTWARE, AND THE PROVISION OF OR FAILURE
TO PROVIDE SUPPORT SERVICES THERE IS NO WARRANTY OR
CONDITION OF TITLE, QUIET ENJOYMENT, QUIET
POSSESSION, AND CORRESPONDENCE TO DESCRIPTION OR
NON-INFRINGEMENT, WITH REGARD TO THE SERVICE,
DOCUMENTATION OR COMPUTER SOFTWARE.
7.5 High-Risk Activities. THE SERVICE IS NOT
DESIGNED OR LICENSED FOR USE IN HAZARDOUS
ENVIRONMENTS REQUIRING FAILSAFE CONTROLS,
INCLUDING WITHOUT LIMITATION OPERATION OF NUCLEAR
FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATIONS
SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR
WEAPONS SYSTEMS, IN WHICH THE FAILURE OF THE SERVICE
OR SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR
SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. COMPANY
SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED
WARRANTY OF FITNESS FOR SUCH HIGH-RISK ACTIVITIES.
8.INTELLECTUAL PROPERTY INFRINGEMENT
8.1 Defense of Infringement Claims. Company will, at
its expense, either defend Subscriber Group from or settle any
claim, proceeding, or suit (“Claim”) brought by a third party
against Subscriber Group alleging that its use of the Service
infringes or misappropriates any patent, copyright, trade
secret, trademark, or other intellectual property right if: (a)
Subscriber gives Company prompt written notice of the Claim;
(b) Subscriber Group grants Company full and complete
control over the defense and settlement of the Claim; (c)
Subscriber Group provides assistance in connection with the
defense and settlement of the Claim as Company may
reasonably request; and (d) Subscriber Group complies with
any settlement or court order made in connection with the
Claim (e.g., relating to the future use of any infringing
Service). Subscriber Group will not defend or settle any Claim
without Company’s prior written consent. Subscriber Group will
have the right to participate in the defense of the Claim at its
own expense and with counsel of its own choosing, but
Company will have sole control over the defense and
settlement of the Claim.
8.2 Indemnification of Infringement Claims. Company
will indemnify Subscriber Group from and pay (a) all damages,
costs, and attorneys’ fees finally awarded against Subscriber
Group in any Claim under Section 8.1; (b) all out-of-pocket
costs (including reasonable attorneys’ fees) reasonably
incurred by Subscriber Group in connection with the defense of
a Claim under Section 8.1 (other than attorneys’ fees and costs
incurred without Company’s consent after Company has
accepted defense of the Claim and expenses incurred pursuant
to the last sentence of Section 8.1); and (c) all amounts that
Company agrees to pay to any third party to settle any Claim
under Section 8.1.
8.3 Exclusions from Obligations. Company will have no
obligation under this Section 8 for any infringement or
misappropriation to the extent that it arises out of or is based
upon (a) use of the Service in combination with other products
or services if such infringement or misappropriation would not
have arisen but for such combination; (b) the Service is
provided to comply with designs, requirements, or
specifications required by or provided by or on behalf of
Subscriber Group, if the alleged infringement or
misappropriation would not have arisen but for the compliance
with such designs, requirements, or specifications; (c) use of
the Service by Subscriber Group, any Authorized User, or any
Permitted Third Party for purposes not intended or outside the
scope of the rights granted in this Agreement; (d) failure of
Subscriber Group, any Authorized User or any Permitted Third
Party to use the Service in accordance with instructions
provided by Company, if the infringement or misappropriation
would not have occurred but for such failure; or (e) any
modification of the Service not made or authorized in writing
by Company where such infringement or misappropriation
would not have occurred absent such modification.
8.4 Limited Remedy. This Section 8 states Company’s
sole and exclusive liability, and Subscriber Group’s sole and
exclusive remedy, for the actual or alleged infringement or
misappropriation of any third party intellectual property right
by the Service.
9.SUBSCRIBER INDEMNIFICATION
9.1 Defense. Except to the extent a Claim arises from
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the gross negligence, willful misconduct or breach of the
Agreement by Company, Subscriber Group will defend
Company from any actual or threatened third party Claim
arising out of or based upon use of the Service by Subscriber
Group, Permitted Third Parties, or any Authorized User that is
not in accordance with the terms of this Agreement, Company’s
use in accordance with this Agreement of the Subscriber Data
or other materials or information provided by or on behalf of
Subscriber Group, or breach of any of the provisions of this
Agreement by Subscriber Group, Permitted Third Parties, or
any Authorized User, if: (a) Company gives Subscriber prompt
written notice of the Claim; (b) Company grants Subscriber full
and complete control over the defense and settlement of the
Claim; (c) Company provides assistance in connection with the
defense and settlement of the Claim as Subscriber may
reasonably request; and (d) Company complies with any
settlement or court order made in connection with the Claim.
Company will not defend or settle any Claim without
Subscriber’s prior written consent. Company will have the right
to participate in the defense of the Claim at its own expense and
with counsel of its own choosing, but Subscriber will have sole
control over the defense and settlement of the Claim.
9.2 Indemnification. Subscriber Group will indemnify
Company from and pay (a) all damages, costs, and attorneys’
fees finally awarded against Company in any Claim under
Section 9.1; (b) all out-of-pocket costs (including reasonable
attorneys’ fees) reasonably incurred by Company in connection
with the defense of a Claim under Section 9.1 (other than
attorneys’ fees and costs incurred without Subscriber’s consent
after Subscriber has accepted defense of the Claim); and, (c)
all amounts that Subscriber agrees to pay to any third party to
settle any Claim under Section 9.1.
10.LIMITATIONS OF LIABILITY
10.1 Disclaimer of Indirect Damages.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, COMPANY WILL NOT,
UNDER ANY CIRCUMSTANCES, BE LIABLE TO SUBSCRIBER
GROUP, AUTHORIZED USERS OR PERMITTED THIRD PARTIES
FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY
DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO,
DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR
OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR
PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO
MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF
REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER
PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF
OR RELATED TO THE USE OF OR INABILITY TO USE THE
SERVICE, DOCUMENTATION OR COMPUTER SOFTWARE, THE
PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES,
OR OTHERWISE UNDER OR IN CONNECTION WITH ANY
PROVISION OF THIS THIS AGREEMENT, EVEN IF COMPANY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES
DOCUMENTATION, NOR FOR RESULTING TAX, PENALTIES,
AND INTEREST RELATED TO ANY OUTSTANDING TAX OR FEES.
10.2 Cap on Liability. UNDER NO CIRCUMSTANCES
WILL COMPANY’S TOTAL LIABILITY OF ALL KINDS ARISING
OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT
NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE
FORUM AND REGARDLESS OF WHETHER ANY ACTION OR
CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE,
EXCEED THE LIMIT TO INSURANCE MINIMUMS AS SET
FORTH IN SECTION XII OF THE GOODS AND SERVICES
AGREEMENT. THE FOREGOING LIMITATIONS, EXCLUSIONS
AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS
ITS ESSENTIAL PURPOSE.
10.3 Independent Allocations of Risk. EACH PROVISION
OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF
LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF
DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT
BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN
THE PRICING OFFERED BY COMPANY TO SUBSCRIBER AND IS
AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN
BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS
SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS
OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 10
WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
11.GENERAL
11.1 U.S. Government Use. If the Service is licensed
under a United States government contract, Subscriber
acknowledges that the Service is a "commercial item" as
defined in 48 CFR 2.101, consisting of "commercial computer
software" and "commercial computer software
documentation," as such terms are defined in FAR Section
2.101 and Section 252.227-7014 of the Defense Federal
Acquisition Regulation Supplement (48 CFR 252.227-7014)
and used in 48 CFR 12.212 or
48 CFR 227.7202-1, as applicable. Subscriber also
acknowledges that the Service is "commercial computer
software" as defined in 48 CFR 252.227-7014(a)(1). United
States government agencies and entities and others
acquiring under a United States government contract shall
have only those rights, and shall be subject to all restrictions,
set forth in this Agreement.
11.2 Third Party Software Notices. The Service may
contain third party software that requires notices. Such
required third party software notices will be provided by
Company (and as such, may be changed from time to time at
Company’s sole discretion), and are made a part of and
incorporated by reference into this Agreement.
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OCCURRING, EVEN IN THE EVENT OF THE FAULT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF
CONTRACT OR BREACH OF WARRANTY OF COMPANY OR ANY
SUPPLIER, AND EVEN IF COMPANY OR ANY SUPPLIER HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
COMPANY IS NOT RESPONSIBLE FOR A TAXING AUTHORITY’S
OR GOVERNMENTAL AGENCIES FEES, DISALLOWANCE OF
DOUBTFUL DEDUCTIONS OR DEDUCTIONS THAT ARE NOT
SUPPORTED BY THE SUBSCRIBER WITH ADEQUATE
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11.3 Relationship. Company will be and act as an
independent contractor and not as agent or representative of
Subscriber Group in the performance of this Agreement.
11.4 Assignability. Neither party may assign its rights,
duties, or obligations under this Agreement (including by way
of merger, acquisition, sale of assets, change of control or
operation of law) without the other party’s prior written
consent, which consent will not be unreasonably withheld or
delayed, except that a party may assign this Agreement as a
result of merger, acquisition, sale of assets, change of control,
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or operation of law without the other party’s consent if (a) in the
event of actual assignment, the assignee agrees in writing to
assume and fulfill all of the assigning party’s obligations under
this Agreement, and (b) with respect to Subscriber, the
proposed successor or controlling party is not a competitor of
Company. Company may terminate this Agreement in its
discretion if Subscriber assigns this Agreement to a competitor
of Company or comes to be controlled by a competitor of
Company.
11.5 Subcontractors. Company may use a subcontractor
or other third party in carrying out its obligations under this
Agreement so long as Company remains responsible for all of
its obligations under this Agreement.
11.6 Notices. Any notice required or permitted to be given
in accordance with this Agreement will be effective if it is in
writing and sent by certified or registered mail, or overnight
courier, return receipt requested, to the appropriate party at the
address set forth on the Service Agreement Proposal and with
the appropriate postage affixed. Either party may change its
address for receipt of notice by notice to the other party in
accordance with this Section 11.6. Notices are deemed given
two business days following the date of mailing or one business
day following delivery to a courier.
11.7 Force Majeure. Neither party will be liable for, or be
considered to be in breach of or default under this Agreement
on account of, any delay or failure to perform as required by
this Agreement as a result of any cause or condition beyond its
reasonable control, so long as that party uses all commercially
reasonable efforts to avoid or remove the causes of non-
performance.
11.8 Governing Law. This Agreement will be interpreted,
construed, and enforced in all respects in accordance with the local
laws of the State of Washington California, U.S.A.,
without reference to its choice of law rules and not including
the provisions of the 1980 U.N. Convention on Contracts for
the International Sale of Goods.
11.9 Arbitration. Except for the right of either party to
apply to a court of competent jurisdiction for a temporary
restraining order, a preliminary injunction, or other equitable
relief to preserve the status quo or prevent irreparable harm,
any action arising out of or in connection with this Agreement
will be settled by binding arbitration in California, U.S.A. under
the Rules of the JAMS/End Dispute or other equivalent program
by one arbitrator appointed in accordance with such rules.
Judgment upon the award rendered by the arbitrators may be
entered in any court of competent jurisdiction. The prevailing
party will be entitled to receive from the other party its
attorneys’ fees and costs incurred in connection with any
arbitration or litigation instituted in connection with this
Agreement. Any litigation relating to this Agreement shall be
subject to the jurisdiction of the United States Court with venue
lying in California, with the losing party responsible for costs,
including without limitation, court costs and reasonable
attorneys’ fees and expenses.
11.10 Mitigation. Each party must use reasonable efforts to
mitigate the impact of any damage arising out of or related to
this Agreement.
11.1N1o Third Party Beneficiaries. There are no third-
party beneficiaries to this Agreement, including, without
limitation, Subscriber Affiliates, Permitted Third Parties and
Authorized Users.
11.12 Waiver. Any waiver of the provisions of this
Agreement or of a party’s rights or remedies under this
Agreement must be in writing to be effective. Failure, neglect,
or delay by a party to enforce the provisions of this Agreement
or its rights or remedies at any time, will not be construed as
a waiver of the party’s rights under this Agreement and will not
in any way affect the validity of the whole or any part of this
Agreement or prejudice the party’s right to take subsequent
action. Exercise or enforcement by either party of any right or
remedy under this Agreement will not preclude the
enforcement by the party of any other right or remedy under
this Agreement or that the party is entitled by law to enforce.
11.13 Severability. If any part of this Agreement is found
to be illegal, unenforceable, or invalid, the remaining portions
of this Agreement will remain in full force and effect. If any
material limitation or restriction on the use of the Service under
this Agreement is found to be illegal, unenforceable, or invalid,
Subscriber Group’s right to use the Service will immediately
terminate.
11.14 Headings. Headings are used in this Agreement for
reference only and will not be considered when interpreting
this Agreement.
11.15 Counterparts. The Service Agreement Proposal
may be executed in any number of identical counterparts,
notwithstanding that the parties have not signed the same
counterpart, with the same effect as if the parties had signed
the same document. All counterparts will be construed as and
constitute the same agreement. The Service Agreement
Proposal may also be executed and delivered by facsimile or
electronically and such execution and delivery will have the
same force and effect of an original document with original
signatures.
11.16 Updates to this Service Agreement. Company may
update this Service Agreement from time-to-time. This Service
Agreement at the time of signing the Service Agreement
Proposal will govern for the Initial Subscription Term of the
Service Agreement Proposal. However, upon renewal of this
Agreement, the then-current Service Agreement will govern for
the next renewal term.
11.17 Entire Agreement. This Agreement, including all
exhibits and schedules, is the final and complete expression of
the agreement between these parties regarding Subscriber’s use
of the Service and Documentation. This Agreement supersedes,
and the terms of this Agreement govern, all previous oral and
written communications between the parties and or their
Affiliates regarding these matters, all of which are merged into
this Agreement, including any prior Nondisclosure Agreement
between the parties or their Affiliates. If there is a conflict
between the terms of this Service Agreement and a Service
Agreement Proposal, the terms of the Service Agreement
Proposal will control. No employee, agent, or other
representative of Company has any authority to bind Company
with respect to any statement, representation, warranty, or
other expression unless the same is specifically set forth in this
Agreement. No usage of trade or other regular practice or
method of dealing between the parties will be used to modify,
interpret, supplement, or alter the terms of this Agreement. This
Agreement may be changed only by a written agreement signed
by an authorized agent of both parties. If this
INET, INC. SERVICE AGREEMENT
TERMS AND CONDITIONS
INT: SA 015:11
COB1.2.19V1 9 of 9
Agreement is translated into another language, the English
language version will control. Neither party will be bound by, and
specifically objects to, any term, condition, or other provision that
is different from or in addition to this Agreement (whether or not
it would materially alter this Agreement) that is proffered by the
other party in any acceptance, confirmation, invoice, purchase
order, receipt, correspondence, or otherwise, unless Company
specifically agrees to such provision in writing and signed by an
authorized agent of Company.
[End of Service Agreement]
IN WITNESS WHEREOF, the parties hereto by their respective duly authorized officers have executed this Agreement on the dates
noted below to be effective as of the Effective Date.
SUBSCRIBER COMPANY
BY:
NAME:
AT:
DATE:
BY:
NAME:
AT:
DATE:
pes mobile
SUBCONTRACTOR AGREEMENT
This Subcontractor Agreement (this "Agreement") is made effective as of ; 201_, by and between INET, Inc., a
corporation, with its principal place of business located at ("IPARQ") and Portable Computer Systems,
Inc., a Colorado corporation, dba PCS Mobile, with its principal place of business located at 1200 W. Mississippi Ave. Denver, CO 80223 ("Subcontractor").
WHEREAS, IPARQ may elect during the term of this Agreement to purchase particular services from Subcontractor In order to assist IPARQ in providing
certain services to its Customers; and
WHEREAS, Subcontractor desires to provide such services to IPARQ; and
WHEREAS, Subcontractor acknowledges and understands that IPARQ is committed to providing its Customers with the highest quality product and
services, and establishing and maintaining their satisfaction, and that IPARQ expects that Subcontractor will fulfill this commitment.
NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
MASTER AGREEMENT
This Agreement shall govern all Services that are undertaken by Subcontractor at the request of IPARQ. This Agreement is not a commitment by IPARQ
to give Subcontractor any work. IPARQ shall have sole discretion to establish the minimum qualifications necessary for performance of any service
rendered by Subcontractor under this Agreement. Subcontractor may not begin work until IPARQ has specifically authorized Subcontractor in writing to
do so.
For each Service, IPARQ and Subcontractor shall complete and execute a separate Statement of Work in a form substantially similar to Exhibit A. Each
executed Statement of Work is incorporated herein by this reference. IPARQ may at any time by written orders and without notice to Subcontractor
modify, change, omit or add to the Services to be performed. If any such order affects the costs of, or the time required, for performance of this
Agreement, an equitable adjustment in the subconUact price or the time for completion shall be made in writing, in the event of any conflict between
the provisions of the Statement of Work and this Agreement, this Agreement shall control.
OEFINmONS
Certain Defined Terms. For purposes of this Agreement:
"Confidential Information" means any nonpublic information disclosed by either party (the "Disclosing Party") to the other party ("Receiving Party"),
either directly or indirectly. In writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, plant
and equipment), and designates such information as being confidential or which, under the circumstances surrounding disclosure ought to be treated
as confidential by the Receiving Party. ConfidenUal Information includes, without limitation, information in tangible or Intangible form relating to
and/or Including released or unreleased Disclosing Party services or products, the marketing or promotion of any Disclosing Party service or product.
Disclosing Party's business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Except
as otherwise indicated In this Agreement, the term "Disclosing Party" also includes all Affiliates of the Disclosing Party and, except as otherwise indicat
ed, the term "Receiving Party" also includes all Affiliates of the Receiving Party. An "Affiliate" means any person, partnership, joint venture, corpora
tion or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, control, are controlled by, or
are under common control with a party. Information communicated orally shall be considered Confidential information If such information is con
firmed in writing as being Confidential information within a reasonable time after the initial disclosure
Confidential Information shall not, however, include any Information which (i) was publicly known and made generally available in the public domain
prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party
to the receiving party through no action or inaction of the Receiving Party; (iii) is already In the possession of the receiving party at the time of disclo
sure by the disclosing party as shown by the Receiving Part/s files and records immediately prior to the time of disclosure; (iv) is obtained by the Re
ceiving Party from a third party without a breach of such third party's obligations of confidentiality; (v) is independently developed or acquired by the
Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as shown by documents and other competent evidence
In the Receiving Part/s possession; or (vi) Is required by law to be disclosed by the Receiving Party, provided that the Receiving Party gives the Disclos
ing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from pub
lic disclosure.
"Customer" means those Persons receiving services from IPARQ,
"Deliverables" means any tangible or intangible item or work product to be provided to IPARQ by Subcontractor in connection with the Services.
"Intellq^tpal Property' means all Inventions (whether or not patentable). Trade Secrets, works of authorship (whether or not copyrightable),
patents, copyrights, trademarks, trade names. Ideas or concepts, or improvements, modifications or additions to any of the above.
Subcontractor Agreement 1
EXHIBIT D: PCS SOW
9May 1
"Invention" means any new discoveries, innovations, programs, machines, manufacturing methods, processes, uses, apparatuses, compositions of
matter, data or designs, or improvements modifications or additions to any of the same and is not limit^ to the definition of an invention contained in
the United States patent laws.
"Person" means any Individual, corporation, partnership; trust or other association or entity,
"Proprietary Information" means all information treated by a Person as proprietary, whether In tangible or intangible form, and whether or not it is
marked as proprietary, including without limitation Intellectual Property and other property rights, as well as ail business or technical information such
as, for example, methods of doing business, business plans, development plans, product Information, profit and loss statements and other financial
information and lists of clients, suppliers and employees.
"Statement of Work" means a Statement of Work in a form substantially similar to Exhibit A executed by the parties, which sets forth among other
things, the Services to be rendered, the Service Fees, and any Deliverables to be supplied by Subcontractor to IPARQ.
"Services" means the specific services and/or materials requested by IPARQ and provided by Subcontractor as described in the applicable Statement of
Work:
"Service Fees" means the amounts charged by Subcontractor for providing the Services as set forth in the applicable Statement of Work.
"Trade Secrets" means all concepts, ideas, formulae, patterns, devices or compilations of information used in a Person's business that may relate to the
development, production, licensing, or sale of that Person's goods or services or to the management or administration of that Person, or which other
wise give that Person a competitive advantage, and which are not publicly known without restriction and without breach of any obligation.
Other Defined Terms. If a capitalized term used in this Agreement is not defined in Section above, then that term shall have the definition ascribed to
that term elsewhere in this Agreement.
TERM
This Agreement shall be effective as of the date of this Agreement and shall remain in fuii force and effect for an initial term of twelve months, unless
sooner terminated in accordance with the Agreement; provided, however, that this Agreement shall remain in full force and effect with respect to any
Statement of Work then in effect and which is not completed at the expiration of the term of this Agreement or any renewal thereof. This Agreement
shall be automatically renewed for additional successive twelve-month terms unless either party gives the other party 60-days written notice of iU inten
tion not to renew this Agreement prior to the expiration of the initial term or any renewal term.
PAYMENT TERMS
Due Date; Late Payments. Unless otherwise set forth on a particular Statement of Work, IPARQ shall be invoiced once equipment is delivered and month
ly for all Services performed during the previous month. IPARQ agrees to invoice their client within 5 business days of receiving invoice from Subcontrac
tor. All undisputed Service Fees or other payments (including any reimbursable expenses. If any) are due within 10 business days of receipt of funds
from iParq clientis). Service Fees related to certain Services in a Statement of Work may be variable or may be adjusted if certain Services assumptions,
including project timeframes or scope of Services increase, change or are incorrect. In the event of termination of this Agreement or any Statement of
Work for any reason (other than by tPARQ for Cause), IPARQ agrees to pay all reasonable Service Fees and expenses incurred up to the effective date of
such termination. Subcontractor reserves the right to suspend service upon ten (10) days' notice to IPARQ of any material nonpayment of Service Fees.
Expenses. IPARQ shall reimburse Subcontractor for any expenses incurred by Subcontractor in connection with the performance of the Services, except
to the extent specifically provided In a Statement of Work. In the event that expenses are reimbursable, such expenses shall be Included in the invoice
and Subcontractor shall submit, upon written request, invoices, receipts, expense reports and other substantiation to support such expenses.
Taxes. Subcontractor shall pay all sates, use and or other taxes (federal, state or local) that are levied or imposed as a result Subcontractor's perfor
mance of the Services.
WARRANTIES
Subcontractor represents, warrants and covenants to IPARQ that; (a) Subcontractor has the full power and authority to enter Into and perform Its obli
gations under this Agreement; (b) Subcontractor is authorized to do business in each state in which the Services are provided under this Agreement; (c)
Subcontractor will not unreasonably interfere with any of the business operations of IPARQ or the Customer while performing the Services; (d) Subcon
tractor and Its representatives shall comply with all applicable federal, state and local laws, rules and regulations; (e) Subcontractor shall provide the
Services in a professional, skillful, and workmanlike manner consistent with this Agreement, the Statement of Work, and generally accepted industry
standards of care and competence; (f) Subcontractor will meet any speciftc performance, or completion conditions ("Completion Criteria") Identified in
the Statement of Work; (g) for each Deliverable, the above warranties will be In effect for a period of one year from the date of IPARQ acceptance of
such Deliverable; and (h) Subcontractor has the right to use all technology, programs, tods, and Intellectual Property used by Subcontractor in connec
tion with the performance of Services, and such use shall not infringe any patent, copyright, or other intellectual property right. Subcontractor further
represents, warrants, and covenants that the quality of work to be performed under this Agreement shall be of the same quality that is required of
IPARQ in the performance of IPARQ's work under applicable contract documents.
CONFIDENTIAUTY; PROPRIETARY RIGHTS.
Subcontractor Agreement 2
Confldential Information. Each party agrees to hold the other part/s Confidential Information In strictest confidence and not to copy, reproduce, sell,
assign, license, market, transfer or otherwise disclose such Information to third parties or to use such information for any purpose whatsoever, exceptto perform Its obligations under this Agreement, and to advise Its employees, agents, independent contractors and representatives of their obligations
to keep such infonmaUon confidential. Each party shall take reasonable precautions to protect the confidentiality of such information, at least as strin
gent as it takes to protect its own confidential information. Either party's Confidential Information shall not include information that: (a) at the time of
its disclosure, or thereafter, comes into the public domain (through means other than either party's breach of this Agreement); (b) was legitimately
known to the receiving party as of the time of its disclosure, (c) Is iisdependently developed by Subcontractor; or (d) Is subsequently learned from a
third party not under a confidentiality obligation to the providing party. Neither party has any rights or interests in the other part/s Confidential Infor
mation, and this Agreement does not transfer any title or ownership rights in either part/s Confidential Information. Upon written request by either
party, or upon any termination or expiration of this Agreement, all forms of each part/s Confidential Information, including, without limitation, anywritten forms, copies, electronic transmissions or media containing such Confidential information, shall be returned promptly to the other party, or, at
the providing part/s option, destroyed and entirely deleted from the receiving part/s computers.
Ownership. Unless otherwise agreed upon by the parties in writing. Subcontractor agrees that any Intellectual Properly or Deliverable which is con
ceived, created, developed, originated, fixed or reduced to practice by Subcontractor or Its agents In connection with the Services, either alone or with the
help of others, belongs to IPARQ, and Subcontractor hereby assigns all right, title and interest in such intellectual Property and Deliverables to IPARQ orits designated nominee. Subcontractor also agrees to assign to IPARQ or its designated nominee ail rights which Subcontractor may possess In any Intel
lectual Property of IPARQ, regardless of where or how created. All works of authorship which Subcontractor creates in connection with this Agreement
are intended and will be deemed "works for hire" within the copyright laws; meaning that IPARQ shall be the owner of the copyrights. Subcontractor also
agrees to execute all applications or registrations for patents and copyrights, and any other Instruments deemed necessary or helpful for IPARQ to secureand enforce its rights in any Intellectual Property or Deliverables. If Subcontractor uses its own Inventions, Trade Secrets or other Proprietary Infor
mation, it will automatically confer on IPARQ the unrestricted right to use freely all of those matters used.
Third Party Rights. Any Proprietary Rights owned by any third party (Including any Customer) shall, to such extent, be and remain the exclusive proper
ty of such third party. Subcontractor agrees not to use or disciose to IPARa or Induce or cause IPARQ to use, any Proprietary Information belonging to
any Person without the prior written consent of that Person.
Other Obligations. Subcontractor acknowledges that IPARQ from time to time may have agreements with other Persons, including Customers and
governmental entitles, which impose obligations or restrictions on IPARQ regarding Proprietary Information or regarding the confidential nature oftheir work. Subcontractor agrees to be bound by all such obligations and restrictions arwJ to take all action necessary to discharge the obligations of
IPARQ thereunder, including signing such confidentiality agreements as may be required by other Persons as a condition to IPARQ obtaining or using
Proprietary Information.
INDEMNIFICATION
Subcontractor agrees to indemnify and hold harmless IPARQ and its shareholders, members, directors, employees and agents (each, an "Indemnified
Party" and collectively, the "Indemnified Parties"), for, from and against any and all claims, actions, damages, liabilities, costs and expenses, including
reasonable attorneys' fees. Incurred by the Indemnified Parties as a result of any claim by any third party (Including the Customer) asserted against any
of the Indemnified Parties arising from or as a result of; (a) bodily Injury (including death) and damage to real property and tangible personal property
arising out of Subcontractor's personnel's performance under this Agreement; (b) any act or omission on the part of the Indemnifying Party (and/or its
employees, agents and/or any person or entity acting on Isehalf of such party) in connection with this Agreement or any Statement of Work; and (c) a
breach of the warranties set forth in this Agreement, unless the claim arises solely from the gross negligence of IPARQ. IPARQ agrees to Indemnify and
hold harmless Subcontractor aruJ its shareholders, members, directors, employees and agents (each, a "Subcontractor Indemnified Party" and collec
tively, the "Subcontractor Indemnified Parties"), for, from and against any and all claims, actions, damages, liabilities, costs and expenses. Including
reasonable attorneys' fees, incurred by the Subcontractor Indemnified Parties as a result of any claim by any third party (Including the Customer) as
serted against any of the Subcontractor Indemnified Parties arising from or as a result of; (a) bodily injury (including death) and damage to real proper
ty and tangible personal property arising out of IPARQ's personnel's performance under this Agreement; (b) any act or omission on the part of the Sub
contractor Indemnifying Party (and/or its employees, agents and/or any person or entity acting on behalf of such party) in connection with this Agree
ment or any Statement of Work; and (c) a breach of the warranties set forth In this Agreement, unless the claim arises solely from the gross negligence
of Subcontractor. The Indemnified party under the foregoing provisions shall control the response and defense of any such claims, and Indemnifying
party shall reasonably cooperate with the indemnified party in the defense of any such claims as reasonably requested by the Indemnified party, the
Indemnifying party shall not independently defend or respond to any such claim without the indemnified part/s prior written consent.
TERMINATION
Termination for Convenience. IPARQ may terminate this Agreement or any Statement of Work on written notice to Subcontractor. Otherwise, a
Statement of Work terminates when Subcontractor's obligations thereunder are fully satisfied. Subcontractor may terminate this Agreement effective
upon the termination or completion of all Statements of Work.
Termination for Cause. Either party may terminate this Agreement or any Services pursuant to a Statement of Work In effect thereto, upon a material
breach of the Agreement by the other party, if the breaching party does not cure the breach within 30 days after written notice from the non-
broaching party specifying the breach.
Duties upon Termination or Expiration. Upon termination or expiration of this Agreement for any reason. Subcontractor agrees to make available to
IPARQ all Deliverables, including work In progress (such as notes, drafts and sketches). IPARQ will pay Subcontractor for all Services and Deliverables
that IPARQ accepts. Any terms of this Agreement which by their nature extend beyond its termination shall remain in effect until fulfilled and shall
apply to the parties' respective successor and assigns.
Subcontractor Agreement 3
Remedies. Upon termination of this Agreement or any Statement of Work for nonpayment or cause, the terminating party shall have ail rights provided
by law or equity.
INDEPENDENT CONTRAaOR; PERSONNEL
Relationship. Neither party is, nor shall be considered to be, an agent, distributor, partner, joint venture or representative of the other party for any
purpose, and neither party shall have the authority to act on behalf of. or in the name of, or to bind the other party in any manner whatsoever.
Subcontractor Personnel. Subcontractor agrees to: (a) ensure that Subcontractor's personnel are adequately trained; (b) have agreements with Sub
contractor's personnel to enable Subcontractor to meet its obligations under this Agreement (c) be responsible for the supervision, control, compensa
tion, and health and safety of Subcontractor's personnel; (d) provide IPARQ with advance written notice regarding those personnel Subcontractor plans
to assign to perform work on IPARQ's or Customer's premises; (e] promptly notify IPARQ of personnel Subcontractor plans to remove; (f) ensure that all
personnel are free from any legal restrictions to work on premises in regards to criminal history documentation; and (g) inform IPARQ if Subcontractor
plans to assign a former IPARQ employee to perform under this Agreement (which assignment IPARQ reserves the right to reject). After consulting with
Subcontractor, IPARQ may request Subcontractor to assign a different employee, with like skill, training and expertise of Subcontractor to a Custom-
er(s} if IPARQ deems such employee incompetent or unacceptable at its sole and reasonable discretion.
Responsibility for Employees. Each party shall be responsible for the management, direction and control of its employees and such employees shall
not be employees of the other party. Accordingly, each party shall be responsible for all federal, state and local taxes and assessments related to its
employees, such as social security taxes, unemployment insurance and workers' compensation.
Use of Third Parties to Perform Services. Subcontractor may perform its obligations through its affiliates or through the use of subcontractors only
with the express written consent of IPARQ, provided that Subcontractor shall not be relieved of Its obligations under this Agreement if such consent is
granted.
ASSIGNMENT
No Assignment. Except as otherwise provided herein. Subcontractor shall not assign this Agreement, in whole or in part, to any third party without the
prior written consent of IPARQ. Any attempted assignment or delegation without such consent will be void and the iPARQ may immediately terminate
this Agreement for cause. Except as provided above, this Agreement shall apply to, inure to the benefit of, and be binding upon the parties hereto and
their successors and assigns.
Publicity. Neither party will publicly disdose the terms of this Agreement, including making press announcements, without the prior written consent of
the other party, except that IPARQ may disclose the existence of this Agreement and the availability of SutKontractcr's Services hereunder to the Cus
tomer.
INSURANCE
On or before the date of this Agreement, Subcontractor shall have obtained, and shall maintain during the term of this Agreement, the following com
mercially purchased policies, unless requirements on Statement of Work contradict these limits to which the greater minimum amount applies;
Workers' Compensation insurance, as prescribed by the law of the state in which Subcontractor's obligations under this Agreement are per
formed, including employer's liability insurance with a minimum limit of:
• $500,000 Each Acddent;
• $500,000 Policy Limit; and
• $500,000 Each Employee
Professional Liability insurance with limits of at least $1,000,000 for each occurrence.
Commercial General Liability insurance with combined single limits for each occurrence of at least $1,000,000.
If the use of motor vehicles is required. Commercial Automobile Liability insurance (including "hired" and "non-owned" coverage) with combined
single limit for each occurrence of at least $1,000,000 for bodily injury and properly damage.
Subcontractor agrees to: (a) name IPARQ as an additional insured on the Commercial General Liability policy; (b) provide IPARQ with a waiver of subro
gation on its Workers' Compensation policy; (c) notify IPARQ at least thirty days prior to cancellation of the foregoing policies of insurance, and (d)
provide evidence of compliance with the foregoing Insurance provisions upon written request by IPARQ.
COMPLIANCE WITH LAWS
Subcontractor agrees to comply, and assist IPARQ in complying, with all applicable: (a) Federal, State and local laws and regulations, such as those re
garding FCC Class A or s certification for Equipment and environmental protection, including Executive Order 11246 (Equal Employment Opportunity)
and the Occupational Health and Safety Act of 1970; and (b) building codes, ordinances and standards (such as those issued by utility companies and
public authorities). Upon iPARQ's request. Subcontractor agrees to provide IPARQ with appropriate equipment safety and certification documentation.
MISCELLANEOUS
No Hire. Neither party shall solicit or make offers of employment, in any capacity; either directly or indirectly, or enter into any consulting relationships
or agreements with the employees of the other party during the term of this Agreement and for a one (1) year period thereafter without the other
S u b c o n t r a c t o r A g r e e m e n t 4
party's prior written consent
Conflict of Interest. Each party agrees that it will not, while performing under this Agreement, create or permit to exist a conflict of interest which may
prove to be detrimental to the interests of the other party. Each party shall notify the other party of any potential conflict of interest, and the notified
party shall promptly evaluate and notify the other party of its decision to either continue the services performed hereunder or terminate the Agreement. Each party further agrees that, for a period of twelve (12) months immediately following termination of this Agreement, each party shall not for
any reason, either directly or Indirectly, call on, solicit, assist in the solicitation or take away any Customer of the other party identified in a Statement
of Work, or any of its affiliates.
Existing Conditions. Subcontractor shall examine the work site and notify IPARQ in writing of any conditions that may negatively affect the satisfactory
completion of work. Subcontractor shall submit this notification to IPARQ prior to commencing work.
dean Up. Subcontractor shall keep its work and storage areas cleared of debris at all times. Upon completion of the work and prior to final acceptance.
Subcontractor shall leave the premises in a broom-clean; neat and workmanlike condition.
Tools & Equipment. Subcontractor agrees to provide the appropriate tools and equipment to perform the work as described in the Statements of Work
and other attachments to this Agreement including, but not limited to, ladders, drills, hand tools and test equipment.
Force Majeure. Neither party to this Agreement shall be liable for delays or failures in performance under this Agreement (other than the payment
obligations or breach of confidentiality requirements) resulting from acts or events beyond the reasonable control of such party, including act of war,acts of God, earthquake, flood, embargo, riot, sabotage or dispute, governmental act or failure of the Internet, power failure, energy interruption or
shortages, other utility interruption, telecommunications interruption provided that the delayed party: (a) gives the other party prompt notice of such
cause; and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance.
Entire Agreement: Construction; Counterparts. This Agreement, including any Statements of Work or Exhibits, are hereby incorporated by reference
and made part of this Agreement, and further constitute the entire understanding between the parties related to this Agreement, which understanding
supersedes and merges all prior understandings and all other proposals^ tetters, agreements, oral or written. The parties further agree that there are
no other inducements, warranties, representations or agreemenu regarding the matters herein between the parties except as expressly set in this
Agreement. The term "including" as used herein shall mean "including, without limitation" and the term "includes" as used herein shall mean "in
cludes, without limitation". This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which
together shall constitute one and the same instrument and may only be amended in writing signed by both parties.
Modifications of this Agreement. This Agreement, including any Statement of Work attached hereto, may not be modified; amended or altered in any
manner except by a written agreement signed by both parties, and any attempt at oral modification shall be void and of no effect. In order to maintain
flexibility in Its relationship with Subcontractor, IPARQ may change the terms of this Agreement by giving Subcontractor IS da/s written notice. Any
such change shall not be retroactive but shall apply as of the effective date specified in the notice and only to Statements of Work that are signed on or
after the date of the notice.
No Waiver. The waiver or failure of either party to exercise any right in any respect provided for herein shall not be deemed to be a waiver of any fur
ther right hereunder.
Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without regard
to choice of law principles. The parties consent and submit to the jurisdiction and venue of the state and federal courts located in Denver, Colorado for
any dispute relating to the terms, interpretation or performance of this Agreement (other than claims for preliminary Injunctive relief or other pre
judgment remedies). Notwithstanding the foregoing, either party shall have the right to seek injunctive or pre-judgment relief in any court of compe
tent jurisdiction to prevent or enjoin the misappropriation, misuse; infringement or unauthorized disclosure of the other party's Confidential Infor
mation or Proprietary Rights. In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the
remaining provisions of this Agreement will remain in full force and effect.
Attorneys' Fees. The prevailing party will be entitled to recover, in addition to any other remedy, reimbursement for reasonable attorneys' fees, court
costs, costs of investigation, expert fees and other related expenses incurred in connection with any enforcement of rights under this Agreement in law
or in equity: including an action for declaratory relief.
Survivability. All provisions of this Agreement relating to confidentiality; non-disciosure, intellectual property, disclaimers, limitation of liability, indem
nification, payment obligations, non-solicitation and any other provisions which must survive in order to give effect to their meaning, shall survive the
termination of this Agreement.
Notices. Any notice provided pursuant to this Agreement, if specified to be in writing, shall be in writing and shall be deemed given: (i) if by facsimile,
harwJ delivery or by delivery service, upon receipt thereof; or (ii) if mailed, three days after deposit in the U.S. mail, postage prepaid. Ail notices shall be
addressed to the parties at the addresses specified below or at such other addresses as either party may in the future specify in writing to the other.
Headings. The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this
Agreement.
Subcontractor Agreement 5
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first set forth above.
Subcontractor Agreement 6
STATEMENT OF WORK
INET, Inc., ("IPARQ") hereby requests and Portable Computer Systems, Inc., dba PCS Mobile ("Subcontractor") agrees to provide the Services listed In
this Statement of Work. This Statement of Work is dated effective .and is delivered pursuant to the Subcontractor Agreement dat-
s'' (th® "Agreement") by and between IPARQ and Subcontractor. This Statement of Work shall be incorporated by reference in the Agreement
and become a part of the Agreement upon execution by both parties. Capitalized terms used herein shall have the meanings asaibed to them In the
Agreement. In the event of any conflict between the terms and conditions of this Statement of Work and the Agreement, the Agreement shall control.
CUSTOMER INFORMATION (Delete If not for specific project).
C u s t o m e r N a m e :
Contact Name:
Contact Phone, Email:
Location of Work: Please provide full address. Including zip code.
SERVICES DESCRIPTION
1. Services Objectives
[insert the Objective of the Services)
2. Services Scope
(Describe the Scope of the Services)
3. Services Approach
(Describe how the Services will be performed]
4. Assumptions and Requirements
(Fill in the assumptions and requirements]
5. Deliverables
(Describe the Deliverables here]
6. Timeframe
(Describe the approximate timeframe for Services to be performed]
7. Service Fees
(list fees and/or rates that apply to hourly work]
Subcontractor Agreement 7
EXHIBIT A
STATEMENT OF WORK
INET, Inc., ("IPARQ") hereby requests and Portable Computer Systems, Inc., dba PCS Mobile
("Subcontractor") agrees to provide the Services listed in this Statement of Work. This Statement of Work
is dated effective ___________________________________ and is delivered pursuant to the
Subcontractor Agreement dated_________ (the "Agreement") by and between IPARQ and Subcontractor.
This Statement of Work shall be incorporated by reference in the Agreement and become a part of the
Agreement upon execution by both parties. Capitalized terms used herein shall have the meanings
ascribed to them in the Agreement. In the event of any conflict between the terms and conditions of this
Statement of Work and the Agreement, the Agreement shall control.
CUSTOMER INFORMATION
Customer Name: iParq
Contact Name: Madison Huemmer
Contact Phone: 805-963-9400
Email: mhuemmer@iparq.com
End User/Location of Work: City of Bremerton, WA
SERVICES DESCRIPTION
1. Services Objectives
PCS will provide the following services:
• Installation of (1) 2-camera AutoVu Mobile License Plate (LPR) system with wheel imaging at
the mutually agreed upon location determined
• Extended warranty for each system. - OPTIONAL
• User and administrative training for up to three (3) personnel per session
• Custom i ntegration services to co nnect LPR system with any third-party hotlists
• Custom i ntegration services to connect LPR system with any third -party permit, citation
management software, and multi -space kiosks as required
• Provide b ack end software setup required for Genetec AutoVu On -Premise Server (server
hardware provided by End User )
• Annual Support Services per Mobile Assurance Summit service levels for the designated
term ordered
2. Services Scope
PCS will provide the following services:
2
• Project Management:
o PCS Mobile will provide professional project management and staff during project
deployment.
• Mobile LPR Installation:
o PCS will install the mobile AutoVu system in accordance with manufacturers
recommended installation guidelines. When specifics for installation are not available
from manufacturer, PCS will employ industry standard best practices for installation.
o The Control unit will be mounted in the recommended location within the Customer’s
vehicles. The unit will require approximately 15”x20” of mounting space.
▪ NOTE: (PCS Mobile will not be responsible for relocating equipment to make
space available)
o Cameras will be mounted in a standard configurations unless specified otherwise in
writing.
o Network interface cable will be routed from the trunk along an acceptable route into the
passenger compartment, then secured under the trim along the passenger side of the
vehicle traveling forward to interface with the installed Mobile Data Computer (MDC).
o All wiring and/or cabling will be routed through grommets when necessary and dressed
appropriately when exposed. All electrical connections will be soldered and sealed with
heat shrink when applicable.
o Power wiring will be routed according to industry standard best practices to a power
distribution unit (PDU) located in the trunk or vehicle console. Should connections not
be available at the PDU or console, the power wiring will be connected at the battery for
12V constant and ground and at the ignition harness for ignition sense.
o Installation diagrams and specifics will be provided to the Customer during the closeout
phase.
o Training will be provided upon completion of installation hardware and of the back-end
Security Center software.
o PCS Mobile provides a one year warranty for installation workmanship and labor.
• Mobile Assurance (MA) Annual Support Services:
The following services are included with PCS Mobile’s Mobile Assurance Support Services Plan:
o One year term period with automatic annual renewal (MA annual auto-renewal will
coincide with automatic annual renewal of Genetec AutoVu Managed Services (AMS).
o Help Desk – Phone, Chat or email support
o PCS Technicians will respond as quickly as possible during normal working hours. Our
Service Level Agreement (SLA) promise is:
o Initial customer contact before noon; response by end of day.
o Initial customer contact after noon; response by noon next day.
o PCS Mobile technicians are located in all four (4) US time zones to expedite
response
o PCS Mobile will initially troubleshoot the issue to determine source of problem via phone
and/or remote session.
o Should the issue be beyond the scope of PCS Mobile’s Area of Responsibility, i.e. hardware
failure, embedded software issue, etc; PCS technicians will escalate the issue and facilitate
contact with the appropriate manufacturers technical support team.
3
o For hardware failures, PCS Mobile will facilitate the Return Maintenance Authorization
(RMA) from the manufacturer and track the RMA for the Customer. Shipping costs, if
required are the customers responsibility.
o PCS Mobile will provide up to four (4) hours of dedicated configuration changes annually
regardless of complexity. The service is provided post installation when the client seeks
to make changes to their system not necessitated by failure.
o PCS Mobile will install software and firmware updates released from the applicable
product manufacturers including Genetec, computing and wireless suppliers. PCS Mobile
technicians will ensure the system is fully functional following the update, including
integrations, plug-ins on the server, updates on the cameras and the patroller vehicle. If
required, training will be provided on the update(s).
o Mobile Assurance also includes access to the PCS Mobile Service Portal.
o Trouble tickets can be initiated and tracked in the portal.
o Monthly reports of your service tickets and quarterly review upon request.
3. Services Approach
PCS Mobile utilizes a project deployment pro3cess that breaks the entire process into 4 phases:
• Planning
• Mobilizing
• Deployment
• Close Out
Planning: Work with the Client on logistics and responsibilities of the project
Mobilizing: Prepare necessary personnel and equipment for deployment
Deployment: Installation and set up of the solution in accordance with the Statement of Work (SOW).
Close out: Reconciliation of equipment, invoicing, punch lists and final acceptance of the deployment.
PCS Mobile plans for installation(s) to be completed within eight (8) weeks of the initial deployment with
a mutually agreed upon start date. Schedule is based on full availability of vehicle(s) and applicable
personnel during installation.
A Genetec Certified PCS Video/LPR Engineer will install and configure the back-end software and provide
user and administrative training following installation. Additionally, the installation plan anticipates one
(1) Field Installation Technician will be able to complete the installation and testing of mobile and fixed
equipment and software.
4. Installation Requirements
The following conditions are required for completion of the SOW:
• The customer will provide an indoor facility with electrical service and up to 1 garage bay for
the in-vehicle installation process.
• The customer will provide a fleet services (mechanic) person to be available for questions
arising from aftermarket equipment installations.
• The customer will have a representative available for vehicle acceptance upon the completion
of each install.
• The customer will provide access to an internal IT representative for data connection support.
• Prior to installation, a survey of the vehicle by fleet personnel needs to be completed to
ensure sufficient space is available in the vehicle for the equipment to be installed. Any
4
removal, adjustment or relocation of existing equipment must be completed prior to the
arrival of the PCS Field Installation team. Should this requirement not be completed, PCS will
work with the agency to make the vehicle ready for installation of the ALPR equipment.
Additional charges at a base rate of $75.00 per hour for this service with a minimum of 2 hours
plus applicable travel and expenses may be added to the invoice.
5
5. Deliverables
The following will be delivered at completion:
• One (1) complete and tested Mobile AutoVu License Plate recognition system(s) installed in the
customers designated vehicle(s).
• A completed installation of Security Center/AutoVu software on User-provided on-premise server
configured per customer’s requirements, tested and accepted.
• Training for users and administrators.
• Closeout Binder including completed acceptance forms, pre-installation checklists, change orders,
quality control checklists, recorded installation diagrams, manufacturer’s warranty information,
recommended maintenance procedures and operation instructions.
PCS Mobile’s goal in developing curriculum for the Customer is to help ensure that designated staff obtain
the skills and competencies required to successfully deploy, operate and manage an effective LPR
program.
• Training will be designed in consultation with the Customer to ensure necessary knowledge to
deliver an effective program.
• Training will be designed specifically for the parking solution being deployed.
• Training will consist of specialized instruction for mobile camera operations as well as the AutoVu
Patroller and Security Center software.
6. Anticipated Timeline
PCS Mobile will work closely with the customer to set a mutually agreeable process schedule. The
schedule following the testing and acceptance phase will follow the direction determined during initial
discussions with the Customer and the Project Kick-Off Meeting. Below is a draft outline of the overall
project schedule. This schedule is subject to change per direction and preference by the Customer during
initial project meetings;
• Executed Contract (Notice to Proceed from iParq, after iParq software go live)
• Project Kick Off Meeting Two Weeks ARO
• Begin Delivery of Product delivered to site 6 – 8 Weeks ARO
• Begin on-site implementation 8 Weeks ARO
• Mobile installation and testing completed 8 Weeks ARO
• Complete installation and testing of Security Center server 8 Weeks ARO
• Complete training on LPR System 8 Weeks ARO
• Delivery of Close-out material 10 Weeks ARO
6
7.Out of Scope Service Fees
The table below details PCS Mobile’s hourly billing rate for work which falls outside of, or in exception to
the accepted SOW and Implementation plan. Some examples of work that may meet these conditions
include:
-Vehicle(s) not being prepared for installation requiring PCS Field technicians to complete the task.
-Designated personnel not being available as agreed upon.
-Training classes scheduled but not attended or additional sessions to train staff that are unable
or fail to make scheduled training.
-IT personnel not available to facilitate required network access.
-Vehicle(s) not being available.
8.Technician Level Staff Assigned to Level Hourly Billing Rate
Field Service Representative I $65/hour
Field Service Representative II $75/hour
Field Service Representative IIII $90/hour
Video/LPR Specialist $150/hour
9.Insurance
As required
IPARQ ENFORCEMENT TECHNOLOGY COST ESTIMATECost Type Implementation PhaseCost DescriptionImplementation/TrainingYear 1 Year 2 Year 3 Grand totalAnnual Software/handheldsEnforcement Application$900.00 $900.00 $900.00 $2,700.00Annual Software/handheldsshipping Costs$244.00 $0.00 $244.00Annual Software/handheldsiParq database management support & hosting services $2,500.00 $2,500.00 $2,500.00 $7,500.00Annual Software/handheldsPermit Management System$1,400.00 $1,400.00 $1,400.00 $4,200.00Annual Software/handheldsCitation Fees based on 15500 citations annually (95 $9,226.00 $9,226.00 $9,226.00 $27,678.00Annual Software/handheldsiParq handheld units including printer leased ($125/unit/month) based on 6 Handhelds$9,000.00 $9,000.00 $9,000.00 $27,000.00Annual LPRLPR Support; 1 on‐site maintenance visit per year during $1,600.00 $1,600.00Annual Software/handheldsiParq Enforcement and Adjudication module$2,580.00 $2,580.00 $2,580.00 $7,740.00Annual Software/handheldsCredit Card Transaction fees (based on our permit payments from 2018)$0.00 $0.00Annual Software/handheldsPermit Fees (based on 5150 permits annually for 5 permit types)$4,422.00 $4,422.00 $4,422.00 $13,266.00Installation Software/handheldsData Conversion: bringing old data into new system$2,500.00 $2,500.00Installation Software/handheldsin‐state registered Owner information using LP or Vin ID $0.00 $0.00Installation Software/handheldsiParq Standard Full Setup and implementation$5,200.00 $5,200.00installation Software/handheldsiParq Enforment Software and Permit training( Per day $800.00 $800.00Installation Software/handheldsJIS Integration ($350 per hour) estimate base on 8 hours $2,800.00 $2,556.00 $5,356.00Installation Software/handheldspay by phone integration$2,000.00 $2,000.00Installation Software/handheldsDigital Pay Station Integration$3,100.00 $3,100.00Installation LPR LPR Kit 1 Camera (Mobile Price)$40,300.00 $40,300.00Installation LPRLPR shipping$150.00 $150.00Installation LPRLPR Software and Application (Flat fee per camera)$9,695.00 $9,695.00Installation LPRLPR Cost and Installation; IT backend services on site install$9,100.00 $9,100.00Installation LPRLPR Training$1,200.00 $1,200.00installation LPRLPR mobile assurance; Service or Support from PCS Mobile IT and or PCS Mobeil shop regarding Autovu LPR Software$0.00Installation LPRComputing Kit: tablet,mount, dock, power supply, antenna, external Modem$7,500.00 $7,500.00optional optional50 states registered owner info using LP or VIN DI $1650 flat fee$0.00optional LPRLPR Maintenance after warranty (year 2 & 3) Optional$4,350.00 $4,350.00 $8,700.00$84,589.00 $34,184.00 $34,378.00 $34,378.00 $187,529.00Year 1 Total $118,773.00Ongoing
PARKING ENFORCEMENT SOFTWARE
AND EQUIPMENT PURCHASE
2019 iParq, Inc. Parking Enforcement Technology Contract
2019
ACCOMPLISHMENTS
Implemented updated Parking Rates effective 1-1-2019
Added Free Parking After 5 PM
Improved Website Communications
Updated signage in the Washington Garage
Negotiated a Parking Enforcement Software and
Equipment Contract
NEW SOFTWARE &
EQUIPMENT HIGHLIGHTS
Cloud based Internet connection for our data management, handhelds, printers and our LPR
cameras
Residents are able to purchase residential street parking permits online
New Software interfaces with City GIS inventories providing the City with the ability to
visualize our Parking system data
Electronic Tire chalking for on-street timed parking enforcement
LPR Cameras allow hands-free scofflaw notices to enforcement officers
Potential to provide online special event parking permit purchases
More equitable enforcement procedures available
Able to provide timely reporting and information for effective policy development
Improved Waitlist Management
TIMELINE
Execute
Contract
5-1-2019
Software/New
Handheld
Install Phase 1
Complete by
9-30-2019
Mobile LPR
Install Phase 2
Complete by
2-28-2020
RECOMMENDATIONS
Approve iParq Parking Enforcement
Software and Equipment purchase
AGENDA BILL
CITY OF BREMERTON
CITY COUNCIL
SUBJECT: Contract Award to Hokkaido Study Session Date: April 10, 2019
Drilling, Inc. for Rehabilitation of Well 2R
Well 7 at the Anderson Creek Well Field
COUNCIL MEETING Date: April 17, 2019
Department: PW & U Engineering
Presenter: Bill Davis
Phone: (360) 473-2312
SUMMARY: The work includes all materials, equipment, supplies and services necessary to
rehabilitate Well 2R and Well 7 at the Anderson Creek Well Field. The work also includes step-rate
testing, and purchase and installation of new pumping equipment for each well. Well 2R is 275 feet
deep and in 2005 was rehabilitated to pump between 700 – 800 gpm. Well 7 is 629’ deep and in
2005 was rehabilitated to pump 340 gpm.
There were three (3) bids submitted on March 28, 2019. The low bid was incomplete and determined
to be non-responsive. The lowest responsive, responsible bidder was Hokkaido Drilling, Inc. in the
amount of $237,620 (which includes sales tax).
ATTACHMENTS: 1) Agreement; 2) Bid Tabulation; 3) Site Plan
FISCAL IMPACTS (Include Budgeted Amount): The project is included in the 2019 Water Capital
budget at $250,000.
STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation
STUDY SESSION ACTION: ☐ Consent Agenda ☐ General Business ☐ Public Hearing
RECOMMENDED MOTION: Move to award the contract for Well 2R and 7 Rehabilitation to
Hokkaido Drilling, Inc. in the amount of $237,620 (which includes sales tax); and authorize the Mayor
to finalize and execute the agreement with substantially the same terms and conditions as presented.
COUNCIL ACTION: Approve Deny Table Continue No Action
Form Updated 01/02/2018
A4
Well 2R and 7 Rehabilitation (2019) Agreement
March 2019 00521-1
AGREEMENT
SECTION 00521
THIS AGREEMENT is dated the day of in the year 2019
by and between City of Bremerton (hereinafter called OWNER) and
(hereinafter called CONTRACTOR).
OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as
follows:
ARTICLE 1. WORK.
CONTRACTOR shall complete the WORK as specified or indicated in the OWNER's Contract Documents
entitled Well 2R & 7 Rehabilitation (2019).
ARTICLE 2. CONTRACT TIMES.
Substantial Completion for the entire WORK must be achieved not later than 100 calendar days from the
date of Notice to Proceed. Final Completion and Acceptance of the Work must be achieved not later than
thirty (30) calendar days after Substantial Completion.
ARTICLE 3. LIQUIDATED DAMAGES.
OWNER and the CONTRACTOR recognize that time is of the essence of this Agreement and that the
OWNER will suffer financial loss if the WORK is not completed within the time specified in Article 2 herein,
plus any extensions thereof allowed in accordance with Article 12 of the General Conditions and
Supplementary Conditions. They also recognize the delays, expense, and difficulties involved in proving in a
legal proceeding the actual loss suffered by the OWNER if the WORK is not completed on time. Accordingly,
instead of requiring any such proof, the OWNER and the CONTRACTOR agree that as liquidated damages
for delay (but not as a penalty) the CONTRACTOR shall pay the OWNER $500 for each day that expires
after the time specified in Article 2.
ARTICLE 4. CONTRACT PRICE.
OWNER shall pay CONTRACTOR for completion of the WORK in accordance with the Contract
Documents in current funds the amount set forth in the Bid Schedule(s).
(Contractor Initials)
Well 2R and 7 Rehabilitation (2019) Agreement
March 2019 00521-2
ARTICLE 5. PAYMENT PROCEDURES.
CONTRACTOR shall submit Applications for Payment in accordance with Article 14 of the General
Conditions. Applications for Payment will be processed by ENGINEER as provided in the General
Conditions.
ARTICLE 6. CONTRACT DOCUMENTS.
The Contract Documents which comprise the entire agreement between OWNER and CONTRACTOR
concerning the WORK consist of this Agreement (Section 00521) and the following attachments to this
Agreement:
• Notice Inviting Bids
• Bidder’s Checklist (Section 00211).
• Instructions to Bidders (Section 00213).
• Bid Forms including the Bid, Bid Schedule(s), Information Required of Bidder, Bid Bond, and all
required certificates and affidavits (Section 00410).
• Performance Bond (Section 00611).
• Payment Bond (Section 00616).
• General Conditions (Section 00721).
• Supplementary Conditions (Section 00731).
• Technical Specifications as listed in the Table of Contents, including appendices.
• Drawings as listed in the List of Drawings.
• Addenda numbers to , inclusive.
• Change Orders which may be delivered or issued after Effective Date of the Agreement and are not
attached hereto.
There are no Contract Documents other than those listed in this Article 6. The Contract Documents may
only be amended by Change Order as provided in Paragraph 3.04 of the General Conditions.
ARTICLE 7. WAIVER OF IMMUNITY.
The CONTRACTOR and OWNER acknowledge and agree that they have negotiated the following in
accordance with the requirements of RCW 4.24.115 and the CONTRACTOR specifically waives his immunity
under industrial insurance under Title 51 RCW. The CONTRACTOR and OWNER acknowledge and agree
to the requirements for indemnification in the Contract. The provisions of this article shall survive the
termination or expiration of this agreement.
(Contractor Initials)
Well 2R and 7 Rehabilitation (2019) Agreement
March 2019 00521-3
ARTICLE 8. SUSPENSION OF WORK AND TERMINATION
The Contractor agrees to the right of the OWNER to suspend work or terminate this agreement as indicated
in Article 15 of Section 00721 (Standard General Conditions) and Section 00731 (Supplementary
Conditions).
ARTICLE 9. ASSIGNMENT
No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding
on another party hereto without the written consent of the party sought to be bound; and specifically but
without limitation monies that may become due and monies that are due may not be assigned without such
consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically
stated to the contrary in any written consent to an assignment, no assignment will release or discharge the
assignor from any duty or responsibility under the Contract Documents. The OWNER, in its sole discretion,
may refuse to allow the CONTRACTOR to assign any or all of its duties, rights and/or responsibilities under
the Agreement, except with regards to an assignment of funds for security purposes. In the case of an
assignment for security purposes the OWNER may condition its approval to the extent it deems necessary
to assure that there will be adequate funds to complete the WORK and to pay a subcontractors and suppliers.
OWNER and CONTRACTOR each binds itself, its partners, successors, assigns and legal representatives
to the other party hereto, its partners, successors, assigns and legal representatives in respect of all
covenants, agreements and obligations contained in the Contract Documents.
IN WITNESS WHEREOF, OWNER and CONTRACTOR have caused this Agreement to be executed the
day and year first above written.
OWNER: City of Bremerton ____ CONTRACTOR: _________________________
NAME, TITLE: ____________________________ NAME, TITLE:___________________________
[Corporate Seal]
Attest: __________________________________ Attest: ________________________________
Address for giving notice: Address for giving notice:
Approved as to form: License No._____________________________
_______________________________________
(Signature)
_______________________________________
(Title) Agent for service of process:
______________________________________
WELL 2R AND 7 REHABILITATION ( 2019)
SITE PLAN