HomeMy WebLinkAbout5982 CITY OF
BREMERTON
THE CITY OF PRIDE AND OPPORTUNITY
July 31,2023
iNet, Inc. dba Iparq
PO Box 60309
San Diego, CA 92166
Via email: nate@iparq.com
Attn: Nathaniel Ferraco
Re: 2nd Notice of Option to Extend by Subscriber
Dear Mr. Ferraco,
August 11, 2022 the City of Bremerton exercised their first(1st) option to extend this
agreement for a two (2)year renewal. And as the City would like to extend for the second year
available under this option, please consider this letter the City of Bremerton's official notice of
the exercise our option to extend the agreement from December 31, 2023 to December 31,
2024.
Please confirm receipt of this letter.
Sincerely,
No e.
Melinda Monroe
Contracts Administrator
OFFICE (360) 473-5306
melinda.monroeOci. bremerton.wa .us
cc : Mike Riley, Finance Director
Legal
Finance Department 1345 6th Street,STE 100.,Bremerton,WA 98337*Phone(360)473-53606*Fax(360)473-2330
Working for and with our residents to establish Bremerton as Puget Sound's most beautiful and livable waterfront city!
AGENDA BILL
CITY OF BREMERTON
CITY COUNCIL 5F
SUBJECT: Goods & Services Agreement
for a Parking Enforcement Technology
Contract with iNet, Inc. (dba iParq); and
authorize related Budget Amendment
Study Session Date: April 10, 2019
COUNCIL MEETING Date: Aril 17, 2019
Department: Finance
Presenter:
Phone:
Melinda Monroe _
(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 ❑x Full Presentation
STUDY SESSION ACTION: _X Consent Agenda i] General Business 7 Public Hearing
RECOMMENDED MOTION:
Move to amend the 2019 Parking Fund expenditure budget in the amount of $118,773; approve the
Parking Enforcement Technology Contract with iNet, Inc. (dba iParq); and authorize the Mayor to
finalize and execute the agreement with substantially the same terms and conditions as presented.
COUNCIL ACTION
Form Updated 01/02/2018
0 Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action
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/Deliverables/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
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Parking Enforcement Software and Equipment Goods and Services Agreement Rev. 07/2018
services, including all required licenses for Vendor's officers, agents, employees and
subcontractors.
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:
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:
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Parking Enforcement Software and Equipment Goods and Services Agreement Rev. 07/2018
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.
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 Vendor Protested Work. In spite of any Vendor 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
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Parking Enforcement Software and Equipment Goods and Services Agreement Rev. 07/2018
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
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.
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Parking Enforcement Software and Equipment Goods and Services Agreement Rev. 07/2018
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.
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 additiono-in'sured 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 prig dry insurance as respects the City and shall contain a
waiver 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
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Parking Enforcement Software and Equipment Goods and Services Agreement Rev. 07/2018
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 61h 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.
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.
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Parking Enforcement Software and Equipment Goods and Services Agreement Rev. 07/2018
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.
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 exclusively
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 mailing 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:
CITY:
Attn: DeWayne Pitts
City of Bremerton
345 6`" Street, Suite 100
Bremerton, WA 98337-1891
VENDOR:
Attn: Todd Fisher
iNet Inc. (iParq)
PO Box 60309
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
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Parking Enforcement Software and Equipment Goods and Services Agreement Rev. 07/2018
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.
CITY:
City of Bremerton
By: 1JA j2.
Print Nam ire. W, 4 -0—\e -r
Its: M o C
Date:
APPROVED AS TO FORM:
By:
ROGER X.-LUBT511
Breme on City Attorney
Page 8 of 13
iNet Inc. dba iPa
By:
Print Name: o
Its: C O
Date: X112 ,9 11 j �
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.0 ••.
Parking Enforcement Software and Equipment Goods and Services Agreement Rev. 07/2018
EXHIBIT A
STATEMENT OF WORX
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
ed (the `Agreement') by and between IPARQ and Subcontractor. This Statement of Work shaU be incorporated by reference In the Agreement
and become a part of the Agreement upon execution by bath 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 (Delete If not for specific project).
Customer Name:
Contact Name:
Contact Phone, Email:
Location of Work Please provide full address, including tip code,
SERVICES DESCRIPTION
1. Services Objectives
llnsert the Objective of the Services)
2. Services Scope
(Describe the Scope of the Services)
3. Services Approach
[Describe how the Services will be performed)
d. Assumptions and Requirements
(Fill in the assumptions and requirements)
S. Deliverables
(Oescribe 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
pcs mobile
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:
Contact Name:
Contact Phone:
Email:
End User/Location of Work:
SERVICES DESCRIPTION
1. Services Objectives
iParq
Madison Huemmer
805-963-9400
mhuemmer@iparq.com
City of Bremerton, WA
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 integration services to connect LPR system with any third -party hotlists
• Custom integration services to connect LPR system with any third -party permit, citation
management software, and multi -space kiosks as required
• Provide back 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:
• 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.
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 customerwill 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
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.
4
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
5
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
EXHIBIT A — SCOPE OF WORK/DELIVERABLES/RATE SCHEDULE
City of Bremerton — Parking Enforcement Technology
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
Unit Price
Cost
Measure
LPR Kit
Includes Purchased Mobile
I
Each
$40,300
$40,300
LPR cameras wheel image
cameras, processing unit
NAV unit, cables and
overtime software
Computing Kit
Includes ruggedized Tablet,
I
Each
$7,500
$7,500
Mount, dock, power supply,
antenna, external modem
with Vehicle as a hub option
iParq
Digital camera, scan
6
Each
$9,000
$9,000
POD/Enforcement
barcode, Samsung S8 & data
Handheld Units
connection plan, thermal
(Lease)
printer (Zebra IMZ220),
Battery, AC adapter, Otter
box and shoulder straps.
Software, Storage and Application
Item
Description
Quantity
Unit of
Unit Price
Cost
Measure
iParq Parking
Parking database
1
Annual
$2,500
$2,500
Database
management storage, security
Management
& disaster recovery solution.
Support &
Configure/manage cloud
Hosting Solution
hosting. Includes 2 GB of
Services Fee
data additional data is $20
per GB. Includes license
updates, upgrades, and
software support services.
Page 9 of 13
Parking Enforcement Software and Equipment Goods and Services Agreement Rev. 07/2018
iParq Permit
Permit Management
1
Annual
$1,400
$1,400
Management
Software solution with
Fee
System
administrative access,
Module
customization, and control.
Installation
Virtual front counter to sell
Description
Quantity
Unit of
Unit Price
Cost
parking 24/7/365.
Measure
Enforcement
Includes handheld software
1
Annual
$900
$900
Application
license update, upgrades
mapping license, Genetec
Fee
License
software support services.
Advantage
iParq will grant you the right
2 years of data. Full scope of
1
Flat Fee
$2,500
$2,500
to use the Software product
work TBD by iParq PM and
via any standard web browser
City PM during
over the World Wide Web.
implementation.
(only applies to hand-held
1T backend services, on site
1
Flat Fee
$9,100
$9,100
purchases)
installation, testing project
iParq
Online adjudication; online
1
Annual
$2,580
$2,580
Enforcement and
secure payment portal to pay
Fee
Adjudication
parking citation online.
Module
Installation
Item
Description
Quantity
Unit of
Unit Price
Cost
Measure
LPR Software and
Includes base software,
1
Flat Fee
$9,695
$9,695
Application
mapping license, Genetec
Advantage
Data Conversion
2 years of data. Full scope of
1
Flat Fee
$2,500
$2,500
work TBD by iParq PM and
City PM during
implementation.
LPR Cost for
1T backend services, on site
1
Flat Fee
$9,100
$9,100
Installation
installation, testing project
management and travel costs
CodeSmart
Custom Development —
1
Hourly
$350
TBD
Integration
Estimate of 16 hours for two
way integration.
Pay by Phone
Custom Development
1
Flat Fee
$2,000
$2,000
Integration
Digital Pay
Custom Development
1
Flat Fee
$3,100
$3,100
Station Integration
Page 10 of 13
Parking Enforcement Software and Equipment Goods and Services Agreement Rev. 07/2018
In -State
Direct DMV online module.
1
Flat Fee
Flat Fee
$1,050
$1,050
Registered Owner
Retrieves registered owner
Implementation
& fulfillment.
Information using
information. To send notice,
Includes system
License Plate or
holds, or releases. (optional)
software testing,
VIN ID
online administer
50 States
Direct DMV online module. Retrieve
1
Flat Fee
$1,650
$1,650
Registered Owner
register owner information to send notice.
holds or releases (optional)
Information
integration.
Using License
Warranty Cost
Item
Description
Plate or Vin DI
Unit of
Unit Price
Cost
via NLETS and
LPR Support
One on-site preventative maintenance
1
Each
client ORI
$1,600
visit and during I -year warranty
Training Costs
period
Item
Description
Quantity
Unit of
Unit Price
Cost
I
Each
$2,750
Measure
Assurance
Mobile IT Specialist to work with
customer via phone, email. Remote
LPR Training
Include on-site
1
Flat
$1,200
$1,200
operator training and
Fee
resolve issues. Covers replace or
remote admin
repair of any inoperable equipment du
training
to MFG defect, normal wear and tear,
iParq Standard Full
Enforcement, bulk
I
Flat Fee
$5,200
$5,200
System Set-up and
reservations, permits,
Implementation
& fulfillment.
Includes system
software testing,
online administer
training and post
installation follow-
up. Includes LPR
integration.
Warranty Cost
Item
Description
Quantity
Unit of
Unit Price
Cost
Measure
LPR Support
One on-site preventative maintenance
1
Each
$1,600
$1,600
visit and during I -year warranty
period
LPR Mobile
Service or support that requires a PCs
I
Each
$2,750
$2,750
Assurance
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,
relacement of any out of dale
Page I 1 of 13
Parking Enforcement Software and Equipment Goods and Services Agreement Rev. 07/2018
iPermit Standard
hardware, Warranty excludes
1
Per Permit
$0.69
Permit Printing
lost/stolen hardware.
LPR
Annual support and
1
Annual
$4,350
$4,350
Maintenance
maintenance to include one
Fee
after warranty
on-site preventative
Permit
maintenance visit per year
Per
$4.95
Paid by
expiration
(optional)
Transaction
Parker
Miscellaneous Additional Costs
permit to applicant.
Item
Description
Quantity
Unit of
Unit Price
Cost
included
Measure
Over the
LPR Shipping
One-time shipping costs
1
Each
$150
TBD
Shipping Cost
Transaction
Pass through for permit
Parker
1
Per
TBD
TBD
shipping, handheld
Process is completed at
Shipment
Hang Tags,
the front office counter
shipping, and any other
Scratch offs
products ordered by
Vehicle and
No Permit Purchase required.
I
Per
$1.95
client.
Typically used for VIP Registration
and License Plate Recognition
Transaction
iPermit Design
Custom permit template
1
Per Design
$175
and Set up Fee/
design with client's
iPermit Design
personal log and picture.
Template
First 2 designs free
iPermit Standard
2.25 X 3" full color,
1
Per Permit
$0.69
Permit Printing
adhesive based,
Costs
antifraud/duplication,
repositionable parking
permit
Permit
iParq will print, generate
Per
$4.95
Paid by
Fulfillment Fee
track and mail each
Transaction
Parker
permit to applicant.
USPS first class postage
included
Over the
iParq will printer
Per
$3.95
Paid by
counter Permit
generate, track and mail
Transaction
Parker
Fulfillment
bulk permit to the client.
Fee- Bus Pass,
Process is completed at
Hang Tags,
the front office counter
Scratch offs
Vehicle and
No Permit Purchase required.
I
Per
$1.95
Owner
Typically used for VIP Registration
and License Plate Recognition
Transaction
Information
(optional)
Registration
Page 12 of 13
Parking Enforcement Software and Equipment Goods and Services Agreement Rev. 07/2018
Recurring
Recurrence intervals
Per
$0.99
Billing
transaction fee allows
Transaction
Transaction Fee
the service to bill your
customer every week,
month or year.
Daily
Daily fee for all short-
Per Permit
$0.40
Pass/Temporary
term visitor permits.
Per Day
Permit Fee
iParq Standard
iParq Standard Citation or
1
Per Rol l
$9.00
TBD
Citation Or
Notice paper. Estimate 95
Notice Paper
transaction per roll. Custom
paper is $12 per roll.
Citation
Processing fee for each
1
Per Citation
$0.50
TBD
Issuance Fee —
electronic and manual
Issued
Electronic &
citation entered into
Manual
enforcement system.
Citation
Citation payment transaction
I
Per Citation
$2.95
Paid by
Payment
fee for each payment
Transaction
Parker if
Transaction Fee
transaction processed with
Citation
— Violator Paid
enforcement system
issued
Registered
In-state DMV register
Per Lookup
$0.45
TBD
Owner Lookup
owner lookup using
(DMV &
license plate or VIN ID
NLETs)
or DMV register owner
lookup retrieval service
using out -of- state
license plate or VIN id.
(optional)
Delinquent
Delinquent notification
Per Mailing
$0.85
TBD
Notification
mailer includes US PS
Mailer
first class/emailing
citations is free.
(optional)
Custom
Customer
Per Hour
$350.00
Programming
programming/integration
beyond scope of work.
After hours/rush
$525.00/hr.
CC Transaction
Credit card processing
Per
$3.75%
TBD
Fee: American
fee — optional, not
Transaction
Express and
applicable if no cc
Discover
payment taken
Page 13 of 13
Parking Enforcement Software and Equipment Goods and Services Agreement Rev. 07/2018
CC Transaction
Credit card processing
Per
$3.25%
TBD
Fee: Visa and
fee — optional, not
Transaction
Mastercard
applicable if no cc
payment taken
Financial
NSF Checks, Chargebacks,
Per
$40.00
TBD
Services Fee
and ACH Declines
Transaction
Refund Fee
Financial services for
Per
$10.00
(billed as
electronic refund by client or
Transaction
needed)
iParq staff. Paper checks
issued by iParq staff fee is
$20 per check.
Page 14 of 13
Parking Enforcement Software and Equipment Goods and Services Agreement Rev. 07/2018
EXHIBIT B - IMPLEMENTATION SCHEDULE
IParq Implementation Checklist
Main Points of Contact:
IParq:
Project Manager: Jason Atkinson (jatkinson@iparq.com)
Client Support: Taylor Diaz (ldiaz n@iparq.com) & Tien Dang (tien@iparq.com)
Sales: Madison Huemmer (mhuemmer@iparq.com)
City of Bremerton:
Permits & Enforcement: TBD
Purchasing: Melinda Monroe
Action Item
Oay/Date Due'
Responsibility
Slgri
Overview - How Long Will Your Implementation Take?
Contract Signing and Pricing Approval
TBD
Sales
Introduction Meeting
0
Days After Contract Is
Signed
Sales
Kirk off Meeting
0
Days Atter Contract Is
Signed
Operations/Client/Sales
Discuss Milestones
Provide Work PlaNlmplemenlation (Revised)
10
Days Attor 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
OperalionslCaenl
Setup - Client Responslbllidas ("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 - IParglCllent Training
Aging Actions
DiscusWCreale Aging Actions
20 Days
OperationslClient
Appeal
REQUIRED: add block appeal event if appeal option is turned on
Settings
Discuss/Create Appeal Settings
Operation s/Cliont
20 Days
Operations7Client
Parking Enforcement Software and Equipment Goods and Services Agreement Rev. 07/2018
Parking Enforcement Software and Equipment Goods and Services Agreement Rev. 07/2018
Discuss physical letter fulfillment
20 Days
Operations/Client
Required contact types (email, phone, address)
Bulletins
IDiscuss Bulletins
Extra Fields
Discuss/Create Extra Fields
20 Days
Operations/Client
20 Days
Operalions/Cfient
20 Days
Operations/Client
Assign extra fields to permit prequalification
20 Days
Operations/Client
Handhold
Training on editing extra field data in customer account
Settings
Set General Print Settings
20 Days
Operations/Client
20 Days
Operations/Client
Discuss/Create Field Alerts
20 Days
Operations/Chenl
Institution
Discuss/Create Quick Notes
Info
Set general institution settings including the Stale
20 Days
Operations/Client
10 Days
Operations/Client
Mailboxes
Time zone setting
Discuss/create mailboxes
10 Days
Operations/Client
20 Days
Oporations/Caient
Mail Routing
20 Days
OperationslClient
Enableldisable spam protection
Payment Types
AVS Requirement
20 Days
Operations/Client
20 Days
Operations/CGen1
Account Balanco
20 Days
Operations/Client
American Express
20 Days
Operations/Client
Cash
20 Days
Operations/Client
Check
20 Days
OporationslClient
Discover
20 Days
Operations/Client
Electronic Check
20 Days
Operations/Client
Mastercard
20 Days
Operations/Client
Visa
20 Days
Operations/Client
PDF
Custom Payment Types
Templates
Discuss PDF Templates
20 Days
Operations/Client
20 Days
Operations/Client
Parking Enforcement Software and Equipment Goods and Services Agreement Rev. 07/2018
Penally
Provide Word Document/PDF Backgrounds
Settings
Discuss/Create Penalty Settings
20 Days
Client
20 Days
Operations/Client
Collections Transfer Settings
20 Days
Operations/Client
Permit
DMV Requester Codes (if necessary)
Types
Discuss Prequa!ification Usts
20 Days
OperationslClient
20 Days
Client Services
Annual Pem9ts
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
CAenl Services
Residential Permits
20 Days
Client Services
- Locations/Addresses
20 Days
Client Services
- Permits per address
20 Days
Client Services
Waiflists
20 Days
Client Services
Public
Prequalification List Import Setup (FTP Process)
Wobsito
Custom Domain Name/Redirect
30 Days
Operations/Dev
10 Days
Operations
- Recaptcha for custom domain name
20 Days
Operations
Terms and Conditions
20 Days
Client Services
Virtual Front Counter DesignIBranding
10 Days
Operations
Discuss/Sotup specific ecommerco behavior
20 Days
Operations
Authorize.nel Merchant Seal
Rocurring Billing
Payment Failure Fee
Scofflaw Settings
Discuss/Create Total Cites Scofflaw
20 Days
iParq Accounting
20 Days
Operalions/Client
20 Days
OperationslCiient
Discuss/Create Open Cites Scofflaw
20 Days
Operations/Client
Discuss/Creato Warning Cites Scofflaw
20 Days
Operations/Client
Discuss/Create Old Cites Scofflaw
Scheduled Reports
20 Days
Operations/Client
Parking Enforcement Software and Equipment Goods and Services Agreement Rev. 07/2018
Renewals
Discuss report scheduling
DiscusslSetup of Physical Letters
20 Days
Operations/Client
20 Days
Operations/Client
Discuss/Setup of Emails
Shipping Types
Setup or shipping fees
Upload Logo
Discuss and upload institution logo
20 Days
Operations/Client
20 Days
Operations/Client
10 Days
OperationslClient
Additional Setup Requirements
Physical Permit Design and Fulfillment 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 -coupler vs IParq fullfJlmemt)
30 Days
Client Services
Fulfillment Confirms Permits Received
30 Days
Client Services
Client Verifies First Batch of Letters Before Mailed
30 Days
Client Services
Reports
Shipping Typos
Personal Reports
20 Days
Client Services
20 Days
Operations
- Tra:n on ad-hoc reporting
20 Days
Operations
Scheduled Reports
Hardware
Provide Handhelds/Printers
20 Days
Operations
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 MobElelGenotec (Phase 2)
120-180 Days
Operations
Custom Development
90 Days
Operations
Citation system integration with Washington Stale 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
Parking Enforcement Software and Equipment Goods and Services Agreement Rev. 07/2018
Send fust transition email without details (Optional)
60 Days
Client
Send second transition ernail with dolails (Optional)
80 Days
Operations
Final Overview of System with Client
Phase 2 (LPR): Final GO LIVE =
7
g0 Days
7180DaysPost
OperationsfClient Services/Client
Implementation Meeting
Salesloperation.Xiioni
Post Implementation Follow tip Contact
TBD
Saios/Operallons/Cliew
'All llmeiinos provided assume prompt response from client. Delays in response may resuft in timeline changes.
'If listed in "Days* formal. represents days after contract signing
Parking Enforcement Software and Equipment Goods and Services Agreement Rev. 07/2018
EXHIBIT C: TERMS AND CONDITIONS
INET, INC. SERVICE AGREEMENT ip.,rg
TERMS AND CONDITIONS
This Service Agreement Terms and Conditions (hereinafter
disclosed before or after the Effective Date. "Confidential
"Agreement"), made as of this_lst day of May 2019 (the
Information" excludes information that (a) was publicly known and
"Effective Date"), between the City of Bremerton Washington
made generally available In the public domain prior to the time of
(City of Bremerton), a municipality (hereinafter "Subscriber")
p
disclosure by the Disclosing Party; (b) becomes publicly known and
having a principle place of business at 345 6th
place
made generally available after disclosure by the Disclosing Party to
Street, Suite 100, Bremerton, WA 98337
the Receiving Party through no action or inaction of the Receiving
(hereinafter "Subscriber's Office") and INet, Inc., DBA
Party; (c) Is already In the possession of the Receiving Party at the
iParq, a Delaware corporation (hereinafter "Company")
time of disclosure by the Disclosing Party, as shown by the
having a principle place of business located at 4240 W.
Receiving Party's files and records; (d) Is obtained by the Receiving
Flamingo Rd #201 Las Vegas NV 89103 (hereinafter
Party from a third party without a breach of the third party's
"Company's Office").
obligations of confidentiality; or (e) is independently developed by
the Receiving Party without use of or reference to the Disclosing
WHEREAS, Subscriber requests Company to provide
Party's Confidential Information, as shown by documents and other
certain services and may request Company to perform
competent evidence in the Receiving Party's possession. The City of
additional services In the future and Company is willing to
Bremerton has contracted a third party (Imperial Parking ImPark)
provide such services; and
to conduct any and all enforcement services. iParq assumes no
responsibility and is indemnified from any actions as a result of the
WHEREAS, Company and Subscriber desire to enter into
enforcement process, including actions by City of Bremerton staff
an agreement that will define the respective rights and duties
and affiliates, as well as, ImPark staff and affiliates.
Cob
as to all services to be provided;
In addition, 1m and it's affiliates are granted no permission to
access any part of of portions of the iParq system, with the exception
WHEREAS, the purpose of this Agreement is to state the terms
of data provided as defined in the implementation (the "Project").
and conditions under which Company will provide
a
Any unauthorized access will be deemed as a breach of Intellectual
iParq
services o Subscriber, its departments, subsidiaries,
Property by the City of Bremerton and ImPark which will result in
agents;
potential legal action initiated on behalf of iParq.
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-pubiic
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
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 Progosal" 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 GrQug" 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
EXHIBIT C: TERMS AND CONDITIONS
INET INC. SERVICE AGREEMENT iparqigent Parkig,
TERMS AND CONDITIONS
conditions of this Agreement, Company grants to Subscriber Group will neither alter nor remove any trademark,
Subscriber Group a limited, worldwide, non-exclusive, non- copyright notice or other proprietary rights notices that may
transferable (except as permitted in Section 11.4) license appear on any part of the Documentation or any Computer
during the term of this Agreement to use the Service over Software and will include all such notices on any copies.
the World Wide Web via a standard browser solely in Subscriber will ensure that its Affiliates, the Permitted Third
connection with its internal business operations. Parties and the Authorized Users comply with the applicable
The license of Subscriber Group to use the Service is obligations of Subscriber under this Agreement and will be
subject to the Scope Limitations and contingent upon directly responsible to Company for their conduct and any
compliance with the Scope Limitations and this breach of this Agreement by them.
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, offensiveor
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.
2.4 Comoliance 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
EXHIBIT C: TERMS AND CONDITIONS O
tp rq
INET, INC. SERVICE AGREEMENT Intelligent parking,
TERMS AND CONDITIONS
Company for Technical Support Services. With respect to technical information Subscriber Group s
3.2 Data Security. The Service is currently provided from C f h T h I S
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.
ompany as part o t e ec nlca upport Seryices, 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 attomeys' 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
EXHIBIT C: TERMS AND CONDITIONS
INET INC. SERVICE AGREEMENT iparqi elligent ig.
TERMS AND CONDITIONS
pursues Company for unpaid taxes for which Subscriber is termination will survive, (d) Subscriber will provide Company
responsible under this Agreement and which were not paid by with a written certification signed by an authorized Subscriber
Subscriber to Company, Company representative certifying that all use of the Service, Computer
may invoice Subscriber and Subscriber will pay such taxes to Software and Documentation by Subscriber Group, Permitted
Third Parties and Authorized Users has been discontinued and
Company or directly to the taxing authority, plus all applicable
interest, penalties and fees. the Computer Software has been de -installed from Subscriber
Group's computer systems, and (e) Sections 5.3, 6.1, 6.3, 6.5,
S. TERM AND TERMINATION 6.6, 9,
5.1 Term. This Agreement will commence upon the 10 and 11 will survive termination. If this Agreement is
3 terminated by Company pursuant to Section 5.3 or by
Effective Date and continue for three
( ) year(s) seven Subscriber other than pursuant to Section 5.3 (i.e,, other than
(7) months through December 31. 2022 (the "Initial as a result of a material breach by Company that is not cured
Subscription Term") unless this Agreement is terminated as provided above), Subscriber will pay to Company (y)
earlier in accordance with the terms of this Agreement. Subscription Fees for the remainder of the contractual
Subscriber has option to extend this Agreement beyond the subscription term, plus (z) the amount of Professional Service
Initial Subscription Term for two (2) one (1) year term(s) upon Fees that Company would have been paid under the Service
written notice by Subscriber to Company delivered at least Agreement Proposal (based on the expected budget to
thirty (30) days prior to expiration of the Initial Subscription completion then in effect and taking into account any changes
Term. Without timely written notice to extend this Agreement previously agreed to by the parties) had this Agreement not
as described herein, any use or requested use of the Service been terminated and had the Professional Services been fully
beyond the Initial Subscription Term, or Service beyond the performed in accordance with the schedule then in effect,
scope of work defined within the Service Agreement Proposal, which amount owing will be evidenced in a final termination
will be subject to separate negotiation and agreement at invoice to be provided by Company to Subscriber. The amount
standard pricing rates in place at expiration of the Initial of Subscription Fees and Professional Service Fees specified in
Subscription Term. the foregoing termination invoice will be final and binding on
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 Oblinations. 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
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
EXHIBIT C: TERMS AND CONDITIONS
INET, INC. SERVICE AGREEMENT ipa
TERMS AND CONDITIONS
protect its own proprietary Information, but not less than Company. Feedback. Company is hereby granted a royalty -
reasonable care, to prevent the unauthorized duplication or free, fully paid-up, non-exclusive, perpetual, irrevocable,
disclosure of the Disclosing Party's Confidential Information to worldwide, non -transferable (except as permitted in Section
third parties without Disclosing Party's prior written consent. 11.4), sub -licensable license to use, copy, modify, or
Receiving Party may disclose Disclosing Party's Confidential distribute, including by incorporating into the Service, any
Information to Receiving Party's employees or agents who suggestions, enhancement requests, recommendations or
reasonably need to have access to such information to other feedback provided by Subscriber Group, a Permitted
perform Receiving Party's obligations under this Agreement, Third Party or an Authorized User relating to the operation of
and who will treat such Confidential Information under the the Service.
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
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.
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
EXHIBIT C: TERMS AND CONDITIONS INET, INC. SERVICE AGREEMENT ip
Eq
TERMS AND CONDITIONS
disclosure and obtaining all required consents from each 8.1 Defense of Infringement Claims. Company will, at
individual to transfer that Personal Information to servers its expense, either defend Subscriber Group from or settle any
associated with the Service located in the United States or claim, proceeding, or suit ("Claim") brought by a third party
elsewhere. against Subscriber Group alleging that its use of the Service
7.3 Third Party Products. Any third -party products that infringes or misappropriates any patent, copyright, trade
are provided by Company In connection with the Service or secret, trademark, or other intellectual property right if: (a)
Professional Services are provided pursuant to the terms of the Subscriber gives Company prompt written notice of the Claim;
applicable third -party agreement as provided by Company to (b) Subscriber Group grants Company full and complete
Subscriber, and Subscriber Group's use of any such third party control over the defense and settlement of the Claim; (c)
product constitutes agreement to comply with the terms of the Subscriber Group provides assistance in connection with the
applicable third party agreement. Company assumes no defense and settlement of the Claim as Company may
responsibility for, and specifically disclaims any liability or reasonably request; and (d) Subscriber Group complies with
obligation with respect to, any third -party products. any settlement or court order made in connection with the
Claim (e.g., relating to the future use of any infringing
7.4 n:.-EXGEP-T FAR- FHC EXPRESE
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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
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.
SUBSCRIBER INDEMNIFICATION
9.1 Defense. Except to the extent a Claim arises from
INET, INC. SERVICE AGREEMENT
TERMS AND CONDITIONS
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 IN)URY, 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
OUTOF 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 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
SA 015:11
COB1.2.19V 1
DOCUMENTATION, NOR FOR RESULTING TAX, PENALTIES,
AND INTEREST RELATED TO ANY OUTSTANDING TAX OR FEES.
10.2 Car) 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.
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,
Page 7 of 10
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INET, INC. SERVICE AGREEMENT t�'te,�P�`g,,
TERMS AND CONDITIONS
or operation of law without the other party's consent if (a) in the Authorized Users.
event of actual assignment, the assignee agrees in writing to 11.12 Waiver. Any waiver of the provisions of this
assume and fulfill all of the assigning party's obligations under Agreement or of a party's rights or remedies under this
this Agreement, and (b) with respect to Subscriber, the Agreement must be in writing to be effective. Failure, neglect,
proposed successor or controlling party is not competitor of or delay by a party to enforce the provisions of this Agreemerft
Company. Company may terminate this Agreement its or its rights or remedies at any time, will not be construed as
discretion if Subscriber assigns this Agreement to a competitor a waiver of the party's rights under this Agreement and will not
of Company or comes to be controlled by a competitor of in any way affect the validity of the whole or any part of this
Company. Agreement or prejudice the party's right to take subsequent
11.5 Subcontractors. Company may use a subcontractor action. Exercise or enforcement by either party of any right or
or other third party in carrying out its obligations under this remedy under this Agreement will not preclude the
Agreement so long as Company remains responsible for all of enforcement by the party of any other right or remedy under
its obligations under this Agreement. this Agreement or that the party is entitled by law to enforce.
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,
44 construed, and enforced in all respects in accordance with the local
laws of the Stateof Washington Eali€efr++a, U.S.A.,
without reference to its choice of law rules and not including
COB the provisions of the D80 U.N. Convention on Contracts for
the International Sale of Goods.
A 11.9
��i//Pa rq
Ja�
Zoe
will be settled by binding aFbitFatien in Galifernia, U.S.," . ......
u vj.,a.a w the Ju.�
United
States Ge .-t with veique
aneluding without IimitatieR, eeuFt eests—aAd Feasenable
atterneys' 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.
11.1N10 Third Party Beneficiaries. There are no third -
party beneficiaries to this Agreement, including, without
limitation, Subscriber Affiliates, Permitted Third Parties and
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 Uodates 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
SA 015:11 Page 8 of 10 INT:
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INET, INC. L���
SERVICE AGREEMENT nlet6genl Paii
TERMS AND CONDITIONS
Agreement is translated into another language, the English specifically agrees to such provision in writing and signed by an
language version will control. Neither party will be bound by, and
authorized agent of Company.
specifically objects to, any term, condition, or other provision that
is different from or in addition to this Agreement (whether or not [End of Service Agreement]
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
SA 015:11 Page 9 of 10 INT:
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INET,f INC. SERVICE AGREEMENT
la�t��lli�;c�ni
TERMS AND CONDITIONS
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.
SUBSCRIIB.E'R. �— COMPANY
BY: �`^–"� BY:
NAME:l�ra°l w�/1G(i`�� t_l�`y NAME: 1 V lJ� �'IS ��
AT: C.re-w ex -k O^ W A AT: S!\ ME(— L(,A
DATE: S 1« 120 DATE:
SA 015:11 Page 10 of 10
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EXHIBIT D: PCS SOW
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SUBCONTRACTOR AGREEMENT
This Subcontractor Agreement (this •Agreement"I is made effective as of May 1 201 9, by and between INET, Inc., a
corporation, with Its principal place of business located at ('IPAR(") and Portable Computer Systems,
Inc., a Colorado corporation, dba PCS MoWe, with its principal place of business located at 1200 W. Mtssisslppt Ave, Denver, CO 90223 ("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 destresto provide such services to IPARCi; 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 far 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 qualdicallons 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 vmdar to Exhibit A. Each
executed Statement of Work Is Incorporated herein by Ibis 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 subcontract 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.
DEFINITIONS
Certain Defined Terms. For purposes of this Agreement:
",�gnfidentlal 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. Confidential Information Includes, without (Imitation, information In tangible or Intangible form relating to
and/or Including released or unreleased Disclosing Parry services or products, the marketing or promotion of any Disclosing Party service or product,
Disclosing Partys 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 "04closing 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 Umlted 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 Can -
firmed in writing as being Confidential Information within a reasonable time after the initial disclosure
Confidential Information shall not, however, Include any Information which (1) was publicly known and made generally available in the public domain
pilot 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; (1111 is already In the possession of the receiving party at the time of disclo-
sure by the disclosing party as shown by the Receiving Party'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 partys obligations of confidentiality; (v1 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 Partys possession; or (vij 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•
tic disclosure.
tomer' means those Persons receiving services from IPARCL
'Deliverables' means any tangible or Intangible Item or work product to be provided to IPARQ by Subcontractor In connection with the Services.
'Intellectual Proper- means all inventions (whether or not patentable), Trade Secrets, works of authorship (whether or not copyrlghtable),
patents, Copyrights, trademarks, trade names, Ideas or concepts, or Improvements. modifications or additions to any of the above.
Subcontractor Agreement
'Invention' means any now 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 limited 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 Informatlon' 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 Mutation intellectual Property and other property rights, as well as all business or technical Information such
as, for example, methods of doing business, business plans, development plains, 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 Dellverables to be supplied by Subcontractor to IPARQ.
Ices" means the specific services and/or materials requested by IPARQ and provided by Subcontractor as described in the applicable Statement of
Work:
'Service Foos' 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 at 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-
wiso 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 full force and effect for an Initial term of twelve months, unless
sooner terminated In accordance with the Agreement; provided, however, that this Agreement shag 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 successhre twelve-month terms unless either party gives the other party EO -days written notice of its Inten-
tion not to renew this Agreement prior to the expiration of the Initial term or any renewal term.
PAYMENTTERMS
Due Date; late Payments. Unless otherwise set forth on a particular Statement of Work, IPARQ shall be invoked once equipment is delivered and month•
ly for as 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 relmbursable expenses, If any) are due within 10 business days of receipt of funds
from IParq cilent(s). Service Fees related to cmtaln Services In a Statement of Work may be variable or may be adjusted H 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.
Experims. IPARQ shall reimburse Subcontractor for any expanses 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 Invoke
and Subcontractor shall submit, upon written request, invoices, recelpts, expense reports and other substantiation to support such expenses.
Taxes. Subcontractor shag pay all sales, 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 ebli-
gatlons 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 specific 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, tools, 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 applIcabie contract documents.
CONFIDENTtAUTY; PROPRIETARY RIGHTS.
Subcontractor Agreement
Confidential Information. Each party agreas to told the other party'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, except
to perform Its obligations under this Agreement, and to advise Its employees, agents, independent contractors and representatives of their obligations
to keep such Information confidential. Each party shall take reasonable precautions to protea 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 partys breach of this Agreement); (b) was tegittmately
known to the receiving party as of the time of its disclosure, (c) Is Independently developed by Subcontractor; or (d) Is subsequently learned from a
third party not under a confidentiafity obfigation to the providing party. Neither party has any rights or interests in the other partys Confidential infer-
mation, and this Agreement does not transfer any title or ownership rights In either party's Confidential Information. Upon written request by either
party, or upon any termination or expiration of this Agreement, all farms of each party's Confidential Information, Including, without limitation, any
written forms, copies, electronic uansmissions or media remaining such Confidential Information, shall be returned promptly to the other party, or, at
the providing party's option, destroyed and entirely deleted from the receiving party's computers.
Ownership. Unless otherwise agreed upon by the parties in writing, Subcontractor agrees that any Intellectual Property or Deliverable which k con -
calved, 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 Daliverabtes to IPARQ or
Its designated nominee. Subcontractor also agrees to assign to IPARQ or its designated nominee all rights wroth 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 ail applications or registrations for patents and copyrights, and any other Instruments deemed necessary or helpful for IPARQ to secure
and enforce Its rights In any Intellectual Property or Delivarables. If Subcontractor uses Its own Inventions, Trade Secrets or other Proprietary tnfor-
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 disclose to IPARQ, 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 entities, which Impose obligations or restrictions on IPARQ regarding Proprietary Information or regarding the confidential nature of
their work. Subcontractor agrees to be bound by all such obligations and restrictions and 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'Indemrlfled 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 cmisslon on the part of the Indemnifying Party (and/or its
employees, agents and/or any person or entity acting on behalf of such party) in connection with this Agreement or any Statement of Work; and (c) a
broach 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 and 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 personnels 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 parry 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 parry, the
indemnifying parry shall not independently defend or respond to any such claim without the Indemnified partys 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 terminata 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 malarial
breach of the Agreement by the other party, N the breaching party does not cure the breach within 30 days after written notice from the non -
broaching parry specifying the breach.
Duties upon Terrninatlon or Explratfon. Upon termination air 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). fPARQ 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'respactive successor and assigns.
Subcontractor Agreement
Rome dies. Upon termination of this Agreement or any Statement of Work for nonpayment or cause, the terminating party shall have all rights provided
by law or equity.
INDEPENDENT CONTRACTOR; PLRSONNEL
Retatlonshlp. Neither party Is, nor shall be considered to be, an agent, distributor, partner, Joint venture or representative of the other parry lar 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 Personnei. 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; (1) 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 re*1). After consulting with
Subcontracter, IPARQ may request Subcontractor to assign a different employee, with like skiff, training and expertise of Subcontractor to a Custom-
ers) if IPARQ deems such emptoyee Incompetent or unacceptable atits We and reasonable discretion.
Responsibility for Employees. Each party shall be responsible for the management, dtrectlon and control of its employees and such employees shalt
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 w81 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 disclose 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 Subcontractor's Services hereunder to the Cus-
tomer.
INSURANCE
On at before the date of this Agreement, Subcontractor shall have obtained, and shall maintain during the term of this Agreement, the following com-
merdally 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 mWmum limit of:
• $500,000 Each Accident;
• $500,000 Polley Limit; and
• $S00,0W 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 boddy injury and properly damage.
Subcontractor agrees to: (a) name IPARQ as an additional Insured on the Commercial General Uabillty policy; (b) provide IPARQ with a waiver of subro-
gation on Its Workers' Compensation policy; (c) notify IPARQ at least thhty 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.
COMPLLANCE 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 Chau 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 utUlty companies and
pubUc 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 indlrectty, 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
Subcontractor Agreement 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 Agree-
ment. Each party further agrees that, for a period of twelve (12) months Immediately following termination of this Agraement, each party shall not for
any reason, either directly or Indirectly, call an, wNdt, 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 1PARQ 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.
Clean 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 -dean, 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 Majoure. 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 ad's 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; letters, agreements, oral or written. The parties further agree that there are
no other inducements, warranties, representations or agreements regarding the matters herein between the parties except as expressly set in this
Agreement. The term "Includinif 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 vold and of no effect. In order to maintain
flexibility In Its relationship with Subcontractor, (PARQ may change the terms of this Agreement by giving Subcontractor 15 day'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 walver of any fur-
ther right hereunder.
Governing taw; Severabillty. 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 at pre -Judgment relief In any court of compe-
tent )urlsdictlon to prevent or enjoln the misappropriation, misuse; lnfringement or unauthorized disclosure of the other party's Confidential Infor-
matlon 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. Ali provisions of this Agreement relating to confidentiality; non -disclosure, intellectual property, disclaimers, limitation of (lability, Indem-
nification, payment obligations, non•sottdtation 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,
hand delivery or by delivery service, upon receipt thereof; or (it) if maileck three days after deposit in the U.S. mall, postage prepaid. All 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 shalt not affect the meaning or Interpretation of this
Agreement.
Subcontractor Agreement
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first set forth above.
INET. Inc., a corporation
By:
Name• lV
Title:
Subcontractor Agreement
PerIblep dba PCS Mobile, a Col rado corporation7
Title:
Melinda Monroe
From: Madison Huemmer <mhuemmer@iparq.com>
Sent: Friday, December 13, 2019 1:05 PM
To: Melinda Monroe
Subject: LPR Server Change -Addenda
Attachments: 19_1213_Bermerton RFP_pricing_AutoVu_AMS_5 Year_Pymnt Trms.pdf; City of
Bremerton LPR Addenda 4 12132019.pdf
Hi Melinda,
If you would like to change servers from self-hosted to Genetec hosted here is the addenda from iParq, and the pricing
from PCS to iParq so you can see the details if desired.Two line items have changed.
1.The server line item has decreased HOWEVER Iwill point out is that the Genetec Hosted Server(Autovu Managed
Services) pricing is not locked in for 5 years like the self-hosted server option is. Genetec has the right to increase (or
decrease)this cost after year 1.
2.The Mobile Overtime LPR and Professional Services line item has increased a little to cover the new server setup
charge.
If you have questions regarding that I would like to set up a call between myself,you, and Mark from PCS Mobile to
discuss further. •✓'
An answer is needed fairly quickly so the correct items can be ordered.
Sincerely,
Madison Huemmer
EVP, Sales and Marketing
Cell (619) 884-7964
Main (805) 963-9400
www.iParq.com
Copyright iNet Inc. 2019, All rights reservedPrivacy and Confidentiality Notice:
The information contained in this electronic mail message is CONFIDENTIAL and is intended for the named
recipient(s) only. It may contain privileged and confidential information. If you are not an intended recipient, you
must not copy, forward, distribute or take action in reliance on it. If you have received this electronic mail
message in error, please notify the sender immediately.
Sent with Gmelius
1
Change Order Request
.1
gninylmair.1..
City of Bremerton:Change Order Request/Addenda 3 �
ii-
Prepared for: Melinda Monroe tra Wi1,1 t;
Date Delivered: 09/13/2019 _t .
Sales Rep: Madison Huemmer
Prepared by: INET Inc(iParq)
on
Per discussions during your implementation the following items qualify for a
change order pursuant to:
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,
Change Order Summary delivery schedule,and payment schedule,if any,that will apply to the requested NA $2,000.00
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.Any work or assurance required outside
the scope of work defined herein will be the responsibility of the client.
Custom development to allow locations to be used solely by enforcement $8,400 One
Ticket 9391 Custom Development application and ignore any other addresses in the system that are meant for $350 per Hour Time Fee
Permit Sales.
•Items listed on this proposal to be invoiced.
•iParq makes no warranties/guarantees for any processes,features,or use of data beyond the defined Scope of Work.
•Any additional requirements not included in the Scope of Work,that is identified by the client representative will be considered as a"Change Order",requiring approval of
additional Proposals for Products and Services.
•Any work or assurance required outside the scope of work defined herein will be the responsibility of the client.
•All prices exclude taxes and any other out of pocket costs incurred by iParq to deliver and or install equipment and other materials.
•The Scope of Services defined herin is based on a set price and is not divisible.
•Circumstances encountered during the performance of the engagement that warrant additional time,expense or other cost could cause us to be unable to complete the
engagement within the above estimates.Both parties will endeavor to notify the other party of any such circumstances as they are encountered.
•The above Pricing Proposal is Confidential and the sole property of INET Inc.dba iParq.It has been provided to you(the"Client")for your review only.Distribution of these
materials beyond the entity defined will be considered a breach of Confidentiality,subject to actions as defined within the executed Non-Disclosure Agreement
•Price quotes valid for sixty(60)days.All prices quoted in U.S.Dollars(USD).
----(6141----(45:2
..,........eikilt,"169 ..---
-f-ifictitt— D,,-r.e.ft„•,_ m'CL-0-6/ R L is//6//4
Signature Print Name/Title Date
--Confidential Information--Copyright 2019, INET, Inc. --All Rights Reserved 1
Melinda Monroe
From:
Sent:
To:
Cc:
Subject:
Attachments:
Hello All -
We hope you are well!
IPARQ Accounting <accounting@iparq.com>
Tuesday, November 12, 2019 12:47 PM
Melinda Monroe; Mike Riley
Taylor Diaz; Jason Atkinson; Keith Barcia; Madison Huemmer
City of Bremerton - iParq Invoice 11869 - Addenda 2
11869.pdf
Attached are your open invoice #11869 related to Contract Addenda 2. We received payment for
invoice 11738 -thank you. Once we receive payment for Addenda 2 our accounting team will notify
our Operations team.
Best,
iParq Accounting
www.iparg.com
(805) 963-9400 - Office
(888) 900-7845 - Fax
Copyright 2019, iParq/INET INC. All Rights Reserved
Privacy and Confidentiality Notice:
The information contained in this electronic mail message is CONFIDENTIAL and is intended for the named recipient(s)
only. It may contain privileged and confidential information. If you are not an intended recipient, you must not copy,
forward, distribute or take any action in reliance on it. If you have received this electronic mail message in error, please
notify the sender immediately.
1
Service Agreement Proposal
City of Bremerton:Addenda 1(LPR) 12I
Prepared for: Melinda Monroe
11� 101t.Date Delivered: 08/28/2019
Sales Rep: Madison Huemmer
Prepared by: iNET Inc(iParg)
I.LPR
1111.1 Description Unit Price Status
Mobile Overtime LPR and Professional Services PCS LPR $28,570.00 Active
Mobile Computing Package PCS LPR $5,700.00 Active
Genetec Advantage-5 Year Cost PCS LPR $7,756.00 Active
Mobile Assurance Support-5 Year Cost PCS LPR $20,275.00 Active
1 Year Return&Repair Warranty PCS LPR $0.00 Active
•Statements will be netted
•iParq makes no warranties/guarantees for any processes,features,or use of data beyond the defined Scope of Work.
•Any additional requirements not included in the Scope of Work,that is identified by the client representative will be considered as a"Change Order",requiring approval of
additional Proposals for Products and Services.
•Any work or assurance required outside the scope of work defined herein will be the responsibility of the client.
•All prices exclude taxes and any other out of pocket costs incurred by iParq to deliver and or install equipment and other materials.
•The Scope of Services defined herin is based on a set price and is not divisible.
•Circumstances encountered during the performance of the engagement that warrant additional time,expense or other cost could cause us to be unable to complete the
engagement within the above estimates.Both parties will endeavor to notify the other party of any such circumstances as they are encountered.
•The above Pricing Proposal is Confidential and the sole property of INET Inc.dba iParq.It has been provided to you(the"Client")for your review only.Distribution of
these materials beyond the entity defined will be considered a breach of Confidentiality,subject to actions as defined within the executed Non-Disclosure Agreement.
•Price quotes valid for sixty(60)days.All prices quoted in U.S.Dollars(USD).
Signature Print Name/Title Date
--Confidential Information-- Copyright 2019, INET, Inc. --All Rights Reserved 1
Service Agreement Proposal
'
I�Fl tr-1.
City of Bremerton:Addenda 4(LPR)
Prepared for: Melinda Monroe 1 „'
Date Delivered: 12/13/2019 _' �.....+"
Sales Rep: Madison Huemmer
Prepared by: iNET Inc(iParq)
I.LPR
Mobile Overtime LPR and Professional Services PCS LPR $29,070.00 Active
Mobile Computing Package PCS LPR $5,700.00 Active
Genetec Advantage-5 Year Cost PCS I,PR $4,200.00 Active
Mobile Assurance Support-5 Year Cost PCS LPR $20,275.00 Active
1 Year Return&Repair Warranty PCS LPR $0.00 Active
•Statements will be netted
•iParq makes no warranties/guarantees for any processes,features,or use of data beyond the defined Scope of Work.
•Any additional requirements not included in the Scope of Work,that is identified by the client representative will be considered as a"Change Order",requiring approval of
additional Proposals for Products and Services.
•Any work or assurance required outside the scope of work defined herein will be the responsibility of the client.
•All prices exclude taxes and any other out of pocket costs incurred by iParq to deliver and or install equipment and other materials.
•The Scope of Services defined herin is based on a set price and is not divisible.
•Circumstances encountered during the performance of the engagement that warrant additional time,expense or other cost could cause us to be unable to complete the
engagement within the above estimates.Both parties will endeavor to notify the other party of any such circumstances as they are encountered.
•The above Pricing Proposal is Confidential and the sole property of INET Inc.dba iParq.It has been provided to you(the"Client")for your review only.Distribution of
these materials beyond the entity defined will be considered a breach of Confidentiality,subject to actions as defined within the executed Non-Disclosure Agreement.
•Price quotes valid for sixty(60)days.All prices quoted in U.S.Dollars(USD).
/14Lc/via �•Cul - J`Tinarc, SCrJ,L./J /oZ,/i •//y
Signature Print Name/Title Date
--Confidential Information--Copyright 2019, INET, Inc. --All Rights Reserved 1
Routel ®
4,Group ,...I pcs mobile
Proposed Cost Elements
Proposal: Mobile LPR On Site Server Date: 13-Dec-19
Customer: Bremerton RFP V1 Estimator: Mark Larson
PROPOSED COST ELEMENTS-SUMMARY
Cost Element Partner Cost
Mobile Overtime LPR and Professional Services $ 29,070.00
Mobile Computing Package $ 5,700.00
Hosted Server(AutoVu Managed Services)-Annual Cost $ 4,200.00
Mobile Assurance Support-5 Year Cost $ 20,275.00
Return and Repair Warranty for Year 1 Included $ -
Subtotal $ 59,245.00
LPR Equipment Costs and Services-Total $ 59,245.00
***This proposal does not account for sales tax
Payment terms for project quoted are as follows:
Unless otherwise set forth on a particular Statement of Work,IPARQ shall be invoiced once equipment is delivered and monthly for all Services performed
during the previous month.IPARQ agrees to invoice their client within 5 business days of receiving invoice from Subcontractor.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 client(s)."In this capacity,iParq
will be acting only as an agent on behalf of our clients.
Initial Cost(Includes 5 Years PCS Mobile Support) Annual Cost:$4,200.00
$59,245.00
Iparq Authorized Signature
Date
Title
Routel®
M � lis ; mobile
Proposed Cost Elements
Proposal:Mobile LPR
Customer:Bremerton RFP
Date:12/13/2019
Estimator:Mark Larson
Costs-Mobile LPR
Item Number item Item Description Quantity Unit Cost Extended Cost
AutoVu Hardware
AutoVu SharpX OVERTIME Dual base KIT
AutoVu SharpX Overtime includes main processing unit,hard
AU-K-02XSN-850 Dual Base Kit mount brackets,wiring,Built-in Navigator 1 $ 19,960.00 $ 19,960.00
Kit w/GPS,Tire Cameras,high resolution
LPR units and in-vehicle license.
Vehicle Software
AU-M-OFFLINEMAP-NA Ma in License Including data for North America-Per vehicle 1 $ 400.00 $ 400.00
pp 8 license
Professional Services
Installation of AutoVu on Mobile Computer
Assembly in each vehicle,installation of software,
MOB-VEHINSTALL Mobile Installation configuration and testing.Includes installation 1 $ 1,980.00 $ 1,980.00
and configuration of Nov unit and wheel image
cameras.
Security Center Installation of Security Center and AutoVu
VID-SERVICE Installation and Module on server or hosted environment.-This 1 $ 1,350.00 $ 1,350.00
Configuration is a remote service
Custom development for Mobile LPR Package(ex:
Zone editor,mapping,custom enforcement
VID-SERVICE AutoVu Setup rules).Up to 50 lots. Includes one Pay by Plate 1 $ 900.00 $ 900.00
Sync integration and one List Updater
configuration. **Does not include Pay by Plate
Multi Integration services
Project Management Project Management for AutoVu deployment.
VID-PM Covers mobile deployment and fixed deployment 1 $ 1,350.00 $ 1,350.00
Services
for one garage.
Training provided on site for mobile application
Patroller software and hardware. Remote
On-Site and Remote training provided for Security Center backend
VID-Training 1 $ 1,080.00 $ 1,080.00
Training software. Includes one half day of training and
provided in a"Train the Trainer"approach and
maximum of three(3)Trainees per session.
Cost of technician to provide on-site installation.
Travel Charge for On Site This is a per trip charge;if technician is required
TRAVEL_ZONE to return to site for reasons outside of PCS 1 $ 1,400.00 $ 1,400.00
Services Mobile's control,there will need to be additional
trip charges.
One Time Cost for Genetec to perform Autovu
Managed Services Setup.Includes:Initial
PS-AV-AMS-SC-NA Genetec AMS Hosted development of hosted environment,Security 1 $ 500.00 $ 500.00
Server Set Up Fee Center installation and preliminary Security
Center setup.Security Center configuration is not
included.
Shipping
Ship-US Shipping Shipping to Lower 48 States 1 $ 150.00 $ 150.00
Subtotal $ 29,070.00
LPR Equipment Costs and Services-Total $ 29,070.00
Costs-Warranty Options
Item Number item Item Description Quantity Unit Price Partner Cost
Extended Warranty Options-Mobile LPR
Extended Warranty for AU-K-OXX kit with Return
Extended Warranty for AU-and Repair coverage-1 Year initial coverage.
K-OXX kit with Return and (warranty cannot extend past 5th year after
AU-K-OXX-EWRR-1Y purchase).This includes coverage of AutoVu 1 $ - $
Repair coverage-3 Years vehicle hardware,Patroller software upgrades
additional coverage. and Benomad updates.Does not cover in-vehicle
PC.
Subtotal $ _
Extended Warranty Options Total $
Routel ®
0.,..,„k",„„ •-;),pcs mobile
Proposed Cost Elements
Proposal: Mobile LPR
Customer: Bremerton RFP
Date: 12/13/2019
Estimator: Mark Larson
Costs-Computing(mobile)
Item Number Item Item Description Quantity Unit Cost Extended Cost
Hardware
Panasonic Toughpad FZ-G1 Dual Mode Tablet.
Mobile Computing Complete Kit.Includes 3 year warranty on the
COM-PROD 1 $ 4,900.00 $ 4,900.00
Assembly tablet,Mounting Hardware(VEHICLE MAKE AND
MODEL MANDATORY AT TIME OF ORDER),
Docking Station,and Vehicle Power Adapter.
External Cradlepoint Modem 2.4/5.0 wifi,802.11
NETWORK-PROD Vehicle as a HUB Option ac,multi-carrier external modern,GPS,external 1 $ 800.00 $ 800.00
Panorama 5-1 antenna(2 cellular,2 wifi,1 gps),3
year cloud service,and hardware coverage on
Cradlepoint and Panorama antenna.
Subtotal $ 5,700.00
Hardware Costs-Total $ 5,700.00
Routel ®
0Group. :: if€ mobile
Proposed Solution
Proposal: Mobile LPR
Customer: Bremerton RFP
Date: 12/13/2019
Estimator: Mark Larson
Genetec Auto Vu Managed Services-Hosted Server
Item Number Item Item Description Quantity Unit Cost Extended Cost
AutoVu Managed Services-Hosted Server
Genetec Security Center(GSC)Base Package-
Version 5.8 which includes:1 Directory,5 Security
Desk client connections(incl.Web Client),Plan
Manager Basic,Alarm Management,Advanced
Reporting,System Partitioning,Zone Monitoring,
GSC-Base-5.8 Base Software 10 Modules Support,Email Support,Macros 1 $ - $ -
Support(actual macros sold separately),Support
for server virtualization,all supported languages.
Must purchase a SynergisTM,OmnicastTM,or
AutoVuTM base package to enable access control,
video,or LPR content respectively.
Subscription for AutoVu Managed Service 2.0.
Maximum of 1 year Hit retention(with images)
and 1 year read retention(without images).See
Subscription for AutoVu product description for limitations.Max five(5)
SCS-AV-M52.0 Managed Service concurrent Security Desk connections.Includes: 1 $ 3,600.00 $ 3,600.00
2.0. AutoVu base,Security Center mapping,List
Updater and Pay-by-Plate Single.Includes
Genetec Advantage. One Year with automatic
annual renewals.
Subscription for AutoVu Subscription for AutoVu Managed Service
SCS-AV-MS-1PATROLLER Managed Service 1 Patroller Connection-One Year with automatic 1 $ 300.00 $ 300.00
1 Patroller Connection annual renewals.
GSC-AV-MSPBPUPG- Upgrade to Pay by Plate
Pay by Plate Multi(annual cost) 1 $ 300.00 $ 300.00
MULTI-1Y Multi
Subtotal $ 4,200.00
Server Costs-Total $ 4,200.00
Routel ®
MGroup mobile
Proposed Cost Elements
Proposal: Mobile LPR
Customer: Bremerton RFP
Date: 12/13/2019
Estimator: Mark Larson
Costs-Annual Support
Item Number Item Item Description Quantity Unit Cost Extended Cost
Mobile Assurance Support
Any service or support that requires a PCS Mobile
Mobile Assurance® Mobility Specialist to work with the customer via
MOB-MAMSummit-5Y Phone,Email,Remote,and/or at the PCS Mobile 1 $ 1,125.00 $ 1,125.00
Mobility Summit
Shop to resolve issues involving the AutoVu LPR
solution. Per mobile and fixed camera system.
Any service or support that requires a PCS Mobile
IT Specialist to work with the customer via Phone,
Mobile Assurance®
MOB-SUPPORT-5Y Email,Remote,and/or at the PCS Mobile Shop to 1 $ 11,250.00 $ 11,250.00
Summit Server
resolve issues involving the AutoVu LPR software
(i.e.Security Center or Patroller)on the server.
Optional Preventative Maintenance to include
with any package.This visit includes checking and
MOB-MAPM-5Y Preventative Maintenance 1 $ 900.00 $ 900.00
re-seating all connections,mounting hardware,
testing and adjusting of hardware and software.
TRAVEL ZONE Travel Charge for On Site Travel Cost per trip for Preventative 5 $ 1,400.00 $ 7,000.00
Services Maintenance.
Subtotal $ 20,275.00
LPR Support Services-Total $ 20,275.00
iltRoutel
MOnaptilob a pc s mobile
Proposed Cost Elements
Proposal: Mobile LPR On Site Server Date: 13-Dec-19
Customer: Bremerton RFP V1 Estimator: Mark Larson
PROPOSED COST ELEMENTS-SUMMARY
Cost Element Partner Cost
Mobile Overtime LPR and Professional Services $ 29,070.00
Mobile Computing Package $ 5,700.00,.!/
Hosted Server(AutoVu Managed Services)-Annual Cost $ 4,200.00 V
Mobile Assurance Support-5 Year Cost $ 20,275.00✓
Return and Repair Warranty for Year 1 Included $ -
Subtotal $ 59,245.00 %
LPR Equipment Costs and Services-Total $ 59,245.00
***This proposal does not account for sales tax
Payment terms for project quoted are as follows:
Unless otherwise set forth on a particular Statement of Work,IPARQ shall be invoiced once equipment is delivered and monthly for all Services performed
during the previous month.IPARQ agrees to invoice their client within 5 business days of receiving invoice from Subcontractor.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 client(s)."In this capacity,iParq
will be acting only as an agent on behalf of our clients.
Initial Cost(Includes 5 Years PCS Mobile Support)
$59,245.00 J Annual Cost:$4,200.00
Iparq Authorized Signature
Date
Title
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+jGroup!S?obNe pcs mobile
Proposed Cost Elements
Proposal:Mobile LPR
Customer:Bremerton RFP
Date:12/13/2019
Estimator:Mark Larson
Costs-Mobile LPR
Item Number Item Item Description Quantity Unit Cost Extended Cost
AutoVu Hardware
/,/ AutoVu SharpX OVERTIME Dual base KIT /
AutoVu SharpX Overtime includes main processing unit,hard V -
AU-K-02XSN-850 Dual Base Kit _ mount brackets,wiring,Built-in Navigator 1 $ 19,960.00 $ 19,960.00
Kit w/GPS,Tire Cameras,high resolution
LPR units and in-vehicle license.
AU-M-OFFLINEMAP-NA Ma in License Including data for North America-Per vehicle 1 $ 400.00 $ 400.00 •
Pp 8 license
Professional Services
Installation of AutoVu on Mobile Computer
Assembly in each vehicle,installation of software, .1
MOB-VEHINSTALL Mobile Installation J' configuration and testing. Includes installation 1 $ 1,980.00 $ 1,980.00
and configuration of Nay unit and wheel image
cameras.
Security Center Installation of Security Center and AutoVu
VID-SERVICE Installation and ^—' Module on server or hosted environment.-This 1 $ 1,350.00 $ 1,350.00
Configuration is a remote service
Custom development for Mobile LPR Package(ex:
Zone editor,mapping,custom enforcement
rules).Up to 50 lots. Includes one Pay by Plate
VID-SERVICE AutoVu Setup.✓ 1 $ 900.00 $ 900.00
Sync integration and one List Updater
configuration.**Does not include Pay by Plate
Multi Integration services
Project Management for AutoVu deployment. ^�
VID-PM Project Managemen Covers mobile deployment and fixed deployment 1 $ 1,350.00 $ 1,350.00
Services
for one garage.
Training provided on site for mobile application
Patroller software and hardware. Remote
On-Site and Remote- training provided for Security Center backend
VID-Training1 $ 1,080.00 $ 1,080.00
Training v/ software. Includes one half day of training and
provided in a"Train the Trainer"approach and
maximum of three(3)Trainees per session.
Cost of technician to provide on-site installation.
This is a per trip charge;if technician is required
Travel Charge for On Site
TRAVEL_ZONE /19
Services to return to site for reasons outside of PCS 1 $ 1,4 .00 $ 1,400.00
V Mobile's control,there will need to be additional
trip charges.
One Time Cost for Genetec to perform Autovu
Managed Services Setup.Includes:Initial
Genetec AMS Hosted j development of hosted environment,Security
PS-AV-AMS-SC-NA 1 $ 500.00 $ 500.00
Server Set Up Fee .1 Center installation and preliminary Security
Center setup.Security Center configuration is not
included.
Ship-US Shipping Shipping to Lower 48 States 1 $ 150.00 $ 150.00
Subtotal $ 29,070.00
LPR Equipment Costs and Services-Total $ 29,070.00
Costs-Warranty Options
Item Number Item Item Description Quantity Unit Price Partner Cost
Extended Warranty Options-Mobile LPR
Extended Warranty for AU-K-OXX kit with Return /
Extended Warranty for AU-and Repair coverage-1 Year initial coverage.
(warranty cannot extend past 5th year after
K-OXX kit with Return and
AU-K-OXX-EWRR-1Y purchase).This includes coverage of AutoVu 1 $ - $
Repair coverage-3 Years vehicle hardware,Patroller software upgrades
additional coverage. and Benomad updates.Does not cover in-vehicle
PC.
Subtotal $Extended Warranty Options Total $
1 Route1 ®
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0104,Mobile pcs mobile
Proposed Cost Elements
Proposal: Mobile LPR
Customer: Bremerton RFP
Date: 12/13/2019
Estimator: Mark Larson
Costs-Computing(mobile)
Item Number Item Item Description Quantity Unit Cost Extended Cost
Hardware
Panasonic Toughpad FZ-G1 Dual Mode Tablet.
Mobile Computing Complete Kit.Includes 3 year warranty on the
COM-PROD 1 $ 4,900.00 $ 4,900.00
Assembly tablet,Mounting Hardware(VEHICLE MAKE AND
MODEL MANDATORY AT TIME OF ORDER),
Docking Station,and Vehicle Power Adapter.
External Cradlepoint Modem 2.4/5.0 wifi,802.11
ac,multi-carrier external modem,GPS,external
NETWORK-PROD Vehicle as a HUB Option 1 $ 800.00 $ 800.00
Panorama 5-1 antenna(2 cellular,2 wifi,1 gps),3
year cloud service,and hardware coverage on
Cradlepoint and Panorama antenna.
Subtotal $ 5,700.00
Hardware Costs-total $ 5,700.00
.,i. Routel
Route1 ®
mobile
Proposed Solution
Proposal: Mobile LPR
Customer: Bremerton RFP
Date: 12/13/2019
Estimator: Mark Larson
Genetec Auto Vu Managed Services-Hosted Server
Item Number Item Item Oeseripaon Quantity Unit Cost Extended Cost
AutoVu Managed Services-Hosted Server
Genetec Security Center(GSC)Base Package-
Version 5.8 which includes:1 Directory,5 Security
Desk client connections(incl.Web Client),Plan 1
Manager Basic,Alarm Management,Ad,vv/ancel
Reporting,System PartitioninggZone Mbr)itoring, ,/
GSC-Base-5.8 Base Software 10 Modules Support,Email Support,Mac os 1 $ - $ -
/ Support(actual macros sold separately),Suplcort
for server virtualizption,all supporte,languages.
si Must purchase a SynergisTM,OmnicastTM,or
AutoVuTM base package to enable access control,
video,or LPR content respectively.
r
Subscription for AutoVu Managed Service 2.0!•1
Maximum of 1 year H iention(with images)
and 1 year read retention(without images).See
Subscription for AutoVu product descrition r limitations Max,five. -
SCS-AV-MS2.0 Managed Service concurrent Security Desk connections.Includes: 1 $ 3,600.00 $ 3,600.00
2.0. - AutoVu base,Security Center mapping,List- - i
Updater and Pay-by-Plate Single.Includes
Genetec Advantage. One Year with automatic 1 ;;- '-�
t
annual renewals.
Subscription for AutoVu Subscription for AutoVu Managed Service ✓ ,/ )
SCS-AV-MS-1PATROLLER Managed Service 1 Patroller Connection-One Year with automatic 1 $ 300.00 $ 300.00 Nl,�v-
1 Patroller Connection annual renewals.
GSC-AV-MSPBPUPG- Upgrade to Pay by Plante Pay by Plate Multi(annual cost) >' 1 $ 300.00 �$ 300.00
MULTI-1Y Multi .‘,/
Subtotal $ 4,200.00
Server Costs-Total $ 4,200.00
4..
Routel ®
Mlinwrplile p mobile
Proposed Cost Elements
Proposal: Mobile LPR
Customer: Bremerton RFP
Date: 12/13/2019
Estimator: Mark Larson
Costs-Annual Support
Item Number Item Item Description Quantity Unit Cost Extended Cost
Mobile Assurance Support
Any service or support that requires a PCS Mobile
Mobility Specialist to work with the customer via
MOB-MAMSummit-5Y Mobile Assurance® Phone,Email,Remote,and/or at the PCS Mobile 1 $ 1,125.00 $ 1,125.00
Mobility Summit
Shop to resolve issues involving the AutoVu LPR
solution. Per mobile and fixed camera system.
✓f
Any service or support that requires a PCS Mobile
IT Specialist to work with the customer via Phone,
MOB-SUPPORT-5Y Mobile Assurance® Email,Remote,and/or at the PCS Mobile Shop to 1 $ 11,250.00 $ 11,250.00 ,
Summit Server
9 resolve issues involving the AutoVu LPR software
(i.e.Security Center or Patroller)on the server.
Optional Preventative Maintenance to include
with any package.This visit includes checking and
MOB-MAPM-5Y Preventative Maintenance 1 $ 900.00 $ 900.00
re-seating all connections,mounting hardware,
V testing and adjusting of hardware and software. ,✓
TRAVEL ZONE
�_-.i
Travel Charge for On SitQ Travel Cost per trip for Preventative ( 5\$1,400.00 $ 7,000.00 U/
Services VMaintenance.
Subtotal $ 20,275.00
LPR Support Services-Total S 20,275.00
..,, Route1 ®
NlGvfoltgiM Ne pc s mobile
Terms of Sale
Please read these Terms of Sale(the"Terms of Sale)carefully.The submittal of any purchase order by the customer("Buyer"),
referred to in the attached quote,to Portable Computer Systems,Inc.,dba:PCS Mobile("PCS"or"Seller")indicates acceptance
of these terms and conditions.Except where indicated otherwise,these terms and conditions shall supersede any subsequent
terms or conditions Included with any purchase order.PCS reserves the right to make changes to these terms and conditions
at any time.In the event that there is any conflict or inconsistency between these Terms of Sale and any other terms of sale or
use that appear on the PCS website(the"Website Terms"),these Terms of Sale will govern.
1.Acceptance of Order
Buyer's placement of an order does not necessarily ensure that we will accept the Buyer's order.We reserve the right to
refuse any order in our sole discretion.In addition,before accepting Buyer's order,we may require additional information if
Buyer has not provided all of the information required by Seller to complete Buyer's order.Once a properly completed order is
received,authorization of Buyers form of payment is received and we have accepted Buyer's order,we will promptly place
Buyers order in line for shipment.
Once an order has been accepted by PCS,it cannot typically be cancelled.If an order cancellation request is received
and accepted by PCS prior to product shipment,a 15%cancellation fee will apply.
2.Pricing and Availability
All prices for products(and the associated costs of shipping and tax)are shown in U.S.dollars.All items are subject to
availability and we reserve the right to impose quantity limits on any order,to reject all or part of an order,and to discontinue
products without notice,even If Buyer has already placed an order.All prices are subject to change without notice,and Buyer
agrees that taxes may be adjusted from the amount shown on this quote.Several factors may cause this,such as variances
between processor programs and changes in tax rates.
3.Payment Terms
Buyer shall provide all financial information reasonably requested by PCS from time to time for the purpose of establishing or
continuing Buyer's credit limit.Buyer agrees that PCS shall have the right to decline or extend credit to Buyer and to require
that the applicable purchase price be paid prior to shipment.PCS shall have the right from time to time,without notice,to
change or revoke Buyers credit limit on the basis of changes in PCS's credit policies or Buyer's financial condition and/or
payment record.
If credit terms are not available to the Buyer,pre-payment may be made by ACH(EFT),Wire Transfer or company check(7—10
days to clear).PCS currently accepts Visa,MasterCard,American Express and Discover as forms of credit card payment.By
submitting Buyer's order and selecting to use a credit card as a form of payment,Buyer represents and warrants that Buyer is
authorized to use the designated credit card and authorizes Seller to charge Buyers order(including taxes,shipping and
handling)to that card.If the card cannot be verified,is invalid,or is otherwise not acceptable,Buyer's order may be suspended
or cancelled automatically.All credit card orders are subject to a 4%service charge.PCS further reserves the right,in its sole
discretion,to request partial payment from Buyer,prior to processing Buyer's order.
Buyer shall not deduct any amounts from any PCS invoice without PCS's express written approval,which approval shall be
contingent upon Buyer providing all supporting documentation for such deduction as required by PCS.Any authorized
deductions for returned Products must include Buyer's customer tracking number and PCS's Return Merchandise Authorization
("RMA")number.Deductions received by PCS without advance notice will be denied.
If Buyer fails to make timely payment of any amount invoiced by PCS,PCS shall have the right,in addition to any and all other
rights and remedies available to PCS at law or in equity,to immediately revoke any or all credit extended,to delay or cancel
future deliveries and/or to reduce or cancel any or all quantity discounts extended to Buyer.Buyer shall pay all costs of
collection including reasonable attorneys'fees.A service charge of the greater of one and one-half percent(1 h%)per month
or the maximum amount allowed by law will be charged on all past due balances commencing on the date payment is due.
4.Shipping Terms and Policies
Delivery shall be made in accordance with Seller's shipping policy in effect on the date of shipment.Product title and risk of
loss will transfer to Buyer upon PCS tendering the Product for delivery to the carrier(F.O.B.Origin).If Buyer requests special
shipping or handling,including expedited shipment,third-party billing,or freight collect,Buyer shall be responsible filing claims
with the carrier and all freight and handling costs.Buyer shall pay for any special routing,packing,handling or insurance
requested by Buyer and agreed to by PCS.Orders shipped under special routing instructions must be separately agreed upon
and may be subject to additional charges.PCS will not be subject to requirements of non-compliance programs of Buyer,
including charges for product delays,missing/inaccurate shipping documents,labeling or product markings.
Buyer shall promptly notify Seller,no later than 30 days from invoice date,of any claimed shortages or rejection as to any
delivery,with the exception of deliveries that reveal external shipping damage,which,in some instances,must be refused
immediately upon delivery by the carrier.Such notice shall be in writing and shall be reasonably detailed stating the grounds
for any such rejection.Failure to provide any such notice within such time shall be deemed an acceptance in full of any such
delivery.Seller shall not be liable for any shipment delays that affect Seller or any of Seller's suppliers,including but not limited
to delays caused by unavailability or shortages of Products from Seller's suppliers,natural disasters,acts of war or terrorism,
acts or omissions of Buyer,fire,strike,riot,or governmental interference,unavailability or shortage of materials,labor,fuel or
power through normal commercial channels at customary and reasonable rates,failure or destruction of plant or equipment
arising from any cause whatsoever,or transportation failures.
5.Back Orders
If,for any reason,an item on Buyer's order is temporarily out of stock,PCS will endeavor to back order that item for Buyer.
Items on back order will be charged when the items are actually shipped,along with applicable taxes and shipping charges.
6.Return Policy—all sales final
All sales are final,except where otherwise agreed upon by Buyer and PCS.Should PCS,in its sole discretion,allow Buyer to
return an item,the following return policy applies for that return:
a.In order for PCS to approve any product return,the product must not be opened or damaged,and in its original
undamaged packaging.PCS will not accept"open box"returns.
b.As PCS sells specific project based manufactured and configured computers,accessories and electronic devices,
unopened box returns also may be denied.We cannot re-sell or return a computer that has been built to a
customer's specifications.
c.Any and all product returns must be approved by PCS,In PCS's sole discretion,and a Return Merchandise
Authorization("RMA")number must be issued.
d.Approved returns must be made within 30 days of the delivery date.
e.Approved returns will incur a 25%restocking fee.
f.Returns must be received within 15 days of the RMA number issuance.
g.The customer is responsible for all insurance and shipping charges associated with the return.
h.All returns must be sent via UPS,Federal Express,or any other courier that provides a tracking number and proof of
delivery.
i.If the returned product does not meet the requirements stated above,the product will be sent back to the customer
"freight collect".
j.Once PCS has approved a return,Buyer's refund will be issued within 7 days,and Buyer will receive an email
confirmation that Buyer's return is completed.Please note that,depending on Buyer's financial institution,it may
take an additional 2-10 business days for the credit to post to Buyer's account.
7.Errors
PCS attempts to be as accurate as possible.However,PCS does not warrant that all product descriptions,photographs,pricing,
or other information provided is accurate,complete,current,or error-free.In addition,all weights and size dimensions are
approximate.If a product offered by PCS is not as described or pictured,Buyer's sole remedy is to return it in an undamaged
unused condition for a refund,subject to the return policy herein.In the event of an error in an order confirmation,in
processing an order,in delivering a product,or otherwise,we reserve the right to correct such error and revise Buyer's order
accordingly,or to cancel the order and refund any amount charged.Buyer's sole remedy in the event of an error is,subject to
the return policy herein,to cancel Buyer's order and obtain a refund.
8.Disclaimer of Warranty
PCS PROVIDES NO WARRANTY TO ITS CUSTOMERS FOR ANY PRODUCTS SOLD.PCS HEREBY DISCLAIMS AND EXCLUDES ALL
WARRANTIES,EXPRESS,STATUTORY,OR IMPLIED,INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF
MERCHANTABILITY,ACCEPTABILITY,SATISFACTORY QUALITY,NON-INFRINGEMENT,TITLE,FITNESS FOR A PARTICULAR
PURPOSE,LOSS OF OR DAMAGE TO DATA,LACK OF VIRUSES OR FREE FROM VIRUS OR MALWARE ATTACK,SECURITY,
PERFORMANCE,LACK OF NEGLIGENCE,WORKMANLIKE EFFORT,QUIET ENJOYMENT,THAT THE FUNCTIONS CONTAINED IN THE
PRODUCT WILL MEET BUYER'S REQUIREMENTS,OR THAT DEFECTS IN THE PRODUCT WILL BE CORRECTED,OR THAT BUYER'S
USE OF THE PRODUCT WILL GENERATE ACCURATE,RELIABLE,TIMELY RESULTS,INFORMATION,OR DATA.NO ORAL OR
WRITTEN INFORMATION OR ADVICE GIVEN BY PCS,A DEALER,AGENT,OR AFFILIATE SHALL CREATE A WARRANTY.TO THE
EXTENT WARRANTIES CANNOT BE DISCLAIMED OR EXCLUDED,THEY ARE LIMITED TO THE DURATION OF THE RELEVANT
EXPRESS WARRANTY PERIOD.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,IN NO EVENT SHALL PCS,ITS AFFILIATES,DEALERS,AGENTS OR
SUPPLIERS OR THEIR RESPECTIVE OFFICERS,DIRECTORS,EMPLOYEES,LICENSORS AND ASSIGNS BE LIABLE FOR ANY DIRECT,
INDIRECT,EXEMPLARY,PUNITIVE,SPECIAL,INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER(INCLUDING BUT NOT
LIMITED TO DAMAGES FOR LOSS OF PROFITS OR REVENUE,FOR BUSINESS INTERRUPTION,FOR PERSONAL INJURY,FOR LOSS OF
PRIVACY,FOR LOSS OF ABILITY TO USE ANY THIRD PARTY PRODUCTS OR SERVICES,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),REGARDLESS OF THE THEORY OF LIABILITY(CONTRACT,TORT OR OTHERWISE)ARISING OUT OF OR IN ANY WAY
RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT,EVEN IF PCS OR SUCH OTHER ENTITIES HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF PCS,ITS AFFILIATES,
ASSOCIATES,DEALERS,AGENTS OR SUPPLIERS TO BUYER FOR ALL DAMAGES EXCEED THE PRICE BUYER PAID FOR THE
PRODUCT.THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT
OR CLAIM.THE FOREGOING LIMITATIONS WILL APPLY EVEN IF ANY WARRANTY OR REMEDY PROVIDED FAILS OF ITS ESSENTIAL
PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR OF LIABILITY FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES,SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO BUYER.
IF ANY TERM IS HELD TO BE ILLEGAL OR UNENFORCEABLE,THE LEGALITY OR ENFORCEABILITY OF THE REMAINING TERMS
SHALL NOT BE AFFECTED OR IMPAIRED.
9.Manufacturer's Warranty
Warranties may be available directly from select manufacturers.Manufacturer information is subject to change without notice.
Not all manufacturers for products which we sell will offer manufacturers'warranties.
10.Privacy
Please refer to the PCS Privacy Statement,available at https://PCS.com/privacy-policy,for information about how PCS collects,
uses,and discloses personal information from users of the site.
11.Dispute Resolution and Binding Arbitration
BUYER AND PCS AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY,OR TO PARTICIPATE IN A
CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM.OTHER RIGHTS THAT BUYER WOULD HAVE IF BUYER
WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
Any claim,dispute,or controversy,whether in contract,tort or otherwise,whether pre-existing,present,or future,and
including statutory,consumer protection,common law,intentional tort,injunctive,and equitable claims,between Buyer and
either PCS,its agents,employees,successors,assigns,direct and indirect subsidiaries,or any third party providing any products
or services to Buyer in connection with Buyer's purchase arising from or relating in any way to Buyer's purchase of products,
these Terms of Sale,their interpretation,or the breach,termination,or validity thereof,the relationships which result from
these Terms of Sale(including relationships with third parties who are not signatories to these Terms of Sale),PCS's
advertising,or any related purchase,shall be resolved exclusively and finally by binding arbitration.The arbitrator shall have
exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision,including
any unconscionability challenge or any other challenge that the arbitration provision of the Terms of Sale is void,voidable,or
otherwise invalid.The arbitration shall be administered by the American Arbitration Association(AAA)or JAMS(or a substitute
forum if both are unavailable).Arbitration proceedings shall be governed by this provision and the applicable procedures of
the selected arbitration administrator,including any applicable procedures for consumer-related disputes,in effect at the time
the claim is filed.Notwithstanding the foregoing,Buyer may assert claims in a small claims court if Buyer's claims qualify.The
Federal Arbitration Act and federal arbitration law apply to these Terms of Sale.
Buyer agrees to an arbitration on an individual basis.In any dispute,NEITHER BUYER NOR PCS SHALL BE ENTITLED TO JOIN OR
CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS,OR ARBITRATE OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A
CLASS REPRESENTATIVE,CLASS MEMBER,OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.If any provision of this arbitration
clause is found unenforceable,the unenforceable provision shall be severed and the remaining arbitration terms shall be
enforced(but in no case shall there be a class arbitration).
The arbitrator shall be empowered to grant whatever relief would be available in court under law or in equity.Any award of
the arbitrator(s)shall be final and binding on each of the parties and may be entered as a judgment in any court of competent
jurisdiction.Information on AAA or JAMS and their applicable rules are available at the following numbers and URLs:American
Arbitration Association,(800)778-7879,www.adr.org;JAMS,(800)352-5267,www.jamsadr.com.
12.Applicable Law and Jurisdiction
This Agreement will be governed by the substantive laws of the state of Arizona without giving effect to any choice of law
rules.The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.Buyer
is responsible for compliance with local laws,if and to the extent local laws are applicable.Both parties to this Agreement
specifically agree to submit to the exclusive jurisdiction of,and venue in,the courts in Maricopa County,Arizona in any dispute
arising out of or relating to this Agreement.
13.Export Controls
Certain PCS products may be subject to export controls imposed by the United States of America,and may not be exported or
re-exported:(a)into(or to a national or resident of)any country to which the United States of America has placed an embargo,
including without limitation,Cuba,Iran,Iraq,Libya,North Korea,Syria,Sudan,or Venezuela;(b)to everyone on the U.S.
Treasury Department's Specially Designated Nationals list,or(c)the U.S.Commerce Department's Table of Denial Orders
(collectively,the"Prohibited Countries").By purchasing any PCS product,Buyer represents and warrants that Buyer is not
located in any Prohibited Country,that Buyer is not under the control of any Prohibited Country,or that Buyer is not a national
or resident of any Prohibited Country.
14.Severability
If any provision of these Terms of use shall be deemed unlawful,void,or for any reason unenforceable,then that provision
shall be deemed severable from these Terms of Sale and shall not affect the validity and enforceability of any remaining
provisions.
Agreed to by: ,,f1
Printed N-me: Mtt 11•4-p"Yt./
SignatuA: -1
Title: l r rt S y.)," ArNxt '�Sl
Date: 12.—