HomeMy WebLinkAbout2025 Amend. 5__iParq_Bremerton_K_11222024v2_REVISEDPage 1 of 2
Contract Modification no. 5
Rev. 09/2021
CONTRACT MODIFICATION NO. 5 TO AGREEMENT NO. 5982
BETWEEN THE CITY OF BREMERTON AND INET, INC. dba iParq, inc.
DATE: January 1, 2025
THIS CONTRACT MODIFICATION AGREEMENT SPECIFICALLY AMENDS THE
AGREEMENT (the "Contract") entered into between the City of Bremerton and iNet, Inc.
dba IParq on May 14, 2019 and as modified on November 4, 2019 and on December 16th,
2019 and on August 4, 2023.
All provisions in the Contract shall remain in full force and effect except as expressly modified
by this document.
For valuable consideration and by mutual consent of the parties, the modifications to the
Contract are as follows:
Section I. Scope , is modified as follows:
See Amended Scope of Work attached as Revised Exhibit C: Terms and Conditions the original
Exhibit C is hereby deleted and replaced with the attached.
Section II. Term and Service Agreement , is modified as follows:
The Consultant shall complete the work described in this Contract Modification Agreement
December 31, 2027 as stated in Revised Exhibit C: Terms and Conditions.
Section III. Compensation .
See Amended Compensation as Exhibit A: Rate Schedule Revised.
Contractor accepts all requirements of this Contract Modification by endorsing below.
Consultant further agrees that this Contract Modification constitutes full and final
settlement of all of the Contractors claims for contract time and for all costs of any kind,
including without limitation, costs of delays related to any work either covered or affected
by this Contract Modification, claims related to on-site or home office overhead, or lost
profits. This Contract Modification does not limit the City’s right to bring a claim for past
performance.
The undersigned consultant approves the foregoing Contract Modification as to the changes,
if any, in the contract price specified for each item, including any and all supervision costs
and other miscellaneous costs relating to the change in work, and as to the extension of time
allowed, if any, for completion of the entire work due to said Contract Modification.
This document will become a supplement of the contract and all provisions will apply hereto.
It is understood that this Contract Modification shall be effective when approved by the City
of Bremerton.
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Contract Modification no. 5
Rev. 09/2021
The parties whose names appear below warrant that they are authorized to enter into a
contract modification that is binding on the parties of this contract. In addition, Contractor
warrants that it has or will inform the surety of this change, and shall take appropriate action
to modify any bonds required under the contract to address this change.
IN WITNESS WHEREOF, the parties have executed this Contract Modification on the day
and year first written above.
INET, INC dba iParq, Inc. THE CITY OF BREMERTON
By: By:
Print Name: Print Name: Greg Wheeler________
Its: Its: Mayor_____________________
Date: Date:
APPROVED AS TO FORM: ATTEST:
By: By:
KYLIE J. FINNELL, Bremerton City Attorney ANGELA HOOVER, City Clerk
NOTICES TO BE SENT TO: NOTICES TO BE SENT TO:
Todd Fisher Melinda Monroe
Iparq, dba Inet, Inc. Contracts Administrator
PO BOX 60309 City of Bremerton
SAN DIEGO, CA 92166 345 6th street, STE 1000
Bremerton, WA 98337
360-473-5306
R:\Legal\Legal\Forms\FORMS ON COBWEB\Contract Modification Rev. 09 2021.docx
Todd Fisher
CEO
12/13/2024
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REVISED EXHIBIT C: TERMS AND CONDITIONS
This Service Agreement Terms and Conditions (hereinafter “Agreement”), made as of this 1st day of January, 2025 (the
"Effective Date"), between City of Bremerton Washington (City of
Bremerton), a City of Bremerton, (hereinafter “Subscriber”)
having a principal place of business at Bremerton, WA (hereinafter "Subscriber’s Office") and INet, Inc., DBA iParq, a Delaware
corporation (hereinafter “Company”) having a principal place of
business located at 4240 W. Flamingo Rd #201 Las Vegas NV 89103 (hereinafter "Company’s Office").
WHEREAS, Subscriber requests Company to provide certain
services and may request Company to perform additional services
in the future and Company is willing to provide such services; and
WHEREAS, Company and Subscriber desire to enter into an agreement that will define the respective rights and duties as to
all services to be provided;
WHEREAS, the purpose of this Agreement is to state the terms and conditions under which Company will provide services to
Subscriber, its departments, subsidiaries, or agents;
WHEREAS, Customer agrees that the Services provided under this contract are governed by and shall at all times be subject to the
terms of this contract and Company's General Terms and
Conditions. In the event of any conflict between the Terms and Conditions and any other terms entered into between the
Subscriber and Company with respect to the subject matter
hereof, the Terms and Conditions shall control;
NOW, THEREFORE, in consideration of the covenants and
agreements contained herein, the parties agree as follows:
1. DEFINITIONS
1.1 “Affiliate” means any entity that, directly or indirectly,
controls, is controlled by or is under common control with such entity (but only for so long as such control exists), where “control”
means the ownership of more than 50% of the outstanding shares
or securities representing the right to vote in the election of
directors or other managing authority of such entity.
1.2 “Agreement” means this Service Agreement of Terms
and Conditions together with the Service Agreement Proposal, see
infra.
1.3 “Computer Software” means Company software
components to be installed on the computer systems of Subscriber
Group, infra, including, without limitation, Company Data and Company-licensed third party libraries.
1.4 “Confidential Information” means non-public business
information, know-how, and trade secrets in any form, including
information regarding a party’s product plans, terms of this Agreement, and any other information a reasonable person should
understand to be confidential, which is disclosed by or on behalf
of either party or its Affiliates (“Disclosing Party”) to the other
party or its Affiliates (“Receiving Party”), directly or indirectly, in writing, orally, or by inspection of tangible objects, including
Service features, functionality, user interfaces, documents,
prototypes, samples, and equipment, and whether such information is disclosed before or after the Effective Date.
“Confidential Information” excludes information that (a) was
publicly known and made generally available in the public domain
prior to the time of disclosure by the Disclosing Party; (b) becomes
publicly known and made generally available after disclosure by
the Disclosing Party to the Receiving Party through no action or
inaction of the Receiving Party; (c) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing
Party, as shown by the Receiving Party’s files and records; (d) is
obtained by the Receiving Party from a third party without a
breach of the third party’s obligations of confidentiality; or (e) is independently developed by the Receiving Party without use of or
reference to the Disclosing Party’s Confidential Information, as
shown by documents and other competent evidence in the Receiving Party’s possession.
1.5 “Documentation” means Company-provided user
documentation, in all forms, relating to the Service (e.g., user
manuals, on-line help files).
1.6 “Permitted Third Party” means any entity under
contract with Subscriber Group who needs to access the Service
to perform its obligations to Subscriber Group and who is not a competitor of Company.
1.7 “Professional Service Fees” means the fees for
Professional Services charged on a time and materials basis at
Company’s then-current rates, unless otherwise specified on the Service Agreement Proposal.
1.8 “Professional Services” means the professional services
specified on the Service Agreement Proposal.
1.9 “Service” means the web-accessed computer software and Internet services, hardware, trademarks, patents, copyrights
and other intellectual property identified in the Service Agreement
Proposal. As part of the Service, Company may provide Subscriber Group with Computer Software, which Subscriber Group may
install on its computer system and use solely to upload data into
the Service.
1.10 “Service Agreement Proposal” means the Service
Agreement Proposal executed by Subscriber and Company and
attached hereto and incorporated herein by reference.
1.11 “Scope Limitations” means any limitations on use of the Service specified on the Service Agreement Proposal. Any work or
assurance required outside the scope of work defined herein will
be the responsibility of the client.
1.12 “Subscriber” means the customer named on the Service Agreement Proposal.
1.13 “Subscriber Group” means, individually and/or
collectively as the context may require, Subscriber and its
Affiliates.
1.14 “Subscription Fees” means the fees for the Service
specified on the Service Agreement Proposal.
2. USER AGREEMENT
2.1 License to Use the Service. Subject to the terms
and conditions of this Agreement, Company grants to
Subscriber Group a limited, worldwide, non-exclusive, non-
transferable (except as permitted in Section 11.4) license
during the term of this Agreement to use the Service over the
World Wide Web via a standard browser solely in connection
with its internal business operations. The license of Subscriber Group to use the Service is subject to the Scope Limitations
and contingent upon compliance with the Scope Limitations
and this Agreement. iParq provides Software As A Service
(SAAS) to all of its Clients. Pursuant to this contract, Subscriber will be one of those Clients. For the duration of the
contract iParq will grant Subscriber and its users the right to
use iParq SAAS software and services pursuant to iParq's
published standard User Agreement. iParq will provide
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Subscriber 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 Subscriber 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 Subscriber will have no rights to other
iParq Client or Subscriber Group’s data.
2.2 License to Use the Documentation. Subject to the terms and conditions of this Agreement, Company grants to
Subscriber Group a limited, worldwide, non-exclusive, non-
transferable (except as permitted in Section 11.4) license
during the term of this Agreement to reproduce, without modification, and internally use a reasonable number of copies
of the Documentation solely in connection with use of the
Service in accordance with this Agreement.
2.3 Use Restrictions. All rights not expressly granted to
Subscriber Group are reserved by Company. Except as
otherwise explicitly provided in this Agreement or as may be
expressly permitted by applicable law, Subscriber Group will not, and will not permit or authorize third parties to: (a) rent,
lease, or, except as explicitly set forth in Section 2.5, otherwise
permit third parties to use the Service, Computer Software or
Documentation; (b) use the Service to provide services to third parties (e.g., as a service bureau); (c) circumvent or disable
any security or other technological features or measures of the
Service, or attempt to probe, scan or test the vulnerability of a network and or system or to breach security or
authentication measures; (d) upload or provide for processing
any information or materials that are defamatory, offensive or
abusive or of an obscene or menacing character or violate privacy (including, as applicable, any privacy rights defined in
California AB-375 Privacy: personal information: businesses
{refer to:
https://leginfo.legislature.ca.gov/faces/billTextClient.xhtml?bill_id=201720180AB375}) or intellectual property rights; (e)
use the Service to harm, threaten or harass another person or
organization; or (f) send, store or distribute any viruses, worms, Trojan horses, or other malware component harmful
to a network or system. Subscriber Group will not copy,
reproduce, modify, translate, enhance, decompile,
disassemble, reverse engineer or create derivative works of
any Service software or Computer Software, or provide,
disclose or make any Service or Computer Software available
to any third party. Subscriber Group is not authorized to make any copy of Service software. Subscriber Group will neither
alter nor remove any trademark, copyright notice or other
proprietary rights notices that may appear on any part of the
Documentation or any Computer Software and will include all such notices on any copies. Subscriber will ensure that its
Affiliates, the Permitted Third Parties and the Authorized Users
comply with the applicable obligations of Subscriber under this
Agreement and will be directly responsible to Company for their conduct and any breach of this Agreement by them.
2.4 Compliance with Laws. Subscriber Group will use
the Service and Documentation, and upload data into the Service, in compliance with all applicable laws and regulations.
2.5 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 usernames 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 usernames 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.
2.6 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.
2.7 Third Party Applications. Use of third party
applications on iParq leased equipment and/or in conjunction
with iParq software may cause performance or harm to the
Subscriber. iParq will give best effort to accommodate
additional Subscriber requirements, however cannot guarantee performance as indicated in the Companies
performance warranty due to third party conflicts.
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
Company for Technical Support Services.
3.2 Data Security. The Service is currently provided
from the United States and Subscriber Data (as defined in Section 6.2) is currently stored and processed in the United
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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. Any work or assurance required
outside the scope of work defined herein will be the
responsibility of the client.
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. If the Subscriber changes the assignment of their
Project Leader(s), the Subscriber will be responsible for
approval of all work products delivered to date, required review and approval of project scope by Subscriber’s new Project
Leader, and any delays, change orders or Company expenses
incurred due to this change. Subscriber approval is assumed if
no response is received by the Company within 14 business days of the change in Subscriber Project Leader(s). Company
implementation costs are non-refundable.
3.6 Performance Standard. Company will perform the Professional Services in a professional and workmanlike
manner in accordance with the Service Agreement Proposal.
Company will use reasonable efforts to complete the
Professional Services in accordance with the schedule of times
and milestones specified on the Service Agreement Proposal
(as modified by any Change Orders).
3.7 Technical Support Services. Company will provide
Subscriber Group with then-current standard technical support
services with respect to the Service, so long as Subscriber is
current in payment of the Subscription Fees. Subscriber Group
is responsible for providing support to Permitted Third Parties. With respect to technical information Subscriber Group
provides Company as part of the Technical Support Services,
Company may use such information for its business purposes, including for product support and development.
3.8 Subscriber’s Responsibilities. Subscriber Group will
provide assistance, cooperation, information, equipment, data,
a suitable work environment, and resources reasonably necessary to enable Company to perform the Professional
Services and Technical Support Services. Subscriber
acknowledges that Company’s ability to provide Professional Services as described on the Service Agreement Proposal and
Technical Support Services may be affected if Subscriber
Group does not provide reasonable assistance as set forth
above. Subscriber shall be responsible for maintaining all hardware, software, internet connection services, and any
other items or services 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 upon 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 and Term. 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. As an additional remedy,
Company may also choose to NET payments owed to the
Subscriber for any invoices over 60 days Past Due. Subscriber will reimburse any costs or expenses (including, but not limited
to, reasonable attorneys’ fees) incurred by Company to collect
any amount that is not paid when due. Amounts due from
Subscriber under this Agreement may not be withheld or offset by Company 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. Any work or
assurance required outside the scope of work defined herein
will be the responsibility of the client.
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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 pursues Company for unpaid
taxes for which Subscriber is responsible under this Agreement
and which were not paid by Subscriber to Company, Company
may invoice Subscriber and Subscriber will pay such taxes to Company or directly to the taxing authority, plus all applicable
interest, penalties and fees. The parties acknowledge and
agree that iParq is not responsible or liable for determining that
any person or entity is subject to Federal, State, or Local laws and regulations, and that any software, systems or service
comply with those laws and regulations.
5. TERM AND TERMINATION
5.1 Term. This Agreement will commence upon the
Effective Date and continue for three (3) year(s) through
December 31, 2027 (the “Initial Subscription Term”) unless
this Agreement is terminated earlier in accordance with the terms of this Agreement. This Agreement will automatically
extend (provide “Extensions”) beyond the Initial Subscription
Term for two (2) one (1) year term(s) unless Company is
provided written notice by Subscriber to Company delivered at least thirty (30) days prior to expiration of the Initial
Subscription Term. The Company shall have the option to
continue service beyond the Extensions at the Contract type prevailing rates.
5.2 Voluntary Termination. This contract shall be for an
initial period of three (3) years from the commencement date
per 5.1. Either party will have the right to terminate the
contract by giving at least 30 days’ notice in writing to the
other party to expire at the end of the initial period or at any
time after that. If anything is identified that may precipitate any harm to the Company, the Company reserves the right to
terminate services immediately and without notice. Company
will endeavor to provide notice of any action as circumstances
allow.
5.3 Termination for Material Breach. Either party may
terminate this Agreement if the other party does not cure its
material breach of this Agreement within 30 days of receiving
written notice of the material breach from the non-breaching party. A breach of this Agreement by an Affiliate of Subscriber,
an Authorized User or Permitted Third Party will be treated as
a breach by Subscriber. Termination in accordance with this Section 5.3 will take effect when the breaching party receives
written notice of termination from the non-breaching party,
which notice must not be delivered until the breaching party
has failed to cure its material breach during the 30-day cure
period. If Subscriber fails to timely pay any Subscription Fees
or Professional Services Fees, Company may, without
limitation to any of its other rights or remedies, suspend performance of the Service, Professional Services and
Technical Support Services until it receives all amounts due, or
may terminate this Agreement pursuant to this Section 5.3.
5.4 Post-Termination Obligations. If this Agreement is terminated for any reason, (a) Company will have no obligation
to provide or perform any Service, Professional Services or
Technical Support Services after the effective date of the termination, (b) Subscriber will immediately pay to Company
any Subscription Fees, Professional Services Fees, and other
amounts that have accrued prior to the effective date of the
termination; services not used by customer on or before the Agreement end date will be forfeited and any annual fees due
within the calendar year subject to the termination will be due
upon the termination end date (c) any and all liabilities accrued prior to the effective date of the termination will survive, (d)
Subscriber will provide Company with a written certification
signed by an authorized Subscriber representative certifying
that all use of the Service, Computer Software and
Documentation by Subscriber Group, Permitted Third Parties
and Authorized Users has been discontinued and the Computer
Software has been de-installed from Subscriber Group’s computer systems, and (e) Sections 5.3, 6.1, 6.2, 6.3, 6.5,
6.7, 9, 10 and 11 will survive termination. If this Agreement is
terminated by Company pursuant to Section 5.3 or by
Subscriber other than pursuant to Section 5.3 (i.e., other than as a result of a material breach by Company that is not cured
as provided above), Subscriber will pay to Company (y)
Subscription Fees for the remainder of the contractual
subscription term, plus (z) the amount of Professional Service Fees that Company would have been paid under the Service
Agreement Proposal (based on the expected budget to
completion then in effect and taking into account any changes previously agreed to by the parties) had this Agreement not
been terminated and had the Professional Services been fully
performed in accordance with the schedule then in effect, which amount owing will be evidenced in a final termination
invoice to be provided by Company to Subscriber. The amount
of Subscription Fees and Professional Service Fees specified in
the foregoing termination invoice will be final and binding on the parties, absent manifest error. If this Agreement is
terminated by Subscriber pursuant to Section 5.3 (i.e., for
Company’s uncured material breach), Company shall provide
Subscriber a pro-rata refund of all pre-paid but unused Subscription Fees for the remainder of the then-current term.
6. INTELLECTUAL PROPERTY AND CONFIDENTIAL
INFORMATION
6.1 Service and Documentation. Company retains all
right, title, and interest in and to the Service, Computer
Software and Documentation and all related intellectual
property rights, including without limitation any modifications, updates, customizations, cards, or other add-ons (all of which
will be considered Company’s Confidential Information), but
excluding Subscriber Data. Subscriber Group’s right to use the
Service, Documentation, and Computer Software are limited to
those expressly set forth in this Agreement; all other rights are
reserved by Company. Subscriber Group understands and
agrees that Company may use and disclose, in an aggregated format only, any and all data derived or collected from
Subscriber Group’s use of the Service (excluding Subscriber
Data), including for the purposes of operating, managing,
maintaining and improving Company’s products and services, and for developing and distributing benchmarks and similar
reports and databases; provided that such aggregated data is
not identified or identifiable as originating with or associated
with Subscriber Group or any individual person.
6.2 Subscriber Data. Any data uploaded into the
Service, or otherwise provided for processing by the Service,
by or on behalf of Subscriber Group (“Subscriber Data”) is Subscriber’s property and Subscriber Confidential Information.
Company will use Subscriber Data solely as required to provide
or perform the Service, Technical Support Services and
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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
protect its own proprietary information, but not less than
reasonable care, to prevent the unauthorized duplication or disclosure of the Disclosing Party’s Confidential Information to
third parties without Disclosing Party’s prior written consent.
Receiving Party may disclose Disclosing Party’s Confidential
Information to Receiving Party’s employees or agents who reasonably need to have access to such information to perform
Receiving Party’s obligations under this Agreement, and who
will treat such Confidential Information under the terms of this Agreement. Provided that such Permitted Third Party is bound
by obligations of confidentiality and nonuse no less restrictive
than the terms of this Agreement, Subscriber may disclose
Company’s Confidential Information to a Permitted Third Party
solely to the extent required for such Permitted Third Party to
be able to access and use the Service pursuant to this
Agreement. Company may also disclose this Agreement to actual and potential investors and funding sources who agree
to hold it in confidence. Any materials marked as Confidential
are the sole property of the Company. They have been
provided to the Subscriber for their review only. Distribution of these materials beyond the entity defined or exceeds Receiving
Party obligations and reasonable care will be considered a
breach of Confidentiality by the Company.
(b) The Receiving Party may disclose Disclosing
Party’s Confidential Information if required by law so long as
the Receiving Party gives the Disclosing Party prompt written
notice of the requirement prior to the disclosure and reasonable assistance in limiting disclosure or obtaining an
order protecting the information from public disclosure.
(c) Upon written request of Disclosing Party, or
in any event upon any termination or expiration of this Agreement, Receiving Party will return to Disclosing Party or
destroy all materials, in any medium, to the extent containing
or reflecting any of the Disclosing Party’s Confidential Information, provided, however, that this requirement will not
limit Company’s rights under Section 6.1.
(d) Following expiration or termination of this
Agreement, Company may purge the Subscriber Data and the Subscriber’s Service environment from Company’s systems.
Subscriber may elect to receive a copy of Subscriber Data if
requested in writing within ninety (90) days of expiration or
termination of this Agreement.
(e) This Section 6.3 will survive for 5 years
following expiration or termination of this Agreement.
6.4 Trademarks. This Agreement does not authorize Subscriber Group to use Company’s name or any of its
trademarks, which include but are not limited to the name of
Company, the words Intelligent Parking, iParq, Company
domain, and the Company logo.
6.5 Copyright. All title, including but not limited to
copyrights, patents, trademarks and other intellectual
property, in and to the Service software, Documentation and
Computer Software and any copies thereof are owned by Company or its suppliers. All title and intellectual property
rights in and to the content which may be accessed through
use of the Service software or Computer Software is the
property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and
treaties. This Agreement grants Subscriber no rights to use
such content. All rights not expressly granted are reserved by
Company.
6.6 Feedback. Company is hereby granted a royalty-
free, fully paid-up, non-exclusive, perpetual, irrevocable,
worldwide, non-transferable (except as permitted in Section 11.4), sub-licensable license to use, copy, modify, or
distribute, including by incorporating into the Service, any
suggestions, enhancement requests, recommendations or
other feedback provided by Subscriber Group, a Permitted Third Party or an Authorized User relating to the operation of
the Service.
6.7 Export Restrictions. Subscriber agrees to not export or re-export the Service software, Documentation or Computer
Software, any part thereof, or any process or service that is
the direct product of the Service software (the foregoing
collectively referred to as the "Restricted Components"), to any
country, person or entity subject to U.S. export restrictions.
Subscriber specifically agrees not to export or re-export any of
the Restricted Components (i) to any country to which the U.S. has embargoed or restricted the export of goods or services,
which currently include, but are not necessarily limited to
Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria, or to
any national of any such country, wherever located, who intends to transmit or transport the Restricted Components
back to such country; (ii) to any person or entity who you know
or have reason to know will utilize the Restricted Components
in the design, development or production of nuclear, chemical or biological weapons; or (iii) to any person or entity who has
been prohibited from participating in U.S. export transactions
by any federal agency of the U.S. government. Subscriber warrants and represents that neither the U.S. Commerce
Department, Bureau of Export Administration nor any other
U.S. federal agency has suspended, revoked or denied your
export privileges.
7. WARRANTIES AND DISCLAIMER
7.1 Mutual Warranties. Each party represents and
warrants to the other that: (a) the Service Agreement Proposal has been duly executed and delivered and this Agreement
including the executed Service Agreement Proposal constitutes
a valid and binding agreement enforceable against such party
in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party’s
execution and delivery of the Service Agreement Proposal, or
performance of the Agreement; and (c) the execution and
delivery of the Service Agreement Proposal, and performance of this Agreement, does not violate the laws of any jurisdiction
or the terms or conditions of any other agreement to which it
is a party or by which it is otherwise bound.
7.2 Personal Information. Subscriber Group represents
and warrants that neither it nor any Authorized User will upload
into the Service, or otherwise provide for processing by the
Service, any data or information that may be deemed personal
information of any individual person under the laws of any
applicable jurisdiction, including, without limitation, the
Gramm-Leach-Bliley Act, Health Insurance Portability and Accountability Act of 1996, and Family Educational Rights and
Privacy Act (all of the foregoing, “Personal Information”), and
(including, as applicable, any privacy rights defined in
California AB-375 Privacy: personal information: businesses
{refer to: https://leginfo.legislature.ca.gov/faces/billText
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Client.xhtml?bill_id=201720180AB375})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 disclosure and obtaining all
required consents from each individual to transfer that Personal Information to servers associated with the Service
located in the United States or elsewhere.
7.3 Third Party Products. Any third party products that
are provided by Company in connection with the Service or Professional Services are provided pursuant to the terms of the
applicable third party agreement as provided by Company to
Subscriber, and Subscriber Group’s use of any such third party product constitutes agreement to comply with the terms of the
applicable third party agreement. Company assumes no
responsibility for, and specifically disclaims any liability or
obligation with respect to, any third party products.
7.4 , THERE IS NO WARRANTY OR CONDITION OF
TITLE, QUIET ENJOYMENT, QUIET POSSESSION, AND
CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT, WITH REGARD TO THE SERVICE,
DOCUMENTATION OR COMPUTER SOFTWARE.
7.5 High-Risk Activities. THE SERVICE IS NOT
DESIGNED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAILSAFE CONTROLS,
INCLUDING WITHOUT LIMITATION OPERATION OF NUCLEAR
FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATIONS
SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF THE SERVICE
OR SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR
SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. COMPANY SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED
WARRANTY OF FITNESS FOR SUCH HIGH-RISK ACTIVITIES.
8. INTELLECTUAL PROPERTY INFRINGEMENT
8.1 Defense of Infringement Claims. Company will, at its expense, either defend Subscriber Group from or settle any
claim, proceeding, or suit (“Claim”) brought by a third party
against Subscriber Group alleging that its use of the Service infringes or misappropriates any patent, copyright, trade
secret, trademark, or other intellectual property right if: (a)
Subscriber gives Company prompt written notice of the Claim;
(b) Subscriber Group grants Company full and complete control over the defense and settlement of the Claim; (c)
Subscriber Group provides assistance in connection with the
defense and settlement of the Claim as Company may
reasonably request; and (d) Subscriber Group complies with any settlement or court order made in connection with the
Claim (e.g., relating to the future use of any infringing
Service). Subscriber Group will not defend or settle any Claim
without Company’s prior written consent. Subscriber Group
will have the right to participate in the defense of the Claim at
its own expense and with counsel of its own choosing, but
Company will have sole control over the defense and settlement of the Claim.
8.2 Indemnification of Infringement Claims. Company
will indemnify Subscriber Group from and pay (a) all damages, costs, and attorneys’ fees finally awarded against Subscriber
Group in any Claim under Section 8.1; (b) all out-of-pocket
costs (including reasonable attorneys’ fees) reasonably
incurred by Subscriber Group in connection with the defense of a Claim under Section 8.1 (other than attorneys’ fees and
costs incurred without Company’s consent after Company has accepted defense of the Claim and expenses incurred pursuant
to the last sentence of Section 8.1); and (c) all amounts that
Company agrees to pay to any third party to settle any Claim
under Section 8.1.
8.3 Exclusions from Obligations. Company will have no
obligation under this Section 8 for any infringement or
misappropriation to the extent that it arises out of or is based upon (a) use of the Service in combination with other products
or services if such infringement or misappropriation would not
have arisen but for such combination; (b) the Service is
provided to comply with designs, requirements, or specifications required by or provided by or on behalf of
Subscriber Group, if the alleged infringement or
misappropriation would not have arisen but for the compliance with such designs, requirements, or specifications; (c) use of
the Service by Subscriber Group, any Authorized User, or any
Permitted Third Party for purposes not intended or outside the
scope of the rights granted in this Agreement; (d) failure of Subscriber Group, any Authorized User or any Permitted Third
Party to use the Service in accordance with instructions
provided by Company, if the infringement or misappropriation
would not have occurred but for such failure; or (e) any modification of the Service not made or authorized in writing
by Company where such infringement or misappropriation
would not have occurred absent such modification.
8.4 Limited Remedy. This Section 8 states Company’s
sole and exclusive liability, and Subscriber Group’s sole and
exclusive remedy, for the actual or alleged infringement or
misappropriation of any third party intellectual property right by the Service.
9. SUBSCRIBER INDEMNIFICATION
9.1 Defense. Except to the extent a Claim arises from
the gross negligence, willful misconduct or breach of this
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
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attorneys’ fees and costs incurred without Subscriber’s consent after Subscriber has accepted defense of the Claim); and, (c)
all amounts that Subscriber agrees to pay to any third party to
settle any Claim under Section 9.1.
10. LIMITATIONS OF LIABILITY
10.1 Disclaimer of Indirect Damages.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, COMPANY WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO SUBSCRIBER
GROUP, AUTHORIZED USERS OR PERMITTED THIRD PARTIES
FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY
DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR
OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR
PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF
REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER
PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF
OR RELATED TO THE USE OF OR INABILITY TO USE THE
SERVICE, DOCUMENTATION OR COMPUTER SOFTWARE, THE
PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES,
OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS THIS AGREEMENT, EVEN IF COMPANY IS
APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES
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 AUTHORITIES OR GOVERNMENTAL AGENCIES FEES, DISALLOWANCE OF
DOUBTFUL DEDUCTIONS OR DEDUCTIONS THAT ARE NOT
SUPPORTED BY THE SUBSCRIBER WITH ADEQUATE DOCUMENTATION, NOR FOR RESULTING TAX, PENALTIES,
AND INTEREST RELATED TO ANY OUTSTANDING TAX OR FEES.
10.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL
COMPANY’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF
OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT
LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE
FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE,
EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY
SUBSCRIBER TO COMPANY UNDER THIS AGREEMENT DURING
THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM. 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, or operation of law without the other party’s consent if (a) in
the event of actual assignment, the assignee agrees in writing
to assume and fulfill all of the assigning party’s obligations under this Agreement, and (b) with respect to Subscriber, the
proposed successor or controlling party is not a competitor of
Company. Company may terminate this Agreement in its
discretion if Subscriber assigns this Agreement to a competitor
of Company or comes to be controlled by a competitor of
Company.
11.5 Subcontractors. Company may use a subcontractor or other third party in carrying out its obligations under this
Agreement so long as Company remains responsible for all of
its obligations under this Agreement.
11.6 Notices. Any notice required or permitted to be
given in accordance with this Agreement will be effective if it
is in writing and sent by certified or registered mail, or
overnight courier, return receipt requested, to the appropriate
party at the address set forth on the Service Agreement Proposal and with the appropriate postage affixed. Either party
may change its address for receipt of notice by notice to the
other party in accordance with this Section 11.6. Notices are
deemed given two business days following the date of mailing
or one business day following delivery to a courier.
11.7 Force Majeure. Neither party will be liable for, or be
considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by
this Agreement as a result of any cause or condition beyond its
reasonable control, so long as that party uses all commercially reasonable efforts to avoid or remove the causes of non-
performance.
11.8 Governing Law. This Agreement will be interpreted,
construed, and enforced in all respects in accordance with the local laws of the State of Washington, U.S.A., without
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reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the
International Sale of Goods.
11.9 Dispute Resolution. The parties shall use good faith efforts to resolve all claims, disputes and other matters in
question between the parties arising out of or relating to this
Agreement (matters in dispute) using the procedures set forth
herein. The Parties shall proceed in good faith to resolve all matters in dispute as expeditiously as possible.
Mediation Process. Either party by delivering written notice to
the other may request mediation of any matter in dispute that
the Parties have been unable to resolve using good faith efforts. Unless otherwise agreed by the Parties, the mediation
shall be conducted by a JAMS-appointed mediator in the
Seattle, Washington office of JAMS or via Zoom or other electronic means. Each party shall bear its own costs
associated with any mediation and shall split the fees of the
mediator evenly. The mediation shall be nonbinding.
11.10 Mitigation. Each party must use reasonable efforts to mitigate the impact of any damage arising out of or related
to this Agreement.
11.11 No Third Party Beneficiaries. There are no third-party beneficiaries to this Agreement, including, without
limitation, Subscriber Affiliates, Permitted Third Parties and
Authorized Users.
11.12 Waiver. Any waiver of the provisions of this Agreement or of a party’s rights or remedies under this
Agreement must be in writing to be effective. Failure, neglect,
or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed as
a waiver of the party’s rights under this Agreement and will not
in any way affect the validity of the whole or any part of this
Agreement or prejudice the party’s right to take subsequent
action. Exercise or enforcement by either party of any right or remedy under this Agreement will not preclude the
enforcement by the party of any other right or remedy under
this Agreement or that the party is entitled by law to enforce.
11.13 Severability. If any part of this Agreement is found
to be illegal, unenforceable, or invalid, the remaining portions
of this Agreement will remain in full force and effect. If any
material limitation or restriction on the use of the Service
under this Agreement is found to be illegal, unenforceable, or
invalid, Subscriber Group’s right to use the Service will
immediately terminate.
11.14 Headings. Headings are used in this Agreement for
reference only and will not be considered when interpreting
this Agreement.
11.15 Counterparts. The Service Agreement Proposal
may be executed in any number of identical counterparts,
notwithstanding that the parties have not signed the same
counterpart, with the same effect as if the parties had signed
the same document. All counterparts will be construed as and constitute the same agreement. The Service Agreement
Proposal may also be executed and delivered by facsimile or
electronically and such execution and delivery will have the
same force and effect of an original document with original signatures.
11.16 Updates to this Service Agreement. Company may
update this Service Agreement from time-to-time. This Service Agreement at the time of signing the Service Agreement
Proposal will govern for the Initial Subscription Term of the
Service Agreement Proposal, with the following exception.
Exception: the Company reserves the right to institute a price/fee adjustment during the term of the Service Agreement
due to cost changes deemed as significant and material to the
Company, such as, but not limited to: COLA/Cost of Services/Cost of Materials/Force Majeure increases incurred by
the Company. The Company will make every effort to avoid
these changes and provide 30 Day Notice to the Subscriber
should these changes become evident. 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
Agreement is translated into another language, the English language version will control. Neither party will be bound by, and
specifically objects to, any term, condition, or other provision that
is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by the
other party in any acceptance, confirmation, invoice, purchase
order, receipt, correspondence, or otherwise, unless Company
specifically agrees to such provision in writing and signed by an
authorized agent of Company.
[End of Terms and Conditions]
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V15 --Confidential Information-- Copyright 2024, INET, Inc. -- All Rights Reserved 1
Service Agreement Pricing Proposal
City of Bremerton WA
Prepared for:Melinda Monroe
Date Delivered:10/14/2024
Sales Rep:Taylor Diaz
Prepared by:INET Inc, dba iParq
Merchant Account: iParq Merchant Account
I. Software
Item Description Quantity Unit of Measure Unit Price Status Billed Date
Billing Method
iParq Permit and Enforcement Management System Licensing
iParq Permit & Enforcement Management Module. Manage
permit types, automate billing renewals and generate real time reports 24/7/365. Front office cashier drawer module to process & collect parking transactions at office front counter. User profile
account to manage parking information and vehicle registration. Virtual front counter to sell parking 24/7/365. SAAS Fees for Modules available or currently in use. Parking Management
Software solution with full administrative access, customization, and control. iParq will grant you the use of the Software Product pursuant to the acceptance of iParq Licensing and Terms. iParq grants you the right to use the Software Product via any standard
web browser over the World Wide Web (www.). This does not include license plate recognition integration.
1 Annual Fee $1,400.00 Active
Upon Contract Execution Invoiced
II. Software Maintenance
Item Description Quantity Unit of Measure Unit Price Status Billed Date
Billing Method
iParq Parking Database Hosting and Maintenance (AWS Standard Cloud)
Configure and manage cloud hosting servers which ensures
adequate Parking Database Storage, Security & Disaster Recovery Solutions are in place. Implement multiple disaster recovery solutions, manage & secure management database. Includes the
parking management system software license, patches and updates,.
1 Annual Fee $2,500.00 Active
Upon Contract Execution
Invoiced
iParq Handheld Application Software
Hosting and Maintenance
iParq Parking Management System Software and hardware support services includes client support services and operational
support services
1 Annual Fee $2,580.00 Active
1st of the month of the
go live month
Invoiced
III. Hardware (Lease Only)
Item Description Quantity Unit of Measure Unit Price Status Billed Date
Billing Method
iParq Enforcement or POD Handheld Units (LEASE) & Printer
Small, color, wireless, digital camera, scan barcode, handheld issuance device (Samsung S9) including Cellular wireless data
connection plan for real time connection; Rugged thermal printer (Zebra ZQ310), battery, AC adapter, and hardware service warranty for all repairs/replacements (Warranty covers
replacement or repair of any inoperable equipment due to MFG defect, normal wear and tear, and replacement of any out of date hardware that our software will no longer support during the term of the contract. Warranty excludes lost/stolen hardware.).
Warranty at the discretion of the Service Provider if Client using their own cell carrier. Otter boxes and shoulder straps are provided upon request. (Note: Additional 10% of Required Qty
of Handheld Units, for POD units ONLY, ordered will be provided as Back Up at no cost to client). Includes 2 GB data, additional data $20 per GB. Includes enforcement handheld
software license update and software support services. iParq will grant you the use of the Software Product pursuant to the acceptance of iParq Licensing and Terms. iParq grants you the
right to use the Software Product via any standard web browser over the World Wide Web (www.).
1 Per Unit Per Month $150.00 Active
1st of the
month of the go live month Invoiced
VI. Travel / Training
Item Description Quantity Unit of Measure Unit Price Status Billed Date
Billing Method
Travel Expense Includes Car Rental, Hotel, Airfare, Food (when visits are not for
Training)1 Per Day -$1,500.00-Active Upon Request Invoiced
Custom Onsite Training
Custom onsite training session provide personalized classroom material based on institution request. Includes travel expense, airfare, and lodging. (Standard Rate will apply beyond Scope of
Work)
1 Per Day -$1,500.00-Active Upon Request Invoiced
VII. Permits
Item Description Quantity Unit of Measure Unit Price Status Billed Date
Billing
Method
iPermit Artwork Design Fee (New design
(s))New permit artwork design. For orders of at minimum 100 permits per design. First 2 Designs are Free, per calendar year
(January 1-December 31).
1 Per Design $375.00 Active Upon Request Invoiced
iPermit Artwork Design Fee (Existing design updates)
Updates to existing permit design or designs. For orders of at
minimum 100 permits per design. First 2 Designs are Free, per calendar year (January 1-December 31).1 Per Design $125.00 Active Upon Request Invoiced
1
2
3
4
5
6
7
8
Exhibit A: Rate Schedule Revised
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V15 --Confidential Information-- Copyright 2024, INET, Inc. -- All Rights Reserved 2
iPermit Printing Setup Fee iPermit printing setup fee is the cost associated with the preparation of the print job 1 Per Transaction $275.00 Active Upon Request Invoiced
iPermit Standard Permit Printing Costs 2.25”x3” full color, front adhesive based, anti-fraud/duplication,
re-positionable parking permit 1 Per Permit
QUOTE
ONLY Active Upon Request Invoiced
Permit Rush Order Fee For rush orders in less than 30 days. Plus Permit Printing fee. 1
Per Order plus
Permit Fee
QUOTE
ONLY Active Upon Request Invoiced
Permit Special Handling iParq staff to manually handle special permit process. Fee in addition to fulfillment fees.1 Per Permit $0.75 Active Go Live Date Invoiced
Permit Fulfillment Fee
Standard permit sales. iParq will print, generate, track and mail each permit to the approved applicant. One page iParq standard
insert included. USPS First Class Postage is included. Optional customer paid. (Includes Bike Permits)
1 Per Permit $5.95 Paid by Parker Go Live Date Netted
Over The Counter Permit Processing Fee
Over the Counter (OTC) permit sales of permits, bus pass, hang
tags, bike permits, scratch offs, etc. iParq will print, generate, track and mail bulk permit to the client. The fulfillment process will be completed Over The Counter. (Includes Bike Permits)
1 Per Permit $4.95 Paid by Parker Go Live Date Netted
Virtual Permit Processing Fee Virtual Permits-No permit purchase required. Typically used for VIP Registration and License Plate Recognition.1 Per Permit $2.95 Paid by Parker Go Live Date Netted
Daily Pass/ Temporary Permit Fee
Daily fee for all short term guest/daily/visitor parking pass.
Client selects parameters for # of days permit is valid. Daily fee for all complimentary short term guest/daily/visitor parking pass. Consecutive day maximum at this rate is 14 days.
1 Per Permit Per Day $0.40 Active Go Live Date Netted
VIII. Citations
Item Description Quantity Unit of Measure Unit Price Status Billed Date
Billing
Method
Custom Citation or Notice Paper Custom, pre-printed standard Citation or Notice receipt paper.
Minimum of 250 rolls.1 Per Roll
QUOTE
ONLY Active Upon Request Invoiced
Custom Citation Roll Plate Fee Plate design fee for new Custom Citation paper. Required orders of at least 250 rolls.1 One Time Fee
QUOTE ONLY Active Upon Request Invoiced
iParq Standard Citation or Notice Paper iParq Standard Citation or Notice paper. 1 Per Roll
QUOTE ONLY Active Upon Request Invoiced
Citation Issuance Fee - Electronic &
Manual
Processing fee for each electronic and manual citation or warning
that is entered into the Enforcement System.1 Per Citation
Issued $0.65 Active Go Live Date Netted
Citation Payment Collection Fee - Based on Total $ Collected / Transferred to Collections
(Non - Revenue Share Model)
Any citation that is recorded as transferred out of our system to a 3rd Party (under the control of the client). The client determines
via Aging Actions in the Adjudication Process when this Transfer is to occur. The citation amount to be collected upon is transferred to the 3rd Party and recorded as Closed in our system. No additional action is taken on our system and iParq does not
participate in the Collection process.
1 Per Citation Collected $0.10 Active Go Live Date Netted
Citation Payment Processing Fee Citation payment processing fee for every payment type
processed with the enforcement system.1 Per Citation
Transaction $2.95 Paid by Parker Go Live Date Netted
XI. Added Value Services
Item Description Quantity Unit of Measure Unit Price Status Billed Date
Billing Method
Standard Rate: Custom Programming,
Database Subsystem Integration Services,
or Reporting Beyond Scope of Work
Custom Programming / Integration beyond the scope of
work/Develop custom report beyond the scope of work. (iParq
Timeline, Normal Business Hours to achieve Milestone)
1 Per Hour $385.00 Active Upon Request Invoiced
After Hours/Rush Order Rate: Custom Programming, Database Subsystem
Integration Services, or Reporting Beyond
Scope of Work
After Hours/Rush Order Rate: Custom Programming, Database Subsystem Integration Services, or Reporting Beyond Scope of
Work
1 Per Hour $600.00 Active Upon Request Invoiced
Shipping Cost Pass-through cost for shipping permits, handhelds, and any other products requested by client. (as needed - both directions).Shipping charges for replacements are paid by the client.
1 Per Shipment
QUOTE
ONLY Active Upon Request Invoiced
XII.Accounting Fees
Item Description Quantity Unit of Measure Unit Price Status Billed Date
Billing
Method
Visa Credit card processing fee using Visa 1 Per Transaction 3.75% Active Go Live Date Netted
Mastercard Credit card processing fee using MasterCard 1 Per Transaction 3.75% Active Go Live Date Netted
American Express Credit card processing fee using American Express 1 Per Transaction 4.25% Active Go Live Date Netted
Discover Credit card processing fee using Discover 1 Per Transaction 4.25% Active Go Live Date Netted
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Docusign Envelope ID: C6C36570-902E-4486-8737-BBE2B8CD9E15
INET, INC. SERVICE AGREEMENT
SA 015:11 Page 12 of 14
INT:________
CoBWA11222024v2
REVISED EXHIBIT C: TERMS AND CONDITIONS
V15 --Confidential Information-- Copyright 2024, INET, Inc. -- All Rights Reserved 3
Electronic Check
Processing fee for electronic check transactions. iParq will manage collections for all transactions of this payment type, regardless of whether iParq Merchant Account or Client Owned
Merchant Account is used.
1 Per Transaction 4.25% Active Go Live Date Netted
NSF Check, Chargeback, ACH Declines Fee for NSF Checks, Chargebacks, and ACH Declines.1 Per Transaction $55.00 Active Go Live Date Netted
Stop Payment Fee Only valid for 6 months; to be renewed at client discretion for additional fee. Client is liable for funds if the check is cashed while on Stop Payment or if Stop Payment expires.1 Per Transaction $45.00 Active Go Live Date Netted
Refund Fee (billed as needed) Financial Services 1 Per Transaction $17.50 Active Go Live Date Netted
Valid Returns 1 Per Transaction $10.00 Active Go Live Date Netted
VZW Economic Adjustment Charge Applied when lines are activated. Based on current price set by
vendor. Passthrough, during the life of the contract.1 Per Transaction
QUOTE
Only Active Go Live Date Netted
Client Paper Check Processing
Financial Services. Fee administered for the issuance or receipt of paper checks by vendor as payment for services rendered. All client check payments are made out to INET Inc. or they may be
retuned for a FEE (TBD). ACH payment processing is free.
1 Per Check $20.00 Active Go Live Date Netted
End-User Paper Check Processing
Financial Services. Fee administered for the issuance of paper
checks by the end-user to vendor as payment for Permit and Citations transactions. This Fee is also applied when refunds are processed by iParq through paper checks. All client check
payments are made out to INET Inc. or they may be retuned for a FEE (TBD). ACH is free.
1 Per Check $20.00 Active Go Live Date Netted
Mail-In CASH Payment Processing Fee Mail in Payment Processing fee administered when mail-in cash payment (by end-user) is processed by iParq staff. Payment can be for a permit or citation purchase.
1 Per Transaction $10.00 Active Go Live Date Netted
Parker Membership Annual Fee
Establishes the agreement (applies to the Parker Terms and Conditions, same as the “I Agree” at checkout) between the Parker and the software provider (iParq). This fee is only
applicable to Parkers who wish to access their iParq account over the internet (ie. purchase a permit online). If the Subscriber wishes to pay for this fee, iParq will add the language to the
Terms and Conditions of the checkout page for the Parker to agree to while purchasing a permit through the system.
1 Per Unit $1.00 Paid by Parker Go Live Date Netted
Additional Remittance
Any statements or remittances issued beyond one time per month
for one client. Example, if 4 statements issued in one month, client is charged for 3 of them.1 Per Report $150.00 Active Upon Request Invoiced
Institution being added to iNet's Insurance as Interested Party If requested or required, Client can be added as an additional insurred on iParq's insurance policy. 1 Annual Fee $750.00 Active Upon Request Invoiced
Statement and Invoice Delivery - 20th iParq Accounting (accounting@iparq.com) will send statements
and invoices on the 20th of each month 1 Per Month $0.00 Active Go Live Date Invoiced
XIV. Route1 Inc.
Item Desicription Quantity Active Unit Price Status Billed Date
Billing
Method
Elemental Support
QUOTE#15601 Route1 Elemental Support - Base package for one year.2 Route1 Elemental Support - one Mobile LPR camera vehicle
for one year.
1 Annual Fee -$4,748.02-Active Upon Contract
Execution Invoiced
Cradlepoint Renewal
QUOTE#1519
MBA1-NCEA-RNetCloud Mobile Performance Essentials and Advanced Plan - Subscription license renewal
(1 year) 9/14/2024-9/13/2025
2 Annual Fee -$832.49- Active Upon Contract Execution Invoiced
• Subscriber option to defer Year 1 non-recurring costs over the Contract Term will incur interest fees (TBD) as a result of the Company bearing the Subscriber debt obligation.
• 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 ofadditional Proposals for Products and Services.• Any work or assurance required outside the scope of work defined herein will be the responsibility of the client.
• iParq/iNet will not be responsible for any fees associated with 3rd party payment services.
• 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 Company reserves the right to institute a price/fee adjustment during the term of the Service Agreement due to cost changes deemed as significant and material to the
Company, such as, but not limited to: COLA/Cost of Services/Cost of Materials/Force Majeure increases incurred by the Company. The Company will make every effort to avoid these changes and provide 30 Day Notice to the Subscriber should these changes become evident.• 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 thirty (30) days. All prices quoted in U.S. Dollars (USD).
Status Definitions
Option to be Negotiated For items where the client is undecided. Must be changed to Active or Opt Out before client signs.
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INT: _________
Docusign Envelope ID: C6C36570-902E-4486-8737-BBE2B8CD9E15
INET, INC. SERVICE AGREEMENT
SA 015:11 Page 13 of 14
INT:________
CoBWA11222024v2
REVISED EXHIBIT C: TERMS AND CONDITIONS
V15 --Confidential Information-- Copyright 2024, INET, Inc. -- All Rights Reserved 4
Paid by Parker Fee paid by parker (student, employee, citizen , etc.), not paid by institution/Client.
Waived A line item on the Pricing Proposal is identified as "Waived" when Client uses but is NOT being charged for the
service/Product
Waived Year 1 Only Recurring cost will begin being billed in year 2 and billed on an
annual basis
Billed in Year 2 One time cost will be invoiced at the beginning of year 2
Docusign Envelope ID: C6C36570-902E-4486-8737-BBE2B8CD9E15
INET, INC. SERVICE AGREEMENT
SA 015:11 Page 14 of 14
INT:________
CoBWA11222024v2
REVISED EXHIBIT C: TERMS AND CONDITIONS
Signatory Page:
IN WITNESS WHEREOF, the parties hereto by their respective duly authorized officers have executed this Service
Agreement (which includes the Terms and Conditions and Pricing Proposal above) on the dates noted below to be
effective as of the Effective Date.
SUBSCRIBER COMPANY
BY: _________________________________ BY: _________________________________
NAME: _________________________________ NAME: _________________________________
AT: _________________________________ AT: _________________________________
DATE: ________________________________ DATE: _________________________________
Todd Fisher, CEO
INET Inc. dba iParq
12/13/2024
Docusign Envelope ID: C6C36570-902E-4486-8737-BBE2B8CD9E15
Greg Wheeler
12/16/2024
Mayor, City of Bremerton