CC SR 20170502 L - Vigilant Solutions Agmt ALPR Speed TrailerRANCHO PALOS VERDES CITY COUNCIL
AGENDA REPORT
AGENDA DESCRIPTION:
MEETING DATE: 05/02/2017
AGENDA HEADING: Consent Calendar
Consideration and possible action to approve an agreement with Vigilant Solutions, Inc.
for purchase of two mobile Automated License Plate Recognition (ALPR) camera speed
trailers for the Eastview neighborhoods adjacent to Western Avenue.
RECOMMENDED COUNCIL ACTION:
(1) Approve the agreement with Vigilant Solutions, Inc., in a form approved by the
City Attorney, for two mobile Automated License Plate Recognition (ALPR)
camera speed trailers for the Eastview neighborhoods adjacent to Western
Avenue.
FISCAL IMPACT: An additional appropriation of $120,000 was authorized at the April
18, 2017, meeting for this purpose.
Amount Budgeted: $496,500
Additional Appropriation: N/A
Account Number(s): 101-400-6120-4310
ORIGINATED BY: Gabriella Yap, Deputy City Manager
REVIEWED BY: Same as above
APPROVED BY: Doug Willmore, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. Draft Contract with Vigilant Solutions, Inc. (page A-1)
BACKGROUND AND DISCUSSION:
At the April 18, 2017, City Council meeting, the City Council approved funding for two
mobile Automated License Plate Recognition (ALPR) camera speed trailers in advance
of the fixed ALPR cameras to be installed in the Eastview neighborhoods adjacent to
Western Avenue. This interim measure was recommended while Southern California
Edison (SCE) reviews the possibility of allowing the City to co -locate ALPR cameras on
SCE's poles. After the fixed cameras are eventually installed in the Eastview area, the
mobile ALPR camera speed trailers can be deployed to different locations or special
events elsewhere in the City.
This report presents the draft agreement with Vigilant Solutions, Inc. for the purchase of
the two mobile ALPR camera speed trailers (Attachment A).
1
CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS V49WESW
01203.0001/297744.12 -1- A_1
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
VIGILANT SOLUTIONS, LLC
THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and
entered into this day of , 2017 by and between the City of Rancho Palos Verdes, a
California municipal corporation ("City") and Vigilant Solutions, LLC, ("Consultant"). City and
Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter
collectively referred to as the "Parties".
RECITALS
WHEREAS, the City Rancho Palos Verdes (the "City" ave ed into a Memorandum
of Understanding ("MOU") to obtain License Plate Reco it ("LP ameras and Software
Products.
WHEREAS, the City of Rancho Palos V
Sheriff's Department for peace officer services. 40
WHEREAS, the City desires to grant access to
Sheriff's Department.
with the
County
Data to the Los Angeles County
WHEREAS, Consultant designs, d e ' nses and advanced video analysis
software technologies for the law enforcem an arket
WHEREAS, Con ovides acces icense p data as a value added component
of the Consultant law rcem ckage of li se plate recognition equipment and software.
WHEREAS, as Qrize the MOUXnd
desires to enter into an Agreement with
Consultant to purchase LP wa"to license from and receive service for the
Software Pr
THEREFO con eration of the mutual promises and covenants made by the
Parties and c ned herein other consideration, the value and adequacy of which are hereby
acknowledged, arties a as follows:
ARTICLE 1. SER SOF CONSULTANT
1.1
In compliance with all terms and conditions of this Agreement, the Consultant shall provide
those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated
herein by this reference, which may be referred to herein as the "services" or "work" hereunder.
As a material inducement to the City entering into this Agreement, Consultant represents and
warrants that it has the qualifications, experience, and facilities necessary to properly perform the
services required under this Agreement in a thorough, competent, and professional manner, and is
experienced in performing the work and services contemplated herein. Consultant shall at all times
faithfully, competently and to the best of its ability, experience and talent, perform all services
01203.0001/297744.12 -2-
2
described herein. Consultant covenants that it shall follow the highest professional standards in
performing the work and services required hereunder and that all materials will be both of good
quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest
professional standards" shall mean those standards of practice recognized by one or more first-
class firms performing similar work under similar circumstances.
1.2 Consultant's Proposal.
The Scope of Service shall include the Consultant's scope of work or bid which shall be
incorporated herein by this reference as though fully set forth herein. In the event of any
inconsistency between the terms of such proposal and this Agreement, rms of this Agreement
shall govern.
1.3 Comaliance with Law.
Consultant shall keep itself informed concerning h 1 render ices hereunder in
accordance with, all ordinances, resolutions, statute les, and regulation e City and any
Federal, State or local governmental entity havi risdicti in effect at t service is
rendered.
1.4 Licenses. Permits. Fees and Assessments.
Consultant shall obtain at its sole
may be required by law for the performance
shall have the sole obligation to pay for any e�
and interest, which may be imposed by law a
performance of the serv' ed by this
harmless City, its offi , emp or agents
penalties or interest assess r imposed
1.5 Familiari
Semen
h ses, ermits and approvals as
uire is Agreement. Consultant
and es, plus applicable penalties
necessary for the Consultant's
shall indemnify, defend and hold
City, against any such fees, assessments, taxes,
'nslCity hereunder.
xecutin gre t, Consultant warrants that Consultant (i) has thoroughly
inves ' ed and consi he sc rvices to be performed, (ii) has carefully considered
ho ices should b forme and (iii) fully understands the facilities, difficulties and
restriction ding perfo ce o the services under this Agreement. If the services involve
work upon a e, Consult warrants that Consultant has or will investigate the site and is or
will be fully ac ted wit he conditions there existing, prior to commencement of services
hereunder. Shou sultant discover any latent or unknown conditions, which will
materially affect the p ance of the services hereunder, Consultant shall immediately inform
the City of such fact a shall not proceed except at Consultant's risk until written instructions are
received from the Contract Officer.
1.6 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to furnish
continuous protection to the work, and the equipment, materials, papers, documents, plans, studies
and/or other components thereof to prevent losses or damages, and shall be responsible for all such
damages, to persons or property, until acceptance of the work by City, except such losses or
damages as may be caused by City's own negligence.
01203.0001/297744.12 -3- A-3
1.7 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all instruments,
prepare all documents and take all actions as may be reasonably necessary to carry out the purposes
of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of
the other.
1.8 Additional Services.
City shall have the right at any time during the p(
invalidating this Agreement, to order extra work beyond that
make changes by altering, adding to or deducting from said
undertaken unless a written order is first given by the
incorporating therein any adjustment in (i) the Contract Su
and/or (ii) the time to perform this Agreement, which
approval of the Consultant. Any increase in com atior
Contract Sum or $25,000, whichever is less; or, in me to
(180) days, may be approved by the Contrac O
separately or cumulatively, must be approved by the Cl
Consultant that the provisions of this Section shall not ap
the Scope of Services. Consultant hereb nowledges that
be provided pursuant to the Scope of ay be m
Consultant anticipates and that Consultant s 1 n itled
City may in its sole and absolute discretion ha Simi
for an increase in the Contr um or time f Orman
established in this Sec ti ed. 4
1.9 S
forman the services, without
pecif m th Scope of Services or
v o such extra work may be
rac >cer to the Consultant,
the ac sts of the extra work,
`u ments a ect to the written
of up to ten p t (10%) of the
form of up too ed eighty
eater increase taken either
cil. tis expressl understood by
services specifically set forth in
epts the risk that the services to
)re r time consuming than
to ad nal compensation therefor.
one 1 other contractors. No claims
R1 be valid unless the procedures
Additio erms an >< eement, if any, which are made a part hereof
are set fort 1 Re ents" a ed hereto as Exhibit "B" and incorporated herein
by this rence. In nt o flict between the provisions of Exhibit "B" and any other
prow' of this Agree the pr s of Exhibit "B" shall govern.
ARTICLEWCOMPENSAIRON AND METHOD OF PAYMENT.
2.1
Subject to antations set forth in this Agreement, City agrees to pay Consultant the
amounts specified iire"Schedule of Compensation" attached hereto as Exhibit "C" and
incorporated herein by this reference. The total compensation, including reimbursement for actual
expenses, shall not exceed One Hundred Nine Thousand Nine Hundred Twenty ($109,920.00) (the
"Contract Sum"), unless additional compensation is approved pursuant to Section 1.8.
2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon completion; (ii)
payment in accordance with specified tasks or the percentage of completion of the services, less
contract retention; (iii) payment for time and materials based upon the Consultant's rates as
01203.0001/297744.12 -4-
A-4
specified in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not
exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably dee ecessary by the City.
Coordination of the performance of the work with City is a critica pon nt of the services. If
Consultant is required to attend additional meetings to facilie
coordination, Consultant
shall not be entitled to any additional compensation for attenal tings.
2.4 Invoices.
Each month Consultant shall furnish to Ci
expenses incurred during the preceding month i a
By submitting an invoice for payment under this Agree
with all provisions of the Agreement. The invoice shall
expenses by the following categories: r (by sub
supplies, and sub -contractor contracts. acto
categories. Consultant shall not invoice C
one person.
City shall inde
whether the work per
Agreement. Exce
which are disputed by
Consultant to b d N
invoice;
the City
or exm
Consultant
law.
.ce for all w rmed and
)y City's Dire of Finance.
ant is certi ng compliance
es for all necessary and actual
travel, materials, equipment,
V11 Iso be detailed by such
?sperformed by more than
v each i ice subm' d by the Consultant to determine
uses incu are in compliance with the provisions of this
for work r
ed or expenses incurred by Consultant
*ded in Sect, City will use its best efforts to cause
receipt of Consultant's correct and undisputed
edges agrees that due to City warrant run procedures,
will occur within this time period. In the event any charges
nal invoice shall be returned by City to Consultant for
and payment by City for any invoice provided by the
of any rights or remedies provided herein or any applicable
Payment to Cofffsultant for work performed pursuant to this Agreement shall not be deemed
to waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
01203.0001/297744.12 -5- A-5
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in the
"Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer but not exceeding
one hundred eighty (180) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of
services rendered pursuant to this Agreement shall be e:
unforeseeable causes beyond the control and without the
including, but not restricted to, acts of God or of the public
earthquakes, floods, epidemics, quarantine restriction
litigation, and/or acts of any governmental agency clL
within ten (10) days of the commencement of sue y n
the causes of the delay. The Contract Officer sh 1 a
extend the time for performing the services for the perio
judgment of the Contract Officer such delay is justified.
shall be final and conclusive upon the p to this Agref
entitled to recover damages against the C delay
however caused, Consultant's sole remed ei si
Section.
Unless earl'
shall continue in full
years from the
ft
«D„
The foil
principals and repr .
specified herein and
e fob performance of the
use of any delays due to
r ence of the Consultant,
�, unus severe weather, fires,
rikes, fr embargoes, wars,
the City, if onsultant shall
k
Contract O ritingofs and the exte f delay, and
enfo ced delay w en and if in the
Contract Officer's determination
n no event shall Consultant be
ance of this Agreement,
th C
eement pursuant to this
ticle 7 of this Agreement, this Agreement
of the services but not exceeding one (1)
I in the Schedule of Performance (Exhibit
Io
s of Consultant ("Principals") are hereby designated as being the
f Consultant authorized to act in its behalf with respect to the work
all decisions in connection therewith:
(Name) (Title)
(Name) (Title)
01203.0001/297744.12 -6- A-6
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additio onsultant shall utilize
only competent personnel to perform services pursuant to this Agr ent. Consultant shall make
every reasonable effort to maintain the stability and cont' f Consultant's staff and
subcontractors, if any, assigned to perform the services requir nde greement. Consultant
shall notify City of any changes in Consultant's staff contra if any, as to
perform the services required under this Agreement, pr' d during an performance.
4.2 Status of Consultant.
Consultant shall have no authority to bind City , or to incurany obligation,
debt or liability of any kind on behalf of or against City, r by contract or otherwise, unless
such authority is expressly conferred un is Agreement o herwise expressly conferred in
writing by City. Consultant shall not at or in any ma esent that Consultant or
any of Consultant's officers, employees, or en ny manne icials, officers, employees
or agents of City. Neither Consultant, nor an f Co off rs, employees or agents, shall
obtain any rights to retire ealth care or herb which may otherwise accrue to
City's employees. Cons ssly waives y claim C sultant may have to any such rights.
4.3 C
The Co t Office , Deputy City Manager, or such person as may
be design Ma It sha the Consultant's responsibility to assure that the
Contra fficer is k orme the rogress of the performance of the services and the
Con shall refer an sions must be made by City to the Contract Officer. Unless
otherwis ified her appro of City required hereunder shall mean the approval of the
Contract O The Con Officer shall have authority, if specified in writing by the City
Manager, to sl docume on behalf of the City required hereunder to carry out the terms of
this Agreement.
Neither the City nor any of its employees shall have any control over the manner, mode or
means by which Consultant, its agents or employees, perform the services required herein, except
as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or
control of Consultant's employees, servants, representatives or agents, or in fixing their number,
compensation or hours of service. Consultant shall perform all services required herein as an
independent contractor of City and shall remain at all times as to City a wholly independent
contractor with only such obligations as are consistent with that role. Consultant shall not at any
time or in any manner represent that it or any of its agents or employees are agents or employees
of City. City shall not in any way or for any purpose become or be deemed to be a partner of
01203.0001/297744.12 -7-
7
Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with
Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City. In addition, neither this
Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or
encumbered voluntarily or by operation of law, whether for the bene creditors or otherwise,
without the prior written approval of City. Transfers restricted here er sh 1 include the transfer
to any person or group of persons acting in concert of more tha five percent (25%) of the
present ownership and/or control of Consultant, taking all tr ers ccount on a cumulative
basis. In the event of any such unapproved transfer, inc di any ba tcy proceeding, this
Agreement shall be void. No approved transfer shal e he Cons or any surety of
Consultant of any liability hereunder without the ex s consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICAUON
5.1 Insurance Coverages.
The Consultant shall procure an in, at its sole an expense, in a form and
content satisfactory to City, during the e e this Agre including any extension
thereof, the following policies of insurance ich s er all ected and appointed officers,
employees and agents;2��
(a)eneral Lia it its
Occurrence Form CG0001 or
equivalent). A pol' ompre sive general bi 'ty insurance written on a per occurrence
basis for bodily injury, p al i and propert mage. The policy of insurance shall be in
an amount not le than $1, ce or if a general aggregate limit is used, then
the genera it sh twice t urrence limit.
(b) 's Co` tion Insurance. A policy of worker's compensation
insu an uch amount X11 full omply with the laws of the State of California and which
shall Inde insure and vide egal defense for the Consultant against any loss, claim or
damage arisin m any inj s or occupational diseases occurring to any worker employed by
or any per
ed by e Consultant in the course of carrying out the work or services
contemplated in tha ent.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and
endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance
written on a per occurrence for bodily injury and property damage in an amount not less than
$1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars and any
automobile.
(d) Professional Liability. Professional liability insurance appropriate to the
Consultant's profession. This coverage may be written on a "claims made" basis, and must include
coverage for contractual liability. The professional liability insurance required by this Agreement
must be endorsed to be applicable to claims based upon, arising out of or related to services
01203.0001/297744.12 -8- "
performed under this Agreement. The insurance must be maintained for at least 5 consecutive
years following the completion of Consultant's services or the termination of this Agreement.
During this additional 5 -year period, Consultant shall annually and upon request of the City submit
written evidence of this continuous coverage.
(e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit `B". AL
5.2 General Insurance Requirements.
All of the above policies of insurance shall be p:
its elected and appointed officers, employees and agent,
maintained by City or its officers, employees oAce
with Consultant's insurance. The insurer is de
contribution it may have against the City, its oinsurers. Moreover, the insurance policy mus
satisfy the self-insured retention, any additional insured
suranNand
me the City,
dl 'onal y insurance
apply in eot contribute
to aive aation and
oye ndr respective
re red does not
tisfv the self-insured retention.
All of said policies of insurance s vide that said nc may not be amended or
cancelled by the insurer or any parry hereto 1 viding thi days prior written notice
by certified mail return receipt requested to t City. vent of said policies of insurance
are cancelled, the Consultant shall, prior to the n atio bmit new evidence of insurance
in conformance with Sec ' the Contrac (icer.
No work o es un this Agreem t s all commence until the Consultant has
provided the City with ific of Insuranc dditional insured endorsement forms or
appropriate ins nce bind insurance coverages and said Certificates of
Insurance pro the Ci ty reserves the right to inspect complete, certified
copies d endors to a ired insurance policies at any time. Any failure to comply
with orting or of ovisio e policies including breaches or warranties shall not
affe t co e provided to
All cV11con
me the City as additional insured (providing the appropriate
endorsementto the following "cancellation" notice:
CAN
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL
THIRTY (30) -DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
[to be initialed]
Consultant Initials
01203.0001/297744.12 -9- A-9
City, its respective elected and appointed officers, directors, officials, employees, agents
and volunteers are to be covered as additional insureds as respects: liability arising out of activities
Consultant performs; products and completed operations of Consultant; premises owned, occupied
or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The
coverage shall contain no special limitations on the scope of protection afforded to City, and their
respective elected and appointed officers, officials, employees or volunteers. Consultant's
insurance shall apply separately to each insured against whom claim is made or suit is brought,
except with respect to the limits of the insurer's liability.
Any deductibles or self-insured retentions must be declared to a d approved by City. At
the option of City, either the insurer shall reduce or eliminate suc ctibles or self-insured
retentions as respects City or its respective elected or appointed of rs, of icials, employees and
volunteers or the Consultant shall procure a bond guaranteei ent of losses and related
investigations, claim administration, defense expenses and cl s. nsultant agrees that the
requirement to provide insurance shall not be construed as ' , g in an the extent to which
the Consultant may be held responsible for the paym mages to a rsons or property
resulting from the Consultant's activities or the act' es of any person or pe for which the
Consultant is otherwise responsible nor shall it li Consul is indemnific abilities as
provided in Section 5.3.
In the event the Consultant suNontracts
any po of the work in compliance with
Section 4.5 of this Agreement, the conttween the Con t and such subcontractor shall
require the subcontractor to maintain thes of insurane Consultant is required
to maintain pursuant to Section 5.1, ance and end r
nts shall be provided to
City.
5.3 IndemnifiAgak
To the full
harmless the City, its off,
and save the ch of
obligat' ,errors, o
liab' that may be
co
nnecti th the ne2l
Consultant,Cfacers
for which on t is
reckless or willfu
of or failure to per
connection therewith:
by law, CofflkUpt agrees to indemnify, defend and hold
SWand agent ndemnified Parties") against, and will hold
and all actions, either judicial, administrative,
ages persons or property, losses, costs, penalties,
s whether actual or threatened (herein "claims or
d by any person, firm or entity arising out of or in
ce of the work, operations or activities provided herein of
es, agents, subcontractors, or invitees, or any individual or entity
able ("indemnitors"), or arising from Consultant's or indemnitors'
or arising from Consultant's or indemnitors' negligent performance
term, provision, covenant or condition of this Agreement, and in
(a) Consultant will defend any action or actions filed in connection with any of
said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys'
fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection with
the negligent performance of or failure to perform such work, operations or activities of Consultant
hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees
harmless therefrom;
01203.0001/297744.12 -10- A-10
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys'
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if it
fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall n waiver hereof. This
indemnification includes claims or liabilities arising from any ne ' nt or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in formance of professional
services hereunder. The provisions of this Section do not a to c or liabilities occurring
as a result of City's sole negligence or willful acts or omis ' n , ut, to t lest extent permitted
by law, shall apply to claims and liabilities resulting i om City's ence, except that
design professionals' indemnity hereunder shall be ' ited to claims and liab arising out of
the negligence, recklessness or willful miscond the de professional. indemnity
obligation shall be binding on successors and assigns ns and shall sure e termination
of this Agreement.
5.4 Sufficiency of Insurer.
Insurance required by this Agreem
qualified to do business in California, rated
Guide, The Key Rating Gui in the Fede
Class VII or better, unl iremer
Manager") due to u e circu nces.
duration, or in the e risk nager
under this Agreement cre an d
agrees that th m lim the
of writte e Risk aer.
ART 6. RECO
6.1
t s atisfactor� y if issued by companies
"orb m recent edition of Best Rating
al a er, an if they are of a financial category
s a waived by e Risk Manager of the City ("Risk
If th Agreement continues for more than 3 years
leterm hat the work or services to be performed
or dec sed risk of loss to the City, the Consultant
icies may be changed accordingly upon receipt
RELEASE OF INFORMATION
Consulta 11 kee nd require subcontractors to keep, such ledgers, books of accounts,
invoices, vouchers, d checks, reports, studies or other documents relating to the
disbursements charge City and services performed hereunder (the "books and records"), as
shall be necessary to erform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete and
detailed. The Contract Officer shall have full and free access to such books and records at all times
during normal business hours of City, including the right to inspect, copy, audit and make records
and transcripts from such records. Such records shall be maintained for a period of three (3) years
following completion of the services hereunder, and the City shall have access to such records in
the event any audit is required. In the event of dissolution of Consultant's business, custody of the
books and records may be given to City, and access shall be provided by Consultant's successor
in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in
01203.0001/297744.12 -11- A-11
providing access to the books and records if a public records request is made and disclosure is
required by law including but not limited to the California Public Records Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of
work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees
that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or
will materially increase or decrease the cost of the work or service emplated herein or, if
Consultant is providing design services, the cost of the project be' desig ed, Consultant shall
promptly notify the Contract Officer of said fact, circumsta hnique or event and the
estimated increased or decreased cost related thereto and Co nt is providing design
services, the estimated increased or decreased cost estima fo he proj ing designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, togra studies, survedata, notes,
computer files, reports, records, documents and other (th "documents nd materials")
prepared by Consultant, its employees, subcontractors ents in the performance of this
Agreement shall be the property of City hall be delivere ty upon request of the Contract
Officer or upon the termination of this A and Consult al ave no claim for further
employment or additional compensation a the exerci City of its full rights of
ownership use, reuse, or assignment of the d men teria ereunder. Any use, reuse or
assignment of such complet ocuments for e ojec r use of uncompleted documents
without specific written n by the Co ltant will e at the City's sole risk and without
liability to Consultan d Con nt's guaran and warranties shall not extend to such use,
reuse or assignmen ltant retain copies ch documents for its own use. Consultant
shall have the right to u c embodied erein. All subcontractors shall provide for
assignment to any en prepared by them, and in the event Consultant
fails to s nm onsultan hall indemnify City for all damages resulting
therefr Moreover, ltant es ect to any documents and materials that may qualify as
"wo e for hire" as ed in S.C. § 101, such documents and materials are hereby
deemed'Zied
th ity.
6.4entiah nd Release of Information.
All information gained or work product produced by Consultant
in performance of this reement shall be considered confidential, unless such information is in
the public domain or ready known to Consultant. Consultant shall not release or disclose any
such information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall
not, without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions,
response to interrogatories or other information concerning the work performed under this
Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided
Consultant gives City notice of such court order or subpoena.
01203.0001/297744.12 -12- A-12
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorneys fees, caused by or incurred as a result of Consultant's conduct.
(d) Consultant shall promptly notify City should Consultant, its
officers, employees, agents or subcontractors be served with any summons, complaint, subpoena,
notice of deposition, request for documents, interrogatories, request for admissions or other
discovery request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligakao
sent Consultant or be
present at any deposition, hearing or similar proceeding. Consulcooperate fully with
City and to provide City with the opportunity to review andiscovery requests
provided by Consultant. However, this right to review any suces not imply or mean
the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AG
7.1 California Law.
This Agreement shall be interpreted, construe
performance of the parties in accordance with the laws o
concerning any dispute, claim or matte ' ing out of or in
instituted in the Superior Court of the C Los Angeles,
appropriate court in such county, and Con to ants and
jurisdiction of such court in the event of su actio eve
Court, venue shall lie excl * ely in the Ce istric
Angeles, State of CalifoIk
7.2
In the ev t that
not have a
the date default.
for t ult. The
This tim e is r
all invoices
alternative, the
during the period Jo
steps to terminate this
notice of the Consultal
both as tovaliditv and to
of California. Legal actions
i to this Agreement shall be
WCalifomia, or any other
to submit to the personal
f litigation in a U.S. District
)rnia, in the County of Los
er the terms of this Agreement, the City shall
!the
ntinue c ensating Consultant for any work performed after
ay give notice to Consultant of the default and the reasons
inc e timeframe in which Consultant may cure the default.
sump ly thi (30) days, but may be extended, though not reduced, if
Duri the period of time that Consultant is in default, the City shall hold
when default is cured, proceed with payment on the invoices. In the
ty, in' sole discretion, elect to pay some or all of the outstanding invoices
If Consultant does not cure the default, the City may take necessary
reement under this Article. Any failure on the part of the City to give
's default shall not be deemed to result in a waiver of the City's legal rights
or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant's acts or omissions in performing or failing to perform Consultant's
01203.0001/297744.12 -13- A-13
obligation under this Agreement. In the event that any claim is made by a third parry, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of City
to exercise such right to deduct or to withhold shall not, however, affect the obligations of the
Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, enant. Waiver by any
party of any breach of the provisions of this Agreement shall not c itute waiver of any other
provision or a waiver of any subsequent breach or violation of vision of this Agreement.
Acceptance by City of any work or services by Consultant s not itute a waiver of any of
the provisions of this Agreement. No delay or omission i h ercise right or remedy by
a non -defaulting party on any default shall impair such r' e edy orb trued as a waiver.
Any waiver by either party of any default must be in ting and shall not be a er of any other
default concerning the same or any other provisio is Agr ent.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights a emedies expres dared to be exclusive in this
Agreement, the rights and remedies of th are cumulati t exercise by either party
of one or more of such rights or remedie a eclude the cise by it, at the same or
different times, of any other rights or remes for W
or any other default by the
other party.
7.6
In addition to angWr ri or remedies,
equity,
specific
other re
er party may take legal action, in law or in
►ver damages for any default, to compel
•atory or injunctive relief, or to obtain any
reement. Notwithstanding any contrary
i pursuant to Government Code Sections
,tion under this Agreement.
This SectioVith
ern any termination of this Contract except as specifically provided
in the following Secermination for cause. The City reserves the right to terminate this
Contract at any timewithout cause, upon thirty (30) days' written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. In addition, the Consultant
reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60)
days' written notice to City, except that where termination is due to the fault of the City, the period
of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice
of termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. Except where the Consultant has initiated
termination, the Consultant shall be entitled to compensation for all services rendered prior to the
effective date of the notice of termination and for any services authorized by the Contract Officer
01203.0001/297744.12 -14- A-14
thereafter in accordance with the Schedule of Compensation or such as may be approved by the
Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated
termination, the Consultant shall be entitled to compensation only for the reasonable value of the
work product actually produced hereunder. In the event of termination without cause pursuant to
this Section, the terminating parry need not provide the non -terminating party with the opportunity
to cure pursuant to Section 7.2.
7.8 Termination for Default of Consultant.
If termination is due to the failure of the Consultant to fulfill its obligations under this
Agreement, City may, after compliance with the provisions of Sectio ake over the work and
prosecute the same to completion by contract or otherwise, and t onsu ant shall be liable to
the extent that the total cost for completion of the services d hereunder exceeds the
compensation herein stipulated (provided that the City shall u easo efforts to mitigate such
damages), and City may withhold any payments to the ns tant for urpose of set-off or
partial payment of the amounts owed the City as previo ted.
7.9 Attorneys' Fees.
If either party to this Agreement is required to r end or mada party to any
action or proceeding in any way connected with this Agree the prevailing party in such action
or proceeding, in addition to any other which may be ed, whether legal or equitable,
shall be entitled to reasonable attorney's rney's fees s cl e attorney's fees on any
appeal, and in addition a party entitled to o s shall be ed to all other reasonable
costs for investigating such action, taking de sitio cove and all other necessary costs
the court allows which are ' urred in such i on. fees shall be deemed to have
accrued on commence action and 11 be enfo eable whether or not such action is
prosecuted to judgme
ARTICLE 8. CITY O R EMPLO S: NON-DISCRIMINATION
officer ore e of shall be personally liable to the Consultant, or any
suc ess interest, in th nt of default or breach by the City or for any amount which
may beco e to the Con nt or to its successor, or for breach of any obligation of the terms
of this Ajzree
FWANIUS
Consultant co ants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant's performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times avoid
conflicts of interest or the appearance of any conflicts of interest with the interests of City in the
performance of this Agreement.
-ls- A-15
01203.0001/297744.12
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors
claiming under or through them, that there shall be no disc:
any person or group of persons on account of race, color,
orientation, marital status, national origin, ancestry or other
this Agreement. Consultant shall take affirmative action to
and that employees are treated during employment wit i
religion, sex, gender, sexual orientation, marital status,
class.
Consultant hereby promises and agrees to comply
Immigration and Nationality Act, 8 U.. §§ 1101,
therewith, shall not employ unauthorized define
such unauthorized aliens for the nerforman o c
and should any liability or sanctions be
Consultant hereby agrees to WA shall re
imposed, together with
ARTICLE 9. MI l
9.1 Notices.
notice, I
desir is required to
se d ally or sent b
and to the Co
Verdes, 309e F
persons) at thdes'
change its
�mS
ddrdeemed coeof mailing if movic
9.2 Interpretation.
assigns, and all persons
kinst or segregation of,
on, sex, gender, sexual
is in the performance of
jI.icnts
aare employed
r race, color, creed,
or other protected
1 of the provisions of the Federal
s amended, and in connection
o Id Consultant so employ
i overed by this Agreement,
s h use of unauthorized aliens,
f all such liabilities or sanctions
incurred by City.
consent, approval, or communication either party
to the arty or any other person shall be in writing and either
lpaid, t -class mail, in the case of the City, to the City Manager
ct O icer (with her/his name and City title), City of Rancho Palos
., California 90275 and in the case of the Consultant, to the
ated on the execution page of this Agreement. Either party may
g the other party of the change of address in writing. Notice shall be
time personally delivered or in seventy-two (72) hours from the time
led in this Section.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship of
this Agreement or any other rule of construction which might otherwise apply.
-16- A-16
01203.0001/297744.12
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreementsAa
ings, if any, between
the parties, and none shall be used to interpret this Agreemennt to or modification
of this Agreement shall be valid unless made in writing ande Consultant and by
the City Council. The parties agree that this requirementifications cannot be
waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the p a ntence lauses, paragrXFJudgment
or sections
contained in this Agreement shall be declared invadecree of a court of competent jurisdiction, such invof the remaining phrases, sentences, cla paragrhereby declared as severable and shall be edunless the invalid provision is so material th iof their bargain or renders this Agreement:ion ofof City ha ny financial interest, direct or indirect, in this
er, or emplo of City participate in any decision relating
cial interest or the financial interest of any
1 in (s)he is directly or indirectly interested, or in
tip, or association in which (s)he is directly or indirectly
No official, orAgreement, nor shall anto this Agreement which
corporatio orviolatio any cointere or in violatio
"fin nci erest" shall b
"remote"
WW
li rble by a or
alidi enforceability shall not affect any
paragraphs, or ns of this Agreement which are
to carry ou to t of the parties hereunder
deprive r party of the basic benefit
01203.0001/297744.12
-17-
unicipal statute or regulation. The determination of
ith State law and shall not include interests found to be
Government Code Sections 1091 or 1091.5. Consultant
warrants and sents that as not paid or given, and will not pay or give, to any third party
including, but n 'ted to y City official, officer, or employee, any money, consideration, or
other thing of valu ult or consequence of obtaining or being awarded any agreement.
Consultant further wa s and represents that (s)he/it has not engaged in any act(s), omission(s),
or other conduct or c usion that would result in the payment of any money, consideration, or
other thing of value to any third party including, but not limited to, any City official, officer, or
employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is
aware of and understands that any such act(s), omission(s) or other conduct resulting in such
payment of money, consideration, or other thing of value will render this Agreement void and of
no force or effect.
Consultant's Authorized Initials
A-17
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
parry is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PA
01203.0001/297744.12
-18- A-18
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first -above written.
WYNDER, LLP
Aleshire, City Attorney
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Address:
, Mayor
Two corporate officer signatures required when Consultant is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
-19- A-19
01203.0001/297744.12
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2016 before me, , personally appeared
basis of satisfactory evidence to be the person(s) whose names(s) is/ar
acknowledged to me that he/she/they executed the same in his/her
his/her/their signature(s) on the instrument the person(s), or^e'
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of tate of C
and correct.
WITNESS my hand and official seal.
Signature:
Though the data below is
prevent fraudulent reattac
, proved to me on the
to the within instrument and
capacity(ies), and that by
hich the person(s) acted,
that the
is true
law, it may valuable iWrsons relying on the document and could
BY WNER DESCRIPTION OF ATTACHED DOCUMENT
❑
CAPACITY
❑
INDIVIDUAL
❑
COFadoft
, proved to me on the
to the within instrument and
capacity(ies), and that by
hich the person(s) acted,
that the
is true
law, it may valuable iWrsons relying on the document and could
BY WNER DESCRIPTION OF ATTACHED DOCUMENT
❑
ER(S) ❑ IMI
❑ EN]
❑
AT Y -IN -FACT
❑
TRUST
❑
GUARDIA SE AT
❑
OTHER
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNERS) OTHER THAN NAMED ABOVE
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
A-20
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2016 before me, , personally appeared , proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscrib to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their aut capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon alf o hich the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of
and correct.
WITNESS my hand and official seal.
Signature:
Though the data below is not required by law, it
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
❑ INDIVIDUAL
❑ CORPORATE
01203.0001/297744.12
igraph is true
IAL
valuable to ve 'na on the document and could
OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
A-21
I.
II.
EXHIBIT "A"
SCOPE OF SERVICES
Consultant will perform the following Services for the City of Rancho Palos Verdes
(hereinafter, the "City"):
A. Manufacturing and Shipping of Hardware.
B. Installation and delivery of 2 ALPR mobile camera
C. System startup and commissioning of fixed
User and Agency Manager training.
E. Software Support, Warranty and
City will receive technical su
Consultant's company support
Consultant's sumW team.
Updates, patches
available to City at
As part of t1fe S1
products to the
fitting a suffiort ticket to
or by sending an email to
Products will be made
ucts support to City Technical
telephone.
deliver the following tangible work
and associated hardware and software.
E Section 6.2, during performance of the Services,
raised of the status of performance by delivering
eparation Sheet- Provides pertinent system planning information
deployment of our fixed/mobile LPR systems.
B. Systetif Startup and Commissioning Report - System Commissioning is a
systematic process of ensuring that your Vigilant Solutions LPR system performs
interactively according to the design intent and the end -user's operational needs.
IV. All work product is subject to review and acceptance by the City, and must be
revised by the Consultant without additional charge to the City until found
satisfactory and accepted by City.
01203.0001/297744.12
A-22
V. Consultant will utilize the following personnel to accomplish the Services:
A. Field Engineer
B. Project Lead/Manager
VI. Definitions
"CLK" or "Camera License Key" means an electronic key that
Consultant's CarDetector brand LPR software or Lineup brand f
CLK per camera) to be used with other Consultant LPR ha
Products.
"Hardware" means Consultant's License Plate
"Software Products" means Consultant's Law E
Products including CarDetector, Law Enforcement Arc
Mobile Companion for Smartphones, T et Alert Service
FaceSearch, LineUp and other software a ns consid
the benefit of law enforcement and securit ra
"Enterprise License" r
Software Products, o
Service Agreement
in accordance with the
hereunder this me
"User
"Service Pacl
the Software 1
hereunder this
ermit each license of
recognition software (one
Lomponents and Software
Security sui of Software
Reporting Network (LEARN),
server/client alerting package,
onitant to be applicable for
ansfeXt
license to install and operate the
ut qy orlimitation. This Enterprise
'roducts on an unlimited number of devices,
rand allow benefits of all rights granted
non -transferable license to install and operate the
, limited to a single licensee.
ty designated service option(s) which defines the extent of use of
fiction with any service and/or benefits therein granted as rights
"Service Fee" means the amount due from City prior to the renewal of this Agreement as
consideration for the continued use of the Software Products and Service Package benefits
according to Exhibit C of this Agreement.
"Service Period" has the meaning set forth in Section 3.4 of this Agreement.
01203.0001/297744.12
A-23
"Technical Support Agents" means City' staff person specified in the Contact Information
Worksheet of this Agreement responsible for administering the Software Products and acting as
City's Software Products support contact.
"LEA" refers to a Law Enforcement Agency.
"LEA LPR Data" refers to LPR data collected by LEAs and availab;X�d
LARN for use by other
LEAs. LEA LPR Data is freely available to LEAs at no cost and is by the contributing
LEA's retention policy.
"LEARN' refers to Consultant's Law EnforcementArc iv & Re Network Software
Product.
"Private LPR Data" refers to LPR data collecte vate
on LEARN with a paid subscription.
VII. Enterprise License Grant; Du 'cation and DistrIEWn Rights:
Subject to the terms and conditions of this
Angeles County Sheriff's Department ( "De
Products for the Term provided in Section 3.
by this Agreement, Depa ny third pa
modify, distribute, to ease, r sublicens
Products. Except a ly pe ed by this
implication, estoppels or is artmen
the copyright s also
Products a on an outer.
explicitly in
Libited.
ConsultantXifficense
y grants City, the Los
men terpri to the Software
t ' Agr Except as expressly permitted
cting on alf of Department shall not copy,
e otherwise transfer any right in the Software
A e ent, no other rights are granted by
t sh of eliminate, bypass, or in any way alter
" reen) that may appear when Software
se or redistribution of Software Products in a
or not agreed to in writing by Consultant, is
VIII. W. and Dis 'mer; Infringement Protection; Use of Software Products
Interface.
A. Warrq1jNJWcy and Disclaimer (Hardware). This policy warrants Hardware
distributed by Consu t and sold to the City. This warranty extends to the City only and
commences on the date of the installation of the Hardware for a period of five (5) years, unless
City and Consultant agree to an Extended Warranty. This policy warrants that all materials be free
of material defect for a period extended beyond the standard warranty period as entitled by the
purchasing documents.
01203.0001/297744.12
A-24
Consultant will either replace or repair any Hardware, or component thereof, that has been
determined by Consultant to be defective throughout the extended warranty period. Consultant
reserves the right to replace any Hardware found to be defective with re- certified Consultant
Hardware in accordance to the terms and conditions of this policy.
Only qualifying items returned to an authorized Consultant return center will be warranted
under this limited policy. If City's Hardware was purchased as a component integrated within a
system by a system manufacturer, the limited warranty provided bytant is limited to only
Hardware provided by Consultant. City must contact the pla of purchase or the system
manufacturer directly for warranty service.
There are no warranties which extend beyond the o the lime arranty. Consultant
disclaims all other warranties, express or implied, rding the HardwaNabclusion
ing implied
warranties of merchantability, fitness for a particu rpose, non- infrinhe United
States, some states do not allow the exclusion o im warr , so the may
not apply.
(1) Limitation of W
remedies to provide in its sole discrete
determining that defective Hardware exi
Consultant's replacement Hardware under i
and/or serviceable used Q00111ked parts.
Hardware for the ball
does not cover Haffi
packaged, altered, or
receipt. Idgm
certified.
of wear.
extended warranty
rich remedy or combination of
a reasonable time after
OF such defective Hardware.
11 be manufactured from new
applies to repaired or replaced
the original warranty. Consultant's warranty
rom the City by Consultant improperly
pare is subject to Consultant inspection upon
Hardware may consist of
All replacement Hardware components are tested and
stringent quality standards before they are sold or replaced as re-
e -certified items may have marks, scratches, or other slight signs
vare carries a manufacturer's limited warranty throughout the
measured from the original date of purchase.
(3) Return Material Authorization. Consultant warranty claims must be initiated
on the Consultant website for a Return Material Authorization ("RMA") number at Vigilant RMA
Request (http://vigilantsolutions.com/support/return-material-authorization-request-form). If it is
determined that the Hardware may be defective, an RMA number will be issued with instructions
for Hardware return. Unauthorized returns will be returned to the City at the City's expense.
01203.0001/297744.12
A-25
Authorized returns are to be shipped prepaid and insured to the address on the RMA in an approved
shipping container. To request an RMA, City must contact its local authorized Vigilant dealer.
(4) Warranty Limitations. Consultant's limited warranty provides that, subject to
the following limitations, Hardware will be free from defects in material and workmanship and
will conform to Consultant's specification(s).
(ii) No Consequential or Other Damages.
this policy or otherwise, Consultant will not be liable with re
contract, negligence, strict liability or other legal or equitab
punitive, incidental or special damages. These include loss
the cost of recovery of lost data, lost profits and the o
Hardware, the installation of replacement Hardwar nd a
caused by any defect or by the repair or replace of Hard
Hardware. This section does not limit liability fo bo jury
some states do not allow exclusion for limitation if inc
limitation above may not apply to City. is warranty gives
also have other rights which may vary fr to state.
to be void under the fo
• Hardware not sol
• Hardware found to
• AssertodAft
•Norremov
Ha
• As
Co
opening >.
Vigilant agent);
bution partners;
anding anything else in
the 4,Hardware under any
for any consequential,
ta, interruption of use,
la or removal of any
ction, ng, or redesign
ising fro ct in any
rson. In th nited States,
ea
uential amages, so the
c legal rights, and you may
00,
limited extended warranty
fixed because of damage which occurred when the
other than Consultant or Consultant's agent;
utable to misuse, improper installation by someone other than
s agent, or, alteration (including removing or obliterating labels and
:mal covers unless authorized to do so by Consultant or authorized
• Asserted defect(s) are the result of accident, mishandling, misuse or misapplied application use
while in the possession of someone other than Consultant or Consultant's agent;
• The Hardware was not sold as new (except Hardware replaced under this warranty)
01203.0001/297744.12
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(5) Disclaimer. EXCEPT FOR THE WARRANTY PROVIDED IN THIS
VIGILANT LIMITED EXTENDED WARRANTY, THE VIGILANT HARDWARE, AND
RELATED SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY
KIND, AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW,
VIGILANT DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND,
WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRING ENT, FITNESS OF A
PARTICULAR PURPOSE, DATA ACCURACY, SYSTEM TION OR QUIET
ENJOYMENT OR ANY IMPLIED WARRANTIES ARISIN OM USAGE OF TRADE,
COURSE OF DEALING OR COURSE OF PERFORMA OUT LIMITING THE
GENERALITY OF THE FOREGOING, VIGILANT I T SIBLE FOR ANY
INCOMPATIBILITY OF THE SOFTWARE WIT ARE PROVIDED BY
VIGILANT. VIGILANT DOES NOT WARRANT T VIGILANT SOF SUPPLIED
UNDER THIS AGREEMENT WILL OPERAT OUT ERRUPTIO ERROR
FREE. VIGILANT DOES NOT MAKE ANY REP S OR WA NTIES AS
TO THE FUTURE SUCCESS OF THE VIGILANT HA RE OR THE VOLUME OF ANY
PURCHASES THAT MAY BE MADE ER THIS AGR NT. TO THE EXTENT THAT
VIGILANT MAY NOT DISCLAIM A NTY AS TER OF APPLICABLE
LAW, THE SCOPE AND DURATION O S RANT LL BE THE MINIMUM
PERMITTED UNDER SUCH LAW.
B. Warrantv a isc Software ducts . Consultant warrants that the Software
Products will be fre all Sig ant Defects defined below) during the lesser of the term
of this Agreement (the " my d") or five s. "Significant Defect" means a defect in a
Software Prod t impe ' n of the Software Product. This warranty does
not inclu man red by nsultant. Consultant will repair or replace any
Softw roduct with nific of t during the Warranty Period; provided, however, if
Co annot substan corre ignificant Defect in a commercially reasonable manner,
City may ate this Agr ent a d Consultant shall refund to City an amount calculated by
multiplying t 1 amount Service Fees paid by City for the then -current Service Period by
the percentage re g fro ividing the number of days remaining in the then -current Service
Period, by 365. The ng remedies are City's exclusive remedy for defects in the Software
Product. Consultant 11 not be responsible for labor charges for removal or reinstallation of
defective software, charges for transportation, shipping or handling loss, unless such charges are
due to Consultant's gross negligence or intentional misconduct. Consultant disclaims all
warranties, expressed or implied, including but not limited to implied warranties of
merchantability and fitness for a particular purpose. In no event shall Consultant be liable for any
damages whatsoever arising out of the use of, or inability to use, the Software Products.
01203.0001/297744.12
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C. Infringement Protection. If an infringement claim is made against City by a third -
party in a court of competent jurisdiction regarding City use of any of the Software Products,
Consultant shall indemnify City, and assume all legal responsibility and costs to contest any such
claim. If City use of any portion of the Software Products or documentation provided to City by
Consultant in connection with the Software Products is enjoined by a court of competent
jurisdiction, Consultant shall do one of the following at its option and expense within sixty (60)
days of such enjoinment: (1) Procure for City the right to use such infri ing portion; (2) replace
such infringing portion with a non -infringing portion providing e functionality; or (3)
modify the infringing portion so as to eliminate the infringe while providing equivalent
functionality. Consultant shall not charge Service Fees durin e of enjoinment until one
of the options is implemented.
D. Use of Software Products Interfac nder certain circum es, it may be
dangerous to operate a moving vehicle while atte to oper a touch screen top screen
and any of their applications. It is agreed by City that us be instruct to only utilize
the interface to the Software Products at times when it is s do so. Consultant is not liable for
any accident caused by a result of distr such as from g the screen while operating a
moving vehicle.
Camera License Keys (CLKs).
City are ent
up and install the S4
in accordance with
Products an
(CLK) f ch cat
City ing to Cc
City's Techl
of the Initial
Software ducts during the term of this Agreement to set
zc n an unlimite ber of media centers within City agencies
v' ons. As ity installs additional units of the Software
R c ty is required to obtain a Camera License Key
considered in active service. A CLK can be obtained by a
mp ort website and completing the online request form to
ff. Wi n two (2) business days of a City's application for a CLK,
will receive the requested CLK that is set to expire on the last day
xrrent Service Period, as the case may be.
If a City is a generator as well as a consumer of LPR Data, a City at its option may share
its LEA LPR Data with similarly situated LEAs who contract with Consultant to access LEARN
(for example, LEAs who share LEA LPR Data with other LEAs). Consultant will not share any
LEA LPR Data generated by a City without the permission of a City.
XI. Service Package.
01203.0001/297744.12
•
This Enterprise License Agreement is based on the Basic LPR Service Package:
• Consultant Managed/Hosted LPR server LEARN Account
• Access to all Consultant Software including all upgrades and updates
• Unlimited user licensing for the following applications:
o LEARN, CarDetector and TAS
• Mobile Companion
01203.0001/297744.12
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EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
I. Section 1.4, Licenses, Permits, Fees and Assessments, is hereby amended as follows:
Consultant shall have the sole obli ation to pay for any fees sessments and taxesplus
applicable penalties and interest which may be im osedftc
and arise from or are
necessaryfor the Consultant's performance of the servic this Agreement, and
shall indemnify. defend and hold harmless Citv. its c . emnfilks or agents of Citv.
against City hereunder.
Rancho Palos Verdes the following permits:
i) Rancho Palos Verdes
(1) Busi
(2) Perr
II. Section 1.8,
City shall have the fightl
this Agreement, to order
changes by i
ro,ddeASk.Consultant to
the Consuncorporatin€
of the extra nd/or (ii)
subject to the w approv
III. Section 2.4, I e
is her&v amended as follows:
Vperance of the seryices, without invalidating
ed in the Scope of Services or make
ork. However. no alterations or
l de involving e ui ment that is ordered from and alread
.ch'
k may be undertaken unless a written quote is first
and th Cit provides a written order by the Contract Officer to
erein ny adjustment in (i) the Contract Sum for the actual costs
time to perform this Agreement, which said adjustments are
)f the Consultant.
is hereby amended as follows:
Except as to any charges for work performed or expenses incurred by Consultant which
are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within thirty forty (30 45) days of receipt of Consultant's correct and
undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run
procedures, the City cannot guarantee that payment will occur within this time period.
01203.0001/297744.12
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IV. Section 3.4, Term, is hereby amended to read as follows:
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect t 4i pletio„ of the serviees but not exeeedifig for an
Initial Term of five (5) years from the date the last LPR Camera is installed except as otherwise
provided in the Schedule of Performance (Exhibit "D"). Sixty (60) d4ys prior to the expiration
of the Initial Term and each subsequent Service Period, Consultant will provide City with an
invoice for the Service Fee due for the subsequent twelve (12) month period (each such period, a
will be extended for a Service Period upon City's pUment of that ice Period's Service Fee
which is due 30 days prior to the ex iration of the Initial Term istina Service Period as
the case mgy be. If the City chooses not to make pgMent o e my f the subsequent
twelve 12 month period, all services under this ARreemQ& A cease.
V. Section 4.1, Representatives and Person of Consultant, is +hlLamended as
follows:
For purposes of this Agreement, the foregoing Princip,
responsibilities be substantially reduced by Consultant
City, as long as the Principal(s) continue e employ
VI. Section 4.2, Status of Consultant,
obligate the other in
ie®replaced nor may their
express written approval of
I replace 7rits entirety as follows:
.61FI&Kstomer and of licensor and
iers (,. joint venture or agency
.11 have any authority to enter into
ave no power or authority to bind or
s such authority. i�pressly conferTed
party faiffiv DurnoseldffillsoeverNMIch party hereto represents that it is acting on its own behalf
of Citv. TNIU&er Consfiltant. nor anv of Consultant's
or agents. shall
City's employees. Co tant expressly waives any claim Consultant may have to any such
rights.
VII. Section 4.5, Prohibition Against Subcontracting or Assignment, is hereby amended
as follows:
Therefore, Consultant shall not contract with any other entity to perform in whole or in
part the services required hereunder without the express written approval of the City. Consultant
will subcontract with Black and White Emergency Vehicle for the camera installation work. In
01203.0001/297744.12
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addition, neither the City nor Consultant may transfer, assign, convey, hypothecate or encumber
this Agreement ,
1,<,potheeatea or on,.,,me -oa voluntarily or by operation of law, whether for the benefit of
creditors or otherwise, without the prior written approval of fty the other party.
VIII. Section 5.1, Insurance Coverages, is hereby amended to add the following:
(g) Excess Liability. A policy of excess liability for ><lity overage in excess of
the Commercial Liability in an amount not less than $3,000, occurrence/aggregate.
IX. Section 5.2, General Insurance Requirements is ereby ded to replace all
references to the "City" with the "City of Rancho P r s."
X. Section 5.3, Indemnification, is herebya ed to r lace all refere e "City"
with the "City of Rancho Palos Verdes."
XI. Section 6.1, Records, is hereby amended as foll
Such records shall be maintained riod of three rs following completion of
the services hereunder, and the City shall touch reco the event any audit is
required upon thi 30 da s' advanced wr en n
XII. Section 6.3, Own Document ereby a ded in part as follows:
Except as of 'se limitWbv the langtike below, all drawings, specifications, maps,
designs, photographs, dies, rveys, data, es, computer files, reports, records,
documents and other ma ent nd materials") prepared by Consultant, its
employees, tors gen erformance of this Agreement shall be the
propert anc os Verdes and shall be delivered to City upon request of
the Cact Officer o n the tion of this Agreement, and Consultant shall have
no ai further em ent 7se.,reuse,
dditional compensation as a result of the exercise by
City of its ights of ow hip or assignment of the documents and materials
hereunder. use, reuse assignment of such completed documents for other projects
and/or use o omplet documents without specific written authorization by the
Consultant will be a 's sole risk and without liability to Consultant, and Consultant's
guarantee and Warr shall not extend to such use, reuse or assignment. Consultant may
retain copies of suc ocuments for its own use. Consultant shall have the right to use the
concepts embodied therein. All subcontractors shall provide for assignment to City of any
documents or materials prepared by them, and in the event Consultant fails to secure such
assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover,
Consultant with respect to any documents and materials that may qualify as "works made
01203.0001/297744.12
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for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed
"works made for hire" for the City.
City acknowledges that Software Products contain valuable and proprietary information
of Consultant and City will not disassemble, decompile or reverse engineer any Software
Products to gain access to confidential information of Consultant.
the
materials included as part of the Software Products.
Rights in Software Products. Consultant re7poOntosand warrants that: has title to the
Software and the authority to grant license to u ftware oducts 2 it h e co orate
ower and authori1y and the legal right to grant the lice c m ated by this reement• and
3 it has not and will not enter into agreements and will n e or fail to take action that causes
its legal right or ability to grant such liceAha&to be restricted.
Ownership of LPR Data. Consultan eta> e and ri to Private LPR Data. Cit
retains all rights to LEA LPR Data generatet 1OW& Citv terminate agreement with
Consultant. a cony of all LAINSIM Data izenerlAv the Ci ill be created and provided to the
XIII. Sec 6.4, Conti
Release of Information, is amended to add:
subject to restrictiONS& sWirorth in this Agreement and as provided by DFARS 227.7202-1 a
and 227.7202-3(a) 1 FARS 252.227-7013 c 1 ii Oct 1988 FAR 12.212 a 1995
FAR S7 777-1A nrF S7 T77 (ATT TM ac nnnlicnhla
01203.0001/297744.12
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I
EXHIBIT "C"
SCHEDULE OF COMPENSATION
Initial Service Period.
Task
Bud et
A.
Manufacturing and Shipping of Hardware
$54,960
B.
Installation of ALPR mobile cameraspeed trailejoOk
$0
C. System startup, commissioning, and r ip of mo
ALPR cameraspeed trailers
$54,960
D.
User and Agency Manager traini
In with
7inst ation
E.
Software Support, Warr, my and Maintena
Included with
installation
II. Renewal of
A. Sery
this.
the So
The annual
f current G
be used
Service Fees
■
n of each Se e Fee entitles City to all rights granted under
n out 11 ation, use of the Software Products for the
er nt of CLKs, and access to the updates and
e Products and associated equipment driver software to allow
lu re ain current and enable the best possible performance.
ce Fe e for a particular Service Period is based on the number
tant 1 sued CLK's at the time of Service Fee invoicing, and which
ity in the upcoming Service Period.
for the Initial Term.
A schedule of annual Service Fees for subsequent Service Periods are shown below:
Annual Service Fee Schedule
(multiplied by number of LPR Cameras)
II II Service Fee II $250 II II
01203.0001/297744.12
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Payment of the Service Fee is due thirty (30) days prior to the renewal of the then -
current Service Period. All Service Fees are exclusive of any sales, use, value-
added or other federal, state or local taxes (excluding taxes based on Consultant's
net income) and City agrees to pay any such tax. Servic Fees may increase by no
higher than 4% per year for years after the first year o reement.
B. Price Adjustment. Consultant has the t . crease or decrease the
annual Service Fee from one Service Perio to other; Wed, however, that in
no event will a Service Fee be inAinv
r than the er of 50% of CPI
for Los Angeles in the prior yearsultant intends to a e Service Fee
for a subsequent Service Period,ive Ci notice of the p d increase
on or before the date that ConsultaCe upcomin ervice Period.
C. Extended Warra Consultant an may agree to an Extended
Warran eriod for Hard4Mft to the unava f Hardware Consultant
provides no guarantee that Warran ill be available. Should
-nded Wanty Fee Schedule
by numbe PR Cameras)
$500
III. Wi he bjmayhifted
ounts for each Task, and with the approval of the Contract
Offic from one Task subbudget to another so long as the
Contrac eeded per Section 2.1, unless Additional Services are
approved p8.
IV. The City will Ampensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A. Line items for all materials and equipment properly charged to the Services.
B. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
01203.0001/297744.12
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C. Line items for all approved subcontractor labor, supplies, equipment, materials, and
travel properly charged to the Services.
V. The total compensation for the Services in the Initial Service Period shall not exceed
$ as provided in Section 2.1 of this Agreement.
01203.0001/297744.12
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EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services in accordance with the following schedule:
A. Manufacturing and Shipping of hardware by 45 days after receipt of a Purchase
Order.
B. Installation of ALPR mobile camera speed trailers 60 ys after receipt of a
Purchase Order.
C. System startup and commissioning of ALP bile c speed trailers by 90
days of receipt of a Purchase Order.
D. User and Agency Manager training 0 days receipt of a Pu rder.
E. Software Support, Warranty and Mai s going per t Term of the
Agreement.
i. City will receive cal support b mitting a support ticket to
Consultant's company support we i sending an to Consultant's support
team. Consultant shall respond as s n as ly pos le and in any event no later
than twenty-four (24) hours.
II. Consultant
following d
work products to the City by the
A. Site Specifi days of receipt of a Purchase Order.
Syste p a mmissioning Report by 90 days of receipt of a Purchase
er.
III. Th tract OM may approve extensions for performance of the services in
accor with Sec n 3.2.
01203.0001/297744.12
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