Vigilant Solutions LLC - FY2019-046 AGREEMENT FOR CONTRACT SERVICES
By and Between
CITY OF RANCHO PALOS VERDES
and
VIGILANT SOLUTIONS, LLC
City of Rancho Palos Verdes
MAR 0 6 2019
City Manager's Office
01203.0006/470920.14
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 17th day of July, 2018 by and between the City of Rancho Palos Verdes, a
California municipal corporation ("City") and Vigilant Solutions, LLC, a Limited Liability
Company ("Consultant"). City and Contractor may be referred to, individually or collectively, as
"Party" or"Parties."
RECITALS
WHEREAS, Consultant designs, develops, licenses and services advanced video analysis
software technologies for the law enforcement and security markets.
WHEREAS, Consultant provides access to license plate data as a value-added component
of Consultant's law enforcement package of License Plate Recognition (LPR) equipment and
software.
WHEREAS, City has previously installed LPR cameras at certain locations through a
joint project with Palos Verdes Peninsula cities.
WHEREAS, City desires enter into an Agreement with Consultant to purchase additional
LPR Cameras and hardware for the Eastview neighborhood and to license from and receive
service for the Software Products.
WHEREAS, Consultant is the sole source provider of the LPR equipment and software.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
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 described herein. Consultant covenants that it shall
follow the highest professional standards in performing the work and services required hereunder
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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, the terms of this
Agreement shall govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 California Labor Law.
If the Scope of Services includes any "public work" or "maintenance work," as those
terms are defined in California Labor Code section 1720 et seq. and California Code of
Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more,
Consultant shall pay prevailing wages for such work and comply with the requirements in
California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws,
including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be
performed under this Agreement is a "public wqrk" as defined in Labor Code Section 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations ("DIR")
implementing such statutes. The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR. Contractor shall post job site notices, as prescribed by
regulation.
(b) Prevailing Wages. Contractor shall pay prevailing wages to the extent
required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request. By initiating any work under this Agreement, Contractor
acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of
the prevailing rate of per diem wages, and Contractor shall post a copy of the same at each job
site where work is performed under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Contractor shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
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Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Contractor or by any subcontractor.
(d) Payroll Records. Contractor shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to:
keep accurate payroll records and verify such records in writing under penalty of perjury, as
specified in Section 1776; certify and make such payroll records available for inspection as
provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Contractor shall comply with and be bound by the provisions
of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8,
Section 200 et seq. concerning the employment of apprentices on public works projects.
Contractor shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall
provide City with a copy of the information submitted to any applicable apprenticeship program.
Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of
its subcontractors shall submit to the City a verified statement of the journeyman and apprentice
hours performed under this Agreement.
(f) Eight-Hour Work Day. Contractor acknowledges that eight (8) hours labor
constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code
Section 1810.
(g) Penalties for Excess Hours. Contractor shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each
worker employed in the performance of this Agreement by the Contractor or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week
in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.
Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of
eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public
work upon compensation for all hours worked in excess of 8 hours per day at not less than one
and one-half(11/2)times the basic rate of pay.
(h) Workers' Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code
Section 1861, Contractor certifies as follows:
"I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract."
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Contractor's Authorized Initials
(i) Contractor's Responsibility for Subcontractors. For every subcontractor
who will perform work under this Agreement, Contractor shall be responsible for such
subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720)
of the California Labor Code, and shall make such compliance a requirement in any contract
with any subcontractor for work under this Agreement. Contractor shall be required to take all
actions necessary to enforce such contractual provisions and ensure subcontractor's compliance,
including without limitation, conducting a review of the certified payroll records of the
subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to
pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take
corrective action to halt or rectify any such failure by any subcontractor.
1.5 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals
as may be required by law for the performance of the services required by this Agreement.
Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest, which may be imposed by law and arise from or are necessary
for the Consultant's performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder.
1.6 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement. If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder. Should the Consultant discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant's risk until written instructions
are received from the Contract Officer.
1.7 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.
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1.8 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.
1.9 Additional Services.
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of
the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred
eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either
separately or cumulatively, must be approved by the City Council. It is expressly understood by
Consultant that the provisions of this Section shall not apply to services specifically set forth in
the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services
to be provided pursuant to the Scope of Services may be more costly or time consuming than
Consultant anticipates and that Consultant shall not be entitled to additional compensation
therefor. City may in its sole and absolute discretion have similar work done by other
contractors. No claims for an increase in the Contract Sum or time for performance shall be valid
unless the procedures established in this Section are followed.
1.10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any
other provisions of this Agreement,the provisions of Exhibit"B" shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the "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 Seventy Nice Thousand Two Hundred
Seventeen Dollars and Forty Five Cents ($179,217.45) (the "Contract Sum"), unless additional
compensation is approved pursuant to Section 1.9.
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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
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 deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice for all work performed
and expenses incurred during the preceding month in a form approved by City's Director of
Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying
compliance with all provisions of the Agreement. The invoice shall detail charges for all
necessary and actual expenses by the following categories: labor (by sub-category), travel,
materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be
detailed by such categories. Consultant shall not invoice City for any duplicate services
performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. 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 forty-five (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. In the
event any charges or expenses are disputed by City, the original invoice shall be returned by City
to Consultant for correction and resubmission. Review and payment by City for any invoice
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant.
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ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
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 Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within ten (10) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant's sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding one (1)
years from the date hereof, except as otherwise provided in the Schedule of Performance
(Exhibit"D").
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant ("Principals") are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith:
Greg Mills
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(Name) (Title)
(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. Additionally, Consultant shall utilize
only competent personnel to perform services pursuant to this Agreement. Consultant shall make
every reasonable effort to maintain the stability and continuity of Consultant's staff and
subcontractors, if any, assigned to perform the services required under this Agreement.
Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any,
assigned to perform the services required under this Agreement, prior to and during any such
performance.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant's officers, employees, or agents are in any manner officials, officers,
employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may
have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be Gabriella Yap, Deputy City Manager. It shall be the
Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of
the performance of the services and the Consultant shall refer any decisions which must be made
by City to the Contract Officer. Unless otherwise specified herein, any approval of City required
hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have
authority, if specified in writing by the City Manager, to sign all documents on behalf of the City
required hereunder to carry out the terms of this Agreement.
4.4 Independent Consultant.
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,
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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 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 benefit of creditors or otherwise,
without the prior written approval of City. Transfers restricted hereunder shall include the
transfer to any person or group of persons acting in concert of more than twenty five percent
(25%) of the present ownership and/or control of Consultant, taking all transfers into account on
a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy
proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or
any surety of Consultant of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
Without limiting Consultant's indemnification of City, and prior to commencement of
any services under this Agreement, Consultant shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and amounts
described below and in a form satisfactory to City.
(a) General liability insurance. Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01,
in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
injury, personal injury, and property damage. The policy must include contractual liability that
has not been amended. Any endorsement restricting standard ISO "insured contract" language
will not be accepted.
(b) Automobile liability insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Consultant arising out of or in connection with
Services to be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident.
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(c) Professional liability (errors & omissions) insurance. Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of$1,000,000 per claim and in the aggregate. Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement.
(d) Workers' compensation insurance. Consultant shall maintain Workers'
Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at
least$1,000,000).
(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".
5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers' compensation. Insurance certificates and endorsements must be
approved by City's Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
(b) Duration of coverage. Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the Services hereunder
by Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it. The limits of insurance required herein may be satisfied by a combination
of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or
be endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City's own insurance or self-insurance shall
be called upon to protect it as a named insured.
(d) City's rights of enforcement. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain the insurance it deems necessary and any premium
paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient
to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
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(e) Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by
the City's Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for
nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each
required coverage.
(j) Additional insured status. General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies. This provision shall also apply to any
excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
(1) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant's insurance shall apply separately to each insured
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against whom claim is made or suit is brought, except with respect to the insurer's limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
(n) Agency's right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant ninety (90) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant's compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
(p) Timely notice of claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant's performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies.
(q) Additional insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein"claims
or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or
indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors'
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
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01203.0006/470920.14
(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;
(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 not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City's negligence,
except that design professionals' indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
ARTICLE 6. RECORDS, REPORTS,AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the "books and records"), as
shall be necessary to perform 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
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01203.0006/470920.14
cooperate with the City in 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 services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the "documents and materials")
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Consultant will be at the
City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties
shall not extend to such use, reuse or assignment. Consultant may retain copies of such
documents 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 for hire" as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed "works made for hire"for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already 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
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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.
(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 attorney's 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 obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default. Instead, the City may give notice to Consultant of the default and the
reasons for the default. The notice shall include the timeframe in which Consultant may cure the
default. This timeframe is presumptively thirty (30) days, but may be extended, though not
reduced, if circumstances warrant. During the period of time that Consultant is in default, the
City shall hold all invoices and shall, when the default is cured, proceed with payment on the
invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the
outstanding invoices during the period of default. If Consultant does not cure the default, the
City may take necessary steps to terminate this Agreement under this Article. Any failure on the
part of the City to give notice of the Consultant'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.
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01203.0006/470920.14
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
obligation under this Agreement. In the event that any claim is made by a third party, 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, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Liquidated Damages.
Since the determination of actual damages for any delay in performance of this
Agreement would be extremely difficult or impractical to determine in the event of a breach of
this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the
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01203.0006/470920.14
sum of Five Hundred Dollars ($500) as liquidated damages for each working day of delay in the
performance of any service required hereunder. The City may withhold from any monies payable
on account of services performed by the Contractor any accrued liquidated damages.
7.8 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without 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
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 party need not provide the non-terminating party with the
opportunity to cure pursuant to Section 7.2.
7.9 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 Section 7.2, take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages), and City may withhold any payments to the Consultant for the purpose of set-off
or partial payment of the amounts owed the City as previously stated.
7.10 Attorneys' Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's
fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
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ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants 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.
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, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys' fees,
incurred by City.
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01203.0006/470920.14
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
Manager and to the attention of the Contract Officer (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in
the case of the Consultant, to the person(s) at the address designated on the execution page of
this Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
seventy-two (72) hours from the time of mailing if mailed as provided in this Section.
9.2 Interpretation.
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.
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, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
the City Council. The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless.
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01203.0006/470920.14
9.6 Warranty& Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
"financial interest" shall be consistent with State law and shall not include interests found to be
"remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration,
or other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion 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
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that(i) such
party 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) that 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 PAGE]
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01203.0006/470920.14
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
CITY:
CITY OF RAN 0 PALOS VERDES, a
municipal corp , 1)n
IIPir ii 110 —A L
May.
AT\ST:
1111MAIII" ik
MEP
APPROVED AS TO FORM:
ALESHIRE & WYNDER,LLP
W.
City Attorney
CONSULTANT:
VIGILANT SOLUTIONS, LLC
By: g, .-.L '7
Name: Bill Quinlan
Title: Vice President Sales Operation
By: S4—, C--;_7 _
Name: Steven Cintron
Title: Treasurer
Address: 1152 Stealth Street
Livermore, CA 94551
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.
-21-
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
ALA-144,-P46
COUNTY OF LOS ANGELES
On i U4 y , 2019 before me,di 4 -P. Soukpers'onally appearedbXa_��►-�./L�,�,✓ proved to me on
the basis of satisfactory evidence to be the person()whose names(i'is/afe subscribed to the within instrument and
acknowledged to me that he/skefthey executed the same in his/her eir authorized capacity(] j, and that by
his/hor/thcir signature on the instrument the person, or the entity upon behalf of which the persons acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct. �nnuuuunaunuuunuumnnnmunnnuuunnunuuunnuunumtL
VIMAL P.SOLANKI
WITNESS my hand and official seal. , Commission#2119115
g�� y�••;� Notary Public-California
Signature:
� � Alameda County
_ /= _ ` ��.
My Comm.Expires Aug 8,2019 =_
/, ,C-.0e3-04,4F—AriIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIiliI IIIIl r.
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
CO ORATE OFFICER A6.(20-441-6,"r { et...-emrfe-T—seekeresli
i/
>gtti 6-Pcpe rs•e TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S) f
El GUARDIAN/CONSERVATOR • /YAW ?
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING: STEIN
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203.0006/470920.14
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-r OS 4146E F
tom_
On )44AgH Lj, 2019 before me,� - .4'4,pctrsonapeared- d e7,-0,—( proved to me on
the basis of satisfactory evidence to be the person whose names(y'f is/ace subscribed to the within instrument and
acknowledged to me that he/s4ithltey executed the same in his/her-414er authorized capacity(j$f, and that by
his/hcn'the
signature/on the instrument the persong or the entity upon behalf of which the person/acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct. iIuIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIiIIIIIIIIIIliuui111tIIIIIIIiIIiI1111IIIlIIIIIIIiIIIL
VIMAL P.SOLANKI
WITNESS my hand a official seal. Commission#2119115
/�� � * Notary Public-California
Signature: � �� Alameda County
• . My Comm.Expires Aug 8,2019
�,�yc�� r, j7" �1I1111111111111111111111111111iIIIIIIIIIIIIIIIIIIIIiIIIiIIIIIIIIIIIIIIIIIIIIIIIIIIilllilr.
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ DIVIDUAL
CORPORATE OFFICER A t�u rir /-49+t14r Sc.,ezeraas
1-14A €-L&. TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED '/2-
0 GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S) / /
I=1GUARDIAN/CONSERVATOR ,3 l i ( W G( /
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203.0006/470920.14
EXHIBIT "A"
SCOPE OF WORK
I. Consultant will provide ALPR cameras and related infrastructure to City, will
install the cameras and infrastructure, and provide hardware and software
maintenance (the "Services").
A. Hardware Purchase. Manufacturing and shipping of 10 Automated License
Plate Recognition (ALPR cameras) and 5 poles. (See Exhibit C-1 for technical
specifications.)
B. Installation. of 10 Automated License Plate Recognition (ALPR) fixed cameras
on 5 poles.
i. Installation will include installation of cameras on new poles that will be
added by City at select locations.
ii. System startup and commissioning of fixed ALPR cameras.
iii. User and Agency Manager training.
C. Software License. Consultant hereby grants City an Enterprise License to the
Software Products for the Term provided in Section 3.4 of this Agreement
D. Software Support, Warranty, and Maintenance.
i. City will receive technical support by submitting a support ticket to
Consultant's support website or by sending an email to Consultant's
support team.
ii. Updates, patches, and bug fixes of the Software Products will be made
available to City at no additional charge.
iii. Consultant will provide Software Products support to City's Technical
Support Agents through e-mail, fax, and telephone.
iv. Basic LPR Service Package.
1. Consultant Managed/Hosted LPR server LEARN Account
2. Access to all Consultant Software including all upgrades and
updates
3. Unlimited user licensing for the following applications:
a. LEARN, CarDetector and TAS
01203.0006/470920.14 A-1
b. Mobile Companion
v. Camera License Keys (CLKs). City is entitled to use of the Software
Products during the term of this Agreement to set up and install the
Software Products on an unlimited number of media centers within City's
agencies in accordance with selected Service Options. As a City installs
additional units of the Software Products and connects them to LPR
cameras, City is required to obtain a CLK for each camera installed and
considered in active service. A CLK can be obtained by a City by going to
Contractor's support website and completing the online request form to
Contractor's technical support staff. Within two (2) business days of a
City's application for a CLK, City's Technical Support Agent will receive
the requested CLK that is set to expire on the last day of the Initial Term
or the then-current Service Period, as the case may be.
E. Hardware maintenance. Consultant will provide hardware maintenance in
conformance with the warranty provisions of Article 10 of the Agreement (see
Exhibit B).
II. All work 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.
III.During installation, Consultant shall provide safe and continuous passage for
pedestrian and vehicular traffic in accordance with the Work Area Traffic
Control Handbook(WATCH), latest edition.
IV.As part of the Services, Consultant will prepare and deliver the following tangible
work product to the City:
A. 10 ALPR fixed cameras and associated hardware and software.
V. In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City apprised of the status of performance by delivering
the following status reports:
A. Site Specific Preparation Sheet- Provides pertinent system planning information
required for the deployment of our fixed ALPR systems.
B. System Startup and Commissioning Report - System Commissioning is a
systematic process of ensuring that City's Vigilant Solutions ALPR system
performs interactively according to the design intent and the end-user's
operational needs. The process provides City with a periodic commissioning
report consisting of sample images to ensure the camera is working within
parameters.
01203.0006/470920.14 A-2
VI.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.
VII. Consultant will utilize the following personnel to accomplish the Services:
A. Jacques Lilavois
B. Electrician from subcontractor Bear Electrical, TBD
C. Greg Mills
01203.0006/470920.14 A-3
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
All new text is marked in bold italics and deleted text is marked in strikethfeugh.
Section 1.5,Licenses, Permits, Fees and Assessments, is hereby amended as follows:
1.5 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals
as may be required by law for the performance of the services required by this Agreement.
Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest, which may be imposed by law and arise from or are necessary
for the Consultant's performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder.
Notwithstanding the foregoing, Consultant shall only be required to obtain from the
City the following permits:
• Rancho Palos Verdes Business License ($384 for Contractors and $190 for
Subcontractors) A State fee for Certified Disability access Specialist Program of$4 is
also required for each license.
• Permit (no fee) — all required permits, including Encroachment and Electrical. Traffic
Control required if Encroaching on Western Ave.
• Trust Deposit in order to cover Inspections
Section 1.8,Additional Services, is hereby amended as follows:
1.8 Additional Services.
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work. However, no alterations or
deductions from said work shall be made involving equipment that is ordered from and
already delivered by Consultant. No such extra work may be undertaken unless a written quote
is first provided by Consultant to City and then City provides a written order by the Contract
Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the
actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said
adjustments are subject to the written approval of the Consultant.
01203.0006/470920.14 B-1
Section 3.2, Term, is hereby amended as follows:
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding one (1)
five (5) years from the date hereof (the "Initial Term"), except as otherwise provided in the
Schedule of Performance (Exhibit "D"). Sixty (60) days 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 Service Period. This Agreement and the Enterprise
License granted under this Agreement will be extended for a Service Period upon City's
payment of that Service Period's Service Fee, which is due thirty (30) days prior to the
expiration of the Initial Term or the existing Service Period, as the case may be. If the City
chooses not to make payment on the invoice for the subsequent Service Period, this Agreement
and all services and licenses under this Agreement will terminate at the end of the then-
current term or service period.
Section 4.1, Representatives and Personnel of Consultant, is hereby amended as follows:
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant ("Principals") are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith:
Greg Mills
(Name) (Title)
(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, as long s the Principal(s) continue
to be employed by Consultant. Additionally, Consultant shall utilize only competent personnel to
perform services pursuant to this Agreement. Consultant shall make every reasonable effort to
maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to
perform the services required under this Agreement. Consultant shall notify City of any changes
01203.0006/470920.14 B-2
in Consultant's staff and subcontractors, if any, assigned to perform the services required under
this Agreement, prior to and during any such performance.
Section 4.5, Prohibition Against Subcontracting or Assignment, is hereby amended as
follows:
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. Consultant will subcontract
with Bear Electrical for the electrical work. 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 benefit of creditors or otherwise, without the prior written
approval of City. Transfers restricted hereunder shall include the transfer to any person or group
of persons acting in concert of more than twenty five percent (25%) of the present ownership
and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event
of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be
void. No approved transfer shall release the Consultant or any surety of Consultant of any
liability hereunder without the express consent of City.
Section 5.1, Insurance Coverages, is hereby amended to add the following:
5.1 Insurance Coverages.
[...]
(g) Excess Liability.A policy of excess liability for liability coverage in excess of the
Commercial Liability in an amount not less than $3,000,000 per occurrence/aggregate.
Section 5.3, Indemnification, is amended to read as follow:
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein"claims
or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
01203.0006/470920.14 B-3
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or
indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors'
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Provided that the Indemnified Party has provided timely notice to
Consultant and cooperates in the defense of the action, Consultant will defend any action or
actions filed in connection with any of said claims or liabilities. and will pay all costs and
- . - , •- .. _ : - ' -- •- .. - . . . • . ' •; Consultant
shall have sole control over the defense and settlement of any indemnified claim,provided that
the selection of defense counsel and the terms of any settlement are subject to the reasonable
approval of the City, which may not be unreasonably withheld.Any Indemnified Party shall be
entitled to participate in the defense of such claim at its own expense, and with counsel of its
own choosing.
(b) Provided that the Indemnified Party has provided timely notice to
Consultant and has cooperated in the defense of the action, 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;
(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, the City agrees to promptly notify Consultant
and Consultant agrees to defend such claim 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
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 not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City's negligence,
except that design professionals' indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
01203.0006/470920.14 B-4
Section 6.3, Ownership of Documents, is hereby amended as follows:
6.3 Ownership of Documents.
(a) Except as otherwise limited by the language below, Allall drawings,
specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports,
records, documents and other materials (the "documents and materials") prepared by Consultant,
its employees, subcontractors and agents in the performance of this Agreement shall be the
property of City and shall be delivered to City upon request of the Contract Officer or upon the
termination of this Agreement, and Consultant shall have no claim for further employment or
additional compensation as a result of the exercise by City of its full rights of ownership use,
reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of
such completed documents for other projects and/or use of uncompleted documents without
specific written authorization by the Consultant will be at the City's sole risk and without
liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use,
reuse or assignment. Consultant may retain copies of such documents 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 for hire" as defined in 17 U.S.C. § 101, such documents and materials are
hereby deemed"works made for hire" for the City.
(b) Ownership of Software Products. The Software Products are copyrighted by
Consultant and remain the property of Consultant. The license granted under this Agreement
is not a sale of the Software Products or any copy thereof City owns the physical media on
which the Software Products are installed, but Consultant retains title and ownership of the
Software Products and all other materials included as part of the Software Products.
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 or proprietary information of Consultant.
(c) Rights in Software Products. Consultant represents and warrants that: (1) it has
title to the Software and the authority to grant license to use the Software Products; (2) it has
the corporate power and authority and the legal right to grant the licenses contemplated by
this Agreement; and (3) it has not and will not enter into agreements and will not take or fail
to take action that causes its legal right or ability to grant such licenses to be restricted.
(d) Ownership of LPR Data. Consultant retains all title and rights to Commercial
LPR Data. City retains all rights to LEA LPR Data generated by the City. Should City
terminate this Agreement, a copy of all LEA LPR Data generated by the City will be created
and provided to the City. After the copy is created, all LEA LPR Data generated by the City
will be deleted from LEARN at the written request of an authorized representative of the City.
01203.0006/470920.14 B-5
Subsections (e) and (f) of Section 6.4, Confidentiality and Release of Information, are added
as follows:
(e) Any use, copy or disclosure of Software Products by the U.S. Government is
subject to restrictions as set forth in this Agreement and as provided by DFARS 227.7202-1(a)
and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (Oct 1988), FAR 12.212(a)(1995),
FAR 52.227-19, or FAR 52.227(ALT III), as applicable.
(f) 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.
Section 7.7,Liquidated Damages, is deleted in its entirety.
Section 7.8, Termination Prior to Expiration of Term, is amended as follows:
7.8 Termination Prior to Expiration of Term
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without 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 without fault of the City, 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 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. Notwithstanding
any language in this Agreement to the contrary, the City shall not be entitled to a refund of any
Service Fees in the event this Agreement is terminated prior to the expiration of the Initial Term
or any subsequent service period except as set forth below. In the event of termination without
cause pursuant to this Section, the terminating party need not provide the non-terminating party
with the opportunity to cure pursuant to Section 7.2. All licenses granted to the City by
Consultant shall immediately terminate upon termination of this Agreement, provided that if
Consultant initiates termination without fault of the City, or the City initiates termination due
to the fault of Consultant, (a) the City's license for CarDetector software (and the terms of this
Agreement applicable to such license) shall remain in effect for the remainder of the then-
current term as if the Agreement had not been terminated, and (b) Consultant shall continue
01203.0006/470920.14 B-6
to provide access to LEARN for at least ninety (90) days following the notice of termination
and the City shall be entitled to a pro rata refund of the applicable Service Fees attributable to
LEARN access as set forth on Exhibit Cfor the remainder of the then-current term.
Section 7.9, Termination for Default of Consultant, is deleted in its entirety.
Section 9.4,Integration; Amendment, in amended as follows:
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties with regard to the subject matter hereof 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,
agreements and understandings, if any, between the parties, and none shall be used to interpret
this Agreement. No amendment to or modification of this Agreement shall be valid unless made
in writing and approved by the Consultant and by the City Council. The parties agree that this
requirement for written modifications cannot be waived and that any attempted waiver shall be
void. This Agreement does not replace any prior agreements of the Parties covering other
installations.
ARTICLE 10. SOFTWARE LICENSE AND HARDWARE LIMITED WARRANTY, is
hereby added as follows:
10.1 Enterprise License Grant;Duplication and Distribution Rights.
(a) This Agreement allows City to install the Software Products on an unlimited
number of devices, in accordance with the selected Service Package(s), and allow benefits of
all rights granted hereunder.
(b) Subject to the terms and conditions of this Agreement, Consultant hereby
grants City an Enterprise License to the Software Products for the Term provided in Section
3.4 of this Agreement. Except as expressly permitted by this Agreement, City or any third party
acting on behalf of City shall not copy, modem, distribute, loan, lease, resell, sublicense or
otherwise transfer any right in the Software Products. Except as expressly permitted by this
Agreement, no other rights are granted by implication, estoppels or otherwise. City shall not
eliminate, bypass, or in any way alter the copyright screen (also known as the "splash"screen)
that may appear when Software Products are first started on any computer. Any use or
redistribution of Software Products in a manner not explicitly stated in this Agreement, or not
agreed to in writing by Consultant, is strictly prohibited. This Enterprise License authorizes
City to share Software Product and data with the Los Angeles County Sheriff's Department,
01203.0006/470920.14 B-7
pursuant to LASD's own enterprise license. Consultant acknowledges that City has no control
over LASD or its use of the Software Products.
(c) In the event that LASD's enterprise license expires or is terminated for any
reason, Consultant will notify the City in writing forthwith and City will, upon receipt of the
notice, immediately cease sharing Software Products and data with LASD.
10.2 Warranty and Disclaimer; Infringement Protection; Use of Software
Products Interface.
(a) Warranty Policy and Disclaimer (Hardware). This policy warrants Hardware
distributed by Consultant 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 between Consultant and LASD. The purchasing documents are
attached hereto in Exhibit B-1, and incorporated by reference.
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 by
Consultant is limited to only Hardware provided by Consultant. City must contact the place of
purchase or the system manufacturer directly for warranty service.
There are no warranties which extend beyond the face of the limited warranty.
Consultant disclaims all other warranties, express or implied, regarding the Hardware,
including implied warranties of merchantability, fitness for a particular purpose, or non-
infringement. In the United States, some states do not allow the exclusion of implied
warranties, so the above exclusion may not apply.
(i) Limitation of Warranty. Consultant may elect which remedy or
combination of remedies to provide in its sole discretion. Consultant shall have a reasonable
time after determining that defective Hardware exists to repair or replace such defective
Hardware. Consultant's replacement Hardware under its limited warranty will be
manufactured from new and/or serviceable used or re-certified parts. Consultant's warranty
applies to repaired or replaced Hardware for the balance of the applicable period of the
original warranty. Consultant's warranty does not cover Hardware which has been received
from the City by Consultant improperly packaged, altered, or physically damaged. All
Hardware is subject to Consultant inspection upon receipt.
(ii) Recertified Hardware. Consultant recertified Hardware may consist of
customer return units and may be repaired. All replacement Hardware components are tested
and determined to meet Consultant's stringent quality standards before they are sold or
01203.0006/470920.14 B-8
replaced as re- certified. Please note that some re-certified items may have marks, scratches,
or other slight signs of wear. All recertified Hardware carries a manufacturer's limited
warranty throughout the extended warranty period as measured from the original date of
purchase.
(iii) 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-
requestform). If Consultant determines 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. 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.
(iv) 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).
(v) No Consequential or Other Damages. Notwithstanding anything else in
this policy or otherwise, Consultant will not be liable with respect to the Hardware under any
contract, negligence, strict liability or other legal or equitable theory for any consequential,
punitive, incidental or special damages. These include loss of recorded data, interruption of
use, the cost of recovery of lost data, lost profits and the cost of installation, or removal of any
Hardware, the installation of replacement Hardware, and any inspection, testing, or redesign
caused by any defect or by the repair or replacement of Hardware arising from a defect in any
Hardware. This section does not limit liability for bodily injury of a person. In the United
States, some states do not allow exclusion for limitation if incidental or consequential
damages, so the limitation above may not apply to City. This warranty gives City specific legal
rights, and you may also have other rights which may vary from state to state.
(vi) Use of Hardware. Consultant's limited extended warranty shall not
apply to the following:
• Hardware not sold by Consultant or one of its distribution partners;
• Hardware found to be stolen from Consultant;
• Asserted defect(s)found to not be present;
• Asserted defect(s) cannot reasonably be fixed because of damage which
occurred when the Hardware was in possession of someone other than Consultant or
Consultant's agent;
• Asserted defect(s) are attributable to misuse, improper installation by someone
other than Consultant or Consultant's agent, or, alteration (including removing or
obliterating labels and opening or removing external covers unless authorized to do so by
Consultant or authorized Consultant agent);
01203.0006/470920.14 B-9
• 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)
(v) 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-INFRINGEMENT, FITNESS
FOR A PARTICULAR PURPOSE, DATA ACCURACY, SYSTEM INTEGRATION, OR
QUIET ENJOYMENT, OR ANY IMPLIED WARRANTIES ARISING FROM USAGE OF
TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, VIGILANT IS NOT
RESPONSIBLE FOR ANY INCOMPATIBILITY OF THE SOFTWARE WITH
HARDWARE NOT PROVIDED BY VIGILANT. VIGILANT DOES NOT WARRANT THAT
VIGILANT SOFTWARE SUPPLIED UNDER THIS AGREEMENT WILL OPERATE
WITHOUT INTERRUPTION OR BE ERROR FREE. VIGILANT DOES NOT MAKE ANY
REPRESENTATIONS OR WARRANTIES AS TO THE FUTURE SUCCESS OF THE
VIGILANT HARDWARE OR THE VOLUME OF ANY PURCHASES THAT MAY BE
MADE UNDER THIS AGREEMENT. TO THE EXTENT THAT VIGILANT MAY NOT
DISCLAIM ANY WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND
DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER
SUCH LAW.
(b) Warranty and Disclaimer (Software Products). Consultant warrants that the
Software Products will be free from all Significant Defects during the lesser of the term of this
Agreement(the "Warranty Period") or five (5)years. "Significant Defect"means a defect in a
Software Product that impedes the primary function of the Software Product. This warranty
does not include products not manufactured by Consultant. Consultant will repair or replace
any Software Product with a Significant Defect during the Warranty Period; provided,
however, if Consultant cannot substantially correct a Significant Defect in a commercially
reasonable manner, City may terminate this Agreement and Consultant shall refund to City an
amount calculated by multiplying the total amount of Service Fees paid by City for the then-
current Service Period by the percentage resulting from dividing the number of days
remaining in the then-current Service Period, by 365. The foregoing remedies are City's
exclusive remedy for defects in the Software Product. Consultant shall 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.
01203.0006/470920.14 B-10
(c) Infringement Protection. If an infringement claim is made against City by a
third party in a court of competent jurisdiction regarding City's 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's 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 infringing
portion; (2) replace such infringing portion with a non-infringing portion providing
equivalent functionality; or (3) modify the infringing portion so as to eliminate the
infringement while providing equivalent functionality. Consultant shall not charge Service
Fees during the period of enjoinment until one of the options is implemented.
10.3 Data Sharing
If the City is a generator as well as a consumer of LPR Data, the 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.
ARTICLE 11. DEFINITIONS, is hereby added as follows:
The following definitions apply to this Agreement.
"Agency Manager"shall have the same meaning a City's Contract Officer.
"CLK"or "Camera License Key"means an electronic key that will permit each license
of Consultant's CarDetector brand LPR software or Line Up brand facial recognition software
(one CLK per camera) to be used with other Consultant LPR hardware components and
Software Products.
"Enterprise License" means a non-exclusive, non-transferable license to install and
operate the Software Products, on any applicable media, without quantity or limitation.
"Extended Warranty" refers to the extended warranty attached hereto as part of
Exhibit `B-1."
"Hardware" means Consultant's License Plate Recognition Cameras,
Communications Boxes, Steel Poles, Specialty Utility Boxes and required ancillary
components.
"LEA"refers to a Law Enforcement Agency.
"LEA LPR Data"refers to LPR data collected by LEAs and available on LEARN for
use by other LEAs. LEA LPR Data is freely available to LEAs at no cost and is governed by
the contributing LEA's retention policy.
"LEARN" refers to Consultant's Law Enforcement Archival & Reporting Network
Software Product.
01203.0006/470920.14 B-1 1
"Commercial LPR Data" refers to LPR data collected by private commercial sources
and available on LEARN with a paid subscription.
"Service Package"means the City designated service option(s) which defines the extent
of use of the Software Products, in conjunction with any service and/or benefits therein
granted as rights hereunder this Agreement, as fully articulated in Exhibit "A".
"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.
"Software Products" means Consultant's Law Enforcement & Security suite of
Software Products including CarDetector, Law Enforcement Archival & Reporting Network
(LEARN), Mobile Companion for Smartphones, Target Alert Service (TAS) server/client
alerting package, FaceSearch, LineUp and other software applications considered by
Consultant to be applicable for the benefit of law enforcement and security practices.
"Technical Support Agents" means Sergeant John Gaw, LASD, Technology and
Support Division (TSD), Communications and Fleet Management Bureau (CFMB),Advanced
Surveillance and Protection Unit (ASAP,) who shall be responsible for administering the
Software Products and acting as City's Software Products support contact.
"User"means the City of Rancho Palos Verdes.
"User License" means a non-exclusive, non-transferable license to install and operate
the Software Products, on any applicable media, limited to a single licensee.
01203.0006/470920.14 B-12
EXHIBIT "C"
SCHEDULE OF COMPENSATION
Contractor shall perform all work at the rates listed below:
A. Purchase of Equipment, Installation and Commissioning, and Initial Term
(Service Fee included), payment to be made 80% upon shipment and 20% upon
acceptance.
Qty Item# Description
(5) VSF-075-H-RE with 2 Fixed Camera Reaper With Installation
Installation*Bundle • 2 75mm Reaper fixed camera and Comms Box with GX450 and Camera Cable
• 5-year CLKs(Basic/Standard)
• 5-years of warranty
• Vigilant Travel
• Mounting Bracket
• Installation and commissioning of 2 cameras and 1 communications box.
Subtotal Price (Excluding sales tax) $163,540.00
*Installation does not include addition of new poles or mast arms.
Qty Item# Description
(10) VS-SHP-02 Vigilant Shipping&Handling Charges
• Applies to each fixed camera LPR System
• Shipping Method is FOB Shipping
Subtotal Price (Excluding sales tax) $550.00
Qty Item# Description
(1) Tax Tax on hardware at 9.25%
Subtotal Price $15,127.45
Total Price $179,217.45
B. Renewal of Service Period.
1. Service Fee. Payment of each Service Fee entitles City to all rights granted under
this Agreement, including without limitation, use of the Software Products for the
relevant Service Period, replacement of CLKs, and access to the updates and
01203.0006/470920.14 C-1
releases of the Software Products and associated equipment driver software to
allow the Software Products to remain current and enable the best possible
performance. The annual Service Fee due for a particular Service Period is based
on the number of current Consultant issued CLK's at the time of Service Fee
invoicing, and which will be used by City in the upcoming Service Period.
A schedule of annual Service Fees for subsequent Service Periods are shown
below:
Annual Service Fee Schedule
(multiplied by number of LPR Cameras)
Service Fee $250 x5 $1,250
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. Service Fees may increase by no
higher than 4%per year for Service Periods subsequent to the Initial Term.
3. Extended Warranty. Consultant and City may agree to an Extended Warranty
period for Hardware. Due to the unavailability of Hardware, Consultant provides
no guarantee that an Extended Warranty will be available. Should Consultant and
City agree to the Extended Warranty, the annual fees are as follows:
Annual Extended Warranty Fee Schedule
(multiplied by number of LPR Cameras)
Camera Warranty $500 x 5 $2,500
II. A retention of five percent (5%) shall be held from each payment as a contract
retention to be paid as part of the final payment upon satisfactory completion of
services.
NOT APPLICABLE.
III. Within the budgeted amounts for each item on the Bid Sheet, and with the approval
of the Contract Officer, funds may be shifted from one item's subbudget to another
so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Work
is approved per Section 1.9.
01203.0006/470920.14 C-2
IV. The City will compensate 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.
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 Term shall not exceed
$179,217.45 as provided in Section 2.1 of this Agreement.
VI. Pro Rata Refund of Service Fee in the event of early termination of the Agreement
initiated by, or due to the fault of, Consultant.
1. During Initial Term. If Consultant initiates termination of the Agreement, or the
City initiates termination due to the fault of Consultant, during the initial term, the
City shall be entitled to a refund of the Service Fees calculated as follows as of
the termination date:
Number of months remaining in teim/60 * $12,500 .
01203.0006/470920.14 C-3
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
Contractor shall perform all work timely in accordance with the following schedule:
A. Manufacturing and Shipping of hardware within 45 days after receipt of a
Purchase Order.
B. Installation of ALPR fixed cameras within 30 days of City's Notice to Proceed..
C. System startup and commissioning of fixed and mobile ALPR cameras within 30
days of City's Notice to Proceed.
D. User and Agency Manager training within 30 days of City's Notice to Proceed.
E. Software Support, Warranty and Maintenance is ongoing per the Term of the
Agreement. City will receive technical support by submitting a support ticket to
Consultant's company support website or by sending an email to Consultant's
support team. Consultant shall respond as soon as reasonably possible and in any
event no later than twenty-four(24) hours.
II. Contractor shall deliver the following tangible work products to the City by the
following dates.
A. Site Specific Preparation Sheet by 30 days of receipt of a Purchase Order.
B. System Startup and Commissioning Report by 90 days of receipt of a Purchase
Order.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
01203.0006/470920.14 D-1