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THIS AGREEMENT ("Agreement") is made and entered into this 15th day of November, <br /> 2011 by and between the City of Rancho Palos Verdes (hereinafter referred to as the <br /> "CITY") and Palos Verdes on the NET, Computer Technology Center, a California nonprofit <br /> public benefit corporation (hereafter referred to as "CONSULTANT"). <br /> IN CONSIDERATION of the covenants hereinafter set forth,the parties hereto agree <br /> as follows: <br /> ARTICLE 1 <br /> SCOPE OF SERVICES <br /> 1.1 Description of CITY'S Information Technology System <br /> The CITY'S information technology system is described in the attached Description of the <br /> CITY'S Information Technology System (see Exhibit "A") which is attached hereto and <br /> incorporated herein by this reference. <br /> 1.2 Description of Services <br /> CONSULTANT shall provide all services necessary to operate and maintain CITY'S <br /> Information Technology System, or any modifications made to it, in accordance with <br /> information technology industry best management practices, in accordance with the <br /> attached Scope of Services (see Exhibit "B") and Service Level Addendum (see Exhibit <br /> "C"), both of which are attached hereto and incorporated herein by this reference. <br /> CONSULTANT shall not be responsible for delay, nor shall CONSULTANT <br /> be responsible for damages or be in default or deemed to be in default by reason of <br /> strikes, lockouts, accidents, or acts of God, or the failure of CITY to furnish timely <br /> information or to approve or disapprove CONSULTANT's work promptly, or delay or faulty <br /> performance by CITY, other consultants/contractors, or governmental agencies, or any <br /> other delays beyond CONSULTANT's control or without CONSULTANT's fault. <br /> 1.3 Use License <br /> CONSULTANT has developed proprietary computer programming codes used in <br /> connection with various software, including, but limited to, Microsoft SQL, Cold Fusion and <br /> Java Script, which are operating on severs owned by CONSULTANT and utilized in the <br /> delivery of services to CITY, including, but not limited to, website services, the Listserver <br /> system, the emergency notification system,the Emergency Incident Management System, <br /> the GIS System and the Inventory Management System. CONSULTANT retains <br /> ownership of such proprietary computer programming codes and grants a user license to <br /> CITY for these codes and programs provided by CONSULTANT during the term of this <br /> Agreement. <br /> ARTICLE 2 <br /> COMPENSATION <br /> Page 1 of 10 <br /> R6876-0001\1407945v1.doc <br />