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Vigilant Solutions LLC - FY2017-024 • CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and VIGILANT SOLUTIONS, LLC - 1 - 01203.0001/297744.12 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 2nd day of McLy , 2017 by and between the City of Rancho Palos Verdes, a California municipal corporation ("City") and Vigilant Solutions, LLC, ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties". RECITALS WHEREAS,the City Rancho Palos Verdes (the "City")have entered into a Memorandum of Understanding ("MOU") to obtain License Plate Recognition ("LPR") Cameras and Software Products. WHEREAS, the City of Rancho Palos Verdes contracts with the Los Angeles County Sheriff's Department for peace officer services. WHEREAS, the City desires to grant access to the LPR Data to the Los Angeles County Sheriff's Department. 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 the Consultant law enforcement package of license plate recognition equipment and software. WHEREAS, as authorized by the MOU, City desires to enter into an Agreement with Consultant to purchase LPR Cameras and hardware and to license from and receive service for the Software Products. 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 - 2 - 01203.0001/297744 12 described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement,the phrase"highest professional standards" shall mean those standards of practice recognized by one or more first- class firms performing similar work under similar circumstances. 1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement,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 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. 1.5 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. 1.6 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment,materials,papers, documents,plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. - 3 - 01203.0001/297744.12 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the 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. 1.9 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 Nine Thousand Nine Hundred Twenty($109,920.00)(the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant's rates as -4 - 01203.0001/297744.12 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. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. - 5 - 01203.0001/297744.12 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 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: Kris Robinson Sales Director (Name) (Title) Jacques Lilavois _ Retention Manager (Name) (Title) - 6 - 01203.0001/297744 12 (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, or such person as may be designated by the 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, 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 - 7 - 01203.0001/297744.12 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. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (a) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than$1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased,hired cars and any automobile. (d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a"claims made"basis,and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services - 8 - 01203.0001/297744 12 performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit"B". 5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled,the Consultant shall,prior to the cancellation date,submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete,certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following "cancellation" notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Consultant Initials - 9 - 01203.0001/297744.12 City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs;products and completed operations of Consultant;premises owned,occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as provided in Section 5.3. In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City. 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: (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; - 10 - 01203.0001/297744.12 (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. 5.4 Sufficiency of Insurer. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated"A" or better in the most recent edition of Best Rating Guide,The Key Rating Guide or in the Federal Register,and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager. 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 cooperate with the City in - 11 - 01203.0001/297744.12 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 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. - 12 - 01203.0001/297744.12 (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no 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. 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 - 13 - 01203.0001/297744 12 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 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 - 14 - 01203.0001/297744.12 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. 7.8 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may,after compliance with the provisions of 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. 7.9 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. 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. - 15 - 01203.0001/297744.12 No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, 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.A. §§ 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. 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., 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. - 16 - 01203.0001/297744.12 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, 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. 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. /k - 17 - 01203.0001/297744.12 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) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] - 18 - 01203.0001/297744.12 IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation / , Mayor Aink 411111110 City Clerk APPRO • 1 AS TO FORM: ALESHIRE & WYNDER, LLP ifir if, A David J. Alesh , ity Attorney CONSULTANT: V%)tik - p[v-t(01AS (UG By: C- Name: 54-e----e, C c. Title: Gro By: ame:-gt.k,l (.4 h Title: Via. i yes i-'e Address: 20Z( L45 o5(kc69urJ-1i3O L J,//./wcore. 1 CQ 1U5 S( Two corporate officer signatures required when Consultant is a corporation,with one signature required from each of the following groups: 1)Chairman of the Board,President or any Vice President;and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. - 19 - 01203.0001/297744 12 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA At�q�.trF I COUNTY OF ��JJ /,`J On WLL- S , G bef�me,vrrtt s�L 15` pe?so eared,5T(4 Ems! G• d to me on the basis of satisfactory evidence to be the person whose nameske5 is/a€e-subscribed to the within instrument and acknowledged to me that he/alleAthey executed the same in his/hor/thcir authorized capacityesrf, and that by his/he,keir signature on the instrument the personX, 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. JIIIIIIIlIIIIIItilllillll11llllllllllllllllfllHlullil11111IIIiIIIIiIIIIIIiIIIIIIIIIiIL VIMAL P.SOLANKI WITNESS my hand an official seal. 7 , Commission#2119115 �a� c � Notary Public-California 7(7 _ " Alameda CountySignature: �eC= My Comm.Expires Aug 8,2019 / lilitlltitllHiiii!ifiIIilllllIiiiiiIIiIiillillili!itllliilllllliiiii:iiiiiiiiiiiililiii 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 ©-' CORPORATE OFFICER a � % A t i.a— (®r-C' TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED 31-- 0 GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) g./ ,foi ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: lot, f W5 /t4 / (N rME`OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE �-(7�-C � 1.e4T� LCA 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. 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 On f 41e ,-20-1-6-beforeme,V - personally ared ILL 1roved to me on the basis of satisfactory evidence to be the person('whose names is/afe subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/heir authorized capacity(ij &J and that by his/hof4hrirsignatures on the instrument the person/, or the entity upon behalf of which the persoref 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. JIIIIIIIIiIIIIIIIIIIIIIIIIIIfflhI IHhIIIiIl 1HuIuhIuHIIIuhIHuIJIIIHhIIIII111IIIL �� VIMAL P.SOLANKI WITNESS my hand a official seal. Commission#2119115 -` 8, Notary Public-California irft2a7 '"� _ Signature: 12 Alameda County Alesza: 1 . ® MY Comm.Expires Aug 8,2019 alluluinunlllulullltilulliliululniliulillulllllllnllllnlllululliuuUilr. 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 El INDIVIDUAL [i C,Q ORATE OFFICER LOA/7%4(A' S 4f�1F r V Po 4tt3 ® a'.e,.,.23 TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED 3 4- ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) / I ❑ GUARDIAN/CONSERVATOR [ ( El OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: STEIAlti (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 1061 A"A t mut , LL C, 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. EXHIBIT "A" SCOPE OF SERVICES Consultant will perform the following Services for the City of Rancho Palos Verdes (hereinafter, the "City"): A. Manufacturing and Shipping of Hardware. B. Installation and delivery of 2 ALPR mobile camera speed trailers. C. System startup and commissioning of fixed and mobile ALPR cameras. D. User and Agency Manager training. E. Software Support, Warranty and Maintenance. i. 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. 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 Technical Support Agents through e-mail, fax and telephone. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. 2 ALPR mobile camera speed trailers and associated hardware and software. III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised 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/mobile LPR systems. B. System Startup and Commissioning Report - System Commissioning is a systematic process of ensuring that your Vigilant Solutions LPR system performs interactively according to the design intent and the end-user's operational needs. IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. 01203.0001/297744.12 V. Consultant will utilize the following personnel to accomplish the Services: A. Jacques Lilavois B. Kris Robinson VI. Definitions "CLK" or "Camera License Key" means an electronic key that will permit each license of Consultant's CarDetector brand LPR software or LineUp brand facial recognition software (one CLK per camera) to be used with other Consultant LPR hardware components and Software Products. "Hardware" means Consultant's License Plate Recognition Cameras only. "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. "Enterprise License" means a non-exclusive, non-transferable license to install and operate the Software Products, on any applicable media, without quantity or limitation. This Enterprise Service 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 this Agreement. "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. "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. "Service Fee" means the amount due from City prior to the renewal of this Agreement as consideration for the continued use of the Software Products and Service Package benefits according to Exhibit C of this Agreement. "Service Period" has the meaning set forth in Section 3.4 of this Agreement. 01203.0001/297744.12 "Technical Support Agents" means City' staff person specified in the Contact Information Worksheet of this Agreement responsible for administering the Software Products and acting as City's Software Products support contact. "LEA" refers to a Law Enforcement Agency. "LEA LPR Data"refers to LPR data collected by LEAs and 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. "Private LPR Data"refers to LPR data collected by private commercial sources and available on LEARN with a paid subscription. VII. Enterprise License Grant; Duplication and Distribution Rights: Subject to the terms and conditions of this Agreement, Consultant hereby grants City, the Los Angeles County Sheriff's Department( "Department" 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, Department or any third party acting on behalf of Department shall not copy, modify, 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. Department 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. VIII. 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. 01203.0001/297744 12 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. (1) 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. (2) 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 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. (3) Return Material Authorization. Consultant warranty claims must be initiated on the Consultant website for a Return Material Authorization("RMA")number at Vigilant RMA Request (http://vigilantsolutions.com/support/return-material-authorization-request-form). If it is determined that the Hardware may be defective, an RMA number will be issued with instructions for Hardware return. Unauthorized returns will be returned to the City at the City's expense. 01203.0001/297744.12 Authorized returns are to be shipped prepaid and insured to the address on the RMA in an approved shipping container. To request an RMA, City must contact its local authorized Vigilant dealer. (4) Warranty Limitations. Consultant's limited warranty provides that, subject to the following limitations, Hardware will be free from defects in material and workmanship and will conform to Consultant's specification(s). (ii)No Consequential or Other Damages. 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. (iii) Use of Hardware. Consultant will find the limited extended warranty to be void under the following conditions: • Hardware not sold by Consultant or one of its distribution partners; • Hardware found to be stolen from Consultant; • Asserted defect(s) found to be not 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 Vigilant agent); • Asserted defect(s)are the result of accident,mishandling,misuse or misapplied application use while in the possession of someone other than Consultant or Consultant's agent; • The Hardware was not sold as new(except Hardware replaced under this warranty) 01203.0001/297744 12 (5) Disclaimer. EXCEPT FOR THE WARRANTY PROVIDED IN THIS VIGILANT LIMITED EXTENDED WARRANTY, THE VIGILANT HARDWARE, AND RELATED SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, VIGILANT DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS OF 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 (as defined below) during the lesser of the term of this Agreement(the"Warranty Period") or five 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. 01203.0001/297744 12 C. Infringement Protection. If an infringement claim is made against City by a third- party in a court of competent jurisdiction regarding City use of any of the Software Products, Consultant shall indemnify City, and assume all legal responsibility and costs to contest any such claim. If City use of any portion of the Software Products or documentation provided to City by Consultant in connection with the Software Products is enjoined by a court of competent jurisdiction, Consultant shall do one of the following at its option and expense within sixty (60) days of such enjoinment: (1) Procure for City the right to use such 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. D. Use of Software Products Interface. Under certain circumstances, it may be dangerous to operate a moving vehicle while attempting to operate a touch screen or laptop screen and any of their applications. It is agreed by City that City users will be instructed to only utilize the interface to the Software Products at times when it is safe to do so. Consultant is not liable for any accident caused by a result of distraction such as from viewing the screen while operating a moving vehicle. IX. Camera License Keys (CLKs). City are 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 agencies in accordance with selected Service Options. As a City installs additional units of the Software Products and connects them to LPR cameras, a City is required to obtain a Camera License Key (CLK) for each camera installed and considered in active service. A CLK can be obtained by a City by going to Consultant's company support website and completing the online request form to Consultant 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. X. Data Sharing. If a City is a generator as well as a consumer of LPR Data, a City at its option may share its LEA LPR Data with similarly situated LEAs who contract with Consultant to access LEARN (for example, LEAs who share LEA LPR Data with other LEAs). Consultant will not share any LEA LPR Data generated by a City without the permission of a City. XI. Service Package. " 01203.0001/297744.12 This Enterprise License Agreement is based on the Basic LPR Service Package: • Consultant Managed/Hosted LPR server LEARN Account • Access to all Consultant Software including all upgrades and updates • Unlimited user licensing for the following applications: o LEARN, CarDetector and TAS • Mobile Companion 01203.0001/297744.12 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) I. Section 1.4,Licenses,Permits, Fees and Assessments, is hereby amended as follows: 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 of Rancho Palos Verdes the following permits: i) Rancho Palos Verdes (1) Business License ($377 for Contractors and $177 for Subcontractors) (2) Permit(no fee) II. Section 1.8,Additional Services, is hereby amended as follows: 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. III. Section 2.4,Invoices, is hereby amended as follows: Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within thirty(30)days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. 01203.0001/297744.12 IV. Section 3.4,Term, is hereby amended to read as follows: Unless earlier terminated in accordance with Article 7 of this Agreement,this Agreement shall continue in full force and effect for an Initial Term of five (5) years from the date the last LPR Camera is installed except as otherwise provided in the Schedule of Performance(Exhibit "D"). Sixty(60) 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 twelve (12)month period (each such period, a"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 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 of the subsequent twelve (12)month period, all services under this Agreement will cease. V. Section 4.1, Representatives and Personnel of Consultant, is hereby amended as follows: 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 as the Principal(s) continues to be employed by Consultant. VI. Section 4.2, Status of Consultant, is deleted and replaced in its entirety as follows: The relationship created hereby is that of contractor and customer and of licensor and City. Nothing herein shall be construed to create a partnership,joint venture, or agency relationship between the parties hereto.Neither party shall have any authority to enter into agreements of any kind on behalf of the other and shall have no power or authority to bind or obligate the other in any manner to any third party, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever. Each party hereto represents that it is acting on its own behalf and is not acting as an agent for or on behalf of any third party. 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. VII. Section 4.5, Prohibition Against Subcontracting or Assignment, is hereby amended as follows: Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. Consultant will subcontract with Black and White Emergency Vehicle for the camera installation work. In 01203.0001/297744.12 addition, neither the City nor Consultant may transfer, assign, convey, hypothecate or encumber this Agreement voluntarily or by operation of law, whether for the benefit of creditors or otherwise,without the prior written approval of the other party. VIII. Section 5.1,Insurance Coverages, is hereby amended to add the following: (g) Excess Liability. A policy of excess liability for liability coverage in excess of the Commercial Liability in an amount not less than $3,000,000 per occurrence/aggregate. IX. Section 5.2, General Insurance Requirements, is hereby amended to replace all references to the"City"with the"City of Rancho Palos Verdes." X. Section 5.3,Indemnification,is hereby amended to replace all references to the"City" with the "City of Rancho Palos Verdes." XI. Section 6.1, Records, is hereby amended as follows: 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 upon thirty(30) days' advanced written notice. XII. Section 6.3, Ownership of Documents, is hereby amended in part as follows: Except as otherwise limited by the language below,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 City of Rancho Palos Verdes 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 01203.0001/297744 12 for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. City acknowledges that Software Products contain valuable and proprietary information of Consultant and City will not disassemble, decompile or reverse engineer any Software Products to gain access to confidential information of Consultant. 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. 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. 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. Ownership of LPR Data. Consultant retains all title and rights to Private LPR Data. City retains all rights to LEA LPR Data generated by the City. Should City terminate agreement with Consultant, 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. Confidentiality. 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. XIII. Section 6.4, Confidentiality and Release of Information, is amended to add: (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. 01203.0001/297744 12 EXHIBIT "C" SCHEDULE OF COMPENSATION Initial Service Period. Task Budget A. Manufacturing and Shipping of Hardware (each speed trailer $54,960 is $54,960) B. Installation of ALPR mobile camera speed trailers $0 C. System startup, commissioning, and receipt of mobile $54,960 ALPR camera speed trailers D. User and Agency Manager training Included with installation E. Software Support, Warranty and Maintenance Included with installation II. Renewal of Service Period. A. 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 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. Service Fees are included for the Initial Term. A schedule of annual Service Fees for subsequent Service Periods are shown below: Annual Service Fee Schedule 01203.0001/297744 12 (multiplied by number of LPR Cameras) Service Fee $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 years after the first year of this agreement. B. Price Adjustment. Consultant has the right to increase or decrease the annual Service Fee from one Service Period to another;provided, however, that in no event will a Service Fee be increased by more than the greater of 50% of CPI for Los Angeles in the prior year. If Consultant intends to adjust the Service Fee for a subsequent Service Period, it must give City notice of the proposed increase on or before the date that Consultant invoices City for the upcoming Service Period. C. 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 III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer,funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8. 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. 01203.0001/297744 12 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 Service Period shall not exceed $109,920 as provided in Section 2.1 of this Agreement. 01203.0001/297744.12 EXHIBIT "D" SCHEDULE OF PERFORMANCE Consultant shall perform all Services in accordance with the following schedule: A. Manufacturing and Shipping of hardware by 45 days after receipt of a Purchase Order. B. Installation of ALPR mobile camera speed trailers by 60 days after receipt of a Purchase Order. C. System startup and commissioning of ALPR mobile camera speed trailers by 90 days of receipt of a Purchase Order. D. User and Agency Manager training by 60 days of receipt of a Purchase Order. E. Software Support, Warranty and Maintenance is ongoing per the Term of the Agreement. i. 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. Consultant 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. 01203.0001/297744.12