Motorola Solutions Inc - FY2022-077 CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
MOTOROLA SOLUTIONS,INC
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
MOTOROLA SOLUTIONS,INC
THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and
entered into on May 17, 2022, by and between the CITY OF RANCHO PALOS VERDES, a
California municipal corporation ("City") and MOTOROLA SOLUTIONS, INC., a Delaware
Limited Liability Company ("Consultant") City and Consultant may be referred to, individually
or collectively, as"Party"or"Parties"
RECITALS
A City has sought, by issuance of a Request for Proposals or Invitation for Bids, the
performance of the services defined and described particularly in Article 1 of this Agreement
B Consultant, following submission of a proposal or bid for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services
C Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority
to enter into and execute this Agreement
D The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and descnbed herein
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 expenenced 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 descnbed herein Consultant covenants that it shall
follow the highest professional standards m 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 herem by this reference as though fully set forth herein In the event of any
inconsistency between the terms of such proposal and this Agreement, the terms of this
Agreement shall govern
1 3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered
1.4 California Labor Law
If the Scope of Services includes any "public work" or "maintenance work," as those
terms are defined in California Labor Code section 1720 et seq and California Code of
Regulations, Title 8, Section 16000 et seq , and if the total compensation is $1,000 or more,
Consultant shall pay prevailing wages for such work and comply with the requirements in
California Labor Code section 1770 et seq and 1810 et seq, and all other applicable laws,
including the following requirements
(a) Public Work The Parties acknowledge that some or all of the work to be
performed under this Agreement is a "public work" as defined in Labor Code Section 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations ("DIR")
implementing such statutes The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR Consultant shall post job site notices, as prescribed by
regulation
(b) Prevailing Wages Consultant shall pay prevailing wages to the extent
required by Labor Code Section 1771 Pursuant to Labor Code Section 1773 2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request By initiating any work under this Agreement, Consultant
acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of
the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job
site where work is performed under this Agreement
(c) Penalty for Failure to Pay Prevailing Wages Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages The
Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Consultant or by any subcontractor
(d) Payroll Records Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to
keep accurate payroll records and venfy such records in wntmg under penalty of perjury, as
specified in Section 1776, certify and make such payroll records available for inspection as
provided by Section 1776, and inform the City of the location of the records
(e) Apprentices Consultant shall comply with and be bound by the provisions
of Labor Code Sections 1777 5, 1777 6, and 1777 7 and California Code of Regulations Title 8,
Section 200 et seq concerning the employment of apprentices on public works projects
Consultant shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations Pnor to commencing work under this Agreement, Consultant shall
provide City with a copy of the information submitted to any applicable apprenticeship program
Within sixty(60)days after concluding work pursuant to this Agreement, Consultant and each of
its subconsultants shall submit to the City a venfied statement of the journeyman and apprentice
hours performed under this Agreement
(f) Eight-Hour Work Day Consultant acknowledges that eight(8)hours labor
constitutes a legal day's work Consultant shall comply with and be bound by Labor Code
Section 1810
(g) Penalties for Excess Hours Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours The Consultant shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each
worker employed m the performance of this Agreement by the Consultant or by any
subcontractor for each calendar day dunng which such worker is required or permitted to work
more than eight(8) hours in any one calendar day and forty (40)hours in any one calendar week
in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code
Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of
eight(8) hours per day, and forty (40) hours dunng any one week shall be permitted upon public
work upon compensation for all hours worked in excess of 8 hours per day at not less than one
and one-half(11/2)times the basic rate of pay
(h) Workers' Compensation California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees In accordance with the provisions of California Labor Code
Section 1861, Consultant certifies as follows
"I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be msured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract"
Consultant's Authorized Initials
(i) Consultant's Responsibility for Subcontractors For every subcontractor
who will perform work under this Agreement, Consultant shall be responsible for such
subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720)
of the California Labor Code, and shall make such compliance a requirement in any contract
with any subcontractor for work under this Agreement Consultant shall be required to take all
actions necessary to enforce such contractual provisions and ensure subcontractor's compliance,
including without limitation, conducting a review of the certified payroll records of the
subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to
pay his or her workers the specified prevailing rate of wages Consultant shall diligently take
corrective action to halt or rectify any such failure by any subcontractor
1 5 Licenses,Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals
as may be required by law for the performance of the services required by this Agreement
Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest, which may be imposed by law and anse from or are necessary
for the Consultant's performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder
1 6 Familiarity with Work
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (»i) 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, pnor to commencement of services
hereunder Should the Consultant discover any latent or unknown conditions, which will
matenally affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant's risk until written instructions
are received from the Contract Officer
1 7 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to
furnish continuous protection to the work, and the equipment, materials, papers, documents,
plans, studies and/or other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the work by City,
except such losses or damages as may be caused by City's own negligence
1 8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement Unless hereafter specified, neither party shall be responsible
for the service of the other
1.9 Additional Services.
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altenng, 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
Consultants No claims for an increase in the Contract Sum or time for performance shall be
valid unless the procedures established m this Section are followed
1.10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated
herein by this reference In the event of a conflict between the provisions of Exhibit "B" and any
other provisions of this Agreement, the provisions of Exhibit"B"shall govern
ARTICLE 2 COMPENSATION AND METHOD OF PAYMENT.
2 1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and
incorporated herein by this reference The total compensation, including reimbursement for
actual expenses, shall not exceed $95,515 (Ninety-Five Thousand Five Hundred Fifteen
Dollars) (the "Contract Sum"), unless additional compensation is approved pursuant to Section
19
2 2 Method of Compensation.
The method of compensation may include (i) a lump sum payment upon completion, (ii)
payment in accordance with specified tasks or the percentage of completion of the services, less
contract retention, (iii) payment for time and materials based upon the Consultant's rates as
specified in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not
exceeded, or(iv) such other methods as may be specified in the Schedule of Compensation
2.3 Reimbursable Expenses.
Compensation may mclude 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 contain all information
specified in Exhibit "C", and 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 nghts 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 m work performed by Consultant
ARTICLE 3 PERFORMANCE SCHEDULE
3.1 Time of Essence
Time is of the essence in the performance of this Agreement
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3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
wntten notice to proceed and shall perform all services within the time penod(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 penod(s) specified in the
Schedule of Performance may be approved in wntmg by the Contract Officer but not exceeding
one hundred eighty(180)days cumulatively
3.3 Force Majeure
The time penod(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,
mcludmg, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, nots, 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
wnhng 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 penod of the enforced delay when
and if m 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 m 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)
year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit
,,D„)
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following pnncipals of Consultant ("Pnncipals") are hereby designated as being the
principals and representatives of Consultant authorized to act m its behalf with respect to the
work specified herein and make all decisions m connection therewith
Louis Wershaw Sr Account Manager
(Name) (Title)
It is expressly understood that the expenence, knowledge, capability and reputation of the
foregoing pnncipals 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 Pnncipals 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 authonty to bind City m 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 nghts 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 the 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 authonty, if specified m 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 m 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 m any way or for any purpose become or be deemed
to be a partner of Consultant in its business or otherwise or a jomt venturer or a member of any
joint enterprise with Consultant
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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 voluntanly 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, talang 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
51 Insurance Coverages.
Without limiting Consultant's indemnification of City, and prior to commencement of
any services under this Agreement, Consultant shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and amounts
described below and in a form satisfactory to City
(a) General liability insurance Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01,
in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
injury, personal injury, and property damage The policy must include contractual liability that
has not been amended Any endorsement restricting standard ISO "insured contract" language
will not be accepted
(b) Automobile liability insurance Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Consultant arising out of or in connection with
Services to be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident
(c) Professional liability (errors & omissions) insurance Consultant shall
maintain professional liability insurance that covers the Services to be performed m connection
with this Agreement, in the minimum amount of$1,000,000 per claim and in the aggregate Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three(3)years after completion of the services required by this Agreement
(d) Workers' compensation insurance Consultant shall maintain Workers'
Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at
least$1,000,000)
(e) Subcontractors Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor All coverages for subcontractors shall include all of the requirements stated
herein
(f) Additional Insurance Policies of such other insurance, as may be required
in the Special Requirements in Exhibit"B"
5 2 General Insurance Requirements.
(a) Proof of insurance Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers' compensation Insurance certificates and endorsements must be
approved by City's Risk Manager prior to commencement of performance Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement City
reserves the right to require complete, certified copies of all required insurance policies, at any
time
(b) Duration of coverage Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injunes to persons or damages to
property, which may anse from or in connection with the performance of the Services hereunder
by Consultant, its agents, representatives,employees or subconsultants
(c) Pnmary/noncontributing, Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it The limits of insurance required herein may be satisfied by a combination
of primary and umbrella or excess insurance Any umbrella or excess insurance shall contain or
be endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City's own insurance or self-insurance shall
be called upon to protect it as a named insured
(d) City's rights of enforcement In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain the insurance it deems necessary and any premium
paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient
to pay premium from Consultant payments In the alternative, City may cancel this Agreement
(e) Acceptable insurers All insurance policies shall be issued by an insurance
company currently authonzed by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders' Rating of A-(or higher)and Financial Size Category Class VI(or larger)
in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by
the City's Risk Manager
(f) Waiver of subrogation All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their nght of recovery prior to a loss Consultant hereby waives its own nght of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants
(g) Enforcement of contract provisions (non-estoppel) Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any nghts hereunder
(h) Requirements not limiting Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance Specific
reference to a given coverage feature is for purposes of clanfication only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Consultant Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City
(i) Notice of cancellation Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for
nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each
required coverage
(1) Additional insured status General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies This provision shall also apply to any
excess/umbrella liability policies
(k) Prohibition of undisclosed coverage limitations None of the coverages
required herein will be m compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in wnting
(1) Separation of insureds A severability of interests provision must apply for
all additional insureds ensuring that Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer's limits of
liability The policy(ies) shall not contain any cross-liability exclusions
(m) Pass through clause Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided m conformity with the requirements
of this section Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review
(n) Agency's right to revise specifications The City reserves the nght at any
time dunng the term of the contract to change the amounts and types of insurance required by
giving the Consultant ninety (90) days advance wntten notice of such change If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant's compensation
(o) Self-insured retentions Any self-insured retentions must be declared to
and approved by City City reserves the nght to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible Self-insurance will not be considered to comply with these
specifications unless approved by City
(p) Timely notice of claims Consultant shall give City prompt and timely
notice of claims made or suits instituted that anse out of or result from Consultant's performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies
(q) Additional insurance Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work
5 3 Indemnification
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims
or liabilities") that may be asserted or claimed by any person, firm or entity ansing 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 ansing 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 m 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 ansmg out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder, and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom,
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys'
fees
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant m the performance of professional
services hereunder The provisions of this Section do not apply to claims or liabilities occumng
as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City's negligence,
except that design professionals' indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional The
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement
ARTICLE 6. RECORDS,REPORTS,AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the "books and records"), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records Such records shall be maintained for a period of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required In the event of dissolution of Consultant's business,
custody of the books and records may be given to City, and access shall be provided by
Consultant's successor in interest Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act
6.2 Reports
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed
6 3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the "documents and materials")
prepared by Consultant, its employees, subcontractors and agents m 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 Confidenhahty 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 m 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 pnor written
authorization from the Contract Officer
(b) Consultant, its officers, employees, agents or subcontractors, shall
not, without pnor 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
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney's fees,caused by or incurred as a result of Consultant's conduct
(d) Consultant shall promptly notify City should Consultant, its
officers, employees, agents or subcontractors be served with any summons, complaint, subpoena,
notice of deposition, request for documents, interrogatories, request for admissions or other
discovery request, court order or subpoena from any party regarding this Agreement and the
work performed there under City retains the nght, but has no obligation, to represent Consultant
or be present at any deposition, heanng 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 rewnte said response
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7 1 Cahfornia Law
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties m 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 penod 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 nghts 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 ansing 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 (u) all amounts for which City may be liable to third parties, by
reason of Consultant's acts or omissions m performing or failing to perform Consultant's
obligation under this Agreement In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein
///
///
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party
7.6 Legal Action
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq and 910 et seq, in order to pursue a legal action under this Agreement
7 7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
m 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 penod of notice may be
such shorter time as may be determined by the Contract Officer In addition, the Consultant
reserves the nght to terminate this Contract at any time, with or without cause, upon sixty (60)
days' wntten notice to City, except that where termination is due to the fault of the City, the
penod 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 pnor to the
effective date of the notice of termination and for any services authonzed by the Contract Officer
thereafter in accordance with the Schedule of Compensation or such as may be approved by the
Contract Officer, except as provided in Section 7 3 In the event the Consultant has initiated
termination, the Consultant shall be entitled to compensation only for the reasonable value of the
work product actually produced hereunder In the event of termination without cause pursuant to
this Section, the terminating party need not provide the non-terminating party with the
opportunity to cure pursuant to Section 7 2
7 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 muffed m 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, m 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 m the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement
8 3 Covenant Against Discrimination
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discnmination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
onentation, 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 onentation, marital status, national origin, ancestry or other
protected class
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U S C § 1101 et seq , as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys' fees,
incurred by City
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, m the case of the City, to the City
Manager and to the attention of the Contract Officer (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Blvd, Rancho Palos Verdes, California 90275 and in
the case of the Consultant, to the person(s) at the address designated on the execution page of
this Agreement Either party may change its address by notifying the other party of the change of
address m wnting Notice shall be deemed communicated at the time personally delivered or in
seventy-two(72)hours from the time of mailing if mailed as provided in this Section
9.2 Interpretation
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply
9.3 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument
9 4 Integration; Amendment
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
the City Council The parties agree that this requirement for wntten 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 junsdiction, 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 depnves
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 m which (s)he is directly or indirectly
mterested, or in violation of any State or municipal statute or regulation The determination of
"financial interest" shall be consistent with State law and shall not include interests found to be
"remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091 5 Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration,
or other thing of value as a result or consequence of obtaining or being awarded any agreement
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect
Consultant's Authorized Initials
///
///
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that(i) such
party is duly organized and existing, (n) they are duly authonzed to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entenng 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]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above wntten
CITY•
CITY OF RANCHO PALOS VERDES,a
I ••1 corporation
ir-. 1111PP
• : 'ey, Mayor
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE &WYNDER,LLP
. y) 4.
Will m W Wynder, Attorney
CONSULTANT
MOTOROLA SOLUTIONS, INC
By
Name i titcti 'F,rA e_e [--
Title ,Msss t v tc.e ?re gir[4'%4+
By
Name
Title
Address
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
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 4p n'iDC
i 3 rtr -P•Ip rC
On cC)//(p ,2022 before me,sbiana-1--02vl!cietsdnally appeared _Ze_Lja proved to me on
the basis of satisfactory evidence to be the person)whose names(0 is/are subscnbed to the within instrument and
knowledged to me tha Phe/they executed the same i hi er/their authorized capacity(ies),and that by
is er/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted,
b
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
^` 'Iy, DIANA L OZOLINS
s1 Notary Public California
WITNESS my hand and official seal : �r�. Los An ales County
a i
v �° Commtss8lon N 1112885
Signator a� ��/��� (/D • My Comm Expires Nuv 18_20_23 I
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
TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) 0 LIMITED
❑ GENERAL NUMBER OF PAGES
El ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203 0001/298339 3
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above wntten
CITY:
CITY OF RANCHO PALOS VERDES,a
municipal corporation
David Bradley, Mayor
ATTEST:
Teresa Takaoka,City Clerk
APPROVED AS TO FORM:
ALESHIRE& WYNDER,LLP
William W Wynder, City Attorney
CONSULTANT:
MOTOROLA SOLUTIONS, INC
By
Name
Title
By
Name Mark os 56,1v,44(
Title 0,, i i or VI cz.rc
Address /06 g0 r11 St 3.4 Zoo
Sok? bla, CA 42131
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
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
j� �f\kgn1.€0Ck4
On U(p ,2022 before me, tJnYroxiiaa r, ,personally appeared Plan/. J SCA/tic/proved to me on
the bast f satisfactory evidence to be the n(s)whose names(s)is/are subscnbed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capactty(tes),and that by
his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)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
STEPHANIE%WIDE
WITNESS my h nd and official seal Notary Public California
San Diego County
Commission 4 2388319
SIgna tur 44- tiru.ty'' My Comm Expires Dec 25 2025
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
TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203 0001/298339 3
EXHIBIT"A"
SCOPE OF SERVICES
I 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
ui 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 dehvering
the following status reports.
A System Startup and Commissioning Report - System Commissioning is a
systematic process of ensunng that your Vigilant Solutions LPR system performs
interactively according to the design mtent 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 00011298339 3 A-25
EXHIBIT"B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
All new text is marked in bold italics and deleted text is marked m Stri kethfeugh
Section 1 4 is deleted m its entirety and replaced as follows
"The Scope of Services for this Agreement, as articulated in Exhibit A, does not
Include work that requires payment of prevailing wages under California state
law Consultant acknowledges, however, that work subject to prevailing wages
Is determined by state law, and not by the parties pursuant to this Agreement,
and that if any of the work performed under this Agreement that constitute a
"public work"or "maintenance work,"as those terms are defined in California
Labor Code §§ 1720 et seq., and California Code of Regulations, Title 8, §§
16000 et seq., and if total compensation is $1,000 or more, Consultant shall pay
prevailing wages for such work and comply with the requirements in California
Labor Code section 1770 et seq and 1810 et seq, and all other applicable laws "
66 „ 66 „
.
.. 66 „
- . .
.. "., I'"
. . . r
Feguletien-
(l) Prevailin: Wales Consultant shall pay prevailing wages to the
•
• ..
01203 0001/298339 3 B-26
•I.
-
i
I.
provisions of Labor Code Sections 1777 5, 1777 6, and 1777 7 and California Code of
• !! . ..
. . .
. ..•: .
• -
01203 0001/298339 3 B-27
..
thfs-eeutraet
Consultant's Authorized Initials
Section 1 5, Licenses, Fees, and Assessments, is hereby amended to read 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 The Parties acknowledge that,for the Services being provided under
this Agreement,permits will not be required"
Section 1 9,Additional Services is hereby amended to read 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 alternations or deductions from said work shall be
made involving equipment that is ordered from and already delivered by
Consultant. In the case of extra work, no such services may be undertaken
unless an amendment to the Agreement, based on a written quote provided by
Consultant, is first executed between the City and the Consultant No G•.c1. extra
incorporating therein any adjustment m (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
01203 0001/298339 3 B-28
Contract Sum or $25,000, whichever is less, or, m 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 m its sole and absolute discretion
have similar work done by other Consultants 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"
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 until completion of the services
but not exceeding one five (5-1-) years from the date hereof, except as
otherwise provided in the Schedule of Performance (Exhibit "D") Sixty ( 60)
days prior to the expiration of the Initial Term and for each subsequent Service
Period thereafter, Consultant will provide City with an invoice for the Service
Fee due for the subsequent Service Period This Agreement and the Enterprise
License granted under this Agreement will be extended for a Service Period
upon City's payment of that Service Period's Service Fee, which is due thirty(
30) days prior to the expiration of the Initial Term or the existing Service
Period, as the case may be. If the City chooses not to make payment on the
invoice for the subsequent Service Period, this Agreement and all services and
licenses under this Agreement will terminate at the end of the then-current term
or service period
Section 4 1, Representatives and Personnel of Consultant, is hereby amended to read as follows
"The following principals of Consultant ("Principals") are hereby designated as
being the principals and representatives of Consultant authonzed to act m its
behalf with respect to the work specified herein and make all decisions in
connection therewith
Louis Wershaw Sr Account Manager
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and
reputation of the foregoing pnncipals 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
01203 0001/298339 3 B-29
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 wntten approval of City,
as long as the Principal(s) continue to be employed by the Consultant in their
current capacity 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,pnor to and during any such performance"
Section 4 5, Prohibition Against Subcontracting or Assignment, is hereby amended to read as
follows
"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, which consent shall not be unreasonably withheld.
In addition, neither this Agreement nor any interest herein may be transferred,
assigned, conveyed, hypothecated or encumbered voluntarily or by operation of
law whether for the benefit of creditors or otherwise, without the prior written
approval of City Transfers restricted hereunder shall include the transfer to any
person or group of persons acting in concert of more than twenty five percent
(25%) of the present ownership and/or control of Consultant, taking all transfers
into account on a cumulative basis In the event of any such unapproved transfer,
including any bankruptcy proceeding, this Agreement shall be void No approved
transfer shall release the Consultant or any surety of Consultant of any liability
hereunder without the express consent of City"
Section 5.2 General Insurance Requirements is hereby amended to read as follows
(a) Proof of insurance Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers' compensation Insurance certificates and endorsements must be
approved by City's Risk Manager pnor to commencement of performance Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement City
time-
(b) Duration of coverage Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the Services hereunder
by Consultant, its agents, representatives, employees or subconsultants
01203 0001/298339 3 B-30
(c) Pnmary/noncontnbutmg Commercial General and automobile liability
Coverage provided by Consultant shall be primary and any insurance or self-insurance procured
or maintained by City shall not be required to contribute with it The limits of insurance required
herein may be satisfied by a combination of primary and umbrella or excess insurance Any
umbrella or excess insurance shall contain or be endorsed to contain a provision that such
coverage shall also apply on a primary and non-contributory basis for the benefit of City before
the City's own insurance or self-insurance shall be called upon to protect it as a named insured
(e) Acceptable insurers All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders' Rating of A-(or higher)and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best's Key Ratmg Guide, unless otherwise approved by
the City's Risk Manager
(0 Waiver of subrogation All Commercial general, automobile and workers
compensation insurance coverage maintamed or procured pursuant to this agreement shall be
endorsed to waive subrogation against City, its elected or appointed officers, agents, officials,
employees and volunteers or shall specifically allow Consultant or others providing insurance
evidence in compliance with these specifications to waive their right of recovery prior to a loss
Consultant hereby waives its own right of recovery against City, and shall require similar written
express waivers and insurance clauses from each of its subconsultants
(g) Enforcement of contract provisions (non-estoppel) Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder
(h) Requirements not limiting Requirements of specific coverage features or
limits contained in this section are not mtended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type = -
(i) Notice of cancellation Consultant agrees to
to provide to City with a thirty (30) day notice of cancellation (except for
01203 0001/298339 3 B-31
nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each
required coverage
(1) Additional insured status General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies This provision shall also apply to any
excess/umbrella liability policies
(k) Coverage limitations None of the
coverages required herein will be in compliance with these requirements if they include any non-
typical limiting endorsement of anted-that would have the practical effect of negating such
coverage. . . - •• - - • . . . - - - • - -_
(1) Separation of insureds A severability of interests provision must apply for
all additional insureds ensuring that Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer's limits of
liability The policy(ies) shall not contain any cross-liability exclusions
(m) Pass through clause Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided m conformity with the requirements
of this section Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review
(n) Agency's right to revise specifications The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant ninety (90)days advance written notice of such change All changes must
be agreed to in writing If such change results in substantial additional cost to the Consultant, the
City and Consultant may renegotiate Consultant's compensation
(p) Timely notice of claims Consultant shall give City prompt and timely
notice of claims made or suits instituted that anse out of or result from Consultant's performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies
(q) Additional insurance Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work
Section 5.3 Indemnification is hereby amended as follows
01203 0001/298339 3 B-32
Consultant agrees to indemnify and defend aim-held-
ess--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 ansmg 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 ansmg from Consultant's or
indemnitors' reckless or willful misconduct, or ansing 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
(d) Provided that the Indemnified Party has provided timely notice to
Consultant and cooperates in the defense of the action, Consultant will defend any action or
actions filed in connection with any of said claims or liabilities. Consultant shall have sole
control over the defense and settlement of any indemnified claim. Any Indemnified Party shall
be entitled to participate in the defense of such claim at its own expense, and with counsel of
its own choosing • _ .. . .. . _• . . •_ _ -- • - • • :
(e) Provided that the Indmenified Party has provided timely notice to
Consultant and has cooperated in the defense of the action, Consultant will promptly pay any
Judgment rendered against the City, its officers, agents or employees for any such claims or
liabilities ansing out of or in connection with the negligent performance of or failure to perform
such work, operations or activities of Consultant hereunder,
.
(f) 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
ansing out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, the City agrees to promptly notify Consultant
and Consultant agrees defend such claim. _ .. . .• - - • •. : _ -- _- -. - . - --
. _ . . .. _ . . . _ . . -. ..• : : 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
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,bot, to the fullest extent peva itted b..
- - . ,••• • • • . . - • . .. . . The indemnity
01203 0001/298339 3 B-33
obligation shall be binding on successors and assigns of Consultant and shall survive termination
of this Agreement
(g) Consultant shall not be liable under any theory for any special,
consequential, indirect, or punitive damages related to this Agreement, even if Consultant is
advised of the possibility of such damages. Notwithstanding anything to the contrary in this
Agreement, Consultant's total liability related to this Agreement, regardless of theory shall not
exceed$250,000
Section 6 3,Ownership of Documentkis hereby amended as follows
(a) "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 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 matenals hereunder
Any use, reuse or assignment of such completed documents for other projects
and/or use of uncompleted documents without specific written authonzation 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 A44—
a
„
(b) Ownership of Software Products. The Software Products are
copyrighted by Consultant and remain the property of Consultant The license
granted under this Agreement is not a sale of the Software Products or any copy
thereof City owns the physical media on which the Software Products are
Installed, but Consultant retains title and ownership ofthe Software Products
and all other materials included as part of the Software Products. City
acknowledges that Software Products contain valuable and proprietary
information of Consultant and City will not disassemble, decompile, or reverse
engineer any Software Products to gain access to confidential or proprietary
information of Consultant
01203 0001/298339 3 B-34
(c) Rights in Software Products. Consultant represents and warrants that
(1) it has title to the Software and the authority to grant license to use the
Software Products, (2) it has the corporate power and authority and the legal
right to grant the licenses contemplated by this Agreement, and (3) it has not
and will not enter into agreements and will not take orfail to take action that
causes its legal right or ability to grant such licenses to be restricted
(d) Ownership of LPR Data. Consultant retains all title and rights to
Commercial LPR Data and Commercial Booking Images City retains all rights
to LEA LPR Data generated by the City should City terminate this Agreement, a
copy of all LEA LPR Data generated by the City will be created and provided to
the City After the copy is created, all LEA LPR Data generated by the City will
be deleted from LEARN at the written request of an authorized representative
of the City. Commercial LPR Data, Commercial Booking Images, LEA LPR
Data and LEA Booking Images should be used by the City for law enforcement
purposes only."
Section 6 4, Confidentiality is hereby amended to add the following new sub-sections 6 4(e)and
6 4(f)
"(e) Any use, copy or disclosure of Software Products by the U S
Government is subject to restrictions as setforth in this Agreement and as
provided by DFARS 227 7202- 1( a) and 227 7202- 3( a) ( 1995), DFARS
252 227- 7013(c)(1)(u) (Oct 1988), FAR 12 212(a)(1995), FAR 52 227-19, or
FAR 52 227(ALT III), as applicable
(0 City acknowledges that Software Products contain valuable and proprietary
information of Consultant and City will not disassemble, decompile or reverse
engineer any Software Products to gain access to confidential information of
Consultant."
Section 7.7 Termination Prior to Expiration of Term is hereby amended to read as follows
"This Section shall govern any termination of this Contract
. _ _. • • . . -_ - _ - • . . .._ The City reserves the
nght 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 penod of notice may be such shorter time as may be
determined by the Contract Officer In addition, the Consultant reserves the right
to terminate this Contract at any time, with or without cause, upon sixty (60)
days' written notice to City, except that where termination is due to the fault of
the City, the period of notice may be such shorter time as the Consultant may
determine Upon receipt of any notice of termination, Consultant shall
immediately cease all services hereunder except such as may be specifically
approved by the Contract Officer Except where the Consultant has initiated
termination without fault of the City, the Consultant shall be entitled to
01203 0001298339 3 B-35
compensation for all services rendered prior to the effective date of the notice of
termination and for any services authorized by the Contract Officer thereafter in
accordance with the Schedule of Compensation or such as may be approved by
the Contract Officer, except as provided m Section 7 3 In the event the
Consultant has mitiated 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 All licenses granted to the City by Consultant
shall immediately terminate upon termination of this Agreement, and no
refunds of prepaid fees shall be provided to the City. If however, Consultant
initiates termination without fault of the City, or the City initiates termination
due to the fault of Consultant, then (a) Consultant shall continue to provide
access to LEARN for at least ninety (90) days following the notice of
termination and the City shall be entitled to a pro rata refund of the applicable
Service Fees for the remainder of the then-current term "
Section 7 8,Termination for Default of Consultant is hereby deleted m its entirety
Section 9 4, Integration,Amendment is hereby amended to read as follows
"This Agreement including the attachments hereto is the entire, complete and
exclusive expression of the understanding of the parties with regard to the subject
matter hereof It is understood that there are no oral agreements between the
parties hereto affecting this Agreement and this Agreement supersedes and
cancels any and all previous negotiations, arrangements, agreements and
understandings, if any, between the parties,and none shall be used to interpret this
Agreement No amendment to or modification of this Agreement shall be valid
unless made m writing and approved by the Consultant and by the City Council
The parties agree that this requirement for written modifications cannot be waived
and that any attempted waiver shall be void This Agreement does not replace
any prior agreements of the Parties covering other purchases/installations."
Section 10, ADDITIONAL VIGILANT TERMS AND CONDITIONS, is hereby added to read
in its entirety
Definitions:
01203 0001/298339 3 B-36
"Booking Images"refers to both LEA Booking Images and Commercial Booking Images
"CJIS Security Policy" means the FBI CJIS Security Policy document as published by the
FBI CJIS Information Security Officer
"CLK" or "Camera License Key" means an electronic key that will permit each license of
Vigilant's CarDetector brand LPR software or FaceAlert brand facial recognition software
(one CLK per camera) to be used with other Vigilant approved and licensed LPR hardware
components (Le, cameras and other hardware components provided by Vigilant or provided
by a Vigilant certified reselling partner that has authority from Vigilant to deliver such
Vigilant-authorized components) and Software Products CLKs shall be not issuable and if
issued in error shall be removed and immediately rendered null and void for cameras and
other hardware components that are not Vigilant-authorized cameras and other hardware
components or are delivered to Affiliate by another vendor that is not a Vigilant certified
reselling partner
"Commercial Booking Images" refers to images collected by commercial sources and
available on LEARN with a paid subscription.
"Commercial LPR Data" refers to LPR data collected by private sources and available on
LEARN with a paid subscription.
"Criminal Justice Information Services Division" or "CJIS" means the FBI division
responsible for the collection, warehousing, and timely dissemination of relevant CJI to the
FBI and to qualified law enforcement, criminal justice, civilian, academic, employment, and
licensing agencies.
"Customer"means the City of Rancho Palos Verde
Effective Date"means sixty(60) days subsequent to the date set forth in the first paragraph of
this Agreement.
"Enterprise License" means a non-exclusive, non-transferable license to install and operate
the Software Products, on applicable media provided by Vigilant or Vigilant's certified
reselling partners. This Enterprise Service Agreement allows Affiliate to install the Software
Products on such devices, in accordance with the selected Service Package(s), and allow
benefits of all rights granted hereunder this Agreement.
"LEA Booking Images" refers to images collected by LEAs and available on the Software
Service for use by other LEAs LEA Booking Images are freely available to LEAs at no cost
and are governed by the contributing LEA's policies.
"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.
01203 0001/298339 3 B-37
"Service Fee"means the amount due from Affiliate prior to the renewal of this Agreement as
consideration for the continued use of the Software Products and Service Package benefits
according to Section VIII of this Agreement.
"Service Package"means the Affiliate designated service options) 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 Period"has the meaning set forth in Section III(A) of this Agreement.
"Software Products" means Vigilant's Law Enforcement & Security suite of Software
Products including CarDetector, Law Enforcement Archival& Reporting Network (LEARN),
PlateSearch, Mobile Companion for Smartphones, Target Alert Service (TAS) server/client
alerting package, and other software applications considered by Vigilant to be applicable for
the benefit of law enforcement and security practices. Software Products shall only be
permitted to function on approved Vigilant cameras and other hardware components provided
by Vigilant or through Vigilant certified reselling partners. Software Products shall not be
permitted to operate on third party provided or not Vigilant-authorized hardware components,
and if found to be operating on third party provided hardware components Software Products
shall be promptly removed by Affiliate.
"Technical Support Agents" means Affiliate's staff person specified in the Contact
Information Worksheet of this Agreement responsible for administering the Software
Products and acting as Affiliate's Software Products support contact.
"User License" means a non-exclusive, non-transferable license to install and operate the
Software Products, on applicable media, limited to a single licensee.
"Users"refers to individuals who are agents and/or sworn officers of the City of Rancho Palos
Verdes
"User License" means a non-exclusive, non-transferable license to install and operate the
Software Products, on any applicable media, limited to a single licensee.
"Users"refers to individuals who are agents of the Customer and who are authorized by the
Customer to access Client Portal on behalf of Customer through login credentials provided by
Customer
II. Enterprise License Grant. Subject to the terms and conditions of this Agreement,
Vigilant hereby grants Affiliate an Enterprise License to the Software Products for the
Term provided in this Agreement. Except as expressly permitted by this Agreement,
City or any third party acting on behalf of City 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. Affiliate shall not eliminate, bypass, or in any way
alter the copyright screen (also known as the "splash"screen) that may appear when
01203 0001/298339 3 B-38
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 Vigilant, is strictly prohibited.
III Account Access
A. Eligibility. City shall only authorize individuals who satisfy the eligibility
requirements of"Users" to access LEARN. Vigilant in its sole discretion may deny
access to LEARN to any individual based on such person's failure to satisfy such
eligibility requirements. User logins are restricted to agents and sworn officers of the
City. No User logins may be provided to agents or officers of other local, state, or
Federal LEAs without the express written consent of Vigilant
B. Security. Affiliate shall be responsible for assigning an Agency Manager who
in turn will be responsible for assigning to each of Affiliate's Users a username and
password (one per user account) A limited number of User accounts is provided.
Affiliate will cause the Users to maintain username and password credentials
confidential and will prevent use of such username and password credentials by any
unauthorized person(s). Affiliate shall notify Vigilant immediately if Affiliate believes
the password of any of its Users has, or may have, been obtained or used by any
unauthorized person(s) In addition, Affiliate must notify Vigilant immediately if
Affiliate becomes aware of any other breach or attempted breach of the security of any
of its Users'accounts.
IV. Data.
A Data Sharing.
If the City is a generator as well as a consumer of LPR Data, the City at its
option may share its LEA LPR Data with similarly situated LEAs who contract with
Vigilant to access LEARN(for example,LEAs who share LEA LPR Data with other
LEAs) Vigilant will not share any LEA LPR Data generated by a City without the
permission of a City.
Vigilant has implemented procedures to allow for adherence to the FBI CJIS Security
Policy. The hosting facility utilizes access control technologies that meet or exceed
CJIS requirements. In addition, Vigilant has installed and configured network
intrusion prevention appliances, as well as ensured that the configuration of the
Microsoft environment adhere to the Windows Server Security Guide
B Data Retention and Redundency LEA LPR Data and LEA Booking Images are
governed by the contributing LEA's retention policy and applicable law LEA
LPR Data that reaches its expiration date will be deleted from LEARN
Vigilant's use of redundant power sources,fiber connectivity and disk arrays
ensure no less than 99%uptime of the LEARN LPR database server system.
V. CLKs Camera License Keys(CLKs)
01203 0001/298339 3 B-39
City is entitled to use of the Software Products during the term of this Agreement to set up and
install the Software Products on an unlimited number of media centers within City's agency in
accordance with selected Service Options. As City installs additional units of the Software
Products and connects them to LPR cameras, 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
City by going to Vigilant's company support website and completing the online request form to
Vigilant technical support staff Within two (2) business days of 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.
VI. Service Fee
Payment of each Service Fee entitles Affiliate 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 Vigilant issued CLK's at the time of Service Fee
invoicing, and which will be used by Affiliate in the upcoming Service Period
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 Vigilant's net income) and Affiliate 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.
Warranty and Disclaimer; Use of Software Products Interface.
A. Warranty and Disclaimer. Vigilant warrants that the Software Products will be
free from all Significant Defects (as defined below) during the term of this Agreement (the
"Warranty Period"). "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 Vigilant. Vigilant will repair or replace any Software Product with a
Significant Defect during the Warranty Period; provided, however, if Vigilant cannot
substantially correct a Significant Defect in a commercially reasonable manner, Affiliate may
terminate this Agreement and Vigilant shall refund to Affiliate an amount calculated by
multiplying the total amount of Service Fees paid by Affiliate 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 Affiliate's exclusive remedy for
defects in the Software Product. Vigilant 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 Vigilant's negligence or intentional misconduct.
Vigilant 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 Vigilant
be liable for any damages whatsoever arising out of the use of, or inability to use, the Software
Products.
01203 0001/298339 3 B-40
B. 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 Affiliate that Affiliate's users will be
instructed to only utilize the interface to the Software Products at times when it is safe to do
so. Vigilant is not liable for any accident caused by a result of distraction such as from
viewing the screen while operating a moving vehicle.
01203 0001/298339 3 B-41
EXHIBIT"C"
SCHEDULE OF COMPENSATION
I. Initial Service Period.
The contract pnce of$95,515 shall cover manufacturing and shipping of hardware,
installation of ALPR trailers, system startup, commissioning, and receipt of trailers, user
and agency manager training, and software support,warranty, and maintenance
II. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include.
A Line items for all materials and equipment properly charged to the Services
B Line items for all other approved reimbursable expenses claimed, with supporting
documentation
C Line items for all approved subcontractor labor, supplies, equipment, matenals,
and travel properly charged to the Services
III The total compensation for the Services in the Initial Service Period shall not exceed
amount provided in Section 2.1 of this Agreement.
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EXHIBIT"D"
SCHEDULE OF PERFORMANCE_
VII 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 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 is ongoing per the Term of the Agreement
E Software Support, Warranty and Maintenance is ongoing per the Term of the
Agreement
VIII. Consultant shall deliver the following tangible work products to the City by the
following dates.
A System Startup and Commissioning Report by 90 days of receipt of a Purchase
Order
IX. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3 2
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