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CC SR 20220517 E - ALPR Trailers Contract CITY COUNCIL MEETING DATE: 05/17/2022 AGENDA REPORT AGENDA HEADING: Consent Calendar AGENDA TITLE: Consideration and possible action to approve an agreement to purchase two solar- powered automatic license plate reader (ALPR) mobile trailers. RECOMMENDED COUNCIL ACTION: (1) Award a contract services agreement to Motorola Solutions, Inc. for the purchase and startup of two ALPR trailers, in an amount not to exceed $95,515; and (2) Authorize the Mayor and the City Clerk to execute the contract services agreement, in a form acceptable to the City Attorney. FISCAL IMPACT: One-time cost savings from the Sheriff’s Contract, due to Motor Deputy not being staffed or billed, will be used to cover the cost of the trailers at $95,515. Ongoing annual camera fees of $250 per camera after the first year of service will be included in future budget requests. Amount Budgeted: $95,515 Additional Appropriation: N/A Account Number(s): 101-400-6120-8201 ($54,110) (General Fund/Special Programs - Vehicles) 101-400-6120-8101 ($25,005) (General Fund/Special Programs – Equipment & Furniture) 101-400-6120-5201 ($16,400) (General Fund/Special Programs – Repairs & Maintenance) ORIGINATED BY: McKenzie Bright, Administrative Analyst REVIEWED BY: Same as below APPROVED BY: Ara Mihranian, AICP, City Manager ATTACHED SUPPORTING DOCUMENTS: A. Contract Services Agreement with Motorola Solutions (page A-1) B. Motorola Solutions Proposal (page B-1) C. May 3, 2022 City Council Staff Report D. May 2, 2022City Council Memorandum modifying May 3, 2022, staff recommendation 1 CITYOF RANCHO PALOS VERDES BACKGROUND AND DISCUSSION: At the City Council meeting on May 3, 2022, the City Council directed Staff to proceed with purchasing two solar-powered automatic license plate reading (ALPR) mobile trailers, with Mayor Bradley voting no (see Attachment s B and C). The Staff recommendation from that evening was changed from considering awarding the contract to providing direction to Staff on acquiring the trailers, as there was, among other things, a delay in receiving final contract language (see Attachment D). The contract has been reviewed by Staff and the City Attorney’s Office and signed by Motorola Solutions, Inc. representatives. It should be noted that the agreement makes the following changes to the contract boilerplate: • Stating that this is not a public work or maintenance work as defined in the California Labor Code and that the purchase of the trailers does not require permits. • Includes language regarding use, ownership of data, and terms and conditions associated with the licensed software required to operate the ALPRs. This language is included in all of the City’s contracts with the consultant for each phase of the ALPR network project. The agreement cost includes a five-year warranty for the cameras and the trailer, excluding batteries and tires (see Attachment B). Based on the direction received at the May 3 meeting, Staff recommends the City Council award the contract services agreement to Motorola Solutions, Inc. for the purchase and installation of two ALPR trailers (see Attachment A), transferring cost savings f rom the Sheriff’s Contract account to the Special Programs/Public Safety account, in an amount not to exceed $95,515. Once operational, the trailers will be deployed in high-traffic areas in the City as a deterrent to speeding motorists and to aid in crim e suppression. ALTERNATIVES: In addition to the Staff recommendation, the following alternative action is available for City Council’s consideration: 1. Take other action, as deemed appropriate. 2 CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and MOTOROLA SOLUTIONS, INC. A-1 01203.0001/298339.3 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 described 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 experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder 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 A-2 professional standards” shall mean those standards of practice recognized by one or more first- class firms performing similar work under similar circumstances. 1.2 Consultant’s Proposal. The Scope of Service shall include the Consultant’s scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 California Labor Law. If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements: (a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a “public 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 A-3 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 verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (e) Apprentices. 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. Prior 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 verified 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 in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1½) 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 insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.” Consultant’s Authorized Initials ________ A-4 (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 arise from or are necessary for the Consultant’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.6 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the Contract Officer. 1.7 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence. 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 A-5 of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.9 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other 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. 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 1.9. 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. A-6 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall 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 rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. / / / / / / A-7 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) 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 principals of Consultant (“Principals”) are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Louis Wershaw Sr. Account Manager (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the A-8 services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be 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 authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. / / / / / / A-9 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. (a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. (b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). A-10 (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”. 5.2 General Insurance Requirements. (a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. (b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants. (c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City’s own insurance or self -insurance shall be called upon to protect it as a named insured. (d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. (f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery A-11 against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limit s of insurance and coverage shall be available to the City. (i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. (j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) 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 in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change A-12 results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation. (o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. (q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or A-13 employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully 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. A-14 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by A-15 Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s 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. / / / / / / A-16 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement. 7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer 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 A-17 this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.9 Attorneys’ Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. 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, A-18 partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy -two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. A-19 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant’s Authorized Initials _______ / / / / / / A-20 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] A-21 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation 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: 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. A-22 01203.0001/298339.3 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2022 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), 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. WITNESS my hand and official seal. Signature: _____________________________________ 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(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. A-23 □ □ □ □ □ □ □ □ □ 01203.0001/298339.3 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2022 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ie s), 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 par agraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ 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(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. A-24 □ □ □ □ □ □ □ □ □ 01203.0001/298339.3 A-1 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. iii. Consultant will provide Software Products support to City Technical Support Agents through e-mail, fax and telephone. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. 2 ALPR mobile camera speed trailers and associated hardware and software. III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports: A. System Startup and Commissioning Report - System Commissioning is a systematic process of ensuring that your Vigilant Solutions LPR system performs interactively according to the design intent and the end‐user’s operational needs. IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. A-25 01203.0001/298339.3 B-1 EXHIBIT “B” SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) All new text is marked in bold italics and deleted text is marked in Strikethrough Section 1.4 is deleted in 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.” 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: (i) 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 t o 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. (j) 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. A-26 01203.0001/298339.3 B-2 (k) 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. (l) 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 verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (m) 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. Prior 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 verified statement of the journeyman and apprentice hours performed under this Agreement. (n) 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. (o) 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 in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1½) times the basic rate of pay. A-27 01203.0001/298339.3 B-3 (p) 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 insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.” 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. 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 A-28 01203.0001/298339.3 B-4 executed between the City and the Consultant 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 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 (51) 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 authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Louis Wershaw Sr Account Manager (Name) (Title) A-29 01203.0001/298339.3 B-5 It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City, as long 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, prior 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 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. A-30 01203.0001/298339.3 B-6 (b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants. (c) Primary/noncontributing. 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. (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 authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. (f) Waiver of subrogation. All Commercial general, automobile and workers compensation insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the A-31 01203.0001/298339.3 B-7 Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. (j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (k) Prohibition of undisclosed coverage Coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any non- typical limiting endorsement of any kind that would have the practical effect of negating such coverage. that has not been first submitted to City and approved of in writing. (l) 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 in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. 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. (o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. A-32 01203.0001/298339.3 B-8 (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: To the full extent permitted by law, Consultant agrees to indemnify and defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (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. and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith; (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 arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (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 arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, the City agrees to promptly notify Consultant and Consultant agrees defend such claim. 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 A-33 01203.0001/298339.3 B-9 claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negl igence, 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. (g) Consultant shall not be liable under any theory for a ny 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 Documents, is 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 materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City. (b) Ownership of Software Products. The Software Products are copyrighted by Consultant and remain the property of Consultant The license granted under this Agreement is not a sale of the Software Products or any copy thereof City owns the physical media on which the Software Products are Installed, but Consultant retains title and ownership ofthe Software Products and all other A-34 01203.0001/298339.3 B-10 materials included as part of the Software Products. City acknowledges that Software Products contain valuable and proprietary information of Consultant and City will not disassemble, decompile, or reverse engineer any Software Products to gain access to confidential or proprietary information of Consultant. (c) Rights in Software Products. Consultant represents and warrants that (1) it has title to the Software and the authority to grant license to use the Software Products, (2) it has the corporate power and authority and the legal right to grant the licenses contemplated by this Agreement, and (3) it has not and will not enter into agreements and will not take 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)( ii) (Oct 1988), FAR 12 212( a)( 1995), FAR 52 227-19, or FAR 52 227( ALT III), as applicable (f) City acknowledges that Software Products contain valuable and proprietary information of Consultant and City will not disassemble, decompile or reverse engineer any Software Products to gain access to confidential information of Consultant.” Section 7.7 Termination Prior to Expiration of Term is hereby amended to read as follows: “This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, A-35 01203.0001/298339.3 B-11 the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination without fault of the City, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. 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 t o 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 in its entirety 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. 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 in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. This Agreement does not replace any prior agreements of the Parties covering other purchases/installations.” A-36 01203.0001/298339.3 B-12 Section 10, ADDITIONAL VIGILANT TERMS AND CONDITIONS, is hereby added to read in its entirety: I. Definitions: “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 ea ch 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 (i.e., 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, emplo yment, 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. A-37 01203.0001/298339.3 B-13 “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. “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 option(s) which defines the extent of use of the Software Products, in conjunction with any service and/or benefits therein granted as rights hereunder this Agreement. “Service 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, A-38 01203.0001/298339.3 B-14 resell, sublicense or otherwise transfer any right in th e 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) th at may appear when Software Products are first started on any computer. Any use or redistribution of Software Products in a manner not explicitly stated in this Agreement, or not agreed to in writing by 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 A-39 01203.0001/298339.3 B-15 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). 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 A-40 01203.0001/298339.3 B-16 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. 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. A-41 01203.0001/298339.3 C-1 EXHIBIT “C” SCHEDULE OF COMPENSATION I. Initial Service Period. The contract price 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, materials, 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. A-42 01203.0001/298339.3 D-1 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. A-43 The design, technical, and price information furnished with this proposal is proprietary information of Motorola Solutions, Inc. (Motorola). Such information is submitted with the restriction that it is to be used only for the evaluation of the proposal, and is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the proposal, without the express written permission of Motorola Solutions, Inc. MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners. © 2021 Motorola Solutions, Inc. All rights reserved. Firm Priced Proposal City of Rancho Palos Verdes Purchase of ALPR Trailers RFP Response April 8, 2022 B-1 City of Rancho Palos Verdes April 8, 2022 RFP - Purchase of ALPR Trailers Table of Contents Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 1 Table of Contents Section A Cover Letter ................................................................................................................................ 2 Section B Approach to Scope of Services .................................................................................................. 4 Section C Organization and Staffing ........................................................................................................... 5 Description of Firm ............................................................................................................................ 5 References ........................................................................................................................................ 5 Section D Staff Qualifications and Experience ............................................................................................ 6 Section E Project Schedule ........................................................................................................................ 7 Section F Project Cost ................................................................................................................................ 8 Section G Quality Control Plan .................................................................................................................... 9 Section H Acceptance of Conditions ......................................................................................................... 10 Exceptions and Clarifications .......................................................................................................... 10 Enterprise Service Agreement ......................................................................................................... 11 Equipment Sale Addendum ............................................................................................................. 12 Section I Appendices ................................................................................................................................. 1 B-2 0 MOTOROLA SOLUTIONS City of Rancho Palos Verdes April 8, 2022 RFP - Purchase of ALPR Trailers Cover Letter Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 2 Section A Cover Letter A cover letter summarizing the key points of the proposal is attached in the page below. B-3 0 MOTOROLA SOLUTIONS City of Rancho Palos Verdes April 8, 2022 RFP - Purchase of ALPR Trailers Cover Letter Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 3 Motorola Solutions, Inc. 500 W Monroe Street, Ste 4400 Chicago, IL 60661-3781 USA April 8, 2022 McKenzie Bright Administrative Analyst 30940 Hawthorne Blvd Rancho Palos Verdes, CA 90275 Phone: 310-544-5305 Email: mbright@rpvca.gov RE: Request for Proposal – Purchase of ALPR Trailers Dear Ms. Bright Motorola Solutions, Inc. (Motorola Solutions) is pleased to provide the City of Rancho Palos Verdes with this response, focused on our industry -leading portfolio of automated license plate recognition products. We have taken great care in providing a detailed and comprehensive response package that consists of all requested sections outlined in the RFP. Motorola Solution’s proposal is conditional upon the City’s acceptance of the terms and conditions included in this proposal, or a negotiated version thereof. Pricing will remain valid for 90 days from the date of this proposal. Any questions the City has regarding this proposal can be directed to Louis Wershaw, Regional Sales Manager, at 209-283-0990 or louis.wershaw @motorolasolutions.com. Our goal is to provide the City with the best products and services available in the communications industry. We thank you for the opportunity to present our proposed solution, and we hope to strength en our relationship by implementing this project. Sincerely, MOTOROLA SOLUTIONS, INC. Mike Bravo Area Sales Manager B-4 • MOTOROLA SOLUTIONS 0 MOTOROLA SOLUTIONS City of Rancho Palos Verdes April 8, 2022 RFP - Purchase of ALPR Trailers Approach to Scope of Services Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 4 Section B Approach to Scope of Services Motorola Solutions proposes the most current iteration of L 5F-Series Multi-Lane Camera, designed to capture clear plate images at greater distances on high speed, high volume roadways . Paired with Vigilant Plate-Search, this solution enables Law Enforcement to receive real-time alerts, conduct comprehensive searches and leverage advanced anal ytics to uncover vehicle locations and insights that protect communities. The LPR system will be synchronized with the Los Angeles County Sheriff Offices’ existing Law Enforcement Archival Reporting Network (LEARN) account with the ability to provide aler t notifications of “hits” to Dispatch in the existing LASD Dispatch workflow. Collected data will be available to LASD Investigators and Analysts in their existing workflow. Attached in the Appendix are the spec sheets for the L5F camera system to give a preview of its capabilities. The system will be factory built then delivered as a fully functional unit to the customer. The Customer Success Manager (CSM) will coordinate delivery & user training with the agency's designated project manager. The CSM will coordinate with the project manager to ensure they have all information required. They will assist with setting up accounts, notifications, data -sharing, data retention, and answer any policy or training questions. Once delivered, our Field Service Tech will come on-site to configure and provision the system to work with our LEARN/PlateSearch application. They will ensure the system is communicating with the network and scanning plates properly. They will also set up notificat ions via our Target Alert Service (TAS) for the agency, provide user training for the use of the trailer, and provide all other deployment information. Multiple training resources are available for the trailer and the use of our LPR application LEARN. We offer webinar, in-person, and on-demand training options to the agency, at no additional cost. B-5 0 MOTOROLA SOLUTIONS City of Rancho Palos Verdes April 8, 2022 RFP - Purchase of ALPR Trailers Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 5 Section C Organization and Staffing Description of Firm Vigilant Solutions, a wholly owned subsidiary of Motorola Solutions, Inc. is known as an industry leader in Automated License Plate Recognition. Founded in 2005, Vigilant Solutions has successfully partnered with our law enforcement clients to help identify, locate and apprehend security and safety threats by utilizing innovative intelligence solutions proven to help save lives through our LPR hardware, software and investigative tools. Our public safety infrastructure is driven by technology and data that delivers success across the globe. References Department ALPR Program Torrance Police Department ALPR Program Contact Name Captain Mark Athan mathan@torrance.gov Project Description 40 Fixed Cameras, 3 Mobile Units, 1 Covert Unit Phone 310-415-2178 Los Angeles Sheriff’s Department ALPR Program Contact Name Deputy Sam Paul sspaul@lasd.org Project Description Many Deployment’s Directly with the Sheriff and with Contract Cities, Includes Fixed, Mobile, Trailers, and more. Phone 323-829-0072 San Bernardino Sheriff’s Department ALPR Program Contact Name Jenny Anderson janderson@sbcsd.org Project Description Many Deployment’s Directly with the Sheriff and with Contract Cities, Includes Fixed, Mobile, Trailers, and more Phone 909-387-3517 B-6 0 MOTOROLA SOLUTIONS City of Rancho Palos Verdes April 8, 2022 RFP - Purchase of ALPR Trailers Staff Qualifications and Experience Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 6 Section D Staff Qualifications and Experience Our proposed team member resumes are attached in the following pages. B-7 0 MOTOROLA SOLUTIONS City of Rancho Palos Verdes April 8, 2022 RFP - Purchase of ALPR Trailers Project Schedule Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 7 Section E Project Schedule Upon receipt of a purchase order, the trailer chassis has a 60 -day delivery lead-time. The trailer will be delivered to the customer in a fully functional state and our Technical Services Team will have previously coordinated the on -site services for system programing, synchronization to LASD’s LEARN account, configuration and customer deployment training. B-8 0 MOTOROLA SOLUTIONS City of Rancho Palos Verdes April 8, 2022 RFP - Purchase of ALPR Trailers Project Cost Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 8 Section F Project Cost Please refer to the attached pricing in the following pages. B-9 0 MOTOROLA SOLUTIONS City of Rancho Palos Verdes April 8, 2022 RFP - Purchase of ALPR Trailers Quality Control Plan Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 9 Section G Quality Control Plan Motorola Solutions’ Integrated Management System covers the general policies that govern our approach to quality. These global policies are used to satisfy our customers, manage our processes, and meet our business objectives. Our project quality framework supports a set of guidelines and checkpoints designed to demonstra te that the solutions we design, integrate, implement and support, will meet your requirements and expectations. Each project quality plan is created using a collaborative approach to manage the unique needs of your project. A customized Quality Control Plan could be shared upon customer’s request. B-10 0 MOTOROLA SOLUTIONS City of Rancho Palos Verdes April 8, 2022 RFP - Purchase of ALPR Trailers Quality Control Plan Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 10 Section H Acceptance of Conditions Exceptions and Clarifications Please refer to the following pages for the attached exceptions and clarifications to the City’s terms and conditions. B-11 0 MOTOROLA SOLUTIONS City of Rancho Palos Verdes April 8, 2022 RFP - Purchase of ALPR Trailers Quality Control Plan Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 11 Enterprise Service Agreement Please refer to the following page s for the attached Enterprise Service Agreement. B-12 0 MOTOROLA SOLUTIONS City of Rancho Palos Verdes April 8, 2022 RFP - Purchase of ALPR Trailers Quality Control Plan Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 12 Equipment Sale Addendum Please refer to the following pages for the attached Equipment Sale Addendum. B-13 0 MOTOROLA SOLUTIONS City of Rancho Palos Verdes April 8, 2022 RFP - Purchase of ALPR Trailers Appendices Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Page 1 Section I Appendices B-14 0 MOTOROLA SOLUTIONS Vigilant Solutions, LLC 1152 Stealth Street Livermore, California 94551 (P) 925-398-2079 (F) 925-398-2113 Issued To: City Of Rancho Palos Verdes - Attention: RFP_ALPR Trailers Date: 03-31-22 Project Name: RFP - RPV_ALPR Trailers - Rancho Palos Verdes Quote ID: LQW-0277-01 PROJECT QUOTATION We at Vigilant Solutions, LLC are pleased to quote the following systems for the above referenced project: Hardware Qty Item # Description (2) VSS-STD-SPD-VLT- LR Standard Long Run 2-Camera LPR Trailer - 360W Solar ● ● Speed Trailer chassis (36" x 38" Display) ● ALPR install of (2) Vigilant LPR Cameras ● Custom Aluminum Battery Box & Equipment Enclosure ● Firstnet Capable 5G Router / Modem ● GPS/4G antenna ● 360W Solar Panel ● Touchscreen Display Control Unit ● 4x 200 ah 24V Long Run Battery system w/ Victron included ● Optional 24V Lithium Upgrade Sold Separately ● Required Vigilant 2-Camera/Tablet Sold Separately ● Certified Radar Included ● Two Lines of Messaging Included with Speed Sign ● Minimum 10-14 day run time (Dependent on geographical location and sunlight conditions) ● 1-Year manufacturer's warranty (Excludes tires and/or batteries). ● 45-60 Day Lead Time ● Delivery Included ● Custom Colors Available ( Blue, Green, Orange) - o Add 30 days to lead time Subtotal Price $54,000.00 B-15 Vv~qi~¼~r G MOTOROLA SOL UTIONS Qty Item # Description (2) VT-TRL-2-55-L5F 25mm L5F Upfit Kit ● ● Qty=2 25mm lens package ● Tablet Processing Unit and ● 2 15ft L5F Cables ● GPS/4G Antenna o Trailer must include the following: ● 12V Power System ● Internal Mounting space for Tablet LPR Processing Unit ● Suitable Mounting Location for LPR Cameras Subtotal Price $15,000.00 Extended Hardware Warranty 5 Year Coverage Qty Item # Description (2) CDMS24HWW 2-Camera Mobile LPR System - Extended Hardware Warranty - Years 2 through 5 ● Full mobile LPR hardware component replacement warranty ● Applies to 2-Camera hardware system kit ● Valid for 4 years from standard warranty expiration Subtotal Price $8,000.00 Qty Item # Description (2) Extended Warranty - Trailer 4 Year Extended Hardware Warranty -Covers all electronics components in a full bumper to bumper warranty. ● ● Items excluded are the batteries / tires which have 1-year limited warranties and are maintenance items that are not extended with warranty. ● ● Does not include shipping of components to Repair Center from end user, but does cover return shipping for repaired or replacement parts. Subtotal Price $8,400.00 Technical Services Qty Item # Description (2) SSU-SYS-COM Vigilant System Start Up & Commissioning of 'In Field' LPR system ● Vigilant technician to visit customer site ● Includes system start up, configuration and commissioning of LPR system ● Includes CDM/CDF Training ● Applies to mobile (1 System) and fixed (1 Camera) LPR systems Subtotal Price $1,950.00 B-16 I I I I Qty Item # Description (1) VS-TRVL-01 Vigilant Travel via Client Site Visit ● Vigilant certified technician to visit client site ● Includes all travel costs for onsite support services Subtotal Price $1,500.00 Delivery Qty Item # Description (2) VS-SHP-02 Vigilant Shipping Charges - Fixed or Comms ● Applies to each fixed camera LPR System ● Or Communication Box Purchased without LPR System ● Shipping Method is FOB Shipping Subtotal Price $110.00 Qty Item # Description (1) Sales Tax Sales Tax @ 9.5% of $69,000.00 = $6,555.00 Subtotal Price $6,555.00 Quote Notes: 1. All prices are quoted in USD and will remain firm and in effect for 60 days. 2. Returns or exchanges will incur a 15% restocking fee. 3. Orders requiring immediate shipment may be subject to a 15% QuickShip fee. 4. *Camera License Keys (CLKs) & LEARN Hosting are NOT INCLUDED. 5. Extended Hardware Warranty does NOT INCLUDE onsite service. 6. Customer to provide cellular data SIMs. 7. LA County Primary Agreement Pricing. Quoted by: Louis Wershaw - 209-283-0990 - louis.wershaw@motorolasolutions.com Total Price $95,515.00 B-17 I I I DATA SHEET | L5F CAMERA SYSTEM Missed scans mean unsolved cases and unrecognized revenue. The L5F Fixed License Plate Recognition Camera System captures clearer images at greater distances on your high-speed, high-volume roadways. Paired with Vigilant PlateSearch or Vigilant ClientPortal, this solution enables you to receive real-time alerts, conduct comprehensive searches and leverage advanced analytics and parking tools to uncover new vehicle location insights that protect communities and generate revenue. Scan More Than Before Capture your clearest plate detections yet, at greater distance, on your most high- volume, high-speed roadways. Rely On Better Basics Beyond ensuring you’ve captured the best data, we make management, alerting and searching straight-forward. Do More With More Data Use patented analytics, specialized tools as well as easier data sharing and access to derive new intelligent insights. KEY BENEFITS L5F FIXED LPR CAMERA SYSTEM SEE FARTHER. SEE CLEARER. SCAN MORE. B-18• MOTOROLA SOLUTIONS L5F FIXED LPR CAMERA CAMERA PERFORMANCE Part Number Optimal Focal Length Capture Range* VSR-5x-908 14 ft 6-27 ft VSR-5x-916 40 ft 25-55 ft VSR-5x-925 70 ft 55-85 ft VSR-5x-935 95 ft 85-105 ft VSR-5x-950 115 ft 105-125 ft CAMERA ACCESSORIES ILLUMINATION VIDEO STREAMING OPTICS Window Shatterproof window Resolution 1440x1080 Monochrome global shutter 1440x1080 Color global shutter Capture speed maximum 150 mph (241 kph) HOUSING Size 6.9 x 6.5 x 2 in / 175 x 165 x 51 mm Fixed mounting 3-axis (aim precision) lock in place, low profile, solid mount, and sun shield Color Matte black Weight 3.5 lbs ENVIRONMENTAL Environmental protection IP67 / NEMA4 compliant Operational temperature -40ºF to 140ºF (-40ºC to 65ºC) Connector IP67 rated CABLE MANAGEMENT Cable length Up to 328 ft (100 m) Type Cat6 STP 22-24 AWG Connector 10 pin circular- all-weather, impact resistant ELECTRICAL Power consumption 12.95W nominal Input voltage POE (IEEE802.3 af PD) Part # VS-UNI-POLE-MNT Description Single Fixed Camera Mount/Bracket Pulsed LED illumination Zero lux environments *850nm and 750nm options ONVIF compliant H.264/H.265, M JPEG The L5F Camera features a new state-of-the-art sensor that allows it to capture clearer images at greater distances on your high-speed, high-volume roadways. DATA SHEET | L5F CAMERA SYSTEM *Up to 2 lanes of traffic coverage in most scenarios. B-19 VLP COMMUNICATIONS BOX The VLP Communications Box combines processing and power in a durable, ruggedized enclosure that is equipped with an all-in-one built-in processor with GPS and PoE for up to four cameras. SYSTEM CPU Intel Gen8 Core i7-8700T (12M Cache 2.4GHz up to 4.0GHz) Memory 2 x 8GB DDR4 2400 MHz SO-DIMM LAN Chipset 9 x Intel i210-AT and 1 x i219 (iAMT9.5 w/ i5, i7 only) Gb/s Ethernet Controllers Onboard Support PXE and WOL I/O Serial Port 3 x RS 232/422/485 (Auto Direction Control) USB Port 4 x USB 3.0 Ports LAN 10 x RJ45 Ports for GbE (Optional for M12 connector and 8 x PoE total Max. 120W) Video Port 3 x DP Ports Wi-Fi Adapter 802.11n/g/b 4G LTE / GPS Sierra Wireless EM7511-Dual Sim Support POWER REQUIREMENT SOFTWARE Operating System Ubuntu 18.04 64bit GRAPHICS Graphics Intel® UHD Graphics 630 Resolution Max Resolution (DP) : 4096x2304@60Hz STORAGE Type 2 x 2.5” Drive Bay for SATA Type HDD/SSD RAID 0, 1, 5 1 x mSATA ENVIRONMENTAL Operating Temp. -40ºC ~ 70ºC, ambient w/ 0.6m/s airflow Storage Temp. -40ºC ~ 80ºC Relative Humidity 10% RH – 90% RH (non-condensing) Vibration (random) EC60068-2-64, random, 2.5G@5~500Hz, 1hr/axis with SSD Vibration Operating MIL-STD-810G, Method 514.6, Procedure 1, Category 4 Shock Operating: MIL-STD-810G, Method 516.6, Procedure 1, Trucks and semi-trailers=15G (11ms) with SSD Certifications CE, FCC Class A, E13 MECHANICAL Construction Polycarbonate Mounting Wall or pole mount Weight 34.5 lbs (15,649g) Dimensions 356(L) x 305(W) x 178(D) mm Power Input 120V AC Power Protection Automatic Recovery - Short Circuit Protection Power Management Remote/Ignition connection to toggle power Power Off Control Power off Delay Time Setting by BIOS and Software DATA SHEET | L5F CAMERA SYSTEM B-20 ----- Motorola Solutions, Inc. 500 West Monroe Street, Chicago, IL 60661 U.S.A. motorolasolutions.com MOTOROLA, MOTO, MOTOROLA SOLUTIONS and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners. © 2021 Motorola Solutions, Inc. All rights reserved. 02-2021 For more information, visit motorolasolutions.com/contactus B-21 • MOTOROLA SOLUTIONS 11FACT SHEET MOTOROLA SOLUTIONS VIGILANT STANDARD SOLAR 2-CAMERA HD LPR TRAILER WITH 300W PANEL VSS-STD-SPD-VLT • Speed Trailer chassis Metal Display • ALPR install of (2) Vigilant LPR Cameras • Custom Built Battery Box • Vigilant VLT Tablet w/ flip out keyboard • Firstnet Capable 5G Router / Modem GPS/4G antenna • 300W Solar Panel • 3x 200 ah 12V system • Touchscreen Display Control Unit • Certified Radar Included • Two Lines of Messaging Included with Speed Sign • Minimum 5-7 day run time (Dependent on geographical location and sunlight conditions) • Web Monitor Included (Optional VVT Subscription) • Optional LiPo Upgrade & Data Classifier Options • 4 5-60 Day Lead Time VIGILANT LONG RUN SOLAR 2-CAMERA HD LPR TRAILER WITH 340W PANEL VSS-STD-SPD-VLT-LR • Speed Trailer chassis (36” x 38” Display) • ALPR install of (2) Vigilant LPR Cameras • Custom Aluminum Battery Box & Equipment Enclosure • Vigilant VLT Tablet • Firstnet Capable 5G Router / Modem • GPS/4G antenna • 340W Solar Panel • 4x 200 ah 24V Long Run system • Touchscreen Display Control Unit • Certified Radar Included • Two Lines of Messaging Included with Speed Sign • Minimum 10-14 day run time (Dependent on • geographical location and sunlight conditions) • Web Monitor Included (Optional VVT Subscription) • Optional LiPo Upgrade & Data Classifier Options • 4 5-60 Day Lead Time VIGILANT TRAILER SOLUTIONS SPEED TRAILERS B-22 2 VIGILANT ADVANCED SOLAR 2-CAMERA HD LPR TRAILER WITH METRO MESSAGE BOARD 300W SOLAR 360 AH 24V POWER SYSTEM VSS-STD-MSG-VLT • Metro Message Trailer chassis (71” x 48” Display) • ALPR install of (2) Vigilant LPR Cameras • Custom Aluminum Battery Box & Equipment Enclosure • Vigilant VLT Tablet w/ flip out keyboard • Firstnet Capable Router / Modem • GPS/4G antenna • 360W Solar Panel • 4x 200 ah 24V Long Run system • Touchscreen Display Control Unit • Certified Radar Included • Two Lines of Messaging Included with Speed Sign • Minimum 7-10 day run time (Dependent on geographical location and sunlight conditions) • Web Monitor Included (Optional VVT Subscription) • Optional LiPo Upgrade & Data Classifier Options • 60 Day Lead Time VIGILANT PREMIUM SOLAR 2-CAMERA HD LPR TRAILER XL MESSAGE BOARD 565W VSS-XL-MSG-VLT • Mini Message Trailer chassis w/ extended 565W Tilting • Solar Array (96” x 55” Display) • ALPR install of (2) Vigilant LPR Cameras • Custom Aluminum Battery Box & Equipment Enclosure • Vigilant VLT Tablet • Firstnet Capable 5G Router / Modem • GPS/4G antenna • 565W Solar Panel • 4x 200 ah 12V system • Touchscreen Display Control Unit • Certified Radar Included • Minimum 10-14 day run time (Dependent on geographical location and sunlight conditions) • Web Monitor Included (Optional VVT Subscription) • Optional LiPo Upgrade & Data Classifier Options • 60-90 Day Lead Time 2FACT SHEET MOTOROLA SOLUTIONS MESSAGE TRAILERS B-23 3 REAPERHD 2-CAMERA LPR TRAILER UPFIT KIT VSS-TRL-KIT-LPR • LPR Upfit kit for conversion of a standard VMS, speed or other similar trailer to include LPR - (2) 25mm Vigilant L5F Cameras - VLT Processing Tablet w/ flip out keyboard - Weatherproof Equipment Enclosure - Firstnet Capable 5G Router / Modem - GPS/4G / Cell antenna - Remote Monitoring / Power Management - Cabling required for standard installations • Trailer must include the following: - 24V power system - Internal mounting space for LPR processing unit and monitor - Suitable mounting location for LPR cameras 3FACT SHEET MOTOROLA SOLUTIONS VIGILANT PREMIUM SOLAR 2-CAMERA HD LPR TRAILER XL MESSAGE BOARD 470W + 12 FT ELECTRONIC MAST / PTZ CAMERA ADD ON (ACCESSORY) VSS-XL-MSG-VLT-PTZ • Mini Message Trailer chassis w/ extended 470W Tilting • Solar Array (96” x 55” Display) • ALPR install of (2) Vigilant LPR Cameras • Custom Aluminum Battery Box & Equipment Enclosure • Vigilant VLT Tablet w/ flip out keyboard • Firstnet Capable 5G Router / Modem • GPS/4G antenna • 470W Solar Panel • 4x 200 ah 12V system • Touchscreen Display Control Unit • Certified Radar Included • 12ft Electric Winch Mast w/ Optional PTZ Optic provided. (Avigilon, Axis, or Customer Supplied Optic) • Minimum 5-7 day run time (Dependent on geographical location and sunlight conditions) • Web Monitor Included (Optional VVT Subscription) • Optional LiPo Upgrade & Data Classifier Options • 60-90 Day Lead Time MESSAGE TRAILERS RETROFIT KIT OPTIONS B-24 44FACT SHEET MOTOROLA SOLUTIONS VIGILANT CLK FEES – HOSTING OF CAMERAS ON LEARN BSC-SVC-01 • 1 Year of Camera Hosting on Vigilant Solutions LEARN Platform. • 1 Required Per Camera • Annual Charge • Requires executed ESA Agreement with agency VIGILANT SOLUTIONS START UP AND COMMISSIONING VSS-SSUPC-SYS • Start Up and Commissioning of 1 new trailer system on Vigilant Solutions LEARN platform • Includes setup of device TRAILER SHIPPING 1 REQUIRED PER TRAILER VS-SHP-TRL-CONUS • Start Up and Commissioning of 1 new trailer system on Vigilant Solutions LEARN platform • Includes setup of device VIGILANT STARTUP OF LEARN ACCOUNT VSS-SSUPC-COM • 1 Year of Camera Hosting on Vigilant Solutions LEARN Platform. • 1 Required Per Camera • Annual Charge • Requires executed ESA Agreement with agency VIGILANT TRAINING FIRST TIME CUSTOMER REQUIRED VSS-TRNG • 4 Hour Class on LEARN • Required with new trailer customers • Requires Travel line item listed below VIGILANT TRAVEL – REQUIRED WITH ON SITE TRAINING VSS-TRVL • Travel Fees for Trainer / CONUS • Includes federal per diem rate / transport cost. REQUIRED FEES NEW CUSTOMER FEES B-25 55 Motorola Solutions, Inc. 500 West Monroe Street, Chicago, IL 60661 U.S.A. motorolasolutions.com MOTOROLA, MOTO, MOTOROLA SOLUTIONS and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners. © 2021 Motorola Solutions, Inc. All rights reserved. 11-2021 4 CAMERA 360 SURVEILLANCE SYSTEM – STANDARD SPEED / MESSAGE VS-UPG-SPD-TRL-4PIN • Axis FA44 Recording Unit • Includes 4x Axis Pinhole Cameras TRAFFIC DATA CLASSIFIER VSS-WNC-Data-CLSF • Wanco Traffic Data Classifier • Vehicle Classification / Average Speed • Traffic Study Enforcement Equipment BATTERY UPGRADE 3X LIFEPO4 LITHIUM-ION BATTERIES (12V SYSTEM) VSS-12-LiPoUP • pgrade to 3x 200 ah LiPo Batteries • Upgraded Lithium-Ion Smart Battery Charger • Upgraded Victron Lithium Charging System • Greatly Extended Run Time / Longevity • 5 Year Battery Warranty Included BATTERY UPGRADE 4X LIFEPO4 LITHIUM-ION BATTERIES (24V SYSTEM) VSS-12-LiPoUP • Upgrade to 4x 200 ahLiPo Batteries • Upgraded Lithium-Ion Smart Battery Charger • Upgraded Victron Lithium Charging System • Greatly Extended Run Time / Longevity • 5 Year Battery Warranty Included COLD WEATHER VARIANT LIPO BATTERY UPGRADE 3X LIFEPO4 LITHIUM-ION BATTERIES (12V SYSTEM) VSS-12-LiPoUP-CW • Upgrade to 3x 200 ah LiPo Batteries • Internal Heat Pad in Batteries for Cold Weather Environment Charging / Operation • Upgraded Lithium-Ion Smart Battery Charger • Upgraded Victron Lithium Charging System • Greatly Extended Run Time / Longevity • 5 Year Battery Warranty Included COLD WEATHER VARIANT LIPO BATTERY UPGRADE 4X LIFEPO4 LITHIUM-ION BATTERIES (24V SYSTEM) VSS-24-LiPoUP-CW • Upgrade to 4x 200 ah LiPo Batteries • Internal Heat Pad in Batteries for Cold Weather Environment Charging / Operation • Upgraded Lithium-Ion Smart Battery Charger • Upgraded Victron Lithium Charging System • Greatly Extended Run Time / Longevity • 5 Year Battery Warranty Included PTZ CAMERA ADD ON FOR VSS-XL-MSG-VLT-PTZ VSS-VMSL-PTZAdd • Install of Axis or Avigilon PTZ camera • Includes POE Supply • Recording via SIM card supplied by customer LINC LICENSING ADD ON FOR PTZ (RVMS ONLY) VSS-MSG-PTZ-LinC • 3rd Party Camera Licensing LinC to utilize LPR as PTZ. • Recurring bill, requires LinC signed agreement / ESA UPGRADES B-26 • MOTOROLA SOLUTIONS