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HomeMy WebLinkAboutAGMT - Vigilant Solutions LLC (Equipment Purchase Agreement for Automated License Plate Readers)EQUIPMENT PURCHASE AGREEMENT FOR AUTOMATED LICENSE PLATE READERS between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 H Vigilant Solutions, LLC 1152 Stealth Street Livermore, California 94551 925-398-2079 This Equipment Purchase Agreement for automated license plate readers ("the Agreement") is made as of February 8221 March 22, 2021 (the "Effective Date"), by and between Vigilant Solutions, LLC ("Contractor"), a Delaware limited liability company, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City has determined that it needs to purchase certain license plate reader ("ALPR") equipment for placement at City intersections (the "Project"). B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(B), City desires to engage Contractor as a sole source vendor to provide specialized equipment and to install such equipment with the required Caltrans permits described in the Project Quotation, attached hereto as Exhibit "A" and incorporated in this reference, in the manner set forth herein and more fully described in Section 1.0. C. Contractor represents that the principal members of its firm have the specialized equipment desired by the City and are fully qualified to perform the Project contemplated by this Agreement in a good and professional manner; and it desires to perform the Project as provided herein. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Purchase for ALPR Equipment Contractor shall provide the equipment, including all machinery, equipment, items, parts, materials, labor or other services, including design, engineering and installation services, provided by Contractor as specified in Exhibit "A," ("Equipment") attached hereto and incorporated herein by reference. 2.0 Materials and Workmanship When Exhibit "A" specifies machinery, equipment or material by manufacturer, model or trade name, no substitution will be made without City's written approval. Machinery, equipment or material installed in the Equipment without the approval required by this Section 2 will be deemed to be defective material for purposes of Section 4. Where machinery, equipment or materials are referred to in Exhibit "A" as equal to any particular standard, City will decide the question of equality. When requested by City, Contractor will furnish City with the name of the manufacturer, the performance capabilities and other pertinent information necessary to properly determine the quality and suitability of any machines, equipment and material to be incorporated in the Equipment. 2 of 20 3.0 Inspections and Tests City shall have the right to inspect and/or test the Equipment prior to acceptance. If upon inspection or testing the Equipment or any portion thereof are found to be nonconforming, unsatisfactory, defective, of inferior quality or workmanship, or fail to meet any requirements or specifications contained in Exhibit "A," then without prejudice to any other rights or remedies, City may reject the Equipment or exercise any of its rights under Section 4.C. The inspection, failure to make inspection, acceptance of goods, or payment for goods shall not impair City's right to reject nonconforming goods, irrespective of City's failure to notify Contractor of a rejection of nonconforming goods or revocation of acceptance thereof or to specify with particularity any defect in nonconforming goods after rejection or acceptance thereof. 4.0 Warranty A. Contractor warrants that the Equipment will be of merchantable quality and free from defects in design, engineering, material and workmanship for a period of one (1) year from the date of shipment. Contractor further warrants that any services provided in connection with the Equipment will be performed in a professional and workmanlike manner and in accordance with the highest industry standards. B. Contractor further warrants that all machinery, equipment or process included in the Equipment will meet the performance requirements and specifications specified in Exhibit "A" and shall be fit for the purpose intended. City's inspection, testing, approval or acceptance of any such machinery, equipment or process will not relieve Contractor of its obligations under this Section 4.13. C. For any breach of the warranties contained in Section 4.A and Section 4.13 Contractor will, immediately after receiving notice from City, at the option of Contractor, and at Contractor's own expense and without cost to City: 1. Repair the defective Equipment; 2. Replace the defective Equipment with conforming Equipment, F.O.B. City's plant, office or other location of City where the Equipment was originally performed or delivered; or 3. Repay to City the purchase price of the defective Equipment. If repair or replacement is selected, any defects will be remedied without cost to City, All such defective Equipment that is so remedied will be similarly warranted as stated above, for the remainder of the warranty period. In addition, Contractor will repair or replace other items of the Equipment which 3 of 20 may have been damaged by such defects or the repairing of the same, all at its own expense and without cost to City. D. Contractor also warrants that the Equipment is free and clear of all liens and encumbrances whatsoever, that Contractor has a good and marketable title to same, and that Contractor owns or has a valid license for all of the proprietary technology and intellectual property incorporated within the Equipment. Contractor agrees to indemnify, defend and hold City harmless against any and all third party claims resulting from the breach or inaccuracy of any of the foregoing warranties. E. In the event of a breach by Contractor of its obligations under this Section 4 City will not be limited to the remedies set forth in this Section 4, but will have all the rights and remedies permitted by applicable law, including without limitation, all of the rights and remedies afforded to City under the California Commercial Code. 5.0 Prices Unless expressly provided otherwise, all prices and fees specified in Exhibit "A," attached hereto and incorporated herein by reference, are firm and shall not be subject to change without the written approval of City. No extra charges of any kind will be allowed unless specifically agreed to in writing by City's authorized representative. The total price shall include (i) all federal, state and local sales, use, excise, privilege, payroll, occupational and other taxes applicable to the Equipment furnished to City hereunder; and (ii) all charges for packing, freight and transportation to destination, except QuickShip charges described in Exhibit «A„ 6.0 Payment A. For performing and completing the Project in accordance with this Agreement, City will pay Contractor in accordance with Exhibit "A" but in no event will the City pay more than the not -to -exceed amount of $211,162.10. Said amount shall constitute payment in full, including, without limitation, sales tax, labor, materials, equipment, tools and services used or incorporated in the Project, supervision, administration, overhead, expenses and any and all other things required, furnished or incurred for completion of the Project. B. Contractor shall submit to City invoices for all work rendered pursuant to this Agreement. Such invoices shall be submitted upon completion of the Project and shall describe in detail the particular Equipment delivered during the period, the days worked, number of hours worked, and the w performed for each day in the period. City will pay Contractor within 30 days of receiving Contractor's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Contractor. 4 of 20 C. Upon 24-hour notice from City, Contractor shall allow City or City's agents or representatives to inspect at Contractor's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Contractor in connection with this Agreement. City's rights under this Section shall survive for four (4) years following the termination of this Agreement. D. Additional Work. Any additional work authorized by the City Council and City Manager will be compensated in accordance with a fee arrangement agreed to by the Parties in writing. 7.0 Schedule for Delivery A. The time of Contractor's performance is of the essence for this Agreement. The Equipment shall be delivered within 60 days of the Effective Date of the Agreement. Contractor must immediately notify City in writing any time delivery is behind schedule or may not be completed on schedule. B. In the event that the Equipment is part of a larger project or projects that require the coordination of multiple contractors or suppliers, then Contractor will fully cooperate in scheduling the delivery so that City can maximize the efficient completion of such project(s). 8.0 Taxes A. Contractor agrees to timely pay all sales and use tax (including any value added or gross receipts tax imposed similar to a sales and use tax) imposed by any federal, state or local taxing authority on the ultimate purchase price of the Equipment provided under this Agreement. B. Contractor will withhold, and require its subcontractors, where applicable, to withhold all required taxes and contributions of any federal, state or local taxing authority which is measured by wages, salaries or other remuneration of its employees or the employees of its subcontractors. Contractor will deposit, or cause to be deposited, in a timely manner with the appropriate taxing authorities all amounts required to be withheld. C. All other taxes, however denominated or measured, imposed upon the price of the Equipment provided hereunder, will be the responsibility of Contractor. In addition, all taxes assessed by any taxing jurisdiction based on Contractor property used or consumed in the provision of the Equipment such as and including ad valorem, use, personal property and inventory taxes will be the responsibility of Contractor. 5 of 20 D. Contractor will, upon written request, submit to City written evidence of any filings or payments of all taxes required to be paid by Contractor hereunder. 9.0 Subcontracts Unless otherwise specified, Contractor must obtain City's written permission before subcontracting any portion of the Equipment. Except for the insurance requirements in Section 21, all subcontracts and orders for the purchase or rental of supplies, materials or equipment, or any other part of the Equipment, will require that the subcontractor be bound by and subject to all of the terms and conditions of the Agreement. No subcontract or order will relieve Contractor from its obligations to City, including, but not limited to Contractor's insurance and indemnification obligations. No subcontract or order will bind City. 10.0 Title and Risk of Loss Unless otherwise agreed, City will have title to, and risk of loss of, all completed and partially completed portions of the Equipment upon delivery, as well as materials delivered to and stored on City property which are intended to become a part of the Equipment. However, Contractor will be liable for any loss or damage to the Equipment and/or the materials caused by Contractor or its subcontractors, their agents or employees, and Contractor will replace or repair said Equipment or materials at its own cost to the complete satisfaction of City. Notwithstanding the foregoing, in the event that the City has paid Contractor for all or a portion of the Equipment which remains in the possession of Contractor, then City shall have title to, and the right to take possession of, such Equipment at any time following payment therefor. Risk of loss for any Equipment which remains in the possession of Contractor shall remain with Contractor until such Equipment has been delivered or City has taken possession thereof. Contractor will have risk of loss or damage to Contractor's property used in the construction of the Equipment but which does not become a part of the Equipment. 11.0 Termination A. This Agreement may be terminated by City, without cause, or by Contractor based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. B. This Agreement may be terminated by City upon 10 days' notice to Contractor if Contractor, upon request by City, fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement. 6 of 20 12.0 Party Representatives A. The City Manager is the City's representative for purposes of this Agreement. B. Daniel Ramsden is the Contractor's primary representative for purposes of this Agreement and shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Work hereunder. Contractor may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 13.0 Notices A. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 -8th Street Seal Beach, California 90740 Attn: City Manager To Contractor: Daniel Ramsden Vigilant Solutions Livermore, California 94551 B. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 14.0 Independent Contractor A. Contractor is an independent contractor and not an employee of the City. All work or other Work provided pursuant to this Agreement shall be performed by Contractor or by Contractor's employees or other personnel under Contractor's supervision, or a subcontractor, and Contractor shall ensure those performing the work shall possess the qualifications, permits, and licenses required by State and local law to perform such Work, including, without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code. Contractor will determine the means, methods, and details by which Contractor's personnel will perform the Work. Contractor shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Work and compliance with the customary professional standards. 7 of 20 B. All of Contractor's employees and other personnel performing any of the Work under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor and Contractor's personnel shall not supervise any of City's employees; and City's employees shall not supervise Contractor's personnel. Contractor's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Contractor's personnel shall not use any City e-mail address or City telephone number in the performance of any of the Work under this Agreement. Contractor shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Contractor's personnel require to perform any of the work required by this Agreement. C. Contractor shall be responsible for and pay all wages, salaries, benefits and other amounts due to Contractor's personnel in connection with their performance of any Work under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Contractor and any of its officers, employees, agents, and subcontractors providing any of the Work under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. D. Contractor shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor's personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Contractor's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. E. Survival. The provisions of this Section 14.0 shall survive the expiration or termination of this Agreement. 8 of 20 15.0 PERS Compliance and Indemnification A. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Contractor agrees that, in providing its employees and any other personnel to City to perform any work or other Work under this Agreement, Contractor shall assure compliance with the Public Employees' Retirement Law, commencing at Government Code § 20000, the regulations of PERS, and the Public Employees' Pension Reform Act of 2013, as amended. Without limitation to the foregoing, Contractor shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations. B. Indemnification. Contractor shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor's violation of any provisions of this Section 9.0. This duty of indemnification is in addition to Contractor's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 16.0 Confidentiality Except for documents Contractor provides to similarly situated customers, Contractor covenants that all data, documents, discussion, or other information developed or received by Contractor or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contractor without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Contractor's covenant under this Section shall survive the termination of this Agreement. 17.0 Subcontractors No portion of this Agreement shall be approval of the City. Contractor is fully of any and all subcontractors. subcontracted without the prior written responsible to City for the performance 9 of 20 18.0 Assignment Except for an assignment to Motorola Solutions, Inc, parent company of Contractor, Contractor shall not assign or transfer any interest in this Agreement or the performance of any of Contractor's obligations hereunder, whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 19.0 Inspection and Audit of Records Contractor shall maintain complete and accurate records with respect to all Work and other matters covered under this Agreement, including but expressly not limited to, all Work performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Contractor shall maintain adequate records on the Work provided in sufficient detail to permit an evaluation of all Work in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Contractor shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Work under this Agreement. Contractor shall retain all financial and program service records and all other records related to the Work and performance of this Agreement for at least four (4) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 19.0 shall survive for four (4) years after expiration, termination or final payment under this Agreement, whichever occurs later. 20.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA. The City may issue restraint or cease and desist orders to Contractor when unsafe or harmful acts are observed or reported relative to the performance of the Work. Contractor shall maintain the work sites free of hazards to persons and property resulting from its operations. Contractor shall immediately report to the City any hazardous condition noted by Contractor. Contractor shall be responsible for and shall provide and maintain all required guards, railings, lights and warning signs and shall take all precautions to avoid injury or damage to any person or property and shall protect and indemnify the City against any claim or liability arising from or based on the lack of proper safeguards or negligence whether by himself or his agents, employees or subcontractors. 10 of 20 Contractor shall protect all Work, materials and equipment from damage from any cause whatsoever, and provide adequate and proper storage facilities during the progress of the Work. Contractor shall provide for the safety and good condition of all Work until final acceptance of the Work by the City and replace all damaged or defective work, materials and equipment before requesting final acceptance. Contractor shall exercise diligence to avoid damage to sprinkler piping, valves, trees, planting, turf, etc., in addition to buildings, structures, pavement, fences and footings. Any required tree branch trimming or removal shall be brought to the attention of the City promptly and will be performed by City personnel. Any damage to private property shall be repaired at the sole expense of the Contractor. 21.0 Insurance A. Liability Insurance. Contractor shall procure and maintain in full force and effect for the duration of this Contract 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 Contractor, and its agents, representatives, employees and subcontractors. The policy limits set forth below do not act as a limitation upon the amount of indemnification to be provided by Contractor. B. Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as - 1 Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). 2 Insurance Services Office form number CA 0001) covering Automobile Liability, code 1 (any auto). 3 Insurance Services Office form number CG 20 10 11 85 covering Additional Insured—Owners, Lessees or Contactors. 4 If Contractor is also the manufacturer of any equipment included in the Equipment, Contractor shall carry Product Liability and/or Cyber Technology Errors and Omissions which covers said equipment with limits of One Million Dollars ($1,000,000) per claim and Two Million Dollars ($2,000,000) general aggregate. limits: A. Limits of Insurance. Contractor shall maintain the following 11 of 20 1. General Liability: $2,000,000 per occurrence and $4,000,000 in the aggregate for bodily injury, personal injury and property damage. 2. Automobile Liability: $2,000,000 per occurrence for bodily injury and property damage. 3. Employer's Liability: $1,000,000 per occurrence and in the aggregate for bodily injury or disease; and Workers' Compensation Insurance in the amount required by law. 4. Cyber Security & Privacy Liability Insurance: A policy or policies of Cyber Liability Insurance with minimum limits of One Million Dollars ($1,000,000) per claim and Two Million Dollars ($2,000,000) general aggregate. Consultant agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed. B. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1. City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials, are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. 2. Except to the extent any claims arise out of the negligence or willful misconduct of the City, for any claims related to this Contract, Contractor's insurance coverage shall be primary insurance as respects City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials. Any insurance or self- insurance maintained by City, their officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials shall be excess of Contractor's insurance and shall not contribute with it. 3. Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 4. Each insurance policy required by this Section shall be endorsed to state that coverage shall not be canceled without 30 days prior written notice to City. 5. Each insurance policy, except for any professional liability policy, required by this Section shall expressly waive the insurer's right of 12 of 20 subrogation against City and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City or agency officials except to the extent such claims arise out of the negligence or willful misconduct of the City. C. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A -:VIII unless waived in writing by City's Risk Manager. D. Verification of Coverage. All insurance coverages shall be confirmed by execution of endorsements on forms approved by the City, such approval not to be unreasonably withheld. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by City before services commence. E. Freight. Contractor shall ensure that third party shippers contracted by Contractor have adequate insurance coverage for the shipped Equipment. 22.0 Indemnification, Hold Harmless, and Duty to Defend A. To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, employees, successors, assigns (collectively "Indemnitees"), from and against any and all third party claims for damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever (collectively "Liabilities"), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Contractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Liabilities to the extent due to the negligence or willful misconduct of the Indemnitees, as determined by judicial decision or by the agreement of the Parties. Contractor's shall defend and indemnify upon City promptly notifying Contractor in writing, Contractor shall have sole control of the defense of the suit and all negotiations for its settlement or compromise. City shall provide cooperation. Contractor shall pay all required taxes on amounts paid to Contractor under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contractor shall fully comply with the workers' compensation law regarding Contractor and Contractor's employees. Contractor shall indemnify and hold City harmless from any failure of Contractor to comply with applicable workers' compensation laws. City may offset against the amount of any fees due to 13 of 20 Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this Section). B. Civil Code Exception. Nothing in this Section 22.0 shall be construed to encompass Indemnitees' sole negligence or willful misconduct to the limited extent that the underlying Agreement is subject to Civil Code Section 2782(a) or the City's active negligence to the limited extent that the underlying Contract Documents are subject to Civil Code Section 2782(b), provided such sole negligence, willful misconduct or active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. C. Bid Protests. In addition to its obligations pursuant to Section 22.A, Contractor shall reimburse City for all attorneys' fees and costs incurred by City in connection with, arising out of, or incident to any bid protest. D. City's Sole Negligence. Nothing in Section 22.A shall be construed to require Contractor to indemnify Indemnitees for that portion of any Claim to the extent arising from the sole negligence or willful misconduct of the Indemnitees. E. Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess against Contractor because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. F. Waiver of Right of Subrogation. Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of their duties, from all claims, losses, and liabilities arising out of or incident to activities or operations performed by or on behalf of the Indemnitor G. Insurance Not Limiting. The obligations of Contractor under this or any other provision of this Agreement shall not be limited by the provisions of any workers' compensation act or similar act. Contractor expressly waives any statutory immunity under such statutes or laws as to the Indemnitees. 14 of 20 H. Except for personal injury, death or damage to tangible property, Vigilant's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or services with respect to which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT VIGILANT WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY VIGILANT PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account. I. Survival. The provisions of this Section 22.0 shall survive the expiration or termination of this Agreement and are in addition to any other rights or remedies that Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against Contractor shall be conclusive in favor of the Indemnitee's right to recover under this indemnity provision. 23.0 Liens A. Contractor, subcontractors and suppliers will not make, file or maintain a mechanic's or other lien or claim of any kind or character against the Equipment, for or on account of any labor, materials, fixtures, tools, machinery, equipment, or any other things furnished, or any other work done or performance given under, arising out of, or in any manner connected with the Agreement (such liens or claims referred to as "Claims"); and Contractor, subcontractor and suppliers expressly waive and relinquish any and all rights which they now have, or may subsequently acquire, to file or maintain any Claim and Contractor, subcontractor and suppliers agree that this provision waiving the right of Claims will be an independent covenant. B. Contractor will save and hold City harmless from and against any and all Claims that may be filed by a subcontractor, supplier or any other person or entity and Contractor will, at its own expense, defend any and all actions based upon such Claims and will pay all charges of attorneys and all costs and other expenses arising from such Claims. 15 of 20 24.0 Equal Opportunity Contractor affirmatively represents that it is an equal opportunity employer. Contractor shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 25.0 Workers' Compensation Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of Labor Code Section 1861, by signing this Contract, the Contractor certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the Work of this Contract." 26.0 Entire Agreement This Agreement, including any other documents incorporated herein by specific reference, contains the entire and integrated agreement between Contractor and City with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties. 27.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 28.0 Titles and Headings The titles and headings used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it. 29.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California, with venue in Orange County, California. 16 of 20 30.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 31.0 Non -Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Contractor constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Contractor, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 32.0 Prohibited Interests; Conflict of Interest A. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Work, or which would conflict in any manner with the performance of the Work. Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Work. Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained. B. Contractor further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Nor has Contractor paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Contractor hereunder the full amount or value of any such fee, commission, percentage or gift. C. Contractor warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor shall immediately make a complete, written disclosure of such interest to City, even if 17 of 20 such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection. 33.0 Attorneys' Fees If either party to this Agreement commences an action or proceeding against the other party, either legal, administrative or otherwise, to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to have and recover from the losing party all of its reasonable attorneys' fees and other reasonable costs incurred in connection therewith. 34.0 Interpretation In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 35.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 36.0 Corporate Authority The person executing this Agreement on behalf of Contractor warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Contractor is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. 18 of 20 CITY OF SEAL BEACH An Attes m Approved as Fo By: - raig A. Steele, City Attorney 19 of 20 VIGILANT SOLUTIONS, LLC By:? Name: Eli eth Heintzman Its: Director of Sales By: Ai� /lc dam, Name: Nick Kister Its: Westem Area Sales Manager (Please note, two signatures required for corporations pursuant to California Corporations Code Section 313.) EXHIBIT A Contractor's Project Quotation (Attached) 20 Quote For: ILANT UTI O N S Seal Beach Police Department Attn: Nicholas Nicholas Reference: Fixed Project (no install), plus Mobile Swap Quote By: Vigilant Solutions, LLC Daniel Ramsden Date: 11-10-20 Be Smart. Be Safe. Be Vigilant. PROJECT QUOTATION We at Vigilant Solutions, LLC are pleased to quote the following systems for the above referenced project: Vigilant Solutions, LLC Item # \ 1152 Stealth Street VSF-025-RHD Y VIGILANT S o L u T► o N s Livermore, California 94551 MOTOROLA SOLUTE N p Camera Cable - Standard ReaperHD Camera (P)925-398-2079 (F)925-398-2113 Issued To: Seal Beach Police Department -Attention: Nicholas Nicholas Date: 11-10-20 Project Name: Fixed Project (no install), plus Mobile Swap Quote ID: DAR -1321-09 PROJECT QUOTATION We at Vigilant Solutions, LLC are pleased to quote the following systems for the above referenced project: Qty Item # Description (16) VSF-025-RHD Vigilant Fixed LPR ReaperHD Camera with Sun Shield - 25mm Lens with Camera Cable - Standard ReaperHD Camera Hardware: • Dual -lens camera with infrared LEDs for plate illumination up to 75' capture distance • Camera housing with included sunshield is IP67 rated for reliable use in varied weather conditions • 30' camera cable included Software: • Direct connect to Vigilant's nationally hosted LEARN LPR data server o Includes CarDetector LPR software for local server hosting • LPR vehicle license plate scanning / real time alerting o Full suite of LPR tools including data analytics (7) BCAV1 F2 -C600 Vigilant Fixed Camera Communications Box • Manages power and communications for up to four (4) Vigilant fixed LPR cameras • Includes modem for communication with cellular carriers o SIM Card not included (16) VS -FX -UNI -POLE- Fixed LPR Camera Bracket WALL-BRKT_REV B . Pole or Wall Mount - UPR ARM ASSY POLE & WALL MOUNT BLK REV B • UPR ARM ASSY POLE & WALL MOUNT BLK (16) REAPERHD- ReaperHD Camera Cable - 60 FT CAMERA -CABLE- 60FT . For use with ReaperHD cameras only (1) Mobile LPR SYS -1 Mobile LPR 4 -Camera Reaper High -Definition System CDM-4-2234RHD Hardware: • Qty=2 8mm lens package • Qty=1 12mm lens package • Qty=1 16mm lens package • VLP-5200 Processing Unit • Wiring harness w/ ignition control (Direct to Battery) o Single point power connection • Field installed GPS antenna Software: • CarDetector Mobile LPR software application for MDC unit o LPR vehicle license plate scanning / real time alerting o Full suite of LPR tools including video tool set (1) Mobile LPR SYS -2 Mobile LPR 3 -Camera Reaper High -Definition System (Expandable to 4 Cams) CDM -3 -234 -RHD Hardware: • Qty=1 8mm lens package • Qty=1 12mm lens package • Qty=1 16mm lens package • VLP-5200 Processing Unit • Wiring harness w/ ignition control (Direct to Battery) o Single point power connection • Field installed GPS antenna Software: • CarDetector Mobile LPR software application for MDC unit • LPR vehicle license plate scanning / real time alerting • Full suite of LPR tools including video tool set (2) VS -LBB -02-E LPR Camera Mounting Brackets - Light Bar Mounting Style - Complete Set • LPR Camera Mounting Bracket - Rooftop under light bar • Compatible with most Whelen, Code3, TOMAR, Federal Signal, Arjent S2 Light Bars • Mounts up to four (4) LPR cameras (1) VSBSCSVC-02 Vigilant LPR Basic Service Package for Hosted/Managed LPR Deployments • Managed/hosted server account services by Vigilant o Includes access to all LEARN or Client Portal and CarDetector software updates • Priced per camera per year for 15-30 total camera units • Requires new/existing Enterprise Service Agreement (ESA) (1) TAS -UL Target Alert Service - LPR Alert Delivery Software - Unlimited User • Real Time LPR notification and mapping software sends LPR alerts to any in - network PC • Send Alerts over any communication protocol including LAN, WAN, internet wireless, etc. • Server Client software compatible with all Vigilant CDFS applications (18) 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 • Applies to mobile (1 System) and fixed (1 Camera) LPR systems ( 43 (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 (16) VS-SHP-02 Vigilant Shipping Charges • Applies to each fixed camera LPR System • Shipping Method is FOB Shipping (2) VS-SHP-01 Vigilant Shipping Charges • Applies to each Mobile LPR System • Shipping Method is FOB Shipping (1) Deinstall/Installation Deinstallation and installation of mobile units (1) Sales Tax 8.75% sales tax on hardware Subtotal Price $211,162.10 Quote Notes: 1. All prices are quoted in USD and will remain firm and in effect for 60 days. 2. Orders requiring immediate shipment may be subject to a 15% QuickShip fee. 3. No permits, start-up, installation, and or service included in this proposal unless explicitly stated above. 4. Software is manufactured under strict Vigilant Solutions standard. 5. Compliance to local codes neither guaranteed nor implied. 6. All orders subject to credit acceptance by Vigilant Solutions management. 7. This Quote is provided per our conversation & details given by you - not in accordance to any written specification. 8. This Quote does not include anything outside the above stated bill of materials. 9. Quote assumes 120 constant power is easily accessible. 10. Quote assumes network is easily accessible or Sims cards will be furnished by customer. 11. Work performed between 8-5 M -F. 12. Price assumes there is available conduit space to run cables and conductors. 13. Price assumes the attached Traffic Control Drawing is acceptable. Any additional drawings required will be additional and quoted upon request. 14. Extra permits and any related costs are the responsibility of the customer. 15. Sales tax included. 16. Installation not included for fixed cameras. 17. This quote reflects the Vigilant swap out campaign. Discounts applied. Quoted by: Daniel Ramsden - 925-398-2079 - daniel.rmsden@vigilantsolutions.com Total Price Page ' 'Df $211,162.10 ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(M6/D/2020 06/18/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE CERTIFICATE DOES HOLDER. THIS NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. AUTHORIZED IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or If SUBROGATION IS WAIVED, be endorsed. subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such an dors — PRODUCER CONTACT (D Aon Risk Services Central, Inc. NAME: 'O Chicago IL Office 200 East Randolph jac No. Ext): (866) 283-7122 FAX (800) 363-0105 a Chicago IL 60601 USA ADDRESS: _ INSURER(S) AFFORDING COVERAGE NAIC # INSURED Motorola Solutions, Inc. INSURERA: Liberty Mutual Fire Ins CO 23035 including Vigilant Solutions LLC INSURER B: Liberty Insurance Corporation 42404 500 W. Monroe Chicago IL 60661 USA INSURER C: Lloyd's Syndicate No. 4711 A41120090 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570082411436 THIS REVISION NUMBER: IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES WHICH THIS DESCRIBED HEREIN IS SUBJECTTO ALL THE TERMS, IN LTR TYPE OF INSURANCE AINS� W VD POLICY NUMBER POLICY EFF_ Limits shown are as renested A X COMMERCIAL GENERAL LIABILITY TB 410051 90MMIDDNYY 7007/01/(Qn (POLICYtAF /YYY LIMITS F;7 Q7WD 1 EACH OCCURRENCE $1,000,00 CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $250,00 MED EXP (Any one person) $10,00( GEN'L AGGREGATE LIMIT APPLIES PER: PERSONAL B ADV INJURY S1,000 ,0 GENERAL AGGREGATE S2, GOO, OO X POLICY ❑ E� ❑ LOC V PRODUCTS - COMP/OPAGG $2,000,00 N OTHER O COMBINED SINGLE LIMIT A AUTOMOBILE LIABILITY As2-641-005169-010 07/01/2020 07/01/2021 (Ea accident) $1,000,00C X ANYAUTO BODILY INJURY ( Per person) OWNED SCHEDULED AUTOS ONLY AUTOS 0 2 BODILY INJURY (Per accident) HREDAUTOS NON -OWNED ONLY AUTOS ONLY PROPERTY DAMAGE (Per accident) U UMBRELLA UAB OCCUR d EACH OCCURRENCE L) EXCESS UAB CLAIMS MADE AGGREGATE DED RETENTION WORKER B EMPLOYSCOMPBILITYONAND WA764DO05169080 07/01/202007/01/2021 EMPLOYERS' LIABILITY PER YIN All other States X STATUTE ORH ANY PROPRIETOR/PARTNER/ B EXECUTIVE OFFICER/MEMBER N N/A wC7641005169090 E. L. EACH ACCIDENT (Mandato 07/01/2020 07/01/2021 (Mandatory in NN) $1,000,00 WI Ifys,describe under E. L. DISEASE -EA EMPLOYEE DESCRIPTION OF OPERATIONS below $l QQQ QQ C E8A-MPL-Pri mar E.L DISEASE -POLICY LIMIT Y FSCE02000661 S1 QQQ QQ 07/01/2020 07/01/2021 Professional Liabil $1,000,00 Overall policy aggr $1,000,00 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) a� Evidence of Insurance. Vigilant Solutions LLC is included as Insured under the subject policies. 'rya r � CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WALL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Motorola solutions, Inc. including vigilant Solutions LLC AUTHORIZED REPRESENTATIVE ar_ ln� 500 W. Monroe S°— Chicago IL 60661 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD