Attachment A - StarChase LLC, Contract No. 4524000393 3.21.24 — Palo Alto City Council, April 15, 2024

0010 PD GUARDIAN - VX (1) vEHICLE MOUNTED LAU 20 EA 5,990.00 119,800.00 Catalog number: 23-SC-VML-BL
0020 PD GUARDIAN - VX 12 MONTH EXTENDED WARRA 20 EA 327.75 6,555.00 Catalog number: 23-SC-WARR-12-YR3
0030 PD GUARDIAN - VX TOTAL SOLUTION PACKAGE 20 EA 3,960.00 79,200.00 Catalog number: 23-SC-TSP-T3
0040 PD GUARDIAN - VX VEHICLE INSTALLATION PE 4 EA 702.00 2,808.00 Catalog number: 23-SC-INSTALL
0050 PD GUARDIAN - VX ON-SITE DISPATCH AND OP 1 EA 3,500.00 3,500.00 Catalog number: 23-SC-TRAIN
0060 SHIPPING AND HANDLING 1 EA 1,862.20 1,862.20 Vendor Address

STARCHASE LLC
PO BOX 10057
VIRGINIA BEACH VA 23450
Tel: 9256955102
Bill To:

Police Department
City of Palo Alto
275 Forest Avenue
Palo Alto CA 94301
Ship To:

Police Department
City of Palo Alto
275 Forest Avenue
Palo Alto CA 94301
Item Material/Description Quantity UM Net Price Net Amount ______________________________________
Chief Procurement Officer
THIS P.O. IS SUBJECT TO THE TERMS AND CONDITIONS STATED BELOW AND ON THE LAST PAGE SPECIFICATIONS - Any specification and /or drawings referred to and/or attached hereto are expressly made a part of this Purchase Order.

DELIVERY - Please notify the City promptly if delivery cannot be made on or before the date specified. If partial shipment is authorized, so indicate on all documents. Complete packing lists must accompany each shipment.

INVOICE - A separate invoice is required for each order. Send to address indicated above.

City of Palo Alto
Purchasing and Contract Administration
P.O.Box 10250
Palo Alto CA 94303
Tel:(650)329-2271 Fax:(650)329-2468
Purchase Order
P.O. NUMBER MUST APPEAR ON ALL INVOICES, PACKAGES, SHIPPING

PAPERS AND CORRESPONDENCE PERTAINING TO THIS ORDER
PO Number 4524000393
Date 03/19/2024
Vendor No. 108202
Payment Terms Payment Due 30 days
FOB Point F.O.B Destination
Ship via Vendor to ship best way
Required Date 04/08/2024
Buyer/Phone Philip Mai / 650-329-2178
Email [email protected]
DELIVERIES ACCEPTED ONLY BETWEEN 7:00 AM & 3:00 PM UNLESS OTHER

ARRANGEMENTS ARE INDICATED HEREIN

Page 1 of 2 ends

DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 This Purchase Order (PO) attaches and incorporates the following contract documents into this PO by reference as though fully set forth herein:

1. StarChase Standard Terms and Conditions

2. Scope of Service and Schedule of Performance

3. StarChase Quotation No. 00015215

4. Exhibit A - Insurance Requirements

5. Exhibit B - Information of Privacy Policy

6. Exhibit C - Cybersecurity Terms and Conditions

7. Exhibit D - Surveillance Use Policy
-------------------------
Sub-Total 213,725.20
Sales Tax 10,931.75
*** ORDERING VIA EMAIL ***
**** PRICE HAS BEEN QUOTED ****
Vendor Address

STARCHASE LLC
PO BOX 10057
VIRGINIA BEACH VA 23450
Tel: 9256955102
Bill To:

Police Department
City of Palo Alto
275 Forest Avenue
Palo Alto CA 94301
Ship To:

Police Department
City of Palo Alto
275 Forest Avenue
Palo Alto CA 94301
Item Material/Description Quantity UM Net Price Net Amount ______________________________________
Chief Procurement Officer
Total 224,656.95
THIS P.O. IS SUBJECT TO THE TERMS AND CONDITIONS STATED BELOW AND ON THE LAST PAGE SPECIFICATIONS - Any specification and /or drawings referred to and/or attached hereto are expressly made a part of this Purchase Order.

INVOICE - A separate invoice is required for each order. Send to address indicated above.

ARRANGEMENTS ARE INDICATED HEREIN

Page 2 of 2 ends

DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 1 Standard Terms and Conditions
Ar
ticle 1 PRICING AND ORDERING

1.1 Pricing.

1.1.1 Products. Customer pricing is set forth as provided in a formal, enumerated quotation, by an authorized StarChase representative.

1.1.2 Services. Prices for additional engineering/installation services other than these needed to install or operate Pursuit Management Equipment and/or other equipment and accessories supplied pursuant to this Agreement are established under this Agreement on an hourly basis at the then current rates.

1.2 Purchase Orders. Customer shall purchase only those Products set forth on Orders duly issued by an authorized representative of Customer’s Purchasing Department. Each Order shall, at a minimum, specify the following information for each Product listed thereon:
(1) the Part Number and Product Name.
(2) the quantity ordered.
(3) the total purchase price.
(4) shipping instructions.
(5) delivery destination with one or more points of contact clearly marked “to the attention of:” (the “Delivery Destination”); and
(6) the required delivery date for the Product at the Delivery Destination (the “Delivery Date”).

Purchase Orders shall be submitted to Seller in writing and may be sent electronically, by facsimile, or by mail. Scanned electronic delivery is the preferred method.

1.3 Acceptance. Unless Customer is notified to the contrary in writing within fifteen (15) days following the day StarChase’s financial department received an Order from Customer, StarChase will be deemed to have accepted the Order for generally available Products and/or Maintenance Services.

StarChase agrees that it will not unreasonably refuse acceptance of any Order issued by the Customer pursuant to this Agreement. Each Order will be deemed to be incorporated as part of this Agreement upon Customer’s issuance thereof. However, any pre-printed terms and conditions set forth on the Order or any other document submitted by Customer will be null and void, unless previously negotiated and mutually accepted in writing between StarChase and Customer.

1.4 StarChase’s – Total Solutions Package (TSP / annual subscription) term begins 30 days upon acceptance of StarChase Hardware by customer (Please see Article 3 ACCEPTANCE BY CUSTOMER).

1.5 Total Solutions Package (TSP / annual subscription) provides allocated training rounds and a full complement of “live” GPS rounds per hardware unit (includes all data charges incurred by StarChase at no additional cost to agency) and access to CoreView real-time mapping platform with support.

Article 2 SHIPMENT AND DELIVERY

2.1 Packing. Unless otherwise agreed in writing by the Parties, all Products shall be prepared, marked (bar coded where possible), and packed for shipment in accordance with StarChase’s standard packing procedures.

DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 2 2.2 Shipping. Customer will be responsible for all transportation charges for the Products.

StarChase will not make partial shipment of individual components of Products without prior approval from the Customer. In the absence of shipping instructions, StarChase shall select a carrier.

2.3 Delivery and Risk of Loss. StarChase shall comply with any reasonable special shipping instructions provided by Buyer. Unless otherwise agreed in writing, delivery under this Agreement shall be complete upon transfer of possession to a common carrier, FOB Virginia Beach, Virginia, whereupon all risk of loss, damage or destruction of the Products or other items delivered to Customer under this Agreement shall pass to Customer.

Article 3 ACCEPTANCE BY CUSTOMER

3.1 In General. Unless the parties have previously agreed upon alternative acceptance criteria for the Products, as specified in writing and set forth in the applicable Order, Products delivered to Customer will be subject to the acceptance procedure set forth in this Article 3. The provisions of this Article 3 will also apply to all replacement Products.

3.2 If StarChase Installs. Acceptance of Products that StarChase is responsible to install shall occur upon the following:
(1) completion of StarChase's standard installation procedures that demonstrate conformance to StarChase's applicable publicly available written specifications in effect at the time of delivery; and (2) successful demonstration that the Products meet StarChase's written specifications, if any, as mutually agreed upon by the parties in writing prior to the time of Order.

3.3 If Customer Installs. With respect to Products which are Customer's responsibility to install, Customer will have a period of fifteen (15) days from receipt by Customer to test such Products to assure that they:
(1) successfully operate in conformance to StarChase's applicable publicly available installation and operation specifications in effect at the time of delivery; and (2) successfully demonstrate that they meet the Customer’s written specifications, if any, as mutually agreed upon by the parties in writing prior to the time of the Order.

Unless StarChase has been notified by the Customer that such Products do not conform to such specifications, such Products will be deemed to have been accepted by the Customer at the end of such fifteen (15) daytime period.

3.4 Adjustments and Replacements. Upon written notification of a Product’s nonconformance, StarChase will, at its expense, promptly adjust, repair, or replace the Product(s) as required so that they can be accepted in accordance with the provisions of this Article 5.

3.5 Installation of StarChase Hardware must be performed by a StarChase certified technician, StarChase certified customer agency technician, or StarChase certified third-party technician. Installation performed by any non-StarChase certified technician immediately voids original and or extended warranty of StarChase hardware.

3.6 Specific to Guardian-HX hand-held product, customer acceptance is defined by successful receipt of product in good working order notwithstanding any damage incurred during delivery transport (see Article 2 SHIPMENT AND DELIVERY)
Article 4 BILLING AND PAYMENT

4.1 Billing. StarChase shall invoice Customer for all Products at the time of shipment.

StarChase shall issue a separate invoice for each Order containing the following information (“Invoice(s)”):

DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 3 (1) the description and quantity of Products ordered
(2) the quantity of Products shipped
(3) the Delivery Destination and day/date confirming product delivery (4) the Purchase Order number
(5) the Purchase Price for each Product
(6) the total Purchase Price for the Purchase Order; and (7) any applicable taxes, freight charges, and applicable discounts.

All Invoices, bills of lading, and freight bills for the Products shall be delivered to Customer at the “Bill To” address shall be shown on the face of Customer’s Purchase Order.

4.2 Payment. Subject to the terms and conditions contained herein, Customer will remit payment of the Purchase Price due hereunder, less any applicable discounts or offsets, for each Conforming Product within thirty (30) days of Customer’s receipt of the Invoice, therefore. All invoiced amounts shall be subject to a two percent (2%) early payment discount for all payments remitted by the Customer within fifteen (15) days of the Customer’s receipt of such invoice. All fees paid are not refundable unless expressly stated otherwise.

4.3 Late Payment. Any payment which is past due and caused by reasons attributable to Customer will be subject to a monthly charge at the rate of one- and one-half percent (1.5%) per month of the amount due or the maximum rate permitted by law, whichever is lower.

Article 5 OBLIGATIONS OF CUSTOMER

5.1 Customer agrees that it has a duty to become familiar with the operational and technical requirements set forth by StarChase and to advise, and hereby warrants that it has advised, StarChase of any requirements, including, Internet access, data storage, installation requirements outside the normal scope, installation change orders, modifications, alterations, special construction or any other requirement necessary to provide delivery, implementation and operation of such StarChase equipment and/or services, or other items to achieve optimal performance. Customer further agrees that, for all such equipment and/or services provided by StarChase, it has made StarChase aware of any modifications or alterations needed, and StarChase agrees to provide all such equipment and/or services for the prices submitted to Customer in the Agreement. If Customer identifies any unforeseen discrepancy that impairs the performance of the Pursuit Management equipment and/or accessories any amendments/change orders to rectify the impairment must be specifically authorized by StarChase in writing.

5.2 Customer agrees to promptly notify StarChase of any transfer of hardware units to other vehicles and obtain the required transfer kit to maintain product warranty.

5.3 Customer agrees to comply with Guardian-HX Operating Manual. Failure to follow all safety precautions and handling requirements may result in forfeiture of warranty claims.

Article 6 LIMITED WARRANTY

6.1 Limited Warranty. StarChase hereby represents and warrants that: (a) it is authorized:
(1) to sell the StarChase Hardware and Third-Party Hardware; and (2) license the StarChase Software, third party software embedded in the StarChase Software and StarChase Hardware and Third-Party Software and Hardware to Customer. (b) unless otherwise agreed to in an Order, all StarChase Hardware and Third-Party Hardware will be:
(1) of genuine and authentic manufacture; and
DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 4 (2) new and unused (but may contain some remanufactured components that will operate as new). (c) all Maintenance Services, including Maintenance Updates and Software Upgrades that may be provided as a component software Maintenance Services furnished by StarChase will be performed in a professional manner by qualified personnel.
(d) StarChase Hardware will be free from manufacturing defects and will be in good operating condition in accordance with StarChase's publicly available written specifications in effect at the time of delivery during StarChase’s initial two-year warranty period for the StarChase Hardware (Guardian-VX) and one-year warranty period for (Guardian-HX); and
(e) StarChase Software (exclusive of Maintenance Updates and Software Upgrades, which are provided as components of applicable Maintenance Services) will perform in accordance with StarChase's publicly available written specifications in effect at the time of Delivery during StarChase's initial two-year warranty period (Guardian-VX) and one-year warranty period (Guardian-HX). The warranty periods specified in (d) and (e) above will commence on the date of installation of the StarChase Hardware and StarChase Software as applicable (Guardian-VX) and receipt of delivery (Guardian-HX) (Please see:

Article 3 ACCEPTANCE BY CUSTOMER). However, if upon installation (Guardian-VX) or customer acceptance (Guardian-HX) the StarChase Hardware and/or StarChase Software is not performing in accordance with StarChase's publicly available written specifications or the mutually agreed upon specific acceptance criteria, if any, the warranty periods specified in (d) and (e) above will be extended for the period it takes StarChase (or authorized contractor) to make the necessary adjustments, repairs or replacements. StarChase will, at its sole option, cost, and expense, promptly adjust, repair, or replace the Products that do not conform to the warranties specified herein or re-perform Maintenance Services as required to satisfy the warranties specified herein.

6.2 Extended Warranty. If applicable, Customer may purchase StarChase's Annual Post Warranty Service

6.3 Third-Party Products. All Third-Party Products are subject to the third party's warranty provisions, copies of which will be provided to Customer by StarChase. Notwithstanding the warranties specified in this Article 6 for Third-Party Hardware, StarChase will pass through to Customer, as between Customer and the third party, the benefit of any third-party warranty provisions applicable to Third-Party Products and such warranty provisions are hereby passed through by StarChase for the benefit of Customer. Third Party Software that is licensed by StarChase. At Customer's option, Customer may engage StarChase for support of such Third-Party Software licensed by StarChase to Customer in accordance with terms, conditions and charges mutually agreed upon in writing by the authorized representatives of both parties.

6.4 Replacement Parts. Any replacement of StarChase Hardware or part provided by StarChase as part of its warranty service will be comparable in function and performance to the replaced original StarChase Hardware or part and is warranted for the remainder of the replaced original StarChase Hardware or parts limited warranty period, of ninety (90) days, whichever is greater. Whenever Customer is responsible to install replacement of StarChase Hardware or parts:
(1) Customer will promptly return the replaced StarChase Hardware or part which will become the property of StarChase on an exchange basis.
(2) StarChase is responsible for the shipping and insurance charges associated with the replacement and replacement of StarChase Hardware and parts shipped to and from Customer as part of StarChase's limited warranty service.
(3) Service to StarChase Hardware must be performed by a direct StarChase certified technician, StarChase certified customer technician, or StarChase certified third-party technician (4) Customer will not make any returns to StarChase without first obtaining a written Return Merchandise Authorization (RMA) number by emailing [email protected], which shall be DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 5 promptly issued by StarChase upon request by customer. StarChase will ship out replacement(s) once it’s been determined the current part(s) is defective or faulty. StarChase will provide customers with a prepaid shipping label to return defective part(s) associated with RMA. All Products for return shall be marked with a Return Merchandise Authorization number issued by StarChase to enable tracking.
(5) To avoid being billed for unreturned equipment, please return all your StarChase products related to this warranty within 60 days of the date your equipment was received. (6) Customer agrees to pay StarChase the full purchase price in connection with any Products which the customer fails to return within the specified time period listed herein.

6.5 Return / Refund Process: Products purchased from StarChase, LLC. (StarChase) will be accepted for return without a restocking fee if received within thirty (30) days of receipt and subject to the terms herein. Products older than 30 days will be subject to a 35% restock charge. Note: custom and discontinued items are non-returnable unless return is due to an error by StarChase. To submit a Return Request:
(1) email [email protected]
to obtain Return Authorization Number.
(2) original purchase order number must be provided along with a brief explanation for return / refund request.
(3) customers will receive acknowledgement of request and a Return Authorization Number within 24 hours of submission, from the StarChase Customer Support team.

6.6 Return Material Handling:
(1) Please include a copy of the Return Authorization form with the merchandise being returned (2) Returns must be in original packaging and condition. (3) Material must be packed in a manner that will protect it from damage in transit. (4) Material received by StarChase that is not in its original condition may be subject to a restocking fee or deemed non-returnable.
6 .7 Return Shipping Costs:
(1) Return shipping costs are the responsibility of the customer except in the case of defective material.
(2) Traceable shipping method is required such as UPS or FedEx. Always retain a record of the tracking number(s).
(3) Lost packages and freight claims are the responsibility of the customer. 6 .8 Credit:
(1) Returned material is subject to inspection. After material confirmation, credit will be issued within 30-45 days.
(2) When possible, Credit will be issued in the same manner as the original payment method. (3) If material arrives back with damage due to inadequate packaging, StarChase will not issue credit for the product.
(4) Materials returned outside the 90-day return window, not in original or unused condition, will be subject to a restock charge and/or deemed non-returnable.

DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 6 6.9 Restrictions on Warranty. This express warranty is extended by StarChase to the original purchaser only. The limited warranties set forth in this Article 10 do not apply to problems to the extent that they arise from
(1) a product subject to misuse, accident, neglect, or damage. (2) interoperation with third party products which are not recommended or approved by StarChase. (3) Service to StarChase Hardware must be performed by a direct StarChase certified technician, StarChase certified customer technician, or StarChase certified third-party technician. Maintenance performed by any non-certified StarChase technician, without the expressed written consent and at the discretion of StarChase, will restrict and or void original/extended warranty of StarChase hardware. (4) use of StarChase Products in an environment or in a manner or for a purpose for which the StarChase Products were not designed; or
(5) Customer's failure to implement all previously supplied software or physical hardware Updates.

6.10 Batteries; Charging Systems. Batteries and charging systems are excluded from this warranty but carry their own separate limited Mfg. warranty.

6.11 Operation of Warranty. In order to obtain performance of this warranty, Customer must contact its StarChase Manufacturer Representative or StarChase at the contact information above, [email protected] Should any returns be initiated, a Return Merchandise Authorization (RMA) number must be clearly marked on the returned merchandise shipping container.

6.12 Disclaimer. STARCHASE DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 6.8, STARCHASE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, ABOUT THE STARCHASE PRODUCTS, MAINTENANCE SERVICES OR OTHER STARCHASE SERVICES.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION 6.8, STARCHASE DOES NOT MAKE, AND

DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THIRD PARTY PRODUCTS. STARCHASE MAKES NO OTHER WARRANTIES WITH RESPECT TO STARCHASE

PRODUCTS, MAINTENANCE SERVICES OTHER STARCHASE SERVICES OR THIRD-PARTY

PRODUCTS INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY COURSE OF DEALING, PERFORMANCE, OR USAGE OF TRADE.

6.13 Any alteration of the Guardian-HX original manufactured product or third-party components (launcher, batteries, or accessories) or use of unauthorized internal and or external components and attachments without written consent and at StarChase’s discretion will void the warranty.

Article 7 INDEMNIFICATION

7.1 Intellectual Property Claims. With respect to StarChase Products, StarChase hereby agrees to indemnify, defend (with counsel satisfactory to Customer) and hold Customer harmless from and against any third party claim, suit, action or proceeding that the StarChase Products infringe any patent, copyright, trade secrets or other proprietary right, and pay all amounts agreed upon in settlement, costs, expenses (including attorney's fees) and the resulting judgments and damages finally awarded against Customer by a court of competent jurisdiction. In connection with StarChase's indemnification obligation pursuant to this paragraph, Customer shall provide StarChase with (1) prompt notification in writing of such claim,
(2) sole control over the defense and settlement thereof, and (3) reasonable cooperation, at StarChase's expense, in response to a StarChase request for assistance.

DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 7 Customer shall be entitled to participate in the defense of any such claim at its own expense including its attorney's fees for which StarChase will not be responsible.

7.2 Remedies. If Customer is enjoined, or is otherwise prohibited, from using StarChase Products, as a result of or in connection with any such claim, suit, action or proceeding, or should StarChase Products become or in StarChase's opinion likely to become, the subject of such a claim, suit, action or proceeding, StarChase shall, at its option and expense, (1) modify StarChase Products so that they become non-infringing and non-violative, without diminishing the usefulness of StarChase Products to Customer. (2) procure for Customer the right to make continued use thereof; or (3) if neither (1), (2) or (3) can be accomplished on commercially reasonable terms, request the return of the StarChase Products at StarChase's expense and upon receipt, promptly refund to Customer as appropriate, the license fee for StarChase Software less a reasonable amount for past usage, or a pro rata amount of the purchase price for the returned StarChase's Products, taking into account the useful life and depreciated value of the StarChase Hardware as determined by Customer in accordance with its normal accounting practices (e.g., three (3), four (4) or five (5) years as applicable).

7.3 Limitations. StarChase shall have no liability to the extent the alleged infringement is based on:
(1) the use of StarChase Products in combination with third party products not furnished by StarChase or not recommended or approved in writing by an authorized representative of StarChase. (2) StarChase Products used for a purpose or in a manner for which the StarChase Product was not designed.
(3) use of any older version of the StarChase Software when use of a newer StarChase revision made available and known to Customer would have avoided infringement. (4) any modification to the StarChase Product not made by StarChase or made without StarChase's written approval.
(5) any unique custom StarChase software made by StarChase pursuant to Customer's specific instruction; or
(6) any intellectual property right owned or licensed by Customer.

THE PROVISIONS OF THIS ARTICLE 7 STATE CUSTOMER'S SOLE AND EXCLUSIVE

REMEDY AND STARCHASE'S ENTIRE LIABILITY FOR INFRINGEMENT CLAIMS WITH RESPECT TO STARCHASE PRODUCTS.

7.4 Mutual. Each party hereby agrees to indemnify and hold the other ("Indemnified Party") harmless from and against any and all damages, losses, judgments, settlement amounts, costs and expenses (including attorney's fees) that the Indemnified Party may suffer or incur that arise out of, are in connection with, or result from bodily injury (including death), personal injury or damage to tangible property to the extent that such damage or injury are caused by, arise out of, are connected with or result from its acts, negligence or willful misconduct or that of its employees, agents, or subcontractors. In connection with each party's indemnification obligations pursuant to this paragraph, the Indemnified Party shall provide the other party with
(1) prompt notification in writing of the claim.
(2) sole control over the defense and settlement thereof; and (3) reasonable cooperation, at the other party’s expense, in response to the other party’s request for assistance.

7.5 Third Parties. StarChase hereby passes through to Customer the benefits of any indemnification from the third party (e.g., patent; copyright, trade secret or other proprietary rights infringement indemnification) with respect to third party software embedded in the StarChase Software and DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 8 StarChase Hardware and Third-Party Products to the extent such indemnification may be passed through to Customer.

Article 8 FORCE MAJEURE

8.1 General. StarChase shall not be liable for delays or lack of performance if the failure to fulfil this Agreement arises out of causes beyond the control and without the fault or negligence of StarChase. The Customer shall not be liable for any breach of Agreement if the breach arises out of causes beyond the control and without the fault or negligence of the Customer. Such causes may include, but are not restricted to, acts of God or the public enemy, acts of the state and federal governments in either their sovereign or contractual capacities, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but in every case the failure to perform must be beyond the control and without the fault or negligence of StarChase or the Customer.

8.2 Subcontractors. If the failure to perform is caused by the default of a subcontractor, and such default arises out of causes beyond the control of both StarChase and subcontractor, and without the fault or negligence of either of them, StarChase shall not be liable for any excess costs for failure to perform, unless the supplies or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit StarChase to meet the required delivery schedule.

Article 9 DISPUTE RESOLUTION
M
indful of the cost in time, energy, and money of resolving a dispute by litigation, the parties agree that the sole and exclusive procedure for the resolution of a dispute shall be as follows:

9.1 Informal Negotiation. The parties shall attempt in good faith to resolve promptly any dispute not resolved in the regular course of business by informal negotiations between senior representatives of the parties having direct responsibility within their respective organizations for the administration of this Agreement.

9.2 Formal Negotiation. if such informal negotiations do not result in resolution of the dispute, either party may initiate further negotiations by delivery to the other of a written notice. Within ten (10) days following the receipt of any such notice, the recipient party shall deliver to the initiating party a written response of the notice. Each such notice and response shall include the party’s description of the dispute (including any suggestions for the resolution of the dispute), and designation of a senior representative who will represent the party in further negotiations, who shall have authority to resolve the dispute on behalf of such party. The designated representatives shall meet on at least one occasion (and may meet as often as they deem necessary), at a mutually acceptable time and place, and attempt in good faith to resolve the dispute.

9.3 Judicial resolution. If, within thirty (30) days following the initial written notice described in Section 9.2, the formal negotiation has not produced a resolution of the dispute, either party may submit the dispute to be resolved by a court of law.

Both parties waive punitive or exemplary damages; but may seek equitable relief and reasonable costs.

Any judicial resolution of a dispute shall be held in Santa Clara County, California.

9.4 Specific Enforceability. The parties may prevent violations or enforce the provisions of this Agreement through all rights and remedies existing in their favor, whether at law or in equity, including specific performance and injunctive relief. The parties agree that the subject matter of this Agreement is unique and that money damages may not be an adequate remedy for any violation of the provisions of this Agreement and that, notwithstanding this Article 14, any party may apply to any court of law or equity, which is of competent jurisdiction, for equitable relief and shall be entitled to specific performance or other equitable relief to enforce or prevent any violations of this Agreement.

DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 9 9.5 Injunctive Relief. Customer acknowledges that, in the event of a breach or threatened breach by Customer of any of the provisions of this Agreement, StarChase will not have an adequate remedy in money or damages. StarChase shall therefore be entitled to obtain injunctive relief against any such breach or threatened breach by Customer in any court of competent jurisdiction. StarChase’s rights hereunder shall not in any way be construed to limit or restrict its right to seek or obtain other damages or relief under this Agreement or under applicable law.

9.6 Cumulative Remedies. No right or remedy in this Agreement is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to herein or otherwise available to a party at law or in equity; and the exercise by a party of any one or more of such remedies shall not preclude the simultaneous or later exercise by a party of any or all such other remedies.

9.7 Attorney’s Fees. The reasonably prevailing party shall be entitled to recover its reasonable attorney’s fees and costs incurred in any dispute arising out of this Agreement, including at trial and on appeal, and including reasonable attorneys’ fees and costs incurred in any action brought solely to recover attorneys’ fees and costs to which it is entitled pursuant to this paragraph.

Article 10 BSCC CA Grant Compliance

10.1 Payment schedule: Customer agency is invoiced upon shipment of all goods ordered.

Customer agency is invoiced for installation and training services, once satisfactorily completed.

10. 2 Termination for cause/convenience: customer agency’s right to terminate for cause/ convenience is at its’ discretion and must be provided within 30 days of the termination date. Customer agency is responsible for payment of services in advance (annually) and may be credited any months in which services will not be utilized in the remaining period.

10. 3 Audits/Examination: StarChase agrees to allow BSCC, the Federal awarding agency, the Comptroller General of the United States, or any of their duly authorized representative, access to any books, documents, papers and records of the contractor which are directly pertinent to the program for the purpose of making audits, examinations, excerpts and transcriptions, for all contracts greater than $100,000. Such requests must be formally made in writing by authorized person(s).

10.4 StarChase is and will remain in full compliance with all Equal Employment Opportunity requirements per Executive Order 11246 as amended by Executive Order 11375 and supplemented at 41 CFR 60 (required on all CBO - July 2023 Page 41 BSCC Grant Administration Guide contracts, and on all governmental entity construction contracts awarded in excess of $10,000).

DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 10 10.5 IT & DATA STANDARDS
• All data transactions performed within the CoreVeiw mapping platform and API integrations are hosted on/via AWS GovCloud Compliant infrastructure.
• Data is secured while in transition and at rest via SSL & TLS 2.0 encryption methodologies. • Data is stored/encrypted in AWS GovCloud Compliant infrastructure with redundancy and failover mechanisms.
• Data is retained by default, for 3 years unless otherwise stated in writing. Specific terms of retention that deviate from this standard must be agreed upon in writing and executed by authorized signatures from customer agency and StarChase. Once the retention period has expired, agency data is deleted from all storage resources and services. • StarChase’s CoreView Mapping Platform is web-based. No proprietary software or plugins are required. CoreView is viewable on any internet accessible device. • StarChase will provide upon request, certified copies of historical downloads for court admissibility purposes.

10.6 SCOPE OF WORK for Guardian-VX

1. Vehicle Launcher System (4 components):
a. launcher (either in-grille or on push bumper)
b. micro-compressor (under hood mount)
c. computer box (under hood mount)
d. control panel (interior console or other specified location inside the vehicle)

2. Installation – performed on-site by StarChase employed technicians. Agency fleet technicians or third-party upfitter on-site training and certification will be provided if requested prior to installation date. Customer agency is provided a Certificate of Insurance (COI) upon written request by customer agency with appropriate recipient/entity information, after receipt of purchase order.

Vehicle Checklists, post-installation documents, and installation guide provided upon completion.

Additional system specification sheets provided to the agency’s designated StarChase Program Manager and fleet services manager or third party upfitter. The Guardian-VX system is designed to easily repair or replace individual components – individual component price list provided upon request.

3. Tr
ain the Trainer Module (2 components):
a. On-site training conducted by certified StarChase Trainers, this includes classroom and behind-the-wheel training which is pre-planned with agency designee (typically EVOC Instructor). Coordination includes review of agency training and safety guidelines, StarChase Operator Training Syllabus (classroom and practical on- track/controlled environment system use), and EVOC policy review to ensure conformity by StarChase trainers. Complete instruction of registering GPS tags, daily launcher inspections, effective system use, and CoreView mapping (view/administrative use, case analysis, and downloading). Evolution: 1 day (may be extended if number of operators exceeds 8 per session). Training rounds provided for entire evolution.

DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 11 b. Dispatch training: coordinated classroom review for dispatchers, communication managers, and RTCC personnel of CoreView mapping features and functions.

Evolution: .5 day.

4. Total Solutions Package – per launcher, fixed-cost, annual service subscription which includes:
a. Unlimited GPS rounds
b. 2 training rounds per launcher system purchased.
c. Tech Support
d. Unlimited user licenses and administration (view and admin users) e. Unlimited Case analysis and downloads
Note: GPS data communication charges are included in fixed-cost annual TSP.

DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5

SCOPE OF WORK
Goods
CONTRACTOR (StarChase LLC) will deliver StarChase Guardian VX System to the CUSTOMER/CITY (City of Palo Alto), which shall include:
 Vehicle Launcher System (20 units): launchers (either in-grille or on push bumper);  m
icro-compressor (under hood mount) & computer box (under hood mount);  c
ontrol panel (interior console or other specified location inside the vehicle); and  Unlimited duty rounds; 2 training rounds per launcher.

CONTRACTOR will provide Documentation of Vehicle Checklists, post -installation documents, and installation guide provided upon completion. Additional system specification sheets provided to the Department’s designated StarChase Program Manager and fleet services manager or third party upfitter.

Services
Upon delivery of Starchase Guadian VX System, CONTRACTOR will schedule with CITY to provide Vehicle Launcher System Installation (up to 4 vehicles) to performed on-site by StarChase employed technicians.

Remaining systems to be installed by third party vendor identified by the Department.

C
ONTRACTOR will provide an Operator Training to train the Trainer Module consisting of on-site training conducted by certified StarChase Trainers, this includes classroom and behind -the-wheel training which is pre-planned with Department’s designee. Coordination includes review of CITY Staff training and safety guidelines, StarChase Operator Training Syllabus (classroom and practical on - track/controlled environment system use), and EVOC policy review to ensure conformity by StarChase trainers.

CONTRACTOR must c omplete instruction of registering GPS tags, daily launcher inspections, ef fective system use, and CoreView mapping (view/administrative use, case analysis, and downloading). Evolution:
1-day Evolution training (may be extended if number of operators exceeds 8 per session). Training rounds provided for entire evolution.

C
ONTRACTOR will provide Dispatch training: coordinated classroom review for dispatchers, communication managers, and RTCC personnel of CoreView mapping features and functions ; including Evolution training: .5 day (half day/4-hour).

C
ONTRACTOR’s will provide Total Solutions Package per launcher, fixed-cost, annual service subscription, which includes:
 Tech Support for three years;
 Unlimited user licenses and administration (view and admin users) for three years; and  Unlimited Case analysis and downloads for three years DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 Quote# 00015215
Valid Until: Apr 21, 2024
D
ate: Jan 24, 2024, 1:36 PM
S
ales Representative: Dave Hartman
Phone: (925) 695-5102
Email: [email protected]
Bill To :

Palo Alto PD
275 Forest Ave.

Palo Alto, California, 94301
United States
S
hip To :

Palo Alto PD
275 Forest Ave.

Palo Alto, California, 94301
United States
Product Code Product Description Qty. MSRP Unit
Price
Extended
Price Total
23-SC-VML-BL
GUARDIAN - VX (1) Vehicle
Mounted Launcher System - Black,
(1) Interior Console, (1) Remote
K
ey Fob and 24 Month
Manufacturer Warranty.
20 $5,990.00 $5,990.00 $119,800.00
23-SC-WARR-12-YR3 GUARDIAN - V X 12 Month
Extended Warranty - Year 3 20 $327.75 $327.75 $6,555.00 23-SC-TSP-T3
GUARDIAN - VX Total Solution
Package: 36 Months Unlimited
Subscription GPS Live Tracking
Projectiles, CoreView Mapping,
Data and User Access. Annual
Base Rate = $1,320.00
20 $3,960.00 $3,960.00 $79,200.00
23-SC-INSTALL GUARDIAN - VX Vehicle
Installation Per Unit (INCONUS). 4 $702.00 $702.00 $2,808.00 23-SC-TRAIN
GUARDIAN - VX On-Site Dispatch
and Operator Train the Trainer
Module, (1) Shot Box 12 included
(INCONUS).
1 $3,500.00 $3,500.00 $3,500.00
Subtotal : $211,863.00
Shipping & Handling : $1,862.20
Tax : $10,937.74
$224,662.94
Grand Total:

DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 S

IGNATURE PAGE
I
N WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written.

CITY OF PALO ALTO
____________________________

City Manager
APPR
OVED AS TO FORM:
__________________________

City Attorney or Designee
(Required on Contracts over $25,000)

STARCHASE LLC
Of
ficer 1
By:

Name:

Title:

O
fficer 2 (Required for Corp. or LLC)
By:

Name:

Title:

DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 Vice President
Matt Shaffer
Trevor Fischbach
President
EXHIBIT “A”

INSURANCE REQUIREMENTS
C

ONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT

OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.

AW
ARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS SPECIFIED HEREIN.

REQUIRED TYPE OF COVERAGE REQUIREMENT

MINIMUM LIMITS
EACH

OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY

STATUTORY

YES GENERAL LIABILITY, INCLUDING PERSONAL

INJURY, BROAD FORM PROPERTY DAMAGE

BLANKET CONTRACTUAL,

PRODUCTS/COMPLETED OPERATIONS AND FIRE

LEGAL LIABILITY

BODILY INJURY
PR

OPERTY DAMAGE

BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$2,000,000
$2,
000,000
$2,
000,000
$2,000,000
$2,
000,000
$2,
000,000

YES TECHNOLOGY ERRORS AND OMISSIONS
LIABILITY COVERAGE. THE POLICY SHALL AT A

MINIMUM COVER PROFESSIONAL MISCONDUCT

OR LACK OF REQUISITE SKILL FOR THE

PERFORMANCE OF SERVICES DEFINED IN THE

CONTRACT AND SHALL ALSO PROVIDE
COVERAGE FOR THE FOLLOWING RISKS:
(i) NETWORK SECURITY LIABILITYARISING

FROM UNAUTHORIZED ACCESS TO, USE OF, OR

TAMPERING WITH COMPUTERS OR COMPUTER

SYSTEMS, INCLUDING HACKERS, EXTORTION,
AND
(ii) LIABILITY ARISING FROM

INTRODUCTION OF ANY FORM OF MALICIOUS

SOFTWARE INCLUDING COMPUTER VIRUSES

INTO, OR OTHERWISE CAUSING DAMAGE TO
THE CITY’S OR THIRD PERSON’S COMPUTER,

COMPUTER SYSTEM, NETWORK, OR SIMILAR

COMPUTER RELATED PROPERTY AND THE DATA,
SOFTWARE AND PROGRAMS THEREON.

CONTRACTOR SHALL MAINTAIN IN FORCE
DURING THE FULL LIFE OF THE CONTRACT.

HE POLICY SHALL PROVIDE COVERAGE FOR

BREACH RESPONSE COSTS AS WELL AS

REGULATORY FINES AND PENALTIES AS WELL AS

CREDIT MONITORING EXPENSES WITH LIMITS

SUFFICIENT TO RESPOND TO THESE
OBLIGATIONS.

ALL DAMAGES $2,000,000 $2,000,000
DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 YES CYBER AND PRIVACY INSURANCE.

SUCH INSURANCE SHALL INCLUDE COVERAGE

FOR LIABILITY ARISING FROM COVERAGE IN AN

AMOUNT SUFFICIENT TO COVER THE FULL

REPLACEMENT VALUE OF DAMAGE TO,

ALTERATION OF, LOSS OF, THEFT,

DISSEMINATION OR DESTRUCTION OF

ELECTRONIC DATA AND/OR USE OF
CONFIDENTIAL INFORMATION, “PROPERTY” OF

THE CITY OF PALO ALTO THAT WILL BE IN THE

CARE, CUSTODY, OR CONTROL OF VENDOR,

INFORMATION INCLUDING BUT NOT LIMITED

TO, BANK AND CREDIT CARD ACCOUNT

INFORMATION OR PERSONAL INFORMATION,

SUCH AS NAME, ADDRESS, SOCIAL SECURITY

NUMBERS, PROTECTED HEALTH INFORMATION

OR OTHER PERSONAL IDENTIFICATION

INFORMATION, STORED OR TRAMSITTED IN
ELECTRONIC FORM.

ALL DAMAGES $2,000,000 $2,000,000
Y

ES AUTOMOBILE LIABILITY, INCLUDING ALL

OWNED, HIRED, NON-OWNED

BODILY INJURY

EACH PERSON

EACH OCCURRENCE
P

ROPERTY DAMAGE

BODILY INJURY AND PROPERTY

DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,
000,000
$1,
000,000
$1,000,000
$1,000,000
$1,000,000
$1,
000,000
$1,
000,000

YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS

AND OMISSIONS, MALPRACTICE (WHEN
APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE,

SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT

AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY

AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.

I. INSURANCE COVERAGE MUST INCLUDE:

A. A C

ONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.

II. CO

NTRACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569.

III. E
NDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS”
A. PRIMARY COVERAGE
WI

TH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE

AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.

B. CROSS LIABILITY
DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5

THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE

POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED

AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.

C. NOTICE OF CANCELLATION

1. I

F THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.

2. I

F THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.

VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE

AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL:

HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR
HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 POLICY S
The City
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CEDURES 1‐6
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DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 EXHIBIT "B"
DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 POLICY AND PROCEDURES 1‐64/IT
Revised: December 2017

Page 2 of 8 ends

The goals and objectives of the Policy are: (a) a safe, productive, and inoffensive work environment for all users having access to the City’s applications and databases; (b) the appropriate maintenance and security of database information assets owned by, or entrusted to, the City; (c) the controlled access and security of the Information provided to the City’s staff and third party contractors; and (d) faithful compliance with legal and regulatory requirements.

SCOPE
The Policy will guide the City’s staff and, indirectly, third party contractors, which are by contract required to protect the confidentiality and privacy of the Information of the persons whose personal information data are intended to be covered by the Policy and which will be advised by City staff to conform their performances to the Policy should they enjoy conditional access to that information.

CONSEQUENCES
The City’s employees shall comply with the Policy in the execution of their official duties to the extent their work implicates access to the Information referred to in this Policy. A failure to comply may result in employment and/or legal consequences.

EXCEPTIONS
In the event that a City employee cannot fully comply with one or more element(s) described in this Policy, the employee may request an exception by submitting Security Exception Request.

The exception request will be reviewed and administered by the City’s Information Security Manager (the “ISM”). The employee, with the approval of his or her supervisor, will provide any additional information as may be requested by the ISM. The ISM will conduct a risk assessment of the requested exception in accordance with guidelines approved by the City’s Chief Information Officer (“CIO”) and approved as to form by the City Attorney. The Policy’s guidelines will include at a minimum: purpose, source, collection, storage, access, retention, usage, and protection of the Information identified in the request. The ISM will consult with the CIO to approve or deny the exception request. After due consideration is given to the request, the exception request disposition will be communicated, in writing, to the City employee and his or her supervisor. The approval of any request may be subject to countermeasures established by the CIO, acting by the ISM.

MUNICIPAL ORDINANCE
This Policy will supersede any City policy, rule, regulation or procedure regarding information privacy.

RESPONSIBILITIES OF CITY STAFF
DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 POLICY AND PROCEDURES 1‐64/IT
Revised: December 2017

Page 3 of 8 ends

A. RESPONSIBILITY OF CIO AND ISM
The CIO, acting by the ISM, will establish an information security management framework to initiate and coordinate the implementation of information security measures by the City’s government.

The City’s employees, in particular, software application users and database users, and, indirectly, third party contractors under contract to the City to provide services, shall by guided by this Policy in the performance of their job responsibilities.

The ISM will be responsible for: (a) developing and updating the Policy, (b) enforcing compliance with and the effectiveness of the Policy; (c) the development of privacy standards that will manifest the Policy in detailed, auditable technical requirements, which will be designed and maintained by the persons responsible for the City’s IT environments; (d) assisting the City’s staff in evaluating security and privacy incidents that arise in regard to potential violations of the Policy; (e) reviewing and approving department‐specific policies and procedures which fall under the purview of this Policy; and (f) reviewing Non‐ Disclosure Agreements (NDAs) signed by third party contractors, which will provide services, including, without limitation, local or ‘cloud‐based’ software services to the City.

B. RESPONSIBILITY OF INFORMATION SECURITY STEERING COMMITTEE The Information Security Steering Committee (the “ISSC”), which is comprised of the City’s employees, drawn from the various City departments, will provide the primary direction, prioritization and approval for all information security efforts, including key information security and privacy risks, programs, initiatives and activities. The ISSC will provide input to the information security and privacy strategic planning processes to ensure that information security risks are adequately considered, assessed and addressed at the appropriate City department level.

C. RESPONSIBILITY OF USERS
All authorized users of the Information will be responsible for complying with information privacy processes and technologies within the scope of responsibility of each user.

D. RESPONSIBILITY OF INFORMATION TECHNOLOGY (IT) MANAGERS The City’s IT Managers, who are responsible for internal, external, direct and indirect connections to the City’s networks, will be responsible for configuring, maintaining and securing the City’s IT networks in compliance with the City’s information security and privacy policies. They are also responsible for timely internal reporting of events that may have compromised network, system or data security.

DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 POLICY AND PROCEDURES 1‐64/IT
Revised: December 2017

Page 4 of 8 ends

E. RESPONSIBILITY OF AUTHORIZATION COORDINATION
The ISM will ensure that the City’s employees secure the execution of Non‐Disclosure Agreements (NDA), whenever access to the Information will be granted to third party contractors, in conjunction with the Software as a Service (SaaS) Security and Privacy Terms and Conditions. An NDA must be executed prior to the sharing of the Information of persons covered by this Policy with third party contractors. The City’s approach to managing information security and its implementation (i.e. objectives, policies, processes, and procedures for information security) will be reviewed independently by the ISM at planned intervals, or whenever significant changes to security implementation have occurred.

The CIO, acting by the ISM, will review and recommend changes to the Policy annually, or as appropriate, commencing from the date of its adoption.

GENERAL PROCEDURE FOR INFORMATION PRIVACY
A. OVERVIEW
The Policy applies to activities that involve the use of the City’s information assets, namely, the Information of persons doing business with the City or receiving services from the City, which are owned by, or entrusted to, the City and will be made available to the City’s employees and third party contractors under contract to the City to provide Software as a Service consulting services. These activities include, without limitation, accessing the Internet, using e‐mail, accessing the City’s intranet or other networks, systems, or devices.

The term “information assets” also includes the personal information of the City’s employees and any other related organizations while those assets are under the City’s control. Security measures will be designed, implemented, and maintained to ensure that only authorized persons will enjoy access to the information assets. The City’s staff will act to protect its information assets from theft, damage, loss, compromise, and inappropriate disclosure or alteration. The City will plan, design, implement and maintain information management systems, networks and processes in order to assure the appropriate confidentiality, integrity, and availability of its information assets to the City’s employees and authorized third parties.

B. PERSONAL INFORMATION AND CHOICE
Except as permitted or provided by applicable laws, the City will not share the Information of any person doing business with the City, or receiving services from the City, in violation of this Policy, unless that person has consented to the City’s sharing of such information during the conduct of the City’s business as a local government agency with third parties under contract to the City to provide services.

DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 POLICY AND PROCEDURES 1‐64/IT
Revised: December 2017

Page 5 of 8 ends

C. METHODS OF COLLECTION OF PERSONAL INFORMATION
The City may gather the Information from a variety of sources and resources, provided that the collection of such information is both necessary and appropriate in order for the City to conduct business as a local government agency in its governmental and proprietary capacities. That information may be gathered at service windows and contact centers as well as at web sites, by mobile applications, and with other technologies, wherever the City may interact with persons who need to share such formation in order to secure the City’s services.

The City’s staff will inform the persons whose Information are covered by this Policy that the City’s web site may use “cookies” to customize the browsing experience with the City of Palo Alto web site. The City will note that a cookie contains unique information that a web site can use to track, among others, the Internet Protocol address of the computer used to access the City’s web sites, the identification of the browser software and operating systems used, the date and time a user accessed the site, and the Internet address of the website from which the user linked to the City’s web sites. Cookies created on the user’s computer by using the City’s web site do not contain the Information, and thus do not compromise the user’s privacy or security. Users can refuse the cookies or delete the cookie files from their computers by using any of the widely available methods. If the user chooses not to accept a cookie on his or her computer, it will not prevent or prohibit the user from gaining access to or using the City’s sites.

D. UTILITIES SERVICE
In the provision of utility services to persons located within Palo Alto, the City of Palo Alto Utilities Department (“CPAU”) will collect the Information in order to initiate and manage utility services to customers. To the extent the management of that information is not specifically addressed in the Utilities Rules and Regulations or other ordinances, rules, regulations or procedures, this Policy will apply; provided, however, any such Rules and Regulations must conform to this Policy, unless otherwise directed or approved by the Council. This includes the sharing of CPAU‐collected Information with other City departments except as may be required by law.

Businesses and residents with standard utility meters and/or having non‐metered monthly services will have secure access through a CPAU website to their Information, including, without limitation, their monthly utility usage and billing data. In addition to their regular monthly utilities billing, businesses and residents with non‐standard or experimental electric, water or natural gas meters may have their usage and/or billing data provided to them through non‐City electronic portals at different intervals than with the standard monthly billing.

DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 POLICY AND PROCEDURES 1‐64/IT
Revised: December 2017

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Businesses and residents with such non‐standard or experimental metering will have their Information covered by the same privacy protections and personal information exchange rules applicable to Information under applicable federal and California laws.

E. PUBLIC DISCLOSURE
The Information that is collected by the City in the ordinary course and scope of conducting its business could be incorporated in a public record that may be subject to inspection and copying by the public, unless such information is exempt from disclosure to the public by California law.

F. ACCESS TO PERSONAL INFORMATION
The City will take reasonable steps to verify a person’s identity before the City will grant anyone online access to that person’s Information. Each City department that collects Information will afford access to affected persons who can review and update that information at reasonable times.

G. SECURITY, CONFIDENTIALITY AND NON‐DISCLOSURE
Except as otherwise provided by applicable law or this Policy, the City will treat the Information of persons covered by this Policy as confidential and will not disclose it, or permit it to be disclosed, to third parties without the express written consent of the person affected. The City will develop and maintain reasonable controls that are designed to protect the confidentiality and security of the Information of persons covered by this Policy.

The City may authorize the City’s employee and or third party contractors to access and/or use the Information of persons who do business with the City or receive services from the City. In those instances, the City will require the City’s employee and/or the third party contractors to agree to use such Information only in furtherance of City‐related business and in accordance with the Policy.

If the City becomes aware of a breach, or has reasonable grounds to believe that a security breach has occurred, with respect to the Information of a person, the City will notify the affected person of such breach in accordance with applicable laws. The notice of breach will include the date(s) or estimated date(s) of the known or suspected breach, the nature of the Information that is the subject of the breach, and the proposed action to be taken or the responsive action taken by the City.

H. DATA RETENTION / INFORMATION RETENTION
DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 POLICY AND PROCEDURES 1‐64/IT
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The City will store and secure all Information for a period of time as may be required by law, or if no period is established by law, for seven (7) years, and thereafter such information will be scheduled for destruction.

I. SOFTWARE AS A SERVICE (SAAS) OVERSIGHT
The City may engage third party contractors and vendors to provide software application and database services, commonly known as Software‐as‐a‐Service (SaaS).

In order to assure the privacy and security of the Information of those who do business with the City and those who received services from the City, as a condition of selling goods and/or services to the City, the SaaS services provider and its subcontractors, if any, including any IT infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, while it performs such services and/or furnishes goods to the City, to the extent any scope of work or services implicates the confidentiality and privacy of the Information.

These requirements include information security directives pertaining to: (a) the IT infrastructure, by which the services are provided to the City, including connection to the City's IT systems; (b) the SaaS services provider’s operations and maintenance processes needed to support the IT environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. The term “IT infrastructure” refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate.

Prior to entering into an agreement to provide services to the City, the City’s staff will require the SaaS services provider to complete and submit an Information Security and Privacy Questionnaire. In the event that the SaaS services provider reasonably determines that it cannot fulfill the information security requirements during the course of providing services, the City will require the SaaS services provider to promptly inform the ISM.

J. FAIR AND ACCURATE CREDIT TRANSACTION ACT OF 2003
CPAU will require utility customers to provide their Information in order for the City to initiate and manage utility services to them.

Federal regulations, implementing the Fair and Accurate Credit Transactions Act of 2003 (Public Law 108‐159), including the Red Flag Rules, require that CPAU, as a “covered financial institution or creditor” which provides services in advance of payment and which can affect consumer credit, develop and implement procedures for an identity theft program for new and existing accounts to detect, prevent, respond and mitigate potential identity theft of its customers’ Information.

DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 POLICY AND PROCEDURES 1‐64/IT
Revised: December 2017

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CPAU procedures for potential identity theft will be reviewed independently by the ISM annually or whenever significant changes to security implementation have occurred. The ISM will recommend changes to CPAU identity theft procedures, or as appropriate, so as to conform to this Policy.

There are California laws which are applicable to identity theft; they are set forth in California Civil Code § 1798.92.

NOTE: Questions regarding this policy should be referred to the Information Technology Department, as appropriate.

Recommended: __________________________________ ________________ Director Information Technology/CIO Date

Approved: ___________________________________ _________________ City Manager Date

DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 12/5/2017
12/13/2017
DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 City of Palo Alto
Information Security
Document Version: V3.0
Doc: InfoSec 110

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EXHIBIT “C”

CYBERSECURITY TERMS AND CONDITIONS

In order to assure the privacy and security of the personal information of the City 's customers and people who do business with the City, including, without limitation, vendors, utility customers, library patrons, and other individuals and companies, who are required to share such information with the City, as a condition of receiving services from the City or selling goods and services to the City , including, without limitation, the Software as a Service services provider (the "Consultant") and its subcontractors, if any, including, without limitation, any Information Technology ("IT") infrastructure services provider, shall design, install, provide, and maintain a secure IT environment , described below, while it renders and performs the Services and furnishes goods, if any, described in the Statement of Work, Exhibit B, to the extent any scope of work implicates the confidentiality and privacy of the personal information of the City's customers. The Consultant shall fulfill the data and information security requirements (the "Requirements") set forth in Part A below.

A "secure IT environment" includes (a) the IT infrastructure, by which the Services are provided to the City, including connection to the City's IT systems; (b) the Consultant's operations and maintenance processes needed to support the environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City . "IT infrastructure" refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate.

In the event that, after the Effective Date, the Consultant reasonably determines that it cannot fulfill the Requirements, the Consultant shall promptly inform the City of its determination and submit, in writing, one or more alternate countermeasure options to the Requirements (the "Alternate Requirements" as set forth in Part B), which may be accepted or rejected in the reasonable satisfaction of the Information Security Manager (the "ISM").

Part A. Requirements:

The Consultant shall at all times during the term of any contract between the City and the Consultant:

(a) Appoint or designate an employee, preferably an executive officer, as the security liaison to the City with respect to the Services to be performed under this Agreement. (b) Comply with the City's Information Privacy Policy:
(c) Have adopted and implemented information security and privacy policies that are documented, are accessible to the City , and conform to ISO 27001/2 – Information Security Management Systems (ISMS) Standards. See the following:
http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=42103 http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=50297 (d) Conduct routine data and information security compliance training of its personnel that is appropriate to their role.
(e) Develop and maintain detailed documentation of the IT infrastructure, including software versions and patch levels.
(f) Develop an independently verifiable process, consistent with industry standards, for performing professional and criminal background checks of its employees that (1) would permit verification of employees' personal identity and employment status, and (2) would enable the immediate denial of access to the City's confidential data and information by any of its employees who no DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 City of Palo Alto
Information Security
Document Version: V3.0
Doc: InfoSec 110

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longer would require access to that information or who are terminated. (g) Provide a list of IT infrastructure components in order to verify whether the Consultant has met or has failed to meet any objective terms and conditions. (h) Implement access accountability (identification and authentication) architecture and support role-based access control ( "RBAC") and segregation of d uties ( "SoD") mechanisms for all personnel, systems, and Software used to provide the Services. "RBAC" refers to a computer systems security approach to restricting access only to authorized users. "SoD" is an approach that would require more than one individual to complete a security task in order to promote the detection and prevention of fraud and errors.
(i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the Services' environment design and deployment are known to the City, and (2) it has implemented measures in accordance with industry best practices applicable to secure coding and secure IT architecture.
(j) Provide and maintain secure intersystem communication paths that would ensure the confidentiality, integrity, and availability of the City's information. (k) Deploy and maintain IT system upgrades, patches and configurations conforming to current patch and/or release levels by not later than one (1) week after its date of release. Emergency security patches must be installed within 24 hours after its date of release. (l) Provide for the timely detection of, response to, and the reporting of security incidents, including on-going incident monitoring with logging.
(m) Notify the City within one (1) hour of detecting a security incident that results in the unauthorized access to or the misuse of the City's confidential data and information. (n) Inform the City that any third party service provider(s) meet(s) all of the Requirements. (o) Perform security self-audits on a regular basis and not less frequently than on a quarterly basis, and provide the required summary reports of those self -audits to the ISM on the annual anniversary date or any other date agreed to by the Parties. (p) Accommodate, as practicable, and upon reasonable prior notice by the City, the City 's performance of random site security audits at the Consultant's site(s), including the site(s) of a third-party service provider(s), as applicable. The scope of these audits will extend to the Consultant's and its third-party service provider(s)' awareness of security policies and practices, systems configurations, access authentication and authorization, and incident detection and response.
(q) Cooperate with the City to ensure that to the extent required by applicable laws, rules and regulations, and the Confidential Information will be accessible only by the Consultant and any authorized third-party service provider's personnel.
(r) Perform regular, reliable secured backups of all data needed to maximize the availability of the Services. Adequately encrypt the City of Palo Alto's data, during the operational process, hosted at rest, and the backup stage at the Vendors' environment (including Vendor's contracting organization's environment).
(s) Maintain records relating to the Services for a period of three (3) years after the expiration or earlier termination of this Agreement and in a mutually agreeable storage medium. Within thirty (30) days after the effective date of expiration or earlier termination of this Agreement, all of those records relating to the performance of the Services shall be provided to the ISM. (t) Maintain the Confidential Information in accordance with applicable federal, state, and local data and information privacy laws, rules, and regulations.
(u) Encrypt the Confidential Information before delivering the same by electronic mail to the City and or any authorized recipient.
(v) Provide Network Layer IP filtering services to allow access only from the City of Palo Alto's IP address to the Vendor environment (primarily hosted for the City of Palo Alto). (w) Offer a robust disaster recovery and business continuity (DR-BCP) solutions to the City for the systems and services the Vendor provides to the City.

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Information Security
Document Version: V3.0
Doc: InfoSec 110

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(x) Provide and support Single Sign- on (SSO) and Multifactor Authentication (MFA) solutions for authentication and authorization services from the "City's environment to the Vendor's environment," and Vendor's environment to the Vendor's cloud services/hosted environment ." The Vendor shall allow two employees of the City to have superuser and super -admin access to the Vendor's IT environment, and a cloud-hosted IT environment belongs to the City. (y) Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct, indirect or punitive damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the City 's IT environment, including, without limitation, IT infrastructure communications.
(z) The Vendor must provide evidence of valid cyber liability insurance policy per the City’s
EXHIBIT “D” INSURANCE REQUIREMENTS.

Part B. Alternate Requirements:

IT & DATA STANDARDS

• All data transactions performed within the CoreVeiw mapping platform and API integrations are hosted on/via AWS GovCloud Compliant infrastructure. • Data is secured while in transition and at rest via SSL & TLS 2.0 encryption methodologies. • Data is stored/encrypted in AWS GovCloud Compliant infrastructure with redundancy and failover mechanisms.
• Data is retained by default, for 3 years unless otherwise stated in writing. Specific terms of retention that deviate from this standard must be agreed upon in writing and executed by authorized signatures from customer agency and StarChase. Once the retention period has expired, agency data is deleted from all storage resources and services. • StarChase’s CoreView Mapping Platform is web-based. No proprietary software or plugins are required. CoreView is viewable on any internet accessible device.

DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5

EXHIBIT D
Surveillance Use Policy for StarChase GPS Vehicle Tracking Technology In accordance with Palo Alto Municipal Code Section PAMC 2.30.680(d), the Surveillance Use Policy for the Police Department’s use of StarChase GPS Vehicle Tracking technology is as follows:

1. Intended Purpose. The technology is used by the Palo Alto Police Department to remotely affix a GPS tracking device to a wanted vehicle, which is being pursued or is about to be pursued, for the purpose of remotely tracking the vehicle’s movements and apprehending it later . This procedure provides officers with a potential alternative to engaging in, or continuing, a vehicle pursuit.

2. Authorized Uses. Department personnel may only access and use the StarChase system for official and legitimate law enforcement purposes consistent with this Policy.

The following uses of the StarChase system are specifically prohibited:
a. Harassment or Intimidation: It is a violation of this Policy to use the system to harass and/or intimidate any individual or group.
b. Personal Use: It is a violation of this Policy to use the system or data for any personal purpose.
c. First Amendment Rights. It is a violation of this policy to use the system or associated data for the purpose or known effect of infringing upon First Amendment rights of any person.
d. Invasion of Privacy: Except when done pursuant to a court order such as a search warrant or pursuant to specific exceptions (explained below) , it is a violation of this Policy to utilize the system to record the geographic location of vehicles not exposed to public view (e.g., vehicles on a public road or street, or that are on private property but
are visible from a public road, street, or a place to which members of the public have access, such as the parking lot of a shop or other business establishment).

Based on the provisions of the California Electronic Communications Privacy Act (CalECPA) - SB 178, a search warrant must be obtained after a tag is affixed to a vehicle, unless specified exceptions apply. Such exceptions include a vehicle wher e the occupants/operator(s) have no standing (e.g., stolen vehicle, carjacked vehicle, embezzled vehicle), a vehicle driven by a person subject to parole supervision, and a vehicle which must be located immediately to prevent death or serious physical inju ry.

See Cal. Penal Code § 1546 et seq.

3. Information Collected. The StarChase system captures only the device’s geographic location from the time of deployment to the time of retrieval, or until the device’s battery has discharged (whichever occurs first).

DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5

4. Safeguards. All data will be closely safeguarded and protected by both procedural and technological means. The Palo Alto Police Department will observe the following safeguards regarding access to and use of stored data:
a. All StarChase data shall be accessible only through a login/password -protected system capable of documenting all access of information by name, date, and time. b. Persons approved to access StarChase data under this policy are permitted to access the data for legitimate law enforcement purposes only, such as when the data relate to a specific criminal investigation.
c. Such StarChase data may only be released to other authorized and verified local enforcement officials and agencies for legitimate law enforcement purposes (e.g., assistance in locating and apprehending the vehicle).
d. Every StarChase deployment and system inquiry must be documented by either the associated case number or incident number.

5. Retention. The City’s vendor, StarChase, will store the data (data hosting) and ensure proper maintenance and security of data stored in their data centers. StarChase will purge the data 3 0 days after collection, unless it has been identified as evidence in a specific criminal investigation. Additionally, the Palo Alto Police Department will retain relevant data obtained from the system if it has become, or it is reasonable to believe it will become, evidence in a specific criminal investigation or is subject to a discovery request or other lawful action to produce records. In those circumstances the applicable data should be downloaded from the server onto portable media and booked into evidence.

Information gathered or collected, and records retained by StarChase will not be sold, accessed, or used for any purpose other than legitimate law enforcement or public safety purposes.

6. Access by non-City Entities. The StarChase data may be shared only with other local law enforcement or prosecutorial agencies for official law enforcement purposes o r as otherwise required by law, and as provided below:
a. Requests
i. A law enforcement agency may make a written request for specific data, including the name of the agency and t he intended official law enforcement purpose for access
ii. The request shall be reviewed by the Chief of Police or the authorized designee and approved before access is granted
iii. The approved request is retained on file
iv. Requests for StarChase data by non-law enforcement or non-prosecutorial agencies will be processed by the Department’s custodian of records and fulfilled only as required by law.
b. The Chief of Police or the authorized designee will consider the California Values Act (Government Code § 7284.2 et seq .), before approving access to StarChase data. The Palo Alto Police Department does not permit the sharing of StarChase DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 data gathered by the City or its contractors/subcontractors for purpose of federal immigration enforcement.

7. Compliance Procedures. The Investigative Services Captain (or other police administrator as designated by the Police Chief) shall be responsible for ensuring compliance with procedures, including, but not limited to:
a. Ensuring only properly trained sworn officers, crime analysts, and police staff are allowed access to the StarChase system or StarChase data. b. Ensuring that training requirements are completed for authorized users. c. Ensuring the security of the information collected and compliance with applicable laws.

It is the responsibility of the Investigative Services Captain (or other police administrator as designated by the Police Chief) to ensure that an audit is conducted of StarChase deployment and use at least once during each calendar year. The Department will audit a sampling of the StarChase system utilization from the prior 12 -month period to verify proper use in accordance with the above authorized uses. This audit shall take the form of an internal Department memorandum to the Chief of Police. The memorandum shall include any data errors found so that such errors can be corrected. After review by the Chief of Police, the memorandum and any associated documentation shall be filed and retained by the Department.

DocuSign Envelope ID: 35E90F0F-4C42-4601-A252-6444F13FFFA5 Certificate Of Completion
Envelope Id: 35E90F0F4C424601A2526444F13FFFA5
Status: Sent
Subject: DocuSign: PO-4524000393 StarChase_Master Agrmnt_FINAL.pdf Source Envelope:

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Mai, Philip
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250 Hamilton Ave
Palo Alto , CA 94301
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City of Palo Alto
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Palo Alto City CouncilApril 15, 2024

Palo Alto City Council
April 15, 2024