DocuSign Envelope ID: 9665E793-51BE-417C-8529-F57E009DE293
CITY OF RICHMOND
STANDARD CONTRACT
Department: Employment & Training Project Manager: Gina Baker Project Manager E-mail: Project Manager Phone No:
[email protected] (510) 307-8011
PR No: Vendor No: 13005 P.O./Contract No:
Provide software and technical support for a web-based labor compliance & monitoring software to track contract & labor compliance in accordance with the City of Richmond's ordinances.
The parties to this STANDARD CONTRACT do mutually agree and promise as follows:
1. Parties. The parties to this Contract are the City of Richmond (herein referred to as the "City") and the following named Contractor:
LCP Tracker, INC.
Company Name:
Street Address: 117 East Chapman Avenue
City, State, Zip Code: Orange, CA, 92688
Contact Person: Kris Vincil
Telephone: (810) 279-2946 Email: [email protected] Business License No: 40056490 / Expiration Date: February 16, 2022 A California I corporation, [Illimited liability corporation general partnership, limited partnership, Li individual, L 1 non-profit corporation, I individual dba as [specify:]
• other [specify:]
Term. The effective date of this Contract is July 6, 2021 and it terminates June 30, 2024 unless terminated as provided herein.
Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ 56,000. . City shall not pay for services that exceed the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.
4. Contractor's Obligations. Contractor shall provide those services and carry out that work described in the Service Plan (Exhibit A) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
City's Obligations. City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
DocuSign Envelope ID: 9665E793-51BE-417C-8529-F57E009DE293 Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference.
General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.
9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference.
10. Signatures. These signatures attest the parties' Contract hereto:
CONTRACTOR:
LCP Tracker, INC.
• 64A4FEAB53BE4CO...
By:
(* The Corporation Chairperson of the Board,
President or Vice President should sigry below)
Title: By:
I hereby certify that this Contract Title: LED
has seem approved by City Council.
Pamela Curistian Date Signed: 9-14-22
- C6643BFF4A43406...
By:
City Clerk (* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approsardaas to form:
For By:
Title: (FO
City Attorney
Date Signed: 9-14.22
Set or any Assistant Seasary, the Chief Financial
LIST OF ATTACHMENTS:
Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
DocuSign Envelope ID: 9665E793-51BE-417C-8529-F57E009DE293 For the Contract between the City of
Richmond and
LCP Tracker, INC.
EXHIBIT A
SERVICE PLAN
Contractor shall, to the satisfaction of the Employment & Training Dept., perform the following services and be compensated as outlined below:
The Scope of Work includes, but is not limited to, software, technical support, training of City Staff, end users, and designees as well as the following:
a. Electronic collection of labor compliance related data from contractors and subcontractors, including but not limited to certified payroll reports (CPR's), fringe benefit statements and statements of non-performance.
b. Electronic collection of required information from contractors and subcontractors for local workforce hiring goals, as part of the City's Local Employment Program ordinance as well as other goals defined by theState of California and/or the Department of Labor. c. LCP Tracker will store and maintain all applicable State of California prevailing wage ratesand requirements.
d. LCP Tracker will provide reporting functions delineated by the City including statistically and graphical.
LCPtracker's cloud-based system is an out-of-the-box software allowing clients the ability to configure various application, department, and validation settings within their database. This SaaS allows Contractors of all tiers to create and submit certified payroll reports and additional types of documentation to show compliance with Federal and State prevailing wage regulations. As the City of Richmond is already an LPtracker client, a full implementation will not be necessary; rather a review of the current configuration is recommended in its place.
An annual license fee is required and is provided for the tier you have chosen and any additional use must be contracted for by City of Richmond; any optional services, as listed in the RFP response, are additional.
DocuSign Envelope ID: 9665E793-51BE-417C-8529-F57E009DE293 For the Contract between the City of
Rich Trader, INC.
EXHIBIT B
PAYMENT PROVISIONS
{PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES
THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT
AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY MANAGER}
1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below.
2. Any and all payments made pursuant to this Contract shall be subject to the Contract payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel etc). Invoices, shall be adequately detailed, based on accurate records, andbe in a form reasonably satisfactory to the City. Contractor may be required to provideback- up material upon request.
3. Contractor shall submit timely invoices to the following address:
Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Gina Baker Department: Employment & Training PO Box 4046
Richmond, CA 94804-0046
4. All invoices that are submitted by Contractor shall be subject to the approval of the City's Project Manager, Gina Baker before payments shall be authorized.
5. The City will pay invoice(s) within 45 days after completion of services to the City's satisfaction. The City shall not pay late fees or interest.
6. A Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.
7. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.
DocuSign Envelope ID: 9665E793-51BE-417C-8529-F57E009DE293 For the Contract between the City of
Richmond and
LCP Tracker, INC.
EXHIBIT C
AUTHORIZED REPRESENTATIVES AND NOTICES
1. Notices. All notices, demands, statements, or communications provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the City shall be addressed to the Department Head and (as delineated below in section 1.1) to the project manager responsible for the administration of or the supervision of the scope of work under this Contract. Notices to the Contractor shall be addressed to the party designated by Contractor (as delineated below in section 1.2). Notice shall be deemed delivered (a) upon personal delivery; (b) as of the fifth business day after mailing by United States certified mail, postage prepaid, addressed to the proper party; or (c) as of 12:00 p.m. on the second business day immediately after the day it is deposited with and accepted by Federal Express, or a similar overnight courier service, addressed to the proper party and marked for next business day morning delivery. For the purposes of this Contract, a "business day" means any day Monday through Friday that is not a holiday recognized by the federal government or the State of California.
CITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
Gina Baker
City of Richmond
330 25th Street - 2nd Floor
Richmond, CA 94804-0046
1.2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
Kris Vincil
LCP Tracker, INC.
117 East Chapman Avenue
Orange, CA, 92688
DocuSign Envelope ID: 9665E793-51BE-417C-8529-F57E009DE293
EXHIBIT D
GENERAL CONDITIONS
1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.
2. Brokers. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.
3. City Property. The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.
4. Inspection.
If the project or services set forth in Exhibit A shall be performed on City or other public property, City shall have the right to inspect such work without notice. If such project or services shall not be performed on City or other public property, City shall have the right to inspect such work upon reasonable notice.
5. Services. The project or services set forth in Exhibit A shall be performed to the reasonable satisfaction and approval of City. In the event that the project or services set forth in Exhibit A are also itemized by price, City, in its sole discretion, may, upon notice to Contractor, delete certain items or servicesset forth in Exhibit A, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor.
General Conditions/EJ/TE 01-19-11
DocuSign Envelope ID: 9665E793-51BE-417C-8529-F57E009DE293 Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform theservices required herein, unless otherwise provided in Exhibit A.
6. Changes and Extra Work. All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following:
Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work.
If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work, which the Contractor may accept or not. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation forextra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.
7. Additional Assistance. If this Contract requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue General Conditions/EJ/TE 01-19-11
DocuSign Envelope ID: 9665E793-51BE-417C-8529-F57E009DE293 any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.
8. Professional Ability. Contractor acknowledges, represents and warrants that Contractor and its employees are skilled and able to competently provide the services hereunder, and possess all professional licenses, certifications, and approvals necessary to engage in their occupations.
City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City.
9. Business License. Contractor shall obtain a Richmond Business License before performing any services required under this Contract. The failure to so obtain such license shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.
10. Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of theproject or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable mannerit chooses. In the event of a termination by the City without default, there will be no refunds of any fees paid to Contractor.
Termination in the Event of Default. Should Contractor fail to perform any General Conditions/EJ/TE 01-19-11
DocuSign Envelope ID: 9665E793-51BE-417C-8529-F57E009DE293 of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's tees, expert witness tees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
11. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year
12. Indemnification. Intentionally deleted. All indemnification provisions and limitation of liability provisions are contained in the attached standard form contract.
15. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete General Conditions/EJ/TE 01-19-11
DocuSign Envelope ID: 9665E793-51BE-417C-8529-F57E009DE293 responsibility for the safety of Contractor's employees and any subcontractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.
16. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.
17. Non-Liability of Officials and Employees of the City. No official or employee of the City or the Contractor shall be personally liable for any default or liability under this Contract.
18. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.
Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance.
Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.
Contractor acknowledges that the City's Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City's website at
http://www.ci.richmond.ca.us/workplacepolicies. Contractor agrees to abide by the terms and conditions of said policies.
19. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated General Conditions/EJ/TE 01-19-11
DocuSign Envelope ID: 9665E793-51BE-417C-8529-F57E009DE293 under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.
Contractor acknowledges that the services which Contractor shall provide under this Contract are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in City's sole and absolute discretion. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor. Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract.
The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
20. Integration. This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the Exhibits to this Contract.
21. Modifications and Amendments. This Contract may be modified or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney.
22. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions.
23. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and General Conditions/EJ/TE 01-19-11
DocuSign Envelope ID: 9665E793-51BE-417C-8529-F57E009DE293 City reserves the right to employ other Contractors in connection with the project.
24. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of services, or method of compensation (as applicable), or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Contract.
25. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.
26. Time of the Essence. Time is of the essence of this Contract. Contractor and City agree that any time period set forth in Exhibit A represents their best estimates with respect to completion dates and both Contractor and City acknowledge that departures from the schedule may occur.
Therefore, both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by others, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work.
27. Confidentiality. Contractor agrees to comply with, and to require its employees, agents and partners to comply with, all applicable State or Federal statutes or regulations respecting confidentially, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that:
All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purposes not directly connected with the administration of such service.
No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.
General Conditions/EJ/TE 01-19-11
DocuSign Envelope ID: 9665E793-51BE-417C-8529-F57E009DE293
28. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Contract shall not be considered "third parties."
29. Governing Law. This Contract shall be construed in accordance with the law of the State of California without regard to principles of conflicts of law.
This Contract is made in Contra Costa County, California, and any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, California.
30. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased or renewed by the City under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure by City to continue the purchase of all or any failure to continue purchase of all or any such services from Contractor.
31. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §$ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.
32. Interpretation. This Contract shall be interpreted as if drafted by both parties.
33. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view General Conditions/EJ/TE 01-19-11
DocuSign Envelope ID: 9665E793-51BE-417C-8529-F57E009DE293 toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.
34. Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor.
35. Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach.
Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor's performance, or payments therefore, or any combination of these acts, shall not relieve the Contractor's obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.
36. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest.
37. Performance and Final Acceptance.
Contractor represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract.
Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard.
General Conditions/EJ/TE 01-19-11
DocuSign Envelope ID: 9665E793-51BE-417C-8529-F57E009DE293 City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor.
If warranted, City shall determine, and Contractor may request such determination, that Contractor has satisfactorily completed performance of this Contract. Upon such determination, City shall issue to Contractor a written Notice of Final Acceptance, after which Contractor shall not incur. further costs under this Contract. Contractor shall respond to such Notice of Final Acceptance by executing and submitting to City a Release and Certificate of Final Payment.
38. Survival. The rights and obligations of the parties which by their nature survive termination or completion of the services covered by this Contract shall remain in full force and effect after termination or completion.
General Conditions/EJ/TE 01-19-11
DocuSign Envelope ID: 9665E793-51BE-417C-8529-F57E009DE293 For the Contract between the City of
Richmond and
LCP Tracker, INC.
EXHIBIT E
SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):
See attached LPtracker standard contract in the same format attached to the RFP, which fully governs the delivery of our services.
LCPtracker, Inc.
Master Subscription Software as a Service Agreement
1. DEFINITIONS.
a. "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. Control, for purposes of this definition, means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity.
b. "Aggregated Statistics" means data and information related to Client's and Users' use of the Services that is used by LPtracker in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
c. "Applicable Law" means all federal, state, local and other laws, rules and regulations, ordinances, interpretive letters and other official releases of or by any governmental authority, decrees, orders and codes as the same are amended from time to time and as are applicable to a Party's performance of its obligations under the Agreement, including any applicable law relating to the privacy or processing, protection, collection, use, or disclosure of personally identifiable information as more particularly described in any such applicable law.
d. "Client Data" means all Client and User electronic information entered into the Services or otherwise provided from Client to LCPtracker pursuant to this Agreement.
e. "Documentation" means this Agreement, the applicable Product Schedule, and (i) for LCPtracker Professional, the online user guide (Administrator Manual or Contractor Manual as appropriate) for the Services, accessible via login at LPtracker online, and updated from time to time, or (ii) for Workforce Manager, the LPtracker guides entitled "How to Access Workforce Manager" "Creating a New Administrator Profile" and "WFM How to reset your password, that are supplied to Client on request, are accessible via login at LPtracker online, and that may be updated from time to time. Updates of the Documentation in Section 1(e)(i) and (i) are in LCPtracker's sole discretion.
f. "General Conditions" means the contract number between the Client and LPtracker. i For a sea in of out, a racer nile rear a greate santos a post d herein. Herein, "intellectual property rights" means any registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, or trade secret or intellectual property rights laws in any part of the world.
h. "Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
i. "Product Schedule" means the documents) for placing orders hereunder signed by both Parties and made a part hereof.
By entering into a Product Schedule hereunder, a Client Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. To be effective a Product Schedule must be signed by both parties to the Product Schedule. i. "PIl" means (i) information about an identified or identifiable individual or household as more particularly described in any Applicable Law in any way relating to privacy and the protection, collection, use, disclosure or distribution of personally identifiable information, including without limitation to the generality of the foregoing, personally identifiable healthcare information or personally identifiable financial information, or (i) where no Applicable Law applies, means any information that by itself or when combined with other information (such as, but not limited to, names, addresses, telephone numbers, e-mail addresses, credit card number, demographic information, static IP address and government issued identification number) can be used to identify a specific living natural person or household. k. "Services" means any LPtracker software as a service products and related services that are ordered by Client under a Product Schedule and made available by LCPtracker online via the Client login or otherwise. "Services" excludes non- LCPtracker applications or software of any kind
DocuSign Envelope ID: 9665E793-51BE-417C-8529-F57E009DE293 I. "Service Fees" means the fees payable for the Services that are chosen in the applicable Product Schedule. m. "Subscription Term" means the applicable term as set forth on the applicable Product Schedule for the Services. n. "Third-Party Products" means any third-party products that Client or a User uses to connect with the Services. o. "Users" means persons who are authorized by Client to use the Services, for whom subscriptions to a Service have been project detailed in the Product Schedule.
2. SERVICES
2.1. Provision of Services. Subject to and conditioned on Client's and its Users' compliance with the terms and conditions of this Agreement, LPtracker hereby grants Client a non-exclusive, non-transferable (except in compliance with Section 2.3) right to access and use the Services during the applicable Subscription Term solely for use by Client and Users in accordance with the Documentation for their internal business purposes. Client agrees that Client's access to Services hereunder is neither contingent on the delivery of any future functionality or features nor dependent on any oral/written public comments made by LPtracker regarding future functionality/features. LPtracker hereby grants to Client for the applicable Subscription Term a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 2.3) and revocable license to use the relevant Documentation and any other manuals, instructions, or other materials that LPtracker makes available to Client which describe the features/requirements of the Services solely for Client's internal business purposes in connection with its permitted use of the Services.
2.2. Limitations. Client will not (and will not permit any third party or User to): (i) modify (except as expressly permitted under the applicable Product Schedule), port, translate, localize or create derivative works based on the Services, (ii) use, copy, sell, rent, lease, market, distribute or sublicense the Services except as otherwise specifically permitted hereunder; (iii) reverse engineer, decompile, or disassemble the Services; (iv) access the Services in order to build or contribute to a competitive product or service, (V) access the Services in any manner that violates any intellectual property right of a third parly, (vi) remove, or allow to be removed, any LPtracker proprietary rights notice from any LPtracker product, (vii) disclose the results of performance tests run on the Services to any third party without LCPtracker's prior written consent, (viii) make the Services available to anyone other than Users, (ix) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (x) use the Services to store or transmit Malicious Code, (xii) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (xili) attempt to gain unauthorized access to the Services or their related systems or networks. This Agreement grants no additional express or implied license, right or interest in any copyright, patent, trade secret, trademark, invention or other intellectual property right of LPtracker that is not expressly granted herein. Client shall; (a) be responsible for the administration of User identifications and passwords and Users' compliance with this Agreement and shall require Users to acknowledge their understanding of and compliance with the restrictions and responsibilities related to the use of the Services, including, without limitation, protecting their User identification and passwords and compliance with all Applicable Laws; (b) use their best efforts to prevent unauthorized access to or use of the Services, and notify LPtracker promptly of any unauthorized access or use, and (c) use the Services only in accordance with the Documentation and Applicable Laws. If Client becomes aware of any actual or threatened activity prohibited by this Section, Client shall, and shall cause its Users to, immediately: (A) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services); and (B) notify LPtracker immediately in writing of any such actual or threatened activity.
2.3. Users. Client may permit any number of Users (unless otherwise set forth in the applicable Product Schedule) to use the Services; (i) in accordance with the terms of the applicable Product Schedule and the Documentation, and (ii) through a unique and reasonably secure username and password. If a two-factor authentication login system is provided, it is required to be used. Client is responsible to ensure that its Users comply with all the same obligations regarding use of the Services that it is bound by hereunder.
2.4. Use of Services Client is solely responsible for its and its Users' compliance with all Applicable Law in the use of the Services and LCPtracker shall have no liability for Client's or its Users' input of data or use of the Services. Client agrees that that Client (a) will confirm the accuracy of any bulk upload/AP|/data migration/auto-geo assignment integration into the LCPtracker system, and (b) further understands that bulk uploads/API/data migration/auto-geo assignments are effective only as of the date of the uploads)/migration(s). It is Client's responsibility to provide updated data to LPtracker. Client accepts that auto-geo assignments are automatically corrected by Microsoft based upon the co-ordinates in the KML file supplied by Client to CPtracker, and further the accuracy of data subject location has some inaccuracy due to combining pure mapping co-ordinates (or deficiencies within those co-ordinates) with residential locations. Client agrees to not directly send any PIl by email or otherwise (to CPtracker outside of the LPtracker SaaS Services product offering) without prior written approval from the LCPtracker Director of Client Services.
2.5 Changes. LPtracker reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of LPtracker's services to its customers; (i) the competitive strength of or market for LPtracker's services; or (iii) the Services' cost efficiency or performance; or (b) to comply with Applicable Law.
2.6. Data Backup. The Services are programmed to perform routine data backups as set out in LPtracker's backup policy in effect from time to time (the "Backup Policy"). In the event of any loss, destruction, damage, or corruption of Client Data DocuSign Envelope ID: 9665E793-51BE-417C-8529-F57E009DE293 for any reason, LPtracker will, as its sole obligation and liability and as Client's sole remedy, restore the Client Data from LCPtracker's then most current backup of such Client Data in accordance with the then current Backup Policy. It is the Client and the Users responsibility to maintain their own back-ups of their original data for the required statutory periods.
2.7. Client Control and Responsibility. Client has and will retain sole responsibility for: (a) all Client Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Client or any User in connection with the Services; (c) Client's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Client or through the use of third-party services ("Client Systems'"); (d) the security and use of Client's and its Users' access credentials; and (e) all access to and use of the Services directly or indirectly by or through the Client Systems or its or its Users' access credentials, with or without Client's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
2.8. Data Privacy. The Parties agree that, between the Parties, Client shall serve as the business or controller and LCPtracker shall serve as the service provider or processor, as those terms are defined under Applicable Law.
LOPtracker, as a service provider on behalf of Client, shall not access, use, process or retain Client Data containing PIl except as necessary to perform its obligations under this Agreement and the applicable Product Schedule except in strict accordance with the written instructions of Client, or as otherwise required for LPtracker to meet its own legal obligations under Applicable Law. Notwithstanding the foregoing, LPtracker may use, disseminate, and otherwise process deidentified or aggregated Client Data to the full extent allowed under Applicable Law and pursuant to its own discretion.
3. FEES AND PAYMENT FOR SERVICES
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otherwise stated in the Product Schedule, payment is due by check to the address listed above for LPtracker net 30 days from the date of the applicable invoice.
is overdue, in accordance with Section 11.1 (Notices), before suspending the Services to Client.
3.4. Payment Disputes. If Client provides written notice to CPtracker of a dispute about any portion of an invoice prior to the applicable payment due date, LPtracker shall not exercise its rights under Section 3.3 provided Client is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
3.5. Taxes, Unless otherwise stated, Service Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). Client is responsible for paying all Taxes, if any, associated with Client purchases hereunder, other than those based on LCPtracker's income. If LPtracker has the legal obligation to pay or collect Taxes for which Client is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Client, unless Client provides LPtracker with a valid tax exemption certificate authorized by the appropriate taxing authority.
3.6. Auditing Rights and Required Records. Client agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. LPtracker may, at its own expense, on reasonable prior notice, periodically (during, or after the Term for a period of two (2) years) inspect Client's records with respect to matters covered by this Agreement, provided that if such inspection reveals that Client has underpaid LPtracker with respect to any amounts due hereunder, Client shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with this Agreement. Client shall pay for the reasonable costs of the audit if the audit determines that Client's underpayment exceeds 10% of sums due for any quarter.
4. PROPRIETARY RIGHTS
4.1. Reservation of Rights. The Services are not sold to Client or any third party. LPtracker reserves all rights, title, and interest in and to Services and its underlying software covered by this Agreement, including but not limited to all related intellectual property rights. No rights are granted to Client hereunder (whether by waiver, implication, estoppel, or otherwise) other than as expressly set forth herein or a Product Schedule for the Term.
DocuSign Envelope ID: 9665E793-51BE-417C-8529-F57E009DE293
4.2. Additional Purchases and Affiliate Use. Client or Client Affiliates may, at additional cost, purchase access to other LPtracker products by entering into new Product Schedules. Unless otherwise stated in the applicable Product Schedule, Client shall be and remain jointly and severally liable for any such Affiliates' obligations under this Agreement.
4.3. Feedback and Aggregated Statistics. Any suggestions, enhancement requests, forms created, recommendations or other feedback relating to the operation/provision of the Services provided by Client, including by Users, or worked on by LCPtracker and Client/Users ("Feedback"), during and after the Term is and remains the intellectual property of LCPtracker and LPtracker has all rights therein to exploit and commercialize any Feedback as LCPtracker chooses without compensation or other consideration to Client or any Users. LPtracker is not required to use any Feedback.
Notwithstanding anything to the contrary in this Agreement, LPtracker may monitor Client and Users use of the Services and collect and compile Aggregated Statistics. As between LPtracker, the Client and its Users, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by CPtracker without compensation or other consideration to Client. Client acknowledges that LPtracker may compile Aggregated Statistics based on Feedback. Client agrees that LPtracker may (i) make Aggregated Statistics publicly available in compliance with Applicable Law, and (i) use Aggregated Statistics to the extent and in the manner permitted under Applicable Law, provided that such Aggregated Statistics do not identify the Client's or Users' Confidential Information. All Users of Services may be contacted by LPtracker with information about LPtracker events, services or products, and they will be given the opportunity to opt-out of any such communications.
4.4. Federal Government End Use Provisions. LPtracker provides the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR
12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data - Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with LCPtracker to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.
4.5. Client Data. LPtracker acknowledges that, as between LPtracker and Client, Client owns all right, title, and interest, including all intellectual property rights, in and to the Client Data. Client hereby grants to LPtracker a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Client Data and perform all acts with respect to the Client Data as may be necessary for LPtracker to provide the Services to Client, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use Client Data within the Aggregated Statistics and Feedback. LPtracker is not responsible for any errors due to inaccurate information provided by Client or Users.
5. CONFIDENTIALITY
5.1. Definition of Confidential Information. As used herein, "Confidential Information" means all information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without prejudice to the generality of the foregoing Confidential Information shall include business and marketing plans, technology and technical information, product plans, pricing and designs, and business processes disclosed by a Party. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (il) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without access or reference to the Disclosing Party's Confidential Information.
5.2. Protection of Confidential Information. The Receiving Party shall (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and the applicable Product Schedule, and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those contained herein.
5.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
6. WARRANTIES AND DISCLAIMERS
6.1. Warranties. LCPtracker warrants that (i) LCPtracker has validly entered into this Agreement, (ii) the Services shall perform materially in accordance with the Documentation, (ili) LPtracker will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services, and (iv) LCPtracker will not transmit Malicious Code to Client, provided it is not a breach of this subpart (iii) if Client or a User uploads a file containing Malicious Code into the Services and later DocuSign Envelope ID: 9665E793-51BE-417C-8529-F57E009DE293 downloads that file containing Malicious Code. For any breach of a warranty in this Section, Client's exclusive remedy shall be as provided in Section 10.1 and Section 10.4. LPTRACKER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
6.2. Client Warranties. Client represents and warrants that (i) Client has validly entered into this Agreement, (i) Client has collected all Pll in accordance with all Applicable Law, including in relation to the provision of any notice and for obtaining any consent required under any Applicable Law, contract, or privacy policy in connection with Client's provision of PIl into the Services to LPtracker under this Agreement, (iii) Client has all sufficient and necessary rights to transfer PII manner it chooses to. utilize the Services; and (iv) Client will follow best practices in relation to data security. Client acknowledges that Client is solely responsible for the content uploaded into the Services and warrants that Client shall comply with all Applicable Law in its use of the Services and shall require all Users to acknowledge and agree to comply with Applicable Law, any applicable User terms of service or privacy policy, and the requirements of this Agreement in the same way as they apply to Client.
6.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, THE SERVICES ARE PROVIDED "AS IS"
AND LCPTRACKER DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY
OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL
WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN, LCPTRACKER MAKES NO
WARRANTY OF ANY KIND THAT THE SERVICES WILL, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY
INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.
7. MUTUAL INDEMNIFICATION
7.1. Indemnification by LCPtracker. LPtracker shall defend Client against any claim, demand, or proceeding made or brought against Client by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the US intellectual property rights of such third party in respect of the Services (a "Claim Against Client") or violates Applicable Law (in so far as the violation applies to LPtracker's limited services as a processor and not a controller of information (but including its obligations under Section 2.8 of this Agreement)) and shall indemnify Client for any damages, reasonable attorney fees and costs finally awarded against Client as a result of, and for amounts paid by Client under a court-approved settlement of a Claim Against Client; provided that Client (a) promptly provides LCPtracker written notice of the Claim Against Client; (b) allows LPtracker sole control of the defense and settlement of the Claim Against Client (provided that LPtracker may not settle any Claim Against Client unless the settlement unconditionally releases Client of all liability); and (c) provides to CPtracker all reasonable assistance, at LPtracker's expense. In the event of a Claim Against Client, or if LCPtracker reasonably believe the Services may infringe or misappropriate a third party's intellectual property rights, LCPtracker may, in LPtracker's sole discretion and at no cost to Client, (x) modify the Services so that they are no longer infringing, without breaching LPtracker warranties under Section 6.1 above, (y) obtain a license for Client's continued use of the Services in accordance with this Agreement, or (z) if LPtracker determines that neither of the foregoing is commercially practicable and if Client is not permitted to continue using the Services, then this Agreement will terminate with respect to such infringing Services, and Client shall be entitled to recover from LPtracker an amount equal to a pro-rated portion of the applicable prepaid Service Fees paid for the Services for the remaining Subscription Term for the applicable Services. LPtracker shall have no liability for any infringement claim based on Client Data, or Client's or its Users' use of the Services in a manner not permitted hereunder, where such claim would not arise but for such Client Data or Client's or its Users' unauthorized use of the Client Data or the Services. LPtracker will not be held responsible for actions outside its reasonable control and retains all its defenses at law and at equity.
7.2. Indemnification by Client. Unless prevented by Applicable Law, Client shall indemnify, hold harmless, and, at LCPtracker's option, defend LPtracker, it's directors, officers and employees against any claim, demand, suit or proceeding made or brought against LPtracker by a third party alleging that Client Data, or Client's or its Users' use of the Services in a manner not permitted hereunder, (i) infringes or misappropriates the intellectual property rights of a third party or (ii) violates Applicable Law, including, without limitation, a Client's breach of Section 6.2(iii) (together with Section 7.2(i), a "Claim Against LPtracker"), and shall indemnify LPtracker for any damages, reasonable attorney fees and costs finally awarded against LPtracker as a result of, or for any amounts paid by CPtracker under a court-approved settlement of, a Claim Against LCPtracker; provided that LPtracker (a) promptly gives Client written notice of the Claim Against LPtracker; (b) gives Client sole control of the defense and settlement of the Claim Against LPtracker (provided that Client may not settle any Claim Against LPtracker unless the settlement unconditionally releases LPtracker of all liability); and (c) provides to Client all reasonable assistance, at Client expense.
7.3. Exclusive Remedy. THIS SECTION 7 STATES THE INDEMNIFYING PARTY'S ENTIRE LIABILITY TO, AND THE
INDEMNIFIED PARTY'S EXCLUSIVE REMEDY AGAINST, THE OTHER PARTY FOR ANY TYPE OF INDEMNIFIED CLAIM DESCRIBED IN THIS SECTION.
8. LIMITATION OF LIABILITY. IN NO EVENT WILL LPTRACKER BE LIABLE UNDER THIS AGREEMENT OR ANY OTHER AGREEMENT WITH THE CLIENT UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES; (b) LOST REVENUES; DocuSign Envelope ID: 9665E793-51BE-417C-8529-F57E009DE293 (c) LOSS OF GOODWILL OR REPUTATION; (d) LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA; OR (e) COST OF REPLACEMENT SERVICES, IN EACH CASE REGARDLESS OF WHETHER
CLIENT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE FORESEEABLE. IN NO EVENT WILL LPTRACKER'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY EXCEED $50,000. CLIENT ACKNOWLEDGES THAT
LCPTRACKER COULD NOT MAKE ITS SERVICES AVAILABLE TO CLIENT ON THE TERMS SET FORTH HEREIN IF LOPTRACKER'S LIABILITY WERE NOT SO LIMITED.
9. TERM. This Agreement commences on the Effective Date hereof and continues until termination of all Product Schedules as provided below, or termination of this Agreement as provided herein, whichever occurs first. Except as otherwise specified in the applicable Product Schedule, all Subscription Terms shall automatically renew for subsequent additional like periods (each a "Renewal Term" and collectively, the "Term") unless either Party gives the other Party notice of non- renewal at least ninety (90) days before the end of the then current applicable Subscription Term. No auto renewals for Client past the second yearly auto renewal, in this regard the General Conditions control. A writing signed by both Parties is required yearly after the end of three years of the Term.
10. TERMINATION
10.1 Termination for Cause. (a) Either Party may terminate a Product Schedule for cause: (i) upon thirty (30) days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period, or (i) if there is a Service Suspension which is not in the opinion of LPtracker commercially reasonably or practically capable of being cured. (b)LCPtracker may terminate (effective upon notice to the Client) for a breach of Section 2.
10.2. Termination for Discontinuance. LPtracker may, with no liability to the Client (except a pro rata refund of applicable Service Fees) or the Users, also terminate this Agreement and/or any applicable Product Schedule(s) to the extent LPtracker discontinues any Services upon one hundred and eighty (180) days prior written notice to Client.
10.3. Effect of Termination. Upon termination of a Product Schedule or this Agreement for any reason, Client's (and any Users') right to continue using the Services under the applicable Product Schedule(s) shall immediately cease and Client shall destroy or return (as directed by LPtracker) all Confidential Information related to such Product Schedule A termination of a Product Schedule hereunder does not affect any other remaining Product Schedule(s) hereunder which shall remain subject to the terms of this Agreement unless such Product Schedule(s) are terminated in accordance with the terms hereof or unless the Agreement is terminated. Upon request from Client in writing upon termination of this Agreement, LPtracker shall promptly delete all Client Data in the Services (in accordance with LCPtracker normal back-up procedures, but any Client Data not deleted due to a back-up procedure will not be kept for longer than six (6) months in the event of a request for deletion, and during that time LPtracker's obligations under this Agreement for confidentiality will continue to apply). Client acknowledges that if the Client Data is requested to be returned, Client will incur the applicable fees for the requested extract format as set forth on LPtracker's then current price list. Notwithstanding the foregoing, Client may elect to download the Client Data within thirty (30) days of such termination at no charge. If a portable drive is requested at a charge from LPtracker, Client accepts the risk of damage or loss of this drive during transit. All Sections intended by their nature to survive termination, including, without limitation, Sections 5, 6, 7, 8, and 10 shall survive any termination or expiration of this Agreement.
10.4. Refund or Payment upon Termination. Upon any termination under Section 10.1 where CPtracker is at fault, LCPtracker shall refund Client any prepaid Service Fees covering the prorated remainder of the applicable yearly period of the Subscription Term within thirty (30) days after the relevant effective date of termination. Unless provided otherwise herein, upon any other termination, Client shall remain obligated for any unpaid Service Fees covering the remainder of the
10.5. Service Suspension. Notwithstanding anything to the contrary in this Agreement, LPtracker may temporarily suspend Client's and any User's access to any portion or all of the Services if: (i) LPtracker reasonably determines that (a) there is a threat or attack on any of the LPtracker IP; (b) Client's or any User's use of the LPtracker IP disrupts or poses a security risk to the LPtracker IP or to any other customer or vendor of LCPtracker; (c) any User is using the LCPtracker IP for fraudulent or illegal activities; (d) subject to Applicable Law, Client has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (e) LCPtracker's provision of the Services to Client or any User is (x) prohibited by Applicable Law, or (y) deemed by LCPtracker to be commercially unfeasible due to Applicable Law; (ii) any vendor of CPtracker has suspended or terminated LPtracker's access to or use of any third-party services or products required to enable Client to access the Services; or (iii) in accordance with Section 3.3 (any such suspension described in subclause (i), (i), or (iii) of this Section 10.5, a "Service Suspension").
LCPtracker will have no liability for any liabilities or any other consequences that Client or any User may incur as a result of a Service Suspension.
11. GENERAL PROVISIONS
11.1. Governing Law.
11.2. Notices. Any notice required or permitted to be delivered pursuant to this Agreement, and any permission and approval required hereunder shall, unless otherwise provided herein, be in writing and shall be deemed to have been DocuSign Envelope ID: 9665E793-51BE-417C-8529-F57E009DE293 given: (i) upon delivery, if delivered in person, (i) upon electronic confirmation of delivery if sent by electronic mail, or (i) three (3) business days after deposit in the United States mail, registered or certified mail, return receipt requested postage prepaid, in each case addressed to the addressee set out in the first paragraph of this Agreement or to such other address as may be specified by either Party hereto upon notice given to the other Party in accordance with this Section.
Certain LCPtracker updates regarding the Services are provided to Client at www.lcptracker.com/status.
11.3. Severability. If a provision of the Agreement or portion thereof is found to be invalid, illegal, or unenforceable under Applicable Law, it shall not invalidate or render unenforceable the remainder of such provision or the remaining provisions of the Agreement.
Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect their original intent as closely as possible in a mutually acceptable manner.
11.4. Export Compliance. The Services may be subject to export laws and regulations of the United States and other jurisdictions. Client shall not access or use Services in violation of any U.S. export law or regulation.
11.5. Anti-Corruption. Client acknowledges that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any LPtracker employees or agents in connection with this Agreement.
Reasonable gifts and entertainment provided in the ordinary course of business do not violate this restriction. If Client learns of any violation of this restriction, Client will promptly notify LPtracker in writing.
11.6. Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. LPtracker will reach out from time to time with opportunities to Client in relation to other LPtracker product opportunities and Client consents to this. No employee, director, or officer of LCPtracker shall be held personally liable under this Agreement.
There are no third-party beneficiaries to this Agreement.
11.7. Waiver. No failure or delay by either Party in exercising any right or partial right, remedy, power or privilege under this Agreement shall constitute a waiver of that right, remedy, power or privilege.
11.8. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign this Agreement in its entirety (including all Product Schedules), without consent of the other Party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party, provided that the assignee agrees in writing to be bound by the terms of this Agreement and has sufficient funds to discharge the assignor's liabilities hereunder. A Party's sole remedy for any purported assignment by the other Party in breach of this paragraph shall be, at the non-assigning Party's election, termination of this Agreement upon written notice to the assigning Party and payment of all sums owing under the terms of this Agreement.
11.9. Entire Agreement. This Agreement, including all exhibits and all Product Schedules, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the Party against whom the modification, amendment or waiver is to be asserted, and in order to effectively amend the terms of this Agreement, any amendment must specifically call out the Section of this Agreement to be amended
11.10. Counterparts. This Agreement and any Product Schedule hereunder may be executed in one or more counterparts; each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
11.11. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to pay Service Fees hereunder by Client), if and to the extent such failure or delay is caused by an event of Force Majeure commercially unreasonable to continue to have this Agreement in force). 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission.
DocuSign Envelope ID: 9665E793-51BE-417C-8529-F57E009DE293 1 LOPtracker
BULK PROJECT PRICING PRODUCT SCHEDULE, dated as of July 6, 2021 ("Product Schedule"), to the Master Subscription Software as a Service Agreement, dated as of March 5, 2021 (the "Agreement") between LPtracker and Client
Terms not defined herein shall have the meaning ascribed to them in the Agreement. The address for invoicing the Client is by email at [email protected] attn Accounts Payable (Client to inform LPtracker in writing thirty days in advance if this changes). Both parties hereto that LPtracker is providing access to the following Services subject to the terms and conditions of the Agreement and this Product Schedule as follows:
A. SERVICES
Subscription Term is [one] years and begins on the date of this Product Schedule.
Price Year Price Year Price Year Price Year
1 2 3 4
LCPtracker Pro - Bulk Project Pricing Term
(3/5/21- (3/5/22- (3/5/23- (3/5/24-
3/4/22) 3/4/23) 3/4/24) 3/5/25)
Bulk Project Pricing - Annual Access
Fee
Construction Capacity: Up to $25 million
Bulk project Annual Access Fee for access
to LCPtracker Professional comprising:
• • Unlimited administrative Users at no cost to Client Unlimited contractor Users at no cost directly to
Client
• Administrator phone, email, and Live Chat Annual $10,000 $11,000 $11,770 $12,595 technical software support as needed (not
training).
Contractor email and "Live Chat" technical
software support as needed (not training).
Unlimited administrator and registered contractor
User access to on-demand, pre-recorded web
training videos during the Term.
Fixed Annual Multiple Projects Fee Option
These are flat rate annual price packages for a one-year commitments for LCPtracker Services.
B. BULK PROJECT PRICING TABLE
Construction Capacity in the relevant LCPtracker Professional yearly period of the Subscription Term Annual Access Service Fees Up to $5 million $3,800
Up to $10 million $7,400
Up to $25 million $11,000
Up to $50 million $19,300
Up to $100 million $25,300
Up to $200 million $32,500
Up to $300 million $41,300
Up to $400 million $49,000
Up to $500 million $57,200
Up to $750 million $64,400
Up to $1 billion
Up to $2 billion
Up to $4 billion
Up to $6 billion
Up to $8 billion $184,300
Up to $10 billion $215,600
C. CONSTRUCTION CAPACITY
(a) "Construction Capacity" means the sum total of all active (Open/Active") projects in the Client's account (which sum also includes all accounts under this Product Schedule in their Affiliates' accounts) in the Services. The value of projects marked as "Open/Active" within the LCPtracker Professional database is determined by the accurate total of project "Budget" amounts.
DocuSign Envelope ID: 9665E793-51BE-417C-8529-F57E009DE293 (b) The original winning bid amount for Client's construction project must be provided by Client to LPtracker so it may be entered accurately in the relevant project "Budget" field in the LPtracker Professional services platform. The winning bid amount must be updated by Client if change orders exceed 25% of the original total project winning bid amount for the relevant project (through written requests to LPtracker Support Department - [email protected]). (c) The winning bid amount is what is required to be included in the "Budgel" field and includes all material, all labor, and all other related costs on the awarded bid on the project for all phases. This field must be kept updated and accurate by the Client (through written requests to LPtracker Support Department - [email protected]) at all times for LCPtracker to accurately invoice the Client.
(d) Failure by Client or their Affiliates to accurately update LPtracker Support Department of changes to the "Budget" field will be a material breach under the Agreement and will not remove the Client's obligation to pay the amounts due for the Services based on an accurate "Budget" field. If a project is completed and closed (responsibility of Client to perform to avoid being billed for it, the project will no longer be counted in that month's open active projects for billing. (e) Periodically LPtracker performs audits of project "Budgel" fields to ensure accuracy and may reach out to Client to confirm the project "Budgel" amounts accuracy. Failure by Client to timely respond to a request for information in relation to any such audit will allow LPtracker to adjudicate that labor wages will account for 25% of the supplied project "Budget" amount and amend the relevant "Budgel" amount accordingly in the Services for billing purposes. Client will be free to dispute this value with LPtracker by providing accurate information in relation to Construction Capacity at any time.
D. PAYMENT TERMS
(a) Service Fees are due under this Product Schedule are due on the date hereof or on the yearly anniversary hereof unless provided otherwise.
(b) Service Fees for access to the Services detailed above will change if one of the following events occurs: (i) If the sum of all "Budgel" amounts for projects entered in LPtracker during the then current year of the Subscription Term exceed the Construction Capacity level purchased (Client will be invoiced for an amount equal to the difference between the Construction Capacity level provided for that year of the Subscription Term and the cost level for which the current correct Construction Capacity applies, prorated for the number of months remaining in the then current year of the Subscription Term. This invoice shall be due and payable upon receipt. The new rate will then be applicable to the immediately following year of the Subscription Term), (ii) The Construction Capacity increases beyond the previously purchased level on the annual anniversary of this Product Schedule, or (iii) A notice is given to Client pursuant to Section D(d) below. (c) Fees for optional additional professional services to be included into the Services shall be invoiced and due upon delivery of the applicable service at the then current pricing of LPtracker, unless any such service exceeds thirty (30) days, then invoices will be rendered at the end of each month and payable upon receipt thereof by Client by email. (d) The prices and terms of this Product Schedule are locked in for the four year term detailed above only. If there is a renewal after this term, the parties must agree to new pricing. (e) If Client elects to pay by credit card, the credit card payment fee of four percent (4%) imposed on LCPtracker shall be added to Client's payment to be charged. Client is responsible for providing complete and accurate billing and contact information to LPtracker and notifying LPtracker of any changes to such information. (f) If Client has no active projects at the time of a yearly renewal and Client wishes to keep its account open (in such case the then current LCPtracker active database fee shall apply).
E. ADDITIONAL TERMS: (if any)
LCPtracker, Inc.
clienti Cly of Richmond, CA
By: _ M
[LCPtracker Authorized Person Signature]
Name: ARIS VIL Name: J Cana PakeR Pray Mir
[LCPtracker Authorized Person Name] [Client Authorized Person Name] Title:_ Title:
[LCPtracker Authorized Person Title] [Client Authorized Person Title] Date: 10-12 2022 Date: 10 - 17522
Ver LCP.V11.21
DocuSign Envelope ID: 9665E793-51BE-417C-8529-F57E009DE293 ACORD® DATE (MM/DD/YYYY)
CERTIFICATE OF LIABILITY INSURANCE
10/6/2022
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES 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), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
PORTANT: If the certificate holder is an ADDITIONAL INSURE this certificate does not confer rights to the certificate holder in lieu of such endorsements).
MANEACT Carrie Boggs
Bowermaster & Associates [FAC, NO):
10805 Holder St (AIG, No. Ext): 714-733-6200
Ste 350 ADDRESS: [email protected]
Cypress CA 90630 INSURERS) AFFORDING COVERAGE NAIC #
INSURERA: Massachusetts Bay Insurance Company 22306
INSURED LCPTINC-01 INSURER B: Allmerica Financial Benefit Insurance Co 41840 LCPtracker, Inc. INSURER : Hiscox Insurance Company 10200 117 E. Chapman Ave.
Orange CA 92866 INSURER D: HOUSTON CAS CO 42374
INSURER E: HUDSON EXCESS INSURANCE COMPANY DBA 14484
INSURER F:
CERTIFICATE NUMBER: 791947897 REVISION NUMBER:
THIS 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 WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR
A X COMMERCIAL GENERAL LIABILITY Y 8/15/2022 8/15/2023 $ 2,000,000 CLAIMS-MADE OCCUR $2,000,000
MED EXP (Any one person) $ 10,000
PERSONAL & ADV INJURY | $ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY X PEO LOC PRODUCTS - COMP/OP AGG $ 4,000,000
OTHER:
AUTOMOBILE LIABILITY AW3H346838 8/15/2022 8/15/2023 $ 1,000,000
X ANY AUTO
OWNED SCHEDULED
AUTOS ONLY AUTOS
HIRED X NON-OWNED
AUTOS ONLY AUTOS ONLY
UMBRELLA LIAB OCCUR OD3H346333 8/15/2022 8/15/2023 EACH OCCURRENCE $ 6,000,000
EXCESS LIAB CLAIMS-MADE
AGGREGATE S6,000,000
DED RETENTION $
WORKERS COMPENSATION W23H346169 8/15/2022 8/15/2023
AND EMPLOYERS' LIABILITY
Y/N
ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? NIA
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $1,000,000 DESCRIPTION OF OPERATIONS beloN EL. DISEASE - POLICY LIMIT $1,000,000 Crime 8/15/2022 8/15/2023
Tech Eo Cyber Data Excessd Media 8/15/2022 50000002000
8/15/2023
8/15/2022 8/15/2023 5,000,00l
DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be atfached if more space is required)
CERTIFICATE HOLDER CANCELLATION
ty of Richmor
n: Gina Bak
50 Civic Center Plaz AUTHORIZED REPRESENTATIVE
ichmond CA 9480
Wellesl
© 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 9665E793-51BE-417C-8529-F57E009DE293 Business Tax Search
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Search Results License #40056490
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• License Info
Business License #
• Site Info
40056490
• Inspections
40056490
License No:
1/17/2018
License Issue:
License Issue By: VE
License Expire: 12/31/2023
License Expire By: AHI
Status: ACTIVE
Status By: KR
Conditions:
attachments (3)
Approvers Approve My Approvels
Norkfiow
56.000.00 100.00% Aveleble 56,000.00 Unreieved
Invoices (0) 0.09% 0.00 Spended Leuidated amt
Burchase Orders. (0) 0.00 % 0.00 Open PO 56,000.00 Revised Performance (0)
Requisitiona (02 0.00 % 0.00| 56,000.c0 Original
Additional Information
Revised
Modified
Oricinal
Days
Nosfication Percentage None Workflow
MARIA TORRES 5473ntor
0.0o asof Percent complete
Review code
Subtype
Extended through there Type
Renemal action 2023 Period
06/30/2024 211 hite emiration SOFTWARE & TECHNICAL SUPPORT CONTRACT COMPLIANCE Projects
07/06/2021 B11 Approved PROJECT CED CONTRACT COMPLIANCE 42070 Project Bid awarded revty
Reçusition Year/Number
06/30/2024 NuT Estimated complesion Audits
07/06/2021 R11 Estimated start ...BYPLOYMENT & TRAINING Dept/Loc Activate
Insurance Retanage Mass Create
1 Modfed Output/Post
• Change Order NONE
APPROVED >> → Oriphal Hold Payments Release
Entered by 6473mtor Status - To Be Roiled
Standing
My Ble Edt Iools deb
• Contract Entry - Munis (CITY OF RICHMOND (LVE)
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User 6473mtor generated contract 6296 with a description of SOFTWARE & TECHNICAL SUPPORT CONTRACT COMPLANCE for department 27 for 56000.00.
Expires 1/24/2023 Retention Policy 90 Day Inbox (90 days) Wed 10/26/2022 2:53 PM
To O Maria B. Torres
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DocuSign Envelope ID: 9665E793-51BE-417C-8529-F57E009DE293