Stanton City Council
August 27, 2024

Public Works & Engineering Department
7800 Katella Avenue
Stanton, CA 90680
(714) 379-9222 | StantonCA.gov
Approved for Advertising:
______________________
Public Works Director/City Engineer
[email protected]
(714) 890-4203
Issue Date: Thursday, April 25, 2024
Deadline for Questions: Monday, May 13, 2024 at 2:00 p.m.

Proposal Due Date: Monday, May 27, 2024, at 4:00 p.m.

Presentation/Interviews: TBD (as necessary)

SECTION I. GENERAL DESCRIPTION AND INTRODUCTION………………………………………………3 SECTION II. PROJECT BACKGROUND………………………………………………………………………………………. 3 SECTION III. SCOPE OF SERVICES……………………………………………………………………………………………….. 4 SECTION IV. SUBMISSION REQUIREMENTS……………………………………………………………………………. 5 SECTION V. SELECTION CRITERIA……………………………………………………………………………………………….. 7 SECTION VI. SELECTION PROCESS………………………………………………………………………………………………8 SECTION VII. SUBMISSION DEADLINE………………………………………………………………………………………. 8 SECTION VIII. REQUESTS FOR ADDITIONAL INFORMATION…………………………………………… 9 SECTION IX. TAXES AND LICENSES……………………………………………………………………………………………...10 SECTION X. PAYMENT TO CONTRACTOR……………………………………………………………………………….. 10 SECTION XI. INSURANCE…………………………………………………………………………………………………………………. 11 SECTION XII. TERMINATION FOR CONVENIENCE OF THE CITY………………………………………12 SECTION XIII. INDEPENDENT CONTRACTOR…………………………………………………………………………. 12 SECTION XIV. CONTRACT………………………………………………………………………………………………………………… 12 SECTION XV. GENERAL CONDITIONS…………………………………………………………………………………………13 SECTION XVI. PREVAILING WAGE………………………………………………………………………………………………… 13 EXHIBIT A: CITY MAP WITH CURRENT STREET SWEEPING SCHEDULE EXHIBIT B: TRASH PICK UP SCHEDULE
EXHIBIT C: BID SCHEDULE
EXHIBIT D: PROPOSAL ACKNOWLEDGEMENT FORM
EXHIBIT E: SAMPLE PROFESSIONAL SERVICES AGREEMENT

The City of Stanton (“City”) is requesting proposals from qualified certified by the North American Power Sweeping Association (NAPSA) to provide Citywide Street Sweeping Services
Proposals must conform to the requirements of this Request for Proposal (RFP) and proposals must be submitted in a sealed envelope to the Department of Public Works and Engineering no later than 4:00 p.m. on Monday, May 27, 2024. The contract is anticipated to be awarded at a June City Council meeting. The City reserves the right to waive any irregularity in any proposal, or to reject any proposal that does not comply with this RFP. The city alone, using the criteria determined by the city, will select the qualified candidate.

The successful Contractor will be required to enter into an agreement with the City, which will include the requirements of this RFP, as well as other requirements to be specified at a later date. By submitting a proposal, the Contractor agrees to all of the terms of this RFP.

Please direct any questions by the deadline for questions listed on the cover page of this RFP to Keith Gifford, Code Enforcement / Parking Control Manager, via email at [email protected].

The City of Stanton’s has approximately 85 curb miles of public streets, 6.5 curb miles of medians, 18 linear miles of public alleys, and Beach Boulevard (5.8 curb miles of street and 5.2 curb miles of medians) that are swept once a week. A street sweeping map showing the streets, medians, and alleys is included as EXHIBIT A, Street Sweeping Map, and a trash pick up map is included as EXHIBIT B. The City’s normal working hours are 7 am to 4 pm, Monday through Friday. Arterial streets with no parking may be swept between 12 and 7 am.

Industrial streets may be swept between 5 and 8 am.

Hours of operation are subject to the approval of the Public Works Director / City Engineer or their authorized representative. The City reserves the right to request routing changes at any time. Routing changes shall only take effect upon mutual agreement by the City and Contractor.

The City is seeking qualified contractors with a minimum of three (3) years of experience providing Citywide Street Sweeping Services similar to those requested in this Scope of Services. Contractors with experience and current contracts with public agencies, particularly in Orange County, are highly desirable. Contractor shall be prepared to furnish all labor, supervision, materials, non-consumable supplies, equipment, fuel, transportation, and every other expense necessary to successfully provide Citywide Street Sweeping Services.

GENERAL
The Citywide Street Sweeping Services shall include full clearance of debris and residue from all existing right-of-ways located within the present corporate limits of the City of Stanton. The Contractor shall make as many passes as necessary to accomplish the task, including all of the following:
• Removal of spills of concrete, rock, gravel, accident debris, etc.* • Physical/personal pick up and transfer of items of excessive size (e.g., cardboard, large rocks, etc.) into the hopper
• Sweeping of pavement edges, painted two-way left turn lanes, and medians & median islands (flush concrete or paved) as part of the sweeping of the associated street
*Dirt and debris carried onto streets from identifiable construction sites shall not be considered the responsibility of the Contractor if located within one-hundred (100) feet of the construction site. Instead, the construction contractor will be required to completely clean debris carried by traffic to areas beyond these specified limits.

The Contractor shall comply with all conditions of the City’s NPDES Permit including staff training and submittal of reports for number of miles of streets swept, equipment documentation and maintenance, and disposal of materials. Documentation will be provided to the City for inclusion into the City’s NPDESS program.

Contractor shall dispose of all debris and refuse collected from street sweeping operations at the CR&R facility located at 11232 Knott Ave., Stanton, CA 90680, or an alternative facility designated by the Public Works Director / City

Engineer in the event the CR&R facility is unavailable. The City shall be responsible for paying all costs of disposal of debris and refuse collected from street sweeping operations.

The Contractor shall not generate any major disruptive noise at the work site, storage sites, staging areas, etc., outside of the normal working hours prescribed above. A noise level limit of 86 dbA at a distance of fifty feet shall apply to all equipment used by the Contractor. The use of excessively loud warning signals shall be avoided except in those cases required for the protection of personnel.

In addition to conducting street sweeping in strict accordance to the agreedupon sweeping schedule, Contractor must also submit reports for the City to include in the City’s National Pollutant Discharge Elimination System (NPDES) program, and also provide record of the total weight / volume of debris collected. Contractor shall provide documentation on equipment specifications & maintenance, as well as the disposal of materials. Contractor shall log the date, time, streets, and miles swept daily for the City’s review.

Any complaints made by members of the public or the City must be promptly documented, investigated, and reported to the Public Works Director / City Engineer. The report shall be issued on the following workday from the complaint’s receipt and shall detail any actions taken or planned to address the complaint.

PERSONNEL
Street sweeping shall be conducted by personnel adequately trained in sweeper operation (including compliance with the City’s NPDES permit) and have proficient command of the English language (i.e., reading, writing, and speaking). Contractor shall designate the same operators to sweep in the City.

Permanent or long-term (i.e., longer than one month) operator changes must be promptly noticed to the City. The City reserves the right to reject proposed replacement operators.

Substitute Sweeper. The Contractor shall also provided dedicated backup sweepers that are trained and familiar with the City’s street sweeping routes, schedules, and practices—well in advance of serving as a substitute sweeper.

A substitute sweeper that is completely new often results in major delays in street sweeping; in the worst-case scenario, a code enforcement officer has to guide the sweeper by driving in front of it—causing a significant negative

impact to the City’s code enforcement staffing level. The City recommends backup sweepers shadow the primary dedicated street sweeper on a regular basis to ensure that they can deliver as a substitute sweeper with minimal support from City staff.

Contractor shall maintain three toll-free phone numbers by which the Contractor’s key personnel—namely the Project Manager and primary & secondary sweepers.

EQUIPMENT
Sweeping shall be conducted through the use of Compressed Natural Gas (CNG) or Liquefied Petroleum Gas (LPG) street sweepers in compliance with the South Coast Air Quality Management District’s (AQMD’s) Rule 1186.1—Less Polluting Sweepers. At least one back-up sweeper shall be provided. All vehicles utilized by the Contractor shall be labeled with decals on the exterior right and left side panels, clearly identifying the Contractor’s name and phone number.

All vehicles utilized by the Contractor shall each have a Global Positioning System (GPS) installed that will enable the Contractor to track the respective real-time location of the vehicle at all times. The GPS must be able to track non-sweeping stops and the speed of the equipment, as well as generate reports and maps to display this information. During sweeps, vehicles shall not operate above the upper speed limit for optimum sweeping, as specified by the vehicle manufacturers.

The City will not provide CNG fuel for the equipment. Fuel costs for the equipment must be included in the Contractor’s cost proposal. The nearest CNG fuel station is located at 12931 Garden Grove Blvd., Garden Grove, CA 92834. Contractor shall be allowed to use water from the City Yard, at no cost to the Contractor, for operations falling under Stanton’s Citywide Street Sweeping Services.

Contractor shall use furnish at his own expense all labor, equipment, and materials necessary for the satisfactory performance of the street sweeping work set forth herein. After sweeping, curbs and gutters shall be left in a clean condition (free from residue). Contractor shall make as many passes as necessary to leave the streets in clean condition.

STREET SWEEPING SCHEDULE
It is the responsibility of the Contractor to follow the current street sweeping schedule. The Contractor is encouraged to use their experience to incorporate creativity and real world solutions to the needs of the City.

The cancellation of scheduled street sweeping due to inclement weather shall be at the sole discretion of the Code Enforcement / Parking Control Manager or their authorized representative. The process for such cancellations shall be as follows:

1. Contractor informs Code Enforcement / Parking Control Manager of likely (i.e., >50%) forecasted inclement weather via email, call, and text twenty-four (24) hours in advance of the scheduled street sweeping.

2. Unless otherwise directed by the Code Enforcement / Parking Control Manager, Contractor has staff prepared on standby for the first two-anda-half (2.5) hours of the street sweeping shift.

3. Should the Code Enforcement / Parking Control Manager cancel the scheduled street sweep, the Contractor proposes a work schedule adjustment that will return the Contractor to the normal weekly schedule the following week while also ensuring that storm debris is adequately cleared.

4. Code Enforcement / Parking Control Manager approves work schedule adjustment or works with Contractor to reach agreement on a work schedule adjustment.

BILLING FORM, INVOICING, RECORDS, AND REPORTS

1. The Contractor shall submit Record Maintenance Service Chart and Routine Checklist for approval by the City withing ten (10) days of award of contract.

2. Provide a copy of any or all records to the City upon request.

3. Maintain such record through the term of the Contract, plus three (3) years after Contract termination.

4. Provide a billing form and progress payment form approved by the City.

5. Provide a separate invoice for all work done on Beach Boulevard

PROTECTION FROM DAMAGE

1. Protect all public and private property that is not part of Work.

2. Assume liability for any damages as a result of its staff using improper techniques and/or materials. Contractor shall repair such damage at Contractor's expense.

WITHHOLDING OF PAYMENT AND LIQUIDATED DAMAGES

1. In the case that work scheduled for performance is not performed, or does not meet the quality standards as required by the City, the City may allow the Contractor to correct the deficiencies without penalty either during the next scheduled shift, or time mutually agreed upon.

In the case that deficiencies are not corrected as required, the City will impose a deduction from the Contractor’s following monthly invoice a fee to be determined by the City based on required performance, not to exceed $500.00 per individual occurrence, per location.

EMERGENCY RESPONSE
Local staffing shall be able to respond to emergency call-back within 30 minutes, and able to deploy the appropriate resources to respond within two (2) hours after being contacted by the City.

Contractor shall provide the City at all times throughout the duration of this Contract emergency telephone numbers of at least two (2) qualified persons who can be called for emergency conditions at any time. An alternate emergency number shall be provided in case no answer is received at the first number. The emergency number shall be used to contact the Contractor representative who can take the necessary action required to alleviate an emergency condition. Should phone numbers of the contact person change during the Contract those changes must be provided to the City.

The contractor is required to provide the City with a 24-hour emergency number for contact outside normal business hours. The response to an emergency call-out by the Contractor shall not be more than 30 minutes, deployment of appropriate resources to response with two (2) hours and shall be considered part of the normal Contract except when delayed by problems caused by vehicles accidents or Acts of God.

Failure of response from Contractor within two (2) hours will result in three hundred dollars ($300) deduction from payment.

Proposals and all other information and documents submitted in response to this RFP are subject to the California Public Records Act, which generally mandates the disclosure of documents in the possession of the City upon the request of any person, unless the content of the document falls within a specific exemption category.

Three (3) copies of the Proposal must be submitted containing the following elements:
• Proposers must submit three (3) bound copies of their proposal to the City for review.
• 8‐1/2" x 11" sheet sizes should be used for the text, with 11" x 17" sheet sizes for any fold‐out drawings.
• The proposal shall be limited to twenty-five (25) double-sided pages.

Resumes for proposed personnel, tabs, and cover/back pages will not be counted towards the page limit.
• Proposals should be clear and concise – lengthy narrative is discouraged.

LETTER OF TRANSMITTAL
A Letter of Transmittal shall be addressed to Cesar Rangel, P.E., Public Works Director / City Engineer, and, at a minimum, must contain the following information:
• Identification of the proposing Contractor who will have contractual responsibility with the City. Identification shall include the legal name of the company, corporate address, telephone number, and email address of the contact person identified during the period of proposal evaluation. • A statement representing that the Contractor has thoroughly examined and become familiar with the work required in this RFP and is capable of performing quality work to achieve the objectives of the City. • Acknowledgement of receipt of all addenda, if any.
• A statement to the effect that the proposal shall remain valid for a period of not less than ninety (90) days from the date of submittal. • Signature of the official authorized to bind Contractor to the terms of the proposal.
• Signed statement attesting that all information submitted with the proposal is true and correct.

WRITTEN PROPOSAL
The Proposal shall consist of the following sections:

1. Letter of Transmittal. Contents of the Letter of Transmittal listed above.

2. Firm Structure and History. Including the firm’s experience managing projects similar in magnitude and scope, key personnel and structure (organization chart), credentials, background, and ownership of the firm.

Include the firm’s experience with providing Citywide street sweeping services. Include the firm’s financial condition by identifying any conditions that may impede the Contractor’s ability to provide these services (e.g., bankruptcy, settlements paid in the last five years, pending litigation, planned office closures, impending merger, etc.).

3. Key personnel. List qualifications of personnel with resumes and a breakdown of responsibilities. The Firm’s project manager, who will be responsible for planning, coordinating, and conducting the majority of the work, must be identified and committed to the project. The City must approve changes to key personnel committed to work on the project subsequent to award of contract. Resumes must be submitted for key personnel who will be assigned to this project. Also, a dispatch / emergency contact information must be included.

4. A narrative briefly describing the proposed approach using general descriptions for the activities.

5. A list of proposed sub-consultants, sub-contractors, suppliers, and manufacturers, including their qualifications pertinent to this project.

6. A client reference list from previous City / Government Agency projects of similar scope and magnitude. List should include key personnel-contacts and their position with the agency. Include minimum three (3) references for completed work in the past five (5) years.

7. Evidence of compliance with City insurance requirements.

8. Exceptions and Deviations. Contractor shall state any exceptions or deviations from the requirements of this RFP, segregating “technical” exceptions from “contractual” exceptions. Where the Contractor wishes to propose alternative approaches to meeting the City’s technical or contractual requirements, these shall be thoroughly explained. If no contractual exceptions are noted, Contractor will be deemed to have no objection to the contract requirements as set forth in EXHIBIT E, “Sample Professional Services Agreement.”

9. Proposal Acknowledgement Form. Contractor shall complete and submit EXHIBIT D, “Proposal Acknowledgement Form.” Failure to submit this signed form will result in the disqualification of the Contractor’s proposal.

SEPARATE FEE PROPOSAL
Contractor fee schedule included with the submittal but in a separate sealed envelope. The proposal shall include:
a. Bid Schedule (EXHIBIT C) submitted in a separate, sealed envelope.

Contractor shall note any Consumer Price Index (CPI) and other annual cost increases, with the understanding that such year-over-year cost increases will be judged unfavorably by the City.

Additional information can be found under Section X, “Payment to Contractor,” below.

Submitted proposals will be evaluated based on the following factors, but may not be limited to just these factors:

Criteria Approximate
Weight
Approach to providing services, including the methods and techniques to be used for assessment and ongoing
management, and customer services.
20%
Cost of the services to reflect value and fiscal prudence 20% Demonstrated record of success on similar work
performed for other municipalities 35%
Qualifications and ability of the firm to provide the services outlines in the “Scope of Services”, including staffing capabilities, emergency work, proposed team
20%
Exceptions and deviations from the City’s standard
Professional Services Agreement. 5%
Per California law, the procurement of Professional Services must be selected on the basis of qualifications, or Qualifications Based Selection (QBS) in accordance with Public Law 92-582. The procurement of Professional Services can be one-time or multi-year. Professional services contracts have provisions for specific terms, compensation amounts, and scopes of services.

The City reserves the right to require in-person interviews with Contractors, if deemed necessary, after the evaluation of the written proposals. In this case,

the Contractors of the three (3) highest-scoring written proposals will be invited to interviews prior to final selection of the Contractor.

Each RFP will be reviewed to determine if it meets the submittal requirements contained within this RFP. Failure to meet the requirements for the RFP will be cause for rejection of the proposal. The City may reject any proposal if it is conditional, incomplete, or contains irregularities. The City may waive an immaterial deviation in a proposal, but this shall in no way modify the proposal document or excuse the Contractor from compliance with the contract requirements if the Contractor is awarded the contract.

The successful Contractor to whom work is awarded shall, within ten (10) days after being notified, enter into a contract with the City for the work in accordance with the specifications and shall furnish all required documents necessary to enter into said contract. Failure of the successful bidder to execute the contract within the ten (10)-day window shall be just cause for the City to contract with the next responsible Contractor.

In order to be considered, the Contractor must submit three (3) copies of the Service Proposal to the following office:

City of Stanton, City Hall
Public Works & Engineering Department Public Counter
7800 Katella Avenue
Stanton, CA 90680-3162
Attention: Cesar Rangel, P.E.

The proposal outer envelope shall be labeled:

PROPOSAL FOR CITYWIDE STREET SWEEPING SERVICES
The proposal must be received at the office listed above no later than the date and time listed on the cover.

There is no expressed or implied obligation for the City to reimburse firms for any expenses incurred in preparing proposals in response to this request.

Materials submitted by respondents are subject to public inspection under the California Public Records Act (Government Code Sec. 6250 et seq.). Any language purporting to render the entire proposal confidential or proprietary will be ineffective and disregarded.

The City reserves the right to retain all proposals submitted, and to use any idea in a proposal, regardless of whether the proposal was selected.

Submission of a proposal indicates acceptance by the firm of the conditions contained in the RFP, unless clearly and specifically noted in the proposal submitted and confirmed in the contract between the City and the selected firm.

All property rights, including publication rights of all reports produced by the selected firm in connection with services performed under this agreement, shall be vested in the City.

All questions and/or inquiries regarding this RFP shall be directed to:

Keith Gifford
Code Enforcement / Parking Control Manager
City of Stanton
7800 Katella Avenue
Stanton, CA 90680-3162
(714) 890-4224
Email: [email protected]
All questions and/or inquiries shall be submitted by Monday, May 13, 2024 at 2:00 P.M.

Contractors are responsible to verify receipt of any addenda issued. We are aware some of our e-mails go to “junk”. If you do not receive any addenda by Thursday, May 17, 2024, please verify any addenda was issued by contacting Han Sol Yoo by e-mail or telephone. Confirmation of receipt of all addenda is part of the Proposal Acknowledgement Form (EXHIBIT D).

All taxes and licenses, including, but not limited to, a Stanton City Business License and appropriate Contractor’s license, required for this work shall be obtained at the sole expense of the Contractor.

The Contractor will be paid monthly for satisfactory work performed under this contract.

On or about the first of each month, the Contractor shall submit a detailed invoice and all reports required in the Agreement for work performed in the prior month.

1. This invoice shall be in accordance with the contract price and shall become the basis for payment.

2. This invoice shall be subject to review and approval by the Engineer.

3. All submitted invoices will be paid within 30 days of approval by the Engineer.

4. Any charges in the invoice not approved by the Engineer shall not be paid by the City.

5. Separate invoices must be submitted for all work done on Beach Boulevard and Stanton right-of-way.

A. The Contractor shall have Commercial General Liability insurance which affords coverage at least as broad as Insurance Services Office “occurrence” form CG 0001, with minimum limits of at least $1,000,000 per occurrence, and if written with an aggregate, the aggregate shall be double the per occurrence limit. Defense costs shall be paid in addition to the limits.

B. The Contractor shall have Automobile Insurance for owned and nonowned automotive equipment in the amount of not less than $1,000,000.

C. The selected firm shall furnish the City a certificate evidencing Workmen’s Compensation Insurance with limits of no less than $1,000,000 per accident and Comprehensive Professional Liability with limits no less than $2.000,000 per occurrence. The City shall be named as the Additional Insured. Certificates of Insurance must be accompanied by the applicable endorsements for the specific insurance policy.

D. A Certificate of Insurance or an appropriate binder shall bear an endorsement containing the following provisions:

“Solely as respect to services done by or on behalf of the named insured for the City of Stanton, it is agreed that the City of Stanton, the Successor Agency of the City of Stanton, its officers, employees, and agents are all included as additional insured under this general liability policy, and the coverage(s) provided shall be primary insurance and not contributing with any other insurance available to the City of Stanton, its officers and employees, and its agents, under any third-party liability policy.”
E. It is the Contractor’s responsibility to ensure that all sub-consultants comply with the following:

Each sub-consultant that encroaches within the City’s right-ofway and affects (i.e., damages or impacts) City infrastructure must comply with the liability insurance requirements of the City.

Examples of such sub-consultant work include soil sample borings, utility potholing, etc.

The City reserves the right to terminate the “Professional Services Agreement” for the “convenience of the City” at any time by giving ten (10) days written notice to the Contractor of such termination and specifying the effective date thereof. All finished or unfinished drawings, maps, documents, field notes, and other materials produced and procured by the Contractor under the said aforementioned Agreement is, at the option of the City, City property and shall be delivered to the City by the Contractor within ten (10) working days from the date of such termination. The City will reimburse the Contractor for all acceptable work performed as set forth in the executed Agreement.

The Contractor’s relationship to the City in the performance of the Contractor’s services for this project is that of an independent contractor. The personnel performing said services shall at all times be under the Contractor’s exclusive direction and control and shall be employees of the Contractor, not employees of the City. The Contractor shall pay all wages, salaries, and other amounts due its employees in connection with the performance of said work, and shall be responsible for all employee reports and obligations, including, but not limited to, Social Security, income tax withholding, unemployment compensation, and Workers’ Compensation.

The Contract includes the Professional Services Agreement, the City’s RFP, the Contractor’s Proposal, and Exhibits.

The Political Reform Act and the City’s Conflict of Interest Code require that consultants be considered as potential filers of Statements of Economic Interest. Consultants, as defined by Section 18701, may be required to file an Economic Interest Statement (Form 700) within thirty (30) days of signing a Consultant Agreement with the City, on an annual basis thereafter while the contract remains in effect, and within thirty (30) days of completion of the contract.

Pre-contractual expenses are defined as expenses incurred by the Contractor in: (1) preparing the proposal; (2) submitting the proposal to the City; (3) presenting during the selection interview; (4) negotiating with the City on any matter related to the proposal; (5) any other expenses incurred by the Contractor prior to an executed Agreement, and (6) attendance of City Council for Award of Contract.

The City shall not, in any event, be liable for any pre-contractual expenses incurred by the Contractor. Services shall not commence until the Agreement for Professional Contractor Services has been executed by the City.

The Contractor is responsible for notifying Underground Service Alert and providing proper traffic control, at no additional expense to the City.

The City reserves the right to withdraw this RFP at any time without prior notice. Further, the City makes no representations that any Agreement will be awarded to any Contractor responding to this RFP. The City expressly reserves the right to postpone reviewing the proposals for its own convenience and to reject any and all proposals responding to this RFP without indicating any reasons for such rejection(s). Any contract awarded for these Contractor engagements will be made to the Contractor who, in the opinion of the City, is best qualified.

Certain labor categories under this project are subject to prevailing wages as identified in the State of California Labor Code commencing in Section 1770 et. seq. These labor categories when employed for any work on or in the execution of a “Public Works” project require payment of prevailing wages.

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EXHIBIT A

STREET SWEEPING SCHEDULE

EXHIBIT B

TRASH PICKUP SCHEDULE
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EXHIBIT A

STREET SWEEPING SCHEDULE
TO: All Contractors
FROM: Cesar Rangel, PE, Public Works Director/City Engineer DATE: May 16, 2024
SUBJECT: ADDENDUM NO. 1 to the Citywide Street Sweeping Services Request for Proposal (“RFP”)
This Addendum No. 1 is being issued for the Citywide Street Sweeping Services Request for Proposal (“RFP”).

The intent of this Addendum No. 1 is to include the following revisions, additions, and/or deletions shall hereby be made a part of the RFP documents.

The submittal deadline has been extended and proposals and fees are due on Wednesday, May 29th, 2024 at 4 P.M. at
Stanton City Hall
For any further information or clarification needed, please contact Cesar Rangel via email at [email protected].

Confirmation of receipt of all addenda is part of the RFP Documents. Failure to acknowledge receipt of all addenda may cause a proposal to be deemed nonresponsive.

By:
________________
Cesar Rangel, P.E.

Public Works Director / City Engineer
TO: All Contractors
FROM: Cesar Rangel, PE, Public Works Director/City Engineer DATE: May 22, 2024
SUBJECT: ADDENDUM NO. 2 to the Citywide Street Sweeping Services Request for Proposal (“RFP”)
This Addendum No.2 is being issued for the Citywide Street Sweeping Services Request for Proposal (“RFP”).

The intent of this Addendum No.2 is to include the following revisions, additions, and/or deletions shall hereby be made a part of the RFP documents.

Exhibit C. Bid Schedule:

Replace Exhibit C, Bid Schedule with the revised attached, Attachment A. The revised Bid Schedule must be submitted by the Contractor.

Exhibit D. Professional Services Agreement:

Replace Exhibit D, Professional Services Agreement with the revised attached, Attachment B. The revised Professional Services Agreement must be submitted by the Contractor.

Exhibit F. Alleys Locations
Addition Exhibit F, Alleys Locations as the attached, Attachment C.

Listed below are the questions/inquiries received and the City’s Responses:

1. Could you please confirm the term of the contract for the street sweeping services outlined in the RFP?
Response: The contract will be for a period of three (3) Fiscal Years with renewal on a year-by-year basis for an additional two (2) years at the sole discretion of the City. Unless otherwise directed by the City Council, the Director of Public Works/City Engineer may renew the contract based on the Contractor’s overall performance, and upon renewal of insurance certificate(s).

2. Is the “City” requiring the payment of prevailing wages? If so, could you kindly furnish details regarding the prevailing wage rate and group information? Response: If work performed is to be defined by the Prevailing Wage Laws, it is the responsibility of the Contractor to identify the correct Prevailing Wage rates to be paid for all work.

3. We noticed that the RFP includes a requirement for professional liability insurance. Can the “City” please remove this requirement as this type of insurance is not required for street sweeping?
Response: See revised Professional Services Agreement, Attachment B.

4. We observed that the bid due date falls on Memorial Day. Could you kindly confirm if this is an error or if there are any alternative arrangements for submitting bids on that day?
Response: The “City” has revised the submittal deadline. Submittal deadline for all proposals and fees has been extended to Wednesday, May 29th, 2024 @ 4PM.

5. Regarding the termination clause in the RFP and Draft Agreement, it specifies a 10-day termination for convenience and a 7-day termination without cause.

Could the “City” consider extending this notice period to 180 days? Given the substantial capital investment exceeding $450,000 for the street sweepers, a longer notice period would facilitate adequate adjustment and planning in the event of termination.

Response: No.

6. Can you please clarify (Exhibit C – Bid Schedule) Bid Schedule B: Stanton Medians – ‘1. Katella Avenue is listed at 85 CM’, is that correct? Further is it correct that the requirement is to only clean the median areas? Response: See revised Exhibit C - Bid Schedule, Attachment A.

7. We also did not see a specific reference to an anticipated contract term in the bid specifications. Can you please provide the expected duration of this work or has that not been determined yet?
Response: See answer to question no. 1.

Failure to submit the revised Proposal Documents will result in the bid being rejected.

For any further information or clarification needed, please contact Cesar Rangel, Public Works Director via email at [email protected] Confirmation of receipt of all addenda is part of the Proposal. Failure to acknowledge receipt of all addenda may cause a bid to be deemed non-responsive.

By:
__________________________
Cesar Rangel
Director of Public Works/City Engineer
Attachments:
(A) Bid Schedule
(B) Professional Services Agreement
(C) Alleys Locations
Attachment A

BID SCHEDULE
*QUANTITIES ARE AN APPROXIMATION TO THE BEST OF THE CITY’S KNOWLEDGE* Bid Schedule A: Stanton Right-of-Way
No. Unit Location Length Frequency Weekly
Unit Price
Annual Price
=Weekly Unit
Price x 52

1. LS All Streets in Stanton 130 Curb
Miles 1x a Week $ $

2. LS
Cedar Street (South of
Katella)

0.7 Curb
Miles 2x a Week $ $

3. LS Village Center Dr 0.5 Curb
Miles 2x a Week $ $
Subtotal: $
Bid Schedule B: Stanton Medians
No. Unit Location Length Frequency Weekly
Unit Price
Annual Price
=Weekly Unit
Price x 52

1. LS Katella Avenue 1.8 Curb
Miles 1x a Week $ $

2. LS Chapman Avenue 0.7 Curb
Miles 1x a Week $ $

3. LS Cerritos Avenue 0.5 Curb
Miles 1x a Week $ $
Subtotal: $
Bid Schedule C: Beach Boulevard*
No. Unit Location Length Frequency Weekly
Unit Price
Annual Price
=Weekly Unit
Price x 52

1. LS Beach Boulevard (City
Limit to City Limit

5.8 Curb
Miles 2x a Week $ $

2. LS Medians 5.2 Curb
Miles 1x a Week $ $
*Items listed above must be invoiced separately Subtotal: $ Bid Schedule D: Parks
No. Unit Location Area Frequency Weekly
Unit Price
Annual Price
=Weekly Unit
Price x 52

1. LS Stanton Park Parking
Lot

0.56 Acres 2x a Week $ $

2. LS
Stanton Central Park
Parking Lot

1.23 Acres 1x a Week $ $
Subtotal: $
Bid Schedule E: Alleys
No. Unit Location Length Frequency Weekly
Unit Price
Annual Price
=Weekly Unit
Price x 52

1. LS All Alleys in Stanton

4.7 Centerline
Miles
1x a Month $ $
Subtotal: $
TOTAL BASE BID (A+B+C+D+E): $____________________________________________ Hourly labor and equipment for cleaning
and emergencies (4 Hour Minimum): $_____________________/Hour Attachment B

CITY OF STANTON

PROFESSIONAL SERVICES AGREEMENT
FOR

CITYWIDE STREET SWEEPING SERVICES

1. PARTIES AND DATE.

This Agreement is made and entered into this day of , 20___, by and between the City of Stanton, a municipal organization organized under the laws of the State of California with its principal place of business at 7800 Katella Avenue, Stanton, California 90680 (“City”) and [INSERT NAME OF COMPANY], a [INSERT TYPE OF BUSINESS; CORPORATION; LIMITED LIABILITY COMPANY; ETC.], with its principal place of business at [INSERT ADDRESS] (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.”

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of professional street sweeping services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional street sweeping services to public clients, is licensed in the State of California, and is familiar with the project.

2.2 Project.

City desires to engage Consultant to render such services for the CITYWIDE STREET SWEEPING SERVICES project (“Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional street sweeping services necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules, and regulations.

3.1.2 Term. The term of this Agreement shall be from [INSERT START DATE] to [INSERT ENDING DATE], unless earlier terminated as provided herein. The City Manager shall have the unilateral option, at its sole discretion, to renew this Agreement annually for no more than two additional one-year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines.

3.2 Responsibilities of Consultant.

3.2.1 Independent Contractors, Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision.

Consultant will determine the means, methods, and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant shall complete, execute, and submit to City a Request for Taxpayer Identification Number and Certification (IRS FormW-9) prior to commencement of any Services under this Agreement. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees, or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant’s conformance with the Schedule, City shall respond to Consultant’s submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City.

The key personnel for performance of this Agreement are as follows: [INSERT NAME(S)].

3.2.5 City’s Representative. The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. The City Manager hereby designates [INSERT CITY EMPLOYEE NAME], or his or her designee, as the City’s contact for the implementation of the Services hereunder. Consultant shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

3.2.6 Consultant’s Representative. Consultant hereby designates [INSERT NAME OR TITLE], or his or her designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable times.

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications, and approvals of whatever nature that are legally required to perform the Services and that such licenses and approvals shall be maintained throughout the term of this Agreement.

As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state, and federal laws, rules, and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules, and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules, or regulations.

3.2.10 Insurance.

3.2.10.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.

3.2.10.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder and without limiting the indemnity provisions of the Agreement, the Consultant in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement, the following policies of insurance. If the existing policies do not meet the Insurance Requirements set forth herein, Consultant agrees to amend, supplement, or endorse the policies to do so.
(a) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office “occurrence” form CG 0001, with minimum limits of at least $1,000,000 per occurrence, and if written with an aggregate, the aggregate shall be double the per occurrence limit.

Defense costs shall be paid in addition to the limits.

The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to the Agreement.
(b) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering “Any Auto” (Symbol 1) with minimum limits of $1,000,000 each accident.
(c) Workers’ Compensation: Workers’ Compensation Insurance, as required by the State of California and Employer’s Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.

3.2.10.3 Endorsements. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval.
(a) The policy or policies of insurance required by Section 3.2.10.2 (a) Commercial General Liability shall be endorsed to provide the following:
(1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional
insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

Additional Insured Endorsements shall not (1) be restricted to “ongoing operations”; (2) exclude “contractual liability”; (3) restrict coverage to “sole” liability of Consultant; or (4) contain any other exclusions contrary to the Agreement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(b) The policy or policies of insurance required by Section 3.2.10.2 (b) Automobile Liability and (d) Professional Liability shall be endorsed to provide the following:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(c) The policy or policies of insurance required by Section 3.2.10.2 (e) Workers’ Compensation shall be endorsed to provide the following:
(1) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the indemnified parties.
(2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.

3.2.10.4 Primary and Non-Contributing Insurance. All insurance coverages shall be primary, and any other insurance, deductible, or self-insurance maintained by the indemnified parties shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3.2.10.5 Waiver of Subrogation. Required insurance coverages shall not prohibit Consultant from waiving the right of subrogation prior to a loss. Consultant shall waive all subrogation rights against the indemnified parties. Policies shall contain or be endorsed to contain such provisions.

3.2.10.6 Deductible. Any deductible or self-insured retention must be approved in writing by the City and shall protect the indemnified parties in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

3.2.10.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates and endorsements on forms approved by the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3.2.10.8 Failure to Maintain Coverage. Consultant agrees to suspend and cease all operations hereunder during such period of time as the required insurance coverage is not in effect and evidence of insurance has not been furnished to the City. The City shall have the right to withhold any payment due Consultant until Consultant has fully complied with the insurance provisions of this Agreement.

In the event that the Consultant’s operations are suspended for failure to maintain required insurance coverage, the Consultant shall not be entitled to an extension of time for completion of the Services because of production lost during suspension.

3.2.10.9 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best’s rating of no less than A:VII and authorized to do business in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

3.2.10.10 Insurance for Subconsultants. All Subconsultants shall be included as additional insureds under the Consultant’s policies, or the Consultant shall be responsible for causing Subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City as an Additional Insured to the Subconsultant’s policies.

3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state, and federal laws, rules, and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, as applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “C” attached hereto and incorporated herein by reference. The total compensation shall not exceed [INSERT WRITTEN DOLLAR AMOUNT] DOLLARS ($[INSERT NUMBER]) (“Total Compensation”) without written approval of City’s [INSERT TITLE]. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation.

Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Services available to interested parties upon request and shall post copies at the Consultant’s principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify, and hold the City, its elected officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4 Accounting Records.

3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.5 General Provisions.

3.5.1 Termination of Agreement.

3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.

3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant:
[INSERT NAME, ADDRESS & CONTACT PERSON]
City:

City of Stanton
7800 Katella Avenue
Stanton, CA 90680
Attn: [INSERT CITY EMPLOYEE NAME]
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.3 Ownership of Materials and Confidentiality.

3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including, but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data.

Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production, or other similar medium without the prior written consent of City.

3.5.3.3 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information (“Proprietary Information”) unless the City’s legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.

Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant’s objection to the City’s release of Proprietary Information. Consultant shall indemnify, defend, and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost, or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City’s choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.

3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another and shall take any additional acts or sign any additional documents as may be necessary, appropriate, or convenient to attain the purposes of this Agreement.

3.5.5 Attorney’s Fees. If either party commences an action against the other party, either legal, administrative, or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney’s fees and all other costs of such action.

3.5.6 Indemnification.

To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify, and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage, or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants, or agents in connection with the performance of the Consultant's Services, the Project, or this Agreement, including, without limitation, the payment of all damages, expert witness fees and attorney fees, and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Consultant or the City, its officials, officers, employees, agents, or volunteers.

If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

The obligation to indemnify, as provided herein, shall survive the termination or expiration of this Agreement.

3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties.

3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County, California.

3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.6 City’s Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.7 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.8 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates, or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation, or transfer.

3.9 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days, or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.10 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.11 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.12 No Third-Party Beneficiaries. There are no intended third-party beneficiaries of any right or obligation assumed by the Parties.

3.13 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.14 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid, nor has it agreed to pay, any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.15 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. Consultant shall also comply with all relevant provisions of City’s Minority Business Enterprise program, Affirmative Action Plan, or other related programs or guidelines currently in effect or hereinafter enacted.

3.16 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code, which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.17 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.18 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.19 Declaration of Political Contributions. Consultant shall, throughout the term of this Agreement, submit to City an annual statement in writing declaring any political contributions of money, in-kind services, or loan made to any member of the City Council within the previous twelve-month period by the Consultant and all of Consultant’s employees, including any employee(s) that Consultant intends to assign to perform the Services described in this Agreement.

3.20 Subcontracting.

3.20.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
[Signatures on following page.]
IN WITNESS WHEREOF, the parties have executed this Professional Services Agreement on this ____ day of __________, 202_.

CITY OF STANTON [INSERT NAME OF CONSULTANT]
By:

Hannah Shin-Heydorn
City Manager
By:

Name:

Title:
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary,

AND CORPORATE SEAL OF
CONSULTANT REQUIRED]
ATTEST:

By:

Patricia Vazquez
City Clerk
By:

APPROVED AS TO FORM:

By:

Best Best & Krieger LLP
City Attorney
Attachment C

EXHIBIT F

ALLEYS LOCATIONS
55414.00000\32996936.2
C-1
EXHIBIT “B”

COMPENSATION
In the event that this Agreement is renewed pursuant to Section 3.1.2, the rates set forth above may be adjusted each year at the time of renewal in accordance with the March Consumer Price Index, All Urban Consumers, Los Angeles-Riverside-Orange Counties up to a maximum percentage of three percent (3%) at the discretion of the City.

ATTACHMENT A

BID SCHEDULE
*QUANTITIES ARE AN APPROXIMATION TO THE BEST OF THE CITY’S KNOWLEDGE* Bid Schedule A: Stanton Right-of-Way
No. Unit Location Length Frequency Weekly
Unit Price
Annual Price
=Weekly Unit
Price x 52

1. LS All Streets in Stanton 130 Curb
Miles 1x a Week $ $

2. LS
Cedar Street (South of
Katella)

0.7 Curb
Miles 2x a Week $ $

3. LS Village Center Dr 0.5 Curb
Miles 2x a Week $ $
Subtotal: $
Bid Schedule B: Stanton Medians
No. Unit Location Length Frequency Weekly
Unit Price
Annual Price
=Weekly Unit
Price x 52

1. LS Katella Avenue 1.8 Curb
Miles 1x a Week $ $

2. LS Chapman Avenue 0.7 Curb
Miles 1x a Week $ $

3. LS Cerritos Avenue 0.5 Curb
Miles 1x a Week $ $
Subtotal: $
3,074.50 159,873.85

49.65 2,582.21

35.47 1,844.44

24.82 17.73 922.00
2,398.00
1,291.00
164,300.50
4,611.00

46.11 Bid Schedule C: Beach Boulevard*
No. Unit Location Length Frequency Weekly
Unit Price
Annual Price
=Weekly Unit
Price x 52

1. LS Beach Boulevard (City
Limit to City Limit

5.8 Curb
Miles 2x a Week $ $

2. LS Medians 5.2 Curb
Miles 1x a Week $ $
*Items listed above must be invoiced separately Subtotal: $ Bid Schedule D: Parks
No. Unit Location Area Frequency Weekly
Unit Price
Annual Price
=Weekly Unit
Price x 52

1. LS Stanton Park Parking
Lot

0.56 Acres 2x a Week $ $

2. LS
Stanton Central Park
Parking Lot

1.23 Acres 1x a Week $ $
Subtotal: $
Bid Schedule E: Alleys
No. Unit Location Length Frequency Weekly
Unit Price
Annual Price
=Weekly Unit
Price x 52

1. LS All Alleys in Stanton

4.7 Centerline
Miles
1x a Month $ $
Subtotal: $
TOTAL BASE BID (A+B+C+D+E): $____________________________________________ Hourly labor and equipment for cleaning
and emergencies (4 Hour Minimum): $_____________________/Hour 205.78 10,701.00
184.50 9,594.00
20,295.00

75.50 3,926.00

75.50 3,926.00
7,852.00

38.47 2,000.50
2,000.50
199,059
185
1 CITY OF STANTON

REPORT TO CITY COUNCIL
TO: Honorable Mayor and Members of the City Council
DATE: August 27, 2024
SUBJECT: ACCEPTANCE OF THE FY 2022/23 CITYWIDE STREET RESURFACING

PROJECT BY THE CITY COUNCIL OF THE CITY OF STANTON,

CALIFORNIA
REPORT IN BRIEF:

The FY 2022/23 Citywide Street Resurfacing Project consisting of the demolition and removals, roadway modifications, concrete work (ramps and sidewalks), asphalt pavement, signing and striping, and all appurtenant work for various streets throughout the City of Stanton is now complete. The final construction cost for the project was $1,101,427.91, below the awarded contract amount. The City Engineer, in his judgment, certifies that the work was satisfactorily completed as of August 8, 2024, and recommends that the City Council accept the completed work performed on this project.

RECOMMENDED ACTION:

1. City Council declare this project categorically exempt under the California Environmental Quality Act, Class 1, and 15301(c) as repair, maintenance, and minor alteration of existing public structures; and

2. Accept the completion of improvements for the FY 2022/23 Citywide Street Resurfacing Project, as certified by the City Engineer, and affix the date of August 8, 2024, as the date of completion of all work on this project; and

3. Approve the final construction contract amount of $1,101,427.91 with Onyx Paving Company, Inc.; and

4. Direct the City Clerk within ten (10) days from the date of acceptance to file the Notice of Completion (Attachment) with the County Clerk-Recorder of the County of Orange; and

5. Direct City staff, after thirty-five (35) days has elapsed from the filing of the “Notice of Completion” with the County Clerk-Recorder, to make the retention payment to Onyx Paving Company, Inc. in the amount of $55,071.40.

Item: 9K
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2 BACKGROUND:

On May 9, 2023, the City Council authorized staff to advertise this project for construction and approved the draft plans and specifications.

On August 22, 2023, the City Council approved the Cooperative Agreement between the City of Stanton and the City of Garden Grove.

This Project consists of demolition and removals, clearing and grubbing, roadway modifications, concrete work (ramps and sidewalks), asphalt pavement, signing and striping on the following streets:
• Dale Avenue: Katella Avenue to the railroad tracks
• Katella Avenue: Beach Boulevard to Dale Avenue
• Fulton Way: Rutledge Avenue to End
• Devonwood Avenue: Santa Rosalia Street to Fieldgate Street • Courtright Road: Cody Drive to End
The limits of work on Katella Avenue were reduced by approximately 750 feet (east of Beach Boulevard) fronting 8042 Katella Avenue due to potential redevelopment of that property, which would require trenching the street for utility connections.

On February 27, 2024, Onyx Paving Company, Inc. was awarded the contract for the project as the lowest responsible bidder in the amount of $1,151,000.

ANALYSIS/JUSTIFICATION:

Due to minor quantity discrepancies during construction, a credit of $51,978.54 was available to the City and a change order in the amount of $2,406.45 was issued for refreshing/replacing existing red curb on Katella Avenue and Dale Avenue.

The total construction cost for this project was $1,101,427.91, which is below the awarded contract amount.

The FY 2022/23 Citywide Street Resurfacing Project has been completed in conformance with the project plans and specifications and has been accepted by the City Engineer.

FISCAL IMPACT:

The City’s total budget for the Fiscal Year 2022/23 Citywide Street Rehabilitation Project (Task Code No. 2023-101) was $2,089,187 (funded by the Gas Tax Fund (#211); RMRA Fund (#215) and Measure M Fund (#220). Total project costs, including design and staff time estimated through the complete close out of the project, are estimated at $1,505,037.

The budget savings of $584,150 will be returned to the Gas Tax Fund’s fund balance and will be available for future appropriation as of June 30, 2024. 3 The City of Garden Grove shall pay the City of Stanton $54,900 for the cost of the work within the City of Garden Grove’s City Limit within 60 days of providing official approval of the work.

ENVIRONMENTAL IMPACT:

This project is exempt under the California Environmental Quality Act (“CEQA”), Class 1, Section 15301(c) as repair, maintenance, and minor alteration of existing streets, sidewalks, gutters, and similar facilities.

LEGAL REVIEW:

None.

STRATEGIC PLAN OBJECTIVE ADDRESSED:

Obj. No. 3: Provide a high quality infrastructure.

PUBLIC NOTIFICATION:

Notifications were performed through the normal agenda process.

Prepared by: Han Sol Yoo, Associate Engineer
Reviewed by: Cesar Rangel P.E., Director of Public Works/City Engineer Fiscal Impact Reviewed by: Michelle Bannigan, Finance Director Approved by: Hannah Shin-Heydorn, City Manager
ATTACHMENT:

A. Notice of Completion
Recording requested by and
when recorded mail to:

CITY OF STANTON
7800 KATELLA AVE.

STANTON, CA 90680

EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE SECTION 27383

NOTICE OF COMPLETION
Notice pursuant to Civil Code Section 3093, must be filed within 10 days after completion.

Notice is hereby given that:

1. The undersigned is owner or corporate officer of the owner of the interest or estate stated below in the property hereinafter described:

2. The full name of the owner is the City of Stanton.

3. The full address of owner is 7800 Katella Avenue, Stanton, CA 90680.

4. The nature of the interest or estate of the owner is: Public Right of Way.

5. A work of improvement on the property hereinafter described was substantially completed on August 8, 2024. The work was the FY 2022/23 Citywide Street Resurfacing Project.

6. The name of the contractor for such work of improvement was: Onyx Paving Company, Inc.

7. The property on which said work of improvement was completed is in the City of: Stanton, County of Orange, and State of California.

Dated:______________________ ___________________________________, City of Stanton Verification for Individual Owner Cesar Rangel, City Engineer

VERIFICATION
I, the undersigned, say: I am the City Engineer of the City of Stanton, the declarant of the foregoing Notice of Completion; I have read said Notice of Completion and know the contents thereof; the same is true of my own knowledge. I declare under penalty of perjury that the foregoing is true and correct.

Executed on _______________________________, 2024, at Stanton, California. _________________________________________, City of Stanton Cesar Rangel, City Engineer
(Space above this line for Recorder’s use)
Attachment: A
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1 CITY OF STANTON

REPORT TO CITY COUNCIL
TO: Honorable Mayor and Members of the City Council
DATE: August 27, 2024
SUBJECT: AUTHORITY TO ADVERTISE FOR CONSTRUCTION: FY 2023/2024

CITYWIDE ALLEY RESURFACING PROJECT
REPORT IN BRIEF:

The plans and specifications for the FY 2022/2023 Citywide Alley Resurfacing Project are substantially complete. In the interest of time, the City Engineer is recommending City Council approve the draft specifications and plans for bidding, subject to revision by the City Engineer and the City Attorney, to ensure the construction contract is awarded in an efficient and timely manner. The Project plans and specifications are available in the City Engineer’s Office for review.

RECOMMENDED ACTIONS:

1. City Council find that this project is exempt from the California Environmental Quality Act (“CEQA”), Class 1, Section 15301(c) as repair, maintenance, and minor alteration of existing public structures; and

2. Approve the bid specifications and plans, subject to revisions required by the City Engineer and the City Attorney; and

3. Authorize and advertise for bids the FY 2023/2024 Citywide Alley Resurfacing Project.

BACKGROUND:

The recently adopted Pavement Management Plan (PMP) listed the following alleys as needing to be paved in FY 2023/2024:
• Alley between Orangewood Ave. and Lessue Ave. from Santa Rosalia St. to Lenmar St.
• Alley between Dale Ave. and Yana Dr. from Lola Ave. to Chanticleer Rd.

Utilizing the existing on-call civil engineering services, Onward Engineering was retained to design plans, specifications, and cost estimates for this project.

This project consists of demolition and removals, clearing and grubbing, roadway modifications, roadway grading and earthwork, concrete work (ramps and sidewalks), Item: 9L
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2 asphalt pavement, signing and striping, and all appurtenant work.

ANALYSIS/JUSTIFICATION:

The plans and specifications for the FY 2023/2024 Citywide Alley Resurfacing Project are substantially complete. The engineer’s cost estimate for this project is approximately $615,000. The City Engineer is recommending Council approve the specifications and plans for bidding, subject to revisions by the City Engineer and the City Attorney, to ensure a construction contract is awarded in an efficient and timely manner.

The project plans and specifications are available in the City Engineer’s Office for review.

FISCAL IMPACT:

There is no fiscal impact associated with the recommended action.

ENVIRONMENTAL IMPACT:

This project is exempt under the California Environmental Quality Act (“CEQA”), Class 1, Section 15301(c) as repair, maintenance, and minor alteration of existing streets, sidewalks, gutters, and similar facilities.

LEGAL REVIEW:

None.

STRATEGIC PLAN OBJECTIVES ADDRESSED:

Obj. No. 3: Provide a high-quality infrastructure.

Obj. No. 6: Maintain and promote a responsive, high quality and transparent government.

PUBLIC NOTIFICATION:

Through the normal agenda process.

Prepared by: Elias Garcia, P.E., T.E., Assistant City Engineer Reviewed by: Cesar Rangel, P.E., Director of Public Works/City Engineer Approved by: Hannah Shin-Heydorn, City Manager
1 CITY OF STANTON

REPORT TO CITY COUNCIL
TO: Honorable Mayor and Members of the City Council
DATE: August 27, 2024
SUBJECT: LEASE AGREEMENT WITH WIRELESS CCTV, LLC FOR LEASE OF

THREE ADDITIONAL CAMERA TRAILERS AS PART OF THE SAFE

STREETS TOGETHER CAMPAIGN UTILIZING COOPERATIVE

PURCHASING
REPORT IN BRIEF:

The City launched its Safe Streets Together: United Against Exploitation campaign in July 2024. One of the impact areas the campaign focuses on is reducing the demand for prostitution and the illegal sale of sex, through the implementation of various strategies.

Cameras can decrease the demand for prostitution and human trafficking by increasing the risk of detection and arrest for buyers of illegal sex. The presence of cameras provides heightened surveillance and accountability, discouraging individuals from engaging in or facilitating prostitution and human trafficking. The Council approved the initial lease of two solar camera trailers at its meeting of June 25, 2024. Staff is requesting authorization to lease three additional solar camera trailers to support the demand reduction objectives utilizing cooperative purchasing and the City of Palmdale’s contract.

RECOMMENDED ACTION:

1. City Council find that this item is not subject to California Environmental Quality Act (“CEQA”) pursuant to Sections 15378(b)(5)(Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment); and

2. Authorize the City Manager to enter into a second lease agreement with Wireless CCTV, LLC for three solar camera trailers for a rental term of 3 months and a monthly rate of $4,650, for an annual rental amount of $13,950; and

3. Authorize the City Manager to approve additional costs as needed and determined by City staff, for any contingencies up to 15% of the agreement amount.

Item: 9M
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2 BACKGROUND:

The City launched its Safe Streets Together: United Against Exploitation campaign in July 2024. One of the impact areas the campaign focuses on is reducing the demand for prostitution and the illegal sale of sex, through the implementation of various strategies.

One of the strategies is the placement of visible solar trailer cameras in areas known to have significant prostitution activity. The presence of cameras can decrease the demand for prostitution and human trafficking by increasing the risk of detection and arrest for buyers of illegal sex. In addition, cameras provide heightened surveillance and accountability, discouraging individuals from engaging in or facilitating prostitution and human trafficking.

The City’s Purchasing and Contracting Guidelines encourage the use of cooperative purchasing to obtain goods and services by aggregating volume, securing value pricing, and reducing administrative overhead. In cooperative purchasing, the City uses an existing public contract arrived at after the completion of a competitive procurement process as a template to form the City’s own contract with the vendor to acquire the same products/services at the same/lower price. Cooperative purchasing need not be based on the absolute lowest pricing and may consider factors in addition to price, such as the time and/or resources needed for the City to independently competitively bid for the good or service.

Cooperative purchases must adhere to the following requirements:
• The competitive bidding source contract must still be in effect. • The source contract must not preclude the City from using it as an agreement for cooperative purchasing.
• The awarding jurisdiction for the source contract must be either the federal government, the State of California, or a county or city within the State of California. • The prospective vendor making a proposal to the City must be the same vendor that was awarded the source contract.
• The scope of work and/or goods delivered in the source contract must be the same as (or substantially similar to) the scope of work and/or goods requested by the City. • The prospective vendor must extend to the City the same terms and conditions as (or terms more favorable to the City than) those in the initial contract.

ANALYSIS/JUSTIFICATION:

Wireless CCTV, LLC is a leading supplier of mobile video surveillance cameras, backed by a fully managed service including installation, monitoring, technical support, and training. Their portable, cellular-based units are specifically designed for temporary security or targeted surveillance applications. Wireless CCTV, LLC partners with many government agencies to provide support for public works surveillance, illegal dumping prevention, auto theft and vehicle crime, business protection, and protection for parks. 3 In December 2023, Wireless CCTV, LLC entered into a one-year lease contract with the City of Palmdale for four trailers with three Pan-Tilt-Zoom (PTZ) cameras per trailer (attached). The contract price per unit is $2,080 per month.

The City of Pamdale’s contract meets all the requirements of the City of Stanton’s cooperative purchasing requirements. The City of Stanton’s unit price for the same solar camera trailer is $1,550 per month.

At its meeting of June 25, 2024, the Council approved the lease of two solar camera trailers. The two cameras were originally intended to be moved between 5 hot spot locations and were initially installed at First Street and Second Street. Immediately upon installation, and over the weeks since installation, staff has received positive feedback from the residents and businesses on or adjacent to First Street and Second Street regarding the impact the cameras have had. The residents and businesses have expressed concern over the possibility of moving the cameras to other hotspot areas. As such, staff if requested to lease three additional cameras for three months to be placed at Starr Street, Main Street, and Pacific Street.

The cameras will be video recording 24/7 (no audio) and anyone can view the live stream from a laptop, iPhone, iPad, or Android device. The City is not using the livestream for any commercial purpose, and it will be available to the public for free. With infrared capability, even in low light situations the camera will be able to pick up clear images.

These cameras do not utilize license plate recognition software and no such data will be collected.

FISCAL IMPACT:

The total three month cost for rental of three solar camera trailers is $13,950. Sufficient funds are available in the City’s Fiscal Year 2024-25 Operating Budget as part of the Safe Streets Together: United Against Exploitation campaign.

ENVIRONMENTAL IMPACT:

This item is not subject to California Environmental Quality Act (“CEQA”) pursuant to Sections 15378(b)(5)(Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment).

LEGAL REVIEW:

None.
4 STRATEGIC PLAN OBJECTIVES:

Obj. No. 1: Provide a safe community.

Obj. No. 5: Provide a high quality of life.

PUBLIC NOTIFICATION:

Through the normal agenda process.

Prepared by: Hannah Shin-Heydorn, City Manager
Fiscal Impact Reviewed by: Michelle Bannigan, Finance Director Approved by: Hannah Shin-Heydorn, City Manager
Attachment:

A. Professional Services Agreement
B. First Amendment to Professional Services Agreement

CITY OF STANTON

PROFESSIONAL SERVICES AGREEMENT
FOR

LEASE OF SOLAR CAMERA TRAILERS

1. PARTIES AND DATE.
:i£t This Agreement is made and entered into this JS day of J:'u.Vle , 2024, by and between the City of Stanton, a municipal organization organized under the laws of the State of California with its principal place of business at 7800 Katella Avenue, Stanton, California 90680 ("City") and WIRELESS CCTV, LLC, a LIMITED LIABILITY COMPANY, with its principal place of business at 866 PRESIDENTIAL DRIVE SUITE 406 RICHARDSON, TEXAS 75081 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of professional leasing of solar camera trailers required by the City on the terms and conditions set fo1th in this Agreement. Consultant represents that it is experienced in providing professional leasing of solar camera trailers to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such services for the Safe Streets Together:

United Against Exploitation project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3. 1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials; tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional leasing of solar camera trailers necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3 .1.2 Term. The term of this Agreement shall be from June 26, 2024 to June 30, 2025, unless earlier terminated as provided herein. The City Manager shall have the unilateral option, at its sole discretion, to renew this Agreement annually for no more than two additional one-year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 5,5414.00000\31609876. l - l -
Attachment: A
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1 Prepared for: Hannah Shin-Heydorn
Date: Aug 20, 2024
Prepared by: Demond Crawley
Tel (469) 967-0517
Corporate HQ
851 International Parkway
Suite 140
Richardson, TX 75081
Proposal for:

City of Stanton (CA)
Private and Confidential
2 Contents

1. Wireless CCTV – Experts in LTE Video Surveillance...................................... 3

2. Solutions and Systems Overview ................................................................... 4

3. Price............................................................................................................... 5

4. Headline SLAs (where applicable).................................................................. 6

5. WCCTV Heartbeat - Proactive Diagnostics .................................................... 9

6. Acceptance Form ......................................................................................... 10 3 1.Wireless CCTV – Experts in LTE Video Surveillance
Wireless CCTV LLC (WCCTV) is the market leader for wireless surveillance systems and is the first to have a video surveillance product available in US which is Verizon certified.

Every WCCTV product is truly portable and easy to install. Images can be viewed from a Central Command, or on the move from a laptop, iPhone, iPad, or Android device.

Why WCCTV?
Benefits of working with WCCTV include:
• 20 years’ experience in mobile video surveillance
• Products Designed for Job Site Security
• Full Turnkey Service
• Detect – Identify – Deter
• Project Management Feature
• Time Lapse Video Feature
All WCCTV units have the following standard features
• Verizon 4G Certified
• 4G LTE Capable
• Wi-Fi Capable
• Environmentally tested
• 110v or 12v Power Options (Shore Power or Solar)
• Edge Recording (up to 4Tbyte)
• Video Analytics*
• Heartbeat Diagnostics*
• Out of Hours Monitoring Service
• Daytime Video review for Project Management
4 2.Solutions and Systems Overview
WCCTV Surveillance Trailer Range:

Wireless CCTV has a Range of Surveillance Trailers purpose-built to complement the Mini Dome camera Range in scenarios where neither pole nor shore power are viable options.

The Following Options are available
Surveillance Trailer
Cameras

WCCTV IR MINI DOME
Recording
4 TBYTE HDD
Detection
Video Analytics
Blue Light Siren
Communication
4G LTE
LAN Wi-Fi
Smart Switch
Power
750-watt Solar / 800 AmpH
Infrastructure Required
Level Ground (7’ x 7’)
Services
Remote Monitoring
4G LTE Data-plans 50GB & 300GB
Heartbeat Diagnostics
Options
Additional Cameras (up to 3)
Secondary PTZ IR
Fixed IR
TL Camera
Thermal Camera
Services
Time Lapse Set Up
Monthly Time Lapse
One-Off Time Lapse Production
5 3.Rental Price
Monthly Service – Remote Monitoring
Description Contract Term Unit Rate per
Month Qty Monthly Rate
Solar Trailer - 3 PTZ Cameras
(Insurance Included, 300GB
Included)
3 months $1,550.00 3 $4,650.00
First Month Total
(Monthly Rate + Delivery & Professional Installation) $4,650.00 One-Time Installation/Collection Services
Delivery & Professional Installation
(billed first month) $0.00
Decommission & Collection Services
(billed last month) $0.00
*Pricing excludes sales tax at the prevailing rate
6 9

4.Headline SLAs (where applicable)
In the event of a conflict the following provisions will apply to the supply of the suggested solution in place of those specified in the conditions of business:

Site Installation
WCCTV Installation
Installation of the equipment will not take place until you have confirmed that all necessary and stated measures are in place on site such as site access and power. If we arrive on-site and the above measures are not met, we will still charge full installation costs. If the installation is canceled within 24 hours of the installation date, WCCTV will charge $650.00 and propose alternative installation dates.

Work to be provided by Client:
• Access to the site is to be provided on the day of installation. Confirmation of which to be provided before the site visit.
• Recharge of solar unit within 48 Hours of a low voltage alert from WCCTV support • Any other specific items as stated in this section and agreed during site walk.

Post Installation
Following installation, the customer accepts the testing phase and cycle for working order of the camera systems and monitoring alerts. These testing cycles are primarily finalized within 48 working hours of installation.

Please note – the following activities may impact this testing phase and delay the full commissioning of the camera unit.
• Staff on Site post working hours (established in the site security document). • Excessive environmental alerts (passing cars, flags, shadows, unsecured items) • Please also note – excessive alerts being received after commissioning can result in a discontinuation of alerts and alarms until the cause of the excessive alerts has been rectified. • Any movement of the cameras or solar trailer will also result in a new testing cycle and will delay alerts and alarms for the 48-hour commissioning period.

Decommissioning
Client to issue decommissioning request with 15 days’ notice period.

Heartbeat Diagnostics
WCCTV owns and operates an internal proactive IT and service reporting system called Heartbeat that constantly communicates with all WCCTV systems currently deployed back to our technical team.

It is a comprehensive health, status and operation checking application that automatically detects any issues with your system - allowing for swift corrective action to be taken. It detects the following:
• Connection Issues: We will report if the connection to your WCCTV system fails, or the system goes offline.
• Camera Failures: We can detect if a camera has developed a fault. • Hard Disk Failures: We can detect any hard disk failures or if the system stops recording. • Time & Date Inaccuracy: Reports when the time is incorrect or tampered with.

Service and Maintenance
WCCTV Service and Maintenance
WCCTV is responsible for onsite service and maintenance of equipment. • Critical Failure: site visit within 24 hours of fault diagnosis [Monday-Friday 8 am-6 pm] o WCCTV will notify the client of potential weekend system downtime for the client to:
a) Arrange an out-of-hours service visit with WCCTV at $350.00 b) Provide alternative security coverage
• Non-Critical Failure: site visit within 5 working days of fault diagnosis [Monday-Friday 8 am-6 pm] • Preventative Maintenance - WCCTV includes preventative service and maintenance visits with every managed service deployment.

Proposal for: City of Stanton (CA) Page 7 of 19
• Call out/Re-Deployment - Any call out will be charged at $350 - only applicable if the issue is deemed to be client-related. i.e. Power failure, damage, etc., or a need to relocate the camera system.

Warranty - included in any purchase of WCCTV devices with an active service plan. A warranty is also included for the duration of any rental period. Excludes 3rd party damage and general wear and tear on cables, camera covers, and antennae.

Solar Recharge
WCCTV systems are powered autonomously via batteries and solar typically have 5-15 days of battery autonomy if persistent bad weather affects the solar recharge.

During winter months the system may enter low voltage at which point WCCTV will receive a low voltage alert (LVA) – At this point, the device will require a 24-hour recharge.

WCCTV Recharge
WCCTV will Visit the site and recharge the system as part of the original service plan.

Alert Notifications
WCCTV partners with Dallas-based, Promontory Insight (PMI). PMI will assist with the following activities and alerts:
• Verify all incoming alarms.
• Based on a suspicious or verified alarm WCCTV will always issue an audio warning to any intruder during the specified monitoring hours.
• All verified intrusions will be immediately reported to Law enforcement and nominated key holders/ or static or mobile guard to attend the site immediately if suspicious activity continues. • WCCTV monitoring will continue to manage the alarm until a site resolution has been reached either by instruction from the authorized Key Holder/ or Police.
• We can also arrange for an email and still image and footage to be sent on every alarm trigger (if required).

Technical Support
WCCTV tech support performs several roles. We have 8500 active SIM • Performance issues of the sim/network
• Bandwidth restrictions over the network
• Scheduled maintenance on the 3G/4G cell site
• Position of cell site in relation to the site
Technical support is FOC for the life of the equipment during the rental contract. The tech support team is contactable from 8 am – 6 pm ECT on 877 805 9475 (option 2) or [email protected].

Customer Viewing Credentials
On completion of installation, WCCTV will create a username and password for the end user to have live video access to the cameras during site operation hours. WCCTV will provide Written Guides and Video Tutorials as well as dedicated remote training sessions.

Footage Retrieval service
For Incidents that take place during site operational hours, WCCTV will provide a footage retrieval service To qualify, a footage retrieval request must:
- Come from a WCCTV End User or WCCTV VAR
- Must have an active WCCTV Service Package or
- Be within a Managed Service Rental Agreement
The incident requested must:
- Have taken place within the field of view of the camera - Have taken place within the last 10 days
- Must be within a 24-hour time frame
- Must have a completed Footage Retrieval Form
If the above criteria are met, WCCTV will endeavor to find the highlighted incident and upload it to a shared folder for the client’s review.

Proposal for: City of Stanton (CA) Page 8 of 19
SLA’s:
- WCCTV will provide best endeavors to retrieve the incident within 48 working office hours of the completed request
- WCCTV will allocate 1 hour to reviewing footage – additional time can be purchased upon request via video upload
- WCCTV will upload maximum 1 hour of footage for review – additional hours can be purchased at $20.00 per hour
- Once uploaded the shared file will be held for 5 days before being deleted (this does not affect the item within the parameters of your edge storage)
- Download of footage may result in increased data usage resulting in overage charges for overuse of monthly data allocation.

Time Lapse Video
Time Lapse Video can be applied to ANY WCCTV Device at the beginning or during a project. WCCTV will provide a range of Time-lapse video productions based on the client’s needs.

Data Package
Each WCCTV device has a monthly data plan of 50GB per month (approx. 60 hrs of live connectivity). This is more than adequate for the following use cases:
• Remote video security via triggered alerts
• Client led Project management daytime viewing (average 30 mins per day) • Time Lapse Video retrieval from 1 camera
In rare cases additional data is used – WCCTV charges $30 for every 5GB over the 50GB per month. 300GB upgrade plans are available on request.

WCCTV will also provide daily and weekly data usage updates for any devices that show higher than normal use.

Proposal for: City of Stanton (CA) Page 9 of 19

5.WCCTV Heartbeat - Proactive Diagnostics
What does WCCTV Heartbeat detect?
Connection Issues: We will report if the connection to your WCCTV system fails, or the system goes offline Camera Failures: We can detect if a camera has developed a fault or has been tampered with.

Hard Disk Failures: We can detect any hard disk failures or if the system stops recording.

Recording Issues: Reports if the system records for less time than expected.

Time & Date Inaccuracy: Reports when the time is incorrect or tampered with Proposal for: City of Stanton (CA) Page 10 of 19

6.Acceptance Form
Wireless CCTV Acceptance Form
To: Wireless CCTV LLC, 851 International Parkway Suite 140, Richardson, TX 75081 The Customer: City of Stanton (CA)
Agrees and accepts the terms of the Proposal from Wireless CCTV LLC and dated 08-20-2024 Signature (Customer Representative)
Print (Customer Representative)
Position
Date
11 9
Conditions of Business
Part 1: General
1 Interpretation

1.1 In these Conditions of Business the following terms have the following meanings unless the context otherwise requires:
‘Contract’ the contract between you and us for provision of goods and/or services in accordance with the Proposal and incorporating the parts of these Conditions applicable to or identified in the Proposal;
‘Customer’, ‘you’ and ‘your’ the person, firm, company or organization to whom the Proposal is addressed; ‘Equipment’ the Standard Packages and the Ancillary Items specified in the Proposal which are provided to or rented or purchased by you;
‘Insolvency Event’ each and any of the following in relation to a party to the Contract:
(a) any action (corporate or otherwise), legal proceedings or other procedure is taken by any person in any jurisdiction in relation to or with a view to (i) the winding up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of a party or otherwise seeks protection under the Bankruptcy Code or similar statute; (ii) the appointment of a liquidator, trustee in bankruptcy, receiver, administrator, nominee, supervisor or similar administrative functionary in respect of a party or any of its assets and that procedure is not terminated or discharged within 30 days; (iii) the enforcement of any security interest in any material assets of a party and that procedure is not terminated or discharged within 30 days; or (iv) the attachment, sequestration or execution over or affecting any material assets of a party and that procedure is not terminated or discharged within 30 days,
(b) the party is unable to pay its debts as they fall due or is insolvent, or (c) the party becomes insolvent, make any assignment for the benefit of creditors, goes into liquidation or has a receiver or trustee appointed for the benefit of creditors, whether voluntary or otherwise;
‘Normal working hours’ between 9.00 a.m. and 5.00 p.m. each day except for Saturdays, Sundays and public holidays;
‘Proposal’ a proposal given by us and accepted by you for supply of the suggested solution identified in the Proposal; and
‘WCCTV’, ‘we’, ‘us’ and ‘our’ Wireless CCTV LLC, located at 851 International Pkwy, Ste 140, Richardson, TX, 75081

1.2 References to ‘writing’ or ‘written’ include references to any communication effected by post, facsimile or e-mail.

1.3 If there is a conflict between any of the terms contained in the Proposal and these Conditions of Business the terms in the Proposal shall prevail.

1.4 Headings in the Contract are for convenience only and shall not affect its interpretation. 2 Conditions

2.1 Subject to any variation made in accordance with Condition 2.3 the terms contained in a Contract are the only terms upon which we are prepared to provide goods or services to you to the exclusion of any purchase order or any other pre-printed forms or instructions issued by you to us.

2.2 Proposals are valid for 30 days only.

2.3 No variation to the Contract shall be effective unless such changes are agreed in writing and signed by one of our directors. OUR AGREEMENT HEREUNDER IS LIMITED TO THE EXPRESS TERMS OF THIS CONTRACT (these Terms and any Proposal accepted by you, as modified) AND DOES NOT INCLUDE ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY YOU OR ANY ATTEMPT BY YOU TO VARY THE TERMS OF THIS CONTRACT OR ANY PROPOSAL HEREUNDER.

2.4 3 Termination

3.1 Without prejudice to any rights
(a) fail to make any payment on the due date;
(b) are in material breach of the Contract and such breach is incapable of remedy; (c) are in material breach of the Contract and you fail to remedy such breach within thirty days after written notice from us specifying the breach and requiring it to be remedied; or
(d) are subject to or suffer an Insolvency Event.

3.2 You may by written notice terminate the Contract if we:
(a) are in material breach of the Contract and such breach is incapable of remedy; or (b) are in material breach of the Contract and we fail to remedy such breach within thirty days after written notice from you specifying the breach and requiring it to be remedied; or
(c) are subject to or suffer an Insolvency Event.

Proposal for: City of Stanton (CA) Page 12 of 19

3.3 If the Contract is terminated then, without prejudice to any other right or remedy available to us, we shall be entitled to suspend any further deliveries or the performance of services under the Contract (including the Monitoring Service, the Installation Service or the Maintenance Service or the Data Plan) without affecting your liability to pay any and all sums due to us in accordance with the Contract. 4 Force Majeure

4.1 We will not be liable to you for any failure or delay by us or for the consequences of any failure or delay in performance of the Contract if it is due to any event beyond our reasonable control including acts of God, war, labor strikes or industrial disputes, protests, fire, flood, storm, tempest, epidemic, explosion, an act of terrorism, acts of or authorized by government, inability to obtain materials or components and national emergencies or any supervening illegality. 5 Payment

5.1 You must pay each of our invoices in full within 15 days of the date of the invoice.

5.2 Any sums owing to you by us cannot be set off, reduced or compromised in any manner or amount against any of our invoices to you.

5.3 If any sum payable under the Contract is not paid when due (a) charge interest and collection costs of $5.00 or 1.5% of outstanding balance per month, whichever is greater. In no event shall any late payment fee exceed the highest lawful rate;
(b) recover reasonable expenses and costs (including legal fees); (c) suspend deliveries of Rented Equipment or the provision of the Data Plan, the Monitoring Service, Installation Service, Maintenance Service or any other products or services we are providing or requested to provide at the time until the payment has been made in full.

5.4 All sums owing by you to us under the Contract are subject to government taxes or duties as applicable.

5.5 Invoice queries must be raised within 15 days of the date of the invoice, otherwise it will be deemed correct and any and all objections to the charges are waived.

5.6 If you fail to pay when due any amount on any invoice issued hereunder for Equipment or Services under a Contract (an “Order”), fail to pay when due any amount owing to us under any other contract or instrument, are in breach of any of your obligations to us under this or any other contract with us, or if your financial or business condition or responsibility shall become impaired or unsatisfactory to us, we reserve the right, at our option, to cancel the Order without liability to you, suspend work on the Order and/or future Orders and/or withhold delivery of all or part of the Equipment or Service subject hereto or thereto, in all cases without prejudice to any other legal or equitable remedy, until past due payments are made and satisfactory assurances of payment is received. You agree to pay us the cost of collection of overdue invoices, including, without limitation, reasonable attorney’s fees. You hereby grant, and we retain, a security interest in all goods delivered under any Order and any proceeds thereof to secure payment of amount due in respect thereof hereunder.

We shall, in addition to the rights and remedies herein set forth, be entitled to all rights and remedies provided for in the Uniform Commercial Code and other applicable law as from time to time amended, and at equity.

5.7 Orders are not subject to cancellation or modification, in whole or in part, after our acceptance, except with our written consent, which may be withheld in our discretion. If you cancel an Order after acceptance by us without our consent, you agree to compensate us for costs and any loss of profits that we may suffer as a result of cancellation. 6 Disclaimer of Warranty, Limitation of Liability and Indemnity

6.1 DISCLAIMER OF WARRANTY. THE EQUIPMENT AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY, EITHER

EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF ACCURACY, TIMELINESS, COMPLETENESS,

MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THAT PURPOSE IS KNOWN TO WCCTV), OR ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WCCTV DISCLAIMS ANY AND ALL LIABILITY TO ANY PERSON OR ENTITY FOR THE PROPER PERFORMANCE OF THE EQUIPMENT OR SERVICE. WCCTV DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE COMPLETE OR FREE FROM ERROR OR WILL BE AVAILABLE 24

HOURS PER DAY, SEVEN DAYS PER WEEK, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY

PERSON OR ENTITY FOR ANY LOSS, INJURY, OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE EQUIPMENT OR SERVICES, WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT, OR OTHER CAUSE. WCCTV

MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE LEGALITY OR PROPRIETY OF THE USE OF THE SERVICES IN ANY GEOGRAPHIC AREA. IN NO EVENT WILL WCCTV HAVE ANY LIABILITY FOR EVENTS OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION AS SET FORTH IN CONDITION 4. WCCTV DOES NOT GIVE ANY

WARRANTY, GUARANTY OR OTHER UNDERTAKING THAT THE PROVISION OF ANY SERVICE OR EQUIPMENT UNDER THE

CONTRACT WILL AVERT, PREVENT OR PROTECT AGAINST OCCURRENCES OF WHICH THE EQUIPMENT AND/OR SERVICES ARE INTENDED TO RECORD OR GIVE WARNING. FURTHERMORE, WCCTV DISCLAIMS ALL LIABILITY FOR ANY LOSSES THAT ARE COVERED UNDER A WARRANTY FOR EQUIPMENT PROVIDED BY A THIRD PARTY.

LIMITATION OF LIABILITY. WCCTV’S TOTAL LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS CONTRACT, WHETHER

BASED ON NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY, TORT, CONTRACT, OR OTHERWISE, IS LIMITED TO

DIRECT MONEY DAMAGES NOT EXCEEDING THE LESSER OF THE CHARGES PAID BY YOU TO WCCTV DURING THE NINETY (90) DAYS IMMEDIATELY PRECEDING SUCH CLAIM OR FIVE THOUSAND DOLLARS ($5,000). THIS LIMIT IS CUMULATIVE AND ALL PAYMENTS UNDER THIS CONTRACT ARE AGGREGATED TO CALCULATE SATISFACTION OF THE LIMIT. THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT ENLARGE THE LIMIT. TO THE FULLEST EXTENT PERMITTED BY RELATED LAW, IN NO

EVENT SHALL WCCTV, OR ANY PROVIDER OF SERVICE USED BY YOU, BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL,

INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS OR REVENUE, OR LOST OR DAMAGED DATA,

WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WCCTV IS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

6.2 INDEMNIFICATION BY CUSTOMER. You shall indemnify, defend, and hold WCCTV and its affiliates harmless from and against all claims, losses, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising from a claim, suit or proceeding brought against WCCTV by a third party arising out of or related to (1) the removal, handling, use, disposition, possession, transportation or conveyance of the Equipment and/or Services by you or your permitted users or (2) your misrepresentation or breach of this Contract.

6.3 Nothing in the Contract shall affect the liability of either us or you for death or personal injury, fraud, or any other liability to the extent it cannot be excluded or limited by law.

6.4 You agree that the limitations and exclusions of liability contained in this Condition 6 are reasonable and are reflected in the price of the Equipment or Services which are the subject of this Contract. 7 Use of Data
Proposal for: City of Stanton (CA) Page 13 of 19

7.1 We may disclose details of the Contract to any person and for any purpose connected with our business including credit reference agencies.
8 Entire Agreement

8.1 The Contract contains all the terms which we and you have agreed in relation to the subject matter of the Contract and supersedes any prior written or oral agreements, representations or understandings between us and you in relation to such subject matter.

8.2 You acknowledge that the Contract has not been entered into wholly or partly in reliance on:
(a) any statement made or not made, or advice given or not given, by or on behalf of us which is not contained in the Contract; (b) any warranty, statement, promise or representation made by us or on our behalf other than as expressly set out in this Contract.

To the extent that any such warranties, statements, promises or representations have been given, you unconditionally and irrevocably waive any claims, rights or remedies which you might otherwise have had in relation to them.

8.3 Nothing in this Condition 8 will exclude any liability which one party would otherwise have to the other party in respect of any statements made fraudulently.
9 Notices

9.1 Any notice given in accordance with the terms of the Contract shall be in writing and shall be sufficiently given to any party if sent addressed to that party at the address of that party set out at in this Contract (or any alternative address in the United Statesnotified (a) US postal service;
(b) e-mail; or
(c) FedEx or other recognized overnight mail delivery service.

9.2 Any notice so given shall be deemed (unless the contrary is proved) to have been effected (a) If sent by the US postal service, at the time at which the letter would be delivered in the ordinary course of post. (b) if sent by e-mail then, unless such communication is returned undelivered or undeliverable at the time of transmission of such email. (c) If by FedEx or overnight delivery service the delivery date identified by such service 10 Miscellaneous

10.1 Any waiver is only valid to the extent expressly set forth in writing by the party providing the waiver. A delay or omission by either Party to exercise its rights upon any event of noncompliance or default by the other Party shall not impair any such right or be construed to be a waiver thereof. A waiver by either of the Parties of any of the duties, conditions, or agreements of the other Party shall not be construed to be a waiver of any succeeding breach thereof or of any duty, condition, or agreement herein.

10.2 If any provision, or part thereof, of this Contract becomes or is declared invalid, illegal or unenforceable in any respect under any law, such provision, or part thereof, shall be null and void, and deemed deleted from this Contract. The validity, legality and enforceability of the remaining provisions of this Contract shall not in any way be affected or impaired.

10.3 This Contract shall be governed in accordance with the laws of the United States of America and the State of Texas, without reference to its choice of law provisions. In the event of litigation arising out of or connected with this Contract, the parties agree that the state or Federal courts located in the State of Texas shall have exclusive jurisdiction, and each party hereby waives any defenses it may have before such courts based on a lack of personal jurisdiction or inconvenient forum.

10.4 Nothing in this Contract, express or implied, is intended to create or confer and shall not be construed or operate as creating or conferring, any rights or remedies under or by reason of this Contract, upon anyone other than the Parties hereto and their successors and permitted assigns.

10.5 We may assign the Contract at any time or sub-contract the performance of our obligations under the Contract at any time. You may only assign the Contract with our written permission, which may be withheld in our discretion. .

10.6 Neither of us, including any of our employees, agents or representatives, shall, during and after termination of the Contract, without the prior written consent of the other, use or disclose to any other person any information which is identified as confidential or which is confidential by its nature, including without limitation all specifications or other non-public documents provided by us in connection with this Contract.

10.7 No guarantees can be given by us that the Equipment and Services will reduce or eradicate losses you are trying to mitigate against from the acceptance of a Proposal.

Part 2: Rented Equipment
11 Interpretation

11.1 In this part of these Conditions of Business the following terms have the following meanings unless the context otherwise requires:
‘Commencement Date’ the date on which the Rented Equipment is delivered and installed at the Delivery address;
‘Off Lease Date’ the date on which the Rented Equipment is decommissioned at the Delivery address; ‘Decommission charge’ the amount specified in the Proposal as the decommission charge; ‘Delivery Address’ the delivery address specified on the Acceptance Form; ‘Deposit’ the amount specified in the Proposal as the deposit; ‘Minimum Lease Period’ the period specified in the Proposal as the minimum Lease period; ‘Product Sheets’ the product sheets detailing the specification of the Rented Equipment in the Proposal or if none, as published on our website (www.wcctv.com) on the date of the Contract; ‘Lease’ the lease for the Rented Equipment specified in the Proposal; ‘Lease Period’ the period between the Commencement Date and the Off Lease Date ‘Rented Equipment’ the Standard Packages and Ancillary Items specified in the Proposal including any replacement equipment we supply in accordance with the terms of the Contract and all related accessories, manuals and instructions provided for it.

Proposal for: City of Stanton (CA) Page 14 of 19
12 Basis of Lease

12.1 You will Lease the Rented Equipment from us for use in accordance with these Conditions and pay us the amounts due and payable for the Lease in accordance with the terms of the Contract.

12.2 At the time of delivery the Rented Equipment will be free from material defect in workmanship and/or materials and will have the functionality described in the Product Sheets. We reserve the right to make any changes to the Product Sheets for the Rented Equipment which does not materially affect its functionality.

12.3 We shall be under no liability if the Rented Equipment has the functionality described in the Product Sheets but fails to achieve any particular result whether or not such result has been notified to us or is referred to in the Proposal

12.4 We shall use our best efforts to provide a suitable solution as per the specification solution provided within the Proposal. 13 Lease Period

13.1 The Lease Period is the period from the Commencement Date until the expiration of at least 30 days’ written notice of termination given by you or by us to the other and terminating on the last day of the Minimum Lease Period or any later date.

13.2 If you commit a material breach of the Contract, such as, but not limited to, using the Rented Equipment in an improper manner or in contravention of the instructions provided with the Rented Equipment, then we shall be entitled to terminate the Lease and the Lease Period forthwith by written notice from us to you.
14 Deposit

14.1 You must pay us the Deposit prior to the Commencement Date which we will hold as security for the return of the Rented Equipment and payment of the Lease.

14.2 None of the Rented Equipment will be delivered until we have received the full amount of the Deposit.

14.3 We will repay the Deposit not more than 14 days after:
(a) we have collected all the Rented Equipment and are satisfied that it is in the same condition as when delivered (fair wear and tear excepted); and
(b) any outstanding Lease and other sums due to us under the Contract have been paid in full.

14.4 If the Rented Equipment is not so returned or any outstanding invoices under the Lease or other sums due are unpaid then we may utilize some or all of the Deposit (without prejudice to any other right or remedy we may have) to pay sums due from you to us.

14.5 We will not be obligated to pay interest on the Deposit. 15 Lease

15.1 The Lease for the Rented Equipment shall be the subject of the Lease.

15.2 The Lease is inclusive of the Data Plan, maintenance and monitoring (unless stated otherwise in the Proposal) in accordance with the terms of the Contract.

15.3 The Lease does not include the cost of installation, delivery or collection to and from the Delivery Address (unless stated otherwise in the Proposal).
16 Delivery of the Rented Equipment

16.1 We will arrange for the Rented Equipment to be delivered to you and installed at the Delivery Address during normal working hours.

16.2 We will notify you of the date when the Rented Equipment will be delivered and installed.

16.3 The Delivery Date and any other dates quoted for delivery of the Rented Equipment are approximate only and we shall not be liable for any delay in delivery of the Rented Equipment. The Rented Equipment may be delivered in advance of the quoted Delivery Date upon reasonable notice.

16.4 If we are unable to deliver the Rented Equipment due to your failure to accept delivery then we shall be entitled to charge you for any costs we incur as a result including the cost of waiting time, redelivery, storage of the Rented Equipment and any charges imposed by the delivery service.

16.5 We may deliver the Rented Equipment in more than one shipment.

16.6 To facilitate delivery and installation of the Rented Equipment you will provide all requisite materials, facilities, access and suitable working conditions to enable Delivery and installation to be carried out safely and expeditiously. 17 Payment

17.1 We will invoice you for the Lease at the beginning of the Lease Period and in advance in four weekly increments thereafter during the Lease Period.

17.2 You will pay amounts due pursuant to the invoices and any other sums due under the Lease for the Rented Equipment from the Commencement Date until the end of the Lease Period. Where the end of the Lease Period is before the Minimum Lease Period you will pay the invoices raised covering the period from the end of the Lease Period to the end of the Minimum Lease Period.

17.3 If you wish to pay the invoiced amounts under the Lease by credit card you should notify us and if we accept your request we will be entitled to invoice you every 14 days during the Lease Period for an apportioned amount of the Lease and deduct the amount invoiced from your credit card.

17.4 We will charge you a 3% surcharge for all credit card payments we receive. 18 Risk and Title

18.1 Risk of damage to or loss of the Rented Equipment, however, caused, will pass to you on delivery in accordance with Condition 25 and remain at your sole risk until we have collected the Rented Equipment at the end of the Rental Period.

18.2 The Rented Equipment shall at all times remain our property and you shall have no rights to the Rented Equipment except to use it in accordance with the Contract.

18.3 You grant us, our agents, employees, and subcontractors an irrevocable license and permission at any time to enter into or onto any premises or land where the Rented Equipment is or may be stored in order to inspect it, service it, or to recover it upon breach or termination of this Contract, and you shall ensure that we have unrestricted access to the Rented Equipment at all times during normal working hours. 19 Software

19.1 You must not copy, distribute, transmit, transcribe, translate, adapt, vary, modify, disassemble, decompile or reverse engineer any software incorporated in the Rented Equipment without our express written permission, which may be withheld in our sole discretion.

19.2 You agree to indemnify us and keep us indemnified against any losses or liabilities we incur as a consequence of a breach by you of Condition 19.1.

Proposal for: City of Stanton (CA) Page 15 of 19
20 Use of the Rented Equipment

20.1 On delivery if we provide an instruction leaflet or other written materials on the use of the Rented Equipment you must only use the Rented Equipment in a careful and proper manner in accordance with the instructions provided.

20.2 At all times when the Rented Equipment is in your possession you will:
(a) insure the Rented Equipment for its full replacement value, naming us as an additional insured party; (b) make no alteration to the Rented Equipment and not remove any existing components from the Rented Equipment; (c) keep us fully informed of all material matters relating to the Rented Equipment; (d) keep the Rented Equipment or any part thereof at all times at the Delivery Address and not move to any other location or site, (e) ensure that at all times the Rented Equipment remains identifiable as being our property and if requested ensure that a visible sign to that effect is attached to the Rented Equipment.

20.3 You agree that we are not an insurer and no insurance coverage is offered. At or prior to delivery, you shall furnish us with a certificate of insurance in compliance with 20.2(a). You shall maintain such insurance in full force and effect at your sole expense during the Lease Period.
21 Notification

21.1 If you do not use the Monitoring Service and the Rented Equipment is not in working order when delivered or subsequently breaks down:
(a) you shall notify us immediately; and
(b) we will repair or replace the Rented Equipment as soon as possible after you notify us.

21.2 If you do use the Monitoring Service and the Rented Equipment is not in working order when delivered or subsequently breaks down we will repair or replace the Rented Equipment as soon as possible after we become aware of the problem.

21.3 If we find that the Rented Equipment reported as faulty is in working order then you will be liable for the cost of the engineer visit and the cost of any necessary collection and delivery of the replacement equipment.

21.4 You must notify us immediately if the Rented Equipment is damaged, lost or stolen. 22 Termination

22.1 On termination of the Lease Period for any reason we will:
(a) invoice you for the Decommission Charge (unless stated otherwise in the Proposal); and (b) collect the Rented Equipment at our expense from the Delivery Address during normal working hours within 14 days of the end of the Lease Period.

22.2 We will be entitled to invoice you for the replacement cost of any Rented Equipment which:
(a) we are unable to collect in accordance with condition 22.1; or (b) is not in good working order; or
(c) is not in the same condition as when it was delivered.

22.3 If we terminate the Lease during the LeasePeriod in accordance with condition 13.2 prior to the end of the Minimum Rental Period we shall be entitled to invoice you, without prejudice to any other rights or remedies, for a sum equal to the whole of the Rents that would (but for the termination) have been payable if the Contract had continued from the date of such demand to the end of the Minimum Rental Period, including without limitation any incremental rent increases that may be applied during the Minimum Rental Period.

22.4 If you terminate the Lease Period for any reason whatsoever and the end of the Lease Period is before the end of the Minimum Lease Period you will pay the invoices raised covering the costs that would have been otherwise incurred between the end of the Lease Period and the end of the Minimum Lease Period had you not terminated.

Part 3: Monitoring Service (if applicable)
23 Interpretation

23.1 In this part of these Conditions of Business the following terms have the following meanings unless the context otherwise requires:
‘Alert’ an alarm from the Monitored Equipment outside the Site Working Hours during the Monitoring Period;
‘Commencement Date’ the date specified in the Proposal as the Commencement Date; ‘Off Lease Date’ the date on which the Rented Equipment is decommissioned at the Delivery address; ‘Keyholder(s)’ the person or persons notified to us from time to time in accordance with these Conditions as the keyholder(s) for the Site;
‘Minimum Monitoring
Period’
the period specified in the Proposal as the minimum monitoring period; ‘Monitoring Period’ the period between the Commencement Date and the Off Lease Date ‘Monitored Equipment’ the Standard Packages and Ancillary Items specified in the Proposal including any replacement equipment we supply in accordance with the terms of the Contract; ‘Monitoring Fee’ the fee specified in the Proposal as the monitoring fee together with any charges made by the police, fire or other authority to us in connection with the provision to you of the Monitoring Service;
‘Site Working Hours’ the working hours for the site specified in the Proposal; ‘Site’ the delivery address specified on the Acceptance Form. 24 The Monitoring Service

24.1 During the Monitoring Period we will provide the Monitoring Service using the Monitored Equipment to monitor the Site in accordance with Proposal for: City of Stanton (CA) Page 16 of 19
these Conditions.

24.2 The Monitoring Service depends on the functionality of the Monitored Equipment (a) any defaults or errors caused by faults in the Monitored Equipment or communications from the Monitored Equipment to us; or (b) any failure by the Monitored Equipment to provide an Alert.

24.3 You agree that we are not an insurer and no insurance coverage is offered. The solution we provide is designed to reduce certain risks of loss, though we cannot guarantee that no loss will occur. We and our sub-contractors are not assuming liability for any loss, data corruption, inability to retrieve data, personal injury or property damage sustained by you as a result of intrusion, burglary, theft, hold up, fire, smoke or any other cause whatsoever.
25 Monitoring Period

25.1 The Monitoring Period is the period from the Commencement Date until the expiration of at least 14 days’ written notice of termination given by you or by us to the other and terminating on the last day of the Minimum Monitoring Period or any later date.

25.2 If you commit a material breach of the Contract, such as, but not limited to, using the Monitored Equipment in an improper manner and in contravention of the instructions, then we shall be entitled to terminate the Monitoring Period forthwith by written notice from us to you. 26 Monitoring Fees

26.1 The cost of the Monitoring Service shall be the Monitoring Fee (unless expressly stated in the Proposal that the cost of the Monitoring Service is included in the Lease for the Rented Equipment).

26.2 We will invoice you for the Monitoring Fee at the beginning of the Monitoring Period and in advance in four weekly increments thereafter during the Monitoring Period.

26.3 You will pay the Monitoring Fee for the Monitoring Service from the Commencement Date until the end of the Monitoring Period.

26.4 If the Monitoring Fee is in arrears we may suspend the provision of the Monitoring Service until the arrears are cleared without affecting your obligation to pay the Monitoring Fee for the whole of the Monitoring Period. 27 Your Obligations

27.1 You must notify us promptly of:
(a) any change in the use of any part of the Site;
(b) any change to the Keyholders or their contact details; (c) any changes to Site Working Hours.

27.2 You must carry out any necessary maintenance or remedial works to the area in which the Monitored Equipment is located to ensure the functionality of the Monitored Equipment and prevent unnecessary false alarms.

27.3 You must ensure you obtain and maintain any permit required by any applicable law and furnish us with the permit number. We shall have no obligation to notify the emergency services if you do not supply us with the permit number for the video being monitored. 28 Our Obligations

28.1 We and you agree that our monitoring service obligation under this Contract shall be to monitor signals received from the Monitored Equipment. Upon receipt of a signal from the Monitored Equipment, we shall make every reasonable effort to transmit notification of the incident promptly to the police, fire or other authorities and the persons whose names and telephone numbers are provided to us. No more than one call to the provided contact list shall be required and any form of notification provided for herein, including leaving a message on an answering machine, shall be deemed reasonable compliance with our obligations. We do not notify police, fire or responding personnel in the event that emergency personnel is not required to be dispatched. Under no circumstances are we or our sub-contractors responsible for signals which do not reach us due to any reason whatsoever.

28.2 We may deactivate part or all of the Monitored Equipment causing false alarms and notify you that part or all of the Monitored Equipment will remain deactivated until the necessary maintenance has been carried out. We will not be liable for any loss occurring while part or all of the Monitored Equipment is deactivated for maintenance.

28.3 We will not be required to render service to the you if the failure to render such service is due to power failure or interruption malfunctions of telephone lines, telephone equipment or communication networks or an event of Force Majeure as described in Condition 4, above or any other causes beyond the control of us or non-payment by you. 29 Termination

29.1 On termination of the Monitoring Period for any reason we will invoice you for the monitoring Fees up to the date of termination.

29.2 If we terminate the Monitoring Period in accordance with condition 25.2 prior to the end of the Minimum Monitoring Period we shall be entitled to invoice you, without prejudice to any other rights or remedies, for a sum equal to the whole of the Monitoring Fees that would (but for the termination) have been payable if the Contract had continued from the termination date to the end of the Minimum Monitoring Period.

Part 4: Data Plan
30 Interpretation

30.1 In this part of these Terms and Conditions the following terms have the following meanings unless the context otherwise requires:
‘Data Plan Fee’ the fee for the Data Plan specified in the Proposal (as varied from time to time in accordance with Condition 32.5);
Proposal for: City of Stanton (CA) Page 17 of 19
‘Data Plan Period’ the period specified in the Proposal from the Commencement Date; ‘Data Plan Equipment’ the Standard Package and Ancillary Items specified in the Proposal including any replacement equipment we supply in accordance with the terms of the Contract. ‘Commencement Date’ the date on which the connections become live; ‘Number of Connections’ the number of connections included in the Data Plan as specified in the Proposal; ‘Lease’ the Lease for the Rented Equipment specified in the Proposal. 31 Data Plan

31.1 We will arrange the provision of the Data Plan with a suitable network provider.

31.2 The Data Plan includes:
(a) connectivity for the Number of Connections as provided by the network provider in relation to the Data Plan Equipment identified in the Proposal; and
(b) the provision of a SIM card (provided by the relevant network provider) for each connection.

31.3 We will advise you on request whether or not there is network coverage at any particular location where you would like to use the Data Plan. We have no control over the operation of the telephone network to which it is connected or the security of information transmitted and accordingly cannot be responsible for any failures of the telephone network or security breaches.

31.4 If you do not use the Monitoring Service and the SIM card is not in working order when delivered or subsequently breaks down:
(a) You shall notify us immediately; and
(b) we will notify the network provider as soon as possible after you notify us; and (c) our only liability to you in relation to the SIM card will be to notify the Network Provider of any problems you encounter in relation to that SIM card which you notify to us.

31.5 If you use the Monitoring Service and the SIM card is not in working order when delivered or subsequently breaks down we will repair or replace the SIM card as soon as possible after we become aware of the problem.

31.6 Where an IP address is provided as part of the Data Plan, you acknowledge and agree that you are not entitled to continued use of the IP address associated after the termination of the Data Plan Period and that the IP address will be recovered by the network provider at the end of the Data Plan Period.
32 Data Plan Fee

32.1 The cost of the Data Plan shall be the Data Plan Fee (unless expressly stated in the Proposal that the cost of the Data Plan is included in the Lease for the Rental Equipment).

32.2 We will invoice you for the Data Plan Fee for Rental Equipment at the same time we invoice for the Lease during the Data Plan Period, unless stated otherwise in the Proposal. We will invoice you for the Data Plan Fee for purchased Equipment at the time or times stated in the Proposal.

32.3 If you exceed the usage allowance as specified in the Data Plan then overage will be charged at $30.00 for every 5 GB over the agreed monthly plan

32.4 If the Data Plan Fee is in arrears we may suspend the provision of the Data Plan until the arrears are cleared without affecting your obligation to pay the Data Plan Fee for the whole of the Data Plan Period.

32.5 We may increase the Data Plan Fee at any time or times during the Data Plan Period by up to the same percentage as any increase in the charges to us by the network provider without affecting the continuation of the Contract. Any such increase will take effect 30 days after we notify you of the change. We will invoice you for the increase in the Data Plan Fee from the effective date of such increase to the end of the Data Plan Period.
33 Use of the Data Plan

33.1 You must only use the Data Plan for connectivity between a monitoring station and the Data Plan Equipment; or any other WCCTV viewing platform designated by us.

33.2 If you move the Rented Equipment or the Sold Equipment to a location where we have not confirmed that there is network coverage then the Data Plan may not work fully or at all and we shall have no liability therefor.

33.3 Risk in the SIM card and its use as provided to you as part of the Data Plan shall pass to you on delivery.

Part 5: Installation Service (if applicable)
34 Interpretation

34.1 In this part of these Conditions of Business the following terms have the following meanings unless the context otherwise requires:
‘Commencement Date’ the date on which the Equipment is delivered to site; ‘Installation Charges’ the price for the Installation Service specified in the Proposal; ‘Installed Equipment’ the Standard Packages and Ancillary Items specified in the Proposal; ‘Site’ the delivery address specified on the Acceptance Form.

Proposal for: City of Stanton (CA) Page 18 of 19
35 Installation Service

35.1 We will install the Installed Equipment in accordance with these Conditions.

35.2 The Installed Equipment will be installed as soon as practicable on or after the Commencement Date at the Site.

35.3 Installation will be complete when the Installed Equipment has been commissioned by WCCTV engineers and all is operating satisfactorily in accordance with the specification in the Proposal.

35.4 The Installation Service does not include:
(a) building works at the Site;
(b) alterations to the Site;
(c) arranging power to be supplied to the Installed Equipment unless stated otherwise in the Proposal.

35.5 We will reinstall Equipment at the same Site or a different site at additional cost. 36 Installation Charges

36.1 The cost of the Installation Service shall be the Installation Charges.

36.2 We will invoice you for the Installation Charges after all the Installed Equipment has been installed. 37 Your Obligations

37.1 You must notify us promptly of any changes to the Site affecting installation of the Installed Equipment between the date of the Proposal and the Commencement Date.

37.2 You will provide:
(a) a readily accessible power supply for each system included in the Installed Equipment (apart from self-powering systems); (b) all requisite materials, facilities, access and suitable working conditions and any other requirements stated in the Proposal to enable the Installation Service to be carried out safely and expeditiously.

37.3 If we are unable to install the Installed Equipment because of any breach by you of these Conditions (a) postpone the performance of the Installation Service; and (b) invoice you for the cost of the site visit and any waiting time.

37.4 If we are unable to install the Installed Equipment within 30 days of the Commencement Date because of any breach by you of these Conditions
(a) cancel our obligation to install the Installed Equipment; and (b) invoice you, without prejudice to any other rights or remedies, for a sum equal to the whole of the Installation Charges.

Part 6: Maintenance Service (if applicable)
38 Interpretation

38.1 In this part of these Conditions of Business the following terms have the following meanings unless the context otherwise requires:
‘Maintenance
Commencement Date’
the date specified in the Proposal for the Commencement Date of the Maintenance Period;
‘Fault’ any failure or malfunction of the Maintenance Equipment; ‘Maintenance Equipment’ the Standard Packages and Ancillary Items specified in the Proposal including any replacement equipment we supply in accordance with the terms of the Contract; ‘Maintenance Price’ the price for the Maintenance Service specified in the Proposal; ‘Maintenance Period’ the period specified in the Proposal as the maintenance period; ‘Site’ the delivery address specified on the Acceptance Form. 39 Maintenance Service

39.1 During the Maintenance Period we will provide the Maintenance Service in accordance with these Conditions.

39.2 If you do not use the Monitoring Service and the Maintenance Equipment breaks down during the Maintenance Period:
(a) you shall notify us immediately; and
(b) we will repair or replace the Maintenance Equipment as soon as may be commercially reasonable after you notify us; (c) replace the power source for any self-powering systems included in the Maintenance Equipment; and (d) we shall be under no liability for any defaults or errors caused by faults in the Maintenance Equipment until 7 days have passed since we were notified of the Fault by you or your monitoring service, unless otherwise stated in the Proposal

39.3 If you do use the Monitoring Service and the Maintenance Equipment breaks down during the Maintenance Period:
(a) we will repair or replace the Maintenance Equipment as soon as may be commercially reasonable after we become aware of the problem;
(b) replace the power source for any self-powering systems included in the Maintenance Equipment; and (c) we shall be under no liability for any defaults or errors caused by faults in the Maintenance Equipment until 7 days have passed since we became aware of the Fault, unless otherwise stated in the Proposal Proposal for: City of Stanton (CA) Page 19 of 19

39.4 The Maintenance Service does not include damage to the Maintenance Equipment caused by anything apart from normal use including:
(a) damage by third parties;
(b) moving the Maintenance Equipment;
(c) attempted maintenance by anyone other than our employees or representatives. 40 Maintenance Period

40.1 The Maintenance Period is the period from the Commencement Date until the last day of the Maintenance Period.

40.2 If you commit a material breach of the Contract, such as, but not limited to, using the Maintenance Equipment in an improper manner and in contravention of the instructions, then we shall be entitled to terminate the Maintenance Period forthwith by written notice from us to you.
41 Maintenance Price

41.1 The cost of the Maintenance Service shall be the Maintenance Price (unless expressly stated in the Proposal that the cost of the Maintenance Service is included in the Lease for the Rental Equipment).

41.2 We will invoice you for the Maintenance Price for the Rented Equipment at the same time we invoice for the Lease during the Maintenance Period, unless stated otherwise in the Proposal.

41.3 If the Maintenance Price is not paid in accordance with the Contract we may suspend the provision of the Maintenance Service until the arrears are cleared without affecting your obligation to pay the Maintenance Price. 42 Your Obligations

42.1 You will provide all requisite materials, facilities, access and suitable working conditions to enable the Maintenance Service to be carried out safely and expeditiously.

42.2 If we find that Maintenance Equipment reported as faulty is in working order or you do not comply with Condition 42.1 then we shall be entitled to invoice you for the cost of the site visit. 43 Our Obligations

43.1 We may carry out repairs remotely if possible.

43.2 We will provide a Proposal for any Faults not covered by or excluded from the Maintenance Service and if you accept the quote we will carry out the repairs and invoice you for the cost on completion of the repairs.

43.3 Any repairs or other maintenance work we carry out will be performed in a good and workmanlike manner using goods and materials of a reasonable quality.

43.4 If we cannot repair the Maintenance Equipment then we will replace at our own cost unless the damage to the Maintenance Equipment has been incurred as a result of miss use or if you haven’t fulfilled your obligations as clearly stipulated in this agreement. 44 Termination

44.1 If we terminate the maintenance period in accordance with condition 40.2 prior to the end of the Maintenance Period we shall be entitled to terminate without prejudice to any other rights or remedies, and to be paid and retain the whole of the Maintenance Price.

1 Prepared for: Hannah Shin-Heydorn
Date: Jun 13, 2024
Prepared by: Demond Crawley
851 International Parkway
Suite 140
Richardson, TX 75081
Cell: (469) 967-0517
Proposal for:

City of Stanton
Private and Confidential
Attachment: B
Click here to return to the agenda.
2 Contents

1. Wireless CCTV – Experts in LTE Video Surveillance........................................3

2. Solutions and Systems Overview........................................................................4

3. Price......................................................................................................................5

4. Headline SLAs (where applicable)......................................................................6

5. WCCTV Heartbeat - Proactive Diagnostics........................................................9

6. Acceptance Form.............................................................................................. 10 3 1.Wireless CCTV – Experts in LTE Video Surveillance
Wireless CCTV LLC (WCCTV) is the market leader for wireless surveillance systems and is the first to have a video surveillance product available in US which is Verizon certified.

Every WCCTV product is truly portable and easy to install. Images can be viewed from a Central Command, or on the move from a laptop, iPhone, iPad, or Android device.

Why WCCTV?
Benefits of working with WCCTV include:
• 20 years’ experience in mobile video surveillance
• Products Designed for Job Site Security
• Full Turnkey Service
• Detect – Identify – Deter
• Project Management Feature
• Time Lapse Video Feature
All WCCTV units have the following standard features
• Verizon 4G Certified
• 4G LTE Capable
• Wi-Fi Capable
• Environmentally tested
• 110v or 12v Power Options (Shore Power or Solar)
• Edge Recording (up to 4Tbyte)
• Video Analytics*
• Heartbeat Diagnostics*
• Out of Hours Monitoring Service
• Daytime Video review for Project Management
4 2.Solutions and Systems Overview
WCCTV Surveillance Trailer Range:

Wireless CCTV has a Range of Surveillance Trailers purpose-built to complement the Mini Dome camera Range in scenarios where neither pole nor shore power are viable options.

The Following Options are available
Surveillance Trailer
Cameras

WCCTV IR MINI DOME
Recording
4 TBYTE HDD
Detection
Video Analytics
Blue Light Siren
Communication
4G LTE
LAN Wi-Fi
Smart Switch
Power
750-watt Solar / 800 AmpH
Infrastructure Required
Level Ground (7’ x 7’)
Services
Remote Monitoring
4G LTE Data-plans 50GB & 300GB
Heartbeat Diagnostics
Options
Additional Cameras (up to 3)
Secondary PTZ IR
Fixed IR
TL Camera
Thermal Camera
Services
Time Lapse Set Up
Monthly Time Lapse
One-Off Time Lapse Production
5 5

3.Price
Solution Fixed
Cost Rental Term Unit Rate per Month Qty Total Monthly Rate Total Fixed Costs Solar Trailer - 3 PTZ Cameras (Insurance
Included, 300GB Included)
12 months $1,550.00 2 $3,100.00
Delivery per unit $0.00 2 $0.00
Collection per unit $0.00 2 $0.00
6 9

4.Headline SLAs (where applicable)
In the event of a conflict the following provisions will apply to the supply of the suggested solution in place of those specified in the conditions of business:

Site Installation
WCCTV Installation
Installation of the equipment will not take place until you have confirmed that all necessary and stated measures are in place on site such as site access and power. If we arrive on-site and the above measures are not met, we will still charge full installation costs. If the installation is canceled within 24 hours of the installation date, WCCTV will charge $650.00 and propose alternative installation dates.

Work to be provided by Client:
• Access to the site is to be provided on the day of installation. Confirmation of which to be provided before the site visit.
• Recharge of solar unit within 48 Hours of a low voltage alert from WCCTV support • Any other specific items as stated in this section and agreed during site walk.

Post Installation
Following installation, the customer accepts the testing phase and cycle for working order of the camera systems and monitoring alerts. These testing cycles are primarily finalized within 48 working hours of installation.

Please note – the following activities may impact this testing phase and delay the full commissioning of the camera unit.
• Staff on Site post working hours (established in the site security document). • Excessive environmental alerts (passing cars, flags, shadows, unsecured items) • Please also note – excessive alerts being received after commissioning can result in a discontinuation of alerts and alarms until the cause of the excessive alerts has been rectified. • Any movement of the cameras or solar trailer will also result in a new testing cycle and will delay alerts and alarms for the 48-hour commissioning period.

Decommissioning
Client to issue decommissioning request with 15 days’ notice period.

Heartbeat Diagnostics
WCCTV owns and operates an internal proactive IT and service reporting system called Heartbeat that constantly communicates with all WCCTV systems currently deployed back to our technical team.

It is a comprehensive health, status and operation checking application that automatically detects any issues with your system - allowing for swift corrective action to be taken. It detects the following:
• Connection Issues: We will report if the connection to your WCCTV system fails, or the system goes offline.
• Camera Failures: We can detect if a camera has developed a fault. • Hard Disk Failures: We can detect any hard disk failures or if the system stops recording. • Time & Date Inaccuracy: Reports when the time is incorrect or tampered with.

Service and Maintenance
WCCTV Service and Maintenance
WCCTV is responsible for onsite service and maintenance of equipment. • Critical Failure: site visit within 24 hours of fault diagnosis [Monday-Friday 8 am-6 pm] o WCCTV will notify the client of potential weekend system downtime for the client to:
a) Arrange an out-of-hours service visit with WCCTV at $350.00 b) Provide alternative security coverage
• Non-Critical Failure: site visit within 5 working days of fault diagnosis [Monday-Friday 8 am-6 pm] • Preventative Maintenance - WCCTV includes preventative service and maintenance visits with every managed service deployment.

Proposal for: City of Stanton (CA) Page 7 of 19
• Call out/Re-Deployment - Any call out will be charged at $350 - only applicable if the issue is deemed to be client-related. i.e. Power failure, damage, etc., or a need to relocate the camera system.

Warranty - included in any purchase of WCCTV devices with an active service plan. A warranty is also included for the duration of any rental period. Excludes 3rd party damage and general wear and tear on cables, camera covers, and antennae.

Solar Recharge
WCCTV systems are powered autonomously via batteries and solar typically have 5-15 days of battery autonomy if persistent bad weather affects the solar recharge.

During winter months the system may enter low voltage at which point WCCTV will receive a low voltage alert (LVA) – At this point, the device will require a 24-hour recharge.

WCCTV Recharge
WCCTV will Visit the site and recharge the system as part of the original service plan.

Alert Notifications
WCCTV partners with Dallas-based, Promontory Insight (PMI). PMI will assist with the following activities and alerts:
• Verify all incoming alarms.
• Based on a suspicious or verified alarm WCCTV will always issue an audio warning to any intruder during the specified monitoring hours.
• All verified intrusions will be immediately reported to Law enforcement and nominated key holders/ or static or mobile guard to attend the site immediately if suspicious activity continues. • WCCTV monitoring will continue to manage the alarm until a site resolution has been reached either by instruction from the authorized Key Holder/ or Police.
• We can also arrange for an email and still image and footage to be sent on every alarm trigger (if required).

Technical Support
WCCTV tech support performs several roles. We have 8500 active SIM • Performance issues of the sim/network
• Bandwidth restrictions over the network
• Scheduled maintenance on the 3G/4G cell site
• Position of cell site in relation to the site
Technical support is FOC for the life of the equipment during the rental contract. The tech support team is contactable from 8 am – 6 pm ECT on 877 805 9475 (option 2) or [email protected].

Customer Viewing Credentials
On completion of installation, WCCTV will create a username and password for the end user to have live video access to the cameras during site operation hours. WCCTV will provide Written Guides and Video Tutorials as well as dedicated remote training sessions.

Footage Retrieval service
For Incidents that take place during site operational hours, WCCTV will provide a footage retrieval service To qualify, a footage retrieval request must:
- Come from a WCCTV End User or WCCTV VAR
- Must have an active WCCTV Service Package or
- Be within a Managed Service Rental Agreement
The incident requested must:
- Have taken place within the field of view of the camera - Have taken place within the last 10 days
- Must be within a 24-hour time frame
- Must have a completed Footage Retrieval Form
If the above criteria are met, WCCTV will endeavor to find the highlighted incident and upload it to a shared folder for the client’s review.

Proposal for: City of Stanton (CA) Page 8 of 19
SLA’s:
- WCCTV will provide best endeavors to retrieve the incident within 48 working office hours of the completed request
- WCCTV will allocate 1 hour to reviewing footage – additional time can be purchased upon request via video upload
- WCCTV will upload maximum 1 hour of footage for review – additional hours can be purchased at $20.00 per hour
- Once uploaded the shared file will be held for 5 days before being deleted (this does not affect the item within the parameters of your edge storage)
- Download of footage may result in increased data usage resulting in overage charges for overuse of monthly data allocation.

Time Lapse Video
Time Lapse Video can be applied to ANY WCCTV Device at the beginning or during a project. WCCTV will provide a range of Time-lapse video productions based on the client’s needs.

Data Package
Each WCCTV device has a monthly data plan of 50GB per month (approx. 60 hrs of live connectivity). This is more than adequate for the following use cases:
• Remote video security via triggered alerts
• Client led Project management daytime viewing (average 30 mins per day) • Time Lapse Video retrieval from 1 camera
In rare cases additional data is used – WCCTV charges $30 for every 5GB over the 50GB per month. 300GB upgrade plans are available on request.

WCCTV will also provide daily and weekly data usage updates for any devices that show higher than normal use.

Proposal for: City of Stanton (CA) Page 9 of 19

5.WCCTV Heartbeat - Proactive Diagnostics
What does WCCTV Heartbeat detect?
Connection Issues: We will report if the connection to your WCCTV system fails, or the system goes offline Camera Failures: We can detect if a camera has developed a fault or has been tampered with.

Hard Disk Failures: We can detect any hard disk failures or if the system stops recording.

Recording Issues: Reports if the system records for less time than expected.

Time & Date Inaccuracy: Reports when the time is incorrect or tampered with Proposal for: City of Stanton (CA) Page 10 of 19

6.Acceptance Form
Wireless CCTV Acceptance Form
To: Wireless CCTV LLC, 851 International Parkway Suite 140, Richardson, TX 75081 The Customer:

Agrees and accepts the terms of the Proposal from Wireless CCTV LLC and dated 06-13-2024 Signature (Customer Representative)
Print (Customer Representative)
Position
Date
11 9
Conditions of Business
Part 1: General
1 Interpretation

1.1 In these Conditions of Business the following terms have the following meanings unless the context otherwise requires:
‘Contract’ the contract between you and us for provision of goods and/or services in accordance with the Proposal and incorporating the parts of these Conditions applicable to or identified in the Proposal;
‘Customer’, ‘you’ and ‘your’ the person, firm, company or organization to whom the Proposal is addressed; ‘Equipment’ the Standard Packages and the Ancillary Items specified in the Proposal which are provided to or rented or purchased by you;
‘Insolvency Event’ each and any of the following in relation to a party to the Contract:
(a) any action (corporate or otherwise), legal proceedings or other procedure is taken by any person in any jurisdiction in relation to or with a view to (i) the winding up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of a party or otherwise seeks pro tection under the Bankruptcy Code or similar statute; (ii) the appointment of a liquidator, trustee in bankruptcy, receiver, administrator, nominee, supervisor or similar administrative functionary in respect of a party or any of its assets and that procedure is not terminated or discharged within 30 days; (iii) the enforcement of any security interest in any material assets of a party and that procedure is not terminated or discharged within 30 days; or (iv) the attachment, sequestration or execution over or affecting any material assets of a party and that procedure is not terminated or discharged within 30 days,
(b) the party is unable to pay its debts as they fall due or is insolvent, or (c) the party becomes insolvent, make any assignment for the benefit of creditors, goes into liquidation or has a receiver or trustee appointed for the benefit of creditors, whether voluntary or otherwise;
‘Normal working hours’ between 9.00 a.m. and 5.00 p.m. each day except for Saturdays, Sundays and public holidays;
‘Proposal’ a proposal given by us and accepted by you for supply of the suggested solution identified in the Proposal; and
‘WCCTV’, ‘we’, ‘us’ and ‘our’ Wireless CCTV LLC, located at 851 International Pkwy, Ste 140, Richardson, TX, 75081

1.2 References to ‘writing’ or ‘written’ include references to any communication effected by post, facsimile or e-mail.

1.3 If there is a conflict between any of the terms contained in the Proposal and these Conditions of Business the terms in the Proposal shall prevail.

1.4 Headings in the Contract are for convenience only and shall not affect its interpretation. 2 Conditions

2.1 Subject to any variation made in accordance with Condition 2.3 the terms contained in a Contract are the only terms upon whic h we are prepared to provide goods or services to you to the exclusion of any purchase order or any other pre-printed forms or instructions issued by you to us.

2.2 Proposals are valid for 30 days only.

2.3 No variation to the Contract shall be effective unless such changes are agreed in writing and signed by one of our directors. OUR AGREEMENT HEREUNDER IS LIMITED TO THE EXPRESS TERMS OF THIS CONTRACT (these Terms and any Proposal accepted by you, as modified) AND DOES NOT INCLUDE ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY YOU OR ANY ATTEMPT BY YOU TO VARY THE TERMS OF THIS CONTRACT OR ANY PROPOSAL HEREUNDER.

2.4 3 Termination

3.1 Without prejudice to any rights
(a) fail to make any payment on the due date;
(b) are in material breach of the Contract and such breach is incapable of remedy; (c) are in material breach of the Contract and you fail to remedy such breach within thirty days after written notice from us specifying the breach and requiring it to be remedied; or
(d) are subject to or suffer an Insolvency Event.

3.2 You may by written notice terminate the Contract if we:
(a) are in material breach of the Contract and such breach is incapable of remedy; or (b) are in material breach of the Contract and we fail to remedy such breach within thirty days after written notice from you sp ecifying the breach and requiring it to be remedied; or
(c) are subject to or suffer an Insolvency Event.

Proposal for: City of Stanton (CA) Page 12 of 19

3.3 If the Contract is terminated then, without prejudice to any other right or remedy available to us, we shall be entitled to s uspend any further deliveries or the performance of services under the Contract (including the Monitoring Service, the Installation Service or the Maintenance Service or the Data Plan) without affecting your liability to pay any and all sums due to us in accordance with the Contract. 4 Force Majeure

4.1 We will not be liable to you for any failure or delay by us or for the consequences of any failure or delay in performance of the Contract if it is due to any event beyond our reasonable control including acts of God, war, labor strikes or industrial d isputes, protests, fire, flood, storm, tempest, epidemic, explosion, an act of terrorism, acts of or authorized by government, inability to obtain materials or components and national emergencies or any supervening illegality. 5 Payment

5.1 You must pay each of our invoices in full within 15 days of the date of the invoice.

5.2 Any sums owing to you by us cannot be set off, reduced or compromised in any manner or amount against any of our invoices to you.

5.3 If any sum payable under the Contract is not paid when due (a) charge interest and collection costs of $5.00 or 1.5% of outstanding balance per month, whichever is greater. In no event sh all any late payment fee exceed the highest lawful rate;
(b) recover reasonable expenses and costs (including legal fees); (c) suspend deliveries of Rented Equipment or the provision of the Data Plan, the Monitoring Service, Installation Service, Maintenance Service or any other products or services we are providing or requested to provide at the time until the payment has been mad e in full.

5.4 All sums owing by you to us under the Contract are subject to government taxes or duties as applicable.

5.5 Invoice queries must be raised within 15 days of the date of the invoice, otherwise it will be deemed correct and any and all objections to the charges are waived.

5.6 If you fail to pay when due any amount on any invoice issued hereunder for Equipment or Services under a Contract (an “Order”), fail to pay when due any amount owing to us under any other contract or instrument, are in breach of any of your obligations to us under this or any other contract with us, or if your financial or business condition or responsibility shall become impaired or unsatisfac tory to us, we reserve the right, at our option, to cancel the Order without liability to you, suspend work on the Order and/or future Orders and/or withhold delivery of all or part of the Equipment or Service subject hereto or thereto, in all cases without prejudice to any other legal or equitable remedy, until past due payments are made and satisfactory assurances o f payment is received. You agree to pay us the cost of collection of overdue invoices, including, without limitation, reasonable attorney’s fees. You hereby grant, and we retain, a security interest in all goods delivered under any Order and any proceeds thereof to secure payment of amount due in respect thereof hereunder.

We shall, in addition to the rights and remedies herein set forth, be entitled to all rights and remedies provided for in the Uniform Commercial Code and other applicable law as from time to time amended, and at equity.

5.7 Orders are not subject to cancellation or modification, in whole or in part, after our acceptance, except with our written consent, which may be withheld in our discretion. If you cancel an Order after acceptance by us without our consent, you agree to compensate us for costs and any loss of profits that we may suffer as a result of cancellation. 6 Disclaimer of Warranty, Limitation of Liability and Indemnity

6.1 DISCLAIMER OF WARRANTY. THE EQUIPMENT AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY, EITHER

EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF ACCURACY, TIMELINESS, COMPLETENESS,

MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THAT PURPOSE IS KNOWN TO WCCTV), OR ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WCCTV DISCLAIMS ANY AND ALL LIABILITY TO ANY PERSON OR ENTITY FOR THE PROPER PERFORMANCE OF THE EQUIPMENT OR SERVICE. WCCTV DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE COMPLETE OR FREE FROM ERROR OR WILL BE AVAILABLE 24

HOURS PER DAY, SEVEN DAYS PER WEEK, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY

PERSON OR ENTITY FOR ANY LOSS, INJURY, OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE EQUIPMENT OR SERVICES, WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT, OR OTHER CAUSE. WCCTV

MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE LEGALITY OR PROPRIETY OF THE USE OF THE SERVICES IN ANY GEOGRAPHIC AREA. IN NO EVENT WILL WCCTV HAVE ANY LIABILITY FOR EVENTS OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION AS SET FORTH IN CONDITION 4. WCCTV DOES NOT GIVE ANY

WARRANTY, GUARANTY OR OTHER UNDERTAKING THAT THE PROVISION OF ANY SERVICE OR EQUIPMENT UNDER THE

CONTRACT WILL AVERT, PREVENT OR PROTECT AGAINST OCCURRENCES OF WHICH THE EQUIPMENT AND/OR SERVICES ARE INTENDED TO RECORD OR GIVE WARNING. FURTHERMORE, WCCTV DISCLAIMS ALL LIABILITY FOR ANY LOSSES THAT ARE COVERED UNDER A WARRANTY FOR EQUIPMENT PROVIDED BY A THIRD PARTY.

LIMITATION OF LIABILITY. WCCTV’S TOTAL LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS CONTRACT, WHETHER

BASED ON NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY, TORT, CONTRACT, OR OTHERWISE, IS LIMITED TO

DIRECT MONEY DAMAGES NOT EXCEEDING THE LESSER OF THE CHARGES PAID BY YOU TO WCCTV DURING THE NINETY (90) DAYS IMMEDIATELY PRECEDING SUCH CLAIM OR FIVE THOUSAND DOLLARS ($5,000). THIS LIMIT IS CUMULATIVE AND ALL PAYMENTS UNDER THIS CONTRACT ARE AGGREGATED TO CALCULATE SATISFACTION OF THE LIMIT. THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT ENLARGE THE LIMIT. TO THE FULLEST EXTENT PERMITTED BY RELATED LAW, IN NO

EVENT SHALL WCCTV, OR ANY PROVIDER OF SERVICE USED BY YOU, BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL,

INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS OR REVENUE, OR LOST OR DAMAGED DATA,

WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WCCTV IS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

6.2 INDEMNIFICATIONBY CUSTOMER. You shall indemnify, defend, and hold WCCTV and its affiliates harmless from and against all claims, losses, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising from a claim, suit or proceeding brought against WCCTV by a third party arising out of or related to (1) the removal, handling, use, disposition, possession, transportation or conveyance of the Equipment and/or Services by you or your permitted users or (2) your misrepresentation or breach of this Contract.

6.3 Nothing in the Contract shall affect the liability of either us or you for death or personal injury, fraud, or any other liability to the extent it cannot be excluded or limited by law.

6.4 You agree that the limitations and exclusions of liability contained in this Condition 6 are reasonable and are reflected in the price of the Equipment or Services which are the subject of this Contract. 7 Use of Data
Proposal for: City of Stanton (CA) Page 13 of 19

7.1 We may disclose details of the Contract to any person and for any purpose connected with our business including credit reference agencies.
8 Entire Agreement

8.1 The Contract contains all the terms which we and you have agreed in relation to the subject matter of the Contract and supersedes any prior written or oral agreements, representations or understandings between us and you in relation to such subject matter.

8.2 You acknowledge that the Contract has not been entered into wholly or partly in reliance on:
(a) any statement made or not made, or advice given or not given, by or on behalf of us which is not contained in the Contract; (b) any warranty, statement, promise or representation made by us or on our behalf other than as expressly set out in this Contract.

To the extent that any such warranties, statements, promises or representations have been given, you unconditionally and irrevocably waive any claims, rights or remedies which you might otherwise have had in relation to them.

8.3 Nothing in this Condition 8 will exclude any liability which one party would otherwise have to the other party in respect of any statements made fraudulently.
9 Notices

9.1 Any notice given in accordance with the terms of the Contract shall be in writing and shall be sufficiently given to any part y if sent addressed to that party at the address of that party set out at in this Contract (or any alternative address in the United Statesnotified (a) US postal service;
(b) e-mail; or
(c) FedEx or other recognized overnight mail delivery service.

9.2 Any notice so given shall be deemed (unless the contrary is proved) to have been effected (a) If sent by the US postal service, at the time at which the letter would be delivered in the ordinary course of post. (b) if sent by e-mail then, unless such communication is returned undelivered or undeliverable at the time of transmission of such email. (c) If by FedEx or overnight delivery service the delivery date identified by such service 10 Miscellaneous

10.1 Any waiver is only valid to the extent expressly set forth in writing by the party providing the waiver. A delay or omission by either Party to exercise its rights upon any event of noncompliance or default by the other Party shall not impair any such rig ht or be construed to be a waiver thereof. A waiver by either of the Parties of any of the duties, conditions, or agreements of the other Party shall n ot be construed to be a waiver of any succeeding breach thereof or of any duty, condition, or agreement herein.

10.2 If any provision, or part thereof, of this Contract becomes or is declared invalid, illegal or unenforceable in any respect under any law, such provision, or part thereof, shall be null and void, and deemed deleted from this Contract. The validity, legal ity and enforceability of the remaining provisions of this Contract shall not in any way be affected or impaired.

10.3 This Contract shall be governed in accordance with the laws of the United States of America and the State of Texas, without r eference to its choice of law provisions. In the event of litigation arising out of or connected with this Contract, the parties agree that the state or Federal courts located in the State of Texas shall have exclusive jurisdiction, and each party hereby waives any defenses it may have before such courts based on a lack of personal jurisdiction or inconvenient forum.

10.4 Nothing in this Contract, express or implied, is intended to create or confer and shall not be construed or operate as creati ng or conferring, any rights or remedies under or by reason of this Contract, upon anyone other than the Parties hereto and their s uccessors and permitted assigns.

10.5 We may assign the Contract at any time or sub-contract the performance of our obligations under the Contract at any time. You may only assign the Contract with our written permission, which may be withheld in our discretion. .

10.6 Neither of us, including any of our employees, agents or representatives, shall, during and after termination of the Contrac t, without the prior written consent of the other, use or disclose to any other person any information which is identified as confi dential or which is confidential by its nature, including without limitation all specifications or other non-public documents provided by us in connection with this Contract.

10.7 No guarantees can be given by us that the Equipment and Services will reduce or eradicate losses you are trying to mitigate against from the acceptance of a Proposal.

Part 2: Rented Equipment
11 Interpretation

11.1 In this part of these Conditions of Business the following terms have the following meanings unless the context otherwise requires:
‘Commencement Date’ the date on which the Rented Equipment is delivered and installed at the Delivery address;
‘Off Lease Date’ the date on which the Rented Equipment is decommissioned at the Delivery address; ‘Decommission charge’ the amount specified in the Proposal as the decommission charge; ‘Delivery Address’ the delivery address specified on the Acceptance Form; ‘Deposit’ the amount specified in the Proposal as the deposit; ‘Minimum Lease Period’ the period specified in the Proposal as the minimum Lease period; ‘Product Sheets’ the product sheets detailing the specification of the Rented Equipment in the Proposal or if none, as published on our website (www.wcctv.com) on the date of the Contract; ‘Lease’ the lease for the Rented Equipment specified in the Proposal; ‘Lease Period’ the period between the Commencement Date and the Off Lease Date ‘Rented Equipment’ the Standard Packages and Ancillary Items specified in the Proposal including any replacement equipment we supply in accordance with the terms of the Contract and all related accessories, manuals and instructions provided for it.

Proposal for: City of Stanton (CA) Page 14 of 19
12 Basis of Lease

12.1 You will Lease the Rented Equipment from us for use in accordance with these Conditions and pay us the amounts due and payabl e for the Lease in accordance with the terms of the Contract.

12.2 At the time of delivery the Rented Equipment will be free from material defect in workmanship and/or materials and will have the functionality described in the Product Sheets. We reserve the right to make any changes to the Product Sheets for the Rented Equipment which does not materially affect its functionality.

12.3 We shall be under no liability if the Rented Equipment has the functionality described in the Product Sheets but fails to achieve any particular result whether or not such result has been notified to us or is referred to in the Proposal

12.4 We shall use our best efforts to provide a suitable solution as per the specification solution provided within the Proposal. 13 Lease Period

13.1 The Lease Period is the period from the Commencement Date until the expiration of at least 30 days’ written notice of termin ation given by you or by us to the other and terminating on the last day of the Minimum Lease Period or any later date.

13.2 If you commit a material breach of the Contract, such as, but not limited to, using the Rented Equipment in an improper manner or in contravention of the instructions provided with the Rented Equipment, then we shall be entitled to terminate the Lease and the Lease Period forthwith by written notice from us to you.
14 Deposit

14.1 You must pay us the Deposit prior to the Commencement Date which we will hold as security for the return of the Rented Equipment and payment of the Lease.

14.2 None of the Rented Equipment will be delivered until we have received the full amount of the Deposit.

14.3 We will repay the Deposit not more than 14 days after:
(a) we have collected all the Rented Equipment and are satisfied that it is in the same condition as when delivered (fair wear and tear excepted); and
(b) any outstanding Lease and other sums due to us under the Contract have been paid in full.

14.4 If the Rented Equipment is not so returned or any outstanding invoices under the Lease or other sums due are unpaid then we may utilize some or all of the Deposit (without prejudice to any other right or remedy we may have) to pay sums due from you to us.

14.5 We will not be obligated to pay interest on the Deposit. 15 Lease

15.1 The Lease for the Rented Equipment shall be the subject of the Lease.

15.2 The Lease is inclusive of the Data Plan, maintenance and monitoring (unless stated otherwise in the Proposal) in accordance with the terms of the Contract.

15.3 The Lease does not include the cost of installation, delivery or collection to and from the Delivery Address (unless stated o therwise in the Proposal).
16 Delivery of the Rented Equipment

16.1 We will arrange for the Rented Equipment to be delivered to you and installed at the Delivery Address during normal working h ours.

16.2 We will notify you of the date when the Rented Equipment will be delivered and installed.

16.3 The Delivery Date and any other dates quoted for delivery of the Rented Equipment are approximate only and we shall not be liable for any delay in delivery of the Rented Equipment. The Rented Equipment may be delivered in advance of the quoted Delivery Date upon reasonable notice.

16.4 If we are unable to deliver the Rented Equipment due to your failure to accept delivery then we shall be entitled to charge y ou for any costs we incur as a result including the cost of waiting time, redelivery, storage of the Rented Equipment and any charges imposed by the delivery service.

16.5 We may deliver the Rented Equipment in more than one shipment.

16.6 To facilitate delivery and installation of the Rented Equipment you will provide all requisite materials, facilities, access and suitable working conditions to enable Delivery and installation to be carried out safely and expeditiously. 17 Payment

17.1 We will invoice you for the Lease at the beginning of the Lease Period and in advance in four weekly increments thereafter during the Lease Period.

17.2 You will pay amounts due pursuant to the invoices and any other sums due under the Lease for the Rented Equipment from the Commencement Date until the end of the Lease Period. Where the end of the Lease Period is before the Minimum Lease Period yo u will pay the invoices raised covering the period from the end of the Lease Period to the end of the Minimum Lease Period.

17.3 If you wish to pay the invoiced amounts under the Lease by credit card you should notify us and if we accept your request we will be entitled to invoice you every 14 days during the Lease Period for an apportioned amount of the Lease and deduct the amount invoiced from your credit card.

17.4 We will charge you a 3% surcharge for all credit card payments we receive. 18 Risk and Title

18.1 Risk of damage to or loss of the Rented Equipment, however, caused, will pass to you on delivery in accordance with Condition 25 and remain at your sole risk until we have collected the Rented Equipment at the end of the Rental Period.

18.2 The Rented Equipment shall at all times remain our property and you shall have no rights to the Rented Equipment except to use it in accordance with the Contract.

18.3 You grant us, our agents, employees, and subcontractors an irrevocable license and permission at any time to enter into or onto any premises or land where the Rented Equipment is or may be stored in order to inspect it, service it, or to recover it upon breach or termination of this Contract, and you shall ensure that we have unrestricted access to the Rented Equipment at all times during normal working hours. 19 Software

19.1 You must not copy, distribute, transmit, transcribe, translate, adapt, vary, modify, disassemble, decompile or reverse engineer any software incorporated in the Rented Equipment without our express written permission, which may be withheld in our sole disc retion.

19.2 You agree to indemnify us and keep us indemnified against any losses or liabilities we incur as a consequence of a breach by you of Condition 19.1.

Proposal for: City of Stanton (CA) Page 15 of 19
20 Use of the Rented Equipment

20.1 On delivery if we provide an instruction leaflet or other written materials on the use of the Rented Equipment you must only use the Rented Equipment in a careful and proper manner in accordance with the instructions provided.

20.2 At all times when the Rented Equipment is in your possession you will:
(a) insure the Rented Equipment for its full replacement value, naming us as an additional insured party; (b) make no alteration to the Rented Equipment and not remove any existing components from the Rented Equipment; (c) keep us fully informed of all material matters relating to the Rented Equipment; (d) keep the Rented Equipment or any part thereof at all times at the Delivery Address and not move to any other location or site, (e) ensure that at all times the Rented Equipment remains identifiable as being our property and if requested ensure that a visible sign to that effect is attached to the Rented Equipment.

20.3 You agree that we are not an insurer and no insurance coverage is offered. At or prior to delivery, you shall furnish us with a certificate of insurance in compliance with 20.2(a). You shall maintain such insurance in full force and effect at your s ole expense during the Lease Period.
21 Notification

21.1 If you do not use the Monitoring Service and the Rented Equipment is not in working order when delivered or subsequently breaks down:
(a) you shall notify us immediately; and
(b) we will repair or replace the Rented Equipment as soon as possible after you notify us.

21.2 If you do use the Monitoring Service and the Rented Equipment is not in working order when delivered or subsequently breaks down we will repair or replace the Rented Equipment as soon as possible after we become aware of the problem.

21.3 If we find that the Rented Equipment reported as faulty is in working order then you will be liable for the cost of the engineer visit and the cost of any necessary collection and delivery of the replacement equipment.

21.4 You must notify us immediately if the Rented Equipment is damaged, lost or stolen. 22 Termination

22.1 On termination of the Lease Period for any reason we will:
(a) invoice you for the Decommission Charge (unless stated otherwise in the Proposal); and (b) collect the Rented Equipment at our expense from the Delivery Address during normal working hours within 14 days of the end of the Lease Period.

22.2 We will be entitled to invoice you for the replacement cost of any Rented Equipment which:
(a) we are unable to collect in accordance with condition 22.1; or (b) is not in good working order; or
(c) is not in the same condition as when it was delivered.

22.3 If we terminate the Lease during the LeasePeriod in accordance with condition 13.2 prior to the end of the Minimum Rental Period we shall be entitled to invoice you, without prejudice to any other rights or remedies, for a sum equal to the whole of the Rents that would (but for the termination) have been payable if the Contract had continued from the date of such demand to the end of the Minimum Rental Period, including without limitation any incremental rent increases that may be applied during the Minimum Rental Period.

22.4 If you terminate the Lease Period for any reason whatsoever and the end of the Lease Period is before the end of the Minimum Lease Period you will pay the invoices raised covering the costs that would have been otherwise incurred between the end of the Lease Period and the end of the Minimum Lease Period had you not terminated.

Part 3: Monitoring Service (if applicable)
23 Interpretation

23.1 In this part of these Conditions of Business the following terms have the following meanings unless the context otherwise req uires:
‘Alert’ an alarm from the Monitored Equipment outside the Site Working Hours during the Monitoring Period;
‘Commencement Date’ the date specified in the Proposal as the Commencement Date; ‘Off Lease Date’ the date on which the Rented Equipment is decommissioned at the Delivery address; ‘Keyholder(s)’ the person or persons notified to us from time to time in accordance with these Conditions as the keyholder(s) for the Site;
‘Minimum Monitoring
Period’
the period specified in the Proposal as the minimum monitoring period; ‘Monitoring Period’ the period between the Commencement Date and the Off Lease Date ‘Monitored Equipment’ the Standard Packages and Ancillary Items specified in the Proposal including any replacement equipment we supply in accordance with the terms of the Contract; ‘Monitoring Fee’ the fee specified in the Proposal as the monitoring fee together with any charges made by the police, fire or other authority to us in connection with the provision to you of the Monitoring Service;
‘Site Working Hours’ the working hours for the site specified in the Proposal; ‘Site’ the delivery address specified on the Acceptance Form. 24 The Monitoring Service

24.1 During the Monitoring Period we will provide the Monitoring Service using the Monitored Equipment to monitor the Site in accordance with Proposal for: City of Stanton (CA) Page 16 of 19
these Conditions.

24.2 The Monitoring Service depends on the functionality of the Monitored Equipment (a) any defaults or errors caused by faults in the Monitored Equipment or communications from the Monitored Equipment to us; or (b) any failure by the Monitored Equipment to provide an Alert.

24.3 You agree that we are not an insurer and no insurance coverage is offered. The solution we provide is designed to reduce certain risks of loss, though we cannot guarantee that no loss will occur. We and our sub-contractors are not assuming liability for any loss, data corruption, inability to retrieve data, personal injury or property damage sustained by you as a result of intrusion, burglar y, theft, hold up, fire, smoke or any other cause whatsoever.
25 Monitoring Period

25.1 The Monitoring Period is the period from the Commencement Date until the expiration of at least 14 days’ written notice of termination given by you or by us to the other and terminating on the last day of the Minimum Monitoring Period or any later date.

25.2 If you commit a material breach of the Contract, such as, but not limited to, using the Monitored Equipment in an improper manner and in contravention of the instructions, then we shall be entitled to terminate the Monitoring Period forthwith by written no tice from us to you. 26 Monitoring Fees

26.1 The cost of the Monitoring Service shall be the Monitoring Fee (unless expressly stated in the Proposal that the cost of the Monitoring Service is included in the Lease for the Rented Equipment).

26.2 We will invoice you for the Monitoring Fee at the beginning of the Monitoring Period and in advance in four weekly increments thereafter during the Monitoring Period.

26.3 You will pay the Monitoring Fee for the Monitoring Service from the Commencement Date until the end of the Monitoring Period.

26.4 If the Monitoring Fee is in arrears we may suspend the provision of the Monitoring Service until the arrears are cleared with out affecting your obligation to pay the Monitoring Fee for the whole of the Monitoring Period. 27 Your Obligations

27.1 You must notify us promptly of:
(a) any change in the use of any part of the Site;
(b) any change to the Keyholders or their contact details; (c) any changes to Site Working Hours.

27.2 You must carry out any necessary maintenance or remedial works to the area in which the Monitored Equipment is located to ens ure the functionality of the Monitored Equipment and prevent unnecessary false alarms.

27.3 You must ensure you obtain and maintain any permit required by any applicable law and furnish us with the permit number. We shall have no obligation to notify the emergency services if you do not supply us with the permit number for the video being monito red. 28 Our Obligations

28.1 We and you agree that our monitoring service obligation under this Contract shall be to monitor signals received from the Monitored Equipment. Upon receipt of a signal from the Monitored Equipment, we shall make every reasonable effort to transmit notification of the incident promptly to the police, fire or other authorities and the persons whose names and telephone numbers are provided to us. No more than one call to the provided contact list shall be required and any form of notification provided for herein, including leaving a message on an answering machine, shall be deemed reasonable compliance with our obligations. We do not notify police, fire or responding personnel in the event that emergency personnel is not required to be dispatched. Under no circumstances are we or our sub-contractors responsible for signals which do not reach us due to any reason whatsoever.

28.2 We may deactivate part or all of the Monitored Equipment causing false alarms and notify you that part or all of the Monitored Equipment will remain deactivated until the necessary maintenance has been carried out. We will not be liable for any loss occurring while part or all of the Monitored Equipment is deactivated for maintenance.

28.3 We will not be required to render service to the you if the failure to render such service is due to power failure or interruption malfunctions of telephone lines, telephone equipment or communication networks or an event of Force Majeure as described in Condition 4, above or any other causes beyond the control of us or non -payment by you. 29 Termination

29.1 On termination of the Monitoring Period for any reason we will invoice you for the monitoring Fees up to the date of termination.

29.2 If we terminate the Monitoring Period in accordance with condition 25.2 prior to the end of the Minimum Monitoring Period we shall be entitled to invoice you, without prejudice to any other rights or remedies, for a sum equal to the whole of the Monitoring Fees that would (but for the termination) have been payable if the Contract had continued from the termination date to the end of the Minimum Monitoring Period.

Part 4: Data Plan
30 Interpretation

30.1 In this part of these Terms and Conditions the following terms have the following meanings unless the context otherwise requi res:
‘Data Plan Fee’ the fee for the Data Plan specified in the Proposal (as varied from time to time in accordance with Condition 32.5);
Proposal for: City of Stanton (CA) Page 17 of 19
‘Data Plan Period’ the period specified in the Proposal from the Commencement Date; ‘Data Plan Equipment’ the Standard Package and Ancillary Items specified in the Proposal including any replacement equipment we supply in accordance with the terms of the Contract. ‘Commencement Date’ the date on which the connections become live; ‘Number of Connections’ the number of connections included in the Data Plan as specified in the Proposal; ‘Lease’ the Lease for the Rented Equipment specified in the Proposal. 31 Data Plan

31.1 We will arrange the provision of the Data Plan with a suitable network provider.

31.2 The Data Plan includes:
(a) connectivity for the Number of Connections as provided by the network provider in relation to the Data Plan Equipment identified in the Proposal; and
(b) the provision of a SIM card (provided by the relevant network provider) for each connection.

31.3 We will advise you on request whether or not there is network coverage at any particular location where you would like to use the Data Plan. We have no control over the operation of the telephone network to which it is connected or the security of information transmitted and accordingly cannot be responsible for any failures of the telephone network or security breaches.

31.4 If you do not use the Monitoring Service and the SIM card is not in working order when delivered or subsequently breaks down:
(a) You shall notify us immediately; and
(b) we will notify the network provider as soon as possible after you notify us; and (c) our only liability to you in relation to the SIM card will be to notify the Network Provider of any problems you encounter in relation to that SIM card which you notify to us.

31.5 If you use the Monitoring Service and the SIM card is not in working order when delivered or subsequently breaks down we wil l repair or replace the SIM card as soon as possible after we become aware of the problem.

31.6 Where an IP address is provided as part of the Data Plan, you acknowledge and agree that you are not entitled to continued us e of the IP address associated after the termination of the Data Plan Period and that the IP address will be recovered by the network provider at the end of the Data Plan Period.
32 Data Plan Fee

32.1 The cost of the Data Plan shall be the Data Plan Fee (unless expressly stated in the Proposal that the cost of the Data Plan is included in the Lease for the Rental Equipment).

32.2 We will invoice you for the Data Plan Fee for Rental Equipment at the same time we invoice for the Lease during the Data Plan Period, unless stated otherwise in the Proposal. We will invoice you for the Data Plan Fee for purchased Equipment at the time or times stated in the Proposal.

32.3 If you exceed the usage allowance as specified in the Data Plan then overage will be charged at $30.00 for every 5 GB over th e agreed monthly plan

32.4 If the Data Plan Fee is in arrears we may suspend the provision of the Data Plan until the arrears are cleared without affecting your obligation to pay the Data Plan Fee for the whole of the Data Plan Period.

32.5 We may increase the Data Plan Fee at any time or times during the Data Plan Period by up to the same percentage as any increase in the charges to us by the network provider without affecting the continuation of the Contract. Any such increase will take effect 30 days after we notify you of the change. We will invoice you for the increase in the Data Plan Fee from the effective date of such increase to the end of the Data Plan Period.
33 Use of the Data Plan

33.1 You must only use the Data Plan for connectivity between a monitoring station and the Data Plan Equipment; or any other WCCTV viewing platform designated by us.

33.2 If you move the Rented Equipment or the Sold Equipment to a location where we have not confirmed that there is network coverage then the Data Plan may not work fully or at all and we shall have no liability therefor.

33.3 Risk in the SIM card and its use as provided to you as part of the Data Plan shall pass to you on delivery.

Part 5: Installation Service (if applicable)
34 Interpretation

34.1 In this part of these Conditions of Business the following terms have the following meanings unless the context otherwise req uires:
‘Commencement Date’ the date on which the Equipment is delivered to site; ‘Installation Charges’ the price for the Installation Service specified in the Proposal; ‘Installed Equipment’ the Standard Packages and Ancillary Items specified in the Proposal; ‘Site’ the delivery address specified on the Acceptance Form.

Proposal for: City of Stanton (CA) Page 18 of 19
35 Installation Service

35.1 We will install the Installed Equipment in accordance with these Conditions.

35.2 The Installed Equipment will be installed as soon as practicable on or after the Commencement Date at the Site.

35.3 Installation will be complete when the Installed Equipment has been commissioned by WCCTV engineers and all is operating satisfactorily in accordance with the specification in the Proposal.

35.4 The Installation Service does not include:
(a) building works at the Site;
(b) alterations to the Site;
(c) arranging power to be supplied to the Installed Equipment unless stated otherwise in the Proposal.

35.5 We will reinstall Equipment at the same Site or a different site at additional cost. 36 Installation Charges

36.1 The cost of the Installation Service shall be the Installation Charges.

36.2 We will invoice you for the Installation Charges after all the Installed Equipment has been installed. 37 Your Obligations

37.1 You must notify us promptly of any changes to the Site affecting installation of the Installed Equipment between the date of the Proposal and the Commencement Date.

37.2 You will provide:
(a) a readily accessible power supply for each system included in the Installed Equipment (apart from self-powering systems); (b) all requisite materials, facilities, access and suitable working conditions and any other requirements stated in the Proposal to enable the Installation Service to be carried out safely and expeditiously.

37.3 If we are unable to install the Installed Equipment because of any breach by you of these Conditions (a) postpone the performance of the Installation Service; and (b) invoice you for the cost of the site visit and any waiting time.

37.4 If we are unable to install the Installed Equipment within 30 days of the Commencement Date because of any breach by you of these Conditions we
(a) cancel our obligation to install the Installed Equipment; and (b) invoice you, without prejudice to any other rights or remedies, for a sum equal to the whole of the Installation Charges.

Part 6: Maintenance Service (if applicable)
38 Interpretation

38.1 In this part of these Conditions of Business the following terms have the following meanings unless the context otherwise req uires:
‘Maintenance
Commencement Date’
the date specified in the Proposal for the Commencement Date of the Maintenance Period;
‘Fault’ any failure or malfunction of the Maintenance Equipment; ‘Maintenance Equipment’ the Standard Packages and Ancillary Items specified in the Proposal including any replacement equipment we supply in accordance with the terms of the Contract; ‘Maintenance Price’ the price for the Maintenance Service specified in the Proposal; ‘Maintenance Period’ the period specified in the Proposal as the maintenance period; ‘Site’ the delivery address specified on the Acceptance Form. 39 Maintenance Service

39.1 During the Maintenance Period we will provide the Maintenance Service in accordance with these Conditions.

39.2 If you do not use the Monitoring Service and the Maintenance Equipment breaks down during the Maintenance Period:
(a) you shall notify us immediately; and
(b) we will repair or replace the Maintenance Equipment as soon as may be commercially reasonable after you notify us; (c) replace the power source for any self-powering systems included in the Maintenance Equipment; and (d) we shall be under no liability for any defaults or errors caused by faults in the Maintenance Equipment until 7 days have pas sed since we were notified of the Fault by you or your monitoring service, unless otherwise stated in the Proposal

39.3 If you do use the Monitoring Service and the Maintenance Equipment breaks down during the Maintenance Period:
(a) we will repair or replace the Maintenance Equipment as soon as may be commercially reasonable after we become aware of the problem;
(b) replace the power source for any self-powering systems included in the Maintenance Equipment; and (c) we shall be under no liability for any defaults or errors caused by faults in the Maintenance Equipment until 7 days have pas sed since we became aware of the Fault, unless otherwise stated in the Proposal Proposal for: City of Stanton (CA) Page 19 of 19

39.4 The Maintenance Service does not include damage to the Maintenance Equipment caused by anything apart from normal use including:
(a) damage by third parties;
(b) moving the Maintenance Equipment;
(c) attempted maintenance by anyone other than our employees or representatives. 40 Maintenance Period

40.1 The Maintenance Period is the period from the Commencement Date until the last day of the Maintenance Period.

40.2 If you commit a material breach of the Contract, such as, but not limited to, using the Maintenance Equipment in an improper manner and in contravention of the instructions, then we shall be entitled to terminate the Maintenance Period forthwith by written notice from us to you.
41 Maintenance Price

41.1 The cost of the Maintenance Service shall be the Maintenance Price (unless expressly stated in the Proposal that the cost of the Maintenance Service is included in the Lease for the Rental Equipment).

41.2 We will invoice you for the Maintenance Price for the Rented Equipment at the same time we invoice for the Lease during the Maintenance Period, unless stated otherwise in the Proposal.

41.3 If the Maintenance Price is not paid in accordance with the Contract we may suspend the provision of the Maintenance Service until the arrears are cleared without affecting your obligation to pay the Maintenance Price. 42 Your Obligations

42.1 You will provide all requisite materials, facilities, access and suitable working conditions to enable the Maintenance Servic e to be carried out safely and expeditiously.

42.2 If we find that Maintenance Equipment reported as faulty is in working order or you do not comply with Condition 42.1 then we shall be entitled to invoice you for the cost of the site visit. 43 Our Obligations

43.1 We may carry out repairs remotely if possible.

43.2 We will provide a Proposal for any Faults not covered by or excluded from the Maintenance Service and if you accept the quote we will carry out the repairs and invoice you for the cost on completion of the repairs.

43.3 Any repairs or other maintenance work we carry out will be performed in a good and workmanlike manner using goods and materials of a reasonable quality.

43.4 If we cannot repair the Maintenance Equipment then we will replace at our own cost unless the damage to the Maintenance Equip ment has been incurred as a result of miss use or if you haven’t fulfilled your obligations as clearly stipulated in this agreemen t. 44 Termination

44.1 If we terminate the maintenance period in accordance with condition 40.2 prior to the end of the Maintenance Period we shall be entitled to terminate without prejudice to any other rights or remedies, and to be paid and retain the whole of the Maintenance Price. 55414.00000\42206090.2

CITY OF STANTON

FIRST AMENDMENT TO

PROFESSIONAL SERVICES AGREEMENT
FOR

LEASE OF SOLAR CAMERA TRAILERS

1. PARTIES AND DATE.

This First Amendment to the Professional Services Agreement for Lease of Solar Camera Trailers (“First Amendment”) is entered into on the ___ day of ______, 2024, by and between the City of Stanton (“City”) and Wireless CCTV, LLC, a Limited Liability Company (“Consultant”).

City and Consultant are sometimes collectively referred to herein as the “Parties.”

2. RECITALS.

2.1 Agreement. The Parties entered into that certain Professional Services Agreement for Lease of Solar Camera Trailers dated June 25, 2024 (“Agreement”).

2.2 First Amendment. The Parties now desire to amend the Agreement in order to expand the Scope of Services, and increase the total compensation under the Agreement.

3. TERMS.

3.1 Scope of Services. Exhibit “A” of the Agreement is hereby amended in its entirety and restated in the form of Attachment “1” to this First Amendment, attached hereto and incorporated herein by reference.

3.2 Schedule of Services. Exhibit “B” of the Agreement is hereby amended in its entirety and restated in the form of Attachment “1” to this First Amendment, attached hereto and incorporated herein by reference.

3.3 Compensation. Section 3.3.1. of the Agreement is hereby amended in its entirety to read as follows:
“Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under the Agreement at the rates set forth in Exhibit “C” attached hereto and incorporated herein by reference. The total compensation shall not exceed Fifty One Thousand One Hundred Fifty Dollars ($51,150) without written approval of the City Council or City Manager, as applicable. Extra work may be authorized, as described below, and if authorized will be compensated at the rates and manner set forth in this Agreement.”

3.4 Remaining Provisions of Agreement. Except as otherwise specifically set forth in this First Amendment, the remaining provisions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this First Amendment on this ___ Attachment: B
Click here to return to the agenda.
55414.00000\42206090.2
day of __________, 2024.

CITY OF STANTON WIRELESS CCTV, LLC
By:

Hannah Shin-Heydorn
City Manager
By:

ATTEST:

By:

Patricia A. Vazquez
City Clerk
By:

APPROVED AS TO FORM: [If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary or
Treasure REQUIRED]
By:

Best Best & Krieger LLP
City Attorney
55414.00000\42206090.2
ATTACHMENT “1” TO FIRST AMENDMENT

EXHIBIT A

SCOPE OF SERVICES
See attachment.
55414.00000\42206090.2
ATTACHMENT “1” TO FIRST AMENDMENT

EXHIBIT B

SCHEDULE OF SERVICES
See attachment.
1 Prepared for: Hannah Shin-Heydorn
Date: Jun 13, 2024
Prepared by: Demond Crawley
851 International Parkway
Suite 140
Richardson, TX 75081
Cell: (469) 967-0517
Proposal for:

City of Stanton
Private and Confidential
Exhibit: A
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2 Contents

1. Wireless CCTV – Experts in LTE Video Surveillance........................................3

2. Solutions and Systems Overview........................................................................4

3. Price......................................................................................................................5

4. Headline SLAs (where applicable)......................................................................6

5. WCCTV Heartbeat - Proactive Diagnostics........................................................9

6. Acceptance Form.............................................................................................. 10 3 1.Wireless CCTV – Experts in LTE Video Surveillance
Wireless CCTV LLC (WCCTV) is the market leader for wireless surveillance systems and is the first to have a video surveillance product available in US which is Verizon certified.

Every WCCTV product is truly portable and easy to install. Images can be viewed from a Central Command, or on the move from a laptop, iPhone, iPad, or Android device.

Why WCCTV?
Benefits of working with WCCTV include:
• 20 years’ experience in mobile video surveillance
• Products Designed for Job Site Security
• Full Turnkey Service
• Detect – Identify – Deter
• Project Management Feature
• Time Lapse Video Feature
All WCCTV units have the following standard features
• Verizon 4G Certified
• 4G LTE Capable
• Wi-Fi Capable
• Environmentally tested
• 110v or 12v Power Options (Shore Power or Solar)
• Edge Recording (up to 4Tbyte)
• Video Analytics*
• Heartbeat Diagnostics*
• Out of Hours Monitoring Service
• Daytime Video review for Project Management
4 2.Solutions and Systems Overview
WCCTV Surveillance Trailer Range:

Wireless CCTV has a Range of Surveillance Trailers purpose-built to complement the Mini Dome camera Range in scenarios where neither pole nor shore power are viable options.

The Following Options are available
Surveillance Trailer
Cameras

WCCTV IR MINI DOME
Recording
4 TBYTE HDD
Detection
Video Analytics
Blue Light Siren
Communication
4G LTE
LAN Wi-Fi
Smart Switch
Power
750-watt Solar / 800 AmpH
Infrastructure Required
Level Ground (7’ x 7’)
Services
Remote Monitoring
4G LTE Data-plans 50GB & 300GB
Heartbeat Diagnostics
Options
Additional Cameras (up to 3)
Secondary PTZ IR
Fixed IR
TL Camera
Thermal Camera
Services
Time Lapse Set Up
Monthly Time Lapse
One-Off Time Lapse Production
5 5

3.Price
Solution Fixed
Cost Rental Term Unit Rate per Month Qty Total Monthly Rate Total Fixed Costs Solar Trailer - 3 PTZ Cameras (Insurance
Included, 300GB Included)
12 months $1,550.00 2 $3,100.00
Delivery per unit $0.00 2 $0.00
Collection per unit $0.00 2 $0.00
6 9

4.Headline SLAs (where applicable)
In the event of a conflict the following provisions will apply to the supply of the suggested solution in place of those specified in the conditions of business:

Site Installation
WCCTV Installation
Installation of the equipment will not take place until you have confirmed that all necessary and stated measures are in place on site such as site access and power. If we arrive on-site and the above measures are not met, we will still charge full installation costs. If the installation is canceled within 24 hours of the installation date, WCCTV will charge $650.00 and propose alternative installation dates.

Work to be provided by Client:
• Access to the site is to be provided on the day of installation. Confirmation of which to be provided before the site visit.
• Recharge of solar unit within 48 Hours of a low voltage alert from WCCTV support • Any other specific items as stated in this section and agreed during site walk.

Post Installation
Following installation, the customer accepts the testing phase and cycle for working order of the camera systems and monitoring alerts. These testing cycles are primarily finalized within 48 working hours of installation.

Please note – the following activities may impact this testing phase and delay the full commissioning of the camera unit.
• Staff on Site post working hours (established in the site security document). • Excessive environmental alerts (passing cars, flags, shadows, unsecured items) • Please also note – excessive alerts being received after commissioning can result in a discontinuation of alerts and alarms until the cause of the excessive alerts has been rectified. • Any movement of the cameras or solar trailer will also result in a new testing cycle and will delay alerts and alarms for the 48-hour commissioning period.

Decommissioning
Client to issue decommissioning request with 15 days’ notice period.

Heartbeat Diagnostics
WCCTV owns and operates an internal proactive IT and service reporting system called Heartbeat that constantly communicates with all WCCTV systems currently deployed back to our technical team.

It is a comprehensive health, status and operation checking application that automatically detects any issues with your system - allowing for swift corrective action to be taken. It detects the following:
• Connection Issues: We will report if the connection to your WCCTV system fails, or the system goes offline.
• Camera Failures: We can detect if a camera has developed a fault. • Hard Disk Failures: We can detect any hard disk failures or if the system stops recording. • Time & Date Inaccuracy: Reports when the time is incorrect or tampered with.

Service and Maintenance
WCCTV Service and Maintenance
WCCTV is responsible for onsite service and maintenance of equipment. • Critical Failure: site visit within 24 hours of fault diagnosis [Monday-Friday 8 am-6 pm] o WCCTV will notify the client of potential weekend system downtime for the client to:
a) Arrange an out-of-hours service visit with WCCTV at $350.00 b) Provide alternative security coverage
• Non-Critical Failure: site visit within 5 working days of fault diagnosis [Monday-Friday 8 am-6 pm] • Preventative Maintenance - WCCTV includes preventative service and maintenance visits with every managed service deployment.

Proposal for: City of Stanton (CA) Page 7 of 19
• Call out/Re-Deployment - Any call out will be charged at $350 - only applicable if the issue is deemed to be client-related. i.e. Power failure, damage, etc., or a need to relocate the camera system.

Warranty - included in any purchase of WCCTV devices with an active service plan. A warranty is also included for the duration of any rental period. Excludes 3rd party damage and general wear and tear on cables, camera covers, and antennae.

Solar Recharge
WCCTV systems are powered autonomously via batteries and solar typically have 5-15 days of battery autonomy if persistent bad weather affects the solar recharge.

During winter months the system may enter low voltage at which point WCCTV will receive a low voltage alert (LVA) – At this point, the device will require a 24-hour recharge.

WCCTV Recharge
WCCTV will Visit the site and recharge the system as part of the original service plan.

Alert Notifications
WCCTV partners with Dallas-based, Promontory Insight (PMI). PMI will assist with the following activities and alerts:
• Verify all incoming alarms.
• Based on a suspicious or verified alarm WCCTV will always issue an audio warning to any intruder during the specified monitoring hours.
• All verified intrusions will be immediately reported to Law enforcement and nominated key holders/ or static or mobile guard to attend the site immediately if suspicious activity continues. • WCCTV monitoring will continue to manage the alarm until a site resolution has been reached either by instruction from the authorized Key Holder/ or Police.
• We can also arrange for an email and still image and footage to be sent on every alarm trigger (if required).

Technical Support
WCCTV tech support performs several roles. We have 8500 active SIM • Performance issues of the sim/network
• Bandwidth restrictions over the network
• Scheduled maintenance on the 3G/4G cell site
• Position of cell site in relation to the site
Technical support is FOC for the life of the equipment during the rental contract. The tech support team is contactable from 8 am – 6 pm ECT on 877 805 9475 (option 2) or [email protected].

Customer Viewing Credentials
On completion of installation, WCCTV will create a username and password for the end user to have live video access to the cameras during site operation hours. WCCTV will provide Written Guides and Video Tutorials as well as dedicated remote training sessions.

Footage Retrieval service
For Incidents that take place during site operational hours, WCCTV will provide a footage retrieval service To qualify, a footage retrieval request must:
- Come from a WCCTV End User or WCCTV VAR
- Must have an active WCCTV Service Package or
- Be within a Managed Service Rental Agreement
The incident requested must:
- Have taken place within the field of view of the camera - Have taken place within the last 10 days
- Must be within a 24-hour time frame
- Must have a completed Footage Retrieval Form
If the above criteria are met, WCCTV will endeavor to find the highlighted incident and upload it to a shared folder for the client’s review.

Proposal for: City of Stanton (CA) Page 8 of 19
SLA’s:
- WCCTV will provide best endeavors to retrieve the incident within 48 working office hours of the completed request
- WCCTV will allocate 1 hour to reviewing footage – additional time can be purchased upon request via video upload
- WCCTV will upload maximum 1 hour of footage for review – additional hours can be purchased at $20.00 per hour
- Once uploaded the shared file will be held for 5 days before being deleted (this does not affect the item within the parameters of your edge storage)
- Download of footage may result in increased data usage resulting in overage charges for overuse of monthly data allocation.

Time Lapse Video
Time Lapse Video can be applied to ANY WCCTV Device at the beginning or during a project. WCCTV will provide a range of Time-lapse video productions based on the client’s needs.

Data Package
Each WCCTV device has a monthly data plan of 50GB per month (approx. 60 hrs of live connectivity). This is more than adequate for the following use cases:
• Remote video security via triggered alerts
• Client led Project management daytime viewing (average 30 mins per day) • Time Lapse Video retrieval from 1 camera
In rare cases additional data is used – WCCTV charges $30 for every 5GB over the 50GB per month. 300GB upgrade plans are available on request.

WCCTV will also provide daily and weekly data usage updates for any devices that show higher than normal use.

Proposal for: City of Stanton (CA) Page 9 of 19

5.WCCTV Heartbeat - Proactive Diagnostics
What does WCCTV Heartbeat detect?
Connection Issues: We will report if the connection to your WCCTV system fails, or the system goes offline Camera Failures: We can detect if a camera has developed a fault or has been tampered with.

Hard Disk Failures: We can detect any hard disk failures or if the system stops recording.

Recording Issues: Reports if the system records for less time than expected.

Time & Date Inaccuracy: Reports when the time is incorrect or tampered with Proposal for: City of Stanton (CA) Page 10 of 19

6.Acceptance Form
Wireless CCTV Acceptance Form
To: Wireless CCTV LLC, 851 International Parkway Suite 140, Richardson, TX 75081 The Customer:

Agrees and accepts the terms of the Proposal from Wireless CCTV LLC and dated 06-13-2024 Signature (Customer Representative)
Print (Customer Representative)
Position
Date
11 9
Conditions of Business
Part 1: General
1 Interpretation

1.1 In these Conditions of Business the following terms have the following meanings unless the context otherwise requires:
‘Contract’ the contract between you and us for provision of goods and/or services in accordance with the Proposal and incorporating the parts of these Conditions applicable to or identified in the Proposal;
‘Customer’, ‘you’ and ‘your’ the person, firm, company or organization to whom the Proposal is addressed; ‘Equipment’ the Standard Packages and the Ancillary Items specified in the Proposal which are provided to or rented or purchased by you;
‘Insolvency Event’ each and any of the following in relation to a party to the Contract:
(a) any action (corporate or otherwise), legal proceedings or other procedure is taken by any person in any jurisdiction in relation to or with a view to (i) the winding up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of a party or otherwise seeks pro tection under the Bankruptcy Code or similar statute; (ii) the appointment of a liquidator, trustee in bankruptcy, receiver, administrator, nominee, supervisor or similar administrative functionary in respect of a party or any of its assets and that procedure is not terminated or discharged within 30 days; (iii) the enforcement of any security interest in any material assets of a party and that procedure is not terminated or discharged within 30 days; or (iv) the attachment, sequestration or execution over or affecting any material assets of a party and that procedure is not terminated or discharged within 30 days,
(b) the party is unable to pay its debts as they fall due or is insolvent, or (c) the party becomes insolvent, make any assignment for the benefit of creditors, goes into liquidation or has a receiver or trustee appointed for the benefit of creditors, whether voluntary or otherwise;
‘Normal working hours’ between 9.00 a.m. and 5.00 p.m. each day except for Saturdays, Sundays and public holidays;
‘Proposal’ a proposal given by us and accepted by you for supply of the suggested solution identified in the Proposal; and
‘WCCTV’, ‘we’, ‘us’ and ‘our’ Wireless CCTV LLC, located at 851 International Pkwy, Ste 140, Richardson, TX, 75081

1.2 References to ‘writing’ or ‘written’ include references to any communication effected by post, facsimile or e-mail.

1.3 If there is a conflict between any of the terms contained in the Proposal and these Conditions of Business the terms in the Proposal shall prevail.

1.4 Headings in the Contract are for convenience only and shall not affect its interpretation. 2 Conditions

2.1 Subject to any variation made in accordance with Condition 2.3 the terms contained in a Contract are the only terms upon whic h we are prepared to provide goods or services to you to the exclusion of any purchase order or any other pre-printed forms or instructions issued by you to us.

2.2 Proposals are valid for 30 days only.

2.3 No variation to the Contract shall be effective unless such changes are agreed in writing and signed by one of our directors. OUR AGREEMENT HEREUNDER IS LIMITED TO THE EXPRESS TERMS OF THIS CONTRACT (these Terms and any Proposal accepted by you, as modified) AND DOES NOT INCLUDE ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY YOU OR ANY ATTEMPT BY YOU TO VARY THE TERMS OF THIS CONTRACT OR ANY PROPOSAL HEREUNDER.

2.4 3 Termination

3.1 Without prejudice to any rights
(a) fail to make any payment on the due date;
(b) are in material breach of the Contract and such breach is incapable of remedy; (c) are in material breach of the Contract and you fail to remedy such breach within thirty days after written notice from us specifying the breach and requiring it to be remedied; or
(d) are subject to or suffer an Insolvency Event.

3.2 You may by written notice terminate the Contract if we:
(a) are in material breach of the Contract and such breach is incapable of remedy; or (b) are in material breach of the Contract and we fail to remedy such breach within thirty days after written notice from you sp ecifying the breach and requiring it to be remedied; or
(c) are subject to or suffer an Insolvency Event.

Proposal for: City of Stanton (CA) Page 12 of 19

3.3 If the Contract is terminated then, without prejudice to any other right or remedy available to us, we shall be entitled to s uspend any further deliveries or the performance of services under the Contract (including the Monitoring Service, the Installation Service or the Maintenance Service or the Data Plan) without affecting your liability to pay any and all sums due to us in accordance with the Contract. 4 Force Majeure

4.1 We will not be liable to you for any failure or delay by us or for the consequences of any failure or delay in performance of the Contract if it is due to any event beyond our reasonable control including acts of God, war, labor strikes or industrial d isputes, protests, fire, flood, storm, tempest, epidemic, explosion, an act of terrorism, acts of or authorized by government, inability to obtain materials or components and national emergencies or any supervening illegality. 5 Payment

5.1 You must pay each of our invoices in full within 15 days of the date of the invoice.

5.2 Any sums owing to you by us cannot be set off, reduced or compromised in any manner or amount against any of our invoices to you.

5.3 If any sum payable under the Contract is not paid when due (a) charge interest and collection costs of $5.00 or 1.5% of outstanding balance per month, whichever is greater. In no event sh all any late payment fee exceed the highest lawful rate;
(b) recover reasonable expenses and costs (including legal fees); (c) suspend deliveries of Rented Equipment or the provision of the Data Plan, the Monitoring Service, Installation Service, Maintenance Service or any other products or services we are providing or requested to provide at the time until the payment has been mad e in full.

5.4 All sums owing by you to us under the Contract are subject to government taxes or duties as applicable.

5.5 Invoice queries must be raised within 15 days of the date of the invoice, otherwise it will be deemed correct and any and all objections to the charges are waived.

5.6 If you fail to pay when due any amount on any invoice issued hereunder for Equipment or Services under a Contract (an “Order”), fail to pay when due any amount owing to us under any other contract or instrument, are in breach of any of your obligations to us under this or any other contract with us, or if your financial or business condition or responsibility shall become impaired or unsatisfac tory to us, we reserve the right, at our option, to cancel the Order without liability to you, suspend work on the Order and/or future Orders and/or withhold delivery of all or part of the Equipment or Service subject hereto or thereto, in all cases without prejudice to any other legal or equitable remedy, until past due payments are made and satisfactory assurances o f payment is received. You agree to pay us the cost of collection of overdue invoices, including, without limitation, reasonable attorney’s fees. You hereby grant, and we retain, a security interest in all goods delivered under any Order and any proceeds thereof to secure payment of amount due in respect thereof hereunder.

We shall, in addition to the rights and remedies herein set forth, be entitled to all rights and remedies provided for in the Uniform Commercial Code and other applicable law as from time to time amended, and at equity.

5.7 Orders are not subject to cancellation or modification, in whole or in part, after our acceptance, except with our written consent, which may be withheld in our discretion. If you cancel an Order after acceptance by us without our consent, you agree to compensate us for costs and any loss of profits that we may suffer as a result of cancellation. 6 Disclaimer of Warranty, Limitation of Liability and Indemnity

6.1 DISCLAIMER OF WARRANTY. THE EQUIPMENT AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY, EITHER

EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF ACCURACY, TIMELINESS, COMPLETENESS,

MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THAT PURPOSE IS KNOWN TO WCCTV), OR ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WCCTV DISCLAIMS ANY AND ALL LIABILITY TO ANY PERSON OR ENTITY FOR THE PROPER PERFORMANCE OF THE EQUIPMENT OR SERVICE. WCCTV DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE COMPLETE OR FREE FROM ERROR OR WILL BE AVAILABLE 24

HOURS PER DAY, SEVEN DAYS PER WEEK, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY

PERSON OR ENTITY FOR ANY LOSS, INJURY, OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE EQUIPMENT OR SERVICES, WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT, OR OTHER CAUSE. WCCTV

MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE LEGALITY OR PROPRIETY OF THE USE OF THE SERVICES IN ANY GEOGRAPHIC AREA. IN NO EVENT WILL WCCTV HAVE ANY LIABILITY FOR EVENTS OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION AS SET FORTH IN CONDITION 4. WCCTV DOES NOT GIVE ANY

WARRANTY, GUARANTY OR OTHER UNDERTAKING THAT THE PROVISION OF ANY SERVICE OR EQUIPMENT UNDER THE

CONTRACT WILL AVERT, PREVENT OR PROTECT AGAINST OCCURRENCES OF WHICH THE EQUIPMENT AND/OR SERVICES ARE INTENDED TO RECORD OR GIVE WARNING. FURTHERMORE, WCCTV DISCLAIMS ALL LIABILITY FOR ANY LOSSES THAT ARE COVERED UNDER A WARRANTY FOR EQUIPMENT PROVIDED BY A THIRD PARTY.

LIMITATION OF LIABILITY. WCCTV’S TOTAL LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS CONTRACT, WHETHER

BASED ON NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY, TORT, CONTRACT, OR OTHERWISE, IS LIMITED TO

DIRECT MONEY DAMAGES NOT EXCEEDING THE LESSER OF THE CHARGES PAID BY YOU TO WCCTV DURING THE NINETY (90) DAYS IMMEDIATELY PRECEDING SUCH CLAIM OR FIVE THOUSAND DOLLARS ($5,000). THIS LIMIT IS CUMULATIVE AND ALL PAYMENTS UNDER THIS CONTRACT ARE AGGREGATED TO CALCULATE SATISFACTION OF THE LIMIT. THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT ENLARGE THE LIMIT. TO THE FULLEST EXTENT PERMITTED BY RELATED LAW, IN NO

EVENT SHALL WCCTV, OR ANY PROVIDER OF SERVICE USED BY YOU, BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL,

INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS OR REVENUE, OR LOST OR DAMAGED DATA,

WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WCCTV IS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

6.2 INDEMNIFICATIONBY CUSTOMER. You shall indemnify, defend, and hold WCCTV and its affiliates harmless from and against all claims, losses, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising from a claim, suit or proceeding brought against WCCTV by a third party arising out of or related to (1) the removal, handling, use, disposition, possession, transportation or conveyance of the Equipment and/or Services by you or your permitted users or (2) your misrepresentation or breach of this Contract.

6.3 Nothing in the Contract shall affect the liability of either us or you for death or personal injury, fraud, or any other liability to the extent it cannot be excluded or limited by law.

6.4 You agree that the limitations and exclusions of liability contained in this Condition 6 are reasonable and are reflected in the price of the Equipment or Services which are the subject of this Contract. 7 Use of Data
Proposal for: City of Stanton (CA) Page 13 of 19

7.1 We may disclose details of the Contract to any person and for any purpose connected with our business including credit reference agencies.
8 Entire Agreement

8.1 The Contract contains all the terms which we and you have agreed in relation to the subject matter of the Contract and supersedes any prior written or oral agreements, representations or understandings between us and you in relation to such subject matter.

8.2 You acknowledge that the Contract has not been entered into wholly or partly in reliance on:
(a) any statement made or not made, or advice given or not given, by or on behalf of us which is not contained in the Contract; (b) any warranty, statement, promise or representation made by us or on our behalf other than as expressly set out in this Contract.

To the extent that any such warranties, statements, promises or representations have been given, you unconditionally and irrevocably waive any claims, rights or remedies which you might otherwise have had in relation to them.

8.3 Nothing in this Condition 8 will exclude any liability which one party would otherwise have to the other party in respect of any statements made fraudulently.
9 Notices

9.1 Any notice given in accordance with the terms of the Contract shall be in writing and shall be sufficiently given to any part y if sent addressed to that party at the address of that party set out at in this Contract (or any alternative address in the United Statesnotified (a) US postal service;
(b) e-mail; or
(c) FedEx or other recognized overnight mail delivery service.

9.2 Any notice so given shall be deemed (unless the contrary is proved) to have been effected (a) If sent by the US postal service, at the time at which the letter would be delivered in the ordinary course of post. (b) if sent by e-mail then, unless such communication is returned undelivered or undeliverable at the time of transmission of such email. (c) If by FedEx or overnight delivery service the delivery date identified by such service 10 Miscellaneous

10.1 Any waiver is only valid to the extent expressly set forth in writing by the party providing the waiver. A delay or omission by either Party to exercise its rights upon any event of noncompliance or default by the other Party shall not impair any such rig ht or be construed to be a waiver thereof. A waiver by either of the Parties of any of the duties, conditions, or agreements of the other Party shall n ot be construed to be a waiver of any succeeding breach thereof or of any duty, condition, or agreement herein.

10.2 If any provision, or part thereof, of this Contract becomes or is declared invalid, illegal or unenforceable in any respect under any law, such provision, or part thereof, shall be null and void, and deemed deleted from this Contract. The validity, legal ity and enforceability of the remaining provisions of this Contract shall not in any way be affected or impaired.

10.3 This Contract shall be governed in accordance with the laws of the United States of America and the State of Texas, without r eference to its choice of law provisions. In the event of litigation arising out of or connected with this Contract, the parties agree that the state or Federal courts located in the State of Texas shall have exclusive jurisdiction, and each party hereby waives any defenses it may have before such courts based on a lack of personal jurisdiction or inconvenient forum.

10.4 Nothing in this Contract, express or implied, is intended to create or confer and shall not be construed or operate as creati ng or conferring, any rights or remedies under or by reason of this Contract, upon anyone other than the Parties hereto and their s uccessors and permitted assigns.

10.5 We may assign the Contract at any time or sub-contract the performance of our obligations under the Contract at any time. You may only assign the Contract with our written permission, which may be withheld in our discretion. .

10.6 Neither of us, including any of our employees, agents or representatives, shall, during and after termination of the Contrac t, without the prior written consent of the other, use or disclose to any other person any information which is identified as confi dential or which is confidential by its nature, including without limitation all specifications or other non-public documents provided by us in connection with this Contract.

10.7 No guarantees can be given by us that the Equipment and Services will reduce or eradicate losses you are trying to mitigate against from the acceptance of a Proposal.

Part 2: Rented Equipment
11 Interpretation

11.1 In this part of these Conditions of Business the following terms have the following meanings unless the context otherwise requires:
‘Commencement Date’ the date on which the Rented Equipment is delivered and installed at the Delivery address;
‘Off Lease Date’ the date on which the Rented Equipment is decommissioned at the Delivery address; ‘Decommission charge’ the amount specified in the Proposal as the decommission charge; ‘Delivery Address’ the delivery address specified on the Acceptance Form; ‘Deposit’ the amount specified in the Proposal as the deposit; ‘Minimum Lease Period’ the period specified in the Proposal as the minimum Lease period; ‘Product Sheets’ the product sheets detailing the specification of the Rented Equipment in the Proposal or if none, as published on our website (www.wcctv.com) on the date of the Contract; ‘Lease’ the lease for the Rented Equipment specified in the Proposal; ‘Lease Period’ the period between the Commencement Date and the Off Lease Date ‘Rented Equipment’ the Standard Packages and Ancillary Items specified in the Proposal including any replacement equipment we supply in accordance with the terms of the Contract and all related accessories, manuals and instructions provided for it.

Proposal for: City of Stanton (CA) Page 14 of 19
12 Basis of Lease

12.1 You will Lease the Rented Equipment from us for use in accordance with these Conditions and pay us the amounts due and payabl e for the Lease in accordance with the terms of the Contract.

12.2 At the time of delivery the Rented Equipment will be free from material defect in workmanship and/or materials and will have the functionality described in the Product Sheets. We reserve the right to make any changes to the Product Sheets for the Rented Equipment which does not materially affect its functionality.

12.3 We shall be under no liability if the Rented Equipment has the functionality described in the Product Sheets but fails to achieve any particular result whether or not such result has been notified to us or is referred to in the Proposal

12.4 We shall use our best efforts to provide a suitable solution as per the specification solution provided within the Proposal. 13 Lease Period

13.1 The Lease Period is the period from the Commencement Date until the expiration of at least 30 days’ written notice of termin ation given by you or by us to the other and terminating on the last day of the Minimum Lease Period or any later date.

13.2 If you commit a material breach of the Contract, such as, but not limited to, using the Rented Equipment in an improper manner or in contravention of the instructions provided with the Rented Equipment, then we shall be entitled to terminate the Lease and the Lease Period forthwith by written notice from us to you.
14 Deposit

14.1 You must pay us the Deposit prior to the Commencement Date which we will hold as security for the return of the Rented Equipment and payment of the Lease.

14.2 None of the Rented Equipment will be delivered until we have received the full amount of the Deposit.

14.3 We will repay the Deposit not more than 14 days after:
(a) we have collected all the Rented Equipment and are satisfied that it is in the same condition as when delivered (fair wear and tear excepted); and
(b) any outstanding Lease and other sums due to us under the Contract have been paid in full.

14.4 If the Rented Equipment is not so returned or any outstanding invoices under the Lease or other sums due are unpaid then we may utilize some or all of the Deposit (without prejudice to any other right or remedy we may have) to pay sums due from you to us.

14.5 We will not be obligated to pay interest on the Deposit. 15 Lease

15.1 The Lease for the Rented Equipment shall be the subject of the Lease.

15.2 The Lease is inclusive of the Data Plan, maintenance and monitoring (unless stated otherwise in the Proposal) in accordance with the terms of the Contract.

15.3 The Lease does not include the cost of installation, delivery or collection to and from the Delivery Address (unless stated o therwise in the Proposal).
16 Delivery of the Rented Equipment

16.1 We will arrange for the Rented Equipment to be delivered to you and installed at the Delivery Address during normal working h ours.

16.2 We will notify you of the date when the Rented Equipment will be delivered and installed.

16.3 The Delivery Date and any other dates quoted for delivery of the Rented Equipment are approximate only and we shall not be liable for any delay in delivery of the Rented Equipment. The Rented Equipment may be delivered in advance of the quoted Delivery Date upon reasonable notice.

16.4 If we are unable to deliver the Rented Equipment due to your failure to accept delivery then we shall be entitled to charge y ou for any costs we incur as a result including the cost of waiting time, redelivery, storage of the Rented Equipment and any charges imposed by the delivery service.

16.5 We may deliver the Rented Equipment in more than one shipment.

16.6 To facilitate delivery and installation of the Rented Equipment you will provide all requisite materials, facilities, access and suitable working conditions to enable Delivery and installation to be carried out safely and expeditiously. 17 Payment

17.1 We will invoice you for the Lease at the beginning of the Lease Period and in advance in four weekly increments thereafter during the Lease Period.

17.2 You will pay amounts due pursuant to the invoices and any other sums due under the Lease for the Rented Equipment from the Commencement Date until the end of the Lease Period. Where the end of the Lease Period is before the Minimum Lease Period yo u will pay the invoices raised covering the period from the end of the Lease Period to the end of the Minimum Lease Period.

17.3 If you wish to pay the invoiced amounts under the Lease by credit card you should notify us and if we accept your request we will be entitled to invoice you every 14 days during the Lease Period for an apportioned amount of the Lease and deduct the amount invoiced from your credit card.

17.4 We will charge you a 3% surcharge for all credit card payments we receive. 18 Risk and Title

18.1 Risk of damage to or loss of the Rented Equipment, however, caused, will pass to you on delivery in accordance with Condition 25 and remain at your sole risk until we have collected the Rented Equipment at the end of the Rental Period.

18.2 The Rented Equipment shall at all times remain our property and you shall have no rights to the Rented Equipment except to use it in accordance with the Contract.

18.3 You grant us, our agents, employees, and subcontractors an irrevocable license and permission at any time to enter into or onto any premises or land where the Rented Equipment is or may be stored in order to inspect it, service it, or to recover it upon breach or termination of this Contract, and you shall ensure that we have unrestricted access to the Rented Equipment at all times during normal working hours. 19 Software

19.1 You must not copy, distribute, transmit, transcribe, translate, adapt, vary, modify, disassemble, decompile or reverse engineer any software incorporated in the Rented Equipment without our express written permission, which may be withheld in our sole disc retion.

19.2 You agree to indemnify us and keep us indemnified against any losses or liabilities we incur as a consequence of a breach by you of Condition 19.1.

Proposal for: City of Stanton (CA) Page 15 of 19
20 Use of the Rented Equipment

20.1 On delivery if we provide an instruction leaflet or other written materials on the use of the Rented Equipment you must only use the Rented Equipment in a careful and proper manner in accordance with the instructions provided.

20.2 At all times when the Rented Equipment is in your possession you will:
(a) insure the Rented Equipment for its full replacement value, naming us as an additional insured party; (b) make no alteration to the Rented Equipment and not remove any existing components from the Rented Equipment; (c) keep us fully informed of all material matters relating to the Rented Equipment; (d) keep the Rented Equipment or any part thereof at all times at the Delivery Address and not move to any other location or site, (e) ensure that at all times the Rented Equipment remains identifiable as being our property and if requested ensure that a visible sign to that effect is attached to the Rented Equipment.

20.3 You agree that we are not an insurer and no insurance coverage is offered. At or prior to delivery, you shall furnish us with a certificate of insurance in compliance with 20.2(a). You shall maintain such insurance in full force and effect at your s ole expense during the Lease Period.
21 Notification

21.1 If you do not use the Monitoring Service and the Rented Equipment is not in working order when delivered or subsequently breaks down:
(a) you shall notify us immediately; and
(b) we will repair or replace the Rented Equipment as soon as possible after you notify us.

21.2 If you do use the Monitoring Service and the Rented Equipment is not in working order when delivered or subsequently breaks down we will repair or replace the Rented Equipment as soon as possible after we become aware of the problem.

21.3 If we find that the Rented Equipment reported as faulty is in working order then you will be liable for the cost of the engineer visit and the cost of any necessary collection and delivery of the replacement equipment.

21.4 You must notify us immediately if the Rented Equipment is damaged, lost or stolen. 22 Termination

22.1 On termination of the Lease Period for any reason we will:
(a) invoice you for the Decommission Charge (unless stated otherwise in the Proposal); and (b) collect the Rented Equipment at our expense from the Delivery Address during normal working hours within 14 days of the end of the Lease Period.

22.2 We will be entitled to invoice you for the replacement cost of any Rented Equipment which:
(a) we are unable to collect in accordance with condition 22.1; or (b) is not in good working order; or
(c) is not in the same condition as when it was delivered.

22.3 If we terminate the Lease during the LeasePeriod in accordance with condition 13.2 prior to the end of the Minimum Rental Period we shall be entitled to invoice you, without prejudice to any other rights or remedies, for a sum equal to the whole of the Rents that would (but for the termination) have been payable if the Contract had continued from the date of such demand to the end of the Minimum Rental Period, including without limitation any incremental rent increases that may be applied during the Minimum Rental Period.

22.4 If you terminate the Lease Period for any reason whatsoever and the end of the Lease Period is before the end of the Minimum Lease Period you will pay the invoices raised covering the costs that would have been otherwise incurred between the end of the Lease Period and the end of the Minimum Lease Period had you not terminated.

Part 3: Monitoring Service (if applicable)
23 Interpretation

23.1 In this part of these Conditions of Business the following terms have the following meanings unless the context otherwise req uires:
‘Alert’ an alarm from the Monitored Equipment outside the Site Working Hours during the Monitoring Period;
‘Commencement Date’ the date specified in the Proposal as the Commencement Date; ‘Off Lease Date’ the date on which the Rented Equipment is decommissioned at the Delivery address; ‘Keyholder(s)’ the person or persons notified to us from time to time in accordance with these Conditions as the keyholder(s) for the Site;
‘Minimum Monitoring
Period’
the period specified in the Proposal as the minimum monitoring period; ‘Monitoring Period’ the period between the Commencement Date and the Off Lease Date ‘Monitored Equipment’ the Standard Packages and Ancillary Items specified in the Proposal including any replacement equipment we supply in accordance with the terms of the Contract; ‘Monitoring Fee’ the fee specified in the Proposal as the monitoring fee together with any charges made by the police, fire or other authority to us in connection with the provision to you of the Monitoring Service;
‘Site Working Hours’ the working hours for the site specified in the Proposal; ‘Site’ the delivery address specified on the Acceptance Form. 24 The Monitoring Service

24.1 During the Monitoring Period we will provide the Monitoring Service using the Monitored Equipment to monitor the Site in accordance with Proposal for: City of Stanton (CA) Page 16 of 19
these Conditions.

24.2 The Monitoring Service depends on the functionality of the Monitored Equipment (a) any defaults or errors caused by faults in the Monitored Equipment or communications from the Monitored Equipment to us; or (b) any failure by the Monitored Equipment to provide an Alert.

24.3 You agree that we are not an insurer and no insurance coverage is offered. The solution we provide is designed to reduce certain risks of loss, though we cannot guarantee that no loss will occur. We and our sub-contractors are not assuming liability for any loss, data corruption, inability to retrieve data, personal injury or property damage sustained by you as a result of intrusion, burglar y, theft, hold up, fire, smoke or any other cause whatsoever.
25 Monitoring Period

25.1 The Monitoring Period is the period from the Commencement Date until the expiration of at least 14 days’ written notice of termination given by you or by us to the other and terminating on the last day of the Minimum Monitoring Period or any later date.

25.2 If you commit a material breach of the Contract, such as, but not limited to, using the Monitored Equipment in an improper manner and in contravention of the instructions, then we shall be entitled to terminate the Monitoring Period forthwith by written no tice from us to you. 26 Monitoring Fees

26.1 The cost of the Monitoring Service shall be the Monitoring Fee (unless expressly stated in the Proposal that the cost of the Monitoring Service is included in the Lease for the Rented Equipment).

26.2 We will invoice you for the Monitoring Fee at the beginning of the Monitoring Period and in advance in four weekly increments thereafter during the Monitoring Period.

26.3 You will pay the Monitoring Fee for the Monitoring Service from the Commencement Date until the end of the Monitoring Period.

26.4 If the Monitoring Fee is in arrears we may suspend the provision of the Monitoring Service until the arrears are cleared with out affecting your obligation to pay the Monitoring Fee for the whole of the Monitoring Period. 27 Your Obligations

27.1 You must notify us promptly of:
(a) any change in the use of any part of the Site;
(b) any change to the Keyholders or their contact details; (c) any changes to Site Working Hours.

27.2 You must carry out any necessary maintenance or remedial works to the area in which the Monitored Equipment is located to ens ure the functionality of the Monitored Equipment and prevent unnecessary false alarms.

27.3 You must ensure you obtain and maintain any permit required by any applicable law and furnish us with the permit number. We shall have no obligation to notify the emergency services if you do not supply us with the permit number for the video being monito red. 28 Our Obligations

28.1 We and you agree that our monitoring service obligation under this Contract shall be to monitor signals received from the Monitored Equipment. Upon receipt of a signal from the Monitored Equipment, we shall make every reasonable effort to transmit notification of the incident promptly to the police, fire or other authorities and the persons whose names and telephone numbers are provided to us. No more than one call to the provided contact list shall be required and any form of notification provided for herein, including leaving a message on an answering machine, shall be deemed reasonable compliance with our obligations. We do not notify police, fire or responding personnel in the event that emergency personnel is not required to be dispatched. Under no circumstances are we or our sub-contractors responsible for signals which do not reach us due to any reason whatsoever.

28.2 We may deactivate part or all of the Monitored Equipment causing false alarms and notify you that part or all of the Monitored Equipment will remain deactivated until the necessary maintenance has been carried out. We will not be liable for any loss occurring while part or all of the Monitored Equipment is deactivated for maintenance.

28.3 We will not be required to render service to the you if the failure to render such service is due to power failure or interruption malfunctions of telephone lines, telephone equipment or communication networks or an event of Force Majeure as described in Condition 4, above or any other causes beyond the control of us or non -payment by you. 29 Termination

29.1 On termination of the Monitoring Period for any reason we will invoice you for the monitoring Fees up to the date of termination.

29.2 If we terminate the Monitoring Period in accordance with condition 25.2 prior to the end of the Minimum Monitoring Period we shall be entitled to invoice you, without prejudice to any other rights or remedies, for a sum equal to the whole of the Monitoring Fees that would (but for the termination) have been payable if the Contract had continued from the termination date to the end of the Minimum Monitoring Period.

Part 4: Data Plan
30 Interpretation

30.1 In this part of these Terms and Conditions the following terms have the following meanings unless the context otherwise requi res:
‘Data Plan Fee’ the fee for the Data Plan specified in the Proposal (as varied from time to time in accordance with Condition 32.5);
Proposal for: City of Stanton (CA) Page 17 of 19
‘Data Plan Period’ the period specified in the Proposal from the Commencement Date; ‘Data Plan Equipment’ the Standard Package and Ancillary Items specified in the Proposal including any replacement equipment we supply in accordance with the terms of the Contract. ‘Commencement Date’ the date on which the connections become live; ‘Number of Connections’ the number of connections included in the Data Plan as specified in the Proposal; ‘Lease’ the Lease for the Rented Equipment specified in the Proposal. 31 Data Plan

31.1 We will arrange the provision of the Data Plan with a suitable network provider.

31.2 The Data Plan includes:
(a) connectivity for the Number of Connections as provided by the network provider in relation to the Data Plan Equipment identified in the Proposal; and
(b) the provision of a SIM card (provided by the relevant network provider) for each connection.

31.3 We will advise you on request whether or not there is network coverage at any particular location where you would like to use the Data Plan. We have no control over the operation of the telephone network to which it is connected or the security of information transmitted and accordingly cannot be responsible for any failures of the telephone network or security breaches.

31.4 If you do not use the Monitoring Service and the SIM card is not in working order when delivered or subsequently breaks down:
(a) You shall notify us immediately; and
(b) we will notify the network provider as soon as possible after you notify us; and (c) our only liability to you in relation to the SIM card will be to notify the Network Provider of any problems you encounter in relation to that SIM card which you notify to us.

31.5 If you use the Monitoring Service and the SIM card is not in working order when delivered or subsequently breaks down we wil l repair or replace the SIM card as soon as possible after we become aware of the problem.

31.6 Where an IP address is provided as part of the Data Plan, you acknowledge and agree that you are not entitled to continued us e of the IP address associated after the termination of the Data Plan Period and that the IP address will be recovered by the network provider at the end of the Data Plan Period.
32 Data Plan Fee

32.1 The cost of the Data Plan shall be the Data Plan Fee (unless expressly stated in the Proposal that the cost of the Data Plan is included in the Lease for the Rental Equipment).

32.2 We will invoice you for the Data Plan Fee for Rental Equipment at the same time we invoice for the Lease during the Data Plan Period, unless stated otherwise in the Proposal. We will invoice you for the Data Plan Fee for purchased Equipment at the time or times stated in the Proposal.

32.3 If you exceed the usage allowance as specified in the Data Plan then overage will be charged at $30.00 for every 5 GB over th e agreed monthly plan

32.4 If the Data Plan Fee is in arrears we may suspend the provision of the Data Plan until the arrears are cleared without affecting your obligation to pay the Data Plan Fee for the whole of the Data Plan Period.

32.5 We may increase the Data Plan Fee at any time or times during the Data Plan Period by up to the same percentage as any increase in the charges to us by the network provider without affecting the continuation of the Contract. Any such increase will take effect 30 days after we notify you of the change. We will invoice you for the increase in the Data Plan Fee from the effective date of such increase to the end of the Data Plan Period.
33 Use of the Data Plan

33.1 You must only use the Data Plan for connectivity between a monitoring station and the Data Plan Equipment; or any other WCCTV viewing platform designated by us.

33.2 If you move the Rented Equipment or the Sold Equipment to a location where we have not confirmed that there is network coverage then the Data Plan may not work fully or at all and we shall have no liability therefor.

33.3 Risk in the SIM card and its use as provided to you as part of the Data Plan shall pass to you on delivery.

Part 5: Installation Service (if applicable)
34 Interpretation

34.1 In this part of these Conditions of Business the following terms have the following meanings unless the context otherwise req uires:
‘Commencement Date’ the date on which the Equipment is delivered to site; ‘Installation Charges’ the price for the Installation Service specified in the Proposal; ‘Installed Equipment’ the Standard Packages and Ancillary Items specified in the Proposal; ‘Site’ the delivery address specified on the Acceptance Form.

Proposal for: City of Stanton (CA) Page 18 of 19
35 Installation Service

35.1 We will install the Installed Equipment in accordance with these Conditions.

35.2 The Installed Equipment will be installed as soon as practicable on or after the Commencement Date at the Site.

35.3 Installation will be complete when the Installed Equipment has been commissioned by WCCTV engineers and all is operating satisfactorily in accordance with the specification in the Proposal.

35.4 The Installation Service does not include:
(a) building works at the Site;
(b) alterations to the Site;
(c) arranging power to be supplied to the Installed Equipment unless stated otherwise in the Proposal.

35.5 We will reinstall Equipment at the same Site or a different site at additional cost. 36 Installation Charges

36.1 The cost of the Installation Service shall be the Installation Charges.

36.2 We will invoice you for the Installation Charges after all the Installed Equipment has been installed. 37 Your Obligations

37.1 You must notify us promptly of any changes to the Site affecting installation of the Installed Equipment between the date of the Proposal and the Commencement Date.

37.2 You will provide:
(a) a readily accessible power supply for each system included in the Installed Equipment (apart from self-powering systems); (b) all requisite materials, facilities, access and suitable working conditions and any other requirements stated in the Proposal to enable the Installation Service to be carried out safely and expeditiously.

37.3 If we are unable to install the Installed Equipment because of any breach by you of these Conditions (a) postpone the performance of the Installation Service; and (b) invoice you for the cost of the site visit and any waiting time.

37.4 If we are unable to install the Installed Equipment within 30 days of the Commencement Date because of any breach by you of these Conditions we
(a) cancel our obligation to install the Installed Equipment; and (b) invoice you, without prejudice to any other rights or remedies, for a sum equal to the whole of the Installation Charges.

Part 6: Maintenance Service (if applicable)
38 Interpretation

38.1 In this part of these Conditions of Business the following terms have the following meanings unless the context otherwise req uires:
‘Maintenance
Commencement Date’
the date specified in the Proposal for the Commencement Date of the Maintenance Period;
‘Fault’ any failure or malfunction of the Maintenance Equipment; ‘Maintenance Equipment’ the Standard Packages and Ancillary Items specified in the Proposal including any replacement equipment we supply in accordance with the terms of the Contract; ‘Maintenance Price’ the price for the Maintenance Service specified in the Proposal; ‘Maintenance Period’ the period specified in the Proposal as the maintenance period; ‘Site’ the delivery address specified on the Acceptance Form. 39 Maintenance Service

39.1 During the Maintenance Period we will provide the Maintenance Service in accordance with these Conditions.

39.2 If you do not use the Monitoring Service and the Maintenance Equipment breaks down during the Maintenance Period:
(a) you shall notify us immediately; and
(b) we will repair or replace the Maintenance Equipment as soon as may be commercially reasonable after you notify us; (c) replace the power source for any self-powering systems included in the Maintenance Equipment; and (d) we shall be under no liability for any defaults or errors caused by faults in the Maintenance Equipment until 7 days have pas sed since we were notified of the Fault by you or your monitoring service, unless otherwise stated in the Proposal

39.3 If you do use the Monitoring Service and the Maintenance Equipment breaks down during the Maintenance Period:
(a) we will repair or replace the Maintenance Equipment as soon as may be commercially reasonable after we become aware of the problem;
(b) replace the power source for any self-powering systems included in the Maintenance Equipment; and (c) we shall be under no liability for any defaults or errors caused by faults in the Maintenance Equipment until 7 days have pas sed since we became aware of the Fault, unless otherwise stated in the Proposal Proposal for: City of Stanton (CA) Page 19 of 19

39.4 The Maintenance Service does not include damage to the Maintenance Equipment caused by anything apart from normal use including:
(a) damage by third parties;
(b) moving the Maintenance Equipment;
(c) attempted maintenance by anyone other than our employees or representatives. 40 Maintenance Period

40.1 The Maintenance Period is the period from the Commencement Date until the last day of the Maintenance Period.

40.2 If you commit a material breach of the Contract, such as, but not limited to, using the Maintenance Equipment in an improper manner and in contravention of the instructions, then we shall be entitled to terminate the Maintenance Period forthwith by written notice from us to you.
41 Maintenance Price

41.1 The cost of the Maintenance Service shall be the Maintenance Price (unless expressly stated in the Proposal that the cost of the Maintenance Service is included in the Lease for the Rental Equipment).

41.2 We will invoice you for the Maintenance Price for the Rented Equipment at the same time we invoice for the Lease during the Maintenance Period, unless stated otherwise in the Proposal.

41.3 If the Maintenance Price is not paid in accordance with the Contract we may suspend the provision of the Maintenance Service until the arrears are cleared without affecting your obligation to pay the Maintenance Price. 42 Your Obligations

42.1 You will provide all requisite materials, facilities, access and suitable working conditions to enable the Maintenance Servic e to be carried out safely and expeditiously.

42.2 If we find that Maintenance Equipment reported as faulty is in working order or you do not comply with Condition 42.1 then we shall be entitled to invoice you for the cost of the site visit. 43 Our Obligations

43.1 We may carry out repairs remotely if possible.

43.2 We will provide a Proposal for any Faults not covered by or excluded from the Maintenance Service and if you accept the quote we will carry out the repairs and invoice you for the cost on completion of the repairs.

43.3 Any repairs or other maintenance work we carry out will be performed in a good and workmanlike manner using goods and materials of a reasonable quality.

43.4 If we cannot repair the Maintenance Equipment then we will replace at our own cost unless the damage to the Maintenance Equip ment has been incurred as a result of miss use or if you haven’t fulfilled your obligations as clearly stipulated in this agreemen t. 44 Termination

44.1 If we terminate the maintenance period in accordance with condition 40.2 prior to the end of the Maintenance Period we shall be entitled to terminate without prejudice to any other rights or remedies, and to be paid and retain the whole of the Maintenance Price. 1 Prepared for: Hannah Shin-Heydorn
Date: Aug 20, 2024
Prepared by: Demond Crawley
Tel (469) 967-0517
Corporate HQ
851 International Parkway
Suite 140
Richardson, TX 75081
Proposal for:

City of Stanton (CA)
Private and Confidential
Exhibit: B
Click here to return to the agenda.
2 Contents

1. Wireless CCTV – Experts in LTE Video Surveillance...................................... 3

2. Solutions and Systems Overview ................................................................... 4

3. Price............................................................................................................... 5

4. Headline SLAs (where applicable).................................................................. 6

5. WCCTV Heartbeat - Proactive Diagnostics .................................................... 9

6. Acceptance Form ......................................................................................... 10 3 1.Wireless CCTV – Experts in LTE Video Surveillance
Wireless CCTV LLC (WCCTV) is the market leader for wireless surveillance systems and is the first to have a video surveillance product available in US which is Verizon certified.

Every WCCTV product is truly portable and easy to install. Images can be viewed from a Central Command, or on the move from a laptop, iPhone, iPad, or Android device.

Why WCCTV?
Benefits of working with WCCTV include:
• 20 years’ experience in mobile video surveillance
• Products Designed for Job Site Security
• Full Turnkey Service
• Detect – Identify – Deter
• Project Management Feature
• Time Lapse Video Feature
All WCCTV units have the following standard features
• Verizon 4G Certified
• 4G LTE Capable
• Wi-Fi Capable
• Environmentally tested
• 110v or 12v Power Options (Shore Power or Solar)
• Edge Recording (up to 4Tbyte)
• Video Analytics*
• Heartbeat Diagnostics*
• Out of Hours Monitoring Service
• Daytime Video review for Project Management
4 2.Solutions and Systems Overview
WCCTV Surveillance Trailer Range:

Wireless CCTV has a Range of Surveillance Trailers purpose-built to complement the Mini Dome camera Range in scenarios where neither pole nor shore power are viable options.

The Following Options are available
Surveillance Trailer
Cameras

WCCTV IR MINI DOME
Recording
4 TBYTE HDD
Detection
Video Analytics
Blue Light Siren
Communication
4G LTE
LAN Wi-Fi
Smart Switch
Power
750-watt Solar / 800 AmpH
Infrastructure Required
Level Ground (7’ x 7’)
Services
Remote Monitoring
4G LTE Data-plans 50GB & 300GB
Heartbeat Diagnostics
Options
Additional Cameras (up to 3)
Secondary PTZ IR
Fixed IR
TL Camera
Thermal Camera
Services
Time Lapse Set Up
Monthly Time Lapse
One-Off Time Lapse Production
5 3.Rental Price
Monthly Service – Remote Monitoring
Description Contract Term Unit Rate per
Month Qty Monthly Rate
Solar Trailer - 3 PTZ Cameras
(Insurance Included, 300GB
Included)
3 months $1,550.00 3 $4,650.00
First Month Total
(Monthly Rate + Delivery & Professional Installation) $4,650.00 One-Time Installation/Collection Services
Delivery & Professional Installation
(billed first month) $0.00
Decommission & Collection Services
(billed last month) $0.00
*Pricing excludes sales tax at the prevailing rate
6 9

4.Headline SLAs (where applicable)
In the event of a conflict the following provisions will apply to the supply of the suggested solution in place of those specified in the conditions of business:

Site Installation
WCCTV Installation
Installation of the equipment will not take place until you have confirmed that all necessary and stated measures are in place on site such as site access and power. If we arrive on-site and the above measures are not met, we will still charge full installation costs. If the installation is canceled within 24 hours of the installation date, WCCTV will charge $650.00 and propose alternative installation dates.

Work to be provided by Client:
• Access to the site is to be provided on the day of installation. Confirmation of which to be provided before the site visit.
• Recharge of solar unit within 48 Hours of a low voltage alert from WCCTV support • Any other specific items as stated in this section and agreed during site walk.

Post Installation
Following installation, the customer accepts the testing phase and cycle for working order of the camera systems and monitoring alerts. These testing cycles are primarily finalized within 48 working hours of installation.

Please note – the following activities may impact this testing phase and delay the full commissioning of the camera unit.
• Staff on Site post working hours (established in the site security document). • Excessive environmental alerts (passing cars, flags, shadows, unsecured items) • Please also note – excessive alerts being received after commissioning can result in a discontinuation of alerts and alarms until the cause of the excessive alerts has been rectified. • Any movement of the cameras or solar trailer will also result in a new testing cycle and will delay alerts and alarms for the 48-hour commissioning period.

Decommissioning
Client to issue decommissioning request with 15 days’ notice period.

Heartbeat Diagnostics
WCCTV owns and operates an internal proactive IT and service reporting system called Heartbeat that constantly communicates with all WCCTV systems currently deployed back to our technical team.

It is a comprehensive health, status and operation checking application that automatically detects any issues with your system - allowing for swift corrective action to be taken. It detects the following:
• Connection Issues: We will report if the connection to your WCCTV system fails, or the system goes offline.
• Camera Failures: We can detect if a camera has developed a fault. • Hard Disk Failures: We can detect any hard disk failures or if the system stops recording. • Time & Date Inaccuracy: Reports when the time is incorrect or tampered with.

Service and Maintenance
WCCTV Service and Maintenance
WCCTV is responsible for onsite service and maintenance of equipment. • Critical Failure: site visit within 24 hours of fault diagnosis [Monday-Friday 8 am-6 pm] o WCCTV will notify the client of potential weekend system downtime for the client to:
a) Arrange an out-of-hours service visit with WCCTV at $350.00 b) Provide alternative security coverage
• Non-Critical Failure: site visit within 5 working days of fault diagnosis [Monday-Friday 8 am-6 pm] • Preventative Maintenance - WCCTV includes preventative service and maintenance visits with every managed service deployment.

Proposal for: City of Stanton (CA) Page 7 of 19
• Call out/Re-Deployment - Any call out will be charged at $350 - only applicable if the issue is deemed to be client-related. i.e. Power failure, damage, etc., or a need to relocate the camera system.

Warranty - included in any purchase of WCCTV devices with an active service plan. A warranty is also included for the duration of any rental period. Excludes 3rd party damage and general wear and tear on cables, camera covers, and antennae.

Solar Recharge
WCCTV systems are powered autonomously via batteries and solar typically have 5-15 days of battery autonomy if persistent bad weather affects the solar recharge.

During winter months the system may enter low voltage at which point WCCTV will receive a low voltage alert (LVA) – At this point, the device will require a 24-hour recharge.

WCCTV Recharge
WCCTV will Visit the site and recharge the system as part of the original service plan.

Alert Notifications
WCCTV partners with Dallas-based, Promontory Insight (PMI). PMI will assist with the following activities and alerts:
• Verify all incoming alarms.
• Based on a suspicious or verified alarm WCCTV will always issue an audio warning to any intruder during the specified monitoring hours.
• All verified intrusions will be immediately reported to Law enforcement and nominated key holders/ or static or mobile guard to attend the site immediately if suspicious activity continues. • WCCTV monitoring will continue to manage the alarm until a site resolution has been reached either by instruction from the authorized Key Holder/ or Police.
• We can also arrange for an email and still image and footage to be sent on every alarm trigger (if required).

Technical Support
WCCTV tech support performs several roles. We have 8500 active SIM • Performance issues of the sim/network
• Bandwidth restrictions over the network
• Scheduled maintenance on the 3G/4G cell site
• Position of cell site in relation to the site
Technical support is FOC for the life of the equipment during the rental contract. The tech support team is contactable from 8 am – 6 pm ECT on 877 805 9475 (option 2) or [email protected].

Customer Viewing Credentials
On completion of installation, WCCTV will create a username and password for the end user to have live video access to the cameras during site operation hours. WCCTV will provide Written Guides and Video Tutorials as well as dedicated remote training sessions.

Footage Retrieval service
For Incidents that take place during site operational hours, WCCTV will provide a footage retrieval service To qualify, a footage retrieval request must:
- Come from a WCCTV End User or WCCTV VAR
- Must have an active WCCTV Service Package or
- Be within a Managed Service Rental Agreement
The incident requested must:
- Have taken place within the field of view of the camera - Have taken place within the last 10 days
- Must be within a 24-hour time frame
- Must have a completed Footage Retrieval Form
If the above criteria are met, WCCTV will endeavor to find the highlighted incident and upload it to a shared folder for the client’s review.

Proposal for: City of Stanton (CA) Page 8 of 19
SLA’s:
- WCCTV will provide best endeavors to retrieve the incident within 48 working office hours of the completed request
- WCCTV will allocate 1 hour to reviewing footage – additional time can be purchased upon request via video upload
- WCCTV will upload maximum 1 hour of footage for review – additional hours can be purchased at $20.00 per hour
- Once uploaded the shared file will be held for 5 days before being deleted (this does not affect the item within the parameters of your edge storage)
- Download of footage may result in increased data usage resulting in overage charges for overuse of monthly data allocation.

Time Lapse Video
Time Lapse Video can be applied to ANY WCCTV Device at the beginning or during a project. WCCTV will provide a range of Time-lapse video productions based on the client’s needs.

Data Package
Each WCCTV device has a monthly data plan of 50GB per month (approx. 60 hrs of live connectivity). This is more than adequate for the following use cases:
• Remote video security via triggered alerts
• Client led Project management daytime viewing (average 30 mins per day) • Time Lapse Video retrieval from 1 camera
In rare cases additional data is used – WCCTV charges $30 for every 5GB over the 50GB per month. 300GB upgrade plans are available on request.

WCCTV will also provide daily and weekly data usage updates for any devices that show higher than normal use.

Proposal for: City of Stanton (CA) Page 9 of 19

5.WCCTV Heartbeat - Proactive Diagnostics
What does WCCTV Heartbeat detect?
Connection Issues: We will report if the connection to your WCCTV system fails, or the system goes offline Camera Failures: We can detect if a camera has developed a fault or has been tampered with.

Hard Disk Failures: We can detect any hard disk failures or if the system stops recording.

Recording Issues: Reports if the system records for less time than expected.

Time & Date Inaccuracy: Reports when the time is incorrect or tampered with Proposal for: City of Stanton (CA) Page 10 of 19

6.Acceptance Form
Wireless CCTV Acceptance Form
To: Wireless CCTV LLC, 851 International Parkway Suite 140, Richardson, TX 75081 The Customer: City of Stanton (CA)
Agrees and accepts the terms of the Proposal from Wireless CCTV LLC and dated 08-20-2024 Signature (Customer Representative)
Print (Customer Representative)
Position
Date
11 9
Conditions of Business
Part 1: General
1 Interpretation

1.1 In these Conditions of Business the following terms have the following meanings unless the context otherwise requires:
‘Contract’ the contract between you and us for provision of goods and/or services in accordance with the Proposal and incorporating the parts of these Conditions applicable to or identified in the Proposal;
‘Customer’, ‘you’ and ‘your’ the person, firm, company or organization to whom the Proposal is addressed; ‘Equipment’ the Standard Packages and the Ancillary Items specified in the Proposal which are provided to or rented or purchased by you;
‘Insolvency Event’ each and any of the following in relation to a party to the Contract:
(a) any action (corporate or otherwise), legal proceedings or other procedure is taken by any person in any jurisdiction in relation to or with a view to (i) the winding up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of a party or otherwise seeks protection under the Bankruptcy Code or similar statute; (ii) the appointment of a liquidator, trustee in bankruptcy, receiver, administrator, nominee, supervisor or similar administrative functionary in respect of a party or any of its assets and that procedure is not terminated or discharged within 30 days; (iii) the enforcement of any security interest in any material assets of a party and that procedure is not terminated or discharged within 30 days; or (iv) the attachment, sequestration or execution over or affecting any material assets of a party and that procedure is not terminated or discharged within 30 days,
(b) the party is unable to pay its debts as they fall due or is insolvent, or (c) the party becomes insolvent, make any assignment for the benefit of creditors, goes into liquidation or has a receiver or trustee appointed for the benefit of creditors, whether voluntary or otherwise;
‘Normal working hours’ between 9.00 a.m. and 5.00 p.m. each day except for Saturdays, Sundays and public holidays;
‘Proposal’ a proposal given by us and accepted by you for supply of the suggested solution identified in the Proposal; and
‘WCCTV’, ‘we’, ‘us’ and ‘our’ Wireless CCTV LLC, located at 851 International Pkwy, Ste 140, Richardson, TX, 75081

1.2 References to ‘writing’ or ‘written’ include references to any communication effected by post, facsimile or e-mail.

1.3 If there is a conflict between any of the terms contained in the Proposal and these Conditions of Business the terms in the Proposal shall prevail.

1.4 Headings in the Contract are for convenience only and shall not affect its interpretation. 2 Conditions

2.1 Subject to any variation made in accordance with Condition 2.3 the terms contained in a Contract are the only terms upon which we are prepared to provide goods or services to you to the exclusion of any purchase order or any other pre-printed forms or instructions issued by you to us.

2.2 Proposals are valid for 30 days only.

2.3 No variation to the Contract shall be effective unless such changes are agreed in writing and signed by one of our directors. OUR AGREEMENT HEREUNDER IS LIMITED TO THE EXPRESS TERMS OF THIS CONTRACT (these Terms and any Proposal accepted by you, as modified) AND DOES NOT INCLUDE ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY YOU OR ANY ATTEMPT BY YOU TO VARY THE TERMS OF THIS CONTRACT OR ANY PROPOSAL HEREUNDER.

2.4 3 Termination

3.1 Without prejudice to any rights
(a) fail to make any payment on the due date;
(b) are in material breach of the Contract and such breach is incapable of remedy; (c) are in material breach of the Contract and you fail to remedy such breach within thirty days after written notice from us specifying the breach and requiring it to be remedied; or
(d) are subject to or suffer an Insolvency Event.

3.2 You may by written notice terminate the Contract if we:
(a) are in material breach of the Contract and such breach is incapable of remedy; or (b) are in material breach of the Contract and we fail to remedy such breach within thirty days after written notice from you specifying the breach and requiring it to be remedied; or
(c) are subject to or suffer an Insolvency Event.

Proposal for: City of Stanton (CA) Page 12 of 19

3.3 If the Contract is terminated then, without prejudice to any other right or remedy available to us, we shall be entitled to suspend any further deliveries or the performance of services under the Contract (including the Monitoring Service, the Installation Service or the Maintenance Service or the Data Plan) without affecting your liability to pay any and all sums due to us in accordance with the Contract. 4 Force Majeure

4.1 We will not be liable to you for any failure or delay by us or for the consequences of any failure or delay in performance of the Contract if it is due to any event beyond our reasonable control including acts of God, war, labor strikes or industrial disputes, protests, fire, flood, storm, tempest, epidemic, explosion, an act of terrorism, acts of or authorized by government, inability to obtain materials or components and national emergencies or any supervening illegality. 5 Payment

5.1 You must pay each of our invoices in full within 15 days of the date of the invoice.

5.2 Any sums owing to you by us cannot be set off, reduced or compromised in any manner or amount against any of our invoices to you.

5.3 If any sum payable under the Contract is not paid when due (a) charge interest and collection costs of $5.00 or 1.5% of outstanding balance per month, whichever is greater. In no event shall any late payment fee exceed the highest lawful rate;
(b) recover reasonable expenses and costs (including legal fees); (c) suspend deliveries of Rented Equipment or the provision of the Data Plan, the Monitoring Service, Installation Service, Maintenance Service or any other products or services we are providing or requested to provide at the time until the payment has been made in full.

5.4 All sums owing by you to us under the Contract are subject to government taxes or duties as applicable.

5.5 Invoice queries must be raised within 15 days of the date of the invoice, otherwise it will be deemed correct and any and all objections to the charges are waived.

5.6 If you fail to pay when due any amount on any invoice issued hereunder for Equipment or Services under a Contract (an “Order”), fail to pay when due any amount owing to us under any other contract or instrument, are in breach of any of your obligations to us under this or any other contract with us, or if your financial or business condition or responsibility shall become impaired or unsatisfactory to us, we reserve the right, at our option, to cancel the Order without liability to you, suspend work on the Order and/or future Orders and/or withhold delivery of all or part of the Equipment or Service subject hereto or thereto, in all cases without prejudice to any other legal or equitable remedy, until past due payments are made and satisfactory assurances of payment is received. You agree to pay us the cost of collection of overdue invoices, including, without limitation, reasonable attorney’s fees. You hereby grant, and we retain, a security interest in all goods delivered under any Order and any proceeds thereof to secure payment of amount due in respect thereof hereunder.

We shall, in addition to the rights and remedies herein set forth, be entitled to all rights and remedies provided for in the Uniform Commercial Code and other applicable law as from time to time amended, and at equity.

5.7 Orders are not subject to cancellation or modification, in whole or in part, after our acceptance, except with our written consent, which may be withheld in our discretion. If you cancel an Order after acceptance by us without our consent, you agree to compensate us for costs and any loss of profits that we may suffer as a result of cancellation. 6 Disclaimer of Warranty, Limitation of Liability and Indemnity

6.1 DISCLAIMER OF WARRANTY. THE EQUIPMENT AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY, EITHER

EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF ACCURACY, TIMELINESS, COMPLETENESS,

MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THAT PURPOSE IS KNOWN TO WCCTV), OR ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WCCTV DISCLAIMS ANY AND ALL LIABILITY TO ANY PERSON OR ENTITY FOR THE PROPER PERFORMANCE OF THE EQUIPMENT OR SERVICE. WCCTV DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE COMPLETE OR FREE FROM ERROR OR WILL BE AVAILABLE 24

HOURS PER DAY, SEVEN DAYS PER WEEK, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY

PERSON OR ENTITY FOR ANY LOSS, INJURY, OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE EQUIPMENT OR SERVICES, WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT, OR OTHER CAUSE. WCCTV

MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE LEGALITY OR PROPRIETY OF THE USE OF THE SERVICES IN ANY GEOGRAPHIC AREA. IN NO EVENT WILL WCCTV HAVE ANY LIABILITY FOR EVENTS OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION AS SET FORTH IN CONDITION 4. WCCTV DOES NOT GIVE ANY

WARRANTY, GUARANTY OR OTHER UNDERTAKING THAT THE PROVISION OF ANY SERVICE OR EQUIPMENT UNDER THE

CONTRACT WILL AVERT, PREVENT OR PROTECT AGAINST OCCURRENCES OF WHICH THE EQUIPMENT AND/OR SERVICES ARE INTENDED TO RECORD OR GIVE WARNING. FURTHERMORE, WCCTV DISCLAIMS ALL LIABILITY FOR ANY LOSSES THAT ARE COVERED UNDER A WARRANTY FOR EQUIPMENT PROVIDED BY A THIRD PARTY.

LIMITATION OF LIABILITY. WCCTV’S TOTAL LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS CONTRACT, WHETHER

BASED ON NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY, TORT, CONTRACT, OR OTHERWISE, IS LIMITED TO

DIRECT MONEY DAMAGES NOT EXCEEDING THE LESSER OF THE CHARGES PAID BY YOU TO WCCTV DURING THE NINETY (90) DAYS IMMEDIATELY PRECEDING SUCH CLAIM OR FIVE THOUSAND DOLLARS ($5,000). THIS LIMIT IS CUMULATIVE AND ALL PAYMENTS UNDER THIS CONTRACT ARE AGGREGATED TO CALCULATE SATISFACTION OF THE LIMIT. THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT ENLARGE THE LIMIT. TO THE FULLEST EXTENT PERMITTED BY RELATED LAW, IN NO

EVENT SHALL WCCTV, OR ANY PROVIDER OF SERVICE USED BY YOU, BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL,

INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS OR REVENUE, OR LOST OR DAMAGED DATA,

WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WCCTV IS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

6.2 INDEMNIFICATION BY CUSTOMER. You shall indemnify, defend, and hold WCCTV and its affiliates harmless from and against all claims, losses, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising from a claim, suit or proceeding brought against WCCTV by a third party arising out of or related to (1) the removal, handling, use, disposition, possession, transportation or conveyance of the Equipment and/or Services by you or your permitted users or (2) your misrepresentation or breach of this Contract.

6.3 Nothing in the Contract shall affect the liability of either us or you for death or personal injury, fraud, or any other liability to the extent it cannot be excluded or limited by law.

6.4 You agree that the limitations and exclusions of liability contained in this Condition 6 are reasonable and are reflected in the price of the Equipment or Services which are the subject of this Contract. 7 Use of Data
Proposal for: City of Stanton (CA) Page 13 of 19

7.1 We may disclose details of the Contract to any person and for any purpose connected with our business including credit reference agencies.
8 Entire Agreement

8.1 The Contract contains all the terms which we and you have agreed in relation to the subject matter of the Contract and supersedes any prior written or oral agreements, representations or understandings between us and you in relation to such subject matter.

8.2 You acknowledge that the Contract has not been entered into wholly or partly in reliance on:
(a) any statement made or not made, or advice given or not given, by or on behalf of us which is not contained in the Contract; (b) any warranty, statement, promise or representation made by us or on our behalf other than as expressly set out in this Contract.

To the extent that any such warranties, statements, promises or representations have been given, you unconditionally and irrevocably waive any claims, rights or remedies which you might otherwise have had in relation to them.

8.3 Nothing in this Condition 8 will exclude any liability which one party would otherwise have to the other party in respect of any statements made fraudulently.
9 Notices

9.1 Any notice given in accordance with the terms of the Contract shall be in writing and shall be sufficiently given to any party if sent addressed to that party at the address of that party set out at in this Contract (or any alternative address in the United Statesnotified (a) US postal service;
(b) e-mail; or
(c) FedEx or other recognized overnight mail delivery service.

9.2 Any notice so given shall be deemed (unless the contrary is proved) to have been effected (a) If sent by the US postal service, at the time at which the letter would be delivered in the ordinary course of post. (b) if sent by e-mail then, unless such communication is returned undelivered or undeliverable at the time of transmission of such email. (c) If by FedEx or overnight delivery service the delivery date identified by such service 10 Miscellaneous

10.1 Any waiver is only valid to the extent expressly set forth in writing by the party providing the waiver. A delay or omission by either Party to exercise its rights upon any event of noncompliance or default by the other Party shall not impair any such right or be construed to be a waiver thereof. A waiver by either of the Parties of any of the duties, conditions, or agreements of the other Party shall not be construed to be a waiver of any succeeding breach thereof or of any duty, condition, or agreement herein.

10.2 If any provision, or part thereof, of this Contract becomes or is declared invalid, illegal or unenforceable in any respect under any law, such provision, or part thereof, shall be null and void, and deemed deleted from this Contract. The validity, legality and enforceability of the remaining provisions of this Contract shall not in any way be affected or impaired.

10.3 This Contract shall be governed in accordance with the laws of the United States of America and the State of Texas, without reference to its choice of law provisions. In the event of litigation arising out of or connected with this Contract, the parties agree that the state or Federal courts located in the State of Texas shall have exclusive jurisdiction, and each party hereby waives any defenses it may have before such courts based on a lack of personal jurisdiction or inconvenient forum.

10.4 Nothing in this Contract, express or implied, is intended to create or confer and shall not be construed or operate as creating or conferring, any rights or remedies under or by reason of this Contract, upon anyone other than the Parties hereto and their successors and permitted assigns.

10.5 We may assign the Contract at any time or sub-contract the performance of our obligations under the Contract at any time. You may only assign the Contract with our written permission, which may be withheld in our discretion. .

10.6 Neither of us, including any of our employees, agents or representatives, shall, during and after termination of the Contract, without the prior written consent of the other, use or disclose to any other person any information which is identified as confidential or which is confidential by its nature, including without limitation all specifications or other non-public documents provided by us in connection with this Contract.

10.7 No guarantees can be given by us that the Equipment and Services will reduce or eradicate losses you are trying to mitigate against from the acceptance of a Proposal.

Part 2: Rented Equipment
11 Interpretation

11.1 In this part of these Conditions of Business the following terms have the following meanings unless the context otherwise requires:
‘Commencement Date’ the date on which the Rented Equipment is delivered and installed at the Delivery address;
‘Off Lease Date’ the date on which the Rented Equipment is decommissioned at the Delivery address; ‘Decommission charge’ the amount specified in the Proposal as the decommission charge; ‘Delivery Address’ the delivery address specified on the Acceptance Form; ‘Deposit’ the amount specified in the Proposal as the deposit; ‘Minimum Lease Period’ the period specified in the Proposal as the minimum Lease period; ‘Product Sheets’ the product sheets detailing the specification of the Rented Equipment in the Proposal or if none, as published on our website (www.wcctv.com) on the date of the Contract; ‘Lease’ the lease for the Rented Equipment specified in the Proposal; ‘Lease Period’ the period between the Commencement Date and the Off Lease Date ‘Rented Equipment’ the Standard Packages and Ancillary Items specified in the Proposal including any replacement equipment we supply in accordance with the terms of the Contract and all related accessories, manuals and instructions provided for it.

Proposal for: City of Stanton (CA) Page 14 of 19
12 Basis of Lease

12.1 You will Lease the Rented Equipment from us for use in accordance with these Conditions and pay us the amounts due and payable for the Lease in accordance with the terms of the Contract.

12.2 At the time of delivery the Rented Equipment will be free from material defect in workmanship and/or materials and will have the functionality described in the Product Sheets. We reserve the right to make any changes to the Product Sheets for the Rented Equipment which does not materially affect its functionality.

12.3 We shall be under no liability if the Rented Equipment has the functionality described in the Product Sheets but fails to achieve any particular result whether or not such result has been notified to us or is referred to in the Proposal

12.4 We shall use our best efforts to provide a suitable solution as per the specification solution provided within the Proposal. 13 Lease Period

13.1 The Lease Period is the period from the Commencement Date until the expiration of at least 30 days’ written notice of termination given by you or by us to the other and terminating on the last day of the Minimum Lease Period or any later date.

13.2 If you commit a material breach of the Contract, such as, but not limited to, using the Rented Equipment in an improper manner or in contravention of the instructions provided with the Rented Equipment, then we shall be entitled to terminate the Lease and the Lease Period forthwith by written notice from us to you.
14 Deposit

14.1 You must pay us the Deposit prior to the Commencement Date which we will hold as security for the return of the Rented Equipment and payment of the Lease.

14.2 None of the Rented Equipment will be delivered until we have received the full amount of the Deposit.

14.3 We will repay the Deposit not more than 14 days after:
(a) we have collected all the Rented Equipment and are satisfied that it is in the same condition as when delivered (fair wear and tear excepted); and
(b) any outstanding Lease and other sums due to us under the Contract have been paid in full.

14.4 If the Rented Equipment is not so returned or any outstanding invoices under the Lease or other sums due are unpaid then we may utilize some or all of the Deposit (without prejudice to any other right or remedy we may have) to pay sums due from you to us.

14.5 We will not be obligated to pay interest on the Deposit. 15 Lease

15.1 The Lease for the Rented Equipment shall be the subject of the Lease.

15.2 The Lease is inclusive of the Data Plan, maintenance and monitoring (unless stated otherwise in the Proposal) in accordance with the terms of the Contract.

15.3 The Lease does not include the cost of installation, delivery or collection to and from the Delivery Address (unless stated otherwise in the Proposal).
16 Delivery of the Rented Equipment

16.1 We will arrange for the Rented Equipment to be delivered to you and installed at the Delivery Address during normal working hours.

16.2 We will notify you of the date when the Rented Equipment will be delivered and installed.

16.3 The Delivery Date and any other dates quoted for delivery of the Rented Equipment are approximate only and we shall not be liable for any delay in delivery of the Rented Equipment. The Rented Equipment may be delivered in advance of the quoted Delivery Date upon reasonable notice.

16.4 If we are unable to deliver the Rented Equipment due to your failure to accept delivery then we shall be entitled to charge you for any costs we incur as a result including the cost of waiting time, redelivery, storage of the Rented Equipment and any charges imposed by the delivery service.

16.5 We may deliver the Rented Equipment in more than one shipment.

16.6 To facilitate delivery and installation of the Rented Equipment you will provide all requisite materials, facilities, access and suitable working conditions to enable Delivery and installation to be carried out safely and expeditiously. 17 Payment

17.1 We will invoice you for the Lease at the beginning of the Lease Period and in advance in four weekly increments thereafter during the Lease Period.

17.2 You will pay amounts due pursuant to the invoices and any other sums due under the Lease for the Rented Equipment from the Commencement Date until the end of the Lease Period. Where the end of the Lease Period is before the Minimum Lease Period you will pay the invoices raised covering the period from the end of the Lease Period to the end of the Minimum Lease Period.

17.3 If you wish to pay the invoiced amounts under the Lease by credit card you should notify us and if we accept your request we will be entitled to invoice you every 14 days during the Lease Period for an apportioned amount of the Lease and deduct the amount invoiced from your credit card.

17.4 We will charge you a 3% surcharge for all credit card payments we receive. 18 Risk and Title

18.1 Risk of damage to or loss of the Rented Equipment, however, caused, will pass to you on delivery in accordance with Condition 25 and remain at your sole risk until we have collected the Rented Equipment at the end of the Rental Period.

18.2 The Rented Equipment shall at all times remain our property and you shall have no rights to the Rented Equipment except to use it in accordance with the Contract.

18.3 You grant us, our agents, employees, and subcontractors an irrevocable license and permission at any time to enter into or onto any premises or land where the Rented Equipment is or may be stored in order to inspect it, service it, or to recover it upon breach or termination of this Contract, and you shall ensure that we have unrestricted access to the Rented Equipment at all times during normal working hours. 19 Software

19.1 You must not copy, distribute, transmit, transcribe, translate, adapt, vary, modify, disassemble, decompile or reverse engineer any software incorporated in the Rented Equipment without our express written permission, which may be withheld in our sole discretion.

19.2 You agree to indemnify us and keep us indemnified against any losses or liabilities we incur as a consequence of a breach by you of Condition 19.1.

Proposal for: City of Stanton (CA) Page 15 of 19
20 Use of the Rented Equipment

20.1 On delivery if we provide an instruction leaflet or other written materials on the use of the Rented Equipment you must only use the Rented Equipment in a careful and proper manner in accordance with the instructions provided.

20.2 At all times when the Rented Equipment is in your possession you will:
(a) insure the Rented Equipment for its full replacement value, naming us as an additional insured party; (b) make no alteration to the Rented Equipment and not remove any existing components from the Rented Equipment; (c) keep us fully informed of all material matters relating to the Rented Equipment; (d) keep the Rented Equipment or any part thereof at all times at the Delivery Address and not move to any other location or site, (e) ensure that at all times the Rented Equipment remains identifiable as being our property and if requested ensure that a visible sign to that effect is attached to the Rented Equipment.

20.3 You agree that we are not an insurer and no insurance coverage is offered. At or prior to delivery, you shall furnish us with a certificate of insurance in compliance with 20.2(a). You shall maintain such insurance in full force and effect at your sole expense during the Lease Period.
21 Notification

21.1 If you do not use the Monitoring Service and the Rented Equipment is not in working order when delivered or subsequently breaks down:
(a) you shall notify us immediately; and
(b) we will repair or replace the Rented Equipment as soon as possible after you notify us.

21.2 If you do use the Monitoring Service and the Rented Equipment is not in working order when delivered or subsequently breaks down we will repair or replace the Rented Equipment as soon as possible after we become aware of the problem.

21.3 If we find that the Rented Equipment reported as faulty is in working order then you will be liable for the cost of the engineer visit and the cost of any necessary collection and delivery of the replacement equipment.

21.4 You must notify us immediately if the Rented Equipment is damaged, lost or stolen. 22 Termination

22.1 On termination of the Lease Period for any reason we will:
(a) invoice you for the Decommission Charge (unless stated otherwise in the Proposal); and (b) collect the Rented Equipment at our expense from the Delivery Address during normal working hours within 14 days of the end of the Lease Period.

22.2 We will be entitled to invoice you for the replacement cost of any Rented Equipment which:
(a) we are unable to collect in accordance with condition 22.1; or (b) is not in good working order; or
(c) is not in the same condition as when it was delivered.

22.3 If we terminate the Lease during the LeasePeriod in accordance with condition 13.2 prior to the end of the Minimum Rental Period we shall be entitled to invoice you, without prejudice to any other rights or remedies, for a sum equal to the whole of the Rents that would (but for the termination) have been payable if the Contract had continued from the date of such demand to the end of the Minimum Rental Period, including without limitation any incremental rent increases that may be applied during the Minimum Rental Period.

22.4 If you terminate the Lease Period for any reason whatsoever and the end of the Lease Period is before the end of the Minimum Lease Period you will pay the invoices raised covering the costs that would have been otherwise incurred between the end of the Lease Period and the end of the Minimum Lease Period had you not terminated.

Part 3: Monitoring Service (if applicable)
23 Interpretation

23.1 In this part of these Conditions of Business the following terms have the following meanings unless the context otherwise requires:
‘Alert’ an alarm from the Monitored Equipment outside the Site Working Hours during the Monitoring Period;
‘Commencement Date’ the date specified in the Proposal as the Commencement Date; ‘Off Lease Date’ the date on which the Rented Equipment is decommissioned at the Delivery address; ‘Keyholder(s)’ the person or persons notified to us from time to time in accordance with these Conditions as the keyholder(s) for the Site;
‘Minimum Monitoring
Period’
the period specified in the Proposal as the minimum monitoring period; ‘Monitoring Period’ the period between the Commencement Date and the Off Lease Date ‘Monitored Equipment’ the Standard Packages and Ancillary Items specified in the Proposal including any replacement equipment we supply in accordance with the terms of the Contract; ‘Monitoring Fee’ the fee specified in the Proposal as the monitoring fee together with any charges made by the police, fire or other authority to us in connection with the provision to you of the Monitoring Service;
‘Site Working Hours’ the working hours for the site specified in the Proposal; ‘Site’ the delivery address specified on the Acceptance Form. 24 The Monitoring Service

24.1 During the Monitoring Period we will provide the Monitoring Service using the Monitored Equipment to monitor the Site in accordance with Proposal for: City of Stanton (CA) Page 16 of 19
these Conditions.

24.2 The Monitoring Service depends on the functionality of the Monitored Equipment (a) any defaults or errors caused by faults in the Monitored Equipment or communications from the Monitored Equipment to us; or (b) any failure by the Monitored Equipment to provide an Alert.

24.3 You agree that we are not an insurer and no insurance coverage is offered. The solution we provide is designed to reduce certain risks of loss, though we cannot guarantee that no loss will occur. We and our sub-contractors are not assuming liability for any loss, data corruption, inability to retrieve data, personal injury or property damage sustained by you as a result of intrusion, burglary, theft, hold up, fire, smoke or any other cause whatsoever.
25 Monitoring Period

25.1 The Monitoring Period is the period from the Commencement Date until the expiration of at least 14 days’ written notice of termination given by you or by us to the other and terminating on the last day of the Minimum Monitoring Period or any later date.

25.2 If you commit a material breach of the Contract, such as, but not limited to, using the Monitored Equipment in an improper manner and in contravention of the instructions, then we shall be entitled to terminate the Monitoring Period forthwith by written notice from us to you. 26 Monitoring Fees

26.1 The cost of the Monitoring Service shall be the Monitoring Fee (unless expressly stated in the Proposal that the cost of the Monitoring Service is included in the Lease for the Rented Equipment).

26.2 We will invoice you for the Monitoring Fee at the beginning of the Monitoring Period and in advance in four weekly increments thereafter during the Monitoring Period.

26.3 You will pay the Monitoring Fee for the Monitoring Service from the Commencement Date until the end of the Monitoring Period.

26.4 If the Monitoring Fee is in arrears we may suspend the provision of the Monitoring Service until the arrears are cleared without affecting your obligation to pay the Monitoring Fee for the whole of the Monitoring Period. 27 Your Obligations

27.1 You must notify us promptly of:
(a) any change in the use of any part of the Site;
(b) any change to the Keyholders or their contact details; (c) any changes to Site Working Hours.

27.2 You must carry out any necessary maintenance or remedial works to the area in which the Monitored Equipment is located to ensure the functionality of the Monitored Equipment and prevent unnecessary false alarms.

27.3 You must ensure you obtain and maintain any permit required by any applicable law and furnish us with the permit number. We shall have no obligation to notify the emergency services if you do not supply us with the permit number for the video being monitored. 28 Our Obligations

28.1 We and you agree that our monitoring service obligation under this Contract shall be to monitor signals received from the Monitored Equipment. Upon receipt of a signal from the Monitored Equipment, we shall make every reasonable effort to transmit notification of the incident promptly to the police, fire or other authorities and the persons whose names and telephone numbers are provided to us. No more than one call to the provided contact list shall be required and any form of notification provided for herein, including leaving a message on an answering machine, shall be deemed reasonable compliance with our obligations. We do not notify police, fire or responding personnel in the event that emergency personnel is not required to be dispatched. Under no circumstances are we or our sub-contractors responsible for signals which do not reach us due to any reason whatsoever.

28.2 We may deactivate part or all of the Monitored Equipment causing false alarms and notify you that part or all of the Monitored Equipment will remain deactivated until the necessary maintenance has been carried out. We will not be liable for any loss occurring while part or all of the Monitored Equipment is deactivated for maintenance.

28.3 We will not be required to render service to the you if the failure to render such service is due to power failure or interruption malfunctions of telephone lines, telephone equipment or communication networks or an event of Force Majeure as described in Condition 4, above or any other causes beyond the control of us or non-payment by you. 29 Termination

29.1 On termination of the Monitoring Period for any reason we will invoice you for the monitoring Fees up to the date of termination.

29.2 If we terminate the Monitoring Period in accordance with condition 25.2 prior to the end of the Minimum Monitoring Period we shall be entitled to invoice you, without prejudice to any other rights or remedies, for a sum equal to the whole of the Monitoring Fees that would (but for the termination) have been payable if the Contract had continued from the termination date to the end of the Minimum Monitoring Period.

Part 4: Data Plan
30 Interpretation

30.1 In this part of these Terms and Conditions the following terms have the following meanings unless the context otherwise requires:
‘Data Plan Fee’ the fee for the Data Plan specified in the Proposal (as varied from time to time in accordance with Condition 32.5);
Proposal for: City of Stanton (CA) Page 17 of 19
‘Data Plan Period’ the period specified in the Proposal from the Commencement Date; ‘Data Plan Equipment’ the Standard Package and Ancillary Items specified in the Proposal including any replacement equipment we supply in accordance with the terms of the Contract. ‘Commencement Date’ the date on which the connections become live; ‘Number of Connections’ the number of connections included in the Data Plan as specified in the Proposal; ‘Lease’ the Lease for the Rented Equipment specified in the Proposal. 31 Data Plan

31.1 We will arrange the provision of the Data Plan with a suitable network provider.

31.2 The Data Plan includes:
(a) connectivity for the Number of Connections as provided by the network provider in relation to the Data Plan Equipment identified in the Proposal; and
(b) the provision of a SIM card (provided by the relevant network provider) for each connection.

31.3 We will advise you on request whether or not there is network coverage at any particular location where you would like to use the Data Plan. We have no control over the operation of the telephone network to which it is connected or the security of information transmitted and accordingly cannot be responsible for any failures of the telephone network or security breaches.

31.4 If you do not use the Monitoring Service and the SIM card is not in working order when delivered or subsequently breaks down:
(a) You shall notify us immediately; and
(b) we will notify the network provider as soon as possible after you notify us; and (c) our only liability to you in relation to the SIM card will be to notify the Network Provider of any problems you encounter in relation to that SIM card which you notify to us.

31.5 If you use the Monitoring Service and the SIM card is not in working order when delivered or subsequently breaks down we will repair or replace the SIM card as soon as possible after we become aware of the problem.

31.6 Where an IP address is provided as part of the Data Plan, you acknowledge and agree that you are not entitled to continued use of the IP address associated after the termination of the Data Plan Period and that the IP address will be recovered by the network provider at the end of the Data Plan Period.
32 Data Plan Fee

32.1 The cost of the Data Plan shall be the Data Plan Fee (unless expressly stated in the Proposal that the cost of the Data Plan is included in the Lease for the Rental Equipment).

32.2 We will invoice you for the Data Plan Fee for Rental Equipment at the same time we invoice for the Lease during the Data Plan Period, unless stated otherwise in the Proposal. We will invoice you for the Data Plan Fee for purchased Equipment at the time or times stated in the Proposal.

32.3 If you exceed the usage allowance as specified in the Data Plan then overage will be charged at $30.00 for every 5 GB over the agreed monthly plan

32.4 If the Data Plan Fee is in arrears we may suspend the provision of the Data Plan until the arrears are cleared without affecting your obligation to pay the Data Plan Fee for the whole of the Data Plan Period.

32.5 We may increase the Data Plan Fee at any time or times during the Data Plan Period by up to the same percentage as any increase in the charges to us by the network provider without affecting the continuation of the Contract. Any such increase will take effect 30 days after we notify you of the change. We will invoice you for the increase in the Data Plan Fee from the effective date of such increase to the end of the Data Plan Period.
33 Use of the Data Plan

33.1 You must only use the Data Plan for connectivity between a monitoring station and the Data Plan Equipment; or any other WCCTV viewing platform designated by us.

33.2 If you move the Rented Equipment or the Sold Equipment to a location where we have not confirmed that there is network coverage then the Data Plan may not work fully or at all and we shall have no liability therefor.

33.3 Risk in the SIM card and its use as provided to you as part of the Data Plan shall pass to you on delivery.

Part 5: Installation Service (if applicable)
34 Interpretation

34.1 In this part of these Conditions of Business the following terms have the following meanings unless the context otherwise requires:
‘Commencement Date’ the date on which the Equipment is delivered to site; ‘Installation Charges’ the price for the Installation Service specified in the Proposal; ‘Installed Equipment’ the Standard Packages and Ancillary Items specified in the Proposal; ‘Site’ the delivery address specified on the Acceptance Form.

Proposal for: City of Stanton (CA) Page 18 of 19
35 Installation Service

35.1 We will install the Installed Equipment in accordance with these Conditions.

35.2 The Installed Equipment will be installed as soon as practicable on or after the Commencement Date at the Site.

35.3 Installation will be complete when the Installed Equipment has been commissioned by WCCTV engineers and all is operating satisfactorily in accordance with the specification in the Proposal.

35.4 The Installation Service does not include:
(a) building works at the Site;
(b) alterations to the Site;
(c) arranging power to be supplied to the Installed Equipment unless stated otherwise in the Proposal.

35.5 We will reinstall Equipment at the same Site or a different site at additional cost. 36 Installation Charges

36.1 The cost of the Installation Service shall be the Installation Charges.

36.2 We will invoice you for the Installation Charges after all the Installed Equipment has been installed. 37 Your Obligations

37.1 You must notify us promptly of any changes to the Site affecting installation of the Installed Equipment between the date of the Proposal and the Commencement Date.

37.2 You will provide:
(a) a readily accessible power supply for each system included in the Installed Equipment (apart from self-powering systems); (b) all requisite materials, facilities, access and suitable working conditions and any other requirements stated in the Proposal to enable the Installation Service to be carried out safely and expeditiously.

37.3 If we are unable to install the Installed Equipment because of any breach by you of these Conditions (a) postpone the performance of the Installation Service; and (b) invoice you for the cost of the site visit and any waiting time.

37.4 If we are unable to install the Installed Equipment within 30 days of the Commencement Date because of any breach by you of these Conditions
(a) cancel our obligation to install the Installed Equipment; and (b) invoice you, without prejudice to any other rights or remedies, for a sum equal to the whole of the Installation Charges.

Part 6: Maintenance Service (if applicable)
38 Interpretation

38.1 In this part of these Conditions of Business the following terms have the following meanings unless the context otherwise requires:
‘Maintenance
Commencement Date’
the date specified in the Proposal for the Commencement Date of the Maintenance Period;
‘Fault’ any failure or malfunction of the Maintenance Equipment; ‘Maintenance Equipment’ the Standard Packages and Ancillary Items specified in the Proposal including any replacement equipment we supply in accordance with the terms of the Contract; ‘Maintenance Price’ the price for the Maintenance Service specified in the Proposal; ‘Maintenance Period’ the period specified in the Proposal as the maintenance period; ‘Site’ the delivery address specified on the Acceptance Form. 39 Maintenance Service

39.1 During the Maintenance Period we will provide the Maintenance Service in accordance with these Conditions.

39.2 If you do not use the Monitoring Service and the Maintenance Equipment breaks down during the Maintenance Period:
(a) you shall notify us immediately; and
(b) we will repair or replace the Maintenance Equipment as soon as may be commercially reasonable after you notify us; (c) replace the power source for any self-powering systems included in the Maintenance Equipment; and (d) we shall be under no liability for any defaults or errors caused by faults in the Maintenance Equipment until 7 days have passed since we were notified of the Fault by you or your monitoring service, unless otherwise stated in the Proposal

39.3 If you do use the Monitoring Service and the Maintenance Equipment breaks down during the Maintenance Period:
(a) we will repair or replace the Maintenance Equipment as soon as may be commercially reasonable after we become aware of the problem;
(b) replace the power source for any self-powering systems included in the Maintenance Equipment; and (c) we shall be under no liability for any defaults or errors caused by faults in the Maintenance Equipment until 7 days have passed since we became aware of the Fault, unless otherwise stated in the Proposal Proposal for: City of Stanton (CA) Page 19 of 19

39.4 The Maintenance Service does not include damage to the Maintenance Equipment caused by anything apart from normal use including:
(a) damage by third parties;
(b) moving the Maintenance Equipment;
(c) attempted maintenance by anyone other than our employees or representatives. 40 Maintenance Period

40.1 The Maintenance Period is the period from the Commencement Date until the last day of the Maintenance Period.

40.2 If you commit a material breach of the Contract, such as, but not limited to, using the Maintenance Equipment in an improper manner and in contravention of the instructions, then we shall be entitled to terminate the Maintenance Period forthwith by written notice from us to you.
41 Maintenance Price

41.1 The cost of the Maintenance Service shall be the Maintenance Price (unless expressly stated in the Proposal that the cost of the Maintenance Service is included in the Lease for the Rental Equipment).

41.2 We will invoice you for the Maintenance Price for the Rented Equipment at the same time we invoice for the Lease during the Maintenance Period, unless stated otherwise in the Proposal.

41.3 If the Maintenance Price is not paid in accordance with the Contract we may suspend the provision of the Maintenance Service until the arrears are cleared without affecting your obligation to pay the Maintenance Price. 42 Your Obligations

42.1 You will provide all requisite materials, facilities, access and suitable working conditions to enable the Maintenance Service to be carried out safely and expeditiously.

42.2 If we find that Maintenance Equipment reported as faulty is in working order or you do not comply with Condition 42.1 then we shall be entitled to invoice you for the cost of the site visit. 43 Our Obligations

43.1 We may carry out repairs remotely if possible.

43.2 We will provide a Proposal for any Faults not covered by or excluded from the Maintenance Service and if you accept the quote we will carry out the repairs and invoice you for the cost on completion of the repairs.

43.3 Any repairs or other maintenance work we carry out will be performed in a good and workmanlike manner using goods and materials of a reasonable quality.

43.4 If we cannot repair the Maintenance Equipment then we will replace at our own cost unless the damage to the Maintenance Equipment has been incurred as a result of miss use or if you haven’t fulfilled your obligations as clearly stipulated in this agreement. 44 Termination

44.1 If we terminate the maintenance period in accordance with condition 40.2 prior to the end of the Maintenance Period we shall be entitled to terminate without prejudice to any other rights or remedies, and to be paid and retain the whole of the Maintenance Price.

CITY OF STANTON

REPORT TO THE CITY COUNCIL
TO: Honorable Mayor and Members of the City Council
DATE: August 27, 2024
SUBJECT: AWARD OF CONTRACT TO INTERIOR DEMOLITION, INC. FOR THE 8940 PACIFIC AVENUE DEMOLITION AND ABATEMENT PROJECT IN

THE INTEREST OF PUBLIC HEALTH, SAFETY, AND WELFARE IN
THE AMOUNT OF $96,000
REPORT IN BRIEF:

At its meeting of June 25, 2024, the City Council awarded a contract for the 8930 Pacific Avenue Demolition and Abatement Project after one of the detached garages associated with 8930 Pacific Avenue was severely damaged by a fire started by transients. The transients that were trespassing and breaking into 8930 Pacific Avenue have now begun trespassing and breaking into 8940 Pacific Avenue, another neighboring vacant 4-plex building. The City has received multiple calls for service related to trespassing, and during one of the recent responses, staff was threatened by a transient brandishing a wine bottle as a weapon. Staff is recommending demolition at this time due to concerns from residents, the property manager, and the City. The City’s Purchasing and Contracting Guidelines allow for exceptions to the standard procurement procedures when it is determined to be in the best interests of the City to preserve the public health, safety, and welfare of the community. As such, staff is recommending award of contract to Interior Demolition, Inc., which was the lowest responsible bidder in 2022, and was most recently awarded the 8930 Pacific Avenue Demolition and Abatement Project.

RECOMMENDED ACTION:

1. City Council declare the work proposed under this scope increase to be categorically exempt under the California Environmental Quality Act (CEQA), Class 1, Section 15301l (3); and

2. Authorize staff to exercise an exception to the standard procurement procedures in the best interests of the City to preserve the public health, safety, and welfare of the community; and

3. Award a construction contract to Interior Demolition, Inc., to provide professional demolition and abatement services in the amount of $96,000; and Item: 9N
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4. Authorize the City Manager to bind the City of Stanton and Interior Demolition, Inc. in a contract to provide the services; and

5. Authorize the City Manager to approve contract change orders with Interior Demolition, Inc., as needed and determined by City staff, for any contingencies up to 15% of the contract amount.

BACKGROUND:

At its meeting of June 25, 2024, the City Council awarded a contract for the 8930 Pacific Avenue Demolition and Abatement Project after one of the detached garages associated with 8930 Pacific Avenue was severely damaged by a fire started by transients. The transients that were trespassing and breaking into 8930 Pacific Avenue have now begun trespassing and breaking into 8940 Pacific Avenue, another neighboring vacant 4-plex building. The City has received multiple calls for service related to trespassing, and during one of the recent responses, staff was threatened by a transient brandishing a wine bottle as a weapon.

Residents and QMG have reported that the vacant 4-plex at 8940 Pacific Avenue has experienced trespassing by transients despite the City’s and QMG’s numerous attempts to board and secure the 4-plex structure. The following is a sampling of challenges associated with leaving this 4-plex vacant structure standing:
• Property management has received numerous complaints from units adjacent or near 8940 Pacific Avenue regarding concerns for their personal safety, afterhours parties, drug sales, and personal assault. Residents state they do not call 911 for fear of retaliation from the transients.
• Most recently, on August 22, 2024, Public Safety staff were called to assist property management with transient squatters trespassing. • The City, through QMG, boards the structure each time it is made aware that transients or trespassers have pried boards off of the windows or entryways. • In 2022, under similar circumstances, Community Action Partnership of Orange County staff supported demolition of a vacant unit that was also vulnerable to transient activity.

ANALYSIS/JUSTIFICATION:

The City requires the services of a qualified contractor to demolish and abate the 4-plex building located at 8940 Pacific Avenue and associated garages. The project consists of demolition and removals, clearing and grubbing, grading and earthwork, and the disposal of materials generated from the demolition/abatement of the building. Staff is recommending the demolition project to prevent trespassing and other unauthorized illegal activities that may threaten the public health, safety, and welfare of the Tina Pacific community. In addition, this unit is in need of significant roof repair.

The City’s Purchasing and Contracting Guidelines allow for exceptions to the standard procurement procedures when it is determined to be in the best interests of the City to preserve the public health, safety, and welfare of the community. As such, staff is recommending award of contract to Interior Demolition, Inc., who was the lowest responsible bidder in 2022, at the time of the last Tina Pacific demolition project.

Interior Demolition, Inc. bid on a similar demolition project in the Tina Pacific neighborhood in 2022. The bid opening for that project was on June 14, 2022. Three (3) contractors submitted bids for the project, and the lowest bid was for $93,800.00.

Rank Company
Submitted
Total Base Bid
1 Interior Demolition, Inc. $93,800.00
2 MMG Engineering, Inc. $108,698.80
3 T3 Contractors Corp $162,600.00
At its meeting of June 25, 2024, the Council awarded a contract to Interior Demolition, Inc. in the amount of $96,000, a 2.3% increase from 2022, to demolish the 4-plex located at 8930 Pacific Avenue in the Tina Pacific neighborhood, which suffered significant damage after a fire started by trespassers. The project is currently in process.

If the proposed contract is approved, Interior Demolition, Inc. would demolish the 4-plex and garages after the acquisition of inspection results and required Air Quality Management District (AQMD) permits. The City anticipates that the demolition will occur within 10-20 days. Written notice will be provided to surrounding tenants prior to the demolition. Until the demolition occurs, the City and QMG will continue its efforts to board up the 4-plex to deter transients and trespassers from trespassing into the unit.

FISCAL IMPACT:

Funds are available from the Housing Authority as approved in the Fiscal Year 2024/2025 Operating Budget.

ENVIRONMENTAL IMPACT:

The project has been determined to be categorically exempt under the California Environmental Quality Act (CEQA), Class 1, Section 15301l (3).

LEGAL REVIEW:

None.

PUBLIC NOTIFICATION:

Notifications were performed through normal agenda process.

STRATEGIC PLAN OBJECTIVE:

Obj. No. 3 – Provide a high quality infrastructure.

Prepared by: Hannah Shin-Heydorn, City Manager
Fiscal Impact Reviewed by: Michelle Bannigan, Finance Director Approved by: Hannah Shin-Heydorn, City Manager
Attachment:

A. Draft 8940 Pacific Avenue Demolition and Abatement Project Contract CA-1

CITY OF STANTON

CONTRACT AGREEMENT
8940 PACIFIC AVENUE DEMOLITION AND ABATEMENT
THIS CONTRACT AGREEMENT (or “Contract”) is made and entered into for the above-stated project this 27th day of August, 2024 BY AND BETWEEN THE CITY OF STANTON, as City and INTERIOR DEMOLITION, INC. as CONTRACTOR.

WITNESSETH that CITY and CONTRACTOR have mutually agreed as follows:

Article I
The contract documents for the aforesaid project shall consist of the Notice Inviting Bids, Instructions to Bidders, Proposal, General Specifications, Special Provisions in accordance with the Standard Specifications for Public Works Construction, Faithful Performance Bond, Labor and Material Bond, and all referenced specifications, details, Standard Plans and appendices, including all applicable State and Federal requirements; together with this Contract Agreement and all required bonds, insurance certificates, permits, notices and affidavits; and also including any and all addenda or supplemental agreements clarifying, amending or extending the work contemplated as may be required to insure its completion in an acceptable manner (collectively all the foregoing shall be referenced as the “Contract Documents”). All of the provisions of said contract documents are made a part hereof as though fully set forth herein.

Article II
For and in consideration of the payments and agreements to be made and performed by CITY, CONTRACTOR agrees to furnish all materials and perform all work required for the above stated project and to fulfill all other obligations as set forth in the aforesaid Contract Documents.

Article III
CONTRACTOR agrees to receive and accept the prices set forth in the proposal as full compensation for furnishing all materials, performing all work and fulfilling all obligations hereunder. Said compensation shall cover all expenses, losses, damages, and consequences arising out of the nature of work during its progress or prior to its acceptance, including those for well and faithfully completing the work and the whole hereof in the manner and time specified in the aforesaid Contract Documents; and also including those arising from actions of the elements, unforeseen difficulties or obstructions encountered in the prosecution of the work, suspension or discontinuance of the work, and all other unknowns or risks of any description connected with the work.

Attachment: A
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CA-2
Article IV
CITY hereby promises and agrees to employ, and does hereby employ, CONTRACTOR to provide the materials, do the work and fulfill the obligations according to the terms and conditions herein contained and referred to, for the prices aforesaid, and hereby contracts to pay the same at the time, in the manner and upon the conditions set forth in the Contract Documents.

The total amount of this contract shall not exceed NINETY-SIX THOUSAND Dollars ($96,000.00). CONTRACTOR shall not be compensated for any services rendered in connection with its performance of this agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Council, or if pursuant to its authority, the City Manager, or his or her designee. CONTRACTOR shall be compensated for any additional services in the amounts and in the manner as agreed to by the City Manager or City representative and CONTRACTOR at the time City’s written authorization is given to CONTRACTOR for the performance of said services. The City Manager may approve additional work not to exceed 15% of the contract amount approved by City Council or $30,000 whichever is less. Any additional work in excess of this amount shall be approved by the City Council.

Article V
CONTRACTOR acknowledges the provisions of the State Labor Code requiring every employee to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that code, and certifies compliance with such provisions.

Article VI
CONTRACTOR agrees to indemnify and hold harmless CITY and all of its officers, officials, consultants, employees, agents, and volunteers from any claims, demands or causes of action, including related expenses, attorney's fees and costs, based on, arising out of, or in any way related to the work undertaken by CONTRACTOR hereunder.

Article VII
CONTRACTOR affirms that the signatures, titles, and seals set forth herein in execution of this Contract Agreement represent all individuals, firm members, partners, joint venturers, and/or corporate officers having a principal interest herein.

CA-3
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed the day and year first written.

CONTRACTOR CITY OF STANTON

Maria Molina Date Hannah Shin-Heydorn Date
Secretary and Treasurer City Manager
ATTEST:

George Molina, Jr. Date Patricia A. Vazquez Date
Vice President City Clerk
____________________________________ APPROVED AS TO FORM:

Contractor’s License Number and Classification
____________________________________
DIR Registration Number

Best Best & Krieger LLP Date
City Attorney

NOTE: SIGNATURES OF CORPORATE OFFICIALS MUST BE NOTARIZED CA-4
Notary Acknowledgment
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA
COUNTY OF ______________
On , 20___, before me, _______________________________, Notary Public, personally
appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public

OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual
 Corporate Officer
Title(s) Title or Type of Document
 Partner(s)  Limited
 General Number of Pages
 Attorney-In-Fact
 Trustee(s)
 Guardian/Conservator Date of Document
 Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
CA-5

CITY OF STANTON

FAITHFUL PERFORMANCE BOND
8940 PACIFIC AVENUE DEMOLITION AND ABATEMENT
KNOW ALL PERSONS BY THESE PRESENTS:

THAT WHEREAS, the City of Stanton (hereinafter referred to as “City”) has awarded to ____________________, (hereinafter referred to as the “Contractor”) _______________________ an agreement for ______________________________ (hereinafter referred to as the “Project”).

WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated ________________, (hereinafter referred to as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and
WHEREAS, the Contractor is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents.

NOW, THEREFORE, we, _______________, the undersigned Contractor and _____________________________________________ as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the City in the sum of ___________________________ DOLLARS, ($____________), said sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contractor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract Documents and any alteration thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations including the one-year guarantee of all materials and workmanship; and shall indemnify and save harmless the City, its officers and agents, as stipulated in said Contract Documents, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a period of one (1) year after the acceptance of the work by City, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage resulting from or caused by defective materials or faulty workmanship, Surety shall undertake and faithfully fulfill all such obligations. The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains. Nothing herein shall limit the City’s rights or the Contractor or Surety’s obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure section 337.15.

Whenever Contractor shall be, and is declared by the City to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or CA-6
shall promptly, at the City’s option:
(1) Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or
(2) Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the City, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.
(3) Permit the City to complete the Project in any manner consistent with local, California and federal law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.

Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor.

Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid from Contractor for completion of the Project if the City, when declaring the Contractor in default, notifies Surety of the City’s objection to Contractor’s further participation in the completion of the Project.

The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project, including but not limited to the provisions of sections 2819 and 2845 of the California Civil Code.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20__).
(Corporate Seal)
Contractor/ Principal
By
Title
CA-7
(Corporate Seal)
Surety
By
Attorney-in-Fact
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached.
(Attach Attorney-in-Fact Certificate) Title
The rate of premium on this bond is ____________ per thousand. The total amount of premium charges, $_______________________________.
(The above must be filled in by corporate attorney.)

THIS IS A REQUIRED FORM
Any claims under this bond may be addressed to:
(Name and Address of Surety)
(Name and Address of Agent or
Representative for service of
process in California, if different
from above)
(Telephone number of Surety
and Agent or Representative for
service of process in California)
NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.

CA-8
Notary Acknowledgment
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA
COUNTY OF ______________
On , 20___, before me, _______________________________, Notary Public, personally
appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public

OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual
 Corporate Officer
Title(s) Title or Type of Document
 Partner(s)  Limited
 General Number of Pages
 Attorney-In-Fact
 Trustee(s)
 Guardian/Conservator Date of Document
 Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
CA-9

CITY OF STANTON

PAYMENT BOND
8940 PACIFIC AVENUE DEMOLITION AND ABATEMENT
KNOW ALL MEN BY THESE PRESENTS That
THAT WHEREAS, the City of Stanton (hereinafter referred to as “City”) has awarded to ____________________, (hereinafter referred to as the “Contractor”) _______________________ an agreement for ______________________________ (hereinafter referred to as the “Project”).

WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated ________________, (hereinafter referred to as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and
WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth.

NOW THEREFORE, we, the Principal and __________________________ as Surety, are held and firmly bound unto the City in the penal sum of ______________ Dollars ($___________) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Section 9100 of the Civil Code, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, all litigation expenses incurred by City in such suit, including reasonable attorneys’ fees, court costs, expert witness fees and investigation expenses.

This bond shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond.

CA-10
It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or City and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned and the provisions of sections 2819 and 2845 of the California Civil Code.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20__.
(Corporate Seal)
Contractor/ Principal
By
Title

(Corporate Seal) Surety
By
Attorney-in-Fact
Title
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached. A Power-of-Attorney authorizing the person signing on behalf of the Surety to do so much be attached hereto.

NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.

CA-11
Notary Acknowledgment
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA
COUNTY OF ______________
On , 20___, before me, _______________________________, Notary Public, personally
appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public

OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual
 Corporate Officer
Title(s) Title or Type of Document
 Partner(s)  Limited
 General Number of Pages
 Attorney-In-Fact
 Trustee(s)
 Guardian/Conservator Date of Document
 Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
CA-12

CITY OF STANTON

COMPENSATION INSURANCE CERTIFICATE
8940 PACIFIC AVENUE DEMOLITION AND ABATEMENT
Pursuant to Section 1861 of the State Labor Code (amended by Stats. 1979, C.373, p. 1343), before beginning work, the Contractor shall furnish to the City Engineer a certificate of insurance for all persons whom he may employ directly or through subcontractors in carrying out the work specified herein, in accordance with the laws of the State of California. Such insurance shall be maintained in full force and effect during the period covered by this contract.

Before beginning work, the Contractor shall furnish to the City Engineer a certificate of insurance as proof that he has taken out full compensation insurance for all persons whom he may employ directly or through subcontractors in carrying out the work specified herein, in accordance with the laws of the State of California. Such insurance shall be maintained in full force and effect during the period covered by this contract.

Contractor, prior to commencing work, shall sign and file with the City of Stanton a certification as follows:

I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this contract.

CONTRACTOR
By:

Title:

Date:

CA-13
Section 3700 of the State Labor Code reads as follows:
"Every employer except the State shall secure the payment of compensation in one or more of the following ways:
(a) By being insured against liability to pay compensation in one or more insurers duly authorized to write compensation insurance in the state. (b) By securing from the Director of Industrial Relations a certificate of consent to self-insure, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self-insure and to pay any compensation that may become due to his employee."
(Amended by Stats, 1978, c. 1379, p. 4571)
Compensation Insurance Certificate
To be submitted with Contract Agreement
1 CITY OF STANTON

REPORT TO CITY COUNCIL
TO: Honorable Mayor and Members of the City Council
DATE: August 27, 2024
SUBJECT: PUBLIC HEARING REGARDING REQUEST TO MODIFY FEES FOR

TRAFFIC VIOLATOR APPREHENSION PROGRAM
REPORT IN BRIEF:

Consideration of adjustment to the Traffic Violator Apprehension Program (TVAP) fees to reflect current operating costs.

RECOMMENDED ACTION:

1. City Council declare that the project is exempt from the California Environmental Quality Act (“CEQA”) under Section 21080(b)(8) of the Public Resources Code and Sections 15061(b)(3) and 15273(a)(1) of Title 14 of the California Code of Regulations because CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA; and

2. Conduct a Public Hearing; and

3. Adopt Resolution No. 2024-29 permitting the Sheriff-Coroner Department to adjust the TVAP fee to $174.00, entitled:
“A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF STANTON, CALIFORNIA, AUTHORIZING THE ORANGE COUNTY SHERIFF’S

DEPARTMENT TO COLLECT ITS UPDATED FEE FOR THE TRAFFIC
VIOLATOR APPREHENSION PROGRAM IN THE CITY OF STANTON”.

BACKGROUND:

Under the Traffic Violator Apprehension Program (TVAP), the Sheriff-Coroner Department charges an administrative fee for the vehicle removal, impound, storage, or release of vehicles. These TVAP fees are collected by the tow yards when the vehicle is released. The current TVAP fee rates have been standardized for all cities and unincorporated areas. With some exceptions, the TVAP charges are collected from the registered owner or an agent of the registered owner for the impounded vehicle.

Item: 10A
Click here to return to the agenda.
2 Therefore, the TVAP ensures that persons whose vehicles are impounded, rather than the public as a whole, bear the administrative costs of such impounds. These TVAP fees are used exclusively to fund the two positions that assist all cities in the county with their tows, field all phone calls to the traffic office regarding the cities’ tows, inspect tow yards, manage tow contracts, and conduct billing for the tow contracts.

ANALYSIS/JUSTIFICATION:

In 2024, the Sheriff-Coroner Department conducted a cost study that determined that the differential in the TVAP fee charged a licensed driver versus a fee charged an unlicensed driver is no longer supported by the actual administrative costs of removing, impounding, storing, and releasing a vehicle. On June 25, 2024, the Board of Supervisors approved adjusting the TVAP fee rates to a flat $174.00 for all vehicle removals. If the new fee rates are not adopted, there would be insufficient funds to maintain the current support staff and service levels for TVAP. As a result, the Sheriff-Coroner Department would either have to charge the City directly to recover the shortfall or reduce their TVAP services to the City.

FISCAL IMPACT:

TVAP fees are collected by the Sheriff-Coroner Department directly, so this action has no direct cost to the City.

ENVIRONMENTAL IMPACT:

In accordance with the requirements of the CEQA, this project has been determined to be exempt under Section 21080(b)(8) of the Public Resources Code and Sections 15061(b)(3) and 15273(a)(1) of Title 14 of the California Code of Regulations because CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.

LEGAL REVIEW:

None.

PUBLIC NOTIFICATION:

On August 13, 2024, the Office of the City Clerk posted a public hearing notification within the City’s three designated public posting locations, the City’s website, through the regular agenda process, and published in The Orange County Register. 3 STRATEGIC PLAN OBJECTIVE(S) ADDRESSED:

Objective No. 4: Ensure fiscal stability and efficiency in governance.

Objective No. 6: Maintain and promote a responsive, high quality and transparent government.

Prepared by: Patricia A. Vazquez, City Clerk
Reviewed by: Michelle Bannigan, Finance Director
Approved by: Hannah Shin-Heydorn, City Manager
Attachment:

A. Proposed Resolution No. 2024-29
B. Orange County Sheriff’s Department Memo
RESOLUTION NO. 2024-29