Thousand Oaks City Council
June 10, 2025

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Project Name: Utility Site Security Cameras (CI 5456)

AGREEMENT FOR GENERAL SERVICES

BETWEEN THE CITY OF THOUSAND OAKS
AND
XIT INC., DBA XIT SOLUTIONS
THIS AGREEMENT is made and entered into this June 10, 2025, by and between the CITY OF THOUSAND OAKS, a municipal corporation (hereinafter referred to as "City"), and XIT INC., DBA XIT SOLUTIONS (hereinafter referred to as "Service Provider"). City and Service Provider agree as follows:

1. RETENTION OF SERVICE PROVIDER
City hereby retains Service Provider, and Service Provider hereby accepts such engagement, to perform the services described in Section 2. Service Provider warrants it has the qualifications, experience, and facilities to properly and timely perform said services.

2. DESCRIPTION OF SERVICES
The general services to be performed by Service Provider are as follows and are more particularly described in the Scope of Work, attached as Exhibit “A”, and incorporated herein: utility site security camera installation, license and integration.

3. COMPENSATION AND PAYMENT
(a) Maximum. The total compensation payable to the Service Provider by City for any and all services under this Agreement SHALL NOT EXCEED the sum of $608,997.84 (herein "not to exceed amount”).
(b) Rate. Service Provider shall be paid lump sum amounts for work performed under this Agreement, according to the schedule listed in Service Provider’s Schedule of Fees, set forth in Exhibit “B”. Any conditional work agreed upon by City’s Project Manager to be billed by negotiated lump sum.

The fixed sum amount set forth in Service Provider's Schedule of Fees, attached as Exhibit "B" shall be binding upon the Service Provider through the term of this Agreement.
(c) Payment. Service Provider shall provide City with written verification of the actual compensation earned, in a form satisfactory to City's Project Manager.

Invoices shall be made according to the payment schedule listed in Service Provider’s Schedule of Fees, set forth in Exhibit “B”. Invoices shall describe the ATTACHMENT #1
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work performed, including, if applicable, a list of hours worked by personnel classification. All payments shall be made within 30 days after the City’s approval of the invoice.
(d) Conditional Work Reserve. Work identified in the Scope of Work, but which cannot be specifically identified until the work progresses, may be agreed upon and authorized by City’s Project Manager. No liability or right to compensation for this work shall exist without such authorization. Costs for these services shall be billed by negotiated lump sum. The available funds shall be limited to those identified as “Reserve” in Exhibit “B”. (e) Extra Services. Additional work not reasonably encompassed by the Scope of Services described in Section 2 may be agreed upon only by execution of a written Amendment to this Agreement. No liability or right to compensation for extra services shall exist without such Amendment.

4. CITY PROJECT MANAGER AND SERVICES BY CITY
The services to be performed by Service Provider shall be accomplished under the general direction of, and in coordination with, City's "Project Manager", as that staff person is designated by City from time to time, and who presently is Bret Sherman.

5. TERMS OF PERFORMANCE
Non-Exclusivity. This Agreement is non-exclusive. City reserves the rights to retain, employ, or contract with other qualified services providers during the term of this Agreement on such occasions and in such circumstances as City shall determine are appropriate.

Ability to Perform. Service Provider warrants that it possesses, or has arranged through subcontracts, all capital and other equipment, labor, materials, and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal, state, county, city, and special district laws, ordinances, and regulations.

Laws to be Observed. Service Provider shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws as well as with Ventura County and City of Thousand Oaks ordinances, regulations and adopted codes during its performance of the work.

Payment of Taxes. The contract prices shall include provision for all taxes that the Service Provider is required to pay. Service provider is responsible for all taxes required to be paid under this Agreement.

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Permits and Licenses. Service Provider shall procure all permits and licenses, pay all charges and fees, and give all necessary or legally required notices.

Prevailing Wage. Service Provider is obligated to pay prevailing wages under the California Labor Code. Service Provider agrees to indemnify, defend and hold City harmless from any claim that prevailing wages should have been paid, and shall be liable for the payment of the same and any penalties thereon. It is the responsibility of the Service Provider to be familiar with the California Labor Code, and failure or neglect of the Service Provider to understand the California Labor Code shall in no way relieve Service Provider from any obligations.

Department of Industrial Relations Requirements. The Work is subject to the payment of not less than prevailing wages under California Labor Code Section 1770 et seq. The work is subject to compliance monitoring and enforcement by the Department of Industrial Relations. No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial relations pursuant to Labor Code section 1725.5.

Apprentices. Public Works contracts of $30,000 or more carry an obligation that all contractors and subcontractors hire apprentices according to the requirements of California Labor Code Section 1777.5. It is Service Provider’s responsibility to submit contract award information as required by the DIR and follow all related requirements. Service Provider agrees to indemnify, defend and hold City harmless from any claim that Service Provider and/or their subcontractors did not appropriately hire apprentices, and shall be liable for the payment of any penalties thereon.

Safety Provisions. Service Provider shall conform to the rules and regulations pertaining to safety established by Occupational Safety & Health Administration (OSHA) and the California Division of Industrial Safety.

Preservation of City Property. Service Provider shall provide and install suitable safeguards, approved by City, to protect City property from injury or damage. If City property is injured or damaged as a result of Service Provider's operations, it shall be replaced or restored within a reasonable time at Service Provider's expense. The facilities shall be replaced or restored to a condition as good as when Service Provider began work.

Subcontractors. Service Provider shall be solely responsible for ensuring that any subcontractors used in completing tasks under the Agreement comply with all pertinent laws and regulations as well as the relevant terms of this Agreement. City shall have no obligation to monitor or oversee subcontractors.

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Immigration Act of 1986. Service Provider warrants on behalf of itself and all subcontractors engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder.

Service Provider Non-Discrimination. In the performance of this work, Service Provider agrees that it will not engage in, nor permit such subcontractors as it may employ, to engage in discrimination in employment of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such persons.

Work Delays. Should Service Provider be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or omission of City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or labor due to federal government restrictions arising out of defense or war programs, then the time of completion may, at City's sole option, be extended for such periods as may be agreed upon by City and Service Provider.

Inspection. Service Provider shall furnish City with every reasonable opportunity for City to ascertain that the services of Service Provider are being performed in accordance with the requirements and intentions of this Agreement. All work done and all materials furnished, if any, shall be subject to City's inspection and approval. The inspection of such work shall not relieve Service Provider of any of its obligations to fulfill its contract requirements.

Audit. Service Provider shall maintain, in accordance with generally accepted accounting principles, complete and accurate records of all activities and operations relating to this Agreement. Records, including but not limited to, timecards, employment records, work progress reports, reimbursements, invoices, project records, proprietary data and information, as well as licensed software and any electronic records shall be kept for a period of four years beyond the termination or expiration of this Agreement. Service Provider agrees that City, or its authorized representative, shall have the right to examine, audit, excerpt, copy or transcribe any of the records pertaining to this Agreement at any time during normal business hours. Service Provider shall reimburse City for all reasonable costs of the audit, including travel time and auditor costs, should such audit reveal an overcharge of five (5) percent or more. Any overcharge will be considered a breach of this Agreement and could be cause for termination. The obligations of this section shall be explicitly included in any subcontracts or other agreements entered into by Service Provider with respect to this Agreement, if allowed by this Agreement.

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6. TERM, PROGRESS AND COMPLETION
This Agreement shall expire on December 31, 2025, unless Service Provider's authorized work assigned before the expiration of the term is not completed by that date. If work has not been completed during the allotted Agreement period, the terms and conditions of the Agreement, including all rights and obligations, shall remain in effect and bind the parties until the work is completed.

Service Provider shall not commence work on the services to be performed until (i) Service Provider furnishes proof of insurance as required by paragraph 9 below, and (ii) City gives written authorization to proceed with the work provided by City’s Project Manager.

7. NO ASSIGNMENT
This Agreement is not assignable by Service Provider without City's prior consent in writing.

8. HOLD HARMLESS AND INDEMNITY
(a) Hold Harmless for Service Provider's Damages. Service Provider holds City, its elected officials, officers, agents, employees and volunteers, harmless from all of Service Provider's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to Service Provider, to Service Provider's employees, to Service Provider’s contractors or subcontractors, or to the owners of Service Provider's firm, which damages, losses, injuries or liability occur during the work or services required under this Agreement, or performance of any activity or work required under this Agreement.
(b) Defense and Indemnity of Third Party Claims/Liability. Service Provider shall indemnify, defend with legal counsel approved by City, and hold harmless City, its officers, officials, employees and volunteers from and against all liability including, but not limited to, loss, damage, expense, cost (including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with Service Provider’s negligence, recklessness or willful misconduct in the performance of work hereunder or its failure to comply with any of its obligations contained in the Agreement, except such loss or damage which is caused by the sole or active negligence or willful misconduct of City. Should conflict of interest principles preclude a single legal counsel from representing both City and Service Provider, or should City otherwise find Service Provider’s legal counsel unacceptable, then Service Provider shall reimburse City its costs of defense, including without limitation reasonable legal counsels fees, expert fees and all other costs and fees of litigation. Service Provider shall promptly pay City any final judgment rendered against City (and its officers, officials, employees and volunteers) with respect to claims determined by a trier of fact to have been the result of Service Provider’s DPW 850-20\ev\Council\2025\061025\CI 5456\Utility Site Security Cameras Att 1.docx

negligent, reckless or wrongful performance. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination or expiration of this Agreement.

Service Provider’s obligations under this section apply regardless of whether or not such claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by an Indemnitee. However, without affecting the rights of City under any provision of this Agreement, Service Provider shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City’s active negligence accounts for only a percentage of the liability involved, the obligation of Service Provider will be for that entire portion or percentage of liability not attributable to the active negligence of City.
(c) Nonwaiver. City does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by City, or the deposit with City, of any insurance certificates or policies described in Section 9.

9. MINIMUM SCOPE AND LIMIT OF INSURANCE
Without limiting Service Provider’s indemnification of City, and prior to commencement of Work, Service Provider shall obtain, provide, and maintain at its own expense during the term of this Agreement, and any extension thereof, policies of insurance of the type and amounts described below and in a form that is satisfactory to City.

Coverage shall be at least as broad as:
(a).Commercial General Liability (CGL): Service Provider shall, at Service Provider’s sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry General Liability insurance coverage at least as broad as Insurance Services form CG 00 01 in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate for bodily injury, personal and advertising injury and property damage, including with limitation, blanket contractual liability.
(b).Automobile Liability: Service Provider shall, at Service Provider’s sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry Automobile Liability insurance coverage at least as broad as Insurance Services form CA 00 01 or the exact equivalent covering bodily injury and property damage for all activities of Service Provider arising out of or in DPW 850-20\ev\Council\2025\061025\CI 5456\Utility Site Security Cameras Att 1.docx

connection with the work to be performed under this Agreement, including coverage of any owned, hired, non-owned, or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c).Worker’s Compensation: Service Provider shall, at Service Provider’s sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry workers’ compensation statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident for bodily injury or disease. Service Provider shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers for all work performed by Service Provider, its employees, agents and subcontractors.

If the Service Provider maintains higher limits than the minimum shown above, City requires and shall be entitled to coverage for the higher limits maintained by Service Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
City, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Service Provider including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Service Provider’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10 10 01 and CG 20 37 10 01 if a later edition is used). The provision shall also apply to any excess liability policies.

In addition, Service Provider shall ensure that the automobile liability policy contains a provision covering City as an additional insured, and shall obtain an endorsement to that effect if it does not.

Excess Insurance
The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. Umbrella or excess policies shall provide coverage at least as broad as specified for underlying coverages and covering those insured in the underlying policies. Coverage shall be “pay on behalf” with defense costs payable in addition to policy limits. There shall be no cross liability exclusion of claims or suits by one insured against the other. Any umbrella or excess insurance shall contain or be endorsed to contain a DPW 850-20\ev\Council\2025\061025\CI 5456\Utility Site Security Cameras Att 1.docx

provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City as required in written contract or agreement before City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

City’s Rights of Enforcement
In the event any policy of insurance required under this Agreement does not comply with these specifications or is cancelled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Service Provider, or City will withhold amounts sufficient to pay premium from Service Provider’s payments. In the alternative, City may cancel this Agreement.

City’s Right to Revise Specifications
City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Service Provider ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Service Provider, City and Service Provider may renegotiate Service Provider's compensation.

Primary and Non-Contributory Coverage
For any claims related to this Agreement, Service Provider's insurance coverage shall be primary insurance as respects City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by City, its officers, officials, employees or volunteers shall be excess of Service Provider's insurance and shall not contribute with it and be at least as broad as CG 20 01 04 13.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to City.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by City. City may require Service Provider to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

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Acceptability of Insurers
All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with a current A.M. Best’s rating of no less than A:VII, (unless otherwise acceptable to City).

Waiver of Subrogation
All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its officers, officials, employees or volunteers or shall specifically allow Service Provider, or others providing insurance evidence in compliance with these specifications, to waive their right of recovery prior to a loss. Service Provider hereby waives his own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. Copies of these waivers shall be submitted to City prior to commencement of work.

Claims Made Policies
If any of the required policies provided coverage on a claims-made basis:
(a). The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of contract work.
(b). Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the work required under this Agreement.
(c). If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Agreement effective date, the Service Provider must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Agreement work.

Verification of Coverage
Service Provider shall provide City with copies of certificates (on City certificate form or an Accord form as modified per City direction) for all policies, with the appropriate named additional insured coverage and an endorsement that they are not subject to cancellation without 30 days prior written notice to City. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive Service Provider's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

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Subcontractors
Service Provider shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Service Provider shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.

10. RELATION OF THE PARTIES
(a) Service Provider is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Service Provider shall at all times be under Service Provider's exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Service Provider or any of Service Provider 's officers, employees, or agents except as set forth in this Agreement. Service Provider shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Service Provider shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner.
(b) No employee benefits shall be available to Service Provider in connection with the performance of this Agreement. Except for the fees paid to Service Provider as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Service Provider for performing services hereunder for City. City shall not be liable for compensation or indemnification to Service Provider for injury or sickness arising out of performing services hereunder.

11. TERMINATION BY CITY
City Manager or his or her designee may terminate any portion or all of the services agreed to be performed under this Agreement by notifying Service Provider in writing thirty (30) calendar days prior to any termination. In the event of such termination, Service Provider shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation for actual work performed and charges outstanding at the time of termination shall be payable by City to Service Provider within 30 days following submission of a final statement by Service Provider.

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12. CORRECTIONS
Service Provider shall correct, at its expense, all errors in the work which may be disclosed during City's review of Service Provider's work. Should Service Provider fail to make such correction in a reasonably timely manner, such correction shall be made by City, and the cost thereof shall be charged to Service Provider.

13. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by Service Provider of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Service Provider for anything done, furnished or relating to Service Provider's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within five (5) calendar days of the receipt of that check, whichever occurs first. However, any approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Service Provider, its employees, subcontractors, agents and consultants for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Service Provider, its employees, subcontractors, agents and consultants.

14. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified.

15. CONFLICT OF INTEREST
Service Provider is unaware of any City employee or official that has a financial interest in Service Provider's business. During the term of this Agreement and/or as a result of being awarded this Agreement, Service Provider shall not offer, encourage or accept any financial interest in Service Provider's business by any City employee or official. If a portion of Service Provider's services called for under this Agreement shall ultimately be paid for by reimbursement from and through an agreement with a developer of any land within City or with a City franchisee, Service Provider warrants that it has not performed any work for such DPW 850-20\ev\Council\2025\061025\CI 5456\Utility Site Security Cameras Att 1.docx

developer/franchisee within the last 12 months, and shall not negotiate, offer or accept any contract or request to perform services for that identified developer/franchisee during the term of this Agreement.

16. NON-APPROPRIATION OF FUNDS
Payments due and payable to Service Provider for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of City funds. In the event City has not appropriated sufficient funds for payment of Service Provider services beyond the current fiscal year, this Agreement shall cover only those costs incurred up to the conclusion of the current fiscal year.

17. GOVERNING LAW; CAPTIONS; ENTIRE AGREEMENT BETWEEN

PARTIES
This Agreement, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California.

The provisions of this Agreement shall be construed as a whole according to its common meaning of purpose of providing a public benefit and not strictly for or against any party. Wherever required by the context, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine or neutral genders or vice versa. The captions or headings in this Agreement are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the Agreement. This Agreement supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering or services, and contains all of the covenants and agreements between the parties with respect to said services. Any modifications of this Agreement will be effective only if it is in writing and signed by the party to be charged.

18. MITIGATION OF DAMAGES
In all situations arising out of this Agreement, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.

19. TAXPAYER IDENTIFICATION NUMBER
Service Provider shall provide City with a complete Request for Taxpayer Identification Number and Certification, Form W-9, as most recently issued by the Internal Revenue Service.

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20. MODIFICATION/AMENDMENT OF AGREEMENT
Any amendment, modification, or variation of the terms or tasks of this Agreement shall be in writing and shall be effective only upon the mutual written approval by the City Manager, or his designee, and Service Provider.

21. AUTHORIZATION
Each party has expressly authorized the execution of this Agreement on its behalf and bind said party and its respective administrators, officers, directors, shareholders, divisions, subsidiaries, agents, employees, successors, assigns, principals, partners, joint venturers, insurance carriers and any others who may claim through it to this Agreement.

22. PARTIAL INVALIDITY
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

23. LEVINE ACT COMPLIANCE
California Government Code section 84308 (Levine Act) prohibits any Thousand Oaks City Council member from participating in any action related to a contract, agreement, or franchise agreement if the councilmember receives a campaign contribution totaling more than $500 (aggregated) from the party to the contract, agreement, or franchise agreement, an agent of the party, or any financially interested participant who actively supports or opposes the matter within the previous twelve (12) months. Councilmembers must also disclose any eligible campaign contribution received on the record of the proceeding.

Councilmembers are also prohibited from soliciting, accepting or directing campaign contributions totaling more than $500 (aggregated) from the applicant or party, an agent of the applicant/party, or any financially interested participant who actively supports or opposes the matter within the previous twelve (12) months, and for twelve (12) months following the date a final decision on the contract/agreement is made.

The Levine Act also requires parties to a contract, agreement, or franchise agreement to disclose any campaign contribution over $500 (aggregated) within the preceding twelve (12) months by the party to the agreement, contract, or franchise agreement. The Levine Act does not apply to contracts under $50,000, competitively bid, labor, or personal employment contracts. An agent to the Service Provider is prohibited from making any contributions whatsoever during this time period.

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In order to assure compliance with these requirements, Service Provider has provided the disclosure requirements identified in the Levine Act Disclosure Form, attached as Exhibit C, incorporated herein by reference, and Service Provider verifies by its signature that it has completed Exhibit C in compliance of these requirements.

Service Provider shall also be responsible for understanding and complying with requirements of Government Code section 84308, which prohibits parties to an agreement, as well as their agents and representatives, from contributing more than $500 (aggregated) to a City Council member of the City of Thousand Oaks for the 12 months prior to the award of this Agreement, and for the 12 months following award of this Agreement. An agent to the Service Provider is prohibited from making any contributions whatsoever during this time period. Where applicable, Service Provider shall disclose any post award campaign contributions prior to seeking an amendment to this Agreement.

24. NOTICES
Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:

TO CITY: City of Thousand Oaks
Attn: Bret Sherman
1993 Rancho Conejo Blvd.

Thousand Oaks, CA 91320
TO SERVICE PROVIDER: XIT Solutions
Attn: Craig May
1112 20th St.

Bakersfield, CA 93301

25. SIGNATURES
(a) Counterparts. This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.
(b) Scanned Signatures. In the event that any signature is delivered by facsimile transmission or submitted electronically as a scanned image (i.e. files with .pdf, .tiff or .jpeg extensions), such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or scanned signature page were an original thereof.

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(c) Digital/Electronic Signatures. This Agreement may be executed through the use of digital or electronic signatures provided they meet the requirements of the Electronic Signatures in Global and National Commerce (ESIGN) Act and the California Uniform Electronic Transactions Act (UETA) and are produced using a City-approved method. The presence of an electronic signature on this document shall be construed as the parties’ consent to do business electronically.

In concurrence and witness whereof, this Agreement has been executed by the parties effective on the date and year first written above.

XIT INC., DBA XIT SOLUTIONS
Craig May, CEO

Araceli Gutierrez-Rojas,
Director of Sales Operations

CITY OF THOUSAND OAKS
__________________________
David Newman, Mayor
ATTEST:

Laura B. Maguire, City Clerk

APPROVED AS TO ADMINISTRATION
Andrew P. Powers, City Manager
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APPROVED BY DEPARTMENT HEAD
Nader Heydari, Public Works Director

APPROVED AS TO FORM
Tracy Friedl, Assistant City Attorney
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EXHIBIT A

SCOPE OF WORK
General Conditions

1. Service Provider shall furnish all necessary tools, equipment, apparatus, labor, services and materials, and manufacturer’s warranties, licenses and end-user agreements to complete this project.

2. City shall provide cell cards for the necessary cellular gateways.

3. Service Provider shall complete all tasks set forth in the six project phases as outlined below and the site tasks that follow.

Phase 1: Project Initiation and Planning

1. Kickoff Meeting
a. Schedule and conduct a project kickoff meeting with City stakeholders. b. Review scope of work, confirm site access requirements, and finalize key milestones.
c. Identify points of contact and communication protocols.

2. Site Surveys and Assessments
a. Perform site surveys for all 23 utility sites and the Olsen Road access gate. b. Verify site conditions and confirm mounting locations for cameras, cellular gateways, and horn speakers.
c. Assess existing equipment for removal and disposal planning.

3. Approval of Final Project Plan
a. Submit a full project plan, including timelines, resources, and deliverables, for City approval.

Phase 2: Procurement and Pre-Installation Preparations

1. Procurement of Equipment
a. Order required Verkada cameras, cellular gateways, horn speakers, and magnetic mounts as specified in the site tasks below.
b. Coordinate with vendors to ensure timely delivery of materials.

2. Pre-Installation Configurations
a. Pre-configure cameras, gateways, and related equipment to align with City requirements.
b. Conduct initial testing of hardware and software systems to ensure compatibility.

3. Disposal Plan Implementation
a. Finalize the disposal plan for existing Axis cameras and local NVRs.

Phase 3: Equipment Installation

1. Removal of Existing Equipment
a. Safely remove all existing Axis cameras and NVRs from designated sites. b. Isolate and properly dispose of equipment per environmental standards.

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2. Installation of New Equipment
a. Install Verkada cameras, following specifications in the site tasks. b. Add devices to the Verkada Command platform.
c. Set up Cellular Gateways at each site and integrate them with the installed cameras.
d. Install Horn Speakers at specified locations.
e. Secure conduits and magnetic mounts on reservoirs as required.

3. Align and focus cameras in collaboration with City Staff to meet coverage requirements

4. Site Tasks
a. Complete installations site by site, ensuring adherence to timelines and quality standards.
b. Verify functionality at each site before moving to the next.

Phase 4: Testing and Quality Assurance

1. System Testing
a. Conduct thorough testing of all installed cameras, gateways, and speakers. b. Test live streaming, video retention, and cellular connectivity.

2. Demonstration and Review
a. Provide the City with demonstrations of installed systems, ensuring compliance with specifications.
b. Address any feedback and make adjustments as necessary.

3. Final Inspections
a. Perform final inspections at all sites to confirm the proper installation of equipment.

Phase 5: Training and Handover

1. Staff Training
a. Conduct training sessions for City personnel, covering system operation, analytics, and maintenance procedures.
b. Provide user manuals and documentation for future reference.

2. Project Handover
a. Submit to City as-built documentation, 10-year Verkada (manufacturer) hardware warranties, software licenses and end user agreements. Sample copies of Verkada end-user agreements are attached as Appendices A and B to this Scope of Work and incorporated herein.
b. Complete a final walkthrough with City Project Manager to ensure satisfaction.

Phase 6: Ongoing Support (Post-Completion)

1. Post-Installation Support
a. Offer ongoing technical support for 90 days following project completion. b. Address any issues or concerns raised during this period.

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Site Tasks

1. Kelly Pump Station: 452 Whitegate Rd
a. Service Provider Shall:
i. Remove and replace existing camera at gate with (1) CD52 Camera ii. Install (1) CD52 Camera and necessary conduit at hatch. Requires new magnetic mounts.
iii. Install (1) CD52 Camera on pump station corner facing level indicator and ladder; mounted to existing 20-ft RMC 2-in pole.
iv. Replace existing camera inside pump station with (1) CD42 Camera v. Install (2) GC31 Cellular Gateways
vi. Install (1) BZ11 Horn Speaker

2. Ventu Park Pump Station and Reservoir: 1415 Kathleen Drive a. Service Provider Shall:
i. Replace existing camera and pathway in pump station with (1) CD42 Camera ii. Install (2) CB52 Cameras at existing SCADA pole on hill iii. Install (1) CD52 Camera on backside of pump station iv. Install (2) GC31 Cellular Gateways
v. Install (1) BZ11 Horn Speaker

3. Rolling Oaks Pump Station: 255 South Rancho Road
a. Service Provider Shall:
i. Remove and replace existing camera inside pump station with (1) CD42 Camera
ii. Install (1) CF81 Camera on exterior corner
iii. Install (1) GC31 Cellular Gateway
iv. Install (1) BZ11 Horn Speaker

4. Rolling Oaks Reservoir: 511 Rimrock Road
a. Service Provider Shall:
i. Install (1) CD52 Camera and necessary conduit on top of reservoir to focus on ladder and hatch. Requires new magnetic mounts.
ii. Install (1) CD52 Camera on top of reservoir focused on gate. Utilize conduit from item 4(a)(i).
iii. Install (1) GC31 Cellular Gateway
iv. Install (1) BZ11 Horn Speaker
v. Install (1) switch that allows adding additional ports for devices to connect to the cellular gateway.

5. Willow Lane Pump Station and Reservoir: 385 Conejo Ridge Avenue a. Service Provider Shall:
i. Remove and replace existing camera on exterior of pump with (1) CB52 DPW 850-20\ev\Council\2025\061025\CI 5456\Utility Site Security Cameras Att 1.docx

Camera exterior of pump station facing gate.
ii. Install (1) CD52 Camera on exterior of pump facing door iii. Remove and replace existing camera inside pump station with (1) CD42 Camera.
iv. Install (1) CD52 Camera and necessary conduit on top of reservoir facing hatch. Requires new magnetic mounts.
v. Install (2) GC31 Cellular Gateways.
vi. Install (1) BZ11 Horn Speaker.

6. Freeway Reservoir: 369 Fairview Road
a. Service Provider Shall:
i. Install (1) CD52 Camera and necessary conduit on top of reservoir facing hatch. Requires new magnetic mounts.
ii. Install (1) CD52 Camera top of reservoir focused on ladder and gate. Use large arm mount for positioning camera.
iii. Install (1) BZ11 Horn Speaker.
iv. Install (1) GC31 Cellular Gateway needs.
v. Install (1) switch that allows adding additional ports for devices to connect to the cellular gateway.

7. La Granada Pump Station and Reservoir: 2354 Mountain Cresent Circle a. All Cameras will require conduit pathway including interior b. Service Provider Shall:
i. Install (1) CB52 Camera on exterior pump station facing gate. ii. Install (1) CB52 Camera exterior pump station facing reservoir ladder. iii. Install (1) CD42 Camera interior pump station.
iv. Install (1) CD52 Camera on top of reservoir facing hatch. v. Install (1) BZ11 Horn Speaker.
vi. Install (2) GC31 Cellular Gateways.

8. Lone Oak Pump Station: 560 Lone Oak Drive
a. Service Provider Shall:
i. Remove and replace existing camera inside pump station with (1) CD42 Camera.
ii. Remove and replace existing exterior camera facing driveway entrance with (1) CD52 Camera.
iii. Install (1) BZ11 Horn Speaker.
iv. Install (1) GC31 Cellular Gateway.

9. Meadows Reservoir: 1683 Shadow Oaks Place
a. Service Provider Shall:
i. Install (2) CD52 Cameras mounted on existing pole.

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ii. Install (1) BZ11 Horn Speaker needs.
iii. Install (1) GC31 Cellular Gateway.

10.Wilder Pump Station and Reservoir: 1630 Wilder Street a. Service Provider Shall:
i. Remove and replace existing camera on pole inside main gate with (1) CD52 Camera.
ii. Install (1) CD52 Camera on top of reservoir facing hatch. iii. Remove and replace existing camera inside pump station with (1) CD42 Camera.
iv. Remove and replace existing camera on exterior of pump station with (1) CD42 Camera exterior pump station watching door.
v. Install (1) BZ11 Horn Speaker.
vi. Install (2) GC31 Cellular Gateways.

11.Grissom Pump Station and Reservoir: 1619 Grissom Street a. Service Provider Shall:
i. Remove and replace existing camera on interior of pump station with (1) CD42 Camera interior pump station.
ii. Remove and replace existing camera on exterior of pump station with (1) CD52 Camera exterior pump station focused on both ladders.
iii. Install (1) CD52 Camera at existing pole at main gate. iv. Install (1) CD52 Camera and necessary conduit on top of reservoir facing hatch on both reservoirs. Requires new magnetic mounts.
v. Install (1) BZ11 Horn Speaker.
vi. Install (2) GC31 Cellular Gateways.

12.Erbes Road Pump Station: 2106 Erbes Road
a. Service Provider Shall:
i. Remove and replace existing camera on exterior of pump station with (1) CD42 Camera, facing gate and equipment.
ii. Remove and replace existing camera on interior of pump station with (1) CD42 Camera.
iii. Install (1) BZ11 Horn Speaker.
iv. Install (1) GC31 Cellular Gateway.

13.Sunset I Pump Station: 4025 Lemonberry Place
a. Service Provider Shall:
i. Remove and replace existing camera on interior of pump station with (1) CD42 Camera.
ii. Remove and replace existing camera on exterior of pump station with (1) CD42 Camera exterior pump station, requires new arm mount for camera. iii. Install (1) BZ11 Horn Speaker.

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iv. Install (2) GC31 Cellular Gateways.

14.Lawrence Lift Station: 2500 W. Hillcrest Drive
a. Service Provider Shall:
i. Install (3) CD42 Cameras and necessary conduit on exterior pump station, 1 at front door, 1 at side door, and 1 at rear door. Requires interior conduits for all three cameras.
ii. Remove and replace existing camera on interior of pump station with (1) CD42 Camera.
iii. Install (1) BZ11 Horn Speaker.
iv. Install (2) GC31 Cellular Gateways.

15.Olsen Road Lift Station: 2051 Olsen Road
a. Service Provider Shall:
i. Install (1) CD52 Camera and necessary conduit on existing pole, to overlook waste pit.
ii. Install (1) CD42 Camera interior pump station.
iii. Install (2) CD52 Cameras exterior pump station, 1 at door, 1 at generator. iv. Install (2) GC31 Cellular Gateways.
v. Install (1) BZ11 Horn Speaker.
vi. Install (1) switch that allows adding additional ports for devices to connect to the cellular gateway.

16.Olsen Road Electric Access Gate: 2051 Olsen Road
a. Service Provider Shall:
i. Install (2) CD52 Cameras and necessary conduit mounted to existing pole to face both directions with a view to see who rams/damages gate. ii. Install (1) GC31 Cellular Gateway.
iii. Pull local power from gate, located in watertight box at pole.

17.Sunset II Pump Station and Reservoir: 2240 Fernleaf Court a. Service Provider Shall:
i. Remove and replace existing camera on exterior of pump station with (1) CD52 Camera at existing pole.
ii. Install (1) CD52 Camera exterior pump station.
iii. Remove and replace existing camera on interior of pump station with (1) CD42 Camera.
iv. Install (1) CD52 Camera on top of reservoir to face hatch. v. Install (2) GC31 Cellular Gateways.
vi. Install (1) BZ11 Horn Speaker.

18.Sunset III Pump Station and Reservoir: 2615 McCrea Road a. Service Provider Shall:

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i. Remove and replace existing camera on exterior of pump station with (1) CD52 Camera.
ii. Remove and replace existing camera on interior of pump station with (1) CD42 Camera.
iii. Install (1) CD52 Camera facing level controller on reservoir. Add wireless hop that will pull power/network from existing setup without running new conduit, from the existing light pole.
iv. Install (1) CD52 Camera and necessary conduit at hatch. v. Install (2) GC31 Cellular Gateways.
vi. Install (1) BZ11 Horn Speaker.

19.Lang Ranch Pump Station and Reservoir: 2237 Peak Place a. Service Provider Shall:
i. Remove and replace existing camera on exterior of pump station with (1) CD52 Camera exterior reservoir facing front gate (Peak Place). ii. Remove and replace existing camera on exterior of pump station with (1) CD52 Camera exterior pump station facing rear gate (Sunset Hills). iii. Install (1) CD52 Camera exterior facing pumps and pump station gate. iv. Install (1) CD52 Camera top of reservoir facing hatches. v. Remove and replace existing camera on interior of pump station with (1) CD42 Camera.
vi. Remove and replace existing camera on exterior of pump station with (1) CD52 Camera exterior pump station facing level control and ladder. vii. Install (3) GC31 Cellular Gateways.
viii.Install (1) BZ11 Horn Speaker.

20.Pederson Pump Station and Reservoir: 1551 Pederson Road a. Service Provider Shall:
i. Remove and replace existing camera on interior of pump station with (1) CD42 Camera.
ii. Remove and replace existing camera on exterior of pump station with (1) CB52 Camera exterior top of reservoir.
iii. Install (1) CD52 Camera and necessary conduit on exterior pump facing shed and door.
iv. Install (1) CD52 Camera and necessary conduit on existing pole to face front gate.
v. Install (2) GC31 Cellular Gateways.
vi. Install (1) BZ11 Horn Speaker.

21.Northwood Booster Station: 3070 Northwood Parkway
a. Service Provider Shall:
i. Remove and replace existing camera on interior of pump station with (2) CD42 Camera.

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ii. Install (1) CD52 Camera and necessary conduit on exterior pump facing street. iii. Install (2) GC31 Cellular Gateways.
iv. Install (1) BZ11 Horn Speaker.

22.Tara Reservoir: 3100 Northwood Parkway
a. Service Provider Shall:
i. Install (1) CD52 Camera and necessary conduit on top of reservoir facing gate.

Requires new magnetic mounts.
ii. Install (1) CD52 Camera on top of reservoir facing hatch. Utilize conduit from 22(a)(i) above.
iii. Install (1) GC31 Cellular Gateway.
iv. Install (1) BZ11 Horn Speaker.

23.Oakbrook Reservoir: 2228 Westlake Blvd
a. Service Provider Shall:
i. Install (2) CD52 Cameras and necessary conduit on top of reservoir facing hatch and gate. Requires new magnetic mounts.
ii. Install (1) BZ11 Horn Speaker.
iii. Install (1) GC31 Cellular Gateway.

24.Los Arboles Pump Station: 2655 E. Avenida De Los Arboles a. Service Provider Shall:
i. Install (1) CD52 Camera and necessary conduit on exterior pump station mounted left side of the door to capture door entry and driveway. ii. Install (1) CD42 Camera interior pump station.
iii. Install (1) BZ11 Horn Speaker.
iv. Install (1) GC31 Cellular Gateway.

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APPENDIX A
End User Agreement
This End User Agreement (“Agreement") is entered into by and between Verkada Inc. (“Verkada”) and you, the end customer and user (“Customer”) and governs use of the Products (as defined below), either in connection with a purchase of the Products or use of the Products for evaluation purposes as part of a trial. Customer is under no obligation to purchase the evaluation Products used in a trial but will be invoiced for Products not purchased or returned following the expiration of the trial period.

By accepting this Agreement, whether by clicking a box indicating its acceptance, navigating through a login page where a link to this Agreement is provided, executing a Purchase Order that references this Agreement, or providing another form of electronic acceptance, Customer agrees to be bound by its terms. If you are accepting this Agreement on behalf of Customer, you represent and warrant that you have full legal authority to bind Customer to this Agreement. If Customer and Verkada have executed a written agreement governing Customer’s access to and use of the Products, then the terms of such signed agreement will govern and will supersede this Agreement.

This Agreement is effective between Verkada and the Customer as of the earlier of the date that Customer accepts the terms of this Agreement as indicated above or first accesses or uses any of the Products (the “Effective Date”). Verkada reserves the right to modify or update the terms of this Agreement in its discretion, the effective date of which will be the earlier of (i) 30 days from the date of such update or modification and (ii) Customer’s continued use of the Products.

Verkada and Customer hereby agree as follows.

1. DEFINITIONS
The definitions of certain capitalized terms used in this Agreement are set forth below.

Others are defined in the body of the Agreement.
“Claim” means any third party claim, action, demand, suit, or proceeding made or brought against a party to this Agreement.
“Customer Data” means all data provided by Customer to Verkada through the Products but excludes System Data (defined below).
“Documentation” means the online documentation regarding the Hardware, available at www.verkada.com/docs/ or as otherwise provided within the Hosted Software. “DPA” means the then-current Data Processing Addendum available at https://legal.verkada.com/#cdpa.
“Firmware” means the software developed and maintained by Verkada that is stored on the Hardware and enables the basic functioning of the Hardware and its communication with the Hosted Software.

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“Hardware” means the Verkada hardware products, including security cameras, access control units, alarm units, and environmental sensors.
“Hosted Software” means Verkada’s Software-as-a-Service system, currently known as “Command,” and related infrastructure made available to Customer to manage and configure the Hardware.
“License” means each license SKU set forth on a Purchase Order. “License Term” means, subject to Section 2.1 below, the period starting on Product shipment and continuing for the length of time indicated in the License SKU set forth on the applicable Purchase Order (plus a 30 day period).
“Partner” means a third-party authorized by Verkada to resell the Products, to whom Customer has delivered an ordering document to purchase such Products. "Product Feature(s)” means a unique feature set within the Hosted Software that is identified by a particular stock keeping unit (SKU) on a Purchase Order. “Products” means, collectively, the Software, Hardware, Product Features, Documentation, and all modifications, updates, and upgrades thereto and derivative works thereof.
“Product-Specific Terms” means the then-current terms for certain features, functionality, and/or services included as part of or with the Products available at https://legal.verkada.com/#product-specific-terms.
“Purchase Order” means each order document submitted to Verkada by a Partner on behalf of Customer, and accepted by Verkada, indicating Partner’s firm commitment to purchase the Products for the prices set forth therein. “Service Level Agreement” means the then-current Service Level Agreement available at https://legal.verkada.com/#sla.
“Software” means the Firmware, Hosted Software, and any other software that Verkada makes available for download by the Customer.
“Support” means the technical support services and resources available at www.verkada.com/support.
"Supported Third Party Devices" means non-Verkada hardware products, including certain third party wireless locks and/or video cameras, which Customer may manage via the Software.
“System Data” means configuration information, log and event data, Product performance data, and statistics regarding Customer’s use of the Products. “Users” means employees of Customer, or other third parties, each of whom are authorized by Customer to use the Products on Customer’s behalf.

2. LICENSE AND RESTRICTIONS
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2.1. License to Customer. When Customer purchases a License, Verkada grants Customer a royalty-free, nonexclusive, non-transferable (except under Section 12) worldwide right during the License Term to use the Software, subject to the terms of this Agreement. Customer must purchase one or more Licenses to use the Software for at least the number and type of Hardware units, Supported Third Party Devices, and/or Product Features that the Customer manages by means of the Software (collectively, “Valid Licensing”); however, Customer may authorize an unlimited number of Users to access and use the Software. If Customer purchases additional Licenses, either in connection with the purchase of additional Hardware units or renewal of Licenses for existing Hardware units, the overall License Term will be modified such that the License Term for all Licenses purchased will expire and terminate on the same date. If Customer does not maintain Valid Licensing, then (i) Customer will have limited or no access to Customer Data, Product Features, and the Software, and (ii) the Hardware will not function as designed. Certain Products are subject to the Product-Specific Terms.

2.2. License to Verkada. During the License Term, Customer will transfer Customer Data to Verkada while using the Products. Customer grants Verkada a non-exclusive right and license to use, reproduce, modify, store, and process Customer Data solely to maintain the Products and provide them to Customer. Customer represents and warrants that it possesses the necessary rights and authority to grant Verkada the rights set forth in this Section 2.2 with respect to Customer Data.

2.3. Restrictions. Customer will not and will ensure its Users do not: (i) use (or allow a third party to use) the Products for any competitive purposes (other than for routine product comparison purposes), including monitoring or testing their availability, security, performance, or functionality, in each case without Verkada’s express written consent; (ii) market, sublicense, resell, lease, loan, transfer, or otherwise commercially exploit the Products; (iii) modify, create derivative works, decompile, reverse engineer, attempt to gain access to the source code, tamper with the Hardware, or copy the Products or any of their components; (iv) collect any Customer Data with the Products without first providing all required notices or obtaining necessary licenses, authorizations, approvals, or consents (including from data subjects) as required under applicable law; or (v) use the Products to conduct any fraudulent or malicious activities or otherwise in violation of applicable law or regulation (each of (i) through (v), a “Prohibited Use”).

3. COURTESY RETURNS; HARDWARE WARRANTY AND WARRANTY RETURNS

3.1. Courtesy Returns. Customer may return up to $250,000 worth of Products (as reflected in the net price set forth on one or more Purchase Order(s)) for any reason within the 30-day period starting on the shipment date of such Products (a “Courtesy Return”).

To initiate a Courtesy Return, Customer must send a request for a Courtesy Return by email within such 30-day period either to (a) the Partner that submitted the Purchase Order(s) for the Products to be returned or (b) the Verkada sales representative responsible for Customer’s account, and include the serial numbers of the Products to be returned.

3.2. Hardware Warranty. Verkada represents to the original purchaser and user of the Hardware that, for the period set forth in the applicable Documentation from the date of DPW 850-20\ev\Council\2025\061025\CI 5456\Utility Site Security Cameras Att 1.docx

shipment to the location specified on the Purchase Order, the Hardware will be substantially free of defects in materials and workmanship (“Hardware Warranty”).

3.3. Remedy for Breach of Hardware Warranty. Customer’s sole and exclusive remedy and Verkada’s (and its suppliers’ and licensors') sole and exclusive liability for a breach of the Hardware Warranty will be, in Verkada’s sole discretion, to replace the non- conforming Hardware. Replacement may be made with a new or refurbished product or components. If the Hardware or a component within it is no longer available, then Verkada may replace the Hardware unit with a similar product of similar function. Any Hardware unit that has been replaced under the Hardware Warranty will be covered by the terms of the Hardware Warranty for the longer of (a) 90 days from the date of the delivery, or (b) the remainder of the original Hardware Warranty period. Customers engaging in a Prohibited Use serves to void the Hardware Warranty.

3.4. Warranty Returns. To request a return under the Hardware Warranty, Customer must notify Verkada or the Partner within the Hardware Warranty period. To initiate a return directly to Verkada, Customer must send a return request to Verkada at [email protected] and clearly state details on where and when Customer purchased the Hardware, the serial numbers of the applicable Hardware unit(s), Customer’s reason for returning the Hardware, and Customer’s name, mailing address, email address, and daytime phone number. If approved, Verkada will provide Customer with a Return Materials Authorization (“RMA”) and prepaid shipping label via email that must be included with Customer’s return shipment to Verkada. Customer must return the Hardware unit(s) listed in the RMA with all included accessories with the RMA within the 14 days following the day on which Verkada issued the RMA.

4. VERKADA OBLIGATIONS

4.1. General. Verkada will provide the Products in conformance with this Agreement, the Purchase Order(s), and applicable Documentation.

4.2. Availability. Verkada will make the Hosted Software available in accordance with the terms of the Service Level Agreement.

4.3. Support. Verkada will provide Support to Customer in order to resolve any errors, bugs, or similar issues Customer experiences with the Products or provide a suitable workaround. The fee for Support is included in the cost of the License. As part of a Support case, Customer may grant access, in its sole discretion, to a member of Verkada’s Support team through functionality provided in the Hosted Software for a length of time determined by Customer.

4.4. Maintenance. Verkada will use commercially reasonable efforts to maintain the Products and implement updates, upgrades, and fixes as necessary to meet its obligations under this Agreement.

5. CUSTOMER OBLIGATIONS

5.1. Payment; Compliance. Customer is responsible for paying Partner for the Products pursuant to Partner’s invoice(s). If Customer is delinquent on fees, Verkada may pursue DPW 850-20\ev\Council\2025\061025\CI 5456\Utility Site Security Cameras Att 1.docx

payment directly from Customer if Partner is unable to or chooses not to pursue such fees itself. Customer will, and will ensure its Users, use the Products only in accordance with the Documentation and in compliance with all applicable laws. Customer will not export or re-export the Products or use the Products to provide services in violation of applicable export and economic sanctions laws and regulations. If Customer operates in a regulated industry, Customer represents that it has obtained all necessary licenses and/or permits necessary to operate its business and complies with all applicable laws regarding the conduct of its business. Verkada reserves the right to suspend use of any Products operating in violation of the obligations of this Section 5.1, following written notice to Customer.

5.2. Account Administration. Customer is responsible for identifying individuals within Customer’s organization to act as administrator(s) of Customer’s account. Such person(s) will, among other things, monitor and manage access privileges of other Users and have the authority to act for Customer in connection with any actions, such as feature opt-ins, taken by such persons within the Hosted Software. Customer will verify, including ensuring that any third-party installer verifies, that all Hardware Products purchased are properly claimed into Customer’s account within the Hosted Software before installation, and on renewal, as described in the Documentation.

6. TERM AND TERMINATION

6.1. Term. The term of this Agreement will commence on the Effective Date and will continue for the duration of the License Term.

6.2. Termination for Cause; Suspension. Either party may terminate this Agreement for cause (i) if the other party commits a material breach of this Agreement and, if such breach is capable of remedy, fails to remedy the breach within 30 days of being notified to do so;, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. For purposes of clarity, a material breach of the Agreement includes Customer’s failure to purchase and/or maintain a sufficient number of Licenses, as required by Section 2.1. Verkada may temporarily suspend Customer’s use of the Products or access to the Hosted Software if necessary to comply with applicable law.

6.3. Effect of Termination. If the Agreement expires or terminates, then all rights to access the Hosted Software (including Customer Data) will terminate. If Customer terminates this Agreement in accordance with Section 6.2, then Verkada will refund Customer (via the Partner) a pro rata portion of any prepaid fees applicable to the remaining License Term. The following provisions will survive any expiration or termination of the Agreement: Sections 2.3, 6.3, 7, 9, 10, 11, and 12, and any other provisions that, by their nature, would reasonably be considered intended to survive.

7. CONFIDENTIALITY

7.1 Confidential Information. Except as explicitly excluded below, any information of a confidential or proprietary nature provided by a party (“Disclosing Party”) to the other party (“Receiving Party”) constitutes the Disclosing Party’s confidential information DPW 850-20\ev\Council\2025\061025\CI 5456\Utility Site Security Cameras Att 1.docx

(“Confidential Information”). Verkada’s Confidential Information includes the Products and any information conveyed to Customer in connection with Support. Customer’s Confidential Information includes Customer Data. Confidential Information does not include information which is: (i) already known by the receiving party without an obligation of confidentiality other than under this Agreement; (ii) publicly known through no fault of the Receiving Party; (iii) rightfully received from a third party without a confidentiality obligation to the Disclosing Party; or (iv) independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information.

7.2. Confidentiality Obligations. Each party will use the Confidential Information of the other party only as necessary to perform its obligations under this Agreement, will not disclose the Confidential Information to any third party, and will protect the confidentiality of the Disclosing Party’s Confidential Information with a reasonable standard of care.

Notwithstanding the foregoing, the Receiving Party may share the other party’s Confidential Information with those of its employees, agents and representatives who have a need to know such information and who are bound by confidentiality obligations at least as restrictive as those contained herein (each, a “Representative”). Each party shall be responsible for any breach of confidentiality by its Representatives.

7.3. Additional Exclusions. A Receiving Party will not violate its confidentiality obligations if it discloses the Disclosing Party’s Confidential Information if required by applicable law, including by court order, subpoena, or similar instrument so long as the Receiving Party (if legally permitted) provides the Disclosing Party with written notice of the required disclosure to allow the Disclosing Party to contest or seek to limit the disclosure or obtain a protective order. If no protective order or other remedy is obtained, the Receiving Party will furnish only that portion of the Confidential Information that is legally required, and agrees to exercise reasonable efforts to ensure that confidential treatment will be accorded to the Confidential Information so disclosed.

8. DATA PROTECTION
Verkada secures the Software and Customer Data in accordance with the security practices available at www.verkada.com/trust/security-controls. Verkada will process all Customer Data in accordance with the DPA.

9. OWNERSHIP

9.1. Verkada Property. Verkada owns and retains all right, title, and interest in and to the Software and the System Data, and owns all intellectual property embodied in the Hardware and accessories. Except for the limited license granted to Customer in Section

2.1, Verkada does not transfer any rights in the Products to Customer, and Customer will take no action inconsistent with Verkada’s intellectual property rights in the Products.

9.2. Customer Property. Customer owns and retains all right, title, and interest in and to the Customer Data and does not transfer any rights in the Customer Data to Verkada, except for the limited license set forth in Section 2.2.

10. INDEMNIFICATION
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10.1. By Verkada. Verkada will indemnify and defend Customer, its affiliates, and their respective owners, directors, members, officers, and employees (collectively, “Customer Indemnitees”) from and against any Claim, and the attorneys’ fees and court and investigative costs of Customer Indemnitees, alleging that Customer’s use of the Products infringes or misappropriates any patent, trademark, copyright, or any other intellectual property of such third party.

Verkada will pay any damages finally awarded against any Customer Indemnitees by a court of competent jurisdiction as a result of any such Claim, or any final settlement of such Claim, so long as Customer (i) gives Verkada prompt written notice of the Claim, (ii) gives Verkada sole control of the defense and settlement of the Claim (provided that Verkada may not settle any Claim without the Customer Indemnitee’s written consent, which will not be unreasonably withheld), and (iii) provides to Verkada all reasonable assistance, at Verkada’s request and expense.

If Customer’s right to use the Products hereunder is, or in Verkada’s opinion is likely to be, enjoined as the result of a Claim, then Verkada may, at Verkada’s sole option and expense procure for Customer the right to continue using the Products under the terms of this Agreement, or replace or modify the Products so as to be non-infringing and substantially equivalent in function to the claimed infringing or enjoined Products.

Verkada will have no indemnification obligations under this Section 10.1 to the extent that a Claim is based on or arises from: (a) use of the Products in a manner other than as expressly permitted in this Agreement; (b) any alteration or modification of the Products except as expressly authorized by Verkada; (c) the combination of the Products with any other software, product, or services (to the extent that the alleged infringement arises from such combination); or (d) specifications provided by Customer. This Section

10.1 sets forth Verkada’s sole and exclusive liability, and Customer’s exclusive remedies, for any Claim of infringement or misappropriation of intellectual property.

10.2. By Customer. Customer will indemnify and defend Verkada, its affiliates, and their respective owners, directors, members, officers, and employees (together, the “Verkada Indemnitees”) from and against any Claim, and the attorneys’ fees and court and investigative costs of Verkada Indemnitees, related to: (a) Customer or its Users engaging in a Prohibited Use; and (b) Customer’s indemnity obligations under the Product-Specific Terms (if applicable). Customer will pay any damages finally awarded against any Verkada Indemnitee by a court of competent jurisdiction as a result of any such Claim, or any final settlement of such Claim, so long as Verkada (i) gives Customer prompt written notice of the Claim, (ii) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle any Claim without Verkada’s prior written consent which will not be unreasonably withheld), and (iii) provides to Customer all reasonable assistance, at Customer’s request and expense.

11. LIMITATIONS OF LIABILITY

11.1. Disclaimer. EXCEPT FOR THE WARRANTIES EXPLICITLY SET FORTH IN THIS

AGREEMENT, VERKADA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND,

WHETHER EXPRESS, IMPLIED, OR STATUTORY RELATING TO THE PRODUCTS DPW 850-20\ev\Council\2025\061025\CI 5456\Utility Site Security Cameras Att 1.docx

OR SUPPORT, OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT. WITHOUT LIMITING THE

FOREGOING, VERKADA HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, AND TITLE. VERKADA DOES NOT WARRANT THAT THE PRODUCTS WILL MEET CUSTOMER’S NEEDS OR EXPECTATIONS, THAT USE OF

THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. VERKADA MAKES NO REPRESENTATIONS OR

WARRANTIES AS TO THE ACCURACY OR RELIABILITY OF ANY FEATURES WITHIN

THE HOSTED SOFTWARE THAT MAKE USE OF ARTIFICIAL INTELLIGENCE OR

MACHINE LEARNING MODELS, INCLUDING FACIAL RECOGNITION TECHNOLOGY,

AND DISCLAIMS ANY RESPONSIBILITY OR WARRANTY, EXPRESS OR IMPLIED,

WITH RESPECT TO ANY FALSE IDENTIFICATION OR MISIDENTIFICATION ARISING FROM USE OF SUCH FEATURES. CUSTOMER AGREES THAT THESE FEATURES ARE PROVIDED ON AN “AS IS” BASIS, AND THE ENTIRE RISK AS TO THE

PERFORMANCE OF THESE FEATURES AND THE QUALITY OF THE INFORMATION DERIVED THEREFROM IS WITH CUSTOMER. IF ANY OF SUCH INFORMATION IS INCORRECT, CUSTOMER ASSUMES THE COST OF ANY CORRECTION.

11.2. No Consequential Damages. NEITHER PARTY, NOR ITS AFFILIATES, NOR THE

OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR

REPRESENTATIVES OF ANY OF THEM, WILL BE LIABLE TO THE OTHER PARTY

FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL

DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, THAT MAY ARISE

OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE OTHER

PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH

DAMAGES OR COSTS OCCURRING AND WHETHER SUCH LIABILITY IS BASED ON

CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.

11.3. Direct Damages Cap. EXCEPT WITH RESPECT TO EXCLUDED CLAIMS AND

UNCAPPED CLAIMS, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF EITHER

PARTY, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS,

EMPLOYEES, SHAREHOLDERS, AGENTS AND REPRESENTATIVES, TO THE

OTHER PARTY FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING

FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR IN

ANY WAY RELATED TO THIS AGREEMENT, EXCEED THE TOTAL AMOUNT PAID

OR PAYABLE BY CUSTOMER FOR THE USE OF THE PRODUCTS UNDER THIS AGREEMENT DURING THE 24-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM (THE “FEES PAID”).

THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS

AGREEMENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES WHICH WILL BE THE CLAIMANT’S SOLE AND EXCLUSIVE REMEDY.

11.4. Excluded Claims Cap. “Excluded Claims” means any claim and/or liability associated with: (a) both party’s indemnification obligations in Section 10; (b) any breach by Verkada of the DPA, Section 8 (Data Protection), or other data privacy and security DPW 850-20\ev\Council\2025\061025\CI 5456\Utility Site Security Cameras Att 1.docx

obligations. Each party’s total, cumulative liability for all Excluded Claims will not exceed two (2) times the Fees Paid.

11.5. Uncapped Claims. “Uncapped Claims” means any claim or liability associated with:
(a) Customer’s breach of Section 2.2 (License to Customer Data), Section

5.1 (Compliance), and Sections A.3 and A.7 of the Product-Specific Terms (if applicable); (b) either Party’s breach of confidentiality (but excluding any liability associated with Verkada’s security obligations with respect to Customer Data, which remains subject to the Excluded Claims cap); or (c) any liability of a Party which cannot be limited under applicable law, including gross negligence, recklessness, or intentional misconduct.

Neither Party will be entitled to any limit on direct damages as set forth in Section 11.3 with respect to Uncapped Claims.

12. MISCELLANEOUS
This Agreement, including the DPA, Product-Specific Terms, and the Service Level Agreement, which are hereby incorporated by reference into the Agreement, is the entire agreement between Customer and Verkada and supersedes all prior or contemporaneous agreements and understandings concerning its subject matter.

Customer and Verkada are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, or agency between Customer and Verkada. Failure to exercise any right under this Agreement will not constitute a waiver.

There are no third-party beneficiaries to this Agreement. Any notice provided by one party to the other under this Agreement will be in writing and sent either (i) by overnight courier or certified mail (receipt requested), in the case of Customer to Customer’s address on record in Verkada’s account information and in the case of Verkada, to 406 E. 3 rd Ave., San Mateo, CA 94401, or (ii) by electronic mail to Customer’s email address on record in Verkada’s account information or to Verkada at [email protected]. If any provision of this Agreement is found unenforceable, the Agreement will be construed as if such provision had not been included. Neither party may assign this Agreement without the prior, written consent of the other party, except that either party may assign this Agreement without such consent in connection with an acquisition of the assigning party or a sale of all or substantially all of its assets. In the event of an assignment by Customer in connection with an acquisition of Customer or a sale of all or substantially all of Customer’s assets, Customer’s License may be transferred to the party acquiring Customer or purchasing all or substantially all of its assets, subject to Verkada’s prior written consent, such consent not to be unreasonably withheld.

A party will not be liable for any failure to perform caused by circumstances beyond its reasonable control including, but not limited to, acts of God, fire, flood, acts of war, pandemics, government action, accident, labor difficulties or shortage, inability to obtain materials, equipment or transportation (each, a “Force Majeure Event”). If a Force Majeure Event lasts longer than five (5) business days, the parties will meet to determine if performance under the Agreement can resume as agreed. If the parties cannot agree, then Verkada may terminate the applicable Purchase Order or this Agreement.

Except as set forth in Section 13 below, all claims, disputes, or controversies arising out of or relating to this Agreement are governed by the laws of California without reference DPW 850-20\ev\Council\2025\061025\CI 5456\Utility Site Security Cameras Att 1.docx

to conflict of law rules. If any disputes arise, the parties will first attempt to resolve the dispute informally via good faith negotiation. If the dispute has not been resolved after 30 days, the parties will resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief) by binding arbitration before a single arbitrator administered by JAMS, its successors and assigns, in San Mateo County, California, unless otherwise agreed by the parties in writing, and pursuant to its arbitration rules.

Each party will be responsible for paying any arbitration fees in accordance with the foregoing rules, and the award rendered by the arbitrator may include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed to prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its data security, intellectual property rights, or other proprietary rights.

13. U.S. PUBLIC SECTOR CUSTOMERS
Notwithstanding any provision to the contrary, if Customer is a:
(i) U.S. federal government entity, then (a) the Agreement is governed by applicable U.S. federal law, (b) Customer’s indemnification obligations under this Agreement will be limited to the extent allowed by applicable U.S. federal law, and (c) if Customer is legally prohibited from providing any indemnity, none will apply. Also, this Agreement shall not be construed in derogation of the U.S. Department of Justice’s right to defend any claim or action brought against the U.S. In addition, the Products (including the Software and Documentation) consist of commercial items, including commercial computer software and associated documentation, as defined in applicable U.S. Federal Acquisition Regulations and the Defense Federal Acquisition Regulation Supplement, and were developed solely at private expense. As such, Customer’s rights in the Software and Documentation are as set forth in this Agreement.
(ii) U.S. state, county, or city entity, then (a) Customer’s indemnification obligations under this Agreement will be limited to the extent allowed by applicable state law without waiving sovereign immunity, and (b) if Customer is legally prohibited from providing any indemnity, none will apply.

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APPENDIX B
Service Level Agreement
Service Levels
Verkada will provide a Monthly Hosted Software Availability to Customer of 99.99% or more of the time during any calendar month (the “Service Level Objective” or “SLO”).

Subject to the exclusions set forth below, an “Outage” is defined as any time when the Hosted Software is not available to Customer due to a cause within the control of Verkada. “Monthly Hosted Software Availability” means the total number of minutes in a month, minus the number of Outage minutes in a month, with the difference divided by the total number of minutes in a month. This SLA does not apply to any feature of the Hosted Software that Verkada identifies as a “beta” feature or service.

Service Credits
If Verkada does not meet the SLO, Customer will be eligible to receive a credit (“Service Credit”) calculated as a number of days added to the end of the License Term as set forth below. Service Credits are non-transferable.

Monthly Hosted Software Availability Service Credit
< 99.99% - 99.9% 3 days
< 99.9% - 99% 5 days
< 99% - 90% 10 days
< 90% 15 days
Exclusions
An Outage does not include any time the Hosted Software is unavailable due to:
Planned maintenance windows where notice of planned unavailability has been given, via the Hosted Software or on a webpage designated by Verkada for providing service updates, at least forty eight (48) hours prior to the outage, unless in the case of emergency changes;
Force Majeure Events;
Actions or inactions on Customer’s part;
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Events arising from Customer’s systems or any Customer websites; ISP or Internet outages outside of Verkada’s control.

Customer Must Request Service Credit
To receive a Service Credit, Customer must notify Verkada technical support within 30 days from the time Customer becomes eligible to receive the credit. If Customer does not do so, Customer will forfeit its right to receive the Service Credit.

Sole Remedy
Notwithstanding any terms to the contrary in the Agreement, the Service Credits are Customer’s sole and exclusive remedy for any Outage.

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EXHIBIT B

SCHEDULE OF FEES
Site No. 10 Year Hosted
Software License Equipment Labor Total
1 9,378.50 11,664.89 4,760.00 25,803.39
2 10,718.18 14,322.98 4,760.00 29,801.16
3 6,028.93 7,232.48 2,210.00 15,471.41
4 6,028.93 8,079.45 2,720.00 16,828.38
5 10,718.18 14,322.98 4,250.00 29,291.16
6 6,028.93 8,091.92 2,890.00 17,010.85
7 10,718.18 14,568.40 5,270.00 30,556.58
8 6,028.93 7,232.48 1,700.00 14,961.41
9 6,028.93 7,530.36 2,720.00 16,279.29
10 10,718.18 14,270.52 3,570.00 28,558.70
11 10,718.18 14,568.40 4,080.00 29,366.58
12 6,028.93 6,934.60 1,700.00 14,663.53
13 6,028.93 6,934.60 1,700.00 14,663.53
14 10,718.18 13,699.70 4,760.00 29,177.88
15 10,718.18 14,580.87 5,270.00 30,569.05
16 4,689.25 6,935.36 2,550.00 14,174.61
17 10,718.80 14,580.87 4,250.00 29,549.67
18 10,718.18 14,580.87 4,250.00 29,549.05
19 15,407.43 21,367.70 5,610.00 42,385.13
20 10,718.18 23,033.51 4,250.00 38,001.69
21 7,368.61 9,838.11 3,060.00 20,266.72
22 6,028.93 7,530.36 2,890.00 16,449.29
23 6,028.93 7,800.72 2,890.00 16,719.65
24 6,028.93 7,502.84 2,890.00 16,421.77
Subtotal 566,520.48
Equipment Sales Tax (7.25%) 20,097.36
Shipping 2,380.00
Reserve* 20,000.00
Total 608,997.84
*Reserve to be used as described in section 3d of the agreement DPW 850-20\ev\Council\2025\061025\CI 5456\Utility Site Security Cameras Att 1.docx

Payment Schedule
Invoice # Deliverable Timing Contract
Value %
1 Completion of first 6 site
installations
Upon installation, configuration,
and verification 25%
2 Completion of 12 additional
site installations (18 total) Upon install and QA at 18 sites 30% 3 Completion of all 24 site
installations
Upon full installation and QA at
all sites 25%
4 Final training and project
handover
Upon delivery of training,
documentation, and walkthrough 20%
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EXHIBIT C

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