Vallejo City Council
September 23, 2025

Exhibit B – Compensation Page 13 of 17

EXHIBIT B

COMPENSATION

1. Service Provider’s Compensation.

A. Services: City agrees to pay Service Provider for the services set forth in Exhibit A of this Agreement, for a total not to exceed amount of One Million Five Hundred Thousand Dollars and Zero Cents ($1,500,000.00). Price is to include all costs chargeable to the City.

Service Provider shall notify City in writing no later than thirty (30) days prior to the estimated date when Service Provider will have billed City the maximum payment amount permitted under this Agreement, and Service Provider shall provide City with an estimate of the additional compensation required to complete the project.

B. Additional Services:

1. Additional Services are those services related to the scope of Services of Service Provider as set forth in Exhibit A but not anticipated at the time of execution of this Agreement.

Additional Services shall be provided only when a Supplemental Agreement authorizing such Additional Services is approved by the City Manager, or his or her designee. City reserves the right to perform any Additional Services with its own staff or to retain other Service Providers to perform said Additional Services.

2. City, at its option, may negotiate a fixed fee for any Additional Services not subject to prevailing wage, as the need arises. Where a fixed fee for Additional Services is established by mutual Agreement between City and Service Provider, compensation to Service Provider shall not exceed the fixed fee amount.

2. Invoicing. Service Provider shall invoice City in a timely manner upon completion of each service provided in a form approved by the City Representative. Invoicing shall include a detailed description of the work performed, the quantity and unit price for the work performed, total cost, and the City of Vallejo Purchase Order Number.

When applicable, a weigh-master’s tag or transfer station ticket indicating the item(s) or vessel(s) being disposed shall be included with the invoice, and the tag/ticket number referenced on invoices to verify the charges.

Invoices shall be submitted directly to the department/division requesting service, and shall be according to the instruction provided by the City representative ordering said service.

3. Payment. City agrees to pay Service Provider for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, within thirty (30) days after the City has approved the invoice upon satisfactory completion of the services.

Request for payment shall be sent according to the direction provided by the City representative who ordered the specific service(s).

Exhibit B – Compensation Page 14 of 17

4. Accounting Records of Service Provider. Service Provider shall maintain for three (3) years after completion of all services hereunder, all records under this Agreement, including, but not limited to, records of Service Provider’s direct salary costs for all services performed under this Agreement and records of Service Provider’s Reimbursable Expenses, in accordance with generally accepted accounting practices. Service Provider shall keep such records available for audit, inspection and copying by representatives of the City’s Finance Department or other government agencies during regular business hours upon twenty-four (24) hours’ notice. The obligations of Service Provider under this section shall survive this Agreement.

5. Taxes. Service Provider shall pay, when and as due, any and all taxes incurred as a result of Service Provider’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

6. Taxpayer Identification Number. Service Provider shall provide City with Service Provider’s complete Request for Taxpayer Identification Number and Certification, Form W-9, as issued by the Internal Revenue Service, and any other State or local tax identification number requested by City.

Exhibit C – Insurance Requirements Page 15 of 17

EXHIBIT C

INSURANCE REQUIREMENTS

Service Provider shall procure and maintain for the duration of this Agreement, including any extensions thereto, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of services hereunder by the Service Provider, their agents, representatives, or employees or subcontractors. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the Additional Insured.

Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any Insurance policy or proceeds available to the named Insured; whichever is greater. No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the obligations of the Service Provider under this agreement.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. General Liability (GL): Covering GL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. Tower’s Legal Liability shall be included.

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering any auto (Code 1), or if Service Provider has no owned autos, hired (Code 8) and non- owned (Code 9) autos, with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. Also, Service Provider shall have coverage for claims under the Jones Act and United States Longshore and Harbor Workers Compensation Act as applicable to the work under this Agreement.

Jones Act and USL&H coverage may be provided under Service Provider’s MGL or Protection and Indemnity policies.

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

Self-Insured Retentions

Exhibit C – Insurance Requirements Page 16 of 17
Self-insured retentions must be declared to and approved by the City. At the option of the City, the Service Provider shall provide coverage to reduce or eliminate such self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or the Service Provider shall provide evidence satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.

Other Insurance Provisions
A. The General Liability and Automobile Liability policies are to contain, or be endorsed to contain, the following provisions:

1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds 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. Marine General liability coverage can be provided in the form of an endorsement to the Service Provider’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

2. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents, or volunteers.

3. The Service Provider's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

4. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.

5. The workers’ compensation and employer’s liability policy required hereunder shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against City, its officers, officials, employees, agents and volunteers, which might arise by reason of payment under such policy in connection with Service Provider’s performance under this Agreement.

6. For any claims related to this project, the Service Provider’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, agents, or volunteers shall be excess of the Service Provider’s insurance and shall not contribute with it.

7. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.

B. The Automobile Liability policy shall be endorsed to include Transportation Pollution Liability insurance, covering materials to be transported by Service Provider pursuant to the contract. This coverage may also be provided on the Service Provider’s Pollution Liability policy.

Exhibit C – Insurance Requirements Page 17 of 17

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best rating of no less than A:VII if admitted in the State of California.

Verification of Coverage
Service Provider shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the MGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Service Provider’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. All verification of coverage and other insurance documents shall be mailed to the following address:

City of Vallejo
Attn: Risk Manager
555 Santa Clara Street
Vallejo, CA 94590

Waiver of Subrogation
Service Provider hereby grants to City a waiver of subrogation which any insurer may acquire against Entity, its officers, officials, employees, and volunteers, from Service Provider by virtue of the payment of any loss. Service Provider agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Service Provider, its employees, agents, and subcontractors.

Subcontractors
Service Provider shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Service Provider shall ensure that Entity is an additional insured on insurance required from subcontractors. For MGL coverage (or CGL for non-marine subcontractors) subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.

Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Payment Withhold.

City will withhold payments to Service Provider if the aforementioned certificates of insurance and endorsements are canceled or Service Provider otherwise ceases to be insured as required herein.

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2016 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
Willis Towers Watson Midwest, Inc.
c/o 26 Century Blvd
P.O. Box 305191
Nashville, TN 372305191 USA
APi Group Life Safety USA LLC DBA Western States Fire Protection Company
188 Cirby Way
Roseville, CA 95678
This Voids and Replaces Previously Issued Certificate Dated 08/13/2025 WITH ID: W40024422.

City of Vallejo is included as an Additional Insured as respects to General Liability and Auto Liability when required by written contract
Waiver of Subrogation applies in favor of City of Vallejo with respects to Workers Compensation as permitted by law City of Vallejo Water Department
202 Fleming Hill Road
Vallejo, CA 94589
08/15/2025
1-877-945-7378
1-888-467-2378
[email protected]
Zurich American Insurance Company
16535
Steadfast Insurance Company
26387
W40038821
A
2,000,000
2,000,000
10,000
Contractual Liability
2,000,000
4,000,000
4,000,000
Y
GLO 8902940-05
12/31/2024
12/31/2025
A
5,000,000
12/31/2025
12/31/2024
Y
BAP 8488453-05
WC 8902941-05
A
Y
5,000,000
No
12/31/2024
12/31/2025
5,000,000
5,000,000
B
Contractors Prof-Claims Made
Contractors Poll-Occurrence
Ea Claim/Agg
EOC 5819306-11
12/31/2024
12/31/2025
Ea Occ/Agg
Incl Mold
Combined Policy Agg
4086382
28253928
SR ID:

BATCH:
$5,000,000
$5,000,000
$5,000,000
WTW Certificate Center

ACORD 101 (2008/01)
The ACORD name and logo are registered marks of ACORD
© 2008 ACORD CORPORATION. All rights reserved.

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:

FORM TITLE:

ADDITIONAL REMARKS

ADDITIONAL REMARKS SCHEDULE
Page of
AGENCY CUSTOMER ID: LOC #:

AGENCY

CARRIER

NAIC CODE

POLICY NUMBER

NAMED INSURED
EFFECTIVE DATE:

APi Group Life Safety USA LLC DBA Western States Fire Protection Company
188 Cirby Way
Roseville, CA 95678
when required by written contract
2 2
Willis Towers Watson Midwest, Inc.

See Page 1
See Page 1
See Page 1
See Page 1
25 Certificate of Liability Insurance
W40038821
CERT:
4086382
BATCH:
28253928
SR ID:

POLICY NUMBER: BAP 8488453-05 COMMERCIAL AUTO
CA 20 48 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

DESIGNATED INSURED FOR

COVERED AUTOS LIABILITY COVERAGE
This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement.

This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form.

This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.

Named Insured: APi Group, Inc.

Endorsement Effective Date: 12/31/2024

SCHEDULE
Name Of Person(s) Or Organization(s):

Any person or organization when required by written contract, agreement or permit and is executed prior to the loss.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

Each person or organization shown in the Schedule is
an "insured" for Covered Autos Liability Coverage, but
only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured
provision contained in Paragraph A.1. of Section II –
Covered Autos Liability Coverage in the Business
Auto and Motor Carrier Coverage Forms and
Paragraph D.2. of Section I – Covered Autos
Coverages of the Auto Dealers Coverage Form.

CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1

M-GL-5733-A CW (11/23)

Includes copyrighted material of Insurance Services Office, Inc., with its permission.

Additional Insured – Owners, Lessees Or
Contractors – Scheduled Person Or
Organization
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Policy No. GLO 8902940-05 Effective Date: 12/31/2024
This endorsement modifies insurance provided under the:

Commercial General Liability Coverage Part
SCHEDULE MAN001
Name Of Additional Insured Person(s)
Or Organization(s): Location(s) Of Covered Operations
Blanket when required by written contract,
agreement, or permit and is executed prior to
loss.

All projects or locations where required by
written contract.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only to the extent of liability for "bodily injury", "property damage" or "personal and advertising injury" caused, by:

1. Your negligent acts or omissions; or

2. The negligent acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above.

B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply:

This insurance does not apply to "bodily injury" or "property damage" occurring after:

1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance, or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or

2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project.

All other terms, conditions, provisions and exclusions of this policy remain the same.

M-GL-5735-A CW (11/23)

Includes copyrighted material of Insurance Services Office, Inc., with its permission.

Additional Insured – Owners, Lessees Or
Contractors – Completed Operations
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Policy No. GLO 8902940-05 Effective Date: 12/31/2024
This endorsement modifies insurance provided under the:

Commercial General Liability Coverage Part
SCHEDULE MAN 002
Name Of Additional Insured Person(s)
Or Organization(s): Location And Description Of Completed Operations Blanket when required by written contract, agreement
or permit and is executed prior to loss.

All projects or locations where required by written
contract.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only to the extent of liability for "bodily injury" or "property damage" caused by your negligent acts or omissions in the completion of “your work” at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products-completed operations
hazard".

All other terms, conditions, provisions and exclusions of this policy remain the same.

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
This endorsement changes the policy to which it is attached effective on inception date of the policy unless a different date is indicated below.
(The following " attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy).

This endorsement, effective 12:01 AM 12/31/2024 forms a part of Policy No. WC 8902941-05 Issued to API GROUP, INC.

By Zurich American Insurance Company
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.

This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule.

Schedule
Any person or organization required by written contract, agreement or permit executed prior to the loss.

This form is not applicable in California, Kentucky, New Hampshire, New Jersey, North Dakota, Ohio, Texas, Utah, or Washington. This form is not applicable in Missouri when there is a construction code on the policy and there is Missouri premium or exposure.

WC 00 03 13 Countersigned by
(Ed. 04/84)
Authorized Representative

CONSENT CALENDAR 8.F.

DATE: September 23, 2025
TO: Mayor and Members of the City Council
FROM: Jason Ta, Chief of Police
SUBJECT: ADOPT A RESOLUTION APPROVING A MASTER AGREEMENT AND ORDER FORM WITH LIVEVIEW TECHNOLOGIES FOR A TOTAL OF 7 MOBILE SECURITY TOWERS, TERMINATING THE PREVIOUS MASTER AGREEMENT AND ORDER FORM FOR 2 OF

SAID TOWERS AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME

RECOMMENDATION
Adopt a resolution approving a Master Agreement and Order Form with Liveview Technologies for a total of 7 Mobile Security Towers, Terminating the previous Master Agreement and Order Form for 2 of said towers and authorizing the City Manager to execute same

REASONS FOR RECOMMENDATION
Equipped with high-definition cameras, motion sensors, loudspeakers, and remote 24-hour monitoring capabilities (available for an additional fee), security tower cameras have been widely used in the region with success. The presence of these highly visible units can deter criminal activity by increasing the perceived risk of detection. In addition to prevention, the recorded video footage can be an invaluable tool in assisting law enforcement with follow-up criminal investigations, helping to identify offenders, gather evidence, and support successful prosecutions.

BACKGROUND AND DISCUSSION
Security tower cameras are elevated surveillance units designed to enhance public safety by providing high- visibility monitoring in areas of concern. Typically mounted on a telescoping pole and trailer-mounted for mobility, these systems are strategically deployed in high-crime hotspots or other priority locations to serve as both a visual deterrent and an investigative resource for law enforcement.

Equipped with high-definition cameras, motion sensors, loudspeakers, and remote 24-hour monitoring capabilities (available for an additional fee), security tower cameras have been widely used in the region with success. The presence of these highly visible units can deter criminal activity by increasing the perceived risk of detection. In addition to prevention, the recorded video footage can be an invaluable tool in assisting law enforcement with follow-up criminal investigations, helping to identify offenders, gather evidence, and support successful prosecutions.

Due to urgent security issues, staff previously authorized and the Council subsequently approved on July 22, 2025, the lease of 2 security camera towers on an urgent basis making appropriate findings relating thereto.

Due to the urgency of security related issues in the City and ongoing violence, staff did not put the the previous lease for the two security camera towers, or the current Lease Agreement relating to security cameras out to bid. Putting the Agreement out to bid would result in a substantial delay in implementing the security camera program. In order to address this urgent matter and take this important step in an attempt to reduce violence, staff is recommending that in accordance with Vallejo Municipal Code Section 3.20.090 A. 12 the Council determine that it is in the best interest of the City to proceed with the Agreement without going to formal bid.

Further, given the emergency situation the City is now facing, staff was originally recommending that the City

Date: September 23, 2025
Subject: ADOPT A RESOLUTION APPROVING A MASTER AGREEMENT AND ORDER FORM WITH LIVEVIEW TECHNOLOGIES FOR A TOTAL OF 7 MOBILE SECURITY

TOWERS, TERMINATING THE PREVIOUS MASTER AGREEMENT AND ORDER FORM FOR 2 OF SAID TOWERS AND AUTHORIZING THE CITY MANAGER TO

EXECUTE SAME

proceed with the Agreement in accordance with Vallejo Municipal Code Section 2.27.030 E, in advance of receiving a recommendation on the use of the mobile camera towers by the Surveillance Advisory Board (SAB). However, SAB was able to convene a special meeting on July 24, 2025 and ultimately approved the City's use of security camera technology and authorized the use of a temporary policy by the police department. SAB also voted to create an ad-hoc subcommittee to oversee the security cameras' deployment and finalize a department policy.

FISCAL IMPACT
Per Resolution No. 25-131 N.C., the Fiscal Year 2025-26 budget includes the amount of $500,000 for leasing the security tower cameras.

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.

ATTACHMENTS

1. Resolution Approving the Purchase of Mobile Secuity Towers with Live View Technologies CAO Stamp

2. Live View MSLA Agreement Cameras (Feb 2025) Final

3. Vallejo PD Order Form with locations 930 (replacing Q-35632)

4. Initial Order Form Q-35632

5. LVT SPECIAL ORDER 2025-01 07-29-2025

CONTACT
Jason Ta, Chief of Police
[email protected]

Approved as to form:

By: for
Veronica Nebb, City Attorney
RESOLUTION NO. 25-XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

APPROVING A MASTER AGREEMENT AND ORDER FORM WITH LIVE VIEW TECHNOLGIES FOR THE LEASE OF 9 TOTAL SECURITY CAMERA TOWERS IN AN AMOUNT NOT-TO-EXCEED $500,000 THROUGH JUNE 30, 2027, TERMINATING

THE PREVIOUS MASTER AGREEMENT AND ORDER FORM AND AUTHORIZING

THE CITY MANAGER TO EXECUTE SAME

WHEREAS, on July 22, 2025, City Council provided amended the City’s Fiscal Year 2025-2026 budget in an amount not to exceed $500,000 for the purchase of security tower cameras and authorized staff’s previous approval of the Master Agreement and order form for the leasing of 2 security tower cameras; and

WHEREAS, the Council directed that staff return to the Surveillance Advisory Board for a recommendation on said 2 Security Camera Towers and the addition of 5 more Security Camera Towers; and

WHEREAS, Staff referred the matter to the Surveillance Advisory Board on July 24, 2025, and the Surveillance Advisory considered the presentation by the Vallejo Police Department on the cameras and approved the acquisition of said cameras contingent on (1) an interim special order by the Chief relating to the use of said equipment, pending (2) the establishment of an Ad-Hoc Subcommittee of the Surveillance Advisory Board to work with the Department to establish a Policy use of the cameras.

NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Vallejo hereby funds that it is in the best interest of the City to proceed and approves the Master Agreement with Live View Technologies for the Lease of 7 total Security Camera Towers in an amount not-to- exceed $500,000 through June 30, 2027, and the Order form relating thereto, Terminates the Master Agreement and Previous Order form dated 7/17/25 and 7/18/ 25 respectively and authorizes the City Manager to execute same.

Adopted by the City Council of the City of Vallejo at a regular meeting held on September 23, 2025, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ANDREA SORCE, MAYOR
ATTEST:

DAWN G. ABRAHAMSON, CITY CLERK

1 1

LIVEVIEW TECHNOLOGIES

MASTER SAAS AND SERVICE LEVEL AGREEMENT

This MASTER SAAS AND SERVICE LEVEL AGREEMENT (“Agreement”) is entered into by and between LiveView Technologies, Inc. (“LVT”), a Delaware Corporation with offices located at 802 East 1050 South, Suite 300, American Fork, Utah 84003, and the City of Vallejo (“Customer”) a Municipal corporation with offices located at 555 Santa Clara Street, Vallejo, CA 94590, and is effective as of July 17, 2025 (“Effective Date”). In this Agreement, LVT and Customer are referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used in this Agreement are defined in Section 12 of this Agreement or otherwise within the relevant Sections of this Agreement.

1. SYSTEM AND SAAS SOLUTION

1.1 System. This Agreement contains the terms and conditions that govern and are applicable to Customer’s and its Users access to and use of the SaaS Solution, Hardware, Software, Services, Documentation, and other components of the System. Upon execution of this Agreement and an applicable Schedule by both Parties, LVT hereby grants to Customer and its Users the right to access and use the SaaS Solution, Hardware, Software, Services, Documentation, and other components of the System strictly in accordance with the terms and conditions of this Agreement and the applicable Schedule. Customer’s right to access and use of the SaaS Solution Hardware, Software, Services, Documentation, and other components of the System is granted by LVT to Customer under this Agreement strictly on a non-exclusive, non-transferable, non-sublicensable, and restricted basis only for Customer’s lawful internal business purposes during the applicable Schedule Term (as defined below), and is conditioned upon and subject to Customer’s timely payment to LVT of all Fees due or payable as required under this Agreement and all Schedules and Customer’s and its Users’ full compliance with all terms and conditions of this Agreement and all Schedules.

1.2 SaaS Solution. Pursuant to the applicable Schedule, LVT will provide to Customer and its Users access to and use of the SaaS Solution. Customer acknowledges and agrees that the SaaS Solution is currently operated and performed from and through Amazon Web Services (“Service Center”) and that Customer Data will be stored on and processed by equipment and systems at such Service Center; provided however, that the foregoing shall not prohibit LVT’s operation and performance of the SaaS Solution from a different service center or location in the United States, including if LVT determines that such different service center or location is necessary pursuant to LVT’s then-current disaster recovery plan or back up plan. Under the applicable Schedule, LVT shall provide to Customer and its Users access to and use of the SaaS Services via the Internet by use of unique User ID’s and passwords. LVT will provide all such User ID’s and passwords to one or more Customer administrators designated by Customer (“Administrators”) who will distribute such information to the Users. LVT will provide all such User ID’s and passwords to the Administrators following LVT’s receipt from Customer of written notice from the applicable Administrator of the name and e-mail address of each such User requiring a User ID and password.

Following Customer’s written request to LVT, LVT will terminate the access and use rights associated with the requested User ID and password.

1.3 Term. This Agreement shall be effective as of the Effective Date above and shall remain in effect for a period of twelve (12) months, and thereafter this Agreement may be renewed by mutual agreement of the parties in twelve (12) month increments. The initial twelve (12) month period and each subsequent twelve (12) month period of this Agreement is referred to in this Agreement as the “Term” of this Agreement. The Term of this Agreement is subject to earlier termination of this Agreement as provided for in this Agreement.

1.4 Schedules. LVT's provision of the SaaS Solution, Hardware, Software, Services, Documentation, and/or other components of the System to Customer under a Schedule shall commence on the start date specified in such Schedule (or if not specified therein, the date of LVT installation of the Hardware and/or initiation of Services for Customer under such Schedule) and shall continue until the end date specified in such Schedule (“Schedule Term”). Except as otherwise specified in the applicable Schedule, each Schedule shall automatically renew for additional Schedule Terms equal to the applicable expiring Term of this Agreement or one (1) year (whichever is shorter). If any term or condition of any Schedule conflicts or is inconsistent with any of the terms or conditions of this Agreement, then the provisions of this Agreement

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shall be controlling and shall govern to the extent of such conflict or inconsistency, except to the extent such provisions of this Agreement are expressly stated in such Schedule to be superseded by the provisions of such Schedule and then in that case such provisions of such Schedule shall prevail solely with respect to the subject matter of such Schedule.

1.5 Customer Network. Customer acknowledges and agrees that it and its Users shall access and use the SaaS Services and Software provided or made available to Customer by LVT under this Agreement strictly in connection with the Hardware within the designated System for which it was provided by LVT to Customer under this Agreement. Installation of any Software by LVT for or on behalf of the Customer shall not include any modifications to the Customer’s network, systems, security, or firewall settings without Customer’s prior approval. LVT shall not be responsible or liable for any setup, operation, maintenance, performance, or compatibility issues for or in connection with Customer’s network or systems, all of which remain the sole responsibility and liability of Customer. LVT may charge Customer additional fees or amounts for services required to be performed by LVT due to any inability to connect the Hardware to Customer’s network or systems, or if any additional Hardware is required to facilitate connectivity between Customer’s network or systems and the Hardware.

1.6 Third-Party Products and Services. LVT or third parties may from time-to-time make available to Customer third-party products or services, including but not limited to third-party applications and implementation, alert response services, customizations, and other consulting services (“Third-Party Products and Services”). Any purchase or acquisition by Customer of any such Third-Party Products and Services, and any exchange of data, information, or materials between Customer or its Users and any such third party providing any such Third-Party Products and Services, is solely between Customer or the applicable User and such third party, and not LVT. LVT does not make any representations, warranties, or guarantees for or in connection with any such Third-Party Products and Services or provide any maintenance, support, or assistance for any Third-Party Products and Services, whether or not they are designated by LVT as “certified” or otherwise, except as expressly specified in a Schedule regarding such Third-Party Products and Services entered into between Customer and LVT. Customer and LVT (i) will determine the appropriate terms and configuration of any Third-Party Products and Services and (ii) may modify and change the terms and configuration of Third-Party Products and Services by mutual agreement and by giving notice to the third-party service provider. Regarding third-party provided alert response services, the parties agree that Customer will receive alert response communications directly from the third- party alert response service provider; however, Customer should contact LVT for all other communication related to the third-party alert response services.

1.7 Suspension. LVT has and reserves the right to suspend Customer’s and/or any User’s access to or use of the SaaS Solution, Hardware, Software, Services, and/or any other components of the System: (i) for scheduled or emergency maintenance; (ii) immediately if Customer or any User breaches any provision of this Agreement or any Schedule; (iii) as LVT deems reasonably necessary to respond to any actual or potential security threat, breach, or concern, including those that may affect Customer, its Users, or any other LVT customer or users; or (iv) immediately if Customer or any User access to or use of the SaaS Solution, Hardware, Software, Services, or any other components of the System is interfering with or otherwise negatively impacting access to or use of any LVT product or service by any other LVT customers or users or is violating any applicable laws, rules, regulations, or third-party rights.

1.8 Customer Portal. Under this Agreement, LVT may provide Customer with access to an online customer interface portal (“Customer Portal”) for use by Customer in connection with its access to and use of the SaaS Solution, Hardware, Software, Services, and/or other components of the System. Customer’s use of the Customer Portal is subject to LVT’s policies and terms and conditions of use that LVT may establish from time-to-time and make available at the Customer Portal. Through such Customer Portal, Customer will provide to LVT the information requested by LVT, including Customer contact and payment information, and Customer will at all times keep all such Customer information accurate and up to date through the Customer Portal. Customer hereby consents to and grants LVT the right and authority to access and use the contact and other information Customer provides to LVT through the Customer Portal, including any and all e-mail addresses, to contact Customer from time-to-time. Customer will maintain the confidentiality and security of its Customer Portal login credentials provided by LVT to Customer. Customer will promptly notify LVT in writing of any known or reasonably suspected unauthorized access to its

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Customer Portal account, login credentials, or any other actual or potential breach of security of which Customer has knowledge involving the Customer Portal, SaaS Solution, Hardware, Software, Services, and/or any other component of the System.

1.9 Data Limits. Under this Agreement, LVT will make the SaaS Solution available to Customer and its Users through the use of a cellular data connection selected by LVT. For the SaaS Solution, Customer will have access to five (5) gigabytes of cellular data per calendar month for a standard LVT Omni unit. For the SaaS Solution, Customer will have access to fifteen (15) gigabytes of cellular data per calendar month for a LVT D3 or security unit. Customer’s data usage allotment will be reset to zero (0) on the first day of each calendar month. If Customer exceeds the allotted data usage granted by LVT to Customer in any given calendar month, then such overage will be charged by LVT to Customer at a rate of $10.00 USD per gigabyte (or the then-current rate charged by LVT for such overages), and Customer agrees that it shall pay to LVT any and all such overage Fees invoiced by LVT to Customer as provided for in this Agreement.

LVT shall use reasonable efforts to provide Customer notice when Customer’s monthly data usage is between 70%-80% of Customer’s applicable data usage allotment.

2. CUSTOMER RESPONSIBILITIES

2.1 Cooperation. Customer will reasonably cooperate with LVT in connection with the performance of this Agreement as may be deemed necessary by LVT, which may include Customer making available to LVT such Customer personnel and information as may be reasonably required by LVT to provide the SaaS Solution, Hardware, Software, Services, and/or any other component of the System to Customer. Customer is solely responsible and liable for determining whether the SaaS Solution, Hardware, Software, Services, and/or any other components of the System are sufficient for Customer’s purposes, including but not limited to, whether the SaaS Solution, Hardware, Software, Services, and/or any other components of the System meet or satisfy Customer’s legal and/or regulatory requirements.

2.2 Software. Customer's and its Users’ access to or use of the SaaS Solution, Hardware, Software, Services, and/or other components of the System may require Customer and Users to install certain Integration Software on Customer’s and Users computers, network, or systems, or may require Customer and Users to install certain LVT Mobile Software on Customer’s and Users mobile devices, which access and use shall be subject to the terms and conditions of this Agreement and applicable Schedule, including the access and use restrictions set forth in this Agreement and applicable Schedule.

2.3 Customer Information. Customer acknowledges and agrees that Customer and Users shall be required to provide to and share with LVT certain information for the purposes of LVT providing the SaaS Solution and/or other components of the System under this Agreement or any Schedule, such as usernames, LVT Admin Panel passwords, and other login information. This information may include personal information (such as email addresses and/or telephone numbers) regarding Customer and Users, and LVT will use such information for the purposes of providing the SaaS Solution and/or other components of the System to Customer and Users. Prior to authorizing an individual to become a User, Customer is fully responsible and liable for obtaining the consent and authorization of that individual, in accordance with all applicable laws, to the use of his/her information by LVT for purposes of providing the SaaS Solution and/or other components of the System under this Agreement or any Schedule.

3. FEES AND PAYMENT

3.1 Fees. Fees payable by Customer to LVT shall be specified in the applicable Schedule. Except as otherwise expressly stated in the applicable Schedule, Customer will pay to LVT the Fees set forth in each Schedule in full. LVT may increase the Fees in any Schedule by up to 5% upon any subsequent renewal period of such Schedule. LVT shall send invoices to Customer for Fees due under a Schedule at the Customer address set forth on or in the LVT onboarding documents provided by Customer or at the Customer address set forth in the first paragraph of this Agreement above.

3.2 Payment. Unless otherwise expressly stated in the applicable Schedule, all Fees due from or payable by Customer to LVT under each Schedule shall be paid by Customer to LVT in full within thirty (30) days after the date of the LVT invoice therefor. All such Fees are payable by Customer to LVT in United States

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Dollars. Any such Fees not paid by Customer to LVT when due shall accrue interest at the lesser of 1.5% per month or the maximum interest rate allowed by applicable law until the overdue amount has been paid in full by Customer to LVT. In the event of any expiration or termination of this Agreement by LVT as provided for in this Agreement, no refund or return of any Fees paid by Customer to LVT under this Agreement shall be due or payable in any amount on account of such expiration or termination. In the event of termination of this Agreement by Customer as provided for in this Agreement, Customer shall be entitled as its sole and exclusive remedy, to receive a refund of any pre-paid subscription Fees paid by Customer to LVT for the SaaS Solution or Services not rendered by LVT under this Agreement as of the effective date of such termination. If any LVT invoice due date falls on a weekend, statutory holiday, or banking holiday, then that due date will automatically be deemed to be next business day. Customer shall not withhold or off-set any Fees payment due under any Schedule. Customer shall immediately notify LVT in writing of any disputed Fees amounts in any invoice received by Customer from LVT, and thereafter LVT and Customer shall use reasonable commercial efforts to resolve such disputed Fees amounts in such invoice; provided however, that if the Parties fail to resolve such dispute within sixty (60) days of the date of the disputed invoice, then Customer shall pay to LVT all Fees amounts in such invoice within ninety (90) days of the date of such invoice. Customer shall have no right, and hereby waives all right, to dispute any Fees amounts in any invoice more than ninety (90) days after the date of such invoice. Customer shall not be entitled to, and LVT shall not grant to Customer, any applicable credits (as determined by LVT) toward any Fees that are claimed or requested by Customer from LVT more than ninety (90) days after the date such credits first became creditable to Customer. Subject in all cases to Customer’ obligations to pay Fees to LVT as provided for in this Agreement and any Schedule, Customer may modify the payment method by which it processes or pays LVT invoices from time-to-time upon prior written notice to LVT. If a third-party payment processing service is utilized by Customer, whether online payment portal or vendor payment portal or otherwise, then Customer shall be solely responsible and liable for all use of such payment processing service, including Customer’s payment of any and all fees and amounts due or payable for use of such payment processing service.

3.3 Taxes. The Fees due from or payable by Customer to LVT under each Schedule do not include any applicable taxes, levies, duties, or similar governmental assessments or charges of any nature, including but not limited to value-added, goods and services, harmonized, sales, use or withholding taxes, assessable by any local, state, provincial, federal, or foreign government or jurisdiction (collectively, “Tax(es)”). Customer is solely responsible and liable for paying any and all Taxes, excluding only taxes payable by LVT based on LVT’s net income. If LVT has the legal obligation to pay or collect any Taxes for which Customer is responsible under this Section, then the appropriate Taxes amount shall be paid in full by Customer within thirty (30) days of the date of LVT’s invoice therefor. LVT shall specify in each invoice the Taxes due or payable by Customer to LVT under or in connection with the applicable Schedule. If requested by LVT, Customer shall cooperate with LVT to properly calculate any applicable Taxes under or in connection with the applicable Schedule. LVT will invoice Customer for such Taxes based on Customer’s locations accessing or using the SaaS Solution, Hardware, Software, Services, and/or other components of the System under this Agreement or any Schedule. LVT invoices to Customer shall include and separately state each applicable Tax and will associate such Tax with the invoice line-item cost to which the Tax applies. If Customer asserts in writing in advance to LVT that any Fees under any Schedule are not subject to or are exempt from Taxes and Customer provides to LVT a valid written tax exemption certificate from the relevant governmental taxing authority(ies) indicating that Customer is in fact not subject to pay or is exempt from paying such Taxes, then LVT will refrain from collecting and remitting such Taxes.

If, however, any Tax(es) assessment results from LVT’s failure to timely collect or remit any Tax(es) due to LVT’s reliance on Customer’s assertion to LVT that no Tax is due or a valid Tax exemption certificate applies to Customer, then Customer shall be solely responsible and liable for payment of any and all such Tax(es), including any interest, penalties, expenses, and costs related to such Tax(es) assessment, and Customer shall defend, indemnify, and hold harmless LVT and its Affiliates from and against any and all such Tax(es) assessment, and from and against any and all costs and expenses incurred by LVT related to any such Tax(es) assessment.

3.4 Credit Card. If the method of Customer payment of an invoice for Fees from LVT under this Agreement is by Customer credit card, then Customer agrees it shall: (i) keep Customer’s credit card information updated with LVT and (ii) authorize LVT to charge Customer’s credit card for all Fees and other amounts

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due from or payable by Customer to LVT under the applicable Schedule in advance monthly plus Taxes when due.

3.5 ACH. If the method of Customer payment of an invoice for Fees from LVT under this Agreement is by ACH, then Customer agrees it shall: (i) complete and sign an ACH authorization form in favor of LVT; and (ii) keep Customer’s bank information for such ACH payment updated with LVT.

3.6 Carrier Fees. Customer acknowledges and agrees that: (i) Customer’s and Users’ third-party carriers or service providers may charge fees or amounts for data usage, messaging, telephone calls, or other services that are required for them to access or use the SaaS Solution, Services, and/or other components of the System; and (ii) Customer and Users are solely responsible and liable for any and all such fees, amounts, access, and usage in connection with any such third-party carriers or service providers.

3.7 Insufficient Funds. If any payment of Fees by Customer to LVT under this Agreement is returned based upon insufficient or unavailable funds in the Customer account upon which such payment was drawn, a minimum insufficient funds (“NSF”) charge of thirty-five ($35.00) dollars will be charged by LVT to Customer and will be paid by Customer to LVT as an additional payment to LVT. Any such NSF charge or payment shall not reduce or otherwise affect any of the Fees payment obligations of Customer to LVT under this Agreement or any Schedule.

3.8 Collections. Customer acknowledges and agrees that it shall be responsible and liable for and shall reimburse LVT for any and all costs, expenses, fees, and other amounts (including collection expenses, courts costs, and reasonable attorneys’ fees) incurred by LVT to enforce any of Customer’s Fees payment obligations to LVT under this Agreement and any Schedule.

4. RESTRICTIONS

Customer shall not, and shall not permit any Users nor any third party or individual to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover or discern the source code, object code or underlying structure, ideas, or algorithms of the SaaS Solution, Hardware, Software, Services, or any other component of the System, and/or any data related to the SaaS Solution, Hardware, Software, Services, or any other component of the System (except to the extent such prohibition is contrary to applicable law that cannot be excluded by agreement of the Parties); (ii) modify, change, revise, translate, or create any derivative works of or based on the SaaS Solution, Hardware, Software, Services, and/or any other component of the System; (iii) share, rent, lease, loan, resell, transfer, license, sublicense, distribute, or otherwise provide access to or use of the SaaS Solution, Hardware, Software, Services, or any other component of the System to or with any third party or individual, or use or otherwise provide the SaaS Solution, Hardware, Software, Services, or any other component of the System for or in any timesharing or service bureau purposes or arrangements; or (iv) access or use the SaaS Solution, Hardware, Software, Services, or any other component of the System other than by Customer and its Users in accordance with this Agreement, the applicable Schedule, and in compliance with all applicable laws, rules, and regulations.

5. DELIVERY, INSTALLATION, AND USE OF HARDWARE

5.1 Shipping and Set up. Customer shall pay to LVT any and all shipping and installation Fees, charges, and other amounts for the Hardware under the applicable Schedule which shall be payable by Customer to LVT in accordance with such Schedule. LVT may invoice Customer for, and Customer shall pay to LVT, any and all Fees, charges, and other amounts for additional or add-on Hardware and/or other System components agreed to by Customer and LVT in the applicable Schedule which are delivered or stored by LVT for Customer, and/or for any and all Services performed by LVT for Customer before completion of the Hardware and/or other System components installation, relocation of existing Hardware, activation of the System, or any other Service(s). All unpaid and outstanding Fees, charges, and other amounts payable by Customer to LVT under this Agreement and the applicable Schedule shall be due and payable by Customer to LVT prior to completion of the installation of the Hardware and/or other System components under such Schedule and as a precondition to activation of the SaaS Solution, Services, and/or any other System components under such Schedule.

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5.2 Maintenance and Repair. LVT will provide the Services to Customer as set forth in this Agreement and the applicable Schedule. LVT and its personnel shall use reasonable efforts when at Customer’s location to perform Services in compliance with Customer’s reasonable policies and guidelines regarding site safety and security that have been provided in writing by Customer to LVT reasonably in advance of LVT’s personnel arrival at the relevant Customer location. As part of the Services, upon Customer's request to LVT, LVT will provide to Customer maintenance and repair of the covered Hardware as determined by LVT to be necessary due to Customer’s normal use, wear, and tear of such Hardware. Additional charges shall be applicable and payable by Customer to LVT for any Services for maintenance and repair of such Hardware which are determined by LVT to be necessary due to changes or alterations in the Customer's locations or premises, changes or alterations of or to the Hardware or other components of the System (or any part thereof) made at the request of the Customer, or damage to the Customer’s locations or premises or to the Customer’s alarm system, or any other causes or events beyond the reasonable control of LVT.

Any Services for installation, maintenance, or repairs of the Hardware or other components of the System shall be performed by LVT during LVT’s normal working hours of 8:00 A.M. to 4:30 P.M., Monday through Friday, except holidays observed by LVT. Customer acknowledges and agrees that any such Services for installation, maintenance, or repairs are strictly for the specific Hardware or other components of the System covered under this Agreement, and that LVT has no obligation or liability to install, maintain, support, repair, service, replace, operate, or assure the operation of any device or devices of Customer, Users, or any third party or individual.

5.3 Representations and Warranties. Under this Agreement, LVT represents and warrants to Customer that:(i) LVT shall perform the Services in a professional and workman-like manner in accordance with industry practices and standards for similar services using competent LVT personnel having expertise suitable to perform their respective assignments from LVT to provide the Services to Customer under this Agreement;(ii) the SaaS Solution, Hardware, and Software as provided by LVT to Customer under this Agreement and the applicable Schedule shall materially conform to the descriptions and specifications therefor as set forth in the applicable Documentation provided by LVT to Customer in writing under this Agreement; and (iii) LVT will use reasonable efforts through employment of Virus scanning technology to endeavor that no Viruses are contained in the SaaS Solution or Software.

5.4 Risk of Loss or Damage. LVT hereby acknowledges and agrees that it assumes and shall bear all risk and liability for any and all loss, theft, damage, and/or destruction of any Hardware while such Hardware is in Customer’s possession or control, except for any loss, theft, damage, and/or destruction due to Customer’s gross negligence or willful or intentional harm. In the event of any such loss, theft, damage, or destruction of such Hardware, Customer shall immediately notify LVT in writing thereof and follow LVT’s instructions regarding such Hardware.

5.5 Indemnification by LVT. LVT shall defend, indemnify, and hold harmless Customer from and against any and all claims and demands, and all related losses, damages, liabilities, judgments, awards, suits, costs, and expenses, including any third party intellectual property infringement claims (including reasonable attorneys’ fees and court costs) (collectively, “Customer Claim”) to the extent arising from bodily injury, death, or damage to real or tangible property or intellectual property rights, directly caused by the negligence or willful misconduct or intellectual property infringement of LVT or its employees or agents occurring while performing the manufacture, installation or Services, supplying products for Customer under this Agreement while present at Customer’s location(s) where such manufacture, installation, Services or products are provided by LVT to Customer under this Agreement or arising from or connected with the intellectual property rights claimed, asserted or relied upon by LVT in the manufacture, installation or Services supplied to Customer. Notwithstanding the foregoing, LVT’s obligations and liabilities provided for in this Section shall not apply to any Customer Claim arising from or in connection with any negligence or misconduct of Customer, its employees, or agents, or of any other individuals who are not LVT employees or agents providing the manufacture, installation. Services or products to Customer under this Agreement.

LVT’s obligations and liabilities provided for in this Section are conditioned upon and subject to Customer:
(i) promptly notifying LVT of the relevant Customer Claim in writing; (ii) tendering to LVT the sole and exclusive right to defend or settle such Customer Claim; and (iii) fully cooperating with LVT in LVT’s defense or settlement of such Customer Claim at LVT’s sole cost and expense. Customer shall not enter into any settlement of any Customer Claim without LVT’s express prior written approval.

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5.6 DISCLAIMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE FEES AND OTHER

AMOUNTS LVT CHARGES CUSTOMER UNDER THIS AGREEMENT ARE BASED UPON THE VALUE

OF THE SYSTEM LVT PROVIDES TO CUSTOMER UNDER THIS AGREEMENT AND ARE UNRELATED

TO THE VALUE OF ANY OF CUSTOMER'S LOCATIONS, PROPERTY, OR PREMISES, ANY

PROPERTY OF ANY THIRD PARTY LOCATED IN OR ON CUSTOMER'S LOCATIONS, PROPERTY, OR

PREMISES, OR ANY RISK OF LOSS AT ANY OF CUSTOMER'S LOCATIONS, PROPERTY, OR PREMISES. OTHER THAN THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION ABOVE AND THE INDEMNIFICATION SET FORTH IN SECTION 5.5, LVT MAKES NO

AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES,

EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LVT DOES NOT REPRESENT OR WARRANT THAT (a) THE SAAS SERVICES, HARDWARE, SOFTWARE, SERVICES, OR ANY OTHER

COMPONENTS OF THE SYSTEM OR ANY THIRD-PARTY PRODUCTS AND SERVICES WILL NOT BE COMPROMISED AND/OR CIRCUMVENTED, (b) USING THE SAAS SERVICES, HARDWARE,

SOFTWARE, SERVICES, OR ANY OTHER COMPONENTS OF THE SYSTEM OR ANY THIRD-PARTY

PRODUCTS AND SERVICES WILL PREVENT ANY LOSS, DAMAGE, EXPENSE, OR INJURY DUE TO

ANY CAUSES, INCLUDING WITHOUT LIMITATION ANY BURGLARY, HOLD-UP, ROBBERY, THEFT, CRIME, FIRE, OR OTHERWISE, OR (c) THE SAAS SERVICES, HARDWARE, SOFTWARE, SERVICES,

OR ANY OTHER COMPONENTS OF THE SYSTEM OR ANY THIRD-PARTY PRODUCTS AND SERVICES WILL PROVIDE THE PROTECTION REQUIRED OR INTENDED BY CUSTOMER. UNDER

THIS AGREEMENT, THE RISK OF ANY AND ALL SUCH LOSS, DAMAGE, EXPENSE, OR INJURY REMAINS SOLELY WITH CUSTOMER, AND NOT LVT. INSURANCE, IF ANY, COVERING ANY SUCH

RISK, LOSS, DAMAGE, EXPENSE, OR INJURY SHALL BE THE SOLE RESPONSIBILITY OF CUSTOMER, AND NOT OF LVT. LVT SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY

LOSS, DAMAGE, EXPENSE, OR INJURY DUE DIRECTLY OR INDIRECTLY TO ANY OF THE EVENTS DESCRIBED ABOVE IN THIS SECTION, OR THE CONSEQUENCES FLOWING THEREFROM.

CUSTOMER HEREBY RELEASES AND WAIVES TO THE FULLEST EXTENT PERMITTED UNDER

APPLICABLE LAW FOR ITSELF AND ITS INSURERS ALL SUBROGATION AND OTHER RIGHTS TO

RECOVER FROM LVT ARISING AS A RESULT OF PAYING ANY CLAIM FOR LOSS, DAMAGE OR

INJURY OF CUSTOMER, USERS, OR ANY THIRD PARTY OR INDIVIDUAL EXCEPT AS SET FORTH IN SECTION 5.5 ABOVE. THE DISCLAIMERS, PROTECTIONS, LIMITATIONS, AND WAIVERS IN THIS SECTION SHALL ALSO BE APPLICABLE TO LVT’s AFFILIATES, SUPPLIERS, LICENSORS, AND THIRD-PARTY SERVICE PROVIDERS.

6. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ANY

SCHEDULE OR EXHIBIT TO THE CONTRARY, IN NO EVENT SHALL LVT BE LIABLE UNDER OR IN

CONNECTION WITH THIS AGREEMENT OR ANY SCHEDULE FOR ANY INDIRECT, INCIDENTAL,

CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER, OR FOR ANY LOST PROFITS, HOWEVER CAUSED. NOTWITHSTANDING ANYTHING

IN THIS AGREEMENT OR ANY SCHEDULE OR EXHIBIT TO THE CONTRARY, ANY AND ALL LIABILITY

OF LVT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY SCHEDULE, WITH THE

EXCEPTION THAT ARISING FROM THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR

INTELLECTUAL PROPERTY INFRINGEMENT OF LVT OR ITS EMPLOYEES OR AGENTS, SHALL BE

LIMITED IN ALL CASES TO DIRECT DAMAGES ONLY WHICH IN THE AGGREGATE SHALL NOT

EXCEED THE AGGREGATE FEES PAID BY CUSTOMER TO LVT UNDER THIS AGREEMENT OR $1,000,000.00 WHICHEVER IS GREATER THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN

THIS SECTION SHALL APPLY NO MATTER HOW THE LOSS, DAMAGE, EXPENSE, INJURY, OR OTHER CONSEQUENCE OCCURS, EVEN IF DUE TO LVT’S PERFORMANCE, NONPERFORMANCE,

OR BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR FROM NEGLIGENCE (INCLUDING

TORT), ACTIVE OR OTHERWISE, STRICT LIABILITY, VIOLATION OF ANY APPLICABLE LAWS, OR ANY OTHER ALLEGED FAULT ON THE PART OF LVT, ITS EMPLOYEES OR AGENTS. THE

DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY EVEN IF LVT WAS

ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF ANY SUCH LOSS, DAMAGE, EXPENSE, INJURY, OR OTHER CONSEQUENCE. THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS SECTION SHALL ALSO BE APPLICABLE TO LVT’s AFFILIATES, SUPPLIERS, LICENSORS, AND THIRD-PARTY SERVICE PROVIDERS.

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7. TERMINATION

7.1 Breach. Either Party may terminate this Agreement upon written notice of such termination to the other Party if the other Party has committed a material breach of the terms or conditions of this Agreement or any Schedule and such Party fails to cure such breach within thirty (30) days of such Party’s receipt of written notice of such breach from the non-breaching Party.

7.2 Bankruptcy. Either Party may terminate this Agreement upon written notice of such termination to the other Party: (i) upon the institution or if a petition is filed, notice is given, a resolution is passed, or an order is made, in each case by or against the other Party under any applicable laws relating to insolvency, administration, liquidation, receivership, bankruptcy, or any other winding up proceedings; (ii) upon the other Party’s making an assignment for the benefit of creditors or making a voluntary arrangement with its creditors; (iii) upon the other Party’s dissolution or ceasing, or threatening to cease to do business; or (iv) if any event occurs, or proceeding is instituted, with respect to the other Party that has the equivalent or similar effect to any of the events provided for in this Section above.

7.3 Other Termination. (a) In addition to LVT’s termination rights provided for in this Agreement or the applicable Schedule, LVT shall have the right to terminate this Agreement and/or any Schedule and/or to discontinue any SaaS Solution, Hardware, Software, Service(s), and/or any other components of the System under this Agreement or any Schedule at any time upon written notice of such termination or discontinuance to Customer if: (i) Customer fails to follow and implement LVT’s requirements or recommendations for the repair or replacement of any defective parts of the Hardware and/or other components of the System; (ii) Customer fails to comply with the Documentation or other written operating instructions for the Hardware and/or other components of the System provided by LVT to Customer which LVT in its sole discretion determines results in an undue number of false alarms or malfunctions for or in connection with the Hardware and/or other components of the System; or (iv) delivery or provision of the SaaS Solution, Hardware, Software, Services, and/or other components of the System, or continued delivery or provision of the SaaS Solution, Hardware, Software, Services, and/or other components of the System, violates of any applicable laws, rules, regulations, or rights of any third party or individual. LVT shall not be responsible or liable for any damages, losses, costs, and/or expenses of Customer or Users which result from or are in connection with any such termination of this Agreement and/or any Schedule and/or any discontinuance of any SaaS Solution, Hardware, Software, Service(s), and/or other components of the System by LVT in accordance with the foregoing in this Section above.

(b) In addition to the Parties termination rights provided for in this Agreement or the applicable Schedule, either Party shall have the right to terminate this Agreement and/or any Schedule and/or to discontinue any SaaS Solution, Hardware, Software, Service(s), and/or any other components of the System under this Agreement or any Schedule at any time upon written notice of such termination or discontinuance to the other Party if: (i) LVT’s connections or connectability to provide the SaaS Solution, Hardware, Software, Services, and/or other components of the System to Customer under this Agreement or any Schedule are/is damaged or destroyed by fire, weather, catastrophe, or any other cause or if LVT is unable or if it is impractical for either party to obtain or maintain any connections, rights, or privileges required for the SaaS Solution, Hardware, Software, Services, and/or other components of the System to transmit signals between the Customer's locations or premises and LVT’s designated locations or premises; or (ii) the Customer locations or premises where the Hardware and/or other components of the System are or are to be installed are unsafe, unsecure, unsuitable, or so modified or altered after installation so as to render continuation of SaaS Solution, Hardware, Software, Service(s), and/or other components of the System unsafe, unsecure, unsuitable, impractical or impossible.

7.4 Post-Termination. Upon any expiration or termination of this Agreement, in addition to any and all other rights and remedies of LVT under this Agreement, at law, or in equity: (i) Customer shall immediately cease all access to and use of the SaaS Solution, Hardware, Software, Services, Documentation, and other components of the System; (ii) LVT shall at its option have the right to take immediate possession of the Hardware and charge Customer for LVT’s costs and expenses to collect the Hardware plus a 1.0% service charge on all such amounts, or declare immediately due and payable, without additional notice presentment or demand, an amount equal to the total of (a) all unpaid Fees and other amounts due from Customer to

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LVT hereunder, at the time of termination plus (b) as determined by LVT the anticipated fair market value of the Hardware at the end of the Schedule Term if such Hardware is not returned by Customer to LVT within ten (10) days of the end of such Schedule Term. Customer acknowledges and agrees that Customer has no and shall have no right of purchase and no equity in the Hardware or any other component of the System under this Agreement or any Schedule, or by operation of law or otherwise. Notwithstanding, the immediately preceding sentence, upon any expiration or termination of the Agreement, the Parties may negotiate the purchase of the Hardware or the purchase or license of any other component of the System.

8. CONFIDENTIALITY

8.1 Confidential Information. Under this Agreement, the term “Confidential Information” means any information or data disclosed, provided, or made available by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) under or in connection with this Agreement or any Schedule in any form (whether written, electronic, oral, or otherwise) that is marked or labelled as confidential or proprietary to the Disclosing Party, that at the time of disclosure is declared by the Disclosing Party to be confidential or proprietary to the Disclosing Party, or that reasonably should be understood to be confidential or proprietary to the Disclosing Party given the nature of the information or data and the circumstances of its disclosure, including without limitation, any trade secrets, technology, technical information, inventions, know-how, ideas, methods, business, financial and customer information, pricing, forecasts, strategies, and product and service development plans. Customer Data and Customer Personal Data are hereby deemed to be Customer Confidential Information. The SaaS Solution, Hardware, Software, Services, Documentation, and other components of the System are hereby deemed to be LVT Confidential Information. The Receiving Party acknowledges and agrees that any and all Confidential Information of the Disclosing Party is and shall remain owned by and be the exclusive property of the Disclosing Party and that nothing in the Agreement shall be construed or deemed to grant or convey to the Receiving Party any rights or licenses in or to the Confidential Information of the Disclosing Party except as expressly set forth in this Agreement.

8.2 Non-Disclosure and Non-Use. The Receiving Party agrees it shall: (i) not disclose or provide any Confidential Information of the Disclosing Party to any third party or individual other than Receiving Party’s employees, agents, and contractors (“Representatives”) with a need to know such Confidential Information of the Disclosing Party and who have entered into written non-disclosure and non-use agreements with the Receiving Party providing for protection of the Disclosing Party’s Confidential Information on terms no less protective and restrictive than those contained in this Section, and (ii) not use Confidential Information of the Disclosing Party except solely as reasonably required for Receiving Party to exercise its rights or fulfill its obligations under or in connection this Agreement and each Schedule. The Receiving Party agrees that it is and shall be responsible and liable for any breach of this Agreement or any Schedule by any of its Representatives. The Receiving Party further agrees that it shall use the same degree of care to protect against unauthorized disclosure and unauthorized use of such Confidential Information of the Disclosing Party that the Receiving Party uses with respect to its own confidential or proprietary information of similar nature, but in no event will the Receiving Party use less than a reasonable degree of care to protect such Confidential Information of the Disclosing Party against unauthorized disclosure and unauthorized use. For the avoidance of doubt, Customer acknowledges and agrees that LVT uses the services of certain third parties for or in connection with the provision of the SaaS Solution, Hardware, Software, Services, and other components of the System to Customer and Users and that such third parties will have access to Customer’s Confidential Information, subject to LVT’s compliance with this Section.

8.3 Exceptions. Confidential Information of the Disclosing Party will not include any information or data to the extent the Receiving Party can demonstrate through competent documented evidence that such information or data: (i) is or becomes generally available to the public without any breach of this Agreement by the Receiving Party, or otherwise without any wrongful act of the Receiving Party; (ii) was already in the Receiving Party’s possession or already known by the Receiving Party prior to initial receipt from the Disclosing Party; (iii) was rightfully disclosed to the Receiving Party without restriction by a third party who had no confidentiality or non-disclosure obligations or duties owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without any use of or reference to any Confidential Information of the Disclosing Party.

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8.4 Legally Required Disclosure. Nothing in this Agreement will prevent the Receiving Party from disclosing Confidential Information of the Disclosing Party to the extent required by state or federal law, judicial or governmental order, provided that, to the extent permitted by applicable law, the Receiving Party shall endeavor to give the Disclosing Party reasonable prior written notice of such required disclosure and the Confidential Information of Disclosing Party required to be disclosed pursuant to such law, judicial or governmental order so as to permit the Disclosing Party to contest such disclosure or seek an appropriate remedy for or in connection with such disclosure. If such remedy is not secured by the Disclosing Party, the Receiving Party agrees that it shall furnish only that portion of the Confidential Information of the Disclosing Party which the Receiving Party is legally required to furnish and, in conjunction with the Disclosing Party, to use all reasonable efforts to assure that the information is maintained in confidence by the party to whom it is so furnished.

8.5 Injunctive Relief. The Receiving Party acknowledges and agrees that any breach of its non-disclosure and non-use obligations provided for in this Section may result in serious and irreparable harm to the Disclosing Party for which the Disclosing Party may not be adequately compensated and for which damages are difficult to accurately measure. Therefore, the Receiving Party acknowledges and agrees that, in addition to all other rights and remedies that the Disclosing Party may have available to it under this Agreement, at law, or in equity, the Disclosing Party shall be entitled to seek the specific performance of such obligations of the Receiving Party and to both temporary and permanent injunctive relief without the necessity of posting any bond or other security.

8.6 Return or Destruction. The Receiving Party shall, upon any expiration or termination of this Agreement or otherwise upon the written request of the Disclosing Party to the Receiving Party, promptly return to the Disclosing Party, or destroy if so instructed by the Disclosing Party, and provide written certification to the Disclosing Party of such return or destruction, all Confidential Information of the Disclosing Party, without retaining any copy, extract or summary of any part thereof. Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information of the Disclosing Party to the extent necessary for purposes of the Receiving Party’s compliance with its ordinary course internal document retention and backup requirements and procedures, provided that such Confidential Information of the Disclosing Party shall remain subject to the Receiving Party’s non-disclosure and non-use obligations provided for in this Section for so long as such Confidential Information of the Disclosing Party is so retained by the Receiving Party.

8.7 Data Protection Addendum. During the term of this Agreement, LVT and Customer shall comply with their respective obligations set forth in the Data Protection Addendum attached to this Agreement as Exhibit A.

9. INTELLECTUAL PROPERTY RIGHTS; FEEDBACK

9.1 Intellectual Property Rights. Customer acknowledges and agrees that LVT, its Affiliates, suppliers, or licensors exclusively own and retain any and all Intellectual Property Rights in, to, or relating to the SaaS Solution, Hardware, Software, Services, Documentation, and any and all other components of the System, including any and all Updates, modifications, changes, revisions, improvements, and derivative works thereof. This Agreement does not sell, convey, transfer, or assign to Customer or any User any rights of ownership in or to the SaaS Solution, Hardware, Software, Services, Documentation, or any other components of the System, or in or to any Intellectual Property Rights of LVT, its Affiliates, suppliers, or licensors. LVT, its Affiliates, suppliers, and licensors reserve all rights not expressly granted.

9.2 Performance Data. As between the Parties, LVT shall exclusively own any and all Performance Data.

Notwithstanding anything in this Agreement or any Schedule to the contrary, Customer acknowledges and agrees that LVT has the right to: (i) use and modify Customer Data for the purposes of (a) LVT providing the SaaS Solution, Hardware, Software, Services, and/or other components of the System to Customer and Users under this Agreement and the Schedules, and (b) LVT generating, developing, or creating Performance Data; and (ii) freely use, make available, distribute, market, sell, and otherwise exploit Performance Data for any LVT business purposes, including without limitation, for improving, developing, testing, operating, promoting, and marketing the SaaS Solution, Hardware, Software, Services, and other components of the System and any other LVT products and services.

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9.3 Feedback. Although not obligated to do so, Customer and/or Users may choose to provide to LVT or any of LVT’s personnel feedback, suggestions, ideas, comments, improvements, or other information or data regarding or in connection with the SaaS Solution, Hardware, Software, Services, and/or other components of the System or any other LVT products or services (“Feedback”). If Customer and/or Users provide any such Feedback to LVT, then Customer and/or Users hereby assign to LVT any and all Intellectual Property Rights of Customer and Users in and to any such Feedback, and Customer and Users hereby waive any and all claims they may have now or may hereafter have in the future in any country or jurisdiction to so-called “rental rights,” “moral rights,” and all rights of “droit moral” in such Feedback (even if such Feedback is altered or changed in a manner not agreeable to Customer or Users). Customer and Users represent and warrant to LVT that Customer and Users have all rights and authorizations necessary or required to make the assignments and waivers provided for in this Section. Customer and Users will at LVT’s cost and expense reasonably assist LVT in its efforts to formalize, register, protect, and/or otherwise perfect LVT’s rights in any such Feedback, including through the execution and delivery of documentation LVT determines is necessary or expedient for LVT to formalize, register, protect, and/or otherwise perfect LVT’s rights in any such Feedback.

10. GOVERNMENT MATTERS

10.1 Export. Notwithstanding anything in this Agreement or any Schedule to the contrary, Customer shall not use, export, or re-export, or allow the export or re-export of, the SaaS Solution, Hardware, Services, Documentation, and/or any other components of the System, or anything related thereto or any direct product thereof, in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Customer represents and warrants to LVT that Customer and Users are not named on any U.S. government denied-party list. Customer and Users shall not access or use the SaaS Solution, Hardware, Software, Services, Documentation, or any other components of the System in or for any U.S. embargoed country.

10.2 Anti-Corruption. Customer acknowledges and agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from LVT or any LVT employee or agent in connection with this Agreement or any Schedule. If Customer learns of any violation of the above restriction in this Section, then Customer will promptly notify LVT in writing thereof.

11. MISCELLANEOUS

11.1 Severability. If any provision of this Agreement or Schedule is found to be unenforceable or invalid by an arbitration panel or court of competent jurisdiction as provided for in this Agreement, then such provision will be limited or eliminated to the minimum extent necessary to comply with such finding and the other provisions of this Agreement and Schedules will otherwise remain in full force and effect in accordance with the remaining terms and conditions of this Agreement and Schedules.

11.2 Assignment. Neither this Agreement, nor any of the rights or obligations under this Agreement, shall be assigned or transferred by Customer to any third party without LVT’s express prior written consent. LVT may transfer or assign this Agreement, or any of its rights or obligations under this Agreement, to any Affiliate or third party. This Agreement and the Schedules shall be binding upon and shall inure to the benefit of the Parties hereto and their respective permitted successors and permitted assigns.

11.3 Survival. The Sections of this Agreement which by their nature should survive termination or expiration of this Agreement will survive termination or expiration of this Agreement, including Sections 3, 4, 5.4, 5.6, 6, 7, 8, 9, and 12.

11.4 Entire Agreement; Amendment. This Agreement including all Schedules and Exhibits attached hereto is the complete and exclusive statement of the mutual understanding of the Parties relating to the subject matter of this Agreement, and supersedes and replaces any and all previous written and oral agreements, communications, and other understandings between the Parties relating to the subject matter of this Agreement. This Agreement and each Schedule in order to be effective shall have been signed by

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an authorized representative of each of the Parties. Any amendments or modifications to this Agreement or any Schedule shall be effective only to the extent they are made expressly in writing signed by each of the Parties. Any waiver of any of the terms or conditions of this Agreement or any Schedule by a Party shall be effective only to the extent they are made expressly in writing signed by such Party. No force or effect shall be given to any terms or conditions contained on or in any Customer purchase order or any other Customer form document issued by Customer to LVT under or in connection with this Agreement, even if accepted or not rejected by LVT. No agency, partnership, joint venture, franchise, or employment relationship of any kind is created or entered into between the Parties under or as a result of this Agreement or any Schedule. Customer does not and shall not have any authority or right of any kind to bind LVT, its Affiliates, suppliers, or licensors in any respect whatsoever.

11.5 Notices. All notices required or permitted to be given between the Parties under this Agreement shall be in writing and shall be deemed to have been duly given to the other Party at its address first listed above in this Agreement: (i) when received, if personally delivered; (ii) when received, if delivered by courier service; and (iii) upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid.

11.6 Force Majeure. Neither Party shall be liable or responsible to the other Party under this Agreement or any Schedule for any failure or delay in fulfilling or performing any of its obligations under this Agreement or any Schedule (except for obligations of Customer to make payments of Fees to LVT hereunder) if and to the extent such failure or delay is caused by or results from events or acts beyond the affected Party’s reasonable control, including without limitation: acts of God; flood, fire or explosion; war, invasion, riot or other civil unrest; pandemics; actions, embargoes or blockades in effect on or after the Effective Date of this Agreement; or national or regional emergency (each of the foregoing, a “Force Majeure Event”). The Party whose performance of its obligations under this Agreement or any Schedule is prevented or delayed by a Force Majeure Event shall give written notice thereof to the other Party, stating the period of time the occurrence of the Force Majeure Event is expected to continue and the affected Party shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event on the performance of its obligations under this Agreement and applicable Schedule(s). Without limiting the foregoing, Customer acknowledges and agrees that LVT assumes no and shall have no responsibility or liability for any interruptions, delays, or failures in installation of the Hardware or for the consequences therefrom, however caused, or for any interruptions, delays, or failures of the SaaS Solution, Hardware, Software, Services, and/or any other components of the System or for the consequences therefrom, due to any Force Majeure Event, and LVT shall not be required to provide the SaaS Solution, Hardware, Software, Services, and/or any other components of the System to Customer or Users while such interruption, delay, or failure of the SaaS Solution, Hardware, Software, Services, and/or any other components of the System is due to any such Force Majeure Event.

11.7 Governing Law. This Agreement and the Schedules shall be governed by the laws of the State of California, and the applicable Federal laws of the U.S.A., without regard to conflict or choice of laws rules or principles. Any dispute between the Parties arising from or relating to this Agreement or any Schedule shall be instituted in the courts of competent jurisdiction located in the State of California. Each Party waives and agrees not to plead or claim that a dispute brought in such court has been brought in an inconvenient forum. Notwithstanding the foregoing, LVT shall have the right at any time to institute or bring any action or proceeding in any court of competent jurisdiction in California for injunctive or other equitable relief for or in connection with any Intellectual Property Rights of LVT or any Confidential Information of LVT.

11.8 Prevailing Party. In any arbitration, or legal action or proceeding between the Parties in connection with this Agreement or any Schedule, the prevailing Party in such arbitration, or legal action or proceeding will be entitled to recover and be awarded its costs and attorneys’ fees incurred by such Party in such arbitration, or legal action or proceeding.

11.9 Remedies. The rights and remedies of LVT under this Agreement, the Schedules, or otherwise available to LVT at law or in equity, are not exclusive, but rather shall be cumulative and the exercise of any particular right or remedy by LVT shall not preclude the exercise of any other rights or remedies by LVT in addition to, or as an alternative of, such right or remedy.

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11.10 Counterparts. This Agreement and each Schedule may be executed by the Parties in any number of counterpart originals, each of which shall be deemed an original instrument for all purposes, but all of which together shall comprise one and the same instrument. Signed copies of this Agreement and each Schedule may be delivered by a Party to the other Party by facsimile or email, and a facsimile or scanned copy of this Agreement and each Schedule so delivered shall be binding as an original.

12. DEFINITIONS

12.1 “Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with another entity, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

12.2 “Customer” means the entity identified at the top of this Agreement as the Customer.

12.3 “Customer Data” means any information or data about Customer or Users that is supplied to LVT by Customer or any User in connection with their access to or use of the SaaS Solution or Services, or which LVT is required to access, use, generate, process, store, or transmit pursuant to this Agreement, including information about Customer’s and Users’ respective devices, computers, and use of the SaaS Solution or Services.

12.4 “Customer Personal Data” means any Customer Data that is personal data as defined under applicable Data Protection Laws.

12.5 “Data Protection Laws” means any applicable data protection laws, regulations, and legally binding codes of practice from time-to-time in force applicable to the performance of a Party’s obligations under this Agreement and any implementing legislation in the jurisdiction in which the Customer is located and any legislation which is analogous to and has the same object as the foregoing, namely the control and protection of data which is personal to individuals.

12.6 "Documentation" means all LVT documentation and/or other materials (including manuals, instructions, training materials, user guides, specifications, flow charts, technical and functional specifications, logic diagrams, and other support materials) for the access, use, operation, and/or functionality of the SaaS Services, Hardware, Software, Services, and/or other components of System provided or made available by LVT to Customer pursuant to this Agreement.

12.7 “Fees” means any and all fees and other amounts due from or payable by Customer to LVT as set forth on the Payment Schedule in a Schedule or as otherwise provided for in this Agreement or any Schedule.

12.8 “Hardware” means the LVT hardware and/or equipment listed or described in a Schedule and made available to Customer and Users by LVT under such Schedule and this Agreement, including any and all Updates of the preceding.

12.9 “Integration Software” means all (i) LVT proprietary software and (ii) open source software used in providing the SaaS Solution or Services which integrates with Customer’s network or application, including SSL or other VPN, Unix operating system, Microsoft application, or web application, as provided in the Documentation and any Updates, upgrades, fixes, or patches of the preceding developed and provided or made available to Customer by LVT under this Agreement from time-to-time.

12.10 “Intellectual Property Rights” means any and all patents, copyrights, trademarks, trade secrets, (including applications and registrations for any of the preceding rights), and any and all other intellectual, proprietary, and industrial property rights of whatever nature in each case in any part of the world and whether or not registered or registerable, for the full period of the applicable afforded rights and any and all extensions and renewals of any of the preceding where applicable.

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12.11 “Law(s)” means any and all laws, ordinances, statutes, rules, and regulations of any U.S. federal, state, or local governmental body or unit.

12.12 “LVT Admin Panel” means the LVT web portal currently accessible at https://vms.lvt.com, which allows Customer’s appointed Administrator(s) to, among other options, enroll and activate Users, issue and manage passcodes and bypass codes, and manage Customer’s and each User’s applicable mobile devices.

12.13 “LVT Mobile Software” means all LVT proprietary mobile software applications used in providing the SaaS Solution and Services to Customer, and any Updates, upgrades, fixes, or patches of the preceding developed and provided or made available to Customer by LVT under this Agreement from time-to-time.

12.14 “Payment Schedule” means the payment schedule for the Fees due from or payable by Customer to LVT as detailed in the applicable Schedule entered into between the Parties. The terms of the Payment Schedule in a Schedule may require Customer payment of such Fees to be paid to LVT either monthly on the first day of the calendar month, by ACH or credit card, annually, or multi-year and invoiced in advance, with payment due and payable in full from Customer to LVT within thirty (30) days of Customer receipt of LVT’s invoice therefor. Such Payment Schedule in a Schedule may also specify, among other things, a description of the SaaS Solution, Hardware, Software, Services, and/or other components of the System, maximum number of Users, initial Schedule Term, Fees, and such other charges and terms as agreed between the Parties in such Schedule.

12.15 “Performance Data” means any and all aggregate de-identified data and information from or relating to Customer’s and Users’ access to and/or use of the SaaS Solution, Hardware, Software, Services, and/or any other components of the System, including any performance, analytics, or statistical data, that LVT may collect, develop, or generate from time-to-time from or relating to Customer’s and Users’ access to and/or use of the SaaS Solution, Hardware, Software, Services, and/or any other components of the System.

12.16 “Personal Information” means any information relating to an identified or identifiable individual, including, but not limited to, name, postal or email address (or other online contact information such as an online user ID), telephone number, Social Security number (or its equivalent), driver’s license number (or other government-issued identification number), date of birth, demographic information, health or medical information, health insurance information, biometric data, account information (including checking, credit card, or other financial account information), personal identification number, access code, password, security questions and answers, next of kin contact information, Internet Protocol (IP) address, or any other unique identifier or one of more factors specific to the individual’s physical, physiological, mental, economic or social identity, in whatever format, including that contained in communications, documents, databases, records, or materials of any kind whether such data is in individual or aggregate form, and regardless of the media in which it is contained, including any of the foregoing that may be (i) disclosed to LVT by Customer or Users under this Agreement; (ii) processed by LVT under this Agreement; or (iii) derived by LVT from the information described in (i) or (ii) above in this Section. Personal Information includes cardholder data from Customer, including transaction authorization information, primary account numbers, service codes, expiration dates, full magnetic stripe data or equivalent on a chip, CAV2/CVC2/CVV2/CID, PIN number and other information within the scope of the Payment Card Industry Data Security Standard of the PCI Security Standards Council.

12.17 “SaaS Solution” means the LVT software-as-a-service solution listed or described in the applicable Schedule and made available to Customer and Users by LVT under such Schedule and this Agreement, including any and all Updates of the preceding.

12.18 “Services” means the installation, maintenance, support, LVT Amin Panel services, and other services provided, supplied, or made available to Customer and Users by LVT under this Agreement or any Schedule, including any and all Updates of the preceding.

12.19 “Schedule” means a written Schedule entered into between Customer and LVT that lists or describes the SaaS Solution, Hardware, Software, Services, Documentation, and/or any other components of the

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System, and/or any other products and/or services, that are ordered by Customer from LVT pursuant to such Schedule that shall be provided or made available to Customer and Users by LVT under such Schedule and this Agreement.

12.20 “Software” means the Integration Software and LVT Mobile Software, including any and all Updates of the preceding, that LVT provides or makes available to Customer or Users under this Agreement or any Schedule.

12.21 “System” means the SaaS Solution, Hardware, Software, Services, and Documentation provided or made available to Customer and Users by LVT under this Agreement or any Schedule.

12.22 “Updates” means any and all bug fixes, patches, corrections, enhancements, updates, or upgrades (including new versions) of or for the SaaS Solution, Software, or Services, as the case may be, which are provided or made available to Customer and Users by LVT under this Agreement or any Schedule.

12.23 “User” means any Customer user of the SaaS Solution, Hardware, Software, Services, and/or other components of the System whom Customer has authorized to enroll to access and use the SaaS Solution, Hardware, Software, Services, and/or other components of the System provided or made available to Customer and Users by LVT under this Agreement.

12.24 “Virus” means software computer instructions that: (i) adversely affect or disable the operation, security or integrity of a computing, telecommunications, or other digital operating or processing system or environment, including, without limitation, software, programs, data, databases, computer libraries, and computer and communications equipment, by altering, destroying, disrupting or inhibiting such operation, security or integrity; (ii) without functional purpose, self-replicate without written manual intervention; or (iii) purport to perform a useful function but which actually perform either a destructive or harmful function, or perform no useful function and utilize substantial computer, telecommunications or memory resources.

*** Signature Page to Follow ***

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement below through their duly authorized respective representatives to be effective as of the Effective Date of this Agreement.

CUSTOMER: CITY OF VALLEJO

By:

Name: Andrew Murray

Title: City Manager
LIVEVIEW TECHNOLOGIES, INC.

By:

Name: John Thomas

Title: Head Corporate Counsel

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Exhibit A
Data Protection Addendum
This Data Protection Addendum ("DPA") is entered into under and forms part of the Master SaaS and Service Level Agreement ("Master Agreement") entered into by and between the Customer named in the Master Agreement and LiveView Technologies, Inc. ("LVT"). This DPA shall be effective as of the earlier of the Effective Date of the Master Agreement or the date that Customer Data is first processed (as defined below) by LVT. This DPA is incorporated into the Master Agreement by this reference. Except as modified below, the terms of the Master Agreement shall remain in full force and effect in accordance with the terms of the Master Agreement.

In consideration of the mutual obligations in this DPA, the parties hereto agree as follows:

1. Definitions. The following definitions apply in this DPA. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Master Agreement.

1.1 “CCPA” means the California Consumer Privacy Act of 2018, as may be amended, or superseded from time-to-time, as well as any implementing regulations. This includes the California Privacy Rights Act of 2020 (“CPRA”), which amends the CCPA.

1.2 "Data Subject" means an individual who is the subject of Customer Data.

1.3 “Customer Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with Customer, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

1.4 “Customer Data” means any information or data processed by LVT or any Subprocessor on behalf of a Customer Group Member pursuant to or in connection with the Master Agreement. Without limitation, Customer Data includes Personal Information.

1.5 “Customer Group Member” means Customer or any Customer Affiliate.

1.6 "Personal Information" means any information that (a) identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household; or (b) the applicable Data Protection Laws otherwise define as protected personal information, personal data, or the like.

1.7 "Data Protection Laws" means all applicable federal, state, provincial, municipal, and foreign laws and regulations relating to the processing, protection, or privacy of Personal Information that are applicable to a particular Party’s performance under the Master Agreement, including where applicable, the guidance and codes of practice issued by regulatory bodies (including industry self-regulation) in any relevant jurisdiction. This includes, but is not limited to, the CCPA, as well as any law or regulation that comes into effect after the date of execution of this DPA, including applicable data protection laws such as the California Consumer Privacy Act, the California Privacy Rights Act, the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Utah Consumer Privacy Act, section 5 of the FTC Act, state data breach notification laws, the Controlling the Assault of Non-Solicited Pornography and Marketing (“CAN-SPAM” Act), the Telephone Consumer Protection Act (“TCPA”), and any other similar privacy, cybersecurity data protection laws applicable to the protection and processing of Personal Information that may be enacted during the term of this DPA.

1.8 “Security Incident" means any (a) unauthorized, acquisition, loss, access, or use of any Customer Data; or (b) breach of security leading to the accidental or unlawful destruction, loss, alteration, unavailability, unauthorized disclosure of or access to Customer Data. To clarify, the loss, theft, or unavailability of, or unauthorized access, disclosure, acquisition or other processing of Customer Data is a Security Incident whether or not the incident rises to the level of a security breach or incident requiring notification under the Data Protection Laws.

1.9 “Subprocessor" means any person or entity (including any third party and any LVT Affiliate but excluding LVT employees) appointed by or on behalf of LVT to process Customer Data on behalf of any Customer Group Member or that LVT otherwise makes Customer Data available for a business purpose.

18 18

1.10 “LVT Affiliate" means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with LVT, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

1.11 “collect,” “contractor,” “controller,” “process,” “processor,” “sell,” “share,” “sensitive personal information,” and “service provider” shall be interpreted as defined by that term or the similar and reasonably equivalent terms under applicable Data Protection Laws. Their cognate terms shall be construed accordingly.

Personal Information Types and Processing Purposes

1.12 As between the parties hereto, Customer is the controller of the Customer Data and LVT is the processor or service provider, as applicable. As such, Customer retains control of the Customer Data and remains responsible for its compliance obligations under the applicable Data Protection Laws, including providing any required notices and obtaining any required consents, and for the processing instructions it gives to LVT.

1.13 Each party hereto shall comply with all applicable Data Protection Laws in the processing of Customer Data and provide the same level of privacy protection as may be required by the applicable Data Protection Laws.

LVT's Obligations

1.14 Customer Data is disclosed to LVT (or collected by LVT on behalf of a Customer Group Member) only for the limited purpose of providing the SaaS Solution, Services, or as otherwise set forth in the Master Agreement. LVT will only process Customer Data as a processor or service provider, as applicable, and only to the extent, and in such a manner, as is necessary for LVT to provide the SaaS Solution, Services, or as otherwise set forth in the Master Agreement in accordance with Customer's written instructions.

Customer and LVT acknowledge and agree that the Master Agreement (including any Schedules, orders made, and statements of work executed thereunder) and this DPA constitute Customer’s instructions to LVT at the time of signing of this DPA.

1.15 LVT is prohibited from (a) selling or sharing the Customer Data; (b) retaining, using, or disclosing the Customer Data for any purpose other than for providing the SaaS Solution, Services, or as otherwise set forth in the Master Agreement as directed by Customer or as otherwise required by Data Protection Laws; (c) retaining, using, or disclosing the information outside of the direct business relationship between LVT and Customer; (d) combining Customer Data with Personal Information that the LVT receives on behalf of another person or entity, or collects from its own interactions with a Data Subject unrelated to the SaaS Solution, Services, or as otherwise set forth in the Master Agreement; and (e) knowingly collecting Customer Data that qualifies as sensitive personal information unless expressly instructed to do so by Customer.

1.16 LVT must promptly notify Customer if LVT determines that it can no longer meet its obligations under applicable Data Protection Laws.

1.17 LVT will maintain the confidentiality of all Customer Data, will not disclose it to anyone unless Customer, the terms of the Master Agreement or any Schedule, or this DPA specifically authorizes the disclosure, or the disclosure is required by law. If a law requires LVT to process or disclose Customer Data, LVT must first inform Customer of the legal requirement and give Customer an opportunity to object or challenge the requirement, unless the law prohibits such notice.

1.18 LVT will reasonably assist Customer to meet its compliance obligations under the Data Protection Laws, taking into account the nature of LVT's processing and the information available to LVT.

1.19 Any notice or method used by LVT in connection with the collection of Customer Data by LVT must be consistent with LVT’s obligations in the Master Agreement, this DPA, and the applicable Data Protection Laws. Without limitation, any such notice or method must be consistent with LVT being a “service provider” or “processor” to Customer, as those terms are defined under the applicable Data Protection Laws.

1.20 LVT grants to Customer the right, upon notice, to take reasonable and appropriate steps to (a) help ensure that LVT uses Customer Data in a manner consistent with Customer’s obligations under the Data Privacy and Protection Laws; and (b) stop and remediate unauthorized use of Customer Data.

19 19

1.21 If the Master Agreement permits LVT to deidentify or anonymize Customer Data or create or use aggregate Data Subject information (collectively, “Deidentified Data”), LVT must do so in a way so that it no longer meets the applicable Data Protection Laws’ definition of Personal Information, and in a manner that cannot be reconstructed to identify any Customer Group Member. LVT will (a) take reasonable measures to ensure that the Deidentified Data cannot be associated with a natural person or Customer Group Member; (b) publicly commit to maintaining and using the Deidentified Data without attempting to re-identify the data; and (c) contractually obligate recipients of Deidentified Data to comply with all provisions of this Section.

1.22 If the Services use or incorporate technology that uses machine learning, artificial intelligence, or other similar technologies (together, “AI Technology”), LVT represents and warrants that it will use reasonable and appropriate safeguards in its design and operation of AI Technology including, without limitation, to identify and mitigate the risk of bias, prevent discrimination, and otherwise meet reasonable industry practices and evolving legal and regulatory obligations applicable to the development and use of AI Technologies.

1.23 LVT shall cooperate with and assist Customer in its response to (and fulfillment of) Data Subject requests. If LVT receives a request directly from a Data Subject to exercise their rights under to applicable Data Protection Laws with respect to their Customer Data, then LVT shall promptly inform the Data Subject that the request cannot be acted upon because it has been sent to a service provider or processor, as applicable.

2. Complaints and Third-Party Requests

2.1 LVT must promptly notify Customer (but in no event later than three (3) business days) if it receives any complaint, notice, or communication that directly or indirectly relates to (i) Customer’s compliance with the Data Protection Laws; or (ii) LVT’s compliance with the Data Protection Laws related to its processing of Customer Data.

2.2 LVT will not disclose Customer Data to any third party unless authorized by Customer or required by law. If government or regulatory authority demands access to Customer Data, LVT will notify Customer prior to disclosure, unless such notification is prohibited under applicable law.

2.3 LVT shall implement reasonable safeguards designed to ensure that access to Customer Data is restricted to only those LVT personnel who have a need to know such information to enable LVT to perform its obligations under the Master Agreement and this DPA. LVT’s personnel engaged in the processing of Customer Data shall be informed of the confidential nature of the Customer Data, have received training regarding their responsibilities with respect to Customer Data comprising Personal Information, and are aware of their obligations of confidentiality with respect to Personal Information. Further, LVT will take reasonable steps to ensure the reliability, integrity, and trustworthiness of all of LVT's personnel with access to the Customer Data.

3. Security Practices. LVT must at all times implement reasonable and appropriate technical and organizational measures designed to safeguard Customer Data against unauthorized or illegal access, destruction, use, modification, processing, copying, or disclosure and against accidental loss, destruction, or damage including, but not limited to, the security compliance requirements set forth in Appendix A (“Security Compliance Requirements”) attached to this DPA. LVT must document those measures in writing and periodically review them, at least annually, to ensure they remain current and complete. Further, LVT must take reasonable precautions to preserve the integrity of any Personal Information it processes and to prevent any corruption or loss of the Personal Information, including but not limited to establishing effective back-up and data restoration procedures.

4. Security Incidents. LVT will within 48 hours notify Customer if it becomes aware of any Security Incident. Upon becoming aware of any Security Incident, LVT will take prompt action to reasonably contain, mitigate risks and further harm, and recover from the Security Incident in a manner that preserves relevant evidence and can support an appropriate subsequent investigation. LVT will also reasonably cooperate with and provide assistance to Customer to support Customer’s review, investigation and response to the Security Incident. This coordination may include: (a) assisting with any forensic investigation or review of the incident; (b) providing Customer with physical access to any facilities and operations affected; (c) facilitating interviews with LVT’s and its Subprocessors’ personnel, former employees and others involved

20 20
in the matter as may be appropriate; and (d) making available all relevant and non-privileged records, logs, files, data reporting, forensic reports, and other materials required to comply with all Data Protection Laws or as otherwise reasonably required by Customer. LVT will cover all reasonable expenses associated with the performance of the obligations under this Section, unless the matter arose from the Customer’s specific instructions, negligence, willful default, or breach of this DPA, in which case Customer will cover all such reasonable expenses. LVT will also reimburse Customer for actual reasonable expenses incurred by Customer when responding and mitigating damages, to the extent that the Security Incident was caused by LVT.

5. Cross-Border Transfers. LVT shall store Customer Data on servers or equipment located in the United States.

6. Subprocessors

6.1 LVT may authorize a Subprocessor to process the Customer Data only if: (a) the Customer is given an opportunity either to opt out or to object within 30 days after the LVT supplies the Customer with details regarding such Subprocessor; (b) LVT enters into a written contract with the Subprocessor that contains terms substantially the same as those set out in this DPA; and (c) the LVT maintains control over all Customer Data it entrusts to the Subprocessor.

6.2 In the event Customer exercises its right to object to a new Subprocessor as described above in this Section, LVT will use reasonable efforts to make available to Customer a change in the SaaS Solution or Services or recommend a commercially reasonable change to Customer’s configuration or use of the SaaS Solution or Services to avoid processing of Customer Data by the objected-to new Subprocessor without unreasonably burdening the Customer. If LVT is unable to make available such change within a reasonable time period, which shall not exceed thirty (30) days, Customer may terminate the applicable Schedule, order form, or agreement that relates to such SasS Solution or Services which cannot be provided by LVT without the use of the objected-to new Subprocessor by providing written notice of such termination to LVT. LVT will refund to Customer any prepaid fees covering the remainder of the term of such Schedule, order forms, or agreement, as applicable, following the effective date of such Customer termination with respect to such terminated service.

6.3 Subject to the terms and conditions of sections 6.1 and 6.2, a Subprocessor located outside of the United States may view, monitor, and otherwise process Customer Data. However, no Subprocessor will download Customer Data to any system, service, or other equipment physically located outside of the United States.

6.4 LVT will be liable for the acts and omissions of its Subprocessors (and their downstream Subprocessors) to the same extent that LVT would be liable if performing the services of each Subprocessor directly. Nothing in this Section shall limit any requirements or obligations imposed on LVT relating to LVT’s use of Subprocessors in the Master Agreement.

7. Term. This DPA will remain in full force and effect so long as: (a) the Master Agreement remains in effect; or (b) LVT retains any Customer Data related to the Master Agreement in its possession or control (the "Term").

8. Data Return and Destruction. Upon written request from Customer to LVT and/or on expiration or termination of the Master Agreement for any reason, within thirty (30) calendar days of receipt of the request or expiration or termination of the Master Agreement, LVT will return and not retain, all or any Customer Data in its possession or control, except that LVT may temporarily retain one copy made for backup purposes in the ordinary course; provided that such archive copy will be subject to the ongoing obligations contained herein and shall be destroyed upon the normal expiration of backup files. LVT shall provide any such returned Customer Data in the format and media reasonably specified by Customer, together with information sufficient for Customer to interpret such information. If any law, regulation, or government or regulatory body requires LVT to retain any documents or materials that LVT would otherwise be required to return or destroy, it will notify Customer in writing of that retention requirement, giving details of the documents or materials that it must retain, the legal basis for retention, and establishing a specific timeline for destruction once the retention requirement ends. LVT may only use this retained Customer Data for the

21 21
required retention reason or audit purposes. Upon request, LVT will certify in writing that it has destroyed the Customer Data.

9. Assessments; Privacy and Security Reports

9.1 During the Term and for two (2) years after this DPA terminates, upon reasonable written request of Customer, upon at least 30 days’ notice, LVT shall allow, and cooperate with, reasonable assessments by Customer or Customer’s third-party representatives to evaluate LVT’s compliance with the terms of this DPA. The notice requirements herein will not apply if Customer reasonably believes that a Security Incident has occurred or is occurring, or LVT is in breach of any of its obligations under this DPA. Customer’s will limit its right to conduct assessments of LVT to no more than once per calendar year, unless Customer reasonably believes that a Security Incident has occurred or is occurring.

9.2 At least once per year during the Term, LVT will conduct site audits of its Personal Information processing practices and the information technology and information security controls for all facilities and systems used in complying with its obligations under this DPA, including, but not limited to, obtaining a network-level vulnerability assessment performed by a recognized third-party audit firm based on recognized industry practices. Upon Customer's written request to LVT, LVT will make all of the relevant security audit reports available to Customer for review, which may include as applicable: Statement on Standards for Attestation Engagements (SSAE) No. 18 audit reports for Reporting on Controls at a Service Organization, reports relating to its ISO/IEC 27001 certification and other similar reports. Customer will treat such audit reports as LVT's confidential information under the Master Agreement.

9.3 LVT will promptly address any material issues, concerns, or exceptions noted in assessments or reports or with the development and implementation of a corrective action plan, that addresses any such issues, concerns, or exceptions.

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APPENDIX A
Security Compliance Requirements

1. Application of Security Compliance Requirements. These Security Compliance Requirements apply to all Customer Data which is: (A) processed by LVT; (B) provided by or on behalf of Customer to LVT; (C) learned or otherwise used by LVT in connection with the performance of Services; or (D) otherwise collected or gathered from Customer in connection with the Services. Notwithstanding any contrary terms or conditions in the Master Agreement or any agreements between LVT and Customer, any exclusion in the Master Agreement or such agreements to the definition of Confidential Information shall not apply to Customer Data.

2. Generally Applicable Security Compliance Requirements: In all events, with respect to Customer Data, LVT shall:
a. follow the industry practice of ISO 27002:2005, Information Technology – Security Techniques - code of Practice for Information Security Management (“ISO Security Standard”), NIST 800-53, SSAE 18, or a similar industry framework.
b. logically and/or physically segregate Customer Data from the data of any third party (excluding, for the avoidance of doubt, data of Customer and its Affiliates necessary for LVT to fulfill its obligations or exercise its rights in or under the Master Agreement) and implement the rule of least privilege and reasonable industry standard access controls.
c. encrypt (utilizing AES-GSM 256-bit encryption or better) Customer Data if it is stored on network infrastructure owned and/or managed by LVT or on any approved cloud hosted infrastructure, or where Personal Information is transmitted over the internet or on a portable device. d. when deleting Customer Data, LVT shall comply with “NIST Guidelines for Media Sanitization (Draft SP 800-88)”.
e. implement Multi-Factor Authentication (“MFA”) for any external access to an internal network where Customer Data is accessible.
f. notify the Customer Information Security organization promptly of any Security Incident by sending email to a designated email provided by Customer to LVT in writing, in addition to notifying the primary business contact at Customer. Such notification must be made in conformance with the timing requirements set forth in the DPA. The notification requirements and recipients in this Section 2(F) are in addition to the notification requirements and obligations in the main body of the DPA. g. take prompt corrective action(s) to remedy a violation of (and to prevent any future violation of) any Security Compliance Requirement.
h. regularly monitor for and take prompt corrective action(s) to remediate any vulnerabilities or security concerns (i) identified by Customer; or (ii) identified by LVT and which present a high or critical risk to the systems that support the Services to Customer and/or Process Customer Data. i. implement corrective action(s) for each of the above provisions (G) through (H) in a timeframe reasonably appropriate in light of the risk or as otherwise agreed upon with Customer. j. maintain cybersecurity liability insurance reasonable and appropriate to the nature of LVT’s business and Services provided to Customer.

3. Certification Requirements: Company shall:
a. comply with both the general certification requirements set forth in this Section and any other applicable certification requirement(s) set forth elsewhere in these Security Compliance Requirements or LVT’s agreement(s) with Customer.
b. provide certification of compliance with the applicable Security Compliance Requirements by either obtaining such certification from an independent information security service company or through an annual self-assessment and certification, as approved by Customer. c. provide written certification to Customer that Customer Data has been destroyed in accordance with the requirements of this Appendix A.

The D3 Live Unit is a cutting-edge, cloud-based security system. It provides a turn-key mobile solution for perimeter detection, deterrence, and alert-based monitoring. It is completely portable and is easy to deploy, relocate, or remove because it does not require hardwired connections. Instead, The D3 Live Unit combines solar power and batteries with cellular connectivity and proprietary software to protect your property.

KEY FEATURES
D3 SECURITY

DISCOVER, DETER, DEFEND
• Cloud-based automated alerts (email, SMS)
Active deterrence (flood light, two-way
speaker, strobe lights)
• Live streaming and 24/7 recording accessible
through cellular connectivity
• Thermal analytics detect day and night
• Self-sufficient power management with
tamper-resistant battery backup
• iOS and Android apps
• Optional live monitoring services
• Control camera access and add or remove
users at any time

1. LOUDSPEAKER

2. FLOOD LIGHT

3. ANTENNA

4. STROBE LIGHT (L)

5. STROBE LIGHT CENTER

6. STROBE LIGHT (R)

7. EDGE CONTROLLER
2TBSSD (INSIDE)

8. TOOL-LESS

INSTALLATION

9. 360° PTZ BI-SPECTRUM
CAMERA

10. THERMAL CAMERA

11. OPTICAL CAMERA

12. 360° PTZ CAMERA

TECHNICAL SPECIFICATIONS
WEIGHT 1,900 lbs
SUSPENSION 3,500 lbs axle & springs
TIRE SIZE 13”
POWER
24 V DC @ 24 watts (disarmed)
@ 35 watts (armed)
@ 100 watts (max, floodlight on)
SOLAR GENERATION 800 watts
BATTERY CAPACIT Y 460 AH
1 4 5 6
2 3
7 8
9 10
11 12

MEASUREMENTS

LENGTH WIDTH HEIGHT
DEPLOYED 103” 96” 264”
TRANSPORT 100” 68” 102”
TOW 135” 68” 102”

\tbx_2_sch1\
This Schedule, including the attached Quote, together with that certain Master SaaS and Service Level Agreement by and between LiveView Technologies, Inc. (“LVT”) and City of Vallejo, CA (“Customer”) dated as of 7/17/2025 ("MSLA"), sets forth the terms and conditions under which LVT will provide Customer with the products and services set forth on the Quote below (“Services”).

By executing this Schedule, Customer agrees to subscribe to the Services and to be bound by the terms and conditions of the MSLA. The MSLA is legally binding on Customer and Customer’s end users and governs their subscription to and use of the Services. Customer should carefully read the MSLA before executing and submitting this Schedule. This Schedule and the MSLA will not be binding on LVT until LVT confirms acceptance by executing this Schedule.

The person executing and submitting this Schedule hereby represents and warrants to LVT that they have the legal authority to bind the Customer to the Schedule and MSLA. Upon LVT’s acceptance of this Schedule, this Schedule and the MSLA represent the entire agreement between the Customer and LVT regarding the provision of Services by LVT to Customer.

Please check “yes” if you require a purchase order for this sale. \dd_1_po\

LVT will collect applicable sales tax on all sales unless a valid tax exemption certificate is provided at the time of sale. If you are tax-exempt, please check “yes” and provide a copy of your tax exemption certificate to ensure your exemption is applied.
\dd_1_te\
Agreed and Accepted on \d1\ Agreed and Accepted on \d2\ City of Vallejo, CA LiveView Technologies, Inc.

\s1\ \s2\
[Signature] [Signature]
\n1\ \n2\
[Name] [Name]
\t1\ \t2\
[Title] [Title]

802 E 1050 S
American Fork, UT 84003
Phone: (801) 221-9408
DUNS Number: 196941160
Federal Tax ID (EIN): 20-2350309
Order Form #: Q-36412 (replaces Q-35632)
Date: 8/14/2025
Expires On: 9/30/2025
Payment Schedule: Prepaid
Payment Terms: Net 45
Email: [email protected]
Company: Prepared By:

City of Vallejo, CA Eric Smith
Jerome Bautista Enterprise Account Executive - SLED
111 Amador [email protected]
Vallejo, California 94590
United States For information on LVT's licenses,
please see https://www.lvt.com/licenses
Payment Schedule Details
Payment Schedule: Prepaid Subscription Details
Payment Terms: Net 45 Subscription Term (Months): 24
MSA: Negotiated MSLA
Start Date: 8/13/2025
End Date:

The period between the Start Date
and End Date is the "Term".

Vallejo PD - Fairgrounds Plaza
QTY Monthly Total /
unit
Term Total /
unit
Contract Total
MSU Base 2.00 $1,700.00 $40,800.00 $81,600.00
Solar-powered LVT mobile surveillance unit with live video streaming for improved visibility and security. 7 days or local storage and 5 GB of data streaming. Single camera view. Data overages will be charged $10.00 per gigabyte.

Detect and Deter 2.00 $250.00 $6,000.00 $12,000.00
Proactive detections of suspicious activity and autonomous visual and audio deterrents to stop bad actors. Multi- camera view included. Increases cellular data/streaming to 15GB per month. Data overages will be charged $10.00 per gigabyte.

Alert Management 2.00 $125.00 $3,000.00 $6,000.00
Improved site safety with Command Center access for real-time LVT alert management and integration options for existing security solutions.

Enterprise Management 2.00 $125.00 $3,000.00 $6,000.00
Advanced cyber security and compliance functionality, along with tools to manage your program and locations.

Current VMS integrations and 30 days of local video storage included.

ARS-Expanded 2.00 $500.00 $12,000.00 $24,000.00
Rapid incident response with third-party managed alerts for your LVT Units and program. More than 12 hours of alerting. High traffic. Alerts for general surveillance and loitering are expected. 15-50 alerts per day.

Setup Fee 2.00 $0.00 $0.00 $0.00
Setup services for LVT mobile surveillance unit.

Shipping Fee 2.00 $0.00 $0.00 $0.00
Shipping services for LVT mobile surveillance to destination.

Subtotal (pre-tax): $64,800.00 $129,600.00

Vallejo PD - Autozone
QTY Monthly Total /
unit
Term Total /
unit
Contract Total
MSU Base 1.00 $1,700.00 $40,800.00 $40,800.00
Solar-powered LVT mobile surveillance unit with live video streaming for improved visibility and security. 7 days or local storage and 5 GB of data streaming. Single camera view. Data overages will be charged $10.00 per gigabyte.

Detect and Deter 1.00 $250.00 $6,000.00 $6,000.00
Proactive detections of suspicious activity and autonomous visual and audio deterrents to stop bad actors. Multi- camera view included. Increases cellular data/streaming to 15GB per month. Data overages will be charged $10.00 per gigabyte.

Alert Management 1.00 $125.00 $3,000.00 $3,000.00
Improved site safety with Command Center access for real-time LVT alert management and integration options for existing security solutions.

Enterprise Management 1.00 $125.00 $3,000.00 $3,000.00
Advanced cyber security and compliance functionality, along with tools to manage your program and locations.

Current VMS integrations and 30 days of local video storage included.

ARS-Expanded 1.00 $500.00 $12,000.00 $12,000.00
Rapid incident response with third-party managed alerts for your LVT Units and program. More than 12 hours of alerting. High traffic. Alerts for general surveillance and loitering are expected. 15-50 alerts per day.

Setup Fee 1.00 $0.00 $0.00 $0.00
Setup services for LVT mobile surveillance unit.

Shipping Fee 1.00 $0.00 $0.00 $0.00
Shipping services for LVT mobile surveillance to destination.

Subtotal (pre-tax): $64,800.00 $64,800.00
Vallejo PD - Noonie's Place
QTY Monthly Total /
unit
Term Total /
unit
Contract Total
MSU Base 1.00 $1,700.00 $40,800.00 $40,800.00
Solar-powered LVT mobile surveillance unit with live video streaming for improved visibility and security. 7 days or local storage and 5 GB of data streaming. Single camera view. Data overages will be charged $10.00 per gigabyte.

Detect and Deter 1.00 $250.00 $6,000.00 $6,000.00
Proactive detections of suspicious activity and autonomous visual and audio deterrents to stop bad actors. Multi- camera view included. Increases cellular data/streaming to 15GB per month. Data overages will be charged $10.00 per gigabyte.

Alert Management 1.00 $125.00 $3,000.00 $3,000.00
Improved site safety with Command Center access for real-time LVT alert management and integration options for existing security solutions.

Enterprise Management 1.00 $125.00 $3,000.00 $3,000.00
Advanced cyber security and compliance functionality, along with tools to manage your program and locations.

Current VMS integrations and 30 days of local video storage included.

ARS-Expanded 1.00 $500.00 $12,000.00 $12,000.00
Rapid incident response with third-party managed alerts for your LVT Units and program. More than 12 hours of alerting. High traffic. Alerts for general surveillance and loitering are expected. 15-50 alerts per day.

Setup Fee 1.00 $0.00 $0.00 $0.00
Setup services for LVT mobile surveillance unit.

Shipping Fee 1.00 $0.00 $0.00 $0.00
Shipping services for LVT mobile surveillance to destination.

Subtotal (pre-tax): $64,800.00 $64,800.00

Vallejo PD - Grocery Outlet
QTY Monthly Total /
unit
Term Total /
unit
Contract Total
MSU Base 1.00 $1,700.00 $40,800.00 $40,800.00
Solar-powered LVT mobile surveillance unit with live video streaming for improved visibility and security. 7 days or local storage and 5 GB of data streaming. Single camera view. Data overages will be charged $10.00 per gigabyte.

Detect and Deter 1.00 $250.00 $6,000.00 $6,000.00
Proactive detections of suspicious activity and autonomous visual and audio deterrents to stop bad actors. Multi- camera view included. Increases cellular data/streaming to 15GB per month. Data overages will be charged $10.00 per gigabyte.

Alert Management 1.00 $125.00 $3,000.00 $3,000.00
Improved site safety with Command Center access for real-time LVT alert management and integration options for existing security solutions.

Enterprise Management 1.00 $125.00 $3,000.00 $3,000.00
Advanced cyber security and compliance functionality, along with tools to manage your program and locations.

Current VMS integrations and 30 days of local video storage included.

ARS-Expanded 1.00 $500.00 $12,000.00 $12,000.00
Rapid incident response with third-party managed alerts for your LVT Units and program. More than 12 hours of alerting. High traffic. Alerts for general surveillance and loitering are expected. 15-50 alerts per day.

Setup Fee 1.00 $0.00 $0.00 $0.00
Setup services for LVT mobile surveillance unit.

Shipping Fee 1.00 $0.00 $0.00 $0.00
Shipping services for LVT mobile surveillance to destination.

Subtotal (pre-tax): $64,800.00 $64,800.00
Vallejo PD - M&M Liquors
QTY Monthly Total /
unit
Term Total /
unit
Contract Total
MSU Base 1.00 $1,700.00 $40,800.00 $40,800.00
Solar-powered LVT mobile surveillance unit with live video streaming for improved visibility and security. 7 days or local storage and 5 GB of data streaming. Single camera view. Data overages will be charged $10.00 per gigabyte.

Detect and Deter 1.00 $250.00 $6,000.00 $6,000.00
Proactive detections of suspicious activity and autonomous visual and audio deterrents to stop bad actors. Multi- camera view included. Increases cellular data/streaming to 15GB per month. Data overages will be charged $10.00 per gigabyte.

Alert Management 1.00 $125.00 $3,000.00 $3,000.00
Improved site safety with Command Center access for real-time LVT alert management and integration options for existing security solutions.

Enterprise Management 1.00 $125.00 $3,000.00 $3,000.00
Advanced cyber security and compliance functionality, along with tools to manage your program and locations.

Current VMS integrations and 30 days of local video storage included.

ARS-Expanded 1.00 $500.00 $12,000.00 $12,000.00
Rapid incident response with third-party managed alerts for your LVT Units and program. More than 12 hours of alerting. High traffic. Alerts for general surveillance and loitering are expected. 15-50 alerts per day.

Setup Fee 1.00 $0.00 $0.00 $0.00
Setup services for LVT mobile surveillance unit.

Shipping Fee 1.00 $0.00 $0.00 $0.00
Shipping services for LVT mobile surveillance to destination.

Subtotal (pre-tax): $64,800.00 $64,800.00

Vallejo PD - Safeway
QTY Monthly Total /
unit
Term Total /
unit
Contract Total
MSU Base 1.00 $1,700.00 $40,800.00 $40,800.00
Solar-powered LVT mobile surveillance unit with live video streaming for improved visibility and security. 7 days or local storage and 5 GB of data streaming. Single camera view. Data overages will be charged $10.00 per gigabyte.

Detect and Deter 1.00 $250.00 $6,000.00 $6,000.00
Proactive detections of suspicious activity and autonomous visual and audio deterrents to stop bad actors. Multi- camera view included. Increases cellular data/streaming to 15GB per month. Data overages will be charged $10.00 per gigabyte.

Alert Management 1.00 $125.00 $3,000.00 $3,000.00
Improved site safety with Command Center access for real-time LVT alert management and integration options for existing security solutions.

Enterprise Management 1.00 $125.00 $3,000.00 $3,000.00
Advanced cyber security and compliance functionality, along with tools to manage your program and locations.

Current VMS integrations and 30 days of local video storage included.

ARS-Expanded 1.00 $500.00 $12,000.00 $12,000.00
Rapid incident response with third-party managed alerts for your LVT Units and program. More than 12 hours of alerting. High traffic. Alerts for general surveillance and loitering are expected. 15-50 alerts per day.

Setup Fee 1.00 $0.00 $0.00 $0.00
Setup services for LVT mobile surveillance unit.

Shipping Fee 1.00 $0.00 $0.00 $0.00
Shipping services for LVT mobile surveillance to destination.

Subtotal (pre-tax): $64,800.00 $64,800.00

Quote Total:

Quote Total*: $453,600.00
*All quoted prices are listed pre-tax

Marketing Terms
N/A

Equipment Relocation/Shipping Costs
Both offsite and onsite relocations are subject to a relocation setup fee of $400.00 plus applicable shipping.

Local Permitting Requirements
Alarm permit requirements vary by location. It is Customer's responsibility to find out if their municipality has an alarm permit requirement and to obtain and pay for the permit before the LVT unit is set up.

The D3 Live Unit is a cutting-edge, cloud-based security system. It provides a turn-key mobile solution for perimeter detection, deterrence, and alert-based monitoring. It is completely portable and is easy to deploy, relocate, or remove because it does not require hardwired connections. Instead, The D3 Live Unit combines solar power and batteries with cellular connectivity and proprietary software to protect your property.

KEY FEATURES
D3 SECURITY

DISCOVER, DETER, DEFEND
• Cloud-based automated alerts (email, SMS)
• Active deterrence (flood light, two-way
speaker, strobe lights)
• Live streaming and 24/7 recording
accessible through cellular connectivity
• Thermal analytics detect day and night
• Self-sufficient power management with
tamper-resistant battery backup
• iOS and Android apps
• Optional live monitoring services
• Infrared analytics detect day and night

1. TWO-WAY SPEAKER

2. ANTENNA

3. STROBE LIGHT (L)

4. STROBE LIGHT CENTER

5. STROBE LIGHT (R)

6. FLOOD LIGHT

7. EDGE CONTROLLER
2TBSSD (INSIDE)

8. TOOL-LESS

INSTALLATION

TECHNICAL SPECIFICATIONS

MEASUREMENTS
WEIGHT 1,900 lbs
SUSPENSION 3,500 lbs axle & springs
TIRE SIZE 13”
POWER
24 V DC @ 24 watts (disarmed)
@ 35 watts (armed)
@ 100 watts (max, floodlight on)
SOLAR GENERATION 800 watts
BATTERY CAPACIT Y 460 AH
1 2
4 5
6 3 7
8 LENGTH WIDTH HEIGHT
DEPLOYED 103” 96” 264”
TRANSPORT 100” 68” 102”
TOW 135” 68” 102”
Docusign Envelope ID: 18457A0E-5553-4C2A-9FD5-6F15C1134C71

\tbx_2_sch1\
This Schedule, including the attached Quote, together with that certain Master SaaS and Service Level Agreement by and between LiveView Technologies, Inc. (“LVT”) and City of Vallejo, CA (“Customer”) dated as of 7/17/2025 ("MSLA"), sets forth the terms and conditions under which LVT will provide Customer with the products and services set forth on the Quote below (“Services”).

By executing this Schedule, Customer agrees to subscribe to the Services and to be bound by the terms and conditions of the MSLA. The MSLA is legally binding on Customer and Customer’s end users and governs their subscription to and use of the Services. Customer should carefully read the MSLA before executing and submitting this Schedule. This Schedule and the MSLA will not be binding on LVT until LVT confirms acceptance by executing this Schedule.

The person executing and submitting this Schedule hereby represents and warrants to LVT that they have the legal authority to bind the Customer to the Schedule and MSLA. Upon LVT’s acceptance of this Schedule, this Schedule and the MSLA represent the entire agreement between the Customer and LVT regarding the provision of Services by LVT to Customer.

Please check “yes” if you require a purchase order for this sale. \dd_1_po\

LVT will collect applicable sales tax on all sales unless a valid tax exemption certificate is provided at the time of sale. If you are tax-exempt, please check “yes” and provide a copy of your tax exemption certificate to ensure your exemption is applied.
\dd_1_te\
Agreed and Accepted on \d1\ Agreed and Accepted on \d2\ City of Vallejo, CA LiveView Technologies, Inc.

\s1\ \s2\
[Signature] [Signature]
\n1\ \n2\
[Name] [Name]
\t1\ \t2\
[Title] [Title]
Docusign Envelope ID: 18457A0E-5553-4C2A-9FD5-6F15C1134C71 Acting City Manager
7/18/2025
Jason Ta John Thomas
Corporate Counsel
7/18/2025

802 E 1050 S Order Form #: Q-35632
American Fork, UT 84003 Date: 7/18/2025
Phone: (801) 221-9408 Expires On: 8/16/2025
DUNS Number: 196941160 Payment Schedule: Prepaid
Federal Tax ID (EIN): 20-2350309 Payment Terms: Net 30
Email: [email protected]
Company: Prepared By:

City of Vallejo, CA Eric Smith
Jerome Bautista Enterprise Account Executive - SLED
555 Santa Clara St Ste 4 [email protected]
Vallejo, California 94590
United States For information on LVT's licenses,
please see https://www.lvt.com/licenses
Payment Schedule Details
Payment Schedule: Prepaid Subscription Details
Payment Terms: Net 30 Subscription Term (Months): 12
MSA: Negotiated MSLA
Start Date: 7/17/2025
End Date:

The period between the Start Date
and End Date is the "Term".

Vallejo Fairgrounds Plaza
QTY Monthly Total /
unit
Term Total /
unit
Contract Total
Subscription - Prepaid 2.00 $2,200.00 $26,400.00 $52,800.00 Mobile Mounting Structure - Solar - White 2.00 $0.00 $0.00 $0.00 ARS-Expanded 2.00 $500.00 $6,000.00 $12,000.00
Setup Fee 2.00 $0.00 $0.00 $0.00
Shipping Fee 2.00 $0.00 $0.00 $0.00
Subtotal (pre-tax): $32,400.00 $64,800.00
Quote Total:

Estimated Tax: $5,994.00
Marketing Terms
N/A
Equipment Relocation/Shipping Costs
Both offsite and onsite relocations are subject to a relocation setup fee of $400.00 plus applicable shipping.

Pre-Tax Quote Total: $64,800.00
Docusign Envelope ID: 18457A0E-5553-4C2A-9FD5-6F15C1134C71

Data Usage Charges
All quoted prices are listed pre-tax. LVT will make the Services available through the use of cellular data connectivity. Unless otherwise agreed to in writing, customer will have access to 5 gigabytes of cellular data per month for a standard LVT Omni unit. Customer will have access to 15 gigabytes of cellular data per month for a LVT D3 security unit. Data usage will be reset to zero on the first day of each month. Customers who go over their data usage will be charged $10.00 per gigabyte.

Local Permitting Requirements
Alarm permit requirements vary by location. It is Customer's responsibility to find out if their municipality has an alarm permit requirement and to obtain and pay for the permit before the LVT unit is set up.

Third-Party Alert Response Services Packages
ARS-STANDARD - Up to 12 hours of alerting. Intermittent traffic. Will use audio for non-threatening alerts.

Up to 15 alerts per day.

ARS-EXPANDED - More than 12 hours of alerting. High traffic. Alerts for general surveillance and loitering are expected. 15-50 alerts per day.

Docusign Envelope ID: 18457A0E-5553-4C2A-9FD5-6F15C1134C71

OFFICE OF THE CHIEF OF POLICE

VALLEJO POLICE DEPARTMENT

SPECIAL ORDER 2025-01

DATE: July 29, 2025

TO: All Personnel

FROM: Jason Ta, Chief of Police

SUBJECT: Mobile Security Towers

BACKGROUND

On July 1, 2025, Vallejo City Council convened a special meeting to discuss and brainstorm possible solutions to deter crime in the summer months. Vallejo Police Department (VPD) gave a thorough presentation to the City Council and presented various technology and staffing options to the City Council. One of the options was to install multiple Mobile Security Towers in various crime hot spots in the city. Vallejo City Council unanimously directed the staff to expedite the purchase of security towers and committed to a budget allocation for the purchase.

Since this is new technology, the use of Mobile Security Towers are required to be reviewed by the Surveillance Advisory Board (SAB). On July 24, 2025, VPD provided a presentation to the SAB on the use of the security towers. The SAB was asked to review various privacy issues surrounding this technology. The SAB approved the use of the Mobile Security Towers pending the completion of a policy with input from the SAB . The SAB will convene an ad - hoc committee to work alongside VPD in creating a policy sp ecific to the use of Mobile Security Towers. SAB has directed the Department to follow the San Francisco Police Department Mobile Security Unit Department Notice (24 -143) while VPD and the SAB ad - hoc committee collaborate to create policy specific for VPD. The department has reviewed the San Francisco Police Department policy and determined it to be a sound policy , well within industry standards.

Members of the Vallejo Police Department will adhere to the following guidelines until a policy surrounding the Mobile Security Towers is finalized and completed.

The purpose of this Special Order is to provide guidance for the placement and monitoring of Mobile Security Towers (MSTs), otherwise known as camera trailers, as well as the storage and release of captured images.

This guideline only applies to MSTs and does not apply to any other surveillance technology used by the Department.

Policy
It is the policy of the VPD to operate MS Ts as part of the Department's crime -reduction strategy, to effectively allocate and deploy personnel, and to enhance public safety in public areas. MSTs are strategically placed to act as a high visibility deterrent, to detect and capture criminal activity, and to help safeguard against threats to the public.

In real time, members may access live monitoring, broadcast audio messages, and activate lights and strobes. Members will also have access to historical video and audio footage. The placement and use of MSTs by Department members shall be done in a legal and ethical manner to protect individuals' constitutional right to privacy.

Authorized Use
MSTs may be accessed for legitimate law enforcement purposes. Legitimate law enforcement purposes may include, but are not limited to:
• The prevention, detection, and investigation of crimes. • The apprehension of individuals.
• Deployment of resources.
• Training, research, and media relations.

Prohibited Use
MSTs may not be used in any of the following ways:
• In any way that violates the law.
• For a non-law enforcement purpose.
• For the purpose of infringing on the lawful exercise of rights protected by the First Amendment.

MSTs will not be intentionally used in any manner as to invade the privacy of individuals or to observe areas where individuals have a reasonable expectation of privacy.

Access to Footage
The Department will provide members with access to the web -based platform and mobile app to view video footage. Access will be provided on a need-to-know, right-to-know basis.

Administrator privileges such as defining user roles, programing alerts, or push notifications will be managed through the Operations Bureau Captain or their designee.

Data Retention

The Department "must not retain any public footage for longer than 30 days unless a sworn member holding the rank of Captain or higher has determined that a longer retention period is necessary due to an open criminal investigation."

All downloaded media shall be stored in a secure manner and access shall be limited to authorized personnel. Video evidence obtained for a criminal investigation shall be maintained in accordance with established evidence procedures and shall be appropriately documented.

Transparency in Use of MSTs
The MSTs video management system has an audit feature and logs when the system was accessed, and which actions were taken by the user. Such actions may include when the cameras were accessed and that footage was viewed or downloaded.

Data Sharing

1. All Public Records Act requests for data shall be forwarded to and managed by th e Professional Standards Division.

2. Data may be shared with law enforcement partners for law enforcement purposes.

3. Data may be shared with media outlets or on Department social media with the approval of the Chief of Police or in accordance with department guidelines.

CONCLUSION

As of July 29, 2025, members of Vallejo Police Department will adhere to VPD Special Order 2025-1.

ACTION ITEM 8.G.

DATE: September 23, 2025
TO: Mayor and Members of the City Council
FROM: Beth Schoenberger, Water Director
SUBJECT: ADOPT A RESOLUTION TO AWARD AND APPROVE A PROFESSIONAL SERVICES

AGREEMENT WITH TELSTAR INSTRUMENTS FOR SUPERVISORY CONTROL AND

DATA ACQUISITION (SCADA) PROGRAMMING AND ENGINEERING SERVICES IN AN AMOUNT NOT TO EXCEED $740,000 AND AUTHORIZING THE CITY MANAGER TO

EXECUTE THE SAME

RECOMMENDATION
Adopt a resolution approving a Professional Services Agreement with Telstar Instruments for Supervisory Control and Data Acquisition (SCADA) Programming and Engineering Services in an amount not to exceed $750,000 and authorizing the City Manager to execute the same.

REASONS FOR RECOMMENDATION
The City of Vallejo Water Department (VWD) has a continuous need for SCADA programming and engineering services to monitor and control the water treatment and distribution systems. After following the competitive procurement process for these services, staff recommends awarding a contract to Telstar Instruments.

BACKGROUND AND DISCUSSION
Drinking water systems are managed and operated by staff using a computerized system that monitors and controls processes, equipment, and water treatment plants from centralized locations. The system is called Supervisory Control and Data Acquisition (SCADA). Vallejo Water staff use SCADA to remotely monitor, interface, and control key elements of the water treatment processes at the City's three water treatment plants and the tanks, valves, and pump stations in the 600 miles of the water distribution system. While onsite, staff handle multiple hands-on responsibilities at the treatment plants, and use the SCADA interface to collect, measure, and transmit data, also known as the telemetry. The water distribution control telemetry and the three plants must be accessible remotely 24/7/365 and SCADA is the key to making that possible. In order to interface with the existing equipment and devices at the treatment plants, the SCADA system program requires customized programming unique to Vallejo's treatment and distribution infrastructure, geography, and equipment. . The programming of Vallejo's SCADA system, is constantly being updated as equipment and treatment processes are replaced, upgraded, refined and improved. The technical expertise required for programming a SCADA system is highly specialized and commands compensation beyond the scale of Vallejo's civil service enviornment. As a result a reliable, stable, and highly technical vendor is required as the SCADA system is the lifeblood of the water system.

On June 09, 2025, the Water Department issued a Request for Proposals (RFP) for SCADA Programming and Engineering Services. By the final response date of June 13, 2025, just one proposal was received. The unique and complex configuration of the City of Vallejo water system, which its SCADA system must support, could not be accommodated by other consultants as it has taken years to build and seasoned Vallejo- knowledgeable personnel to operate. The one proposal received, from Telstar Instruments, Inc., offered services that meet all requirements for compatibility with the Vallejo SCADA system.

Date: September 23, 2025
Subject: ADOPT A RESOLUTION TO AWARD AND APPROVE A PROFESSIONAL SERVICES

AGREEMENT WITH TELSTAR INSTRUMENTS FOR SUPERVISORY CONTROL

AND DATA ACQUISITION (SCADA) PROGRAMMING AND ENGINEERING SERVICES IN AN AMOUNT NOT TO EXCEED $740,000 AND AUTHORIZING THE

CITY MANAGER TO EXECUTE THE SAME

Telstar has been performing SCADA programming and engineering work for the City of Vallejo for the past 20 + years under contract. The contract includes the services of a certified SCADA programmer, a licensed electrical engineer, an electrical drafter, and an electrician. While the City has considered, explored, and researched the option to handle SCADA system needs in-house, every analysis shows that option as being out of reach for financial, technological, and staffing capacity reasons. Five new full-time equivalent positions in Water would be required to adequately address the SCADA system needs, the City would need to create the highly-technical classification specifications in a highly competitive market, just to minimally cover the multi-faceted SCADA-support skills being contracted. The City is launching a required upgrade of its SCADA system requiring the expertise of TelStafa great deal. The proposed contract with Telstar Instruments, in an amount not to exceed $750,000, will run from October 1, 2025 through September 30, 2027, with no options to extend.

FISCAL IMPACT
Funding for SCADA Engineering and Programming Services FY 25-26 is available in the Water Enterprise Fund through existing appropriations. Expenditures in future fiscal years are subject to Council authorization of annual budget appropriations. There is no fiscal impact on the City’s General Fund associated with this item.

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guidelines section 15378.

ATTACHMENTS

1. Resolution Telstar -CAO Stamp

2. TelStar - Professional Services Agreement_CAO Stamp

3. Telstar - COI_EXP(08.31.25) v2

4. SCADA RFP - 2025 SCADA RFP

CONTACT
Beth Schoenberger, Water Director (707) 648-5439
[email protected]

Approved as to form:

By: for
Veronica Nebb, City Attorney
RESOLUTION NO. 26-________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO TO AWARD AND

APPROVE A PROFESSIONAL SERVICES AGREEMENT FOR SUPERVISORY CONTROL

AND DATA ACQUISITION (SCADA) PROGRAMMING AND ENGINEERING SERVICES IN AN AMOUNT NOT-TO-EXCEED $740,000 AND AUTHORIZING THE CITY MANAGER TO

EXECUTE THE SAME

WHEREAS, the City of Vallejo Water Department uses a SCADA system to monitor and control the water distribution control telemetry and water treatment process at Fleming Hill, Travis, and Green Valley treatment plants; and

WHEREAS, interfacing with and coordinating among the existing equipment and instrumentation at the City’s three treatment plants requires SCADA systems to have customized programming to manage tens of thousands of device control points; and

WHEREAS, the contract includes the services of a certified SCADA programmer, a licensed electrical engineer, an electrical drafter, and an electrician; and

WHEREAS, the City complied with Vallejo Municipal Code chapter 3.20, by advertising the SCADA Programming and Engineering Services request and publicly began receiving proposals on June 09, 2025 and received one (1) proposal.

NOW THEREFORE, BE IT RESOLVED that the City Council hereby awards and approves a Professional Services Agreement for SCADA Programming and Engineering Services with Telstar Instruments, in an amount of $740,000 and authorizing the City Manager to execute the same.

ADOPTED BY THE CITY COUNCIL OF THE CITY OF VALLEJO at a regular meeting held on September 23, 2025, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_________________________________________

ANDREA SOURCE, MAYOR

ATTEST: _________________________________________
DAWN G. ABRAHAMSON, CITY CLERK

On-call SCADA Services Agreement P a g e | 1
Approved as to form:

By: for
Veronica Nebb, City Attorney

PROFESSIONAL SERVICES AGREEMENT

This Professional Services Agreement ("Agreement") is made at Vallejo, California, dated for reference this first day of July, 2025, by and between the City of Vallejo, a municipal corporation ("City"), and TelStar Instruments, a California Corporation, hereinafter referred to as “Contractor”, who agree as follows:

1. Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide the City professional services as specified in Exhibit A, entitled “Scope of Work.”

2. Payment. City shall pay Contractor for services rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit B, entitled “Compensation.” The payments specified in Exhibit B shall be the only payments to be made to Contractor for services rendered pursuant to this Agreement.

3. Facilities and Equipment. Contractor shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement.

4. Prevailing Wage. Contractor and any subcontractor under the Contractor shall comply with California Labor Code (“Labor Code”) Sections 1774 and 1775. Pursuant to Section 1775, the Contractor and any subcontractor under the Contractor, shall as a penalty to the City or political subdivision on whose behalf the Contract is made or awarded, forfeit not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rates as determined by the Director of Industrial Relations (“DIR”) for the work or craft in which the worker is employed for any public work done under the Agreement by the contractor or by any subcontractor under the Agreement in violation of the requirements of the Labor Code and in Particular, Labor Code Sections 1770 to 1780, inclusive. The amount of this forfeiture shall be determined by the Labor Commissioner and shall be based on consideration of the mistake, inadvertence, or neglect of the Contractor or subcontractor in failing to pay the correct rate of prevailing wages, or the previous record of the Contractor or subcontractor in meeting their respective prevailing wage obligations, or the willful failure by the Contractor or subcontractor to pay the correct rates of prevailing wages.

A mistake, inadvertence, or neglect in failing to pay the correct rate of prevailing wages is not excusable if the Contractor or subcontractor had knowledge of the obligations under the Labor Code. In addition to the penalty and pursuant to Labor Code Section 1775, the difference between the prevailing wage rates and the

On-call SCADA Services Agreement P a g e | 2
amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Contractor or subcontractor. If a worker employed by a subcontractor on a public works project is not paid the general prevailing per diem wages by the subcontractor, the prime Contractor of the project is not liable for the penalties described above unless the prime Contractor had knowledge of that failure of the subcontractor to pay the specified prevailing rate of wages to those workers or unless the prime Contractor fails to comply with all of the following requirements:

A. The contract executed between the Contractor and the subcontractor for the performance of work on the public works project shall include a copy of the requirements in Sections 1771, 1775, 1776, 1777.5, 1813 and 1815 of the Labor Code.

B. The Contractor shall monitor the payment of the specified general prevailing rate of per diem wages by the subcontractor to the employees, by periodic review of the certified payroll records of the subcontractor.

C. Upon becoming aware of the subcontractor's failure to pay the specified prevailing rate of wages to the subcontractor’s worker, the Contractor shall diligently take corrective action to halt or rectify the failure, including, but not limited to, retaining sufficient funds due to the subcontractor for work performed on the public works project.

D. Prior to making final payment to the subcontractor for work performed on the public works project, the Contractor shall obtain an affidavit signed under penalty of perjury from the subcontractor that the subcontractor has paid specified general prevailing rate of per diem wages to the subcontractor’s employees on the public works project and any amounts due pursuant to Section 1813 of the Labor Code.

Pursuant to Section 1775 of the Labor Code, the Division of Labor Standards Enforcement (“DLSE”) shall notify the Contractor on a public works project within 15 days of the receipt by DLSE of a complaint of the failure of a subcontractor on that public works project to pay workers the general prevailing rate of per diem wages.

Pursuant to the requirements in Section 1773 of the Labor Code, the City has obtained the general prevailing rate of per diem wages (which rate includes employer payments for health and welfare, pension, vacation, travel, subsistence, apprenticeship or other training programs authorized by Section 3093 of the Labor Code, worker protection and assistance programs or committees, Industry advancement and collective bargaining agreements administrative fees, and other similar purposes as provided for in Section 1773.1 of the Labor Code) and the general prevailing rate for holiday and overtime for all work to be performed. The holiday wage rate listed shall be applicable to all holidays recognized in the collective bargaining agreement of the particular craft, classification or type of workmen concern concerned.

On-call SCADA Services Agreement P a g e | 3
General prevailing wage rates are also available from the California State Department of Industrial Relations’ Internet Website at:

http://www.dir.ca.gov/OPRL/dprewagedetermination.htm

The wage rates determined by the Director of Industrial Relations for the project refer to the expiration dates.

5. Indemnification. Contractor shall indemnify, hold harmless, and defend City, its officers, officials, directors, employees, agents, volunteers and affiliates and each of them from any and all claims, demands, causes of action, damages, costs, expenses, actual attorney’s fees, Contractor’s fees, expert fees, losses or liability, in law or in equity, of every kind and nature whatsoever arising out of or in connection with Contractor’s operations, or any subcontractor’s operations, to be performed under this agreement for Contractor’s or subcontractor’s tort negligence including active or passive, or strict negligence, including but not limited to personal injury including, but not limited to bodily injury, emotional injury, sickness or disease, or death to persons and/or damage to property of anyone, including loss of use thereof, caused or alleged to be caused by any act or omission of Contractor, or any subcontractor, or anyone directly or indirectly employed by any of them or anyone for the full period of time allowed by the law, regardless to any limitation by insurance, with the exception of the sole negligence or willful misconduct of the City.

Consultant shall also indemnify, hold harmless, and defend City, its officers, officials, directors, employees, agents, volunteers and affiliates and each of them from any and all claims, demands, causes of action, damages, costs, expenses, actual attorney’s fees, consultant’s fees, expert fees, losses or liability, in law or in equity, of every kind and nature whatsoever arising out of or in connection with Consultant’s operations, or any subcontractor’s operations, related to costs or benefits associated with California Public Employment Retirement System (CalPERS) membership where Consultant supplies a CalPERS member who CalPERS determines is subject to enrollment.

The provisions of this Section are not limited by the insurance provisions of this Agreement.

The provisions of this section shall survive the completion of services, expiration or termination of this Agreement.

6. Insurance Requirements. Contractor agrees to comply with all of the Insurance Requirements set forth in Exhibit C, entitled “Insurance Requirements for Contractor.” Failure to maintain required insurance at all times shall constitute a default and material breach.

7. Accident Reports. Contractor shall immediately report (as soon as feasible, but not more than 24 hours) to the City Risk Manager any accident or other occurrence causing injury to persons or property during the performance of this Agreement. The report shall be made in writing and shall include, at a

On-call SCADA Services Agreement P a g e | 4
minimum: (a) the names, addresses, and telephone numbers of the persons involved, (b) the names, addresses, and telephone numbers of any known witnesses, (c) the date, time, and description of the accident or other occurrence.

8. Conflict of Interest. Contractor warrants and represents that to the best of its knowledge, there exists no actual or potential conflict between Contractor’s family, business, real property or financial interests and the services to be provided under this Agreement. Contractor shall comply with the City of Vallejo Conflict of Interest Code and not enter into any contract or agreement during the performance of this Agreement which will create a conflict of interest with its duties to City under this Agreement. In the event of a change in Contractor’s family, business, real property, or financial interests occurs during the term of this Agreement that creates an actual or potential conflict of interest, then Contractor shall disclose such conflict in writing to City. Every individual who performs services on behalf of Contractor pursuant to this Agreement must file a full Statement of Economic Interests (also known as Form 700) with the City Clerk if the work of the individual involves making a governmental decision whether to issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar authorization or entitlement; authorizes the City to enter into, modify, or renew a contract; grants City approval of specifications for a contract; adopts or approves for the City any policy, standard or guideline; lobbies on behalf of the City, or performs the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City’s Conflict of Interest Code.

9. Independent Contractor. Contractor is an independent contractor.

Neither Contractor nor any of Contractor’s officers, employees, agents, or subcontractors, if any, is an employee of City by virtue of this Agreement or performance of any services pursuant to this Agreement. City shall have the right to control Contractor only insofar as the results of Contractor’s services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Contractor accomplishes services pursuant to this Agreement.

10. Licenses, Permits, Etc. Contractor represents and warrants to City that all Contractor services shall be provided by a person or persons duly licensed by the State of California to provide the type of services to be performed under this Agreement and that Contractor has all the permits, qualifications and approvals of whatsoever nature which are legally required for Contractor to practice its profession. Contractor represents and warrants to City that it shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Contractor to practice its profession.

11. Business License. Contractor, and its subcontractors, has obtained or agrees to apply prior to performing any services under this Agreement to City’s Finance Department for a business license, pay the applicable business license tax and maintain said business license during the term of this Agreement. The failure to obtain such license shall be a material breach of this Agreement and grounds for termination by City. No payments shall be made to Contractor until

On-call SCADA Services Agreement P a g e | 5
such business license(s) has been obtained.

12. Standard of Performance. Contractor shall provide products and perform all services required pursuant to this Agreement in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by a member of Contractor’s profession currently practicing in California.

Contractor is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work, including without limitation applicable federal, state, and local laws and regulations, and all other contingencies or considerations.

Contractor’s responsibilities under this section shall not be delegated. Contractor shall be responsible to City for acts, errors, or omissions of Contractor’s subcontractors.

Contractor is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work and shall prepare plans, reports, and/or other work products in such a way that additional costs will not be incurred beyond a project budget approved or amended by the City Manager or his or her designee.

Whenever the scope of work requires or permits review, approval, conditional approval or disapproval by City, it is understood that such review, approval, conditional approval or disapproval is solely for the purposes of administering this Agreement and determining whether the Contractor is entitled to payment for such work, and not be construed as a waiver of any breach or acceptance by the City of any responsibility, professional or otherwise, for the work, and shall not relieve the Contractor of responsibility for complying with the standard of performance or laws, regulations, industry standards, or from liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of Contractor.

13. Force Majeure. Neither party shall be considered in default of this Agreement to the extent performances are prevented or delayed by causes or circumstances beyond either party’s reasonable control, such as war, riots, strikes, lockouts, work slowdown or stoppage, acts of God, such as floods or earthquakes, and electrical blackouts or brownouts.

In the event that the Contractor is unable to meet the completion date or schedule of services, Contractor shall immediately inform the City Representative of this in writing. If additional time is required to perform the work, the City Representative may adjust the schedule.

14. Time is of the Essence. Time is of the essence in this Agreement. Any reference to days means calendar days, unless otherwise specifically stated.

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15. Personnel. Contractor agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement.

The payment made to Contractor pursuant to this Agreement shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither Contractor nor Contractor’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of Contractor. The City shall not be required to pay any workers' compensation insurance on behalf of Contractor.

Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractor’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

16. General Prohibition on Assignment of CalPERS Members and Annuitants. Consultant shall not hire, employ, or use, as an employee, subcontractor or agent of Consultant (Assigned Individual) any California Public Employment Retirement System (CalPERS) member or annuitant in connection with the provision of services under this Agreement. Nor shall Consultant allow any of its subcontractors, agents, or other representatives to employ CalPERS members or annuitants for the purpose of performing work under this Agreement.

Failure to comply with the provisions of this section shall constitute a material breach of Consultant’s obligations under this Agreement and shall be grounds for termination.

The City Manager and the Human Resources Director may together approve an exception which they determine either: (i) meets the requirements of CalPERS relating to Independent Contractors; or (ii) where such Assigned Individual who is an Annuitant, has not, and will not, exceed 960 total hours in a fiscal year (July 1 to June 30) for all CalPERS employers combined, and satisfies all other CalPERS annuitant requirements. No Assigned Individual, regardless of CalPERS membership at the time the labor is provided, may exceed 1,000 hours in a fiscal year (July 1 to June 30).

17. Contractor Not Agent. Except as authorized under this Agreement or as City may authorize in a letter of authorization signed by the City Manager or his or her designee, Contractor shall have no authority, express or implied to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, under this Agreement, to bind City to any obligation whatsoever.

18. Term. The term of this Agreement shall commence on October 01, 2025, and shall continue in full force and effect until September 30, 2027.

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City shall, at its discretion, have the right to extend the term of this Agreement, in intervals of one year, by written notice to Contractor. The total duration of this Agreement, including the exercise of any options under this section, shall not exceed five years.

If the term of this Agreement extends into fiscal years subsequent to that in which it is approved, such continuation of the Agreement is contingent on the appropriation of funds for such purpose by the City Council of the City of Vallejo.

If funds to effect such continued payment are not appropriated, Contractor agrees to terminate any services supplied to City of Vallejo under this Agreement, and relieve City of any further obligation therefore.

19. Termination or Abandonment by City. The City has the right, at any time and in its sole discretion, to immediately terminate or abandon any portion or all of the services to be provided under this Agreement by giving notice to Contractor. Upon receipt of a notice of termination, Contractor shall perform no further work except as specified in the notice. Before the date of termination, Contractor shall deliver to City all City records and documents, all work product, whether completed or not, as of the date of termination and not otherwise previously delivered.

The City shall pay Contractor for services performed in accordance with this Agreement before the date of termination. If this contract provides for payment of a lump sum for all services or by task and termination occurs before completion of the work or any defined task which according to the performance schedule was commenced before the notice of termination, the fee for services performed shall be based on an amount mutually agreed to by City and Contractor for the portion of work completed in conformance with this Agreement before the date of termination. In addition, the City will reimburse Contractor for authorized expenses incurred and not previously reimbursed. The City shall not be liable for any fees or costs associated for the termination or abandonment except for the fees, and reimbursement of authorized expenses, payable pursuant to this section.

20. Products of Consulting Services. The work product, including without limitation, all writings, work sheets, reports, recordings, drawings, files, detailed calculations and other work products, whether complete or incomplete, of Contractor resulting from services rendered pursuant to this Agreement, shall become the property of City. Contractor agrees that all copyrights which arise from creation of the work under this Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of work and that the Contractor makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work.

Documents submitted to the City in electronic format shall be formatted according to specifications provided by the City, or if not otherwise specified, in Microsoft Word, Excel, PowerPoint or other Microsoft Office Suite (2002) format as appropriate for the particular work product or, if directed by the City Representative

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in Adobe Acrobat PDF format.

21. Cooperation by City. City shall, to the extent reasonable and practicable, assist and cooperate with Contractor in the performance of Contractor’s services hereunder.

22. Assignment and Subcontracting. Contractor shall not subcontract, assign or transfer voluntarily or involuntarily any of its rights, duties or obligation under this Agreement without the express written consent of the City Manager or his or her designee in each instance. Any attempted or purported assignment of any right, duty or obligation under this Agreement without said consent shall be void and of no effect.

If subcontracting of work is permitted, Contractor shall pay its subcontractor within ten (10) days of receipt of payment by City for work performed by a subcontractor and billed by the Contractor. Use of the term subcontractor in any other provision of this contract shall not be construed to imply authorization for Contractor to use subcontractors for performance of any service under this Agreement.

The City is an intended beneficiary of any work performed by Contractor’s subcontractor for purposes of establishing a duty of care between the subcontractor and City.

Any subcontractor or assignee consented to by City shall be bound by all terms and conditions of this agreement and the same shall be incorporated into and made a part of any assignment or subcontractor agreement.

23. Successors and Assigns. All terms, conditions, and provisions of this Agreement shall apply to and bind the respective heirs, executors, administrators, successors, and assigns of the parties. Nothing in this section is intended to affect the limitation on assignment.

24. Non-Discrimination/Fair Employment Practices.

(a) Contractor shall not, because of race, religious creed, color, sex, national original, ancestry, disability, medical condition, age, marital status or sexual orientation of any person, refuse to hire or employ, or to bar or discharge from employment, or to discriminate in compensation, or in terms, conditions or privileges any person, and every employee will receive equal opportunity for employment and shall be granted equal treatment with respect to compensation, terms, conditions or other privileges of employment, without regard to his race, religious creed, color, sex, national origin, ancestry, or disability, medical condition, age, marital status or sexual orientation.

Contractor warrants and represents it is an equal opportunity employer and agrees it shall not discriminate on the basis of race, religious creed, color, sex, national origin, ancestry, disability, medical condition, age, marital status or sexual orientation in the selection and retention of employees, subcontractors or procurement of materials or equipment.

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In all solicitations either by competitive bidding or negotiations made by Contractor for work to be performed under any subcontract, including procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor’s obligation under this Agreement relative to nondiscrimination and fair employment practices.

Contractor shall include the above provisions of this section in every subcontract, including procurement of materials or equipment.

(b) Contractor agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations and City ordinances and regulations hereinafter enacted.

25. Notices. All notices or instruments required to be given or delivered by law or this Agreement shall be in writing and shall be effective upon receipt thereof and shall be by personal service or delivered by depositing the same in any United States Post Office, registered or certified mail, postage prepaid, addressed to:

If to City: Beth Schoenberger
Water Director
202 Fleming Hill Road
Vallejo, CA 94589

If to Contractor: Mickie Gardiner
Contract Administrator
TelStar Instruments
4017 Vista Park Ct.

Sacramento, CA 95834

Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section.

Routine administrative communications shall be made pursuant to section 1 of Exhibit A.

24. Integration Clause. This Agreement, including all Exhibits, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. This Agreement shall not be amended or modified except by a written agreement executed by each of the parties hereto.

25. Severability Clause. Should any provision of this Agreement ever be deemed to be legally void or unenforceable, all remaining provisions shall survive and be enforceable.

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26. Law Governing. This Agreement shall in all respects be governed by the law of the State of California without regard to its conflicts of law rules.

Litigation arising out of or connected with this Agreement shall be instituted and maintained in the courts of Solano County in the State of California or in the United States District Court, Eastern District of California, Sacramento, California, and the parties consent to jurisdiction over their person and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

27. Waiver. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent or any other right hereunder.

28. Ambiguity. The parties acknowledge that this is a negotiated agreement, that they have had the opportunity to have this Agreement reviewed by their respective legal counsel, and that the terms and conditions of this Agreement are not to be construed against any party on the basis of such party's draftsmanship thereof.

29. Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identifications of the person or persons, firm or firms, corporation or corporations may require.

30. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

31. Compliance with Laws. Contractor will comply with all statutes, regulations and ordinances in the performance of all services under this Agreement.

32. Confidentiality of City Information. During the performance of services under this Agreement, Contractor may gain access to and use City information regarding, but not limited to, procedures, policies, training, operational practices, and other vital information (hereafter collectively referred to as "City Information") which are valuable, special and unique assets of the City. Contractor agrees that it will not use any information obtained as a consequence of the performance of services under this Agreement for any purpose other than fulfillment of Contractor’s scope of work , to protect all City Information and treat it as strictly confidential and proprietary to City, and that it will not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party, other than its own employees, agents or subcontractors who have a need for the City Information for the performance of services under this Agreement, without the prior written consent of City, or as required by law.

Contractor shall treat all records and work product prepared or maintained by Contractor in the performance of this Agreement as confidential.

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A violation by Contractor of this section shall be a material violation of this Agreement and will justify legal and/or equitable relief.

Contractor’s obligations under this section shall survive the completion of services, expiration or termination of this Agreement.

33. News and Information Release. Contractor agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Representative.

34. City Representative. The City Representative specified in Exhibit A, or the representative's designee, shall administer this Agreement for the City.

35. Counterparts. The parties may execute this Agreement in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.

36. Facsimile Signature; Electronic Signature. This Agreement shall be binding upon the receipt of facsimile signatures or e-mailed by PDF or otherwise.

Any person transmitting his or her signature by facsimile or electronically shall promptly send an original signature to the other party pursuant to the notice provision of this Agreement. The failure to send an original shall not affect the binding nature of this Agreement.

37. Authority. The person signing this Agreement for Contractor hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Contractor.

38. Exhibits. The following exhibits are attached hereto and incorporated herein by reference:

Exhibit A, entitled “Scope of Work,” including any attachments Exhibit B, entitled “Compensation,” including any attachments Exhibit C, entitled “Insurance Requirements,” including any attachments
Exhibit D, entitled “General Provisions” including any attachments Exhibit E, entitled “Vallejo Sanitation & Flood Control District Master Bid Document”, dated March 2007

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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.

TELSTAR INSTRUMENTS
a California corporation

By:

Mickie Gardiner
Contract Administrator

DATE:

11706320
Vallejo Business License No.

(City Seal)

CITY OF VALLEJO,
a municipal corporation

By:

Andrew Murray
City Manager

DATE:

ATTEST:

By:

Dawn Abrahamson
City Clerk

APPROVED AS TO CONTENT

By:

Beth Schoenberger
Water Director

APPROVED AS TO FORM:

By: For:

Veronica A.F. Nebb
City Attorney

APPROVED AS TO INSURANCE:

By:

Armond Sarkis
Risk Manager

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EXHIBIT A - SCOPE OF WORK

1. Representatives. The City Representative for this Agreement is:

John Palesi
Water Operations Manager
Vallejo Water Department
202 Fleming Hill Road
Vallejo, CA 94589
707-648-4519
[email protected]

The Contractor’s Representative for this Agreement is:

Mickie Gardiner
Contract Administrator
TelStar Instruments
4017 Vista Park Ct.

Sacramento, CA 95834
916-646-1999 Ext. 333
[email protected]

All routine administrative communications between the parties will be between the above-named representatives and may be by personal delivery, mail, facsimile transmission, or electronic mail as agreed between the Contractor Representative and City’s Representative.

2. Services to be Provided. The scope of work may include, but shall not be limited to, the following as-needed Supervisory Control And Data Acquisition (SCADA) programming and engineering services:

a. Fabricate in the field, stainless steel tubing up to 1” in diameter b. Remove and/or install various electrical conduits up to 6” in diameter, including PVC rigid coated, rigid steel, PVC, etc.
c. Design, engineer, construct and/or modify new and existing control panels
d. Remove and/or Install field telemetry instrumentation devices, i.e., Rockwell Programmable Logic Controller (PLC), DP transmitters, Spread Spectrum radio modems
e. Provide spread spectrum radio surveys and analysis
f. Remove and/or Install various CCTV components, i.e., cameras, DVRs, and associated telemetry
g. Design, engineer, construct, or remove low voltage and medium voltage control wiring, conduit, and support systems to meet National Electrical Code (NEC) requirements
h. Create and/or modify Rockwell PLC/HMI programs

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i. Document as-built conditions and programs, provide drawings and documentation stamped and certified by a Professional Engineer (PE) j. Provide programming expertise for SQL, Java Script, and HTML k. Perform computer network design, installation, and troubleshooting

3. Time for Performance. Contractor will perform the services by June 30, 2027, with the option to extend an additional one (1) year, and a total agreement term not-to-exceed five (5) years. If the schedule calls for the services to be performed in phases or discrete increments, Contractor shall not proceed from one phase or increment to the next without written authorization from the City’s Representative.

4. Key Personnel. The individuals listed below are necessary for the successful execution of the services due to their unique expertise and depth and breadth of experience. There shall be no change in the personnel listed below without written approval of the City Representative. Contractor recognizes that the composition of this team was instrumental in the City’s decision to award the work to Contractor and that compelling reasons for substituting these individuals must be demonstrated for the City’s consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Contractor’s obligations under this Agreement and shall be grounds for termination.

Key personnel are as follows:

• Paul Berson, PE
• Suresh Patil
• Jessica Moore
• Larry Witus

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EXHIBIT B - COMPENSATION

1. Contractor’s Compensation.

A. Services: City agrees to pay Contractor, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total not-to-exceed amount of Seven Hundred Forty Thousand Dollars and Zero Cents ($740,000.00).

Contractor shall notify City in writing no later than thirty (30) days prior to the estimated date when Contractor will have billed City the maximum payment amount permitted under this Agreement, and Contractor shall provide City with an estimate of the additional compensation required to complete the project.

B. Additional Services:

i. Additional Services are those services related to the scope of Services of Contractor as set forth in Exhibit A but not anticipated at the time of execution of this Agreement. Additional Services shall be provided only when a Supplemental Agreement
authorizing such Additional Services is approved by the City Manager, or his or her designee. City reserves the right to perform any Additional Services with its own staff or to retain other Contractors to perform said Additional Services.

ii. Contractor’s compensation for Additional Services shall be based on the total number of hours spent on Additional Services multiplied by the employees' appropriate billable hourly rate as established below. City, at its option, may negotiate a fixed fee for some or all Additional Services as the need arises. Where a fixed fee for Additional Services is established by mutual Agreement between City and Contractor, compensation to
Contractor shall not exceed the fixed fee amount.

2. Appropriate Rates for Services and Additional Services.

Contractor’s rates shall be listed in Attachment 1 of Exhibit B, attached hereto and incorporated herein by this reference.

A. Price Adjustments:

i. Direct Cost: In this section means Contractor’s costs from the manufacturer of any item or if Contractor is the manufacturer, the cost of raw materials required to manufacture the item, plus transportation costs from manufacturer to Contractor and Contractor to the City.

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ii. Price Decreases: If Contractor’s direct cost decreases at any time during the term of this contract, Contractor shall immediately pass the decrease to the City and lower its prices by the amount of the decrease in direct cost. Contractor shall notify the City of price decreases in the same way as for price increases set out below.

The price decrease shall become effective upon City’s receipt of Contractor’s notice

iii. Price Increases: Contractor may request a price increase after one hundred twenty (120) days from the effective date of the contract. The effective date starts from the date contract has been signed. Subsequent price increases may be requested twelve months from the date of the previous approved price increase. The amount of the first increase shall not exceed actual documented increase in Contractor’s direct cost and shall not be more than five percent (5%) above the previous quotation price.

Subsequent increases shall also not exceed this percentage. To request a price increase, Contractor must submit a letter with an itemized list showing revised prices by line item. The letter and documentation shall be sent to the following address: City of Vallejo Corporation Yard, 111 Amador Street, Vallejo, CA 94590.

If the City approves the price increase, Contractor shall be notified in writing; no price increase will be effective until Contractor receives this notice.

iv. Billable Rate Adjustments: Contractor may, no later than March 1st of each year, submit a request to increase any or all hourly rates based on increases to California minimum wage rates approved and scheduled to take effect within the City’s next fiscal year (July 1 – June 30). Upon approval by City, new rates will take effect the following July 1st.

v. Termination of Performance: If the City does not approve Contractor’s price increase, Contractor may terminate its performance under the agreement upon sixty (60) days advance written notice. Termination of Performance is Contractor’s only remedy if the City does not approve the price increase. If at any time after approving a price increase, the City determines the same item or service can be obtained at a lower price from a different source without violating any state law, the City may then purchase the item or service from the lower price source without any obligation to Contractor.

3. Contractor’s Reimbursable Expenses. Reimbursable Expenses shall be limited to actual reasonable expenditures of Contractor for expenses that

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are necessary for the proper completion of the Services and shall only be payable if specifically authorized in advance by City.

4. Payments to Contractor.

A. Payments to Contractor shall be made within a reasonable time after receipt of Contractor’s invoice, said payments to be made in proportion to services performed. Contractor may request payment on a monthly basis. Contractor shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of City.

B. All invoices submitted by Contractor shall contain the following information:

i. Description of services billed under this invoice
ii. Date of Invoice Issuance
iii. Sequential Invoice Number
iv. City’s Purchase Order Number (if issued)
v. Social Security Number or Taxpayer Identification Number vi. Amount of this Invoice (Itemize all Reimbursable Expenses”) vii. Total Billed to Date

C. Items shall be separated into Services and Reimbursable Expenses.

Billings that do not conform to the format outlined above shall be returned to Contractor for correction. City shall not be responsible for delays in payment to Contractor resulting from Contractor’s failure to comply with the invoice format described above.

D. Request for payment shall be sent to:

Vallejo Water Department
Accounting Clerk
202 Fleming Hill Road
Vallejo, CA 94589
[email protected]

5. Accounting Records of Contractor. Contractor shall maintain for three (3) years after completion of all services hereunder, all records under this Agreement, including, but not limited to, records of Contractor’s direct salary costs for all Services and Additional Services performed under this Agreement and records of Contractor’s Reimbursable Expenses, in accordance with generally accepted accounting practices. Contractor shall keep such records available for audit, inspection and copying by representatives of the City’s Finance Department or other government agencies during regular business hours upon twenty-four (24) hours’ notice.

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The obligations of Contractor under this section shall survive this Agreement.

6. Taxes. Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractor’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

7. Taxpayer Identification Number. Contractor shall provide City with Contractor’s complete Request for Taxpayer Identification Number and Certification, Form W-9, as issued by the Internal Revenue Service, and any other State or local tax identification number requested by City.

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EXHIBIT C - INSURANCE REQUIREMENTS

Insurance shall conform to the following requirements: Contractor shall procure and maintain for the duration of this Agreement, including any extensions thereto, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of services hereunder by the Contractor, their agents, representatives, or employees or subcontractors. Such insurance shall not be construed to relieve the Contractor of any liability in excess of such coverage. The cost of such insurance shall be included in the Contractor’s bid.

1. Minimum Scope of Insurance. Coverage shall be at least as broad as:

A. Comprehensive General Liability Insurance Services.

B. Automobile Liability insurance.

C. Umbrella/Excess Liability insurance.

D. Workers’ Compensation insurance as required by the Labor Code of the State of California and Employers Liability Insurance.

E. Pollution Liability Insurance

2. Minimum Limits of Insurance. Contractor shall maintain limits no less than:

A. General Liability: $2,000,000 per occurrence. $2,000,000 general aggregate for bodily injury, personal injury, and property damage including blanket contractual liability. $2,000,000 completed operations aggregate that shall extend a minimum of three (3) years beyond project completion.

B. Automobile Liability: $1,000,000 per occurrence, including owned, non- owned and hired vehicles.

C. Umbrella/Excess Liability: $4,000,000 for bodily injury, personal injury, and property damage liability coverage at least as broad as the primary coverages above, including commercial general liability and employer’s liability, to include the following terms and conditions:

a. A drop down feature requiring the policy to respond in the event that any primary insurance that would otherwise have applied proves to be uncollectable in whole or in part for any reason;
i. “Pay on Behalf of Insured” wording (NOT reimbursement) ii. Concurrency of effective dates with primary policies; and iii. Policies shall follow form to the underlying primary policies.

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D. Workers’ Compensation and Employer's Liability: Workers’ compensation limits as required by the Labor Code of the State of California and Employers Liability Limits of $1,000,000 per accident.

E. Pollution Liability Insurance: $1,000,000 per claim and in the aggregate.

3. Deductible and Self-Insured Retention. Any deductibles or self-insured retention must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City of Vallejo, its officers, officials, employees and volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

4. Other Insurance Provisions.

A. General Liability and Automobile Liability Coverage

a. The City must be named an additional insured on the ACCORD form and on an endorsement form using the following language:
“The City of Vallejo, its officers, officials, employees, agents and volunteers are to be covered as additional insureds as respects:
liability arising out of activities performed by or on behalf of the Contractor, including the insured’s general supervision of the Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; or
automobiles owned, leased hired or borrowed by the Contractor.

The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents or volunteers.”

b. The endorsement must state that the Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, or volunteers and the Engineer, its officers, directors, employees, and subcontractors shall be excess of the Contractor's insurance and shall not contribute with it.

c. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents, or volunteers and the Engineer, its officers, directors, employees, and subcontractors.

d. The Contractor's coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

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B. Workers’ Compensation and Employers Liability Coverage

a. The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees, agents, or volunteers for losses arising from work performed by the Contractor for the City and the Engineer, its officers, directors, employees and subcontractors

b. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.

C. All Coverage

a. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.

5. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII.

6. Verification of Coverage. Contractor shall furnish the City with certificates of insurance and original endorsements effecting coverage required by this clause.

The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

Include insurer’s NAIC numbers on ACCORD form.

7. Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.

8. Exclusions. This insurance does not cover tools owned by mechanics, any tools, equipment, scaffolding, staging, towers, and forms rented or owned by the Contractor, the capital value of which is not included in the cost of the work or any shanties or other structures erected for the sole convenience of the workers.

9. Enforcement. The City of Vallejo may take any steps as are necessary to assure Contractor's compliance with its obligations. Should any insurance policy

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lapse or be canceled during the Contract period the Contractor shall, within thirty (30) days prior to the effective expiration or cancellation date, furnish the City of Vallejo with evidence of renewal or replacement of the policy. Failure to continuously maintain insurance coverage as herein provided is a material breach of Contract. In the event the Contractor fails to maintain any insurance coverage required, the City of Vallejo may, but is not required to, maintain this coverage and charge the expense to the Contractor or terminate Contractor’s control over the work. The required insurance shall be subject to the review and acceptance of City of Vallejo, but any acceptance of insurance certificates by the City of Vallejo shall in no way limit or relieve the Contractor of the Contractor's duties and responsibilities under the Contract to indemnify, defend and hold harmless the City of Vallejo, its officers, agents, and employees. Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve the Contractor for liability in excess of such coverage, nor shall it preclude the City of Vallejo from taking other actions as is available to it under any other provision of the Contract or law.

Failure of the City of Vallejo to enforce in a timely manner any of the provisions of this section shall not act as a waiver to enforcement of any of these provisions at a later date.

10. Self-Insurance. Self-insurance programs and self-insured retentions in insurance policies are subject to separate annual review and acceptance by the City of Vallejo of evidence of the Contractor's financial capacity to respond.

Additionally, self-insurance programs or retentions must provide the City of Vallejo with at least the same protection from liability and defense of suits as would be afforded by first-dollar insurance.

11. Miscellaneous. Nothing contained in the Contract is intended to make the public or any member thereof a third party beneficiary of the Insurance or Indemnity provisions of this section, nor is any term, condition or other provision of the Contract intended to establish a standard of care owed to the public or any member thereof.

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EXHIBIT D - GENERAL PROVISIONS

DEFINITIONS AND TERMS

1-1.01 General

Unless the context otherwise requires, wherever in the Specifications and other Contract Documents the following abbreviations and terms, or pronouns in place of them, are used, the intent and meaning shall be interpreted as provided in this Section One. Working titles having a masculine gender, such as "workman" and "journeyman" and the pronoun "he,” are utilized in the Specifications for the sake of brevity, and are intended to refer to persons of either gender.

1-1.02 Abbreviations

AAN American Association of Nurserymen
AASHTO American Association of State Highway and Transportation Officials AISC American Institute of Steel Construction
AISI American Iron and Steel Institute
ANSI American National Standards Institute
APHA American Public Health Association
API American Petroleum Institute
AREA American Railway Engineering Association
ASME American Society of Mechanical Engineers
ASTM American Society for Testing and Materials
AWG American Wire Gage
AWPA American Wood Preservers' Association
AWS American Welding Society
AWWA American Water Works Association
EIA Electronic Industries Association
IEEE Institute of Electrical and Electronics Engineers
NACE National Association of Corrosion Engineers
NEMA National Electrical Manufacturers Association
NSF National Sanitation Foundation
OSHA Occupational Safety and Health Administration
UL Underwriters' Laboratories Inc.

1-1.02A Units of Measurement

These General Provisions contain units in two systems of measurement: units shown in the International System of Units (SI or "metric”) and units in the United States Standard Measures are shown in braces "{}". The Department does not warrant the accuracy of the units shown in United States Standard Measures, and any use of United States Standard Measures is at the sole risk of those agencies and others that specify United States Standard Measures units in their contracts.

The measurements expressed in the two systems are not necessarily equal, and

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items constructed or fabricated in one system are not necessarily interchangeable with items constructed or fabricated in the other system. The project Special Provisions designate the system of units that will apply to contracts referencing these Standard Specifications.

Some of the symbols for metric units of measurement used in the Specifications and in the Engineer's Estimate are defined as follows. The symbols for other units of measurement used in the Specifications are as defined in ASTM Designation:

E-380, or in the various Specifications and test referenced in the Specifications.

Symbols as used in the
Specifications
Symbols as used in the
Engineer's Estimate
Definitions
A — amperes
— EA each
g G gram
kg KG kilogram
ha HA hectare (10 000 m2)
h H hour
J — joule
— LNKM lane kilometer
L L liter
— LS lump sum
m M meter
km KM kilometer
mm MM millimeter
μm — micrometer
nm — nanometer
m2 M2 square meter
m3 M3 cubic meter
N — newton
Nm — newton meter
Ω — ohm
Pa — pascal
kPa — kilopascal
MPa — megapascal
s — second
— STA station (100 m)
— TAB tablet
tonne TONN metric ton (1000 kg)
W — watt
V — volt

Some of the symbols for United States Standard Measures units of measurement used in the Specifications and in the Engineer's Estimate are defined as follows.

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Symbol Used Definitions
A amperes
EA each
LB pound
ACRE acre
h hour
LNMI lane mile
GAL gallon
LS lump sum
LF linear foot
MI mile
MSYD thousand station yard
SF square foot
CF cubic foot
SY square yard
CY cubic yard
Ω ohm
s second
STA 100 feet
TAB tablet
TON 2,000 pounds
W watt
V volt
MFBM thousand foot board measure

1-1.03 Acceptance

The formal written acceptance by the Vallejo City Council of an entire contract which has been completed in all respects in accordance with the plans and Specifications and any modifications thereof previously authorized in writing.

1-1.04 (Blank)

1-1.05 Base

A layer of specified material of planned thickness placed immediately below the pavement or surfacing.

1-1.06 Basement Material

The material in excavation or embankments underlying the lowest layer of subbase, base, pavement, surfacing or other specified layer which is to be placed.

1-1.07 Bidder

Any individual, firm, partnership, corporation, or combination thereof, submitting a proposal for the work contemplated, acting directly or through a duly authorized

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representative.

1-1.08 Bridge

Any structure, with a bridge number, which carries a utility facility, or railroad, highway, pedestrian or other traffic, over a water course or over or under or around any obstruction.

1-1.085 Conduit

A pipe or tube in which smaller pipes, tubes or electrical conductors are inserted or are to be inserted.

1-1.09 Contract

The written agreement covering the performance of the work and the furnishing of labor, materials, tools and equipment in the construction of the work. The Contract shall include:

(a) Notice to Contractors,
(b) Instructions to Bidders,
(c) Proposal Form,
(d) Plans, Specifications, special provisions;
(e) Addenda and Change Orders thereto;
(f) Standard Specifications, State of California, Business, Transportation and Housing Agency, Department of
Transportation, 2018 edition, Sections 10 through 95, all as modified herein;
(g) City of Vallejo Standard Specifications and Standard Drawings, December 2011 edition;
(h) Vallejo Flood and Wastewater District Master Bid Document, dated March 2007.

All documents comprising the Contract may also be referred to as the “Contract Documents.”

1-1.10 Contractor

The person or persons, firm, partnership, corporation, or combination thereof, private or municipal, who have entered into a Contract with the City of Vallejo, as party or parties of the second part or their legal representatives.

1-1.11 Culvert

Any structure, other than a bridge, which provides an opening under a roadway for drainage or other purposes.

1-1.12 Days

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Unless otherwise designated, days as used in the Specifications will be understood to mean calendar days.

1-1.13 Department

The City of Vallejo Water Department

1-1.14 Detour

A temporary route for traffic around a closed portion of a road.

1-1.15 Director

The City of Vallejo Water Department Director, or his/her authorized representative.

1-1.16 Divided Highway

A highway with separated traveled ways for traffic, generally in opposite directions.

1-1.17 (Blank)

1-1.18 Engineer

The City of Vallejo, Water Department, Project Engineer, acting either directly or through properly authorized agents, the agents acting within the scope of the particular duties delegated to them.

1-1.19 Engineer's Estimate

The list of estimated quantities of work to be performed as contained in the "Proposal Form."

1-1.20 Federal Agencies

Whenever, in the Specifications, reference is made to any Federal agency or officer, the reference shall be deemed made to any agency or officer succeeding in accordance with law to the powers, duties, jurisdiction and authority of the agency or officer mentioned.

1-1.21 Fixed Costs

Any necessary labor, material and equipment costs directly expended on the item or items under consideration which remain constant regardless of the quantity of the work done.

1-1.22 Frontage Road

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A local street or road auxiliary to and located generally on the side of an arterial highway for service to abutting property and adjacent areas and for control of access.

1-1.23 Grading Plane

The surface of the basement material upon which the lowest layer of subbase, base, pavement, surfacing or other specified layer is placed.

1-1.24 Highway

The whole right of way or area which is reserved for and secured for use in constructing the roadway and its appurtenances.

1-1.25 Laboratory

Any testing laboratory identified as such by City of Vallejo.

1-1.255 Legal Holidays

Those days designated as City observed holidays specifically:

a) New Year's Day, b) Martin Luther King, Jr. Day, c) President’s Day, d) Memorial Day, e) Independence Day, f) Labor Day, g) Columbus Day, h) Veterans' Day, i) Thanksgiving Day, j) Day after Thanksgiving, k) Christmas Day

1-1.26 Liquidated Damages

The amount prescribed in the Contract Documents, to be paid to the City of Vallejo or to be deducted from any payments due or to become due the Contractor for each day's delay in completing the whole or any specified portion of the work beyond the time allowed in the Contract Documents.

1-1.265 MUTCD or CAMUTCD

The State of California, Department of Transportation publication entitled “California Manual on Uniform Traffic Control Devices.”

1-1.27 Median

That portion of a divided highway separating the traveled ways for traffic in opposite directions including inside shoulders.

1-1.275 Office of Structure Design

The State of California Office of Structure Design of the Department of Transportation. When the Specifications require working drawings to be submitted

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to the State Office of Structure Design, the drawings shall be submitted to: Office of Structure Design, Documents Unit, Mail Station 9, 1801 30th Street, Sacramento, CA 95816, Telephone (916) 227-8252.

1-1.28 Pavement

The uppermost layer of material placed on the traveled way or shoulders. This term is used interchangeably with surfacing.

1-1.29 Plans

The official project plans and Standard Plans, profiles, typical cross sections, working drawings and supplemental drawings, or reproductions thereof, approved by the Engineer, which show the location, character, dimensions and details of the work to be performed. These documents are to be considered as a part of the plans. In the above definition, the following terms are defined as follows:

• Project Plans

The project plans are specific details and dimensions peculiar to the work and are supplemented by the Standard Plans insofar as the same may apply.

• Standard Plans

The Standard Plans issued by the State of California, Business, Transportation and Housing Agency, Department of Transportation.

1-1.30 Processing

Any operation or operations of whatever nature and extent required to produce a specified material.

1-1.31 Proposal

The offer of the Bidder for the work when made out and submitted on the prescribed proposal form, properly signed and guaranteed.

1-1.32 Proposal Form

The approved form upon which the City of Vallejo requires formal bids be prepared and submitted for the work.

1-1.33 Proposal Guaranty

The cash, cashier's check, certified check or bidder's bond accompanying the proposal submitted by the bidder, as a guaranty that the bidder will enter into a

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contract with the City of Vallejo for the performance of the work if the Contract is awarded to the bidder.

1-1.34 Road

The roadbed is that area between the intersection of the upper surface of the roadway and the side slopes or curb lines. The roadbed rises in elevation as each increment or layer of subbase, base, surfacing or pavement is placed. Where the medians are so wide as to include areas of undisturbed land, a divided highway is considered as including 2 separate roadbeds.

1-1.35 Roadway

That portion of the highway included between the outside lines of sidewalks, or curbs, slopes, ditches, channels, waterways, and including all the appertaining structures, and other features necessary to proper drainage and protection.

1-1.36 Shoulders

The portion of the roadway contiguous with the traveled way for accommodation of stopped vehicles, for emergency use, and for lateral support of base and surface courses.

1-1.37 Special Provisions (Section a)

The special provisions are specific clauses setting forth conditions or requirements peculiar to the work and supplementary to these Specifications.

1-1.38 Specifications

The directions, provisions and requirements contained in the General Provisions, Wage and Equipment Rate and Technical Specifications section as supplemented by the Standard Specifications, City of Vallejo Standard Specifications and Standard Drawings. Whenever the term "these Specifications" or "these Standard Specifications" is used in this Contract, it means the provisions set forth in this Contract. “Specifications” or “Standard Specifications” also means the State of California, Department of Transportation, Standard Specifications, 2018 edition, Sections 10 through 96 only.

1-1.39 State

The State of California.

1-1.40 (Blank)

1-1.41 Subbase

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A layer of specified material of planned thickness between a base and the basement material.

1-1.42 Subgrade

That portion of the roadbed on which pavement, surfacing, base, subbase, or a layer of any other material is placed.

1-1.43 Substructure

All that part of the bridge below the bridge seats, tops of piers, haunches of rigid frames, or below the spring lines of arches. Backwalls and parapets of abutments and wingwalls of bridges shall be considered as parts of the substructure.

1-1.44 Superstructure

All that part of the bridge except the bridge substructure.

1-1.45 Surfacing

The uppermost layer of material placed on the traveled way, or shoulders. This term is used interchangeably with pavement.

1-1.46 Traffic Lane

That portion of a traveled way for the movement of a single line of vehicles.

1-1.47 Traveled Way

That portion of the roadway for the movement of vehicles, exclusive of shoulders.

1-1.48 Work

All the work specified, indicated, shown, contemplated or inferable from the Contract Documents to construct the improvement, including all alterations, amendments or extensions thereto made by Contract change order.

1-1.49 Owner

The City of Vallejo, Water Department, acting either directly or through properly authorized agents, the agents acting within the scope of the particular duties delegated to them.

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PROPOSAL REQUIREMENTS AND CONDITIONS

2-1.01 Contents of Proposal Forms

Prospective bidders must use City of Vallejo proposal forms which will refer to the special provisions and project plans for the work to be done and will include a schedule of items for which bid prices are asked, showing the approximate estimate of the various quantities and kinds of work to be performed or materials to be furnished.

2-1.02 Approximate Estimate

The quantities given in the proposal form and Contract are approximate only, being given as a basis for the comparison of bids. The City of Vallejo does not, expressly or by implication, agree that the actual amount of work will correspond therewith, and reserves the right to increase or decrease the amount of any class or portion of the work, or to omit portions of the work.

2-1.03 Examination of Plans, Specifications, Contract, and Site of Work

All bidders shall carefully and completely examine the site of the work contemplated, the plans and Specifications, and the proposal and Contract forms therefor, and perform all tests and inspections necessary to inform bidder of all conditions that may be encountered, the character, quality and scope of work to be performed, and the quantities of materials to be furnished. The submission of a bid shall be conclusive evidence that the bidder has investigated and is satisfied as to the conditions to be encountered, as to the character, quality and scope of work to be performed, the quantities of materials to be furnished and as to the requirements of the proposal, plans, Specifications and the Contract.

Where the City of Vallejo has made investigations of site conditions, including subsurface conditions in areas where work is to be performed under the Contract, or in other areas, some of which may constitute possible local material sources, bidders and Contractor may, upon written request, inspect the records of the City of Vallejo as to those investigations subject to and upon the conditions hereinafter set forth. The investigations are made only for the purpose of study and design.

The records of investigations, project records, log of test borings, record of geotechnical data, investigation of subsurface conditions, “Materials Information,” cross-sections, contour maps, and any other investigations provided by City of Vallejo, are not a part of the Contract and are available solely for the convenience of the bidder or Contractor. It is expressly understood and agreed that the City of Vallejo assumes no responsibility whatsoever in respect to the sufficiency or accuracy of the above described documents or of the interpretations set forth therein or made by the City of Vallejo in its use thereof and there is no warranty or guaranty, either express or implied, as to the completeness or accuracy of the documents, that the conditions indicated by the documents are representative of those existing in or throughout those areas, or any part thereof, or that unlooked-for

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developments may not occur, or that materials other than, or in proportions different from those indicated, may not be encountered.

The availability or use of information described in this section is not to be construed in any way as a waiver of the provisions of the first paragraph in this section and a bidder or Contractor shall make their own investigation and examination to be satisfied as to conditions to be encountered in the performance of the work.

No information derived from the inspection of investigations or compilation thereof made by the City of Vallejo or from the Engineer, or their consultants, will in any way relieve the bidder or Contractor from any risk or from properly fulfilling the terms of the Contract.

2-1.04 Addendum

If discrepancies or apparent errors are found in the Contract Documents prior to the date of bid opening, bidders shall submit a written request for clarification to Water Director, which response to said request will be given in the form of addenda to all bidders, if time permits.

The correction of any discrepancies in, or omissions from the plans, Specifications, or other Contract Documents, or any interpretation thereof, during the bidding period will be made only by an addendum issued in writing by the City of Vallejo.

A copy of each such addendum issued by the City of Vallejo will be electronically mailed, faxed or delivered to each person receiving a set of the Contract Documents, and shall be made a part of the Contract. Any other interpretation or explanation of such documents will not be considered binding.

2-1.05 Proposal Forms

The City of Vallejo will furnish to each bidder a standard proposal form, which, when filled out and executed may be submitted as that bidder's bid. Bids not presented on forms so furnished, and copies or facsimiles of the bidder's completed and executed proposal forms submitted as a bid may be rejected.

2-1.06 (Blank)

2-1.07 Proposal Guaranty

The proposal must be accompanied by cash, a bidder's bond, certified check, or cashier's check in an amount not less than ten percent (10%) of the amount bid.

The bidder's bond must be signed in favor of the City of Vallejo, and the certified check or cashier's check must be made payable to the City of Vallejo.

2-1.08 Withdrawal of Proposals

Any bid may be withdrawn at any time prior to the date and time fixed for the opening of bids only by written request for the withdrawal of the bid filed at the

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location at which the bid was received by the City of Vallejo. The request shall be executed by the bidder or the bidder's duly authorized representative. The withdrawal of a bid does not prejudice the right of the bidder to file a new bid.

Whether or not bids are opened exactly at the time fixed for opening bids, a bid will not be received after that time, nor may any bid be withdrawn after the time fixed for the opening of bids.

2-1.09 Public Opening of Proposals

Proposals will be opened and read publicly at the time and place indicated in the "Notice to Contractors." Bidders or their authorized agents are invited to be present.

2-1.095 Relief of Bidders

Attention is directed to the provisions of Public Contract Code Sections 5100 to 5107, inclusive, concerning relief of bidders and in particular to the requirement therein, that if the bidder claims a mistake was made in the bid presented, the Bidder shall give the City of Vallejo written notice within 5 days after the opening of the bids of the alleged mistake, specifying in the notice in detail how the mistake occurred.

2-1.10 Disqualification of Bidders

More than one proposal from an individual, firm, partnership, corporation, or combination thereof under the same or different names will not be considered.

Reasonable grounds for believing that any individual, firm, partnership, corporation or combination thereof is interested in more than one proposal for the work contemplated may cause the rejection of all proposals in which that individual, firm, partnership, corporation or combination thereof is interested. If there is reason for believing that collusion exists among the Bidders any or all proposals may be rejected. Proposals in which the prices appear unbalanced may be rejected.

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AWARD AND EXECUTION OF CONTRACT

3-1.01 Award of Contract

The right is reserved to reject any and all proposals.

The award of the Contract, if it be awarded, will be to the lowest responsible bidder whose proposal complies with all the requirements prescribed. The award, if made, will be made within 60 days after the opening of the proposals. This period will be subject to extension for such further period as may be agreed upon in writing between the City of Vallejo and the bidder concerned.

All bids will be compared on the basis of the Engineer's Estimate of the quantities of work to be done.

The low bid will be determined by adding the sum of the base bid and all alternates (if any). The City of Vallejo reserves the right to include in the Contract, if a Contract is awarded, the base bid only, or the base bid plus any alternate bid or combinations of alternates bid.

3-1.02 Bonds

Within ten (10) days of Contractor's receipt of Contract from City of Vallejo, the Contractor shall furnish corporate surety bonds to the benefit of the City of Vallejo, issued by a surety company acceptable to the City of Vallejo and authorized and admitted to do business in the State of California, as follows:

A. Faithful Performance Bond -- In a sum not less than one hundred percent (100%) of the total contract price as set forth in the Contract to guarantee the Contractor's faithful performance of all covenants and stipulations of the Contract. The bond shall contain a provision that the surety thereon waives the provisions of Sections 2819 and 2845 of the Civil Code of the State of California.

B. Payment (Labor and Materials) Bond -- In a sum not less than one hundred percent (100%) of the total contract price as set forth in the Contract to guarantee the payment of wage, and bills contracted for materials, supplies, or equipment used in the performance of the Contract. The bond shall be in accordance with the provisions of Sections 3225, 3226, and 3247 to 3252, inclusive, of the Civil Code of the State of California, and Section 13020 of the Unemployment Insurance Code of the State of California. Said bond shall also contain a provision that the surety thereon waives the provisions of Sections 2819 and 2845 of the Civil Code of the State of California.

Faithful Performance Bond and Payment Bond shall be on the forms provided by City of Vallejo.

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The surety companies shall familiarize themselves with all provisions and conditions of the Contract. It is understood and agreed that the surety or sureties waive the right of special notification of any modifications or alterations, omissions or reductions, extra or additional work, extensions of time, or any other act or acts by the City of Vallejo or its authorized agents under the terms of the Contract; and failure to so notify the surety companies of such changes shall in no way relieve the surety or sureties of their obligations under this Contract. The surety expressly waives the provisions of Sections 2819 and 2845 of the Civil Code of the State of California.

3-1.03 Execution of Contract

The Contract shall be signed by the successful bidder and returned, together with the Contract bonds, within 10 days after the bidder has received the Contract for execution.

3-1.04 Failure to Execute Contract

The Contractor shall pay to the City of Vallejo such sums from said cash, bond, certified check, or cashier's check as necessary to reimburse the City of Vallejo for costs incurred for failure of the successful bidder to complete, sign and return in strict compliance with these Contract Documents, if requested to do so, Contractor's Qualification Questionnaire, or enter into a Contract. The amount of said cash, bond, certified check, or cashier's check shall not be deemed to constitute a penalty or liquidated damages. The City of Vallejo shall not be precluded by such cash, bond, certified check, or cashier's check from recovering from the defaulting bidder damages in excess of the amount of said cash, bond, certified check, or cashier's check incurred as a result of the failure of the successful bidder to complete, sign and return in strict compliance with these Contract Documents, if requested to do so, Contractor's Qualification Questionnaire, or enter into a Contract.

3-1.05 Return of Proposal Guaranties

The proposal guaranties accompanying the proposals of the first, second and third lowest bidders will be retained until the Contract has been finally executed, after which those proposal guaranties, may be returned to the respective bidders whose proposals they accompany. The proposal guaranties, other than bidder's bonds, submitted by all other unsuccessful bidders will be returned upon determination, by the City of Vallejo, of the first, second and third lowest responsible Bidders.

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SCOPE OF WORK

4-1.01 Intent of Plans and Specifications

All work and materials shall be in full accordance with the latest adopted standards and regulations of the State Fire Marshal; the California Building Code; Title 24 of the California Code of Regulations; the California Electrical Code; the California Plumbing Code; Americans with Disabilities Act; and all other applicable codes, laws, rules or regulations. Nothing in these Contract Documents is to be construed to permit work not conforming to these requirements. Contractor agrees that immediately upon signing of the Contract, Contractor will diligently review the Contract Documents and determine if any work described or inferred within the Contract Documents is not in conformance with these requirements. Should Contractor discover work within the Contract Documents not in conformance with these requirements, Contractor agrees to immediately notify Engineer in writing of said nonconformance, and to not proceed with nonconforming work. When the work detailed in the Contract Documents differs from governing codes, it is understood and agreed that the Contract sum is based upon the more costly or expensive standard.

The intent of the plans and Specifications is to prescribe the details for the construction and completion of the work which the Contractor undertakes to perform in accordance with the terms of the Contract, and that the work performed under the Contract results in a complete operating system in satisfactory working condition with respect to the functional purposes of the installation, and no extra compensation will be allowed for anything omitted but fairly implied. The prices paid for the various items in the proposal shall include full compensation for furnishing all labor, materials, tools, equipment, overhead, profit, incidentals, and doing all work necessary to complete the finished product as provided in the Contract Documents. Where the plans or Specifications describe portions of the work in general terms, but not in complete detail, it is understood that only the best general practice is to prevail and that only materials and workmanship of the first quality are to be used. The Contractor shall furnish all labor, materials, tools, equipment, and incidentals, and do all the work involved in executing the Contract to the highest possible standard of workmanship.

Should it appear that the work to be done, or any of the matters relative thereto, are not sufficiently detailed or explained in the Contract Documents, or in the event of any doubt or question arising respecting the true meaning of the Contract Documents, the Contractor shall apply to the Engineer in writing for such further explanations as may be necessary, and the Engineer shall render his or her decisions thereon. The Contractor shall thoroughly review all Requests for Information (RFI's) submitted by subcontractors prior to submission to the Engineer to determine whether such RFI's is already answered in the Contract Documents. Contractor represents to City of Vallejo, that by submission of an RFI, Contractor has thoroughly reviewed the RFI and thoroughly reviewed the Contract Documents, and determined that the RFI is not answered or reasonably inferable in the Contract Documents, and that the RFI pertains to an unforeseen condition

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or circumstance that is not described in the Contract Documents, that there is a conflict or discrepancy in the Contract Documents, or there is an omission in the Contract Documents. In the event any RFI is answered or reasonably inferable from the Contract Documents, Contractor agrees to pay the City of Vallejo the reasonable cost, time and expenses associated with reviewing and responding to RFI's which are already answered or reasonably inferable from the Contract Documents. In the event of a disagreement over such compensation, the judgment of the Engineer shall be final.

4-1.02 Final Cleaning Up

Before final inspection of the work, the Contractor shall clean the project site, material sites and all ground occupied by the Contractor in connection with the work of all rubbish, excess materials, falsework, temporary structures and equipment. All parts of the work shall be left in a neat and presentable condition.

Full compensation for final cleaning up will be considered as included in the prices paid for the various Contract items of work and no separate payment will be made therefore.

4 -1.03 Changes

The City reserves the right without changing the scope of work, to make such alterations deviations, additions to or deletions from the plans and Specifications, including but not limited to, the right to add or delete any portion of the work to be done with no additional compensation or change in lump sum or unit bid prices.

The City also reserves the right without changing the scope of work, to increase or decrease the quantity of any item or portion of the work, as may be deemed by the Engineer to be necessary or advisable and to require such extra work as may be determined by the Engineer to be required for the proper completion or construction of the whole work contemplated. Such increases or decreases in quantities shall not be a basis for change in character of the work.

The City of Vallejo may request that Contractor provide City of Vallejo with estimated costs for proposed changes to the work. Contractor agrees to promptly provide City of Vallejo with detailed, itemized costs for proposed changes to the work and scheduling data demonstrating the impact, if any, of the proposed changes to the work and the time for completion. Adjustments, if any, in the amount to be paid the Contractor by reason of any modifications of the work as set forth in a Contract change order, Construction Change Directive, or arising from claims shall be determined by one or more of the following methods as elected by the City of Vallejo:

A. Lump Sum Price - By an acceptable lump sum price fixed in agreement between the City of Vallejo and the Contractor.

B. Unit Prices - By unit prices fixed by agreement between the City of Vallejo and the Contractor.

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C. Force Account - By directing the Contractor to proceed with the work and to keep and present in such form as the City of Vallejo may direct, a correct account of the cost of the change, together with all vouchers therefor. The Contractor will be paid for labor, materials, equipment rental, etc. actually used on change order work performed under Force Account as per Section 9-1.03 of these specifications.

The amount of payment agreed upon or, in the absence of agreement, selected by the City of Vallejo shall be set forth in the change order or construction change directive.

Upon receipt of a Contract change order authorized by the Engineer, the Contractor shall proceed with the ordered work. If ordered in writing by the Engineer, the Contractor shall proceed with the work so ordered prior to actual receipt of an authorized Contract change order therefor. In those cases, the Engineer will, as soon as practicable, issue a Contract change order for the ordered work and the provisions in Section 4-1.03A, "Procedure and Protest," shall be fully applicable to the subsequently issued Contract change order.

When the compensation for an item of work is subject to adjustment under the provisions of this Section 4-1.03, the Contractor shall, upon request, furnish the Engineer with adequate detailed cost data for that item of work. If the Contractor requests an adjustment in compensation for an item of work, the cost data shall be submitted with the request.

4-1.03A Procedure and Protest

A Contract change order authorized by the Engineer may be issued to the Contractor at any time. Should the Contractor disagree with any terms or conditions set forth in an authorized Contract change order not executed by the Contractor, the Contractor shall submit a written protest to the Engineer within 15 days after the receipt of the Contract change order. The protest shall state the points of disagreement, and the Contract specification references, quantities and costs involved. If a written protest is not submitted, payment will be made as set forth in the Contract change order, and Contractor agrees that payment shall constitute full compensation for all work included therein or required thereby.

Unprotested Contract change orders will be considered as executed Contract change orders.

Where the protest concerning an authorized Contract change order relates to compensation, the compensation payable for all work specified or required by that Contract change order to which the protest relates will be determined as provided in Section 4-1.03D. The Contractor shall keep full and complete records of the cost of that work and shall permit the Engineer to have access thereto as may be necessary to assist in the determination of the compensation payable for that work.

Where the protest concerning an accepted Contract change order relates to the adjustment of Contract time for the completion of the work, the time to be allowed

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therefor will be determined as provided in Section 8-1.07, "Liquidated Damages."

Proposed Contract change orders may be presented to the Contractor for consideration prior to authorization by the Engineer. If the Contractor signifies acceptance of the terms and conditions of the proposed Contract change order by executing the document and if the Contract change order is accepted by the Engineer and issued to the Contractor, payment in accordance with the provisions as to compensation therein set forth shall constitute full compensation for all work included therein or required thereby. An accepted Contract change order shall supersede a proposed, but unaccepted, Contract change order covering the same work.

The Engineer may provide for an adjustment of compensation as to a Contract item of work included in a Contract change order determined as provided in Section 4-1.03D, if that item of work is eligible for an adjustment of compensation thereunder.

Change orders shall be in the form provided by City of Vallejo in the Contract Documents.

4-1.03B (Not used)

4-1.03C (Not used)

4-1.03D Extra Work

New and unforeseen work will be classed as extra work when determined by the Engineer that the work is not covered by any of the various items for which there is a bid price or by combinations of those items. In the event portions of this work are determined by the Engineer to be covered by some of the various items for which there is a bid price or combinations of those items, the remaining portion of the work will be classed as extra work. Extra work also includes work specifically designated as extra work in the plans or Specifications.

The Contractor shall do the extra work and furnish all labor, material and equipment therefor upon receipt of an accepted Contract change order or other written order of the Engineer, and in the absence of an accepted Contract change order or other written order of the Engineer the Contractor shall not be entitled to payment for the extra work.

Payment for extra work required to be performed pursuant to the provisions in this Section 4-1.03D, in the absence of an executed Contract change order, will be made by force account as provided in Section 9-1.03; or as agreed to by the Contractor and the Engineer.

4-1.04 Detours

The Contractor shall construct and remove detours and detour bridges for the use

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of public traffic as provided in the Contract Documents or as directed by the Engineer. Payment for this work will be made as set forth in the Contract Documents or at the Contract prices for the items of work involved if the work being performed is covered by Contract items of work and no other method of payment therefor is provided in the special provisions, otherwise the work will be paid for as extra work as provided in Section 4-1.03D.

The cost of repairing damage to detours caused by public traffic will be paid for as extra work as provided in Section 4-1.03D.

When public traffic is routed through the work, provision for a passageway through construction operations will not be considered as detour construction or detour maintenance, and this work shall conform to and be paid for as provided in Section 7-1.08, "Public Convenience," unless otherwise specified in the Specifications..

Detours used exclusively by the Contractor for hauling materials and equipment shall be constructed and maintained by the Contractor at the Contractor's expense.

The failure or refusal of the Contractor to construct and maintain detours at the proper time shall be sufficient cause for closing down the work until the detours are in satisfactory condition for use by public traffic.

Where the Contractor's hauling is causing such damage to the detour that its maintenance in a condition satisfactory for public traffic is made difficult or costly, the Engineer shall have authority to regulate the Contractor's hauling over the detour.

4-1.05 Use of Materials Found on the Work

Unless designated as selected material as provided in these Specifications, the Contractor, with the acceptance of the Engineer, may use in the proposed construction such stone, gravel, sand or other material suitable in the opinion of the Engineer as may be found in excavation. The Contractor will be paid for the excavation of those materials at the Contract price for the excavation, but the Contractor shall replace at the Contractor's expense with other suitable material all of that portion of the material so removed and used which was contemplated for use in the work, except that the Contractor need not replace, at the Contractor's expense, any material obtained from structure excavation used as structure backfill. No charge for materials so used will be made against the Contractor. The Contractor shall not excavate or remove any material from within the highway location that is not within the excavation, as indicated by the slope and grade lines, without written authorization from the Engineer.

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CONTROL OF WORK

5-1.01 Authority of Engineer

The Engineer shall decide all questions which may arise as to the quality or acceptability of materials furnished and work performed and as to the manner of performance and rate of progress of the work; all questions which may arise as to the interpretation of the plans and Specifications; all questions as to the acceptable fulfillment of the Contract on the part of the Contractor; and all questions as to compensation. The Engineer's decision shall be final, and the Engineer shall have authority to enforce and make effective those decisions and orders which the Contractor fails to carry out promptly.

5-1.02 Plans and Working Drawings

The Contract plans furnished consist of general drawings and show such details as are necessary to give a comprehensive idea of the construction contemplated.

All authorized alterations affecting the requirements and information given on the Contract plans shall be in writing.

The Contract plans shall be supplemented by such working drawings prepared by the Contractor as are necessary to adequately control the work. No change shall be made by the Contractor in any working drawing after it has been accepted by the Engineer.

Working drawings for any part of the permanent work shall include, but not be limited to stress sheets, anchor bolt layouts, shop details, erection plans, equipment lists and any other information specifically required elsewhere in the Specifications.

Working drawings for cribs, cofferdams, falsework, temporary support systems, haul bridges, centering and form work and for other temporary work and methods of construction the Contractor proposes to use, shall be submitted when required by the Contract Documents or ordered by the Engineer. Working drawings shall be subject to City of Vallejo review insofar as the details affect the character of the finished work and for compliance with design requirements applicable to the construction when specified or called for, but details of design will be left to the Contractor who shall be responsible for the successful construction of the work.

Working drawings shall be reviewed by the Engineer before any work involving the drawings is performed. It is expressly understood that review of the Contractor's working drawings shall not relieve the Contractor of any responsibility under the Contract for the successful completion of the work in conformity with the requirements of the plans and Specifications. Review of working drawings shall not operate to waive any of the requirements of the plans and Specifications or relieve the Contractor of any obligation thereunder, and defective work, materials and equipment may be rejected notwithstanding the review.

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Full compensation for furnishing all working drawings shall be considered as included in the prices paid for the Contract items of work to which the drawings relate and no additional compensation will be allowed therefor.

5-1.02A Trench Excavation Safety Plans

Attention is directed to Section 7-1.01E, "Trench Safety." Excavation for any trench 5 feet or more in depth shall not begin until the Contractor has prepared detailed plans for worker protection from the hazards of caving ground during the excavation of that trench. The detailed plan shall show the details of the design of shoring, bracing, sloping or other provisions to be made for worker protection during the excavation. No plan shall allow the use of shoring, sloping or a protective system less effective than that required by the Construction Safety Orders of the Division of Occupational Safety and Health. If the plan complies with the shoring system standards established by the Construction Safety Orders, the plan shall be submitted at least 5 days before the Contractor intends to begin excavation for the trench. If the plan varies from the shoring system standards established by the Construction Safety Orders, the plan shall be prepared and signed by an engineer who is registered as a Civil Engineer in the State of California, and the plan and design calculations shall be submitted at least 3 weeks before the Contractor intends to begin excavation for the trench.

5-1.03 Conformity With Contract Documents and Allowable Deviations

Contractor’s work and materials shall strictly conform to the lines, grades, typical cross sections, dimensions and material requirements, including tolerances, required in the Contract Documents. Although measurement, sampling and testing may be considered evidence as to conformity, the Engineer shall be the sole judge as to whether the work or materials deviate from the plans and Specifications, and the Engineer's decision as to any allowable deviations therefrom shall be final.

5-1.04 Coordination and Interpretation of Plans, specifications and Standard Specifications

These project plans, Specifications, special provisions, Contract change orders and all supplementary documents are essential parts of the Contract, and a requirement occurring in one Contract Document is as binding as though occurring in all. They are intended to be complementary, and to describe and provide for a complete work.

In the event of a conflict between the project plans, Specifications or special provisions, and Standard Plans and Standard Specifications of the State of California, Business, Transportation and Housing Agency, Department of Transportation, 2018 edition, City of Vallejo Standard Specifications and Standard Plans, December 2011 edition, or Vallejo Sanitation & Flood Control District Master Bid Document, dated March 2007, the project plans, and Specifications shall control. Project plans shall govern over Standard Plans; Standard Plans and project plans shall govern over the Standard Specifications; and the special

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provisions shall govern over both the Standard Specifications and the project plans. The specific shall control over the general.

Should it appear that the work to be done or any of the matters relative thereto are not sufficiently detailed or explained in the Contract Documents, the Contractor shall apply in writing to the Engineer for such further explanations as may be necessary and shall conform to them as part of the Contract. In the event of any doubt or question arising respecting the true meaning of the Contract Documents, reference in writing shall be made to the Engineer, whose decision thereon shall be final.

In the event of any discrepancy between any drawing and the figures written thereon, the figures shall be taken as correct. Detail drawings shall prevail over general drawings.

5-1.05A Order of Work

When required by the Contract Documents, the Contractor shall follow the sequence of operations as set forth therein.

Full compensation for conforming to those requirements will be considered as included in the prices paid for the various Contract items of work and no additional compensation will be allowed therefor.

5-1.05B Hours of Work

Regular working hours are 8:00 a.m. to 4:30 p.m., Monday through Friday, excluding holidays observed by the City. No work outside of the regular working hours shall be done unless previously requested by the Contractor in writing and approved by the Engineer in writing. Contractor is subject to reimbursing the City for the costs of providing inspection outside of regular working hours.

5-1.06 Superintendence

The Contractor shall designate in writing before starting work, an authorized representative who shall act as Superintendent and have the authority to represent and act for the Contractor. The Superintendent shall have responsibility for overall project operations and shall not be a “working foreman.”

When the Contractor is comprised of 2 or more persons, firms, partnerships or corporations functioning on a joint venture basis, the Contractor shall designate in writing before starting work, the name of one authorized representative who shall serve as the Superintendent. And shall have the authority to represent and act for the Contractor.

The Superintendent shall be present at the site of the work at all times while work is actually in progress on the Contract. When work is not in progress and during periods when work is suspended, arrangements acceptable to the Engineer shall

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be made for any emergency work which may be required.

Whenever the Contractor or the Contractor's Superintendent is not present on any particular part of the work where it may be desired to give direction, orders will be given by the Engineer, which shall be received and obeyed by the foreman or other individual who may have charge of the particular work in reference to which the orders are given.

Any order given by the Engineer, not otherwise required by the Specifications to be in writing, will on request of the Contractor, be given or confirmed by the Engineer in writing.

5-1.07 Lines and Grades

Stakes or marks for horizontal and vertical control will be set by the Engineer as the Engineer determines to be necessary to establish the lines and grades required for the completion of the work specified in these Contract Documents.

When the Contractor requires the stakes or marks, the Contractor shall notify the Engineer of the requirements in writing a reasonable length of time in advance of starting operations that require the stakes or marks. In no event, shall a notice of less than 2 working days be considered a reasonable length of time.

Stakes and marks set by the Engineer shall be carefully preserved by the Contractor. In case the stakes and marks are destroyed or damaged, the Contractor will be charged for the cost of necessary replacement or restoration of stakes and marks. This charge will be deducted from any moneys due or to become due the Contractor.

5-1.08 Inspection

The Engineer shall, at all times, have safe access to the work during its construction, and shall be furnished with every reasonable facility for ascertaining that the materials and the workmanship are in accordance with the requirements and intentions of the Contract Documents. All work done and all materials furnished shall be subject to the Engineer's inspection.

Neither the inspection by an inspector, City of Vallejo, Engineer, nor any measurement, approved or unapproved modification, Submittals, shop drawing, order, or certificate, nor acceptance of any part or whole of the work, or payment of money, nor any possession or use by the City of Vallejo or its agents, shall operate as a waiver of any provisions of the Contract or of any power or authority reserved therein, or of any right to damages thereunder; nor shall the waiver of any breach of this Contract be held to be a waiver of any subsequent or other breach.

Projects financed in whole or in part with State or Federal funds shall be subject to inspection at all times by the State or Federal agency involved, or their authorized

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representative.

5-1.09 Removal of Rejected and Unauthorized Work

All work which has been rejected shall be remedied, or removed and replaced by the Contractor in a manner acceptable to the Engineer, and no compensation will be allowed to the Contractor for the removal, replacement or remedial work.

Any work done beyond the lines and grades shown on the plans or established by the Engineer, or any extra work done without written authority will be considered as unauthorized work and will not be paid for. Upon order of the Engineer unauthorized work shall be remedied, removed or replaced at the Contractor's expense.

Upon failure of the Contractor to comply promptly with any order of the Engineer made under this Section 5-1.09, the City of Vallejo may cause rejected or unauthorized work to be remedied, removed or replaced, and to deduct the costs from any moneys due or to become due the Contractor.

5-1.10 Equipment and Plants

Only equipment and plants suitable to produce the quality of work and materials required will be permitted to operate on the project.

Plants shall be designed and constructed in accordance with general practice for the equipment and shall be of sufficient capacity to ensure the production of sufficient material to carry the work to completion within the time limit.

The Contractor shall provide adequate and suitable equipment and plants to meet the above requirements, and when ordered by the Engineer shall remove unsuitable equipment from the work and discontinue the operation of unsatisfactory plants.

The Contractor shall identify each piece of equipment, other than hand tools, by means of an identifying number plainly stenciled or stamped on the equipment at a conspicuous location, and shall furnish to the Engineer a list giving the description of each piece of equipment and its identifying number. In addition, the make, model number and empty gross mass of each unit of compacting equipment shall be plainly stamped or stenciled in a conspicuous place on the unit. The gross mass shall be either the manufacturer's rated mass or the scale weight, expressed in metric units {United States Standard Measures}.

The make, model, serial number and manufacturer's rated capacity in metric units {United States Standard Measures} for each scale shall be clearly stamped or stenciled on the load receiving element and its indicator or indicators. All meters shall be similarly identified, rated and marked. Upon request of the Engineer, the Contractor shall furnish a statement by the manufacturer, designating sectional and weighbridge capacities of portable vehicle scales.

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5-1.11 Alternative Equipment

While certain of the Contract Documents may provide that equipment of a particular size and type is to be used to perform portions of the work, it is to be understood that the development and use of new or improved equipment is to be encouraged.

The Contractor may request, in writing, permission from the Engineer to use equipment of a different size or type in place of the equipment specified.

The Engineer, before considering or granting the request, may require the Contractor to furnish, at the Contractor's expense, evidence satisfactory to the Engineer that the equipment proposed for use by the Contractor is capable of producing work equal to, or better than, that which can be produced by the equipment specified.

If permission is granted by the Engineer, it shall be understood that the permission is granted for the purpose of testing the quality of work actually produced by the equipment and is subject to continuous attainment of results which, in the opinion of the Engineer, are equal to, or better than, that which can be obtained with the equipment specified. The Engineer shall have the right to withdraw permission at any time that the Engineer determines that the alternative equipment is not producing work that is equal, in all respects, to that which can be produced by the equipment specified. Upon withdrawal of permission by the Engineer, the Contractor will be required to use the equipment originally specified and shall, in accordance with the directions of the Engineer, remove and dispose of or otherwise remedy, at the Contractor's expense, any defective or unsatisfactory work produced with the alternative equipment.

The Contractor shall not have any claim against the City of Vallejo for either the withholding or the granting of permission to use alternative equipment, or for the withdrawal of the permission.

Permission to use alternative equipment in place of equipment specified will only be granted where the equipment is new or improved and its use is deemed by the Engineer to be in furtherance of the purposes of this Section 5-1.11. The permission for use of particular equipment on any project shall in no way be considered as permission of the use of the equipment on any other project.

Nothing in this Section 5-1.11 shall relieve the Contractor of the responsibility for furnishing materials or producing finished work of the quality specified in the Contract Documents

5-1.12 Alternative Methods of Construction

Whenever the plans or Specifications provide that more than one specified method of construction or more than one specified type of material or construction

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equipment may be used to perform portions of the work and leave the selection of the method of construction or the type of material or equipment to be used up to the Contractor, it is understood that the City of Vallejo does not guarantee that every or any specified method of construction or type of material or equipment can be used successfully throughout all or any part of any project. It shall be the Contractor's responsibility to select and use the alternative or alternatives which will satisfactorily perform the work under the conditions encountered. In the event some of the alternatives are not feasible or it is necessary to use more than one of the alternatives on any project, full compensation for any additional cost involved shall be considered as included in the Contract price paid for the item of work involved and no additional compensation will be allowed therefor.

5-1.13 Differing Site Conditions

During the progress of the work, if subsurface or latent physical conditions are encountered at the site differing materially from those indicated in the Contract or if unknown physical conditions of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent in the work provided for in the Contract, are encountered at the site, the Contractor shall promptly notify the Engineer in writing of the specific differing conditions before they are disturbed and before the affected work is performed.

Upon written notification, the Engineer will investigate the conditions, and if the Engineer determines that the conditions materially differ and cause an increase or decrease in the cost or time required for the performance of any work under the Contract, an adjustment, excluding loss of anticipated profits, will be made and the Contract modified in writing accordingly. The Engineer will notify the Contractor of the Engineer's determination whether or not an adjustment of the Contract is warranted.

No Contract adjustment which results in a benefit to the Contractor will be allowed unless the Contractor has provided the required written notice. Contractor agrees that failure to provide written notice to Engineer as required herein, or failure to otherwise abide by this Section, shall be a waiver by Contractor of any claim, demand, compensation or adjustment in the Contract time or working days.

No Contract adjustment will be allowed under the provisions specified in this section for any effects caused on unchanged work.

Any Contract adjustment warranted due to differing site conditions will be made in conformance with the provisions in Section 4-1.03, "Changes," except as otherwise provided.

5-1.14 Character of Workers

If any subcontractor or person employed by the Contractor shall appear to the Engineer to be incompetent or to act in a disorderly or improper manner, they shall be discharged immediately on the request of the Engineer, and that person shall

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not again be employed on the work.

5-1.15 Final Inspection

When the work has been completed, the Engineer will make the final inspection.

5-1.16 Means And Methods

City of Vallejo will not have control over, be in charge of, nor be responsible for construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs in connection with the work, since these are solely Contractor's responsibility.

The City of Vallejo or adjacent property owner may perform other work adjacent to or within the project area, concurrent with the Contractor's operations. The Contractor shall cooperate fully with City of Vallejo in all operations which coincide with other work being performed, and provide City of Vallejo with such scheduling and other information as may be required by City of Vallejo to perform such other work. The Contractor shall conduct operations to minimize interference with the work of other forces or contractors performing such work. This work performed by a second contractor may include work which is incomplete or in dispute with the Contractor.

Any disputes or conflicts which may arise between the Contractor and any other forces or contractors retained by the City of Vallejo, causing delays or hindrance to each other, shall be referred to the Engineer for resolution.

The City of Vallejo shall have the right at any time during the progress of this work to take over and place in service any completed or partially completed portion of the work, notwithstanding the time for completion of the entire work or such portions which may not have expired; but such taking possession thereof shall not be deemed an acceptance of any of the work, nor work on those portions not completed in accordance with the Contract Documents.

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CONTROL OF MATERIALS

6-1 General

6-1.01 Source of Supply and Quality of Materials

The Contractor shall furnish all materials required to complete the work, except materials that are designated in the Specifications to be furnished by the City of Vallejo and materials furnished by the City of Vallejo in conformance with the provisions in Section 9-1.03, "Force Account Payment."

Only materials conforming to the requirements of the Contract Documents shall be incorporated in the work.

The materials furnished and used shall be new, except as may be provided elsewhere in the Contract Documents. The materials shall be manufactured, handled and used in a workmanlike manner to ensure completed work in accordance with the plans and Specifications.

Materials to be used in the work will be subject to inspection and tests by the Engineer or the Engineer's designated representative. The Contractor shall furnish without charge such samples as may be required.

The Contractor shall furnish the Engineer a list of the Contractor's sources of materials and the locations at which those materials will be available for inspection.

The list shall be submitted on a form acceptable to the Engineer and shall be furnished to the Engineer in sufficient time to permit inspecting and testing of materials to be furnished to the listed sources in advance of their use. The Engineer may inspect, sample or test materials at the source of supply or other locations, but the inspection, sampling or testing will not be undertaken until the Engineer is assured by the Contractor of the cooperation and assistance of both the Contractor and the supplier of the material. The Contractor shall assure that the Engineer or the Engineer's authorized representative has free access at all times to the material to be inspected, sampled or tested. It is understood that the inspections and tests if made at any point other than the point of incorporation in the work in no way shall be considered as a guaranty of acceptance of the material nor of continued acceptance of material presumed to be similar to that upon which inspections and tests have been made, and that inspection and testing performed by the City of Vallejo shall not relieve the Contractor or the Contractor's suppliers of responsibility for quality control.

Manufacturers' warranties, guaranties, instruction sheets and parts lists, which are furnished with certain articles or materials incorporated in the work, shall be delivered to the Engineer before acceptance of the Contract.

Reports and records of inspections made and tests performed, when available at the site of the work, may be examined by the Contractor.

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6-1.02 City Furnished Materials

Materials which are listed as City of Vallejo-furnished materials in the special provisions will be available to the Contractor free of charge.

The Contractor shall submit a written request to the Engineer for the delivery of City of Vallejo-furnished material at least 15 days in advance of the date of its intended use. The request shall state the quantity and the type of each material.

The City of Vallejo-furnished materials will be available to the Contractor free of charge will be designated in the special provisions. In those cases, the materials shall be hauled to the site of the work by the Contractor at the Contractor's expense, including any necessary loading and unloading that may be involved. All costs of handling and placing City of Vallejo-furnished material shall be considered as included in the price paid for the Contract item involving the City of Vallejo-furnished material.

The Contractor shall be responsible for all City of Vallejo-furnished materials furnished to the Contractor, and shall pay all demurrage and storage charges. City of Vallejo-furnished materials lost or damaged from any cause whatsoever shall be replaced by the Contractor at the Contractor's expense. The Contractor shall be liable to the City of Vallejo for the cost of replacing City of Vallejo-furnished material, and those costs may be deducted from any moneys due or to become due the Contractor. All City of Vallejo-furnished material that is not used on the work shall remain the property of the City of Vallejo and shall be delivered to the Engineer’s designated location at no cost to the City.

6-1.03 Storage of Materials

Articles or materials to be incorporated in the work shall be stored in such a manner as to ensure the preservation of their quality and fitness for the work, and to facilitate inspection.

6-1.04 Defective Materials

All materials which the Engineer has determined do not strictly conform to the requirements of the Contract Documents will be rejected whether in place or not.

The rejected materials shall be removed immediately from the site of the work, unless otherwise permitted in writing by the Engineer. No rejected material, the defects of which have been subsequently corrected, shall be used in the work, unless authorization in writing has been given by the Engineer. Upon failure of the Contractor to comply promptly with any order of the Engineer made under the provisions in this section, the Engineer shall have authority to cause the removal and replacement of rejected material and to deduct the cost thereof from any moneys due or to become due the Contractor.

If nonconforming work, materials, or equipment not meeting the requirements and intent of the Contract Documents is discovered, and the Contractor fails to remedy

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the nonconforming work, materials, or equipment, or the City of Vallejo agrees in writing to accept the nonconforming work, materials, or equipment, Contractor agrees to sign a Contract Change Order or otherwise reimburse City of Vallejo in a sum equal to the cost to remedy the nonconforming work, materials, or equipment. It is expressly understood and agreed that the City of Vallejo will be entitled to recover from Contractor the full cost of remedying nonconforming work, materials, or equipment, and that diminution in value will not be considered as a method for valuing the City of Vallejo's damages for nonconforming work, materials, or equipment, and further that the doctrine of economic waste will not be a defense to the City of Vallejo's recovery from Contractor of the full and complete cost and expense of remedying nonconforming work, materials, or equipment.

Re-examination of any work may be ordered by the Engineer, and such work must be uncovered by the Contractor. The Contractor shall pay the entire cost of such uncovering, re-examination, and replacement if the work does not conform to the Contract Documents.

6-1.05 Trade Names and Alternatives

For convenience in designation on the Contract Documents, certain articles or materials to be incorporated in the work may be designated under a trade name or the name of a manufacturer and the manufacturer's catalogue information. The use of an alternative article or material which is of equal or superior quality and of the required characteristics for the purpose intended will be permitted, subject to the following requirements:

The burden of proof as to the quality and suitability of alternatives shall be upon the Contractor, and the Contractor shall furnish all information necessary as required by the Engineer. The Engineer shall be the sole judge as to the quality and suitability of alternative articles or materials, and the Engineer's decision shall be final.

Whenever the Contract Documents permit the substitution of a similar or equivalent material or article, no tests or action relating to the acceptance of the substitute material will be made until the request for substitution is made in writing by the Contractor accompanied by complete data as to the equality of the material or article proposed. Request for such substitution shall be made in writing by the Contractor within thirty (30) days of the Notice to Proceed. Failure by the Contractor to request substitution within thirty (30) days of the Notice to Proceed constitutes an agreement by Contractor to furnish only the materials or equipment listed in the Contract Documents. Until and unless such substitutions are authorized in writing by the Engineer, no deviations from the specifications shall be allowed.

6-1.06 Plant Inspection

The Engineer may inspect the production of material or the manufacture of

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products at the source of supply.

Plant inspection, however, will not be undertaken until the Engineer is assured of the cooperation and assistance of both the Contractor and the material producer.

The Engineer or the Engineer's authorized representative shall have free entry at all times to those parts of the plant as concerns the manufacture or production of the materials. Adequate facilities shall be furnished free of charge to make the necessary inspection. The City of Vallejo assumes no obligation to inspect materials at the source of supply.

6-1.07 Certificates of Compliance

A Certificate of Compliance shall be furnished prior to the use of any materials for which the Contract Documents require that a certificate be furnished. In addition, when so authorized in the Contract Documents, the Engineer may permit the use of certain materials or assemblies prior to sampling and testing if accompanied by a Certificate of Compliance. The certificate shall be signed by the manufacturer of the material or the manufacturer of assembled materials and shall state that the materials involved comply in all respects with the requirements of the Contract Documents. A Certificate of Compliance shall be furnished with each lot of material delivered to the work and the lot so certified shall be clearly identified in the certificate.

Materials used on the basis of a Certificate of Compliance may be sampled and tested at any time. The fact that material is used on the basis of a Certificate of Compliance shall not relieve the Contractor of responsibility for incorporating material in the work which conforms to the requirements of the Contract Documents, and any material not conforming to the requirements will be subject to rejection whether in place or not.

The City of Vallejo reserves the right to refuse to permit the use of material on the basis of a Certificate of Compliance.

The form of the Certificate of Compliance and its disposition shall be as directed by the Engineer.

6-1.08 Foreign Materials

Materials which are manufactured, produced or fabricated outside of the United States shall be delivered to a distribution point in California, unless otherwise required in the Contract Documents, where they shall be retained for a sufficient period of time to permit inspection, sampling and testing.

Attention is directed to the provisions in Section 8-1.07, "Liquidated Damages." The Contractor shall not be entitled to an extension of time for acts or events occurring outside of the United States, and it shall be the Contractor's responsibility to deliver materials obtained from outside of the United States to the point of entry into the continental United States in sufficient time to permit timely delivery to the