HomeMy WebLinkAboutContracts & Agreements_189-2024AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of Video Management System Replacement
("Agreement") is made and entered in this 15th day of October, 2024 ("Effective Date"), by and
between the City of Redlands, a municipal corporation ("City") and CelPlan Technologies hie, a
Virginia corporation. ("Consultant"). City and Consultant are sometimes individually referred to
herein as a "Party" and, together, as the "Parties." In consideration of the mutual promises
contained herein, City and Consultant agree as follows:
ARTICLE 1— ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide a Video Management System Replacement that
will include design installation, configuration, and maintenance services for City (the
"Services").
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing like and similar types of Services.
ARTICLE 2 — SERVICES OF CONSULTANT
2.1 The Services that Consultant shall perform are more particularly described in Exhibit "A,"
titled "Scope of Services," which is attached hereto and incorporated herein by this
reference.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in the
performance of this Agreement including, but not limited to, any applicable State
prevailing wage laws.
ARTICLE 3 — RESPONSIBILITIES OF CITY
3.1 City designates Danielle Garcia, Management Services Department Director, as City's
representative with respect to performance of the Services, and such person shall have the
authority to transmit instructions, receive information, interpret and define City's policies
and decisions with respect to performance of the Services.
ARTICLE 4 — PERFORMANCE OF SERVICES
4.1 Consultant shall perform and complete the implementation services in a prompt and
diligent manner in accordance with the schedule set forth in Exhibit `B," titled "Project
Schedule," which is attached hereto and incorporated herein by reference.
4.2 The term of this Agreement shall be for a period of one (1) year from the Effective Date
of this Agreement (the "Initial Term"). The City shall have the option to extend the
Initial Term of this Agreement by four (4) additional one-year terms (each, an "Extended
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Term"), on the same terms and conditions, by providing written notice to Consultant at
least thirty (30) days prior to the expiration of the Initial Term or any Extended Term.
4.3 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to City, consistent with City
Council -adopted policy for the same. It shall be the obligation of Consultant to obtain a
copy of such policy from City staff.
ARTICLE 5 — PAYMENTS TO CONSULTANT
5.1 Compensation: The compensation for Consultant's performance of the Services shall not
exceed the amount of One Million One Hundred Fifty -Eight Thousand Six Dollars and
Twenty Nine Cents ($1,158,006.29) for the Services provided during the Initial Term. This
agreement may be extended by four (4) one-year terms (Extended Terms). Should this
Agreement be extended, the compensation for Consultant's performance for the Services
shall not exceed the amount of Two Hundred Thirty -One Thousand Seven Hundred Fifty -
One Dollars and Thirty One Cents ($231,751.31) for the first Extended Term; Two
Hundred Forty -One Thousand Twenty -One Dollars and Thirty Six Cents ($241,021.36) for
the second Extended Term; Two Hundred Forty -Seven Thousand Forty -Six Dollars and
Ninety Cents ($247,046.90) for the third Extended Term; and Two Hundred Fifty -Three
Thousand Two Hundred Twenty -Three Dollars and Seven Cents ($253,223.07) for the
fourth Extended Term, bringing the total possible amount of compensation to a not -to -
exceed amount of Two Million One -Hundred Thirty -One Thousand Forty -Eight Dollars
and Ninety Three Cents ($2,131,048.93). For the Initial Term and each Extended Term,
City shall pay Consultant on a time and materials basis up to the not to not -to -exceed
amount in accordance with the rates specified in Exhibit "C," titled "Schedule of Values,"
which is attached hereto and incorporated herein by this reference.
5.2 Consultant shall submit monthly invoices to City describing the Services performed during
the preceding month. Consultant's invoices shall include a brief description of the Services
performed, the dates the Services were performed, the number of hours spent and by whom,
and a description of reimbursable expenses related to the Services. City shall pay
Consultant no later than thirty (30) days after receipt and approval by City of Consultant's
invoice.
5.3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date
of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return
receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or
(iv) on the date sent by facsimile or electronic mail transmission (including PDF), if
confirmed with a copy sent contemporaneously by first class, certified, registered or
express mail; in each case properly posted and fully prepaid to the appropriate address set
forth below, or such other address as a Party may provide notice in accordance with this
section:
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CITY:
City Clerk
City of Redlands
35 Cajon Street
P.O. Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands.org
Phone: (909) 799-7531
CONSULTANT:
Paulo Leite, Chief Operating Officer
CelPlan Technologies, Inc.
1920 Association Dr.
Reston, Virgina 20191
4s' Floor
paulo@celplan.com
Phone: (703) 259-4025
ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6.1 The following insurance coverage required by this Agreement shall be maintained by
Consultant for the duration of its performance of the Services. Consultant shall not perform
any Services unless and until the required insurance listed below is obtained by Consultant.
Consultant shall provide City with certificates of insurance and endorsements evidencing
such insurance prior to commencement of the Services. Insurance policies shall include a
provision prohibiting cancellation or modification of the policy except upon thirty (30)
days prior written notice to City.
A. Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to
City that Consultant is self -insured or exempt from the workers' compensation laws of
the State of California. Consultant shall execute and provide City with Exhibit "G,"
titled "Workers' Compensation Insurance Certification," which is attached hereto and
incorporated herein by this reference, prior to performance of the Services.
B. Comprehensive General Liability insurance with carriers acceptable to City in the
minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million
Dollars ($2,000,000) aggregate, for public liability, property damage and personal
injury is required. City shall be named as an additional insured and such insurance shall
be primary and non-contributing to any insurance or self-insurance maintained by City.
C. Consultant shall secure and maintain professional liability insurance throughout the
term of this Agreement in the amount of One Million Dollars ($1,000,000) per claim
made.
D. Business Auto Liability coverage, with minimum limits of One Million Dollars
($1,000,000) per occurrence, combined single limit bodily injury liability and property
damage liability. This coverage shall include all Consultant owned vehicles used in
connection with Consultant's provision of the Services, hired and non -owned vehicles,
and employee non -ownership vehicles. City shall be named as an additional insured
and such insurance shall be primary and non-contributing to any insurance or self-
insurance maintained by City.
E. Consultant is expressly prohibited from assigning or subcontracting any of the Services
without the prior written consent of City. In the event of mutual agreement by the
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Parties to assign or subcontract a portion of the Services, Consultant shall add such
assignee or subcontractor as an additional insured to the insurance policies required
hereby and provide City with the insurance endorsements prior to any Services being
performed by the assignee or subcontractor.
6.2 Consultant shall defend, indemnify and hold harmless City and its elected and appointed
officials, employees and agents from and against any and all claims, losses or liability,
including attorneys' fees, arising from injury or death to persons or damage to property
occasioned by any negligent act or omission by, or the willful misconduct of, Consultant,
or its officers, employees and agents in performing the Services.
ARTICLE 7 — CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in any
real property that may be the subject of this Agreement or any other source of income,
interest in real property or investment that would be affected in any manner or degree by
the performance of Consultant's Services. Consultant further covenants and represents that
in the performance of its duties hereunder, no person having any such interest shall perform
any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) grant City approval to a plan, design, report, study or similar item;
(vi) adopt, or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity, participate in
making a governmental decision or otherwise perform the same or substantially the
same duties for City that would otherwise be performed by an individual holding a
position specified in City's Conflict of Interest Code under Government Code
section 87302.
7.3 In the event City determines that Consultant must disclose its financial interests, Consultant
shall complete and file a Fair Political Practices Commission Form 700, Statement of
Economic Interests, with the City Clerk's office pursuant to the written instructions
provided by the City Cleric.
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ARTICLE 8 — GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or conditions
of this Agreement the prevailing Party shall, in addition to any costs and other relief, be
entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-
house counsel by a Party.
8.2 Consultant shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement. Any
assignment or attempted assignment without such prior written consent may, in the sole
discretion of City, result in City's immediate termination of this Agreement.
8.3 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor any its agents shall
have control over the conduct of Consultant or Consultant's employees, except as herein
set forth. Consultant shall supply all necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Consultant are for its account only,
and in no event shall Consultant or personnel retained by it be deemed to have been
employed by City or engaged by City for the account of, or on behalf of City. Consultant
shall have no authority, express or, implied, to act on behalf of City in any capacity
whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind
City to any obligation.
8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less
than five (5) days prior written notice to Consultant of City's intent to terminate. If this
Agreement is terminated by City, an adjustment to Consultant's compensation shall be
made, but (1) no amount shall be allowed for anticipated profit or unperformed Services,
and (2) any payment due Consultant at the time of termination may be adjusted to the extent
of any additional costs to City occasioned by any default by Consultant. Upon receipt of a
termination notice, Consultant shall immediately discontinue its provision of the Services
and, within five (5) days of the date of the termination notice, deliver or otherwise make
available to City, copies (in both hard copy and electronic form, where applicable) of
project related data, design calculations, drawings, specifications, reports, estimates,
summaries and such other information and materials as may have been accumulated by
Consultant in performing the Services. Consultant shall be compensated on a pro-rata basis
for Services completed up to the date of termination.
8.5 Consultant shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by law, from the date of final payment to Consultant
pursuant to this Agreement. Such books shall be available at reasonable times for
examination by City at the office of Consultant.
8.6 This Agreement, including the Exhibit "D," titled "Exclusions," Exhibit "E," titled
"Standard Support Terms, Structure, and Procedure," and Exhibit "F," titled "Genetec
Global & Privacy Policy," are incorporated herein by reference, and represents the entire
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agreement and understanding between the Parties as to the matters contained herein, and
any prior negotiations, written proposals or verbal agreements relating to such matters are
superseded by this Agreement. Except as otherwise provided for herein., any amendment
to this Agreement shall be in writing, approved by City and signed by City and Consultant.
8.7 This Agreement shall be governed by and construed in accordance with the laws of the
State of California, without regard to its conflicts of laws provisions. The Parties agree that
all actions or proceedings arising in connection with this Agreement shall be tried and
litigated only in the state courts located in San Bernardino County, California, and the
federal courts located in Riverside County, California.
8.8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement
is declared invalid, void or unenforceable by a court of competent jurisdiction, the same
shall be deemed severable from the remainder of this Agreement and shall not affect,
impair or invalidate the remaining sentences, clauses, paragraphs or sections contained
herein, unless to do so would deprive a Party of a material benefit of its bargain under this
Agreement.
IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have
signed in confirmation of this Agreement.
CIT
M.
ATTEST:
e Donaldson, City Clerk
CELPLAN TECHNOLOGIES, INC
Paulo Leite, Chief Operating Officer
b
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EXHIBIT "A"
SCOPE OF SERVICES
I Video Management System (VMS) Replacement for City of Redlands
The City of Redlands aims to enhance its public safety and security infrastructure by replacing
its existing, disparate video management systems with a unified, city-wide solution. The
project will involve the design, installation, configuration, and maintenance of a new wireless
camera system integrated with a robust VMS platform. The new system will provide
comprehensive video surveillance coverage across the city, improve incident response
capabilities, and offer a user-friendly interface for monitoring and management. The project
will also ensure future integration with an access control system (ACS) to further enhance
security measures.
2 ProiectObiectives
The core objectives of this project are as follows
2.1 Consolidate and Upgrade:
Replace the existing camera system with a single, integrated Citywide Genetec Software
Solution
The project will implement Genetec Security Center as the core software platform for the
Video Management System (VMS). Genetec Security Center is a unified security
platform that blends IP video surveillance, access control, and automatic license plate
recognition (ALPR) into a single intuitive interface. Key features of Genetec Security
Center include:
• Omnicast: The IP video management system of Security Center, providing seamless
management of digital video, audio, and data across any IP network.
• Synergis: The IP access control system (ACS) that will allow for future
integration and unified security operations — for future.
• Advanced reporting and analytics capabilities to support efficient incident response
and investigation.
• Scalable architecture to support the city's growing needs.
• Robust cybersecurity features to protect the integrity and confidentiality of
surveillance data.
2.2 Wireless Network Hardware
The project will involve the replacement (up to 100%) of the existing wireless network
infrastructure with state -of- the -art equipment from Ubiquiti, Mikrotik, Mimosa, and
Cambium Networks.
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2.3 Camera Upgrades
The project will involve the replacement (up to 30%) of the existing camera network
infrastructure with state -of- the -art equipment from Axis and Hanwha.
2.4 VMS Hardware Infrastructure
To support the new Genetec Security Center VMS, the project will deploy new server
hardware from Dell Technologies:
• Dell PowerEdge Rack Servers for primary VMS operations for high -capacity, reliable
video storage
We will be re -using the existing network infrastructure where available and
applicable for connectivity from City; any new required networking equipment will
be additional to the scope of work
2.5 Comprehensive Coverage:
Provide reliable in place upgrade of existing infrastructure with proposed video surveillance
system across public areas, critical infrastructure, and other designated locations throughout
the city.
2.6 Enhanced Security:
Improve public safety and security by deterring crime, aiding in investigations, and facilitating
rapid response to incidents with newer high resolution and multisensory cameras and higher
reliability and higher bandwidth wireless equipment.
2.7 EfficientlncidentManagement:
Streamline incident response and investigation processes for law enforcement and city
officials through improved access to video evidence and data though an IP driven Genetec
Video Management System — Security Center.
2.8 User -Friendly Interface:
Implement the Genetec VMS platform that is intuitive and easy to use for monitoring,
management, and retrieval of video footage.
2.9 Future -Proofing:
Ensure the system is scalable and adaptable to future needs, including integration with an
access control (ACS) and automated license plate recognition (ALPR) systems.
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3 Proicet Tasks
The project encompasses the following key deliverables:
3.1 Comprehensive System Design
3.1.1 Evaluate Existing Infrastructure:
Conduct a thorough assessment of the current camera systems, network
infrastructure, and user requirements to develop a comprehensive migration plan. The
assessment will include documenting the brand, model, warranty, and capabilities of
each existing camera, as well as identifying any undocumented routes, links, and
credentials. The goal is to establish a clear baseline understanding of the current
environment to inform the design and migration strategy.
3.1.2 Detailed Specifications:
Provide detailed technical specifications for all hardware and software components,
including cameras, wireless equipment, servers, storage, and VMS software. The
specifications will ensure that all components are compatible and meet the city's
performance and security requirements. This detailed planning will help prevent scope
creep and ensure that the project stays on track. The proposed solution will utilize the
Genetee Security Center platform, which includes the Omnicast VMS for video
management.
3.1.3 Wireless Network Design:
Design a robust and scalable wireless/mesh network infrastructure to support the
camera system, ensuring reliable connectivity and bandwidth. The network design
will leverage Cambium PAR 450v point- to-multipoint radios in the 6GHz band for
high -bandwidth backhaul links and Ubiquiti, Mikrotik, and Mimosa point-to-point
and point -to — Multipoint radios for additional connectivity where needed. The design
will consider factors such as coverage area, signal strength, and potential interference
to ensure optimal performance. This design phase emphasizes the importance of
proactively addressing potential risks and challenges.
3.1.4IP Network Design:
Develop an IP network design and addressing scheme that accommodates the new
camera system and integrates with the existing city network infrastructure. The IP
network design will ensure seamless communication between cameras, servers, and
user workstations. This integration highlights the need for effective communication
and coordination between different project elements.
3.1.5Milestone for Payment: Contract Signature/Design Review (30%)
- This milestone triggers the first payment upon successful completion of the system
design and approval by the City. It signifies the completion of a major project phase
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and ensures that the design meets the city's expectations before proceeding with
further implementation.
3.2 Hardware Procurement andlnstallation
3.2.1 Camera Installation:
• Supply and install approximately 50 IP cameras from a total of 166 cameras,
strategically positioned throughout the city, corresponding to up to 30% of existing
cameras as needed to ensure compatibility and optimal coverage. The camera
installation will include proper mounting, alignment, and configuration to ensure
optimal image quality and coverage. This phase emphasizes the importance of quality
control and ensuring that the installed equipment meets the project's specifications.
3.2.2Network Deployment:
Install wireless/mesh network equipment, including access points, antennas, and
other necessary components, to establish a reliable communication network for the
camera system. The network deployment will adhere to industry best practices and
comply with all relevant regulations. This phase highlights the importance of
adhering to technical standards and regulatory requirements. Up to 100% of the
existing wireless network will be replaced to ensure compatibility and optimal
performance with the new VMS solution
3.2.3Infrastructure Implementation:
• Install power supplies, grounding systems, and other infrastructure elements to
support the camera and network installations. Customer to provide mounting
structures and continuous 120VAC power. The infrastructure implementation will be
carried out safely and efficiently, minimizing disruption to the city's operations. This
phase underscores the need for careful planning and execution to avoid delays and
ensure the project's success.
3.2.4 VMS Implementation:
Deploy the Genetee Omnicast VMS software and associated server infrastructure,
ensuring adequate storage capacity and processing power to handle the video data.
New Dell servers will be procured and configured to host the VMS software and
provide reliable storage for video recordings. The VMS implementation will
include configuring the server, installing the software, and setting up storage
solutions. This phase emphasizes the importance of proper configuration and
testing to ensure the system's functionality and reliability.
3.2.5Milestone for Payment: Equipment Delivery (20%)—
• This milestone triggers the second payment upon successful delivery and
verification of all necessary hardware and software components. It ensures that the
city receives the agreed -upon equipment before malting further payments.,
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3.2.6Milestone for Payment: Start of Installation (20%)—
This milestone triggers the third payment upon commencement of the physical
installation of cameras, network equipment, and other infrastructure elements. It
marks the transition from planning and procurement to the actual implementation
phase.
3.3 System Configuration
3.3.1 VMS Configuration:
Configure the VMS software according to the city's specific requirements, including
camera settings, recording schedules, and user access levels. The configuration will
ensure that the VMS operates optimally and meets the city's surveillance objectives.
This phase highlights the importance of customizing the system to meet the specific
needs and workflows of the city's users.
3.3.2 User Management:
• Set up user accounts, access rights, and monitoring views based on the roles and
responsibilities of different city departments and personnel. User accounts and
permissions will be configured to maintain data security and control access to
sensitive information. This aspect emphasizes the importance of data security and
access control in a surveillance system.
3.3.3 Storage Management:
Implement storage policies that define retention periods for video footage based on
camera location and importance, ranging from 3 to 24 months. The storage policies
will ensure that video data is retained for the required duration while optimizing
storage utilization. This phase reflects the need for efficient data management and
balancing storage requirements with cost considerations.
3.4 Integration
3.4.1 Camera Integration:
Integrate existing compatible cameras into the new VMS platform, ensuring
seamless access to live and recorded video feeds from all cameras. The integration
process will involve configuring the VMS to recognize and communicate with the
existing cameras. This phase emphasizes the importance of integrating legacy
systems and maximizing the value of existing investments.
3.4.2 ACS Integration (future SOW):
Ensure the VMS platform is capable of future integration with an access control
system (ACS), allowing for centralized management of both video surveillance and
access control functions. The VMS will be selected and configured to support
seamless integration with an ACS when the city decides to implement one. This
future integration capability reflects the importance of scalability and adaptability in
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a long-term technology solution.
3.5 Training
3.5.1 Administrator Training:
Provide comprehensive training to designated city staff on the configuration,
management, and maintenance of the VMS system. The administrator training
will cover advanced topics such as system configuration, user management, and
troubleshooting. This training emphasizes the importance of knowledge transfer
and empowering city staffto manage the system effectively.
3.5.2End-User Training:
Conduct multiple training sessions for end -users from various city departments,
covering system operation, video retrieval, and basic troubleshooting. The end -user
training will focus on practical skills and knowledge required for day-to-day use of the
system. This training ensures that all users can utilize the system efficiently and
confidently.
3.5.3 Training Materials:
• Deliver all necessary training materials, including user manuals, quick reference
guides, and system documentation, to ensure users can effectively utilize the system.
The training materials will serve as a valuable reference for users after the training
sessions are completed. The acceptance testing will involve both functional and
performance tests to ensure the system operates as intended and meets the city's
expectations. The successful completion of this phase will mark the formal acceptance
of the system by the city.
3.5.4Milestone for Payment: Training (20%)
This milestone triggers the fourth payment upon completion of the first training session.
3.6 Project Acceptance and Completion
3.6.1 Acceptance Testing:
• The acceptance testing is jointly executed between CelPlan and Customer's staff to
test each system component and functionality creating an eventual punch list that
needs to be resolved by CelPlan ASAP. Once the pending items on the punch list
are resolved, the project is completed and delivered to the Customer for normal
operation along with all related documentation.
3.6.2 As -Built Documentation:
Provide detailed as -built documentation, including network diagrams, equipment
inventories, and configuration settings, to facilitate future maintenance and
upgrades. The as -built documentation will serve as a valuable reference for future
system modifications and troubleshooting. This documentation ensures that the
city has a clear and accurate record of the installed system.
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3.6.3 System Documentation:
• Deliver comprehensive system documentation and user guides, covering all aspects of
system operation, maintenance, and troubleshooting. The system documentation will
empower city staff to operate and maintain the system independently. This
documentation promotes knowledge transfer and self-sufficiency, reducing the city's
reliance on external support.
3.6.4 Milestone for Payment: Completion (10%)
• This milestone triggers the final payment upon successful completion of all project
deliverables, including acceptance testing and documentation. It signifies the official
handover of the system to the city.
3.7 Project Management
3.7.1 Dedicated Project Manager:
Assign a dedicated project manager to oversee all aspects of the project, ensuring
effective communication, coordination, and timely execution of tasks. The project
manager will be the primary point of contact for the city and will ensure that the
project is completed on time, within budget, and to the required quality standards. The
project manager's role is crucial in ensuring the project's overall success and
maintaining alignment with the city's goals and expectations.
3.7.2 Progress Reporting:
Provide regular status reports to the city, detailing project progress, milestones
achieved, and any potential issues or risks. The project manager will provide
transparent and timely updates to the city, ensuring they are informed of the project's
status and any potential challenges. Regular progress reporting fosters trust and
transparency, keeping the city engaged and informed throughout the project lifecycle.
3.7.3 Project Meetings:
Conduct regular project meetings with city representatives to discuss progress,
address any concerns, and ensure alignment with project objectives and timelines.
The project meetings will foster collaboration and ensure that the project remains on
track and meets the city's evolving needs. These meetings provide a forum for open
communication and collaboration, ensuring that the project stays aligned with the
city's vision.
3.8 Ongoing Support
3.8.1 Warranty:
Provide a one-year warranty on all installed equipment, covering any defects in
materials or workmanship. The warranty will give the city peace of mind, knowing
that any issues with the equipment will be addressed promptly. This warranty
demonstrates the commitment to quality and provides assurance to the city that the
system will be supported in the initial period after deployment.
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3.8.2 Technical Support:
Offer 24/7 technical support services to address any system issues or user inquiries
promptly. The 24/7 technical support will ensure that any problems are resolved
quickly, minimizing system downtime and disruptions. This ongoing support
ensures that the city has access to expert assistance whenever needed, maximizing
system uptime and user satisfaction.
3.8.3 Preventative Maintenance:
Conduct regular preventative maintenance visits to ensure optimal system
performance and identify any potential problems before they cause disruptions.
Preventative maintenance will help to identify and address potential issues before
they escalate, reducing the risk of system failures and costly repairs. This proactive
approach to maintenance helps to extend the system's lifespan and ensure its
continued reliability.
3.8.4 Software Updates:
• Provide software updates and patches as needed to address security vulnerabilities,
improve system functionality, and enhance performance. Regular software updates
will help to protect the system from cyber threats and ensure it continues to meet the
city's evolving needs. This ongoing support ensures that the system remains secure
and up to date with the latest technological advancements.
3.8.5 Milestone for Payment: Maintenance and Support - Annual (100%)
• This milestone triggers annual payments for ongoing maintenance and support
services, ensuring the system's continued operation and optimal performance. This
payment structure aligns the vendor's interests with the city's, incentivizing them to
provide high -quality support and maintenance to ensure the system's longevity.
3.9 Final Project Report
3.9.1 Work Summary:
Document all completed work, including a detailed description of the installed
camera system, network infrastructure, and VMS configuration. The final project
report will serve as a valuable reference for the city, documenting the proj ect's
scope, deliverables, and achievements. This documentation provides a
comprehensive record of the project for future reference and audits.
3.9.2 Equipment Inventory:
Provide a comprehensive inventory of all installed equipment, including make,
model, serial number, and location. The equipment inventory will facilitate future
maintenance, upgrades, and replacements. This inventory ensures that the city has a
clear and organized record of its assets.
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3.9.4 Performance Metrics:
• Summarize the results of acceptance testing and provide system performance
metrics to demonstrate the effectiveness and reliability of the new VMS solution.
The performance metrics will provide evidence of the system's effectiveness in
meeting the city's security and surveillance objectives. This reporting helps to
quantify the project's success and demonstrate the value delivered to the city.
This project scope of work outlines the key deliverables and responsibilities for the successful
implementation of the City of Redlands' VMS replacement project. The project aims to
provide a unified, reliable, and user-friendly video surveillance solution that enhances public
safety, improves incident response, and supports future integration with an access control
system. The project will be executed in accordance with industry best practices and project
management principles, ensuring timely completion, cost-effectiveness, and high -quality
deliverables.
The proposed solution will leverage the Genetee Security Center platform, incorporating the
Omnicast VMS for video management and the Synergis system for future access control
integration. The wireless network infrastructure will be built using Cambium PMP 450v and
Mimosa radios, providing high -bandwidth and reliable connectivity. New Dell servers will
be deployed to host the VMS software and store video data. The project will replace 100%
of the existing wireless network and up to 30% of the existing cameras, ensuring
compatibility and optimal performance with the new VMS solution.
15
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EXHIBIT "C"
SCHEDULE OF VALUES
Find below the schedule of values during project implementation and maintenance and support
phases. Note that the payment dates are tied to project completion milestones as illustrated on the
Project Schedule in Exhibit B:
Total project price:
Table 1 Project Implementation
Project Implementation and Maintenance Year 1
Description
Itemization
Amounts
Materials (taxable)
$534,339.69
Cameras
$132,992.62
Infrastructure
$401,347.07
Materials (non-taxable)
$61,740.06
Software
$61,740.06
Professional Services
$313,030.26
Design/Engineering
$36,639.00
Installation
$195,195.36
Installation Cost
$77,044.65
Project Management Cost
$4,151.25
MSP Y1
$208,820.81
Tax
$40,075.48
Total
$1,158,006.29
Maintenance and Support Subsequent Years
Description
Amounts
Materials non-taxable
$12,489.46
MSP
$219,261.85
Total Annual Subsequent Years
$231,751.31
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Table 2 Schedule of Values
Project Implementation and Maintenance Year 1
Milestone
Description
Percentage
Materials
Materials (non-
Professional
Tax
Total
taxable
taxable)
Services
M1
Contract
30%
$160,301.91
$18,522.02
$93,909.08
$12,022.64
$284,755.64
Signature/Design
Review
M2
Equipment
20%
$106,867.94
$12,348.01
$62,606.05
$8,015.10
$189,837.10
Delivery
M3
Start of
20%
$106,867.94
$12,348.01
$62,606.05
$8,015.10
$189,837.10
Installation
M4
Tminin
20%
$106,867.94
$12,348.01
$62606.05
$8,015.10
$189837.10
M5
Completion
10%
$53433.97
$6174.01
$31,303.03
$4,007.55
$94918.55
MSP Y1
Maintenance and
100%
$0.00
$0.00
$208,820.81
$0.00
$208,820.81
Support - Annual
Total
$1 158 006.29
Maintenance and Support Subsequent Years
Milestone
Description
Percentage
Materials
Materials
non-taxable
Professionaltaxable
Services
Tax
Total
MSP Y2
Maintenance and Support -
100%
$0.00
$12,489.46
$219,261.85
$0.00
$231,751.31
Annual
MSP Y3
Maintenance and Support -
100%
$0.00
$12,489.46
$228,531.90
$0.00
$241,021.36
Annual
MSP Y4
Maintenance and Support-
100%
$0.00
$12,489A6
$234,557.44
0.00
$247,046.90
Annual
MSP Y5
Maintenance and Support -
100%
$0.00
$12,489.46
$240,733.61
0.00
$253,223.07
Annual
Notes on Pricing:
1. Validity: This proposal is valid for 180 days from the due date of the proposal.
2. Payment Terms: Proposal pricing is based on CelPlan's standard payment terms (Net 30) as
follows:
a. 30% upon Contract Signature/Design Review
b. 20% upon Equipment Delivery
c. 20% at the Start of Installation
d. 20% upon Training
e. 10% upon Completion
f. 100% of Annual Maintenance and Support
3. Charges: Services, maintenance, and software charges (including applicable taxes) are based
on items provided as part of the baseline proposal. Charges may need to be adjusted based on
selected options, if applicable.
4. Assumptions: The statement of work and assumptions outlined in this proposal apply to this
offer; any changes to these assumptions may impact the price or offer accordingly.
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5. Equipment Counts and Installation: Final equipment counts, and installation services will be
determined jointly with the customer during the design review.
6. Customer -Provided Equipment: Workstations and monitors will be provided and configured
by the customer.
7. Warranty: The entire system includes standard and extended equipment manufacturer's
warranty. An optional Maintenance Support Plan can be offered and acquired by the customer,
limited to parts provided by CelPlan Technologies for the purchased period.
8. Maintenance Support Plan (MSP): The MSP is an end -to -end service that includes
troubleshooting, labor, parts, and equipment needed to keep the system operational.
9. The MSP is offered as a Maintenance and Support line item on the pricing form.
10. Remote Access Requirement: The maintenance and support terms, including the proposed
price, assume that CelPlan will have remote access to troubleshoot all systems. This is a
mandatory requirement.
11. Liability Disclaimer: CelPlan will not take any responsibility for damage due to misuse,
mishandling, accidents, purposely inflicted damage, vandalism, natural disasters, etc., from the
time of delivery to the customer site, regardless of system acceptance. The customer is
responsible for appropriate insurance or repair/replacement costs. CelPlan will charge the
customer for any repair and/or replacement components, and associated services.
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EXHIBIT "W
EXCLUSIONS
6 Exclusions
6.1 Exclusions and Additional Terms:
• Equipment Damages: Any damages to equipment are not covered.
Permits: The cost of permits is not covered under this proposal.
Project Delays: Delays outside of the vendor's control are not covered and will be charged on
an hourly basis.
6.2 Maintenance and Support Plan (MSP) Exclusions:
• Non-CelPlan Components: For any issues reported that do not pertain to CelPlan-provided
components or equipment maintained by CelPlan, the Customer will be charged at standard or
overtime hourly rates, with a minimum charge of four (4) hours.
• Exclusions from Maintenance: The scope of maintenance services excludes damage or loss
resulting from natural disasters, weather -related events, accidents, theft, intentional damage,
lightning, vandalism, electrical services, and the installation of polehardware.
• Liability Disclaimer: CelPlan disclaims any liability for damage resulting from misuse,
mishandling, accidents, intentional acts, vandalism, natural disasters, or other causes from the
time of notice of completion of services. The Customer is fully responsible for the cost of
appropriate insurance coverage and any repair or replacement expenses. CelPlan will invoice
the Customer for the cost of repair and/or replacement components, as well as associated
services.
6.3 System Assumptions:
The system design assumes the reuse of existing network components and other city infrastructure
that were originally part of the security network or city network. This assumption is made to
optimize resources and reduce costs for the city by avoiding the purchase of new equipment. Any
equipment that is currently in place and can be effectively reused is expected to be available and
in working condition. If the existing equipment cannot be reused, additional costs for new
resources may be incurred.
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EXHIBIT "B"
STANDARD SUPPORT TERMS, STRUCTURE, AND PROCEDURE
7 Standard Support Terms, Structure and Procedure
7.1 Maintenance and Support Terms
7.1.1 Maintenance Plan Summary
Celplan's Standard Comprehensive Maintenance and Support Plan includes the following main features:
• Warranty of all CelPlan-provided equipment during maintenanceperiod
• On -site (corrective) services
• Complete technical support service for all maintenance activities (phone calls, emails,
visits, repairs, equipment rentals)
• Replacement parts
• Maintenance of local spares (at discretion of CelPlan)
• Preventative maintenance (inspection, cleaning)
• Software patches and upgrades (if applicable)
• Remote network health monitoring and diagnostics services (based on availability of VPN
and suitable remote access)
7.1.2 Preventative Maintenance
CelPlan will perform weekly remote monitoring and diagnostics of the network to assure overall systems
health (including verification of system bandwidth, redundant component failures - such as hard -drives,
switches, power supply units, and UPS). If problems are detected, CelPlan will create a case number and
report the Customer about the detected problem, and our resolution plan.
Secondly, CelPlan shall also perform periodic (annual at minhnum) system field checks. Additionally, once
per year, CelPlan shall perform a camera (lens) cleaning service for the CelPlan provided outdoor cameras.
CelPlan shall perform Software/Firmware updates on all components as required (semi-annually at minimum,
if applicable).
7.1.3 Problem Reporting
A 24x7 customer service number and email address are available to report issues and create incident
tickets. Detailed problem reporting procedure will be provided to the Customer at contract signature.
7.1.4 Problem Resolution Tracking
Based on received problem report, a case number will be assigned to the incident reported for mutual
tracking purposes, with an acknowledgement provided to the Customer's assigned points of contact.
Upon problem acknowledgement, the problem level will be assessed, upon which a resolution plan will
be defined, and communicated to the Customer. Upon problem resolution, a notification of problem
closure will be provided to assigned points of contact with the Customer.
7.1.5 Problem Definition
Using a tiered problem structure, we recognize three major categories of problems as follows:
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• Level 1: Emergency problems, including overall network outage or server outage, and backhand
outage.
• Level 2: Problems affecting a portion of the network, with lack of access to camera(s).
• Level 3: Minor problems, affecting one carriers unit, or a servicing requirement that does not
immediately affect operation (such as failures in redundant components of the network).
7.1.6 Response Time
Adjusted to the problem level, the following standard response time targets are provided. In addition, case by
case, CelPlan will collaborate as much as possible to adjust the response time to specific Customer needs in
terms problem resolution and response time.
• Level 1: CelPlan targets to start on-line / remote diagnostics and resolution services within 4
business hours from problem reporting. In parallel, if required, CelPlan targets to mobilize the field
team to target 24 business hour resolution.
• Level 2: CelPlan targets to start on-line / remote diagnostics and resolution services within 8
business hours from problem reporting. In parallel, if required, CelPlan targets to mobilize the field
team and resolve within the next 2 business days.
• Level 3: CelPlan will provide problem acknowledgement within 8 business hours, and targets to
start on- line / remote diagnostics and resolution services within 2 business days from problem
reporting. In parallel, if required, CelPlan targets to mobilize the field team within 4 business days.
• Level 4: Third party related interruptions. Resolution time shall be identified on a case -by case basis.
7.1.7 Escalation Procedure
In addition to the standard support structure, CelPlan provides a (multi -tier) reporting escalation
procedure to provide flexibility for specific cases, and immediately address problems or concerns
regarding maintenance.
7.1.8 Spares and Equipment Replacement
Several spare items may be maintained locally or proximity of maintained site(s) at CelPlan's discretion.
7.1.9 Exceptions
For any reported problems not pertaining to CelPlan provided components or CelPlan maintained
equipment the customers will be charged standard / overtime hourly rates with minimum 4-hour charge.
Maintenance excludes natural disasters, weather related damages, accidents, theft, inflicted damages,
lightning, and vandalism.
CelPlan will not take any responsibility for damage due to misuse, mishandling, accidents, purposely
inflicted damage, vandalism, natural disaster, etc., from time of notice of completion. The Customer will be
responsible for cost or provisioning of appropriate insurance or repair/replacement costs. We will charge
the Customer for the repair and/or replacement components, and associated services.
7.2 Procedure
Call support phone number(s) (see page 3) to explain the problem (during business hours).
Depending on importance/urgency, 1 st tier and/or 2nd tier number(s) can be used. (Leaving
message is optional.)
In case the phone is not answered or outside of business hours, always immediately send an
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e-mail to wi4netsupport@celplan.com to describe the problem.
CelPlan targets to acknowledge receipt of the request with a phone call and/or email within the
subsequent 4 business hours.
CelPlan to provide a status update and plan for resolution within 24 hours.
CelPlan or partner field personnel will notify the monitoring staff (by phone) before field visits to
notify such visit. Once the resolution is achieved, CelPlan will provide a phone call or email in
order to provide the completion status.
In situations where vandalism is suspected and/or reported, the procedure is for our field team to
remove the parts and send them to the manufacturer for full assessment and then based on their
report a recommendation (and eventual quote) is sent to the customer where an approval is
required for CelPlan's team to replace/reinstall components or complete nodes.
7.2 CelPlan Support
Main CelPlan support line is available 24/7:
E Phone numbers:(877)840-0734 or(703)259-4040
• Email address: wi4netsupport�a c, elulan.com
7.3 CelPlan Escalation Procedure
For emergencies and report of structural support problems, the following additional CelPlan contacts are
provided: Paulo Lcite (COO): (703)259-4025 / paulo rilcclolan.com
Leonhard Korowajczuk (CEO/CTO): (703)259-4022 / leonhardcelolan.coni
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EXHIBIT "Y'
GENETEC GLOBAL & PRIVACY POLICY
7.4 Genetec Global Privacy
At Genetec, we are committed to protecting our customers' personal data. This document will help you
understand how we collect, manage and use their and their users' personal data as part of our provision of our
products and services to you.
In essence, we (Genetec Inc., together with our affiliates, licensors, partners and contractors, including their
respective successors and assigns, referred to as "Genetec", "we", "us" or "our") need to collect certain
personal data about our customer (either you as an individual, or the legal entity that you represent, or for the
benefit of which you are agreeing to these terms and have the full power and authority to bind contractually, as
applicable; referred to as "Customer", "you", "your" or "yours") in order to be able to provide such Customer
and/or its employees or other authorized users acting on its behalf (each a "user") with our products. We
promise to work hard to preserve the integrity and the security of Customer's information (including that of its
users) under our control. We will only use Customer's data in a manner consistent with this privacy policy, and
will not share it with anyone for any other purpose.
In this document, the expression "personal data" means any information relating to an identified or an
identifiable natural person. Such information may include, for example, the person's name, address, contact
information (such as telephone numbers or email addresses), age, and gender. We further use the term
"product" to refer to any product, service, solution or other offering made available by Genetec.
WE STRONGLY ENCOURAGE YOU TO CAREFULLY READ THIS DOCUMENT. YOUR (INCLUDING
YOUR USERS') USE OF OUR PRODUCTS WILL MEAN THAT YOU ARE AWARE OF THE
COLLECTION, STORAGE, USE AND DISCLOSURE OF PERSONAL DATA IN THE MANNER
DESCRIBED IN THIS DOCUMENT.
1.Why we need to collect personal data
We need to collect certain personal data to better understand Customer's needs and preferences, and to provide
our products to Customer and its users. Additionally, we may rely on such personal data to contact Customer
regarding Customer's GenetecTm account, upcoming changes, improvements, software updates and upgrades,
as well as to improve the effectiveness of our offerings, to conduct research, analysis and other business
activities, as further explained in this privacy policy. In any event, the personal data will not be used, made
available or otherwise disclosed for purposes other than those specified herein, unless we obtain Customer's
prior approval or are required to do so by law.
2. What kind of personal data may be concerned
General
We make available a variety of products, any combination of which may be procured by Customer.
Consequently, the scope and nature of information collected by us varies based on the products used by
Customer. In any case, we access and collect personal data only to the extent necessary to ensure that
Customer can access and use the products that it has procured. We may further collect information to
identify and associate Customer with its Genetec account. This includes Customer's name, contact
information, including mailing address, email addresses of certain users entitled to access and use the
products for or on behalf of Customer, as well as other unique identifiers attributed to Customer (including
its users) by us or by other service provider, as the case may be.
Additionally, we may collect and store personal data that Customer (including its users) chooses to provide
to us, at its sole discretion, without us requiring it to do so. This may occur, for example, where you
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I;\cmo\Agreements\Ce1P1an Technologies Inc Professional Sewices Agreement FY24-0037.doex-ms
disclose certain personal data to us when you contact us, or when you choose to stare certain personal data
in our products as part of your use of such offerings.
Please refer to relevant product privacy sheets for more information on the personal data that is collected
and processed by us in relation to such product.
Personal data collected in relation to our products
Generally, our products may be grouped in four categories: on -premise software, cloud services, hybrid
products and mobile applications. Below, you will flint an overview of the type of information that may be
collected and processed by us in relation to your use of our products. However, we encourage you to refer
to the relevant product privacy sheet to better understand what information may be collected and processed
by us in relation to your use of such product.
The first category combines our software products that are installed on infrastructure provided by or on
behalf of Customer. In these cases, all personal data remains stored in the Customer's systems, and will not
be shared with Genetec. Customer may, however, for its convenience, choose to enable the automated
modules — known as the Genetec Update Service (GUS) and the System Availability Monitor (SAM) —
which would respectively allow Customer, among other things, to receive automated software and
firmware updates, security notifications, and other relevant nonmarketing content, and monitor the status
of their physical security infrastructure. These modules, when enabled, will monitor and send to our
systems information pertaining to the configuration, status and health of software and hardware associated
with your installation of our on -premise products.
The second category groups cloud products that are hosted on systems made available by us. The extent of
personal data that may be collected and processed by us as part of our cloud products will vary based on
the type of cloud product being used.
Our hybrid products category represents products that are generally installed on infrastructure provided by
or on behalf of Customer (with all of the personal data being hosted on -premise, as outlined above), but
additionally require an intemet connection to ensure that Customer holds a valid subscription to use such
hybrid product.
We may also make available certain mobile applications to Customer in relation to its use of our products.
Generally, our mobile applications are an extension of Customer's other Genetec products. Our mobile
applications only collect and send to our systems a limited set of information, which includes hardware and
operating system information, web browser version, certain anonymous usage data, as well as the mobile
device's geographic location. All other information remains stored on the mobile device or in the relevant
Genetec product.
Personal data collected in relation to Customer accounts
When you create a customer account with us in association with any Genetec product, we will require you
to submit to us certain personal data to identify you (including your users) as the holder of such customer
account, but also to protect information associated with your customer account from unauthorized
disclosure. Such personal data may include, but is not limited to, Customer full name, user full name,
address, contact information, you Genetec account username and password. It is your responsibility to
provide all necessary information to and obtain all relevant approvals and consents from all your users in
relation to their access and use of our products.
Personal data collected in relation to support services
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When Customer contacts us, whether by phone, chat, email, through our websites or otherwise, we may
keep a record of such communications to help solve issues that Customer might be dealing with, but also
for training, quality assurance and statistical purposes, as well as to improve our products. Please note that
we may aggregate personal data to generate various performance, analytical and statistical data, as well as
to develop new products. When we do so, we ensure that such information becomes anonymized and may
no longer be associated with an identifiable individual.
Personal data collected via our websites
When you visit our websites, we may collect certain information automatically from your device. In some
countries, including countries in the European Economic Area, this information may be considered
personal data under applicable data protection laws. Specifically, the information we collect automatically
may include information like your IF` address, device type, unique device identification numbers, browser -
type, preferences, broad geographic location (e.g. country or city -level location) and other technical
information. We may also collect information about how your device has interacted with our Website,
including the pages accessed and links clicked. Collecting this information enables us to better understand
the visitors who come to our website, where they come from, and what content on our website is of interest
to them. We use this information for our internal analytics purposes and to improve the quality and
relevance of our website to our visitors.
Some of this information may be collected using cookies and similar tracking technology (collectively,
"Cookies"). We use cookies to collect and use personal data about you. For further information about the
types of Cookies we use, why, and how you can control Coolies, please see our Cookie Notice.
3. Who may have access to personal data
At Genetec, we recognize and respect the importance of protecting our customer's personal data. Keeping
personal data in strict confidence is a core part of our commitment to service excellence. We do not sell or
rent any personal data to any third party. However, to provide Customer with our products, we may share
Customer's personal data with our affiliated companies, parent entities and subsidiaries, for internal
business purposes, as well as with our partners acting on our behalf in relation to the provision of such
products.
As many other service providers, we use third party partners' help in some aspects of our business
operations, which, in some cases, involves processing or handling of Customer's personal data. However,
before we do so, we take appropriate measures to safeguard personal data, and to ensure that it is used only
in a manner consistent with this privacy policy.
These measures also include protecting personal data within our organization. Such information may only
be accessible by those employees, agents, representatives and contractors of Genetec who need to know
such information as part of their duties. We further ensure that our employees, agents, representatives and
contractors perform their duties in a way compatible with the terms and conditions described in this
document.
We may be required to disclose information that we have on Customer and its users (including its and their
personal data) to governing and law enforcement authorities, including where required by law, a court
order, or by other legal obligations that we may have in any jurisdiction.
4. How we protect personal data
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We work diligently to maintain administrative, technical and physical controls consistent with industry best
practices to protect Customer's personal data against unauthorized access or use. We leverage industry -leading
technologies, including server authentication and data encryption, to protect personal data during transit over
the internet and at rest.
5. Where personal data may be processed
While our global headquarters are based in Montreal, Canada, Genetec, together with our partners and
affiliated companies, operate in various locations worldwide. As a result, we may store or otherwise process
personal data in many places around the world, including outside the state, province or country where
Customer is located, in which case personal data may become subject to foreign laws, and, therefore, may be
available to the governing authorities under local laws and regulations. We will use various legal and
contractual means to ensure that data transfers are done in compliance with applicable laws and industry best
practices.
In certain cases, we may enable Customer to choose the location of data centers where we will store
Customer's personal data. Please note that the availability of choice of data center locations varies based on the
product, as well as on Customer's geographical location.
If Customer is a resident of the European Union (EU) or the European Economic Area (EEA), we make sure
that his/her personal data is transferred to third countries outside the EU/EEA that are deemed "adequate" by
the European Commission (a list of adequate countries is available here). Alternatively, where your personal
data is not sent to a country that provides adequate protection, we will put in place appropriate safeguards to
ensure that your personal data remains protected while it is being processed outside the EU/EEA in accordance
with applicable privacy laws. These appropriate safeguards may include signing the European Commission's
Standard Contractual Clauses with the group entity, third party service provider or partner outside the EU/EEA
with whom we share your personal data. For further information about transfers of personal data, please refer
to the "How to contact us" section below.
6. Keeping personal data accurate and up-to-date
We rely considerably on your personal data to ensure that we provide Customer with the best possible
experience. It is, therefore, important that your personal data available to us remains up to date. As such, if you
notice that fhe information that we have on Customer in our files is no longer accurate or is incomplete, we
strongly encourage you to contact us with the most current information. Not doing so may, in some cases,
affect our capacity to deliver to our products. Note that before updating Customer's personal data, we may ask
you to verify your identity before we can act on the request.
7. Retention of personal data
Customer's personal data will be stored in accordance with our retention policies and processes. We will keep
Customer's information only for as long as it is necessary for us to fulfill our obligations. Thereafter, we will
put necessary efforts to permanently dispose of your personal data, unless we are required to keep it for
legitimate business or legal purposes.
8. Legal basis for processing personal data
The legal basis for collecting and using the personal data described above will depend on the personal data
concerned and the specific context in which we collect it. However, we will normally collect personal data
from you only where we have your consent to do so, where we need the personal data to perform a contract
with you or to comply with applicable laws, or where the processing is in our legitimate interests and not
overridden by your data protection interests or fundamental rights and freedoms.
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If we ask you to provide personal data to comply with a legal requirement or to perform a contact with
you, we will make this clear at the relevant time and advise you whether the provision of your personal
data is mandatory or not (as well as of the possible consequences if you do not provide your personal data)
Similarly, if we collect and use your personal data in reliance on our legitimate interests (or those of any
third party), we will make clear to you at the relevant time what those legitimate interests are.
In other situations, Customer (including its users) must always give us clear consent for the collection, use
and processing of personal data in order for us to do so. This can be done in several ways, for example, by
phone, chat, email, by click of a button, or other similar means.
Occasionally, a Customer may give us access to, or provide us with, additional personal data which may be
necessary to enable us to provide our products to Customer. This may, for example, happen when
Customer chooses to enable a relevant feature in a product. In such case, we will treat such personal data in
accordance with the terms of this privacy policy and the applicable laws.
When Customer procures or uses our products, Customer acknowledges and agrees that Customer has the
necessary authority and all relevant consents (including those that may be required from its uses) to
transfer such personal data to us, and allow us to treat such personal data in accordance with this privacy
policy.
9. Minors
The products that we provide are not intended for individuals below the age of 18. If you are under 18,
please do not provide your personal information to us.
10.Openness and accountability
Within Genetec, our privacy team is responsible for our security and privacy -related matters, including the
application of this privacy policy. He and his team oversee training of our staff to ensure security
compliance and to raise privacy awareness. Security, transparency and integrity are among the key values
at Genetec. We will gladly answer any questions or concerns that you may have with respect to your
privacy or the security of your personal data, or if they wish to request a correction of your personal data in
our custody or control. Please do not hesitate to reach us by visiting the "contact us" section of our
website.
11. Your data protection rights
You have the right to request access to, and obtain a copy of, your personal data. You may also request that
any personal data that is inaccurate or incomplete be rectified or completed. Note however that, in some
cases, we may not be able to provide you access to your personal data. This may occur when providing
such access would be likely to impact the privacy or the security of a third party, or for other valid reasons
in accordance with applicable laws. In these events, we will advise you in writing of the grounds of our
decision.
Under certain legal conditions (for example, where the personal data is no longer needed to achieve the
purposes for which the information was initially collected) you may request that your personal data be
erased. In addition, you may object to the processing of your personal data, ask us to restrict processing of
your personal data or request portability of your personal data under certain legal conditions.
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In situations, other than those outlined above in this section, where the processing of your personal data is
based on your consent, you have the right to withdraw your consent at any time. Please note, however, that
withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your
withdrawal, nor will it affect processing of your personal data conducted in reliance on other lawful
processing grounds (such in relation to your account or use of your products under a contract).
You also have the right to opt -out of electronic marketing communications that we may send you at any
time and free of charge. You may exercise this right by clicking on the "unsubscribe", "opt -out' or other
similar links in the marketing e-mails that we may send you. To opt -out of other forms of marketing (such
as postal marketing or telemarketing), please contact us using the contact details provided under the "How
to contact us" heading below. However, we may still contact you using your contact information for
example to share important technical or functional information relating to your account or use of our
products.
If we are unable to resolve an issue to your satisfaction, you may choose to request assistance from, or
submit a complaint to, the privacy authorities, such as the Privacy Commissioner of Canada, who may be
contacted at 1-800-282-1376
You may exercise any of the rights described above at any time by contacting us as described under the
"How to contact us" section below. We will respond to your request in accordance with applicable data
protection laws.
12. How to contact us
If you have any questions, concerns or complaints about this privacy policy, or the way we process your
personal data, or if you want to exercise your rights as described above, please contact our Data Protection
Officer and our privacy team by email at privacy@genetec.com, or by postal mail at the following address
2280 AlfredNobel Blvd., Suite 400, Montreal, QC, 114S 2A4, Canada. .
13. Updates to this privacy policy
Continuous improvement of our products is key to our goal to providing our customers with the most
innovative and relevant solutions. We, therefore, continuously implement new technologies and improving
our processes, software and services, which may require us to update this privacy policy from time to time,
without prior notice. However, if we make any major changes to our privacy practices, we will publish a
relevant notice on our corporate website.
The revised version of this document terms will take effect as soon as it is made available on our website
with regards to all new customers. If any revision to this policy outlines any material changes to the way
that we use or otherwise process any personal data, we will provide a more prominent notice.
Where applicable, we will also provide Customer with instructions on how to opt in to or opt out from our
new products, or communications. Note that some aspects of our products may not be available to
Customer if Customer chooses to opt out from certain communications.
This privacy policy has been last updated on December 4, 2019. Please note that this version takes into
account the provisions of Regulation 2016/679 of the European Parliament and of the Council on the
protection of natural persons with regard to the processing of personal data and on the free movement of
such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
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7.5 Genetec Privacy Policy
Product Privacy Sheet - GenetecTM Security Center
This document is a supplement to the Genetec Privacy Policy and applies to the following Genetec
product: GenetecTM Security Center.
December 4, 2019
This document is a supplement to the Genetec Global Policy available above (Section 7.4) and applies to the
following Genetec Product (the "Product"): GenetecTM Security Center.
Overview
As part of your use of the Product, you (either you as an individual, or the legal entity that you represent,
as applicable; referred to as "you", "your" or "yours"), or your users, may upload, receive or generate
certain information or data ("Data"). This document outlines what type of Data is concerned and to what
extent Genetec (also referred to as "we", "us" or "our") may access, store, use or otherwise process
(referred to as "processing", "process" or other similar words) your Data.
Deployment environment
Please keep in mind that the Product deployment environment may impact the scope of Data processing. It is
therefore essential to determine how the Product will be deployed in order to fully understand the
implications of Data access.
The deployment in a "Local Environment" means that the Product is deployed in an infrastructure not
provided by Genetec, all Data is stored in the data hosting systems and servers provided by you and is not
made available to Genetec except as outlined in this document.
The deployment in a "Cloud Environment" means that the Product is deployed in the hosting environment
provided by Genetec (and hosted by Microsoft Azure in its secure Azure data centers). The environment
will normally contain the data of other Genetec customers, but each customer's respective Data is logically
segregated so that no one single customer may see or access other customers' Data. Your Data will not be
visible to any other customer using their instance of the Product from the same Cloud Environment.
When the Product is provided in a combination of a Cloud Environment and a Local Environment, we
refer to such deployment as a Hybrid Environment. In these cases, the accessibility of the Data will vary
according to the design of the deployed Product. Please refer to the description of Data use cases above to
determine how such Data will be processed by us.
What type of Data will be captured by the
Product? Common components
Directory
The Security Center Director ("Directory") is the component of the Product that manages all system
configurations, settings and other Data listed below, which will all remain in the Product until it is deleted.
User Data: The Directory is responsible for the authentication of all user connections and, as such, will
capture user identifiers to uniquely identify authorized users. This includes their name, e-mail address, and
contact information that is configured in the Product. Additionally, the Product keeps a record of all user
activities as part of its audit trail, which may also include changes to the system configuration made by each
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user. By default, this Data is stored for a period of 90 days, but you may disable its capture
Usage Data: The Directory captures certain non -personal statistical and usage Data, such as the user
action type, the type of capture (manual or automatic), and so forth. Usage Data does not contain any of
your personal or confidential Data.
System configuration: Various Data regarding your configuration settings will be captured by the Product
through the Directory, such as the operating system language used, your Product identification, the version of
the Genetec products installed on your device, and so forth.
GUS and SAM
The Product includes two connected services that you may enable at your discretion: GUS and SAM.
The first, the Genetec Update Service (GUS), enables you to update your Product when a new release
becomes available to you. Among other things, GUS allows you to receive automated software and
firmware updates, security notifications and other relevant non marketing content. To do so, GUS collects
Data about your system usage, comprised of directories, roles, units, entities that you have in your security
system and their availability (up and down times), which does not contain any personal information.
The second, the System Availability Monitor (SAM), allows your system administrators (which may
include your system integrator) to have a general overview of the status and availability of any security
systems connected to the Product. To do so, SAM will use the same Data as collected by GUS to compile
statistics on the availability and health of the Product, such as the uptime percentage, the average time
between errors and the average time an entity takes to come back online. SAM requires an active
subscription to Genetec Advantage program to operate.
To facilitate proactive support and improve communication, GUS and SAM are configured to allow Genetec
to receive Data described above by default. You may choose to enable GUS and SAM on an anonymous
basis, meaning that all the Data submitted to Genetec will be kept in an aggregate manner with the like Data
from other Genetec customers and we will not be able to identify you as the source of such Data. You may
also select to disable GUS and SAM, in which case no Data will be collected. Please note, however, that
these last two options might limit some of the respective service's capabilities.
Optional components
As the Product is a modular platform, you need to obtain a license to use one or more of its optional
components to fully leverage the capabilities of the Product. The Data collected by the Product will
vary depending on the component covered by your license, as described below.
Omnicastrm
Omnicast' m is our video management system, the core function of which is to record and enable you to
manage video footage from your connected cameras. Omnicastrm is only available for deployment in
Local Environments and, as such, none of the Data listed below will be made available to Genetec.
Video recording and metadata: The Product captures video recording fiom each camera enrolled in
the Product, including the associated metadata, including timestamps, geolocation, and so forth.
Device Data: The Product will also capture Data on the connected cameras, such as their respective name
and model. This information will also be used by the Product to recommend and make available to you
firmware updates available for such cameras, where the feature is supported.
AutoVUTM
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AutoVuTM is our automatic license plate recognition system. AutoVuTM works natively with our AutoVuTM
Sharp cameras. These cameras are designed to capture relevant Data allowing you to use them with
AutoVuTM, Genetec PatrollerTM and/or Genetec Motoscatirm systems. To provide protection against system
or network failures, these devices are designed to capture, and store internally, license plate identification,
images and metadata (including fimestaraps and the geolocation) until such Data is offloaded.
Below is a list of the Data collected and stored as part of your use of AutoVuTM, irrespective of the
infrastructure in which you deploy the Product. AutoVuTM systems are available for deployments in Local,
Cloud or Hybrid Environments. Additionally, the Data collected as described below is stored according to
the retention periods you define, which may vary depending on the type of Data.
License plate identification: The Product will capture and recognise all license plate identification to enable
you to geographically locate the vehicle identified using the Product. This includes the license plate number
and the state / province / country of issuance.
Images and metadata: The Product further captures images of a vehicle identified using the Product, as
well as the associated image metadata, such as the vehicle's make and model, its speed, relative motion
and the like. This may include images of the license plate of the vehicle, the vehicle itself and images of
the surrounding areas, which may include images of individuals passing by at the time the images were
captured.
Device Data: The Product captures device Data on the AutoVuTM Sharp cameras connected to your
AutoVuTM system, including the name and model of the connected cameras. The Product will further
capture unique device identifiers on devices used to capture the Data of the vehicle identified using the
Product, which may include unique identifiers of cameras, computers, sensors and other hardware or
software used to capture and process such Data as part of the use of the Product.
Event Data: Based on your configuration of the Product, it will use the license plate identification, images
and metadata (as described above), as well as the time when the captured event occurred and its
geolocation to generate Data related to the event, such as parking sessions information and parking ticket
transactions.
You may also choose to import additional Data into the Product, such as permit lists and hot lists. With this
imported Data, you can further configure the Product to handle events to include whether a vehicle is being
looked for or not, whether a permit is valid or not, the capacity of the parking lot visited, descriptive
information of vehicles you are looking for, and so forth.
Genetec PatrollerTM and Genetec MotoscanTM
Just like AutoVuTM, Genetec PatrollerTM and Genetec MotoscanTM are our specialized license plate
recognition software. However, Genetec PatrollerTM is intended for in vehicle deployments only, while
Genetec MotoscanTM is intended for deployments on scooters and similar mobile vehicles. Genetec
PatrollerTM and Genetec MotoscanTM may connect to your instance of AutoVuTM but are designed to be
autonomous and disconnected. Depending on your needs, you can therefore choose to store all Data
locally, until offloaded into AutoVuTM
License plate Data: The Product will capture the same license plate Data as captured by AutoVuTM
and described above.
Event Data: The Product will capture the same event Data as captured by AutoVuTM and described above.
Configuration settings: The Product will collect various information regarding its settings, such as whether
the Product is configured for traffic or law enforcement purposes, and the version of the Genetec PatrollerTM
used.
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IP address: Finally, the Product will share its IP address with your instance of AutoVurm, and vice -versa,
to ensure that the two systems interconnect to enable you to offload your Data from Genetec PatrollerTM
to AutoVuTM
.SynergisT
SynergisTM is our access control system and allows you to control people access and flow on your site.
Permanent users and visitor Data: To allow you to configure access rights, the Product will collect various
Data about the individuals to whom you grant such access rights, whether they are permanent users (such as
your employees or contractors) or visitors. This includes the first and last name of these individuals, as well
as any other attributes that you choose to enter to identify a person. Depending on your choice, these custom
fields may include personal Data. This Data will be stored in the Product until you decide to delete it.
Access history: The Product will collect Data regarding the access history of a permanent user or a visitor,
such as the places visited, the check -in and check-out time, if an access was denied or granted and the reason
for the denied access, and so forth. By default, access history Data will be kept in the Product for a period of
90 days, but you may choose a different retentionperiod.
Device Data: To leverage the Product and associate access rights with entry points, various Data related to
the devices and the physical location they control will be collected, such as the name and model of the door
sensors, the name of the access control readers, the format of the access cards, the door name, the name of an
area or a zone, and so forth.
FederationTM
FederationTM allows you to connect multiple Security Center installation instances that you use to secure
your premises into a single virtual system. FederationTM allows you to use individual instances of Security
Center to view, manage and control remotely other compatible Security Center installation instances
forming part of your virtual system.
FederationTM does not store any Data, but solely allows remote access and transfer of your Data between
interconnected Security Center instances forming part of your security infrastructure. However, certain
Data related to your federated systems will be retained in the Directory of your local Security Center
system, such as the name of your connected cameras, and other non -personal Data. In the case of
SynergisTM, a copy of your Permanent users and visitors Data (as defrled above) will also be stored in the
Directory. The retention period for this Data is configured by you.
Genetec CitigrafrM
Genetec CitigrafrM enables you to connect sensors and other data sources to have a centralized view of
your operations. It solely allows remote access to Data from connected sources and is not designed to store
any of that Data. Genetec CitigrafrM may, however, allow you to retain the geolocation and timestamps for
events that you choose to track to improve event searching capabilities.
Genetec Citigraf rm is only available for deployment in Local
Environments. Genetec Mission ControlTM
Genetec Mission ControlTM is our collaborative decision management system. Available for deployment
only in Local Environments, Genetec Mission ControlTM remotely accesses Data from connected sensors
and security devices to guide your security team to follow your organization -specific processes when an
event (such as an incident) occurs.
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Genetec Mission ControlTM allows remote access to Data from connected sources and is not designated
to store any of that source Data.
Incident Data: To allow for efficient incident management, the Product will collect various Data related to
each captured incident, including the time at which it occurred and the source of the event. This Data will be
retained in the Product for a period of 90 days by default, but you may choose to define a different retention
period.
Operator performance Data: You can further monitor the performance of your operators and the actions
taken to resolve the incident. As such, the Product will therefore retain the time to response and the time to
resolution to each incident. Plus, the Product allows you to pre-set questions to be answered by your
operators and provides a section should you or your operations wish to add comments in relation to a
specific incident. This Data will be retained in the Product for a period of 90 days by default, but you may
choose to define a different retention period.
SipeliaTm
SipeliaT allows you to make, receive and manage session initiation protocol (SIP) based voice and video
calls over a network.
AudioNideo recording and metadata: To allow you to manage your calls, either to answer them, forward
them or put them on hold, the Product will capture various Data related to the calls received. This includes
the audio and video recording of the call, the call start and end time, the call type, the call state, and so forth.
By default, this Data will be kept for a period of 30 days, but you may choose a different retention period.
The Product also allows you to solely retain video or audio content, or none, as part of your retention
configuration.
Device information: The Product captures Data related to the devices connected to it, such as the name of the
intercom, the intercom extension, and so forth. This Data is captured to allow you to generate reports based
on your needs.
Third -Party Software and Plugins
The Product further allows you to connect to compatible third -party software, hardware and plugins in
order to import Data into the Product. Therefore, depending on your configuration and these third parties'
policies, your Data may be accessible to them. In this event, such access is subject to their own terms and
conditions and is expressly excluded from the scope of this document.
The same applies to the various add-ons that you can procure to complement the Product, which are
not covered by this document.
Data access
Your Data may be accessed only by the authorized system administrators (which may include your
system integrator) and users with appropriate access privileges, as defined by you.
To the extent that you deploy the Product in a Local Environment, no Data will be made available to Genetec,
except for GUS and SAM, when enabled.
To the extent that you deploy the Product in our Cloud Environment, your Data will be processed in our data
centers in the manner described in this document. A limited number of our employees will have access to
your Data to enable us to provide you with the service.
To that extent that Genetec provides support to you with regards to the Product, our support team will only
have access to information that you submit to us as part of your support request or to which you decide to
grant us access through the Product. As such, in certain cases, we may ask you to share additional
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information with us to be able to respond to your request for support. Unless otherwise stated in this
document, Genetec employees will not have access to your Data.
Data ownership
You will always remain the owner of your Data. You are fully responsible for the content of your Data,
which includes obtaining all rights, consents, authorizations and other approvals from all relevant third
parties which may be necessary for you to make available your Data to us as part of your use of the Product,
and for us to process your Data in accordance with the terms of our privacy policy and this document.
This document has been last updated on December 4, 2019. The latest version of this document may be
found at \� uby. Ct_1ctCC.�csm. IC <<ul ups- We invite you to subscribe to the legal notifications in our
Entail Subscription Center to, among other things, be notified of any major changes to this document.
Leonhard Korowajczuk (CEO/CTO): (703)259-4022 / leonhard@celpIan.com
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EXHIBIT "G"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of the
following ways:
(a) By being insured against liability to pay compensation by one or more insurers duly
authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self -insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self -insure and to pay any compensation that
may become due to his or her employees.
CHECK ONE
x I ain aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-insurance
in accordance with the provisions of that Code, and I will comply with such provisions before
commencing the performance of the work and activities required or permitted under this
Agreement. (Labor Code §1861).
I affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California. However, at any time, if I employ any person such that
I become subject to the workers' compensation laws of California, immediately I shall provide the
City with a certificate of consent to self -insure, or a certification of workers' compensation
insurance.
I certify under penalty of perjury under the laws of the State of California that the information and
representations made in this certificate are true and correct.
CELPLAN TECHNOLOGIES, INC
By: /0aZZ111& Z-1U&
Paulo Leite, Chief Operations Officer
Date: 10/1 /2024
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