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CQrNITRAOT NUMBER
AGREEMENT FOR
PROFESSIONAL SERVICES
THIS AGREEMENT is made and entered into this 17th day of July,
2025, by and between the City of Rancho Cucamonga, a municipal corporation
("City") and PKI Solutions LLC ("Consultant").
_IET O
A. City has heretofore issued its request for proposals to perform the following
professional services: cybersecurity and related services ("the Project").
B. Consultant has submitted a proposal to perform the professional services
described in Recital "A", above, necessary to complete the Project.
C. City desires to engage Consultant to complete the Project in the manner set
forth and more fully described herein.
D. Consultant represents that it is fully qualified and licensed under the laws
of the State of California to perform the services contemplated by this Agreement in a good
and professional manner.
AGREEMENT
NOW, THEREFORE, in consideration of performance by the parties of the mutual
promises, covenants, and conditions herein contained, the parties hereto agree as follows:
1. Consultant's Services.
1.1 Scope and Level of Services. Subject to the terms and conditions
set forth in this Agreement, City hereby engages Consultant to perform all technical and
professional services described in Recitals "A" and "B" above, including, but not limited
to assist the implementation and maintenance of Public Key Infrastructure (PKI)
technology, and ensuring secure communications and data integrity, all as more fully set
forth in the Consultant's proposal, dated May 31, 2025 and entitled "A Proposal for
Cybersecurity and Related Services For The City of Rancho Cucamonga, California By
The Public Technology Institute", attached hereto as Exhibit "A", and incorporated by
reference herein. The nature, scope, and level of the services required to be performed by
Consultant are set forth in the Scope of Work and are referred to herein as "Project Scope."
In the event of any inconsistencies between the Scope of Work and this Agreement, the
terms and provisions of this Agreement shall control.
1.2 Revisions to Scope of Work. Upon request of the City, the
Consultant will promptly meet with City staff to discuss any revisions to the Project desired
by the City. Consultant agrees that the Scope of Work may be amended based upon said
meetings, and, by amendment to this Agreement, the parties may agree on a revision or
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revisions to Consultant's compensation based thereon. A revision pursuant to this Section
that does not increase the total cost payable to Consultant by more than ten percent (10%)
of the total compensation specified in Section 3, may be approved in writing by City's City
Manager without amendment.
1.3 Time for Performance. Consultant shall perform all services under
this Agreement in a timely, regular basis consistent with industry standards for professional
skill and care, and in accordance with any schedule of performance set forth in the Scope
of Work, or as set forth in a "Appendix A - Statement of Work", if such Schedule is
attached hereto.
1.4 Standard of Care. As a material inducement to City to enter into this
Agreement, Consultant hereby represents that it has the experience necessary to undertake
the services to be provided. In light of such status and experience, Consultant hereby
covenants that it shall follow the customary professional standards in performing the
Services.
1.5 Familiarity with Services. By executing this Agreement, Consultant
represents that, to the extent required by the standard of practice, Consultant (a) has
investigated and considered the scope of services to be performed, (b) has carefully
considered how the services should be performed, and (c) understands the facilities,
difficulties and restrictions attending performance of the services under this Agreement.
Consultant represents that Consultant, to the extent required by the standard of practice,
has investigated any areas of work, as applicable, and is reasonably acquainted with the
conditions therein. Should Consultant discover any latent or unknown conditions, which
will materially affect the performance of services, Consultant shall immediately inform
City of such fact and shall not proceed except at Consultant's risk until written instructions
are received from the City Representative.
2. Term of Agreement. The term of this Agreement shall be one (1) year and
shall become effective as of the date of the mutual execution by way of both parties
signature (the "Effective Date"). No work shall be conducted; service or goods will not be
provided until this Agreement has been executed and above requirements have been
fulfilled.
3. Compensation.
3.1 Compensation. City shall compensate Consultant as set forth in
Exhibit A, provided, however, that full, total and complete amount payable to Consultant
shall not exceed $125,000.00 (One hundred twenty-five thousand dollars), including all
out-of-pocket expenses, unless additional compensation is approved by the City Council.
City shall not withhold any federal, state or other taxes, or other deductions. City shall not
withhold any portion of any invoice amount unless City provides written notice of a
specific dispute regarding such invoice within ten (10) business days of receipt. Any
undisputed amounts shall be paid in accordance with Section 4.3. Under no circumstance
shall Consultant be entitled to compensation for services not yet satisfactorily performed.
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The parties further agree that compensation may be adjusted in accordance
with Section 1.2 to reflect subsequent changes to the Scope of Services. City shall
compensate Consultant for any authorized extra services as set forth in Exhibit A.
4. Method of Payment.
4.1 Invoices. Consultant shall submit to City monthly invoices for the
Services performed pursuant to this Agreement. The invoices shall describe in detail the
Services rendered during the period and shall separately describe any authorized extra
services. Any invoice claiming compensation for extra services shall include appropriate
documentation of prior authorization of such services. All invoices shall be remitted to the
City of Rancho Cucamonga, California.
4.2 City shall review such invoices and notify Consultant in writing
within ten (10) business days of any disputed amounts.
4.3 City shall pay all undisputed portions of the invoice within thirty
(30) calendar days after receipt of the invoice up to the not -to -exceed amounts set forth in
Section 3.
4.4 All records, invoices, time cards, cost control sheets and other
records maintained by Consultant relating to services hereunder shall be available for
review and audit by the City.
5. Representatives.
5.1 City Representative. For the purposes of this Agreement, the
contract administrator and City's representative shall be Isaiah Aguilera, or such other
person as designated in writing by the City ("City Representative"). It shall be Consultant's
responsibility to assure that the City Representative is kept informed of the progress of the
performance of the services, and Consultant shall refer any decisions that must be made by
City to the City Representative. Unless otherwise specified herein, any approval of City
required hereunder shall mean the approval of the City Representative.
5.2 Consultant Representative. For the purposes of this Agreement,
Brad Beutlich is hereby designated as the principal and representative of Consultant
authorized to act in its behalf with respect to the services specified herein and make all
decisions in connection therewith ("Consultant's Representative"). It is expressly
understood that the experience, knowledge, capability and reputation of the Consultant's
Representative were a substantial inducement for City to enter into this Agreement.
Therefore, the Consultant's Representative shall be responsible during the term of this
Agreement for directing all activities of Consultant and devoting sufficient time to
personally supervise the services hereunder. Consultant may not change the Responsible
Principal without the prior written approval of City.
6. Consultant's Personnel.
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6.1 All Services shall be performed by Consultant or under Consultant's
direct supervision, and all personnel shall possess the qualifications, permits, and licenses
required by State and local law to perform such Services, including, without limitation, a
City business license as required by the City's Municipal Code.
6.2 Consultant shall be solely responsible for the satisfactory work
performance of all personnel engaged in performing the Services and compliance with the
standard of care set forth in Section 1.4.
6.3 Consultant shall be responsible for payment of all employees' and
subcontractors' wages and benefits, and shall comply with all requirements pertaining to
employer's liability, workers' compensation, unemployment insurance, and Social
Security. By its execution of this Agreement, Consultant certifies that it is aware of the
provisions of Section 3700 of the California Labor Code that require every employer to be
insured against liability for Worker's Compensation or to undertake self-insurance in
accordance with the provisions of that Code, and agrees to comply with such provisions
before commencing the performance of the Services.
6.4 Consultant shall indemnify, defend and hold harmless City and its
elected officials, officers and employees, servants, designated volunteers, and agents
serving as independent contractors in the role of city or agency officials, from any and all
liability, damages, claims, costs and expenses of any nature to the extent arising from
Consultant's violations of personnel practices and/or any violation of the California Labor
Code. City shall have the right to offset against the amount of any fees due to Consultant
under this Agreement any amount due to City from Consultant as a result of Consultant's
failure to promptly pay to City any reimbursement or indemnification arising under this
Section 6.
7. Ownership of Work Product.
7.1 Ownership. All documents, ideas, concepts, electronic files,
drawings, photographs and any and all other writings, including drafts thereof, prepared,
created or provided by Consultant in the course of performing the Services, including any
and all intellectual and proprietary rights arising from the creation of the same (collectively,
"Work Product"), are considered to be "works made for hire" for the benefit of the City.
Consultant shall retain ownership of all pre-existing intellectual property, methodologies,
processes, technologies, tools, algorithms, software and know-how ("Consultant IP") used
in the performance of the Services. Consultant hereby grants City a perpetual, non-
exclusive, non -transferable license to use any Consultant IP incorporated into the Work
Product solely for City's internal business purposes. Nothing in this Agreement shall
prevent Consultant from using general knowledge, skills, experience, ideas, concepts,
know-how and techniques developed as part of Consultant's performance under this
Agreement, provided that Consultant does not use or disclose City's Confidential
Information. Upon payment being made, and provided Consultant is not in breach of this
Agreement, all Work Product shall be and remain the property of City without restriction
or limitation upon its use or dissemination by City. Basic survey notes, sketches, charts,
computations and similar data prepared or obtained by Consultant under this Agreement
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shall, upon request, be made available to City. None of the Work Product shall be the
subject of any common law or statutory copyright or copyright application by Consultant.
In the event of the return of any of the Work Product to Consultant or its representative,
Consultant shall be responsible for its safe return to City. Under no circumstances shall
Consultant fail to deliver any draft or final designs, plans, drawings, reports or
specifications to City upon written demand by City for their delivery, notwithstanding any
disputes between Consultant and City concerning payment, performance of the contract,
or otherwise. This covenant shall survive the termination of this Agreement. City's reuse
of the Work Product for any purpose other than the Project, shall be at City's sole risk.
7.2. Assignment of Intellectual Property Interests: Upon execution of
this Agreement and to the extent not otherwise conveyed to City by Section 7.1. above, the
Consultant shall be deemed to grant and assign to City, and shall require all of its
subcontractors to assign to City, all ownership rights, and all common law and statutory
copyrights, trademarks, and other intellectual and proprietary property rights relating to the
Work Product and the Project itself, and Consultant shall disclaim and retain no rights
whatsoever as to any of the Work Product, to the maximum extent permitted by law. City
shall be entitled to utilize the Work Product for any and all purposes, including but not
limited to constructing, using, maintaining, altering, adding to, restoring, rebuilding and
publicizing the Project or any aspect of the Project.
7.3 Title to Intellectual Property. Consultant warrants and represents
that it has secured all necessary licenses, consents or approvals to use any instrumentality,
thing or component as to which any intellectual property right exists, including computer
software, used in the rendering of the Services and the production of the Work Product
and/or materials produced under this Agreement, and that City has full legal title to and the
right to reproduce any of the Work Product. Consultant shall defend, indemnify and hold
City, and its elected officials, officers, employees, servants, attorneys, designated
volunteers, and agents serving as independent contractors in the role of city officials,
harmless from any loss, claim or liability in any way related to a claim that City's use is
violating federal, state or local laws, or any contractual provisions, relating to trade names,
licenses, franchises, patents or other means of protecting intellectual property rights and/or
interests in products or inventions. Consultant shall bear all costs arising from the use of
patented, copyrighted, trade secret or trademarked documents, materials, software,
equipment, devices or processes used or incorporated in the Services and materials
produced under this Agreement. In the event City's use of any of the Work Product is held
to constitute an infringement and any use thereof is enjoined, Consultant, at its expense,
shall: (a) secure for City the right to continue using the Work Product by suspension of
any injunction or by procuring a license or licenses for City; or (b) modify the Work
Product so that it becomes non -infringing. This covenant shall survive the termination of
this Agreement.
8. Status as Independent Contractor. Consultant is, and shall at all times
remain as to City, a wholly independent contractor. Consultant shall have no power to
incur any debt, obligation, or liability on behalf of City or otherwise act as an agent of City.
Neither City nor any of its agents shall have control over the conduct of Consultant or any
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of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at
any time, or in any manner, represent that it or any of its officers, agents or employees are
in any manner employees of City. Consultant shall pay all required taxes on amounts paid
to Consultant under this Agreement, and to defend, indemnify and hold City harmless from
any and all taxes, assessments, penalties, and interest asserted against City by reason of the
independent contractor relationship created by this Agreement. Consultant shall fully
comply with the workers' compensation law regarding Consultant and Consultant's
employees.
9. Confidentiality. Consultant and City each covenant that all data,
documents, discussion, or other information developed or received by either party or
provided for performance of this Agreement that is marked as "Confidential" or that a
reasonable person would understand to be confidential given the nature of the information
and the circumstances of disclosure ("Confidential Information") shall not be disclosed
without prior written authorization by the disclosing party. Each party shall protect the
other party's Confidential Information with at least the same degree of care it uses to
protect its own confidential information of similar nature, but in no case less than
reasonable care. The confidentiality obligations under this Agreement shall survive for a
period of five (5) years following the termination or expiration of this Agreement. This
provision shall not apply to information in whatever form that is in the public domain, nor
shall it restrict the Consultant from giving notices required by law or complying with an
order to provide information or data when such an order is issued by a court, administrative
agency or other legitimate authority, or if disclosure is otherwise permitted by law and
reasonably necessary for the Consultant to defend itself from any legal action or claim.
10. Conflict of Interest.
10.1 Consultant covenants that it presently has no interest and shall not
acquire any interest, direct or indirect, which may be affected by the Services, or which
would conflict in any manner with the performance of the Services. Consultant further
covenants that, in performance of this Agreement, no person having any such interest shall
be employed by it. Furthermore, Consultant shall avoid the appearance of having any
interest, which would conflict in any manner with the performance of the Services.
Consultant shall not accept any employment or representation during the term of this
Agreement which is or may likely make Consultant "financially interested" (as provided
in California Government Code §§1090 and 87100) in any decision made by City on any
matter in connection with which Consultant has been retained.
10.2 Consultant further represents that it has not employed or retained
any person or entity, other than a bona fide employee working exclusively for Consultant,
to solicit or obtain this Agreement. Consultant has not paid or agreed to pay any person or
entity, other than a bona fide employee working exclusively for Consultant, any fee,
commission, gift, percentage, or any other consideration contingent upon the execution of
this Agreement. Upon any breach or violation of this warranty, City shall have the right,
at its sole and absolute discretion, to terminate this Agreement without further liability, or
to deduct from any sums payable to Consultant hereunder the full amount or value of any
such fee, commission, percentage or gift.
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10.3 Consultant has no knowledge that any officer or employee of City
has any interest, whether contractual, noncontractuai, financial, proprietary, or otherwise,
in this transaction or in the business of Consultant, and that if any such interest comes to
the knowledge of Consultant at any time during the term of this Agreement, Consultant
shall immediately make a complete, written disclosure of such interest to City, even if such
interest would not be deemed a prohibited "conflict of interest" under applicable laws as
described in subsection 10.1.
11. Indemnification.
11.1 Professional Services. In connection with its professional services,
the Consultant shall defend, hold harmless and indemnify City, and its elected officials,
officers, employees, servants, volunteers, and agents serving as independent contractors in
the role of city or agency officials, (collectively, "Indemnitees"), with respect to any and
all damages, liabilities, losses, reasonable defense costs or expenses (collectively,
"Claims"), including but not limited to liability for death or injury to any person and injury
to any property, to the extent the same out of, pertain to, or relate to the negligence,
recklessness, or willful misconduct of the Consultant or any of its officers, employees,
subcontractors, consultants, or agents in the performance of its professional services under
this Agreement.in the performance of its professional services under this Agreement.
Consultant's total liability under this indemnification provision shall not exceed the
amount of insurance coverage available under Consultant's applicable insurance policies
or the amount of fees paid to Consultant under this Agreement, whichever is greater. City
shall defend, hold harmless and indemnify Consultant with respect to any and all third -
party Claims arising out of, pertaining to, or relating to the sole negligence, recklessness,
or willful misconduct of City. Consultant shall reimburse all reasonable defense costs and
expenses, including actual attorney's fees and experts' costs incurred in connection with
such defense.
11.2 Other Indemnities. In connection with all Claims not covered by
Section 1 I.1, the Consultant shall defend, hold harmless and indemnify the Indemnitees
with respect to any and all Claims including but not limited to Claims relating to death or
injury to any person and injury to any property, which arise out of, pertain to, or relate to
the non-professional acts, omissions, activities or operations of Consultant or any of its
officers, employees, subcontractors, consultants, or agents in the performance of this
Agreement. Consultant shall defend Indemnitees in any action or actions filed in
connection with any such Claims with counsel of City's choice, and shall pay all costs and
expenses, including actual attorney's fees and experts' costs incurred in connection with
such defense.
11.3 Nonwaiver of Rights. Indemnitees do not, and shall not, waive any
rights that they may possess against Consultant because of the acceptance by City, or the
deposit with City, of any insurance policy or certificate required pursuant to this
Agreement.
11.4 Waiver of Right of Subrogation. Except as otherwise expressly
provided in this Agreement, Consultant, on behalf of itself and all parties claiming under
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or through it, hereby waives all rights of subrogation against the Indemnitees, while acting
within the scope of their duties, from all claims, losses and liabilities arising out of or
incident to activities or operations performed by or on behalf of the Consultant.
11.5 Survival. The provisions of this Section 11 shall survive the
termination of the Agreement and are in addition to any other rights or remedies which
Indemnitees may have under the law. Payment is not required as a condition precedent to
an Indemnitee's right to recover under this indemnity provision, and an entry of judgment
against Consultant shall be conclusive in favor of the Indemnitee's right to recover under
this indemnity provision.
12. Insurance.
12.1 Liability Insurance. Consultant shall procure and maintain in full
force and effect for the duration of this Agreement, insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the
performance of the services hereunder by Consultant, and/or its agents, representatives,
employees and subcontractors.
12.2 Minimum Scope of Insurance. Unless otherwise approved by City,
coverage shall be at least as broad as:
(1) Insurance Services Office Commercial General Liability
coverage (occurrence form CG 0001).
(2) Insurance Services Office form number CA 0001 (Ed. 1/87)
covering Automobile Liability, code 1 (any auto).
(3) Worker's Compensation insurance as required by the State
of California, and Employer's Liability Insurance.
(4) Technology Professional Liability Errors & Omissions
policy to include Cyber coverage unless Cyber coverage is
in the Crime policy.
(5) Professional Liability insurance in a form approved by the
City, having an extended reporting period of not less than
three (3) years; or Professional Liability insurance shall be
maintained for a period of three (3) years after completion of
the Services which shall, during the entire three (3) year
period, provide protection against claims of professional
negligence arising out of Consultant's performance of the
Services and otherwise complying with all applicable
provisions of this Section 13. Either policy shall be
endorsed to include contractual liability to the extent
insurable.
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less than:
12.3 Minimum Limits of Insurance. Consultant shall maintain limits no
(1) Commercial General Liability: $2,000,000 per occurrence
for bodily injury, personal injury and property damage.
Commercial General Liability Insurance with a general
aggregate limit shall apply separately to this Agreement or
the general limit shall be twice the required occurrence limit.
(2) Automobile Liability: $2,000,000 per accident for bodily
injury and property damage.
(3) Employer's Liability: $1,000,000 per accident and in the
aggregate for bodily injury or disease and Workers'
Compensation Insurance in the amount required by law.
(4) Technology Professional Liability Errors & Omissions
policy to include Cyber coverage unless Cyber coverage is
in the Crime policy with a limit of no Less than $2,000,000
per occurrence.
(5) Professional Liability: $1,000,000 per claim/aggregate.
12.4 Deductibles and Self -Insured Retentions. Any deductibles or self -
insured retentions must be declared to and approved by the City.
12.5 Other Insurance Provisions.
(1) The commercial general liability and automobile liability
policies are to contain the following provisions on a separate
additionally insured endorsement naming the City, its
officers, officials, employees, designated volunteers and
agents serving as independent contractors in the role of city
or agency officials, are to be covered as additional insureds
as respects: liability arising out of activities performed by or
on behalf of Consultant; products and completed operations
of Consultant; premises owned, occupied or used by
Consultant; and/or automobiles owned, leased, hired or
borrowed by Consultant. The coverage shall contain no
limitations on the scope of protection afforded to City, its
officers, officials, employees, designated volunteers or
agents serving as independent contractors in the role of City
or agency officials which are not also limitations applicable
to the named insured.
(2) For any claims related to this Agreement, Consultant's
insurance coverage shall be primary insurance as respects
City, its officers, officials, employees, designated volunteers
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and agents serving as independent contractors in the role of
city or agency officials. Any insurance or self-insurance
maintained by City, their officers, officials, employees,
designated volunteers or agents serving as independent
contractors in the role of city or agency officials shall be
excess of Consultant's insurance and shall not contribute
with it.
(3) Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with
respect to the limits of the insurer's liability.
(4) Each insurance policy required by this clause shall be
endorsed to state that coverage shall not be canceled except
after 30 days prior written notice by first class mail has been
given to City (ten (10) days prior written notice for non-
payment of premium). Consultant shall provide thirty (30)
days written notice to City prior to implementation of a
reduction of limits or material change of insurance coverage
as specified herein.
(5) Each insurance policy, required by this clause shall
expressly waive the insurer's right of subrogation against
City and its elected officials, officers, employees, servants,
attorneys, designated volunteers, and agents serving as
independent contractors in the role of city or agency
officials.
(6) Be issued by an insurance company approved in writing by
City, which is admitted and licensed to do business in the
State of California and which is rated A:VII or better
according to the most recent A.M. Best Co. Rating
Guide.
(7) Specify that any failure to comply with reporting or other
provisions of the required policy, including breaches of
warranty, shall not affect the coverage required to be provided.
(8) Specify that any and all costs of adjusting and/or defending
any claim against any insured, including court costs and
attorneys' fees, shall be paid in addition to and shall not
deplete any policy limits.
(9) Other required insurance, endorsements, or exclusions as
required by the City in any request for proposals applicable to
this Agreement.
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12.6 Evidence of coverage. Prior to commencing performance under this
Agreement, the Consultant shall furnish the City with certificates and original
endorsements, or copies of each required policy, effecting and evidencing the insurance
coverage required by this Agreement. The endorsements shall be signed by a person
authorized by the insurer(s) to bind coverage on its behalf. All endorsements or policies
shall be received and approved by the City before Consultant commences performance. If
performance of this Agreement shall extend beyond one year, Consultant shall provide City
with the required policies or endorsements evidencing renewal of the required policies of
insurance prior to the expiration of any required policies of insurance.
13. Cooperation. In the event any claim or action is brought against City
relating to Consultant's performance or services rendered under this Agreement,
Consultant shall render any reasonable assistance and cooperation that City might require.
City shall compensate Consultant for any litigation support services in an amount to be
agreed upon by the parties.
14. Termination. City shall have the right to terminate this Agreement at any
time for any or no reason on not less than ten (10) days prior written notice to
Consultant. In the event City exercises its right to terminate this Agreement, City shall pay
Consultant for any services satisfactorily rendered prior to the effective date of the
termination, provided Consultant is not then in breach of this Agreement. Additionally, in
the event of termination by City without cause, City shall pay Consultant a termination fee
equal to twenty percent (20%) of the remaining unbilled fees that would have been earned
had the Agreement not been terminated. City may terminate for cause following a default
remaining uncured more than five (5) business days after service of a notice to cure on the
breaching party.
Consultant may terminate this Agreement for cause upon giving the City ten (10) business
days prior written notice for any of the following: (1) uncured breach by the City of any
material term of this Agreement, including but not limited to Payment Terms; (2) material
changes in the conditions under which this Agreement was entered into; coupled with the
failure of the parties to reach accord on the fees and charges for any Additional Services
required because of such changes.
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15. Notices. Any notices, bills, invoices, or reports authorized or required by
this Agreement shall be in writing and shall be deemed received on (a) the day of delivery
if delivered by hand or overnight courier service during Consultant's and City's regular
business hours; or (b) on the third business day following deposit in the United States mail,
postage prepaid, to the addresses set forth in this section, or to such other addresses as the
parties may, from time to time, designate in writing pursuant to the provisions of this
section.
All notices shall be addressed as follows:
If to City:
City of Rancho Cucamonga
Attn: Isaiah Aguilera
10500 Civic Center Dr.
Rancho Cucamonga, CA 91730
If to Consultant:
PKI Solutions LLC
Attn: Patrick Bryson
Scarborough McNeese Oelke & Kilkenny, P.C.
Five Centerpointe Drive, Suite 240
Lake Oswego, Oregon 97035-8682
Phone: 503.601.3698
Fax: 503.601.3699
16. Non -Discrimination and Equal Employment Opportunity. In the
performance of this Agreement, Consultant shall not discriminate against any employee,
subcontractor, or applicant for employment because of race, color, creed, religion, sex,
marital status, national origin, ancestry, age, physical or mental handicap, medical
condition, or sexual orientation. Consultant will take affirmative action to ensure that
subcontractors and applicants are employed, and that employees are treated during
employment, without regard to their race, color, creed, religion, sex, marital status, national
origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation.
17. Assignment and Subcontracting. Consultant shall not assign or transfer
any interest in this Agreement or subcontract the performance of any of Consultant's
obligations hereunder without City's prior written consent. Except as provided herein, any
attempt by Consultant to so assign, transfer, or subcontract any rights, duties, or obligations
arising hereunder shall be null, void and of no effect.
18 Compliance with Laws. Consultant shall comply with all applicable
federal, state and local laws, ordinances, codes and regulations in force at the time
Consultant performs the Services.
19. Non -Waiver of Terms, Rights and Remedies. Waiver by either party of
any one or more of the conditions of performance under this Agreement shall not be a
PSA with Professional Liability Insurance (Non -Design) Page 12
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Docusign Envelope ID: 8E7CD33F-9E65-4297-8BE6-DBD373F204DB
waiver of any other condition of performance under this Agreement. In no event shall the
making by City of any payment to Consultant constitute or be construed as a waiver by
City of any breach of covenant, or any default which may then exist on the part of
Consultant, and the making of any such payment by City shall in no way impair or
prejudice any right or remedy available to City with regard to such breach or default.
20. Attorney's Fees. In the event that either party to this Agreement shall
commence any legal action or proceeding to enforce or interpret the provisions of this
Agreement, the prevailing party in such action or proceeding shall be entitled to recover its
costs of suit, including reasonable attorney's fees and costs of experts.
21. Exhibits; Precedence. All documents referenced as exhibits in this
Agreement are hereby incorporated in this Agreement. In the event of any material
discrepancy between the express provisions of this Agreement and the provisions of any
document incorporated herein by reference, the provisions of this Agreement shall prevail.
22. Applicable Law and Venue. The validity, interpretation, and performance
of this Agreement shall be controlled by and construed under the laws of the State of
California. Venue for any action relating to this Agreement shall be in the San Bernardino
County Superior Court.
23. Force Majeure. Neither party shall be liable for any failure or delay in
performance under this Agreement to the extent such failure or delay is caused by
circumstances beyond that party's reasonable control, including but not limited to acts of
God, natural disasters, pandemic, epidemic, quarantine restrictions, acts of civil or military
authority, governmental orders or restrictions, fire, flood, earthquake, riot.. war, terrorism,
strikes, lockouts, labor disputes, telecommunications or power failures, or delays by the
other party or the other party's third -party service providers. The affected party shall use
reasonable efforts to minimize the duration and consequences of any failure or delay in
performance resulting from a force majeure event and shall give the other party prompt
notice of the occurrence of such event.
24. Construction. In the event of any asserted ambiguity in, or dispute
regarding the interpretation of any matter herein, the interpretation of this Agreement shall
not be resolved by any rules of interpretation providing for interpretation against the party
who causes the uncertainty to exist or against the party who drafted the Agreement or who
drafted that portion of the Agreement.
25. Entire Agreement. This Agreement consists of this document, and any
other documents, attachments and/or exhibits referenced herein and attached hereto, each
of which is incorporated herein by such reference, and the same represents the entire and
integrated agreement between Consultant and City. This Agreement supersedes all prior
oral or written negotiations, representations or agreements. This Agreement may not be
amended, nor any provision or breach hereof waived, except in a writing signed by the
parties which expressly refers to this Agreement.
PSA with Professional Liability Insurance (Von -Design) Page 13
Last Revised: 11/12/2020
Docusign Envelope ID: 8E7CD33F-9E65-4297-8BE6-DBD373F204DB
IN WITNESS WHEREOF, the parties, through their respective authorized
representatives, have executed this Agreement as of the date first written above.
PKI Solutions LLC City of Rancho Cucamonga
n"��� 10/1/2025 1 9:18 PM PDT DocuSigned by:
By:
�b(i �n 10/6/2025 1 3:07 PM PDT
Name Date By�
Name Date
President
IN
Title
City Manager
Title
City of Rancho Cucamonga
By:
Name Date Name Date
Title Title
(two signatures required if corporation)
Approval Buyer II, Purchasing
Alternate, Risk Management Coordinator
PSA with Professional Liability Insurance (Non -Design)
Last Remised: 1111212020
Page 14
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EXHIBIT A
SCOPE OF SERVICES
PSA with Professional Liahility Insurance (.lion -Design) Page 15
Last Rei=ised: 1111212020
Docusign Envelope ID: 8E7CD33F-9E65-4297-8BE6-DBD373F204DB
PKI Solutions LLC
of ra
*1' A
5331 S Macadam Ave, # 330
Portland, OR 97239
+19712315523
SOLUTIONS
hello@pkisc]Lrtions.com
www.Wsclutions.com
IMMEM
11528
City of Rancho Cucamonga City of Rancho Cucamonga 05/31/2025
10500 Civic Center Dr, 10500 Civic Center Dr Net 30
Rancho Cucamonga CA 91730 Rancho Cucamonga, CA 91730 06/30/2025
Brad Beutlich
SKU ITEM QTY RATE AMOUNT
PKISL-E-001 PKI Spotlight - Enterprise Edition 1 65,000.00 65,000.00
PKI Monitoring and Alerting subscription. Includes:
1 Public Key Infrastructure
5 Monitoring Agents
Free Software Support & Updates
1 year: 7/1/25 to 6/30/26
PKISL-CoM- PKI Spotlight - Co -Management 1 60,000.00 60,000.00
001 PKI CoManagement. Includes:
PKI Solutions expert monitoring, response, remediation, and support
on -demand on an unlimited basis.
Price for 1 year: 7/1/25 to 6/30/26