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HomeMy WebLinkAboutC-4439 \\00-16 CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT REGARDING CALIFORNIA RACIAL AND IDENTITY PROFILING ACT ("RIPA") STOP DATA APPLICATION SERVICES This Agreement is made and entered into as of the ‘` day of October 2021 by and between the City of Arcadia, a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066 ("City"), and Veritone, Inc., a Corporation with its principal place of business at 575 Anton Boulevard, Costa Mesa, California, 92626 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. RECITALS A. City is a public agency of the State of California and is in need of professional services for the following project: California Racial and Identity Profiling Act ("RIPA") Stop Data Application Services (hereinafter referred to as "the Project"). B. WHEREAS Consultant's proprietary system Veritone Contact ("Service") is intended to be used as a tool to support law enforcement agencies with the collection of RIPA stop data and provides City staff with the ability to submit the collected data to California Department of Justice, in compliance with RIPA reporting requirements; and C. WHEREAS City desires to access and use Service and Consultant desires to provide such access, in accordance with the terms and conditions herein. AGREEMENT NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. Services. Consultant shall provide the City with the Services described in more detail in the Scope of Services attached hereto as Exhibit "A." 2. Compensation. a. Subject to paragraph 2(b) below, the City shall pay for such Service in accordance with the Schedule of Charges set forth in Exhibit "B." b. In no event shall the total amount paid for Services rendered by Consultant under this Agreement exceed the annual sum of$6,800.00 provided that City does not increase number of initial users ("Users") set forth in Exhibit D. An increase in Users will result in an increase in fees in accordance with the terms of this Agreement. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. 3. Additional Work. Except for an increase in the number of Users, if changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be 1 Updated Feb.2020 forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. Except for an increase in the number of Users, an amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. 4. Maintenance of Records. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 5. Term. The term of this Agreement shall be from October 1, 2021 to September 30, 2024 unless earlier terminated as provided herein. The term of this Agreement may be extended by mutual agreement of the Parties on a year-by-year basis for a maximum of three (3) one (1) year additional terms. If such option is exercised, the terms and conditions quoted herein (with the exception of pricing) are to remain firm for the term extension(s) of this Agreement. Any adjustments to pricing shall be agreed to by the Parties in writing prior to the commencement of any term extension(s). 6. Delays in Performance. a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non- performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint. b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. 7. Reserved. 8. Standard of Care Consultant's services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 9. Assignment and Subconsultant Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason except that Consultant may assign this Agreement in its entirety without the consent of the City to an affiliate or to a successor entity in connection with any merger (by operation of law or otherwise), consolidation, reorganization, change in control, sale of all or substantially all of its 2 Updated Feb.2020 assets related to this Agreement or similar transaction. This Agreement inures to the benefit of and shall be binding on the parties' permitted assignees, transferees and successors. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 10. Independent Contractor Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. 11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following: (1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following: (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aggregate Limits that Apply per Project (6) Contractual Liability with respect to this Agreement (7) Property Damage (8) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. 3 Updated Feb.2020 (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability (i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). (iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. c. Workers' Compensation/Employer's Liability (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California 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 he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section. d. Professional Liability (Errors and Omissions) At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must "pay on behalf of' the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required 4 Updated Feb.2020 (i) The following insurance limits are required for the Agreement: Combined Single Limit Commercial General Liability $1,000,000 per occurrence/$2,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 per occurrence for bodily injury and property damage Employer's Liability $1,000,000 per occurrence Professional Liability $1,000,000 per claim and aggregate (errors and omissions) (ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. g. Policy Provisions Required (i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a 5 Updated Feb.2020 period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. h. Qualifying Insurers (i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: (1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. Additional Insurance Provisions (i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. 6 Lpdated Feb.2020 (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 12. Indemnification. a. Consultant shall defend, indemnify and hold harmless City, its officials, officers, employees, volunteers, and agents, from and against any liability or expense, including without limitation, any expenses, losses, damages, judgments, litigation costs and reasonable attorneys' fees that City may incur as a result of any claim, suit or proceeding brought against City by any third party arising or resulting from (a) Consultant's breach of any representation, warranty, covenant or obligation contained in this Agreement; or (b) any allegation that the Platform or Services, or any part thereof, misappropriates or infringes upon any third party's intellectual property rights, except to the extent such alleged or actual infringement is caused by (1) City's use of the Platform or Services outside the scope of rights granted to City or otherwise in violation of this Agreement, (2) City's use of the Platform or Services in combination with the products of third parties (other than those approved in writing by Consultant), or (3) modification of the Platform or Services not performed or provided by Consultant, if the infringement would not have occurred but for such modification. If the Platform or Services, in whole in part, become or, in Consultant's opinion are likely to become, the subject of an infringement claim or action, Consultant may, at its option: (x) procure, at no cost to City, the right for City to continue using the Platform or Services; (y) replace or modify the Platform or Services to render them non- infringing, provided there is no material loss of functionality; or (z) if, in Consultant's reasonable opinion, neither (x) nor (y) above is commercially feasible, terminate this Agreement and refund any prepaid amounts for unused Services during the terminated portion of the Term. 13. California Labor Code Requirements. a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is$15,000 or more for maintenance or$25,000 or more for construction, alteration, demolition, installation, or repair, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), 7 Updated Feb.2020 employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor(Labor Code Sections 1813 and 1815)and debarment of contractors and subcontractors (Labor Code Section 1777.1). b. If the services are being performed as part of an applicable "public works" or "maintenance" project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant's performance of services, including any delay, shall be Consultant's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor. 14. Verification of Employment Eligibility. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to,the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same. 15. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Los Angeles, State of California. 16. Reserved. 17. Reserved. 18. Organization. Consultant shall assign Aviv Redlich, Government Solutions Division, as Account Manager. 19. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above. 8 Updated Feb.2020 20. Notice Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to: CITY: CONSULTANT: City of Arcadia Veritone 240 West Huntington Drive 575 Anton Blvd. Arcadia, CA 91066 Costa Mesa,CA 92626 Attn: Roy Nakamura, Chief of Police Attn: Aviv Redlich, Government Solutions Division and shall be effective upon receipt thereof. 21. Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. 22. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 23. Entire Agreement This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement. 24. Severability The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the provisions unenforceable, invalid or illegal. 25. Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each party to this Agreement. However, 9 Updated Feb.2020 Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City, except that Consultant may assign this Agreement in its entirety without the consent of the City to an affiliate or to a successor entity in connection with any merger (by operation of law or otherwise), consolidation, reorganization, change in control, sale of all or substantially all of its assets related to this Agreement or similar transaction. Any attempted assignment without such consent shall be invalid and void. 26. Non-Waiver None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specifically specified in writing. 27. Time of Essence Time is of the essence for each and every provision of this Agreement. 28. City's Right to Employ Other Consultants City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. 29. Prohibited Interests Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. [SIGNATURES ON FOLLOWING PAGE] 10 l'pdated Feb.2020 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY" OF ARCADIA AND VERITONE, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF ARCADIA VERITONE, INC. By: - By: D. is L= aretto John Gacek City Manager Head of Government, Legal, and Compliance Date: A) - 13 .2 1 Date: October 6, 2021 By: ATTEST: (dike a tra Chief Financial Officer By: Date: /&/7/ t)V itY Clerk APPROVED AS TO FORM By: Roy Nakamura Chief of Police By: P- vt Q Date: /0//i1 Q -/ Steph P. Deitsch City Attorney 11 Updated Feb 202o EXHIBIT A Scope of Services CONSULTANT'S OBLIGATIONS Software Application Veritone shall provide the Arcadia Police Department with sixty-eight (68) licenses to the Veritone Contact Software Application to quickly and efficiently collect RIPA complaint stop data. Security and Compliance Veritone shall ensure that all Veritone Contact Application data is secured using 256-bit encryption; user authentication through Microsoft Active Directory, LDAP, or other service; and support all City's compliance efforts related to the collection and submission of data under RIPA. City is solely responsible for its compliance with RIPA, including validating that the data collected, generated and/or submitted by City utilizing the Contact Application meets RIPA requirements, and managing data retention and deletion in accordance with RIPA requirements. Training Veritone shall provide the Arcadia Police Department with a web-based "train the trainer" session (to last approximately one hour). The training shall equip the agency's primary administrator with the knowledge and ability to operate the Veritone Contact application and train other personnel as-needed. Technical Support Veritone shall provide the Arcadia Police Department with technical support via email and the Veritone in-app chat twenty-four hours per day, seven days a week (24/7). Veritone's phone support shall be limited to the company's normal business hours of 6:00 am to 6:00 pm (PST). Onboarding Veritone shall coordinate and manage the onboarding process for the Arcadia Police Department, which shall include: a kick-off off call (15-20 minutes) to obtain onboarding details, app integration, identification of user information, user creation and management, establishment of a project timeline, and establishment of a Customer Success Team to include a Lead Veritone Project Manager/Agency Contact, scheduling of a train-the-trainer session (about one hour), and other onboarding activities as-needed. CITY'S OBLIGATIONS Data Submission The City will be responsible for submitting data to the Department of Justice on a monthly, quarterly, or annual basis. The City Shall communicate in writing to Veritone the exact date for submission and frequency of the City's data submission. 12 Updated Feb.2020 License Agreement The City shall agree to Veritone's License Agreement attached as Exhibit D which among other things provides for (i) terms of use of the Veritone Contact Application; (ii) obligations surrounding submission of data to DOJ, and (iii) number of authorized Users. 13 Updated Feb.2020 EXHIBIT B Schedule of Charges/Payments Billing: Consultant shall invoice City on an annual basis for use of the Veritone Contact Application. License Rate: Under this Agreement, the annual license rate will be $100 per license ("user seat"). The City is establishing 68 Sworn Officers Users in Fiscal Year 2021-22 and additional Users can be purchased at a rate of$100 per User. Out-of-Scope Work: Consultant will inform City regarding any out-of-scope work being performed by Consultant, and obtain prior approval. 14 Updated Feb.2020 EXHIBIT C Activity Schedule The Parties will work together to implement the Veritone Contact Application to support City's compliance efforts related to the collection and submission of data under RIPA by January 1, 2022. 15 Updated Feb.2020 EXHIBIT D Veritone License Agreement and Terms and Conditions 16 Updated Feb.2020 VERITONE. LICENSE AGREEMENT This License Agreement ("Agreement") is entered into as of the date of the last signature below ("Effective Date") by and between Veritone, Inc.(for itself and/or its subsidiaries),having an office located at 575 Anton Boulevard,Costa Mesa,CA 92626("Veritone")and the entity listed under Licensee Information below("Licensee"),with respect to license(s)to Veritone's Platform and related Services. LICENSEE INFORMATION Licensee Name: Arcadia Police Department Billing Contact Information Licensee Address: 250 W Huntington Dr,Arcadia,CA 91007 Contact Name: Jennifer Brutus Contact Name: Barry Miller Contact Phone: 626-574-5136 Phone: 626-574-5199 Contact Email: jbrutus@ArcadiaCA.gov Email: bmiller@arcadiaca.Rov Email for Invoices: jbrutus@ArcadiaCA.gov UCENSE AND SERVICES DETAILS Term: Start Date: October 1,2021 End Date: September 30,2022 No.of Users: 68 Users(see Section 4 below) License Fees: $100.00 per User per year Services: - Veritone Contact Application - Web-based "train the trainer"session for primary administrator - Standard onboarding and standard technical support via email and in-app chat TERMS AND CONDITIONS 1. Master License Terms and Conditions. This Agreement is governed by the Veritone Master License Terms and Conditions (GLC) attached hereto as Attachment A (the "Terms and Conditions"), which are incorporated herein by reference. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions contained in the Terms and Conditions,the provisions of this Agreement shall govern and control. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Terms and Conditions. 2. Contact Application. During the Term, Veritone grants to Licensee a right and license to access and use the Contact Application, subject to the terms of this Agreement. Licensee acknowledges that the Contact Application is intended to be used by Licensee only as a tool to support Licensee's compliance efforts related to the collection and submission of data under the California Racial and Identity Profiling Act("RIPA"). Licensee is solely responsible for its compliance with RIPA,including validating that the data collected, generated and/or submitted by Licensee utilizing the Contact Application meets RIPA requirements, and managing data retention and deletion in accordance with RIPA requirements. Veritone makes no representations or warranties as to the accuracy, completeness or sufficiency of data collected and/or generated by Licensee utilizing the Contact Application or as to compliance with RIPA requirements. 3. DOJ Submissions. Licensee will be permitted to integrate the Contact Application with Licensee's systems for the purposes of submission of data to the State of California Department of Justice("DOJ"). Licensee will be responsible for the configuration and maintenance of all interfaces required to integrate the Contact Application with Licensee's systems, in accordance with the requirements, instructions and/or guidelines communicated by Veritone in writing from time to time. Licensee agrees to provide information regarding Licensee's systems as reasonably required by Veritone to assist Licensee in connection with the integration. Veritone will not be responsible for any delay or failure in the submission of data to the DOJ caused by Licensee's failure to configure and/or maintain the required integration. Veritone and Licensee will agree in writing to the exact date on which the automated submission of data to the DOJ through the integration will be activated. 4. Users. The number of users specified in the table above reflects the number of sworn officers designated by Licensee to access and use the Contact Application (each, a "User"). Licensee shall also be permitted to designate additional non-sworn officer personnel (i) as "administrators," as reasonably necessary to administer Licensee's use of the Contact Application (each, an "Administrator"), and(ii)as"reviewers,"as reasonably necessary to perform the reviewer function within the Contact Application(each,a"Reviewer"). If at any time during the Term,Licensee adds Users in excess of the number specified in the table above,Licensee will notify Veritone in writing,and Licensee will be charged additional license fees at the per-User rate specified above, prorated for the period of time commencing on the date each additional User is provided access to the Contact Application and continuing through the remainder of the Term. Upon request by Veritone, Licensee shall periodically provide reports to Veritone of the numbers of Users, Administrators and Reviewers who have access to the Contact Application. Veritone shall have the right,upon at least 15 days prior written notice to Licensee and at reasonable times,to examine Licensee's records for the purpose of verifying the foregoing. 5. Payment Terms. The total license fees for the initial number of Users will be invoiced upon execution of this Agreement and will be due and payable upon receipt of invoice. If Users are added by Licensee during the Term, Veritone will invoice Licensee for the additional license fees for such Users,calculated as set forth in Section 4 above,and any such invoices will be due and payable upon receipt of invoice. All amounts are stated and payable in U.S.dollars. 6. Data Deletion. Upon expiration of the Term,Veritone will provide Licensee with continued access to the Contact Application for a period of up to thirty (30) days to allow Licensee to export all Licensee Content from the Contact Application for Licensee's data retention purposes. Licensee Content will be exported in the format generally made available by Veritone,unless a different format is expressly agreed by the parties in writing, which Licensee acknowledges may be subject to additional fees. Upon Veritone's request,Licensee will provide Veritone with written confirmation that Licensee has exported all Licensee Content. Licensee expressly acknowledges and agrees that Veritone will permanently delete any and all Licensee Content upon expiration of such thirty(30)day period. 7. Authority. The person executing this Agreement on behalf of each party represents and warrants that he or she has full authority to execute the same on behalf of such party, and that no other actions or approvals are required for such party to enter into this Agreement and perform its obligations hereunder. ACCEPTED AND AGREED BY: VERITONE,INC. LICENSEE Signature:q Signature: Name: Jon W Gacek Name: Roy Nakamura Title: Head of GLG Title: Chief of Police Date: October 6, 2021 Date: 10/06/2021 Attachment A Terms and Conditions See attached. VERITONE,INC. MASTER LICENSE TERMS AND CONDITIONS(GLC) These Master License Terms and Conditions(GLC)("Terms and Conditions")apply to any License Agreement related to a license to access and use the Platform and associated Services(as such capitalized terms are defined hereinbelow)that references to these Terms and Conditions. 1. License Agreement; Controlling Terms. For purposes hereof, "License Agreement" shall mean the written license agreement, order form, subscription form,statement of work or other written document that evidences the purchase by a licensee("Licensee")of a license to access and use the Platform and Services from Veritone,Inc.or one of its subsidiaries(collectively,"Veritone"),either directly or through an authorized reseller of Veritone. The"Platform"means the Veritone aiWARETM artificial intelligence(Al)operating system,the aiWARE suite of applications and other platforms and applications provided by Veritone,as applicable. The"Services"means the specific applications and services(such as Al processing,automated workflows,analytics,data storage and/or transfer)made available to Licensee through the Platform,and any related configuration, installation, support and other services. The specific types and volumes of Services, fees and payment terms, number of authorized users(as applicable),and the term of the license shall be as set forth in the License Agreement. The License Agreement may also contain other license-specific terms and conditions. In the case of a License Agreement entered into directly between Veritone and Licensee, (a)the License Agreement and these Terms and Conditions are collectively referred to herein as this"Agreement";(b)in the event of any conflict or inconsistency among the terms and conditions set forth in the License Agreement and in these Terms and Conditions, the rights and obligations of the parties shall be interpreted based on the following order of priority: (1)the License Agreement and (2)these Terms and Conditions;and(c)except for that certain City of Arcadia Professional Services Agreement Regarding California Racial and Identity Profiling Act ("RIPA") Stop Data Application Services entered into by Veritone and Licensee, this Agreement constitutes the complete and exclusive agreement between Veritone and Licensee with respect to the Platform and Services,superseding and replacing any and all prior agreements, communications,and understandings,both written and oral,regarding such subject matter,and no additional or different provision contained in any purchase order form,order acknowledgment form, invoice or similar form of either party will be effective. In the case of a License Agreement entered into between Licensee and an authorized reseller of Veritone,these Terms and Conditions are referred to herein as this "Agreement" and represent the agreement between Veritone and Licensee governing the license(s) to the Platform and Services being purchased by Licensee from such reseller under that separate License Agreement,and Licensee acknowledges and agrees that Veritone is an intended third party beneficiary of such License Agreement with respect to this Agreement and,therefore, may enforce its rights hereunder directly against Licensee. 2. License,Reservation of Rights,Restrictions. 2.1. License.Veritone hereby grants to Licensee,during the Term(as defined in Section 7 below),a non-transferable,non-sublicensable,non- exclusive,revocable license to access and use the Platform and Services,subject to the terms and conditions set forth in this Agreement, solely for Licensee's internal business purposes(the"License"). 2.2. Reservation of Rights. The Platform and Services are licensed by Veritone to Licensee,and not sold. Licensee acquires only the right to use the Platform and Services in accordance with this Agreement and does not acquire any rights of ownership. Nothing herein shall be construed to transfer any rights,title or ownership of any Veritone or Veritone-licensed software,technology, materials, information or Intellectual Property Rights to Licensee. All right,title and interest(including all Intellectual Property Rights) in and to the Platform and Services shall at all times remain the sole and exclusive property of Veritone and/or its respective licensors and all use thereof shall inure to the benefit of Veritone and/or its respective licensors. Except as expressly set forth in this Agreement,no right or license,express or implied,is granted to Licensee or any third party by estoppel,implication,exhaustion or other doctrine of law,equity or otherwise with respect to any product,service,software,technology,materials,information or Intellectual Property Rights of Veritone or its affiliates or licensors. "Intellectual Property Rights" means all forms of proprietary rights,titles, interests, and ownership including patents, patent rights,copyrights,trademarks,trade dresses,trade secrets,know-how,mask works,droit moral(moral rights),publicity rights and all similar rights of every type that may exist now or in the future in any jurisdiction,including without limitation all applications and registrations therefore and rights to apply for any of the foregoing. 2.3. Third Party Licenses. Certain software components of the Platform and Services are supplied pursuant to license agreements from third parties,and Licensee agrees that Licensee's use of the Platform and Services shall be subject to the provisions of such third party license agreements. 2.4. Restrictions. (a) License Restrictions. Licensee agrees to use the Platform and Services only for lawful purposes and only as expressly authorized under this Agreement.Without limiting the generality of the foregoing, except as expressly authorized hereunder, Licensee agrees that it shall not,directly or indirectly:(i)license,sublicense,sell,resell,rent,lease,transfer,assign,distribute,display or otherwise make the Platform or Services,in whole or in part,including any content or data derived therefrom that is not directly owned by Licensee or for which Licensee has all necessary rights,available to any third party;(ii)reverse engineer,decompile,disassemble,modify,translate, reconstruct, omit, distort, obscure, copy or create derivative works of all or any portion of the Platform, Services, any underlying software, or any other Veritone Property (as defined below), or otherwise attempt to access the source code of the Platform or Services; (iii) incorporate any portion of the Platform or Services into Licensee's own programs or compile any portion of them in combination with Licensee's own programs; (iv) store or otherwise capture to physical media, or enable a third party to store or capture,the Platform or Services or any portion thereof; (v) permit any persons, other than Licensee's authorized users for which Licensee has procured User IDs pursuant to the License Agreement,to access and use the Platform or Services;(vi)upload or transmit through the Platform or Services any material,content,media or data(collectively,"Licensee Content")with respect to which Licensee does not either own all right,title and interest or have the appropriate license(s)for lawful use,or otherwise violate or infringe upon the intellectual property rights of any third party in Licensee's use of the Platform or Services,including the use or distribution of any 1 GLC-Rev 20210324(City of Arcadia 20211005) data derived from the Platform or Services;or(vii)violate any laws,rules or regulations in connection with its use of the Platform or Services,including any data or content contained in,transmitted through or derived therefrom. (b) Prohibited Acts. Licensee acknowledges and agrees that Licensee is prohibited from doing any act that may have the effect of undermining the integrity of the Platform,Services,any related computer systems,infrastructure or environment,or the methods by which Veritone provides Services to users. Without limiting the generality of the foregoing,Licensee agrees that it shall not,directly or indirectly: (i) defeat, circumvent or modify any authentication technology or other security measures, controls, limitations, or content or functionality filters contained in or associated with the Platform or Services,or otherwise attempt to access any aspect of the Platform or Services that Licensee has not been granted authorization to access under the License Agreement; (ii) deploy or facilitate the use or deployment of any script,routine,robot,spider,scraper or any other automated means,method or device with respect to Licensee's access and use of the Platform and Services for any purpose,including to access,view,select,or copy in whole or in part, any content, program,functionality of the Platform or Services,or any other proprietary information or trade secret of Veritone that is made available through the Platform or Services; (iii) deploy or facilitate the use or deployment of any program, system, means, method or device,for any purpose that places an unreasonable, unnecessary or excessive demand or load on the Platform,Services,or related hardware and connections,or prohibits,denies or delays access to Services by other users or otherwise threatens the continuous services of Veritone's ISPs,suppliers and vendors;(iv)introduce into the Platform or Services any program, executable file or routine(such as a worm,Trojan horse,cancel-bot,time bomb or virus)irrespective of whether any such program or routine results in detrimental harm to the Platform,Services, or any underlying systems or programs; (v) remove any proprietary notices,labels or marks from the Platform or Services;(vi)establish any direct or deep link or other connection to any specific page or location within the Platform or Services,other than the Platform log-in page;(vii)use or attempt to use another user's account without authorization,or interfere with another user's access to the Platform or Services; or(viii)access or use the Platform or Services to design,develop,build,market or support a competitive product or service. 3. Access and Use.Veritone will enable Licensee to access and use the Platform for the duration of the Term,subject to any early termination of this Agreement in accordance with the terms hereof.Access to the Platform will be through unique log-in credentials assigned to Licensee by Veritone(each,a"User ID").Licensee shall be given that number of User IDs as specified in the License Agreement.Licensee will provide accurate and complete information in registering its authorized users for account access. Licensee acknowledges and agrees that the log-in credentials assigned hereunder are Confidential Information and may only be used by Licensee and its authorized users to access the Platform in accordance with the terms of this Agreement,and that Licensee will not publish,share,or otherwise enable any third party,directly or indirectly,to access the Platform for any purpose.Licensee further agrees that Licensee is responsible for its and its authorized users'use of the Platform,including use via the User IDs,and for any consequences thereof.Licensee agrees to immediately notify Veritone of any unauthorized or improper use of any log-in credentials of Licensee. All of the rights,obligations,restrictions,representations and warranties related to Licensee's access and use of the Platform under this Agreement shall apply to Licensee and all of Licensee's employees, contractors, consultants, representatives and agents(collectively,"Representatives").Licensee shall be responsible for all acts and omissions of its Representatives in the performance of this Agreement and for any breach of this Agreement by any of its Representatives. 4. Intellectual Property. As between Veritone and Licensee,Veritone and/or its respective licensors retain all right,title and interest(including Intellectual Property Rights)in and to the Platform and Services,including,but not limited to any elements,components,content,technology, software,code,documentation,derivative works,revisions,enhancements,modifications,condensations and/or compilations of or relating to the Platform and Services,and any trademarks,brand identifiers,materials and information,which are created,authored,developed,conceived and/or reduced to practice by Veritone and/or its respective licensors, including in connection with Veritone's provision of the Platform and Services to Licensee under this Agreement("Veritone Property"). As between Licensee and Veritone,Licensee retains all right,title and interest (including Intellectual Property Rights) in and to the Licensee Content, and any software, technology, materials and information which are independently created,authored,developed,conceived or reduced to practice by Licensee. 5. Licensee Content. 5.1. Content Ownership. Licensee represents and warrants that(i) Licensee and/or its licensors own all right,title and interest in and to all Licensee Content uploaded to or transmitted through the Platform or Services,or otherwise have all rights in such Licensee Content as necessary to furnish to Veritone and use the same in connection with Licensee's use of the Platform and Services and to grant the rights granted by Licensee in this Agreement, and (ii) such Licensee Content, and Licensee's and Veritone's use thereof as provided in this Agreement,do not and will not misappropriate or infringe upon any third party's Intellectual Property Rights,or violate any other rights of any third party. 5.2. License to Content. In addition to any other rights expressly provided in the License Agreement,Licensee hereby grants to Veritone and its third party service providers a non-exclusive, royalty-free, worldwide license to use and display all Licensee Content that Licensee provides to Veritone or that are otherwise uploaded to or captured by the Platform through Licensee's use of the Platform and Services, solely as required for Veritone to provide the Services and perform its obligations under this Agreement. 5.3. Data Security and Destruction. Veritone shall keep all Licensee Content strictly confidential. Veritone shall maintain and use appropriate administrative,physical,and technical safeguards and measures for protection of the security,confidentiality and integrity of all Licensee Content uploaded to or transmitted through the Platform or Services,including protections against unauthorized disclosure or access,or accidental or unlawful destruction,loss or alteration. Licensee Content shall be used and stored by Veritone solely to the extent required to provide the Services and perform its obligations under this Agreement,and Veritone shall not use or store the Licensee Content for any other purpose whatsoever. Veritone shall ensure that all personnel and third party service providers having access to the Licensee Content are subject to confidentiality obligations with respect thereto. Veritone shall notify Licensee within 48 hours in the event that Veritone 2 GLC-Rev 20210324(City of Arcadia 20211005) determines that a security breach has resulted in an unauthorized disclosure of or access to Licensee Content. Upon termination of this Agreement or upon the written request of Licensee at any time,Veritone shall ensure the secure deletion and destruction of all Licensee Content. 6. Feedback. During the Term, Licensee may provide Veritone with such written evaluations, comments and/or suggestions (collectively, "Feedback") regarding the Platform or Services. Licensee acknowledges and agrees that any Feedback provided to Veritone by Licensee hereunder shall be deemed to be Veritone Property and Veritone will be entitled to, without limitation, implement and exploit any such Feedback in any manner without any restriction or obligation to Licensee.Notwithstanding the foregoing,Licensee acknowledges that Veritone is not obligated to act on any such Feedback. 7. Term and Termination. 7.1. Term.The term of this Agreement and the License shall be as set forth in the License Agreement(the"Term"). 7.2. Termination. In addition to any termination rights expressly provided in the License Agreement,this Agreement may be terminated by either party if the other party(i)materially breaches any provision of this Agreement which remains uncured for a period of thirty(30)days from the date of written notice of such breach;or(ii) makes an assignment for the benefit of its creditors,is declared insolvent,or has a receiver or trustee in bankruptcy appointed to take charge of all or part of such party's property. 7.3. Effect of Termination.If at any time this Agreement is terminated,or upon expiration of the Term,the License and all other rights granted to Licensee herein shall automatically terminate and Licensee shall immediately cease using the Platform and Services. 7.4. Survival. The provisions of Sections 2.2(Reservation of Rights),4(Intellectual Property),6(Feedback),7.3(Effect of Termination),8.1(Fees and Payments), 8.2 (Taxes), 10 (Confidentiality), 11 (Indemnification), 12.2 through 12.4 (Disclaimers), 13 (Limitation of Liability), and 14(Miscellaneous)hereof,shall survive the expiration or any early termination of this Agreement for any reason. 8. Fees,Charges and Payments. 8.1. Fees and Payments. In consideration for the License and Licensee's access and use of the Platform and Services, Licensee shall pay the license fees and all other fees as set forth in the License Agreement(collectively,the"Fees")pursuant to the payment terms set forth in the License Agreement.All Fees and other amounts due under this Agreement are payable in U.S.dollars. 8.2. Taxes. All Fees and any other amounts due hereunder are exclusive of taxes and similar assessments which may be imposed on the delivery of the Platform and Services and any other transactions contemplated hereby.Licensee shall be solely responsible for the payment of any and all sales,use,value added,excise,import,or other similar taxes or payments in lieu thereof,including interest and penalties thereon, imposed by any authority,government or governmental agency arising out of or in connection with amounts due hereunder(other than those levied on Veritone's income),and Licensee shall make such payments,and timely file any return or information required by treaty, law,rule or regulation. If Veritone is required to pay any such taxes,duties or fees,Licensee shall reimburse Veritone immediately upon receipt of Veritone's invoice thereof. 8.3. Suspension of Platform Access. In addition to Veritone's termination rights set forth herein and without prejudice to any other rights of Veritone at law or in equity,Veritone may suspend its performance under this Agreement and any other agreement with Licensee and Licensee's access to the Platform if Licensee fails to comply with any part of its payment obligations set forth herein. Such suspension of service shall not suspend or otherwise affect Licensee's payment obligations set forth herein. 9. Changes. Veritone may,from time to time, in its sole discretion, make changes to the Platform and Services,or a portion thereof including, without limitation,formats,content,reports,functionality,and/or techniques. 10. Confidentiality. 10.1. Confidential Information. Each party(a receiving party)acknowledges and agrees that during the Term and in the course of using the Platform and Services and performing its duties under this Agreement,it may obtain information relating to the other party(a disclosing party), its and/or its customers', vendors', or third party service providers' business or technologies, which is of a confidential and proprietary nature("Confidential Information").Such Confidential Information may include, but is not limited to,trade secrets, know- how, inventions, techniques, processes, software, algorithms, programs, schematics, data, technology roadmap, sales and marketing plans,and any other information which the receiving party knows or has reason to know is,or which by its nature would reasonably be considered to be,confidential, proprietary or trade secret information of the other party. Without limiting the foregoing, Confidential Information of Veritone shall include the Platform,Services and all associated software and documentation,as well as Feedback or any results of the evaluation or testing of the Platform or Services. The receiving party shall at all times,both during the Term and for a period of three(3)years after its termination(or,in the case of the Platform,Services and any associated software or trade secrets,in perpetuity), keep in trust and confidence all Confidential Information of the disclosing party,and shall not(i)use such Confidential Information other than as expressly authorized under this Agreement or as required for the receiving party to perform its obligations under this Agreement, or(ii)disclose any Confidential Information of the disclosing party to third parties(other than to Veritone's third party service providers in connection with the performance of its obligations under this Agreement),without the disclosing party's prior written consent.The receiving party further agrees to immediately return to the disclosing party or destroy all Confidential Information(including all copies, extracts and summaries thereof) in the receiving party's possession, custody, or control upon the expiration or any termination of this Agreement.The obligations of confidentiality shall not apply to information which(a)has entered the public domain except where such entry is the result of the receiving party's breach of this Agreement;(b)prior to disclosure hereunder,was already in the receiving party's possession and not subject to any confidentiality obligations,as demonstrated by written evidence;(c)subsequent to disclosure hereunder is obtained by the receiving party on a non-confidential basis from a third party who has the right to disclose such information to the receiving party; or (d) has been independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information,as demonstrated by written evidence. 3 GLC-Rev 20210324(City of Arcadia 20211005) 10.2. Permitted Disclosures.The receiving party may make disclosures(i)as required by applicable law or the rules of an stock exchange on which such party's shares are then traded;or(ii)as compelled by court order issued by a court of competent jurisdiction provided that the receiving party subject to such court order (a) provides the disclosing party with prompt written notice of any such compelled disclosure,(b)uses diligent reasonable efforts to limit disclosure,(c)uses commercially reasonable efforts to obtain confidential treatment or a protective order in connection with the information subject to such compelled disclosure, and (d) allows the disclosing party to participate in any such proceeding. 11. Indemnification. 11.1. Licensee Indemnification of Veritone. Licensee will defend, indemnify and hold harmless Veritone and its subsidiaries, affiliates, successors,assigns,licensors,and their respective members,officers,directors,employees,licensors,agents,from and against any liability or expense,including,without limitation,any expenses,losses,damages,judgments,litigation costs and reasonable attorneys'fees,that Veritone may incur as a result of any claim, suit or proceeding brought against Veritone by any third party arising or resulting from (a)Licensee's breach of any representation,warranty, covenant or obligation contained in this Agreement;or(b)Licensee's use of the Platform or Services(including uploading, using, publishing, posting or otherwise sharing of the Licensee Content or any other data or content derived from the Platform or Services) in any manner that violates this Agreement or any laws, rules or regulations, or that misappropriates or infringes the rights(including Intellectual Property Rights)of any third party. 11.2.Veritone Indemnification of Licensee. Veritone will defend, indemnify and hold harmless Licensee and its subsidiaries, affiliates, successors,assigns,licensors,and their respective members,officers,directors,employees,licensors,agents,from and against any liability or expense,including without limitation,any expenses,losses,damages,judgments,litigation costs and reasonable attorneys'fees that Licensee may incur as a result of any claim, suit or proceeding brought against Licensee by any third party arising or resulting from (a)Veritone's breach of any representation,warranty,covenant or obligation contained in this Agreement;or(b)any allegation that the Platform or Services,or any part thereof, misappropriates or infringes upon any third party's Intellectual Property Rights,except to the extent such alleged or actual infringement is caused by(1)Licensee's use of the Platform or Services outside the scope of rights granted to Licensee or otherwise in violation of this Agreement,(2)Licensee's use of the Platform or Services in combination with the products of third parties(other than those approved in writing by Veritone),or(3)modification of the Platform or Services not performed or provided by Veritone,if the infringement would not have occurred but for such modification.If the Platform or Services,in whole in part,become or,in Veritone's opinion are likely to become,the subject of an infringement claim or action,Veritone may,at its option:(x)procure,at no cost to Licensee,the right for Licensee to continue using the Platform or Services; (y) replace or modify the Platform or Services to render them non-infringing,provided there is no material loss of functionality;or(z)if,in Veritone's reasonable opinion,neither(x)nor (y)above is commercially feasible,terminate this Agreement and refund any prepaid amounts for unused Services during the terminated portion of the Term.The foregoing states Veritone's sole obligation and Licensee's exclusive remedy in the event any such infringement claim or action is commenced or is likely to be commenced. 11.3. Conditions. The indemnifying party's indemnification obligations under this Section 11 are conditioned upon the indemnified party: (a)giving prompt notice of any such claim to the indemnifying party (except that any delay or failure to do so shall not relieve the indemnifying party of its obligations except to the extent the indemnifying party's ability to defend against such claims is materially prejudiced thereby);(b)granting sole control of the investigation,defense and settlement of each such claim or action to the indemnifying party (provided that the indemnifying party shall not settle any claim without the indemnified party's written approval unless such settlement includes an unconditional release of the indemnified party and does not impose any obligations on the indemnified party);and (c)providing reasonable cooperation to the indemnifying party and,at the indemnifying party's request and expense,assistance in the defense or settlement of the claim. The indemnified party shall have the right to participate in the defense of any claim with its own counsel at its own expense. 12. Warranties and Disclaimers. 12.1. Mutual Warranties.Each party represents and warrants to the other that:(i)it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or formation, and has full power, rights and authority to enter into this Agreement and carry out its obligations hereunder;(ii)the person executing this Agreement is authorized to do so on its behalf;(iii)this Agreement is valid and legally binding upon it; and (iv) the execution, delivery and performance thereof by such party does not conflict with any other agreement, instrument or understanding to which it is a party or by which it may be bound,nor would violate any applicable law or regulation. 12.2. DISCLAIMERS. THE PLATFORM,SERVICES AND ANY OTHER VERITONE PRODUCTS AND SERVICES ARE PROVIDED ON AN"AS IS"AND"AS AVAILABLE"BASIS.EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,VERITONE MAKES NO WARRANTY,EXPRESS OR IMPLIED,WITH RESPECT TO THE PLATFORM AND SERVICES,INCLUDING,WITHOUT LIMITATION,ANY WARRANTY AS TO THE ACCURACY OF PROCESSING RESULTS, ANY WARRANTY OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, AND WARRANTIES OF NON-INFRINGEMENT. VERITONE DOES NOT WARRANT THAT THE PLATFORM AND SERVICES ARE ERROR-FREE,WILL RUN UNINTERRUPTED,OR THAT ALL ERRORS CAN OR WILL BE CORRECTED.NO ADVICE OR INFORMATION,WHETHER ORAL OR WRITTEN,OBTAINED BY LICENSEE FROM VERITONE SHALL CREATE ANY SUCH WARRANTY. 12.3. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMERS,TO THE EXTENT THAT THE SERVICES LICENSED BY LICENSEE INCLUDE THE IDENTIFY APPLICATION AND/OR THE REDACT APPLICATION, LICENSEE ACKNOWLEDGES THAT THE IDENTIFY APPLICATION AND THE REDACT APPLICATION ARE INTENDED TO BE USED BY LICENSEE ONLY AS TOOLS TO SUPPORT REVIEW OF DIGITAL EVIDENCE IN CONNECTION WITH ITS INVESTIGATIONS,AND/OR REVIEW AND REDACTION OF AUDIO FILES AND/OR VIDEO FOOTAGE,AND THAT THE IDENTIFY APPLICATION AND THE REDACT APPLICATION AND THE RESULTS GENERATED THEREFROM SHOULD NOT BE CONSIDERED OR RELIED UPON AS A SUBSTITUTE FOR LICENSEE'S CUSTOMARY INVESTIGATIVE, REVIEW AND/OR REDACTION PROCEDURES, PROTOCOLS AND/OR REQUIREMENTS. LICENSEE ACKNOWLEDGES THAT THERE ARE INHERENT LIMITATIONS IN ARTIFICIAL INTELLIGENCE TECHNOLOGIES, AND VERITONE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, QUALITY, SUFFICIENCY OR 4 GLC-Rev 20210324(City of Arcadia 20211005) USEFULNESS OF THE RESULTS GENERATED BY THE IDENTIFY APPLICATION OR THE REDACT APPLICATION. LICENSEE IS SOLELY RESPONSIBLE FOR VERIFYING ALL RESULTS GENERATED BY THE IDENTIFY APPLICATION AND/OR THE REDACT APPLICATION AS PART OF ITS CUSTOMARY INVESTIGATIVE,REVIEW AND/OR REDACTION PROCEDURES. 12.4. LICENSEE ACKNOWLEDGES AND AGREES THAT THE INTERNET IS A PUBLIC NETWORK OVER WHICH VERITONE EXERTS NO CONTROL. VERITONE MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER,AND SHALL HAVE NO LIABILITY WHATSOEVER,WITH RESPECT TO THE ACCURACY,DEPENDABILITY,PRIVACY,SECURITY,AUTHENTICITY OR COMPLETENESS OF DATA TRANSMITTED OVER OR OBTAINED USING THE INTERNET OUTSIDE OF THOSE SYSTEMS AND NETWORKS CONTROLLED BY VERITONE,OR ANY INTRUSION,VIRUS,DISRUPTION, LOSS OF COMMUNICATION,LOSS OR CORRUPTION OF DATA,OR OTHER ERROR OR EVENT CAUSED OR PERMITTED BY OR INTRODUCED THROUGH LICENSEE'S OWN USE OF THE INTERNET. LICENSEE IS SOLELY RESPONSIBLE FOR IMPLEMENTING ADEQUATE FIREWALL, PASSWORD AND OTHER SECURITY MEASURES TO PROTECT ITS SYSTEMS, DATA AND APPLICATIONS FROM UNWANTED INTRUSION, WHETHER OVER THE INTERNET OR BY OTHER MEANS. 13. LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO(A) BREACHES OF EACH PARTY'S OBLIGATIONS UNDER SECTION 10(CONFIDENTIALITY), (B)AMOUNTS FINALLY AWARDED OR SETTLED IN A THIRD PARTY CLAIM FOR WHICH A PARTY IS RESPONSIBLE UNDER SECTION 11 (INDEMNIFICATION), AND (C) LICENSEE'S PAYMENT OBLIGATIONS: (1) NEITHER PARTY, INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AFFILIATES, SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOST DATA OR LOST PROFITS, OR COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,AND(2)NEITHER PARTY'S LIABILITY FOR DAMAGES ARISING OUT OF, RELATING TO OR IN ANY WAY CONNECTED WITH THIS AGREEMENT SHALL EXCEED THE INSURANCE REQUIREMENTS SET FORTH IN SECTION 11 OF THE CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO THIRD PARTY CLAIMS. 14. Miscellaneous. 14.1. Force Majeure. Except for the obligation to make payments of any Fees or any other amounts due hereunder,neither party will be liable for any failure or delay in its performance under the Agreement due to any cause beyond such party's control including acts of war, terrorism,acts of God,embargo,riot,sabotage,labor shortage or dispute,governmental act,or failure of the Internet,or any component comprising or operating the network infrastructure thereof(each,a"Force Majeure Event"),provided that the delayed party:(i)gives the other party prompt notice of such cause, and (ii) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If Veritone is unable to provide Service(s)for a period of sixty(60)consecutive days as a result of a continuing Force Majeure Event,either party may elect to terminate this Agreement. 14.2. Publicity. Except as required or compelled by applicable law, the rules of any stock exchange, or a court order issued by a court of competent jurisdiction,neither party will make any public statement regarding,or disclose,advertise or publish the terms and conditions of this Agreement without the prior written consent of the other party; provided, however, that Veritone may reference Licensee on Veritone's website,other marketing materials,investor relations materials,and as a customer in Veritone's SEC filings. 14.3. Notices; Electronic Communications. All notices to either party shall be in writing and delivered by hand, certified mail or overnight delivery service,or email to the addresses set forth in the License Agreement,or to such other address as either party shall provide by notice to the other party. Notices shall be deemed effective when delivered to the applicable address,unless any such notice is sent by email,in which event,notice shall be deemed effective upon confirmation of delivery by a"read receipt"or other such notice generated by the applicable email system,but in any event,by reply of the recipient of such notice. In connection with its use of the Platform and Services,Licensee consents to receiving communications from Veritone electronically.Veritone will communicate with Licensee by email or by posting notices on the Platform or through any Services.Licensee agrees that all notices,disclosures and other communications that Veritone provides to Licensee electronically satisfy any legal requirement that such communications be in writing. 14.4. General.This Agreement shall be governed by and construed in accordance with the laws of the State of California(other than the conflict of law rules)and subject to the sole jurisdiction of the courts sitting in Orange County,California. Notwithstanding the foregoing,nothing herein shall be deemed to limit the parties'rights to seek injunctive relief in any other court of law of competent jurisdiction.If any action arises under this Agreement,including,without limitation the interpretation or enforcement of any term of this Agreement,the prevailing party in any such action shall be entitled to recover its reasonable attorney's fees and related costs. This Agreement does not create any relationship other than Veritone as an independent contractor performing services covered by this Agreement and Licensee as the party contracting with Veritone for those services.No party is a partner or a legal representative of the other for any purpose whatsoever,nor is any party authorized to make any contract,agreement or warranty on behalf of any other party.Under no circumstance shall one party's employees be construed to be employees of the other party.Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party,except that either party may assign this Agreement in its entirety without the consent of the other party to an affiliate or to a successor entity in connection with any merger(by operation of law or otherwise),consolidation, reorganization, change in control, sale of all or substantially all of its assets related to this Agreement or similar transaction. This Agreement inures to the benefit of and shall be binding on the parties'permitted assignees,transferees and successors. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid,the parties nevertheless agree that the court should endeavor to give effect to the parties'intentions as reflected in such provision,and the other provisions of this Agreement remain in full force and effect. The failure of either party to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.This Agreement shall be fairly interpreted and construed in accordance with its terms and without strict interpretation or construction in favor of or against either party. Each party has had the opportunity to consult with counsel in the negotiation of this Agreement.Section headings are for reference purposes only,and should not be used in the interpretation hereof. No addendum,waiver, consent,modification,amendment or change of the terms of this Agreement shall bind either party unless in a writing that references this Agreement and is signed by duly authorized representatives of Licensee and Veritone. This Agreement may be executed in one or 5 GLC-Rev 20210324(City of Arcadia 20211005) more counterparts(including fax or email)each of which shall be deemed an original but all of which taken together shall be deemed one and the same instrument. 6 GLC-Rev 20210324(City of Arcadia 20211005)