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HomeMy WebLinkAboutItem 09i - Public Messaging Platform Software STAFF REPORT POLICE DEPARTMENT DATE: October 7, 2025 TO: Honorable Mayor and City Council FROM: Roy Nakamura, Chief of Police By: Amber Abeyta, Management Analyst SUBJECT: PURCHASE ORDER AND PROFESSIONAL SERVICES AGREEMENT WITH VERSATERM PUBLIC SAFETY US, INC. FOR THE VERSATERM COMMUNITYCONNECT PUBLIC MESSAGING PLATFORM FOR A THREE- YEAR TERM, WITH THE OPTION OF THREE ONE-YEAR RENEWALS, IN AN AMOUNT NOT TO EXCEED $49,280 CEQA: Not a Project Recommendation: Approve SUMMARY In 2022, the Police Department acquired Versaterm CommunityConnect (previously known as SpidrTech), a public messaging platform related to calls for service offered by Versaterm Public Safety US, Inc. (“Versaterm”). This software provides a comprehensive suite of tools designed to enhance public safety and boost community engagement. Since its launch, the CommunityConnect platform has been purchased on an annual basis. Given its reliability and effectiveness, the Police Department is interested in establishing a long-term Professional Services Agreement with Versaterm, beginning October 26, 2025, to October 25, 2028, with the option of three one-year renewals. It is recommended the City Council approve a sole source Purchase Order and Professional Services Agreement with Versaterm Public Safety US, Inc. for the Versaterm CommunityConnect public messaging platform for a three-year term, with the option of three one-year renewals, in an amount not to exceed $49,280. It is further recommended that the City Council delegate the authority to approve future renewals under this agreement to the City Manager, provided that any financial increases remain within recognized inflationary levels. Versaterm Professional Services Agreement October 7, 2025 Page 2 of 6 BACKGROUND Versaterm is a global company founded by former law enforcement officers, dedicated to helping agencies leverage their own data to improve public perception, increase efficiency, and provide excellent customer service. In 2022, the Police Department acquired the Versaterm CommunityConnect platform, designed to incorporate relevant data from the Police Department’s Records Management System (“RMS”) and the Computer Aided Dispatch (“CAD”) system, to automatically generate and send customized text and email messages to victims of crime and reporting parties. Subsequently, recipients receive mobile-friendly surveys designed to measure community trust and satisfaction. The CommunityConnect platform has three modules: 1. Patrol Module – Integrates with CAD to automatically send text messages to reporting parties after a CAD event is generated. A customized message based on the CAD event type provides the caller with the receipt for their call. Helpful information is included, such as a link to online reporting and a non- emergency number to call, if the reporting party has an update. A notable feature of this module is delayed arrival messages that automatically update a caller if an officer has not marked themselves on scene within a set time. For example, after 20 minutes of a queued “loud party call”, the CommunityConnect platform sends an automated text message to the reporting party, informing them of the high call volume, and that an officer will respond as soon as possible. When there is a delay in service, proactively sending the reporting party the status of an officer response helps set expectations and prevent frequent callbacks that occupy dispatch lines and resources. 2. Investigation Module - Integrates with RMS to automatically generate and send customized text and email messages to victims of a crime. For specific crime categories, the system sends the victim a tailored message that includes critical report information, including, but not limited to: • Date and time of report filing • General category of the crime Versaterm Professional Services Agreement October 7, 2025 Page 3 of 6 • Name of officer • Report number • Who to contact and when • Next steps in the investigation • Investigation criteria • Crime prevention tips • Crime definitions • Victim resource information • Advocacy information • Community information • Social media links • Upcoming events These messages aim to decrease administrative calls to the Records and Investigation Divisions by proactively providing the most requested information. 3. Insights module - Following an interaction with the Department, surveys are delivered to the reporting party or crime victim via e-mail and/or text message. These surveys enable the Police Department to benchmark and track community perception. It’s important to note that these surveys are sent based on an incident, allowing the Police Department to measure community interaction independently. This is different from public sentiment surveys, which include survey responses from individuals who have never interacted with the Police Department. In 2024 the Police Department sent a total of 50,760 Short Message Service (“SMS”) messages. A summary of the messages is provided below, and detailed information is provided in the 2024 Annual Business Review (Attachment No. 1). Versaterm Professional Services Agreement October 7, 2025 Page 4 of 6 DISCUSSION The Police Department’s experience with the CommunityConnect platform has been positive. While the platform is as a valuable resource overall, the survey component provides feedback on the Police Department’s performance, serving as a key tool that offers helpful insights into public perception and satisfaction. By collecting feedback from community members, the Police Department can identify strengths and areas for improvement, ensuring that service aligns with community needs and expectations. Versaterm is the exclusive provider of CommunityConnect public safety software. No third party has permission to perform maintenance, edit, or alter the source code. Furthermore, there are no other companies that offer products comparable to the CommunityConnect Insight Module, Investigations Module, and Patrol Module, CDM – CAD Disposition Messages VAM – Victim Acknowledgement Messages IUM – Investigation Update Messages Versaterm Professional Services Agreement October 7, 2025 Page 5 of 6 combined. Therefore, utilizing a sole source purchase order is necessary for this product. ENVIRONMENTAL ANALYSIS The proposed action does not constitute a project under the California Environmental Quality Act (“CEQA”), based on Section 15061(b)(3) of the CEQA Guidelines, as it can be seen with certainty that it will have no impact on the environment. FISCAL IMPACT The cost for the three-year period totals $49,280 (rounded): Year 1 - $15,329, Year 2 - $16,400, and Year 3 - $17,547. Sufficient funds for Year 1 costs have been budgeted and approved in the Department’s Fiscal Year 2025-26 Operating Budget. Future year costs will be included in the Department’s annual operating budget requests. RECOMMENDATION It is recommended the City Council determine that this action does not constitute a project under the California Environmental Quality Act (“CEQA”); and approve, authorize, and direct the City Manager to execute a Purchase Order and Professional Services Agreement with Versaterm Public Safety US, Inc. for the Versaterm CommunityConnect public messaging platform for a three-year term, with the option of three one-year renewals, in an amount not to exceed $49,280. It is further recommended that the City Council delegate the authority to approve any such one- year renewals to the City Manager, without having to return to the City Council for further authorization, provided that any financial increases remain within recognized inflationary levels. Versaterm Professional Services Agreement October 7, 2025 Page 6 of 6 Attachment No. 1: 2024 Annual Business Review Attachment No. 2: Proposed Professional Services Agreement ARCADIA POLICE DEPARTMENT Annual Business Review 2024 1 Prepared By: Tom Marin, Partner Success Manager Tom.marin@versaterm.com $WWDFKPHQW Attachment No. 1 Summary www.spidrtech.com The Arcadia Police Department sent a total of 50,760 SMS Messages from the period of January 1st, 2024, through December 31st, 2024. 2 15,090 1,328 12,893 1,094 165 265 10,044 752 116 9,013 0 4000 8000 12000 16000 CAD Acknowledgement Delayed Arrival CDM VAM Arrest Notifications IUM CAD Survey Invite VAM Survey Invite IUM Survey Invite Survey Reminders The top sent CAD Acknowledgement Messages are broken down by crime category. This is how many were sent per category. 3 The top sent CAD Delayed Arrival Messages are broken down by crime category. This is how many were sent per category. 4 The top sent CAD Disposition Messages are broken down by crime category. This is how many were sent per category. 5 CAD Survey Question: How satisfied are you with the professionalism of the communications personnel with whom you interacted? Monthly Score 4.60 4.59 4.46 4.53 4.52 4.61 4.59 4.70 4.66 4.59 4.57 4.61 2.50 5.00 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 6 2024 Average: 4.59 CAD Survey Question: How satisfied are you with the professionalism of the Arcadia Police Officer with whom you interacted, even if you did not agree with the outcome? Monthly Score 4.75 4.65 4.72 4.67 4.75 3.88 4.77 4.82 4.71 4.67 4.83 4.80 0.00 2.50 5.00 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 7 2024 Average: 4.74 All Victim Acknowledgement Messages are broken down by crime category. This is how many were sent per category. 8 Victim Survey Question: Overall, how satisfied were you with the Arcadia Police Department? Monthly Score 4.62 4.63 4.65 4.67 4.75 3.88 4.25 4.42 4.83 4.72 4.10 4.38 0.00 2.50 5.00 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 9 2024 Average: 4.49 All Investigation Update Messages are broken down by status update. This is how many were sent per category. 10 1 Updated Feb. 2020 CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT REGARDING THE PURCHASE OF VERSATERM COMMUNITYCONNECT PUBLIC SAFETY SOFTWARE This Agreement is made and entered into as of ________________, 20____ 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 Versaterm Public Safety US, Inc.., a Delaware Corporation with its principal place of business at 1 North MacDonald, Suite 500, Mesa, Arizona 85201 (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: Purchase of Versaterm CommunityConnect Public Safety Software (hereinafter referred to as “the Project”). B.Consultant is duly licensed and has the necessary qualifications to provide such services. C.The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. AGREEMENT NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. Services. Consultant shall provide the City with the services described 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 services 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 sum of forty-nine thousand, two hundred eighty dollars and zero cents [$49,280 ] over the initial three-year period as defined in Section 5, Term 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. A payment shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payment to Consultant for work performed will be made as one lump sum. 3.Additional Work. 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 Attachment No. 2 2 Updated Feb. 2020 manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. 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 26, 2025, to October 25, 2028, with the option of three, one-year renewals, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement. 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. Compliance with Law. a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement. 8. Standard of Care 3 Updated Feb. 2020 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. 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) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Agreement (8) Property Damage (9) Independent Consultants Coverage 4 Updated Feb. 2020 (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. (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 5 Updated Feb. 2020 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 (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 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. 6 Updated Feb. 2020 (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 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. i. 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 7 Updated Feb. 2020 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. (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. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers. b. To the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s obligations under the above indemnity shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, but shall not otherwise be reduced. If Consultant’s obligations to defend, indemnify, and/or hold harmless arise out of Consultant’s performance of “design professional services” (as that term is defined under Civil Code section 2782.8), then upon Consultant obtaining a final adjudication that liability under a claim is caused by the comparative active negligence or willful misconduct of the City, Consultant’s obligations shall be reduced in proportion to the established comparative liability of the City and shall not exceed the Consultant’s proportionate percentage of fault. 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 8 Updated Feb. 2020 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), 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. Termination or Abandonment a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and 9 Updated Feb. 2020 specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work. b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. 18 Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. 19. Organization Consultant shall assign Melissa Castro as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. 20. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above. 21. 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: City of Arcadia 240 West Huntington Drive Arcadia, CA 91066 Attn: Roy Nakamura, Chief of Police Arcadia Police Department CONSULTANT: Versaterm Public Safety US, Inc. 1 North MacDonald, Suite 500 Mesa, Arizona 85201 Attn: Tom Marin, Partner Success Manager and shall be effective upon receipt thereof. 22. Third Party Rights 10 Updated Feb. 2020 Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. 23. 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. 24. 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. 25. Severability The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the provisions unenforceable, invalid or illegal. 26. 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, 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. Any attempted assignment without such consent shall be invalid and void. 27. Non-Waiver None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specifically specified in writing. 28. Time of Essence Time is of the essence for each and every provision of this Agreement. 29. 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. 30. Prohibited Interests 11 Updated Feb. 2020 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] 12 Updated Feb. 2020 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF ARCADIA AND VERSATERM PUBLIC SAFETY US, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF ARCADIA VERSATERM PUBLIC SAFETY US, INC. By: By: Dominic Lazzaretto City Manager Date: ATTEST: By: Date: City Clerk APPROVED AS TO FORM By: By: By: Michael J. Maurer City Attorney John Faulkner Chief Financial Officer in Finance and Legal Warren Loomis CEO in Executive CONCUR: Roy Nakamura Chief of Police 13 Updated Feb. 2020 EXHIBIT A Scope of Services Consultant shall provide the services outlined in the attached Service Schedule. Versaterm Public Safety US, Inc. (referred to hereafter as “Versaterm”) 1 North MacDonald, Suite 500 Mesa, Arizona USA 85201 Email address for notices: legal@versaterm.com SERVICE SCHEDULE Arcadia Police Department (CA) 240 West Huntington Drive Arcadia, CA 91007, United States jlachenmyer@arcadiaca.gov (referred to hereafter as “Customer”) Invoices shall be sent to 240 West Huntington Drive Arcadia, CA 91007, United States Attention: Arcadia Police Department (CA) Email: abeyta@arcadiaca.gov Is a purchase order required? Yes Initial Subscription Term: 12 months commencing upon this date: October 26, 2025 Item Quantity Price per Unit Net Total Subscription Term CommunityConnect Platform: Insights Module 72 $70.97 $5,109.84 Year 1: 10.26.2025 to 10.25.2026 CommunityConnect Platform: Investigations Module; Includes Portal Feature. 72 $70.97 $5,109.84 Year 1: 10.26.2025 to 10.25.2026 CommunityConnect Platform: Patrol Module 72 $70.97 $5,109.84 Year 1: 10.26.2025 to 10.25.2026 CommunityConnect Platform: Insights Module 72 $75.93 $5,466.96 Optional Year 2: 10.26.2026 to 10.25.2027 CommunityConnect Platform: Investigations Module; Includes Portal Feature. 72 $75.93 $5,466.96 Optional Year 2: 10.26.2026 to 10.25.2027 CommunityConnect Platform: Patrol Module 72 $75.93 $5,466.96 Optional Year 2: 10.26.2026 to 10.25.2027 CommunityConnect Platform: Insights Module 72 $81.24 $5,849.28 Optional Year 3: 10.26.2027 to 10.25.2028 CommunityConnect Platform: Investigations Module; Includes Portal Feature. 72 $81.24 $5,849.28 Optional Year 3: 10.26.2027 to 10.25.2028 CommunityConnect Platform: Patrol Module 72 $81.24 $5,849.28 Optional Year 3: 10.26.2027 to 10.25.2028 Total: $49,278.24 The amounts indicated above are exclusive of sales taxes Year 1: 10.26.2025 to 10.25.2026 = $15,329.52 Optional Year 2: 10.26.2026 to 10.25.2027 = $16,400.88 Optional Year 3: 10.26.2027 to 10.25.2028 = $17,547.84 *Note: The Price Per Unit for future Subscription Terms is governed by Section 8.7 of the Master Service Agreement. INVOICING Versaterm shall invoice the Customer for the above Subscription Fees for the Subscription Services at the beginning of the Initial Subscription Term and annually on each anniversary date for the duration of the Subscription Term. SPECIFIC SUBSCRIPTION SERVICES/SERVICES The following terms apply to the software and service(s) identified above. Community Connect 1. Service Level Agreement A. Up-time Availability. During the Term, Versaterm’s API will be operational and available to the Customer at least 99.9% of the time in any calendar month. Note that even during API downtime, once the API availability is re-established, Versaterm will receive all data since the last time the API was available. The Versaterm Platform will generate and send any messages that can still be responsibly sent. B. Downtime. Customer agrees that from time to time the Service may be inaccessible or inoperable for various reasons, including (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Versaterm may undertake from time to time; or (iii) causes beyond the control of Versaterm or which are not reasonably foreseeable by Versaterm (collectively “Downtime”). Versaterm shall use commercially reasonable efforts to provide twenty-four (24) hour advance notice to Customer in the event of any scheduled Downtime. Versaterm shall use commercially reasonable efforts to minimize any disruption, inaccessibility and/or inoperability of the service in connection with Downtime, whether scheduled or not. 2. Support Services A. Versaterm shall establish, sufficiently staff, and maintain the organization and processes necessary to provide telephone and/or email-based technical support, troubleshooting, error identification, isolation and remediation, and other assistance directly to the Customer and its authorized users.  B. Versaterm will provide the Customer with any resource containing information that will aid in problem and error resolution and correction, as well as any other technical resources made electronically available to any of Versaterm’s other customers.  3. Response Times A. Customer may raise a support issue with Versaterm – CommunityConnect product group, by emailing support@spidrtech.com or phoning 877-746-8276. Versaterm shall endeavor to respond in a timely fashion based on the priority and description highlighted below. It is recommended to phone for priority 0. B. Versaterm is deemed to have responded when it has replied to the Customer’s initial request. This may be in the form of an email or telephone call, to either provide a solution, request further information, or propose an ETA for a solution.  C. Initial target response times depend on the priority of the item(s) affected and the severity of the issue. They are shown in the table below:  Priority Response Time Description Priority 0 < 1 hour Compete Degradation – Impacts entire agency. CommunityConnect Tech API completely unavailable Priority 1 < 2 hours Significant degradation – critical functional unavailable, business impacting. Incorrect/misleading messages Priority 2 1 business day Limited degradation: minor functionality unavailable, business processes can continue. Message schedule and timelines Administrative interface issues Priority 3 Best Effort Very minor degradation: no business process impact Priority 4 Best Effort General support requests such as configuration changes D. Response times apply to typical business hours. Commercially reasonable efforts will be used for cases after normal business hours and on holidays, as necessary to support Versaterm’s obligations under the Service Schedule. Complete outages are monitored and acted upon 7x24x365. 4. Resolution times  A. Versaterm shall endeavor to use commercially reasonable effort to resolve problems as swiftly as possible. Versaterm does not guarantee resolution times. 5. Security A. Versaterm performs background checks on all employees, including criminal records checks in accordance with the residency of the employee, sex offender registry checks, motor vehicle records, and credit history (as permitted by law) in addition to identity verification and work authorization checks. All employees are required to take annual security training and may be required to take additional security training based on their authority to access specific information or information systems. Additional background checks required by a Customer can be accommodated on prior notice at Customer’s time and expense. Project or Service delays due to acquiring Customer-specific background checks are not included in the calculation of response times and availability under this service schedule. B. Where Versaterm has ongoing access to Criminal Justice Information (CJI), such access shall be limited to those employees who have or are escorted by those who have passed a fingerprint-based background check as required by the Criminal Justice Information Systems (CJIS) Security Policy. Customer agrees to escort Versaterm personnel for access to CJI on Customer’s premises or when temporary access to CJI is necessary. C. Customer acknowledges and agrees that CommunityConnect Tech Services are hosted by Amazon Web Services (AWS) GovCloud. Information on AWS security compliance programs is available at: https://docs.aws.amazon.com/govcloud-us/latest/UserGuide/govcloud-compliance.html. Documentation describing Versaterm’s deployment on AWS GovCloud is available on request. D. Versaterm will and does not install, own, or manage any equipment within your agency’s network. Our Services are hosted in the cloud, and the networks talk to each other via a secure Virtual Private Network (VPN) or API. E. For the provision of the Subscription Services Versaterm utilizes a Federal Information Processing Standard (FIPS) 140-2 compliant encryption method to encrypt CJI at rest, including database backups and volumes. F. Email services for the agency subdomain are secured using Sender Policy Framework (SPF) and Domain Keys Identified Mail (DKIM) records. Web services are secured using Secure Sockets Layer (SSL) certificates and Transport Layer Security (TLS) connections. G. Customers acknowledge that user role security can be optimized by using the agency's Single Sign On (SSO) provider which can include multi-factor authentication. 6. Professional Services (if applicable) A. The Professional Services related to the implementation of the Software are further defined in the Statement of Work appended to this Service Schedule as Schedule A. i. This “Service Schedule” is entered into as of , the date of the last signature set forth on the signature page hereto (the “Effective Date”), by and between Versaterm Public Safety US, Inc. and Customer. The Service Schedule and its schedules (if applicable) are incorporated into that certain Master Software and Services Agreement between Customer and Versaterm ("MSA"). The terms and conditions that are specific to this Service Schedule are set forth herein. In the event of a conflict between the provisions of this Service Schedule and the Master Agreement, the provisions of Section 2 a) of the MSA shall control such conflict. Each person signing this Service Schedule has the full authority to execute this Service Schedule. Versaterm Public Safety US, Inc.: Arcadia Police Department (CA): By: [versatermAuthorizedSigningOf ficerSignature_e5otUpA] By: [counterpartySignerSignature_by PkLHN] (Signature) (Signature) Name: [versatermAuthorizedSigningOf ficerSignerName_5cwLsyF] Name: [counterpartySignerName_ULPt3 sc] (Printed Name) (Printed Name) Title: [versatermAuthorizedSigningOf ficerSignerTitle_50n5h5R] Title : [counterpartySignerTitle_FguLTG y] Date: [versatermAuthorizedSigningOf ficerDateField_DxJcNdt] Date: [counterpartySignerDateField_TP anhNq] 14 Updated Feb. 2020 EXHIBIT B Schedule of Charges/Payments Consultant will invoice City on an annual basis for subscription services for the first three-year term as outlined in the attached quote dated April 3, 2025. Versaterm Public Safety US, Inc. 1 North MacDonald, Suite 500 Mesa, Arizona USA 85201 1-Year Service Term, with 2-Optional Years Invoicing Notes: USD 49,278.24Grand Total USD 49,278.24Subtotal 3 YearContract Term Net 30Net Terms USDQuote Currency 240 West Huntington Drive Arcadia CA 91007 United States Bill To +1 626-574-5400Phone Arcadia Police Department (CA)Account Name 2025-10-24Expiration Date 2025-04-03Created Date 00008321Quote Number tom.marin@versaterm.comEmail Tom MarinPrepared By Arcadia Police Department (CA) - Insights, Investigations & Patrol Contract Renewal - 3-Year Quote Name Company Information Customer Information Quote Line Items Quote Description Quantity Sales Price Subtotal Line Item Description CommunityConnect Platform: Insights Module 72.00 USD 70.97 USD 5,109.84 Year 1: 10-26-2025 to 10-25-2026 CommunityConnect Platform: Investigations Module; Includes Portal Feature.72.00 USD 70.97 USD 5,109.84 Year 1: 10-26-2025 to 10-25-2026 CommunityConnect Platform: Patrol Module 72.00 USD 70.97 USD 5,109.84 Year 1: 10-26-2025 to 10-25-2026 CommunityConnect Platform: Insights Module 72.00 USD 75.93 USD 5,466.96 Optional Year 2: 10-26-2026 to 10-25-2027 CommunityConnect Platform: Investigations Module; Includes Portal Feature.72.00 USD 75.93 USD 5,466.96 Optional Year 2: 10-26-2026 to 10-25-2027 CommunityConnect Platform: Patrol Module 72.00 USD 75.93 USD 5,466.96 Optional Year 2: 10-26-2026 to 10-25-2027 CommunityConnect Platform: Insights Module 72.00 USD 81.24 USD 5,849.28 Optional Year 3: 10-26-2027 to 10-25-2028 CommunityConnect Platform: Investigations Module; Includes Portal Feature.72.00 USD 81.24 USD 5,849.28 Optional Year 3: 10-26-2027 to 10-25-2028 CommunityConnect Platform: Patrol Module 72.00 USD 81.24 USD 5,849.28 Optional Year 3: 10-26-2027 to 10-25-2028 Totals Invoicing Procedures Versaterm Public Safety US, Inc. 1 North MacDonald, Suite 500 Mesa, Arizona USA 85201 Signature: _____________________________________ Name: _____________________________________ Title: _____________________________________ Date: _____________________________________ Is a Purchase Order required for the purchase or payment of the products on this Quote? Yes [ ] No [ ] The customer’s purchase order terms will be governed by the parties’ existing mutually executed agreement or, in the absence of such, are void and will have no legal effect. PO Number: _______________________________________ Initials: _______________________________________ Fees will be payable within 30 days of invoicing. Please note that the Sales Price shown above has been rounded to the nearest two decimal places for display purposes only. The actual price may include as many as five decimal places. For example, an actual price of $21.37656 will be shown as a Unit Price of $21.38. The Total for this quote has been calculated using the actual prices for the product and/or service rather than the Sales Price displayed above. Prices shown do not include any taxes that may apply. Any such taxes are the responsibility of the Customer. This is not an invoice. For customers based in the United States or Canada, any applicable taxes will be determined based on the laws and regulations of the taxing authority(ies) governing the "Bill To" location provided by the Customer on this Quote. TERM: The products and services listed under this renewal quote shall be governed by the existing agreement(s) as between Customer and Versaterm Public Safety US, Inc. By signing this renewal quote, the Customer is hereby bound to renew the service for the period described and/or to purchase the products listed for the grand total stated herein. A signed renewal quote transmitted through email is valid and binding even if an original paper document bearing the customer's original signature is not delivered. Year 1: 10-26-2025 to 10-25-2026 = $15,329.52 Optional Year 2: 10-26-2026 to 10-25-2027 = $16,400.88 Optional Year 3: 10-26-2027 to 10-25-2028 = $17,547.84 Terms and Conditions Billing Information Purchase Order Information (Customer to complete) Quote Acceptance 15 Updated Feb. 2020 EXHIBIT C Activity Schedule Services shall continue uninterrupted and shall commence for a three-year period from October 26,2025 to October 25, 2028.