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Crossroads Software/Online Traffic Access 09AGREEMENT FOR ON-LINE ACCESS TO TRAFFIC COLLISION REPORTS THIS AGREEMENT FOR ON-LINE ACCESS TO TRAFFIC COLLISION REPORTS (the "Agreement") is made and entered into by and between the CITY OF LA QUINTA, a California municipal corporation ("City" and CROSSROADS SOFTWARE, INC., a California corporation ("Crossroads"), as of this day of October, 2009. RECITALS A. Crossroads has proposed to host and manage a secure website for the dissemination of traffic collision reports to authorized persons and entities ("Services"). B. The City wishes to have Crossroads provide the Services as a convenience to residents of the City subject to the terms and conditions set forth in the Agreement. NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties agree as follows: INCORPORATION OF RECITALS 1.1 Recitals. The foregoing Recitals are true and correct and are hereby incorporated herein by this reference and are expressly made a part of this Agreement. 2. SERVICES 2.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Crossroads shall provide those services related to hosting, managing, and maintaining a secure website for the dissemination of traffic collision reports to authorized persons and entities as specified herein ("Services"). Crossroads warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services. 2.2 Crossroads Responsibilities. Crossroads shall perform the following: Crossroads shall host a secure website for dissemination of traffic collision reports to insurance companies, involved parties and other authorized entities (as determined by the Riverside County Sheriff s Department). 2. Crossroads shall manage a secure dedicated server hosted at an established data center with Virtual Private Network (VPN) management access. The server facility shall provide physical security, firewall technology, usage monitoring, strict password rules, tracking of failed login attempts, and encrypted data service with 128 bit Secure Sockets Layer (SSL) security. 3. Crossroads shall process requests received by mail for traffic collision reports, as well as download requests from the secure website. 2479/015610-0002 1037527.01 a09/22/09 - 4. Crossroads shall provide in-house resources to handle questions regarding access to traffic collision reports from insurance companies, involved parties and authorized entities (as determined by the Riverside County Sheriffs Department). Questions about access to traffic collision reports shall be handled by phone and via e-mail at Crossroads' offices on a timely basis. 5. In compliance with the guidelines provided by the Riverside County Sheriffs Department, Crossroads shall redact event fields associated with confidential information prior to the release of any traffic collision report. 6. Crossroads shall collect the sum of $5.00 on behalf of the City of La Quinta for each report provided to an approved insurance company, involved party or authorized entity. Crossroads shall accept check or a valid bank debit or credit card for payment of the applicable fees. If Crossroads accepts payment via a bank debit or credit card, Crossroads shall comply with the Payment Card Industry Data Security Standard established by the Payment Card Industry Security Standards Council (PCI SSC) for collecting debit or credit card information. Prior to commencement of this Agreement, Crossroads shall submit evidence to the City demonstrating that Crossroads has implemented security measures approved by the PCI SSC to prevent credit card fraud through increased controls around data and its exposure to compromise. Such evidence shall include proof that Crossroads' compliance has either been (i) assessed by an independent assessor known as a Qualified Security Assessor, or (ii) self -certified via a Self -Assessment Questionnaire, as appropriate 7. Crossroads shall remit to the City, by the 15`h of each month, revenue collected on the agency's behalf for all traffic collision reports requested during the preceding month. 8. Crossroads shall provide monthly accounting statements detailing the traffic collision report dissemination transaction for the preceding month. 9. Crossroads agrees that the City or its designated representatives shall have the right to review and to copy any accounting and banking records and supporting documentation pertaining to the performance of this agreement. Crossroads further agrees to allow the auditor(s) access to such records during normal business hours. 10. Crossroads shall provide City or its designated representative access to the Ecommerce website for administrative purposes and for collision lookup and access by authorized City personnel. 11. Crossroads will arrange to acquire any hard copy traffic collision reports on a daily basis (weekdays) at the Riverside County Sheriffs Department, 2479/015610-0002 1037527.01 a09/23/09 -2- Indio Station that are not being produced electronically using the Crossroads Collision Database System. 12. Crossroads shall execute data entry for all hard copy traffic collision reports that are not being produced in electronic format. Crossroads shall input scene information, conditions information, involved party and passenger information and all relevant fields needed for executing quality analysis of collision events and for indexing traffic collision reports for use in the Ecommerce website. The data shall be provided back to La Quinta for use in the analysis package on daily basis. 13. Crossroads shall provide ongoing maintenance and support of the Collision Database System, and provide City with updates to the most current versions as they become available. Crossroads shall execute the Street Name Verification and Geocoding of City's collision records and provide the updated information to City for use in their analysis functions in the Crossroads Collision Database System. 2.3 City's Responsibilities. The City shall be responsible for the following: 1. City or its designated representative shall make hard copy traffic collision reports available to Crossroads as they are approved on a daily basis (weekdays) for those reports not being produced in the Crossroads traffic collision report modules. 2. City or its designated representative shall provide an electronic transfer for those traffic collision records that are produced digitally. Crossroads shall provide and set up the software to accomplish the upload. 3. City shall refer all online Insurance Company traffic collision report requests to Crossroads. Subject to the guidelines and direction provided to Crossroads by the Riverside County Sheriffs Department (including any redaction requirements), City acknowledges that Crossroads may provide images of the traffic collision reports to documented insurance companies, other law enforcement agencies, and authorized individuals requesting these reports. 2.4 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the City of La Quinta and any Federal, State or local governmental agency of competent jurisdiction. 3. COMPENSATION 3.1 Crossroads' Compensation. As the sole consideration for the Services provided under to this Agreement, Crossroads will add a convenience fee of $10.00 (paid by the requestor) for each report disseminated by Crossroads, making the total cost to acquire an online traffic collision report $15.00. 2479/015610-0002 1037527.01 a09/23/09 -3- 4. MAINTENANCE 4.1 Maintenance. Throughout the term of the Agreement, Crossroads shall maintain the secure website for dissemination of traffic collision reports, and will provide ongoing maintenance and support for the software provided to City for use in creating traffic collision reports, and for executing collision analysis 5. PERFORMANCE 5.1 Time of Essence. Time is of the essence in the performance of this Agreement. 5.2 Performance. Crossroads shall perform all services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 5.3 Force Majeure. Neither party shall be liable for the failure to render any services required to be performed under this Agreement where such failure or delay is due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City, and unusually severe weather, if Crossroads shall within ten (10) days of the commencement of such delay notify the City in writing of the causes of the delay. The City shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the forced delay when and if in his or her judgment such delay is justified, and the City's determination shall be final and conclusive upon the parties to this Agreement. 6. INDEMNIFICATION AND INSURANCE 6.1 Indemnity. Crossroads shall defend, indemnify and hold harmless the City and its officers, employees, and agents (collectively, "City Indemnitees") from and against any and all of claims, causes of action, obligations, losses, liabilities, judgments, or damages, including reasonable attorneys' fees and costs of litigation (collectively "Claims") arising out of and/or in any way relating to the Crossroads' activities in the performance of the Services described in this Agreement, or to the Crossroads' acts and/or omissions in providing or administering the same, excepting only those claims, actions, obligations, losses, liabilities, judgments, or damages arising out of the sole negligence, active negligence or willful misconduct of the City Indemnitees. 6.1.1 In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding alleging negligent or wrongful conduct on the part of the Crossroads, the Crossroads shall provide a defense to the City Indemnitees, or at the City's option, reimburse the City Indemnitees on an ongoing monthly basis their costs of defense, including reasonable attorneys' fees, incurred in defense of such Claims. 6.1.2 In addition, the Crossroads shall be obligated to promptly pay any final judgment or portion thereof rendered against the City Indemnitees. 2479/015610-0002 1037527.01 a09/23/09 -4- 6.2 Insurance. Prior to the execution and throughout the duration of this Agreement, Crossroads shall maintain insurance in conformance with the requirements set forth below. Crossroads may use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Crossroads shall have it amended to do so. Crossroads acknowledges that the insurance coverage and policy limits set forth in this Section 6.2 constitute the minimum amount of coverage required. Any insurance proceeds in excess of the limits and coverage required in this Agreement and which is applicable to a given loss, will be available to City in the event of a loss covered by this Agreement. Crossroads shall provide the following types and amounts of insurance: (a) Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01, with an edition date prior to 2004, or the exact equivalent. Coverage for an additional insured shall not be limited to its vicarious liability. Defense costs must be paid in addition to limits. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate. (b) Workers' Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident for all covered losses. (c) Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including owned, nonowned and hired autos, or the exact equivalent. Limits shall be no less than $1,000,000 per accident, combined single limit. If Crossroads owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Crossroads or Crossroads' employees will use personal autos in any way on this project, Crossroads shall obtain evidence of personal auto liability coverage for each such person. (d) Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Such policy or policies shall include as insureds those covered by the underlying policies, including additional insureds. Coverage shall be "pay on behalf," with defense costs payable in addition to policy limits. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Crossroads, subcontractors or others involved in the provision of services under this Agreement. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. 6.2.1 Crossroads agrees to provide evidence of the insurance required herein, satisfactory to the City, consisting of: (a) certificate(s) of insurance evidencing all of the coverages required and, (b) an additional insured endorsement to Crossroads' general liability policy using ISO Form CG 20 10 with an edition date prior to 2004. The additional insured endorsement shall expressly name the City, its officers, employees, and as additional insureds on 2479/015610-0002 1037527.01 a0923/09 -5- the policy (ies) as to commercial general liability bodily injury and property damage coverages and automobile coverages with respect to liabilities arising out of Crossroads' performance of the Services under this Agreement. 6.2.2 Proof of compliance with these insurance requirements, consisting of endorsements and certificates of insurance, shall be delivered to City prior to Crossroads commencing performance of any of the Services described in this Agreement. 7. TERM AND TERMINATION 7.1 The term of this Agreement shall commence on October 12009, and shall continue in full force and effect unless sooner terminated as provided in Section 7.2 below. 7.2 Either party may terminate this Agreement for any reason without penalty or obligation on thirty (30) calendar days written notice to the other party. 8. MISCELLANEOUS PROVISIONS 8.1 Non -liability of City Officers. No officer or employee of City shall be personally liable to Contractor, or any successor in interest, in the event or any default or breach by City or for any amount which may become due to Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Notices. Any notice, demand, request, consent, approval, communication either party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this section. Notices may be sent to the following addresses: If to City: City of La Quinta Attn: Asst City Manager-Mgmt Services P.O. Box 1504 78-495 Calle Tampico La Quinta, CA 92247-1504 Fax (760) 777-7101 If to Crossroads: Crossroads Software, Inc. 210 W. Birch St. #207 Brea, CA 92821 Fax (714) 990-5628 8.3 Integrated Agreement. This Agreement, and any other documents incorporated herein by specific reference, represents the entire and integrated agreement between Consultant and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. 2479/015610-0002 1037527.01 a10/12/09 -6- 8.4 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing signed by both parties. 8.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. 9. SIGNATURE IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. ATTEST: By: Veronica Montecino, City Clerk APPROVED AS TO FORM: By: A` M. lCathchne Jenson—,MyAttomey CITY OF LA QUINTA By: ,/r �✓�1�e Thomas P. Genovese, City Manager CROSSROADS SOFTWARE, INC.* By: S::t�Lt Name: J c C'O e— Title: C ck� By: Name: Title: Yi,sl�jUrtr (* Please note, two signatures required for corporations pursuant to California Corporations Code Section 313.) 2479/015610-0002 1037527.01 a09/23/09 -7- �ACORD CERTIFICATE OF LIABILITY INSURANCE DAA"AnDDmYYI ATE (MM D JOHN L EKNO I ONLY AND CONFERS NO RIGHTS UPON TH CERTIF EKNO INSURANCE AGENCY HOLDER. THIS CERTIFICATE DOES NOT AME EXTE� 210 WRCH #205 ALTER THE COVERAGE AFFORDED BY THE PC LICIES Ell � BREA A 92821 j INSURERS AFFORDING COVERAGE NAIC # wsuRED wsuRERA: TRUCK INSURANCE EXCHANGE 21709 CROSSROADS SOFTWARE, INC. : INSURER B: FARMERS INSURANCE EXCHANGE 21652 210 W BIRCH ST #207 DISURERC: MID-CENTURY INSURANCE EXCHANGE t28673 BREA CA 92821 COVFRAOFA THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. N ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE M MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CON POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TWITHSTANDING Y BE ISSUED OR ITIONS OF SUCH INSR ti0' POLICY NUMBER POUCYEFFECTWE M P0UCYEXPIRATION DATE M LIMITS GENERAL LIABILITY EACHOCCURRENCE 1 000,000 B X X COMMERCIALGENERAL LIABILITY CLAIMSMADE ❑OCCUR 60439-58-45 08/29/09 08/2912010 DAMAGE TO PREMISES RENTIarICO _ 5,000 MED EXP(My one Person) $ ,000 PERSONAL a ADV INJURY S .000,000 GENERAL AGGREGATE S ,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS -COMPIOP AGG S .000,000 POLICY PRO- LOC AUTOMOBILEUABtUTY - ANY AUTO COMBINED SINGLE LIMIT (Ea accident) $ ,000,000 ALL OWNED AUTOS SCHEDULEDAUTOS BODILY INJURY (PBr Person) $ B B X X HIRED AUTOS NON-DWNEO AUTOS 60439.58-45 60439-58.45 08/29/2009 08129/2009 08/29/2010 08/2912010 BODILY INJURY (Per acadent) $ PROPERWOAMAGE (Per accident) S GARAGELIABILITY AUTO ONLY - EA ACCIDENT S OTHERTHAN EA ACC $ ANYAUTO $ AUTO ONLY: AGO EXCESSAIMBRELLALIABILITY OCCUR CLAIMS MADE EACH OCCURRENCE $ AGGREGATE $ S $ DEDUCTIBLE S RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOWPARTNERrEXECUTIVE WCSTATUOTH- I RY LIMITSR E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE S OFFICEWMEMBER EXCLUDED! If yes, dnsalee anger SPECIAL PROVISIONS BeloN E.L. DISEASE. POLICY LIMIT I $ OTHERI DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS SOFTWARE DEVELOPMENT AND DESIGN NAME 4 jCERTIFICATE HOLDER BELOW ALSO LISTED AS ADDITIONAL INSURED CERTIF ..ATE HOI DFR CANCFI I ATIAM CITY OF LA QUINTA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLEDBEFO IETHE EXPIRATION ATTN: ASST CITY MANAGER-MGMT SERVICES DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN P.O, BOX 1504 NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BVTFAILUFE TO DO SO SHALL 78495 CALLE TAMPICO IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURI R. ITS AGENTS OR LA QUINTA CA 92247-1504 REPRESENTATIVES. AUTHORIZED REPRES ATV �L ACORD 25 (2001/08) — © ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must on this certificate does not confer rights to the certificate holder in lieu of such e If SUBROGATION IS WAIVED, subject to the terms and conditions of the p4 require an endorsement. A statement on this certificate does not confer holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not coy the issuing insurer(s), authorized representative or producer, and the cer affirmatively or negatively amend, extend or alter the coverage afforded by I endorsed. A certain policies s to the certii te a contract between to holder, nor does it policies listed thereon. Pdicy►umbec 60439-58-45 Efle l llak 08/2'., 9 Policy Fomm and Bwimwmwft adadied at lnoepdon: E0148-ED1 E0150-ED7 E4034-EDI E3451-EDI BP000201 S DPOOO60197 BP00090197 BPO4170196 UP04340197 BPO43901 4 SP04550197 E0207-ED1 E6036-ED1 25-2110 25-2614 59934-ED2 25-2191 E3342-ED1 E4009-ED4 S9936-ED BPOS140103 E2028-ED2 E3027-ED1 J6316-ED1 J6345-ED E6289-ED1 E2042-ED1 J6353-ED1 RP04300196 36351-ED J6300-ED2 E2010-ED2 E3402-ED1 S9941-ED1 S9945-ED 562377-ED1 J6577-ED1 Countersigned BY Mato) wain 3 I a m P�q 3 or 3 POLICY NUMBER 60439-58-45 0 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULILY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS POLICY SCHEDULE' Name Of Person Or Organization: CITY OF LA QUINTA ATTN: ASST CITY MANAGER-MGMT SERVICES Information required to complete this Schedule, if not shown on this endorsement. will Declarations The following is added to Paragraph C. Who Is An Insured in the Businessowners Liability Coverage Form 4. Any person or organization shown in the Sched- ule is also an insured, but only with respect to liability arising out of your ongoing operations or premises owned by or rented to you shown in the SP 04 48 01 97 Copyright. Insurance Services Office. Inc.. 1997 Rage 1 of 1