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CONTRACT 7603 Vender AgreementAgreement No. 7603 We have prepared a quote for you TCES - Swim Rec Cameras with 1 Year Retention: 5 Year - Prepared for: The City of El Segundo Todd Selby TSelby@elsegundo.org Products Item Description Price Qty Ext. Price CD63-512E-HW CD63-E Outdoor Dome Camera, 512GB, 30 Days Max $1,184.98 6 $7,109.88 CF83-512E-HW CF83-E Outdoor Fisheye Camera, 512GB, 30 Days Max $1,122.58 1 $1,122.58 LIC-CAM-SY-CAP 5-Year Camera License, Capacity Increase $623.38 7 $4,363.66 LIC-CLD-30-5Y- 5-Year Cloud Storage License - 30 Day, Capacity Increase $311.38 77 $23,976.26 CAP VK-SH Shipping & Handling $142.80 1 $142.80 Subtotal: $36,715.18 Quote #073847 v7,,,;/%;��11��II�Ullll�llll�l��0\�t��Ulll!!�!!'�%��, Page 2 of 16 TCES - Swim Rec Cameras with 1 Year Retention: 5 Year - 2026-3-17 Prepared by: Pileum Corporation Harrison Partridge 601-863-0086 Fax 601-510-9718 harrisonpartridge@pileum.com Quote Summary Prepared for: The City of El Segundo 350 Main Street El Segundo, CA 90245 Todd Selby TSelby@elsegundo.org (310)524-2300 Quote #: 073847 Version: 7 Delivery Date: 05/27/2026 Expiration Date: 06/04/2026 Gsciptiin Amount Products $36,715.18 Subtotal: $36,715.18 Estimated Tax: $3,487.95 Total: $40,203.13 Taxes, shipping, handling and other fees may apply. We reserve the right to cancel orders arising from pricing or other errors. Signature Date Quote Page 3 of 16 y., Terms and Conditions Verkada End User Agreement Verkada Terms of Service: https://www.verkada.com/terms-of-service/ Terms of Service Last Updated: July 11, 2017 Welcome to www.verkada.com (the "Site"), owned and operated by Verkada, Inc. ("Verkada") a Delaware Corporation. By using the Site in any way, including any service made available at the Site, you are agreeing to comply with and to be bound by these Terms of Use and all rules, policies and disclaimers posted on the Site or about which you are notified (collectively, "Terms"). Please review these Terms carefully before using the Site. By using the Site, you agree to be bound by these Terms. If you do not agree with all of the Terms, do not use the Site. The terms "you," "your," and "yours" refer to you, the user of the Site. The terms "Verkada," "we," "us," and "our" refer to Verkada. Changes to the Terms We may periodically make changes to these Terms, in our sole discretion. When we do, we will update the "Last Updated" date above. It is your responsibility to review the most recent version of these Terms and remain informed of any changes. You agree that your continued use of the Site after the effective date of any changes will constitute your acceptance of the changed Terms for your continued use. Access to the Site; Account Registration We do not provide you with the equipment to access the Site. You are responsible for all fees charged by third parties to access the Site (e.g., charges by internet service providers). You must register for an account to use certain Verkada services. Your registration for and use of an account will be governed by the Verkada End User Agreement, available at lilt kaclt.c;osn� �;toMtei ��secm- a! r mcnt, and any other applicable agreement related to your use of particular Verkada software and products. Changes to the Site We reserve the right to modify or discontinue, temporarily or permanently, all or a part of the Site without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site. Limited License ,,y,�„ ,�,y,,,, , ,,� d o ..._gym Quote #073847 v.7 //'/%%//%%?��h \ll�`1��ggq PMPMPM6111111111""`\\1�f11111��10if/////////%;; Page 4 of 16 Subject to these Terms, Verkada grants you a limited, revocable license to access and use the Site solely to support your use of Verkada products and services within your organization as intended by Verkada. No other use of the Site is authorized. Software License Youruse of any software you download from the Site is governed by the separate license terms accompanying or referenced in that software or download. Restrictions You must comply with all applicable laws when using the Site. Except as may be expressly permitted by applicable law or expressly permitted by us in writing, you will not, and will not permit anyone else to: (a) store, copy, modify, distribute, or resell any information or material available on the Site ("Site Content") or compile or collect any Site Content as part of a database or other work; (b) use any automated tool (e.g., robots, spiders) to use the Site or store, copy, modify, distribute, or resell any Site Content; (c) rent, lease, or sublicense your access to the Site; (d) use the Site or Site Content for any purpose except for your own personal use; (e) circumvent or disable any digital rights management, usage rules, or other security features of the Site; (f) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Site or Site Content; (g) use the Site in a manner that threatens the integrity, performance, or availability of the Site; or (h) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Site or Site Content. Ownership We or our affiliates or licensors, or applicable third parties, retain all right, title, and interest in and to the Site and Site Content and any trademarks, logos, or service marks displayed on the Site or in Site Content ("Marks"). The Site, Site Content, and Marks are protected by applicable intellectual property laws and international treaties. You are not permitted to use any Marks without the prior written consent of Verkada or such third party which may own the Mark. Privacy Policy Our Privacy Policy (available at litt. s:/,/wirrw.verkada.coiii )rivac ! privac - colic /) is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully for information relating to our collection, use, storage and disclosure of personal information, including registration and other information about you that we collect through the Site. Quote Page 5 of 16 Links and Third Party Content The Site may contain links to third party products, services, and websites. We exercise no control over any third party products, services, and websites and we are not responsible for their performance, do not endorse them, and are not responsible or liable for any content, advertising, or other materials available through the third party products, services, and websites. We are not responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods or services available through the third party products, services, and websites. Additionally, if you follow a link or otherwise navigate away from the Site, please be aware that these Terms, including the Privacy Policy, will no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any third party websites to which you navigate to from the Site. Promotions From time to time, we may offer promotions to Site visitors or registered Site users. To be eligible for a promotion, you must, for the duration of the promotion, reside in a jurisdiction in which the promotion is lawful. If you take part in any promotion, you agree to be bound by the specific promotion rules and by the decisions of Verkada and our designees, which are final in all matters relating to any promotion. Any awards provided by us or our sponsors or partners are at our sole discretion. We and our designees reserve the right to disqualify any entrant or winner in our absolute discretion without notice. Any applicable taxes on any award are the sole responsibility of each winner. Feedback Verkada may provide you with a mechanism to provide feedback, suggestions, and ideas about the Site or us ("Feedback"). You agree that we may, in our sole discretion, use the Feedback you provide in any way, including in future modifications to the Site, our products, or services. You hereby grant us a perpetual, worldwide, fully transferable, irrevocable, royalty -free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner for any purpose. Disclaimer of Warranties YOUR USE OF THE SITE AND SITE CONTENT, INCLUDING YOUR SUBMISSION OF FEEDBACK, IS AT YOUR SOLE RISK. THE SITE AND SITE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE"BASIS. VERKADA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED Quote Page 6 of 16 WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULARPURPOSE, TITLE, AND NON - INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SITE OR SITE CONTENT, AND YOU RELY ON THE SITE AND SITE CONTENT AT YOUR OWN RISK. ANY MATERIAL YOU RECEIVE THROUGH THE SITE IS OBTAINED AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATATHAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VERKADA OR THROUGH OR FROM THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATEDIN THESE TERMS. SOME STATESMAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARYFROM STATETO STATE. Limitation of Liability VERKADA WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTYFOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATAOR OTHER INTANGIBLE LOSSES (EVEN IF VERKADA HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF THE SITE AND SITE CONTENT. UNDER NO CIRCUMSTANCES WILL VERKADA'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR SITE CONTENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED $50. BECAUSE SOME STATESDO NOT ALLOW THE EXCLUSION OR LIMITATIONOF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONMAY NOT APPLY TO YOU, IN WHICH CASE VERKADA'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW. Indemnity You will indemnify and hold Verkada, and its subsidiaries, affiliates, officers, agents, and employees, harmless from any costs, damages, expenses, and liability caused by your use of the Site or Site Content, your submission of Feedback, your violation of these Terms, or your violation of any rights of a third party through use of the Site or Site Content. Quote #073847 v7 %ice/'�� ll�� 11\��%%, Page 7 of 16 Legal Notices These Terms will be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of law. You submit to the jurisdiction of the federal or state courts of or located in San Mateo County, California, with respect to any action or proceeding arising out of or in any way related to these Terms, and you hereby waive any venue or other objection which you may have to any such action or proceeding being brought in the federal or state courts of in Santa Mateo County, California. No failure or delay by us in exercising any right under these Terms will constitute a waiver of that right. If any portion of these Terms is held invalid by a court of competent jurisdiction, then such portion will be deemed to be of no force or effect, and these Terms will be construed as if such portion had not been included. The headings used in these Terms are for convenience of reference only and do not affect the meaning or construction of these Terms. Contacting Verkada If you have any questions or concerns about the Site or these Terms, please send us a thorough description by email to sales b^verkada.= or write to us at: Verkada, Inc. 406 E. 3rd Ave, San Mateo, CA 94401 Pileum Corporation Signature: Printed Name: Sonny Beneke Title: Assistant Operations Manager Date: 6/11 /2026 City of El Segundo Signature:° Printed Name: Title: �W c Date: I Quote Page 8 of 16 ,e'�greement No PI LEUVt CoRPoRKTioly Printed Name: De- Title: CITY 1MAfVk�L Date: 6 -l0 - 2 6 Signature: Printed Name: -fill Title Date: l 1 Signature: Printed Name:. It Date: U tie60 � )-MAW1 Unsurance additions Certificate Holder for all the coverages below: City of El Segundo, its elected and appointed officials, employees, and volunteers, 350 Main Street, El Segundo, CA 90245 a General Liability Cyber Insurance Additional Insured Endorsement with this language: The City of El Segundo, its elected and appointed officials, employees, and volunteers are included as additional insureds. Quote #073847 v7 is%�I�IW �ffffPage 9 of 16 ' IT PURCHASE AND SERVICES AGREEMENT A This IT PURCHASEAND SERVICES AGREEMENT ("AGREEMENT") is entered into this 13th day of May 2026, by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city ('CITY) and PILEUM CORPORATION, a Mississippi corporation ("SELLER'°) and VERKADA INC, a Delaware corporation ("MANUFACTURER"). CITY, SELLER and MANUFACTURER may be referred to collectively herein as 'the Parties" and individually as "the Party' - RECITALS A_ WHEREAS, CITY desires to obtain certain IT equipment, software, or services, including any related professional, technical, or support services, for Verkada cameras (collectively, the "Purchase'), as set forth in this Agreement and related Exhibits; and, B_ WHEREAS, SELLER is an authorized value-added reseller, distributor, or owner of the Purchase and will provide or coordinate the performance of any services included in the Purchase; and, C. WHEREAS, SELLER has agreed to sell, deliver, and provide the Purchase to CITY as set forth in this Agreement and related Exhibits; and, D_ WHEREAS, CITY acknowledges and agrees that the Purchase may be subject, in whole or in part, to additional terms and conditions, including but not limited to a Terms of Service ("ToS' , Service Level Agreement ("SLA'), or End User License Agreement ("EULA"); and, E. WHEREAS, the Parties wish to enter into this Agreement to formalize the terms and conditions governing the Purchase, including and not limited to delivery and payment NOW THEREFORE, the Parties agree as follows: SCOPE OF WORK A. Subject to the terms and conditions of this Agreement, SELLER shall provide and deliver to CITY without modification and change, unless explicitly agreed to in writing by the Parties, the Purchase as set forth in Exhibit "A" to this Agreement and incorporated herein by reference. B_ CITY shall pay SELLER an amount not to exceed $36,715.18 for the Purchase, as described in more detail in Exhibit "A" for the Purchase. C. Upon delivery and acceptance of the Purchase, and for the term of this Agreement, SELLER hereby grants to the CITY a non -transferable, non-exclusive license to use any software included in the Purchase. 777-77,,,,;,H,,,,��,� ��,,U„��W,�,�„ ,�r� �a ,�AM Quote #073847 v7 /!%��lU�� ''�� u, l �Ill�ll� Page 10 of 16 D. To the extent SELLER is party to a reseller or other agreement with any manufacturer or developer of the Purchase, SELLER shall pass through to CITY all rights and protections related to the Purchase under any applicable T+oS, EULA, manufacturer's limited warranty, disclaimers limitations of liability„ and other relevant terms and conditions.. E Without limiting the foregoing, should the Purchase be subject to any additional terms and conditions, such terms and conditions are incorporated into this Agreement as: Exhibit "B." Terms of Services TERM AND TERMINATION A. This Agreement will be coterminous with the license tern of the Purchase as set forth in Exhibit "A° to this Agreement, unless otherwise extended in writing by the Parties. B. During the term of this Agreement, CITYmay terminate this Agreement or any portion of the Purchase at any time by providing written notice pursuant to this Agreement, with or without cause. Upon termination of this Agreement„ and effective immediately, SELLER shall cease all services related to the Purchase under this Agreement. The CITY shall be obligated to pay SELLER only for that portion of the Purchase provided and accepted by the CITY, on a ,pro rata basis if applicable. SELLER shall bear all cost and responsibility for services related to the Purchase beyond the terminafion date. The City Manager may exercise such right of termination on behalf of the City. C. If applicable, CITY will promptly provide notice to SELLER regarding the return or destruction of any data belonging to CITY. DATA PROTECTION, PRIVACY, CONFIDENTIALITY A In performance of this Agreement,.. the CITY may disclose to SELLER information and data that is confidential and sensitive. SELLER shall adopt and maintain appropriate measures consistent with industry standards in place to ensure confidentiality and security of the CITY's data under this Agreement- B. Furthermore, all rights, including all intellectual property rights, in and to the CITY's data, shall remain the exclusive property of the CITY' SELLER shall have a limited, non- exclusive license to access and use the CITY's data solely for performing its obligations under this Agreement_ Nothing herein shall be construed to confer any license or right to the CITY's data. 4. INSURANCE Prior to the commencement of this Agreement„ and at all ofher timers this Agreement is effective, SELLER will procure and maintain the following types of insurance with coverage limits complying„ ata minimum., with the limits set forth belowv Type of Insurance Limits (Combined Single) Commercial General Liability: $1,000,000 Cybersecurity Insurance: $2,000,00 Technology Errors and Omissions: $2,000,000 Workers' Compensation: Statutory Re uirement ®2• Quote Page 11 of 16 B. Commercial general liability insurance will meet or exceed the requirements of the most current ISO-CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Such insurance will be on an "occurrence,' not a "claims made," basis. C. Cyber Liability Insurance shall be sufficiently broad to respond to the duties and obligations as Is undertaken by SELLER In this Agreement and shall include,but not be limited to, claims involving security breach, system failure„ data recovery„, business interruption, cyber extortion„ social engineering, Infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations„ information theft„ damage to or destruction of electronic information" release of private information„ and alteration of electronic information. Technology Professional Liability Errors and Omissions Insurance appropriate to the SELLER"s profession and work hereunder„ and shall be sufficiently broad to respond to the duties and obligations as is undertaken by the SELLER in this Agreement and shall Include, but not be limited to, claims involving security breach, system failure, data recovery" business interruption„ cyber extortion, social engineering„ infringement of intellectual property, including but not Iirnited to infringement of copyright, trademark,, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information.,release of private information„ and alteration of electronic. information. E. SELLER will furnish to CITY a duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, and endorsed with the following: Additional Insured endorsement with this language: The City of EI Segundo, its officers, elected and appointed officlals, employees„ and volunteers as additional insureds," through ISO Form CG 20 10 1185 or CG 20 10 with CG 20 37; Cancellation endorsement with this language; The City of El Segundo will receive thirty (30) days written notice in the event of cancellation, nonrenewed or reduction." Ill. Primary and Non -Contributory endorsement with this language: "Coverage is primary and non-contributory such that any other insurance that may be carried by the City of El Segundo will be excess thereto." SELLER shall provide any other endorsements as required herein, and such other evidence of Insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." Should SELLER for any reason„ fail to obtain and maintain the insurance required by this Agreement„ CITY may obtain such coverage at SELLER'"S expense and deduct the cost of such insurance from payments due to SELLER under this Agreement or terminate this Agreement pursuant to Section 2 (Term and Termination). WARRANTIES; TITLES 3- Quote #07384 Page 12 of 16 A. SELLER representsand warrants that. the Purchase shall be delivered free and clear of all liens„ claims„ and encumbrances, shall be free from defects In design, materials, and workmanship, and shall perform in accordance with Its intended and ordinary use. These warranties shalt remain effective notwithstanding any inspection or acceptance of the Purchase by City. B. If services are included in the Purchase, SELLER warrants that such services are subject to the most favorable commercial warranties SELLER provides to any customer for the same or substantially goods and services as the Purchase, or such other more favorable warranties as is specified in this Agreement_ C. In addition to the foregoing, SELLER shall ,pass through to CITY any manufacturer's warranty applicable to the Purchase and shall provide reasonable assistance to CITY in facilitating retums, replacements, or dispute resolution with the mancrfacturer, D. Tole to all materials and supplies included in the Purchase shall pass directly from SELLER to CITY upon CITY s acceptance following inspection and opportunity to reject_ INSPECTION.. CITY reserves the right to Inspect the Purchase upon delivery for damages and defects,and to reject the Purchase, in whole or in part.. SELLER will bear all cost including shipping handling, and restocking fees ('if any) for the return or replacement. NOTICES. All communications to either Party by the other Party must be in writing and will be deemed made when receivedby such party at its respective name and address as follows: If to SELLER: Atin: PILEUM CORPORATION 190 E. Capitol St; Suite 175, Jackson, MS 39261 (601)863-0086 sandyturnage@pileum.com If to CITY: Aft: Todd Selby, Acting ITSD Director City of El Segundo 350 Main Street, El Segundo, CA90245 (310) 524-2375 tselby@,elsegundo.gov Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid, and property addressed as noted alcove. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made In the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this section.. INDEPENDENT CONTRACTOR. CITY and SELLER agree that SELLER will act as an independent contractor and will have control of all work and the manner in which is It performed. SELLER will be free to contract for similar service to be performed for other employers while under contract with City, SELLER is not an agent or employee. of CITY and is not entitled to participate in any pension plan„ insurance, bonus or similar benefits City provides for its employees. Any provision in this Agreement that may appear to give City the right to direct Seller as to the details of doing the work or to exercise a measure of control over the work means that Seller will follow the direction of the City as to end results of the work only. NON -a PPROPRIATION OF FUNDS. Payments due and payable to SELLER for the Purchase are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for ®4 Quote #07384 Page 13 of 16 payment of the Purchase beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year. 10. ASSIGNMENT. SELLER may not assign or subcontract the Purchase without the City's prior, written approval. Should City give consent, it will not relieve SELLER from any obligations under this Agreement. 11. CONSISTENCY. In interpreting this Agreement and resohring any ambiguities, the main body of this Agreement takes precedence over the attached Exhibit(s). Any inconsistency will be resolved in this order: Exhibit'AA and Exhibit "B" 12. HEADINGS. The headings and section titles in this Agreement are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. 13. ENTIRE AGREEMENT. This Agreement, and its Exhibit(s), sets forth the Parties' entire understanding. There are no other understandings, terms or other agreements expressed or implied,, oral or written. Except as otherwise provided„ this Agreement will bind .and inure to the benefit of the Parties to this Agreement and any subsequent successors and assigns. 14. MODIFICATION. No alteration, change or modification of the terms of the Agreement will be valid unless made in writing and' signed by both Parties hereto and approved by appropriate action of CITY: The City Manager may exercise this authority on behalf of CITY 15. SEVERABILITY. If any provision of this Agreement is unenforceable, Invalid„ or conflicts with applicable law by a court of competent jurisdiction then such term or provision shall' be deemed stricken, without the need for a formal amendment„ and the remainder of the Agreement shall remain in full force and effect. 16. SURVIVAL. Upon expiration or termination of this Agreement, this Section and the follovrin,g sections will survive. Section 3 (Indemnificatlon); Section 4 (Data Protection„ Privacy and Confidentiality); and! Section 5 (insurance) F'urtherTnore, any other Agreement term that expressly states or by its nature should survive, shall survive_ 17. ELECTRONIC SIGNATURES; SIGNATURE AUTHORITY. This Agreement may be executed by the Parties on any number of separate counterparts, and all such counterparts so executed constitute one Agreement binding on all the Parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code § 16.5, the Parties agree that this Agreement, Agreements ancillary to this Agreement„ and related documents to be entered Into in connection wffh this Agreement will be considered signed when the signature of a Party is delivered by electronic transmission. Such electronic signature will be treated) in all respects as having the same effect as an original signature, SELLER. warrants that its signatory (or signatories, as applicable) to this Agreement has the legal authority to enter this Agreement and bind SELLER accordingly. 18. TAXPAYER IDENTIFICATION NUMBER. SELLER will provide CITY with SELLER's Taxpayer Identification Number. 19. WAIVER. CITY"s review or acceptance of, or payment for, work product prepared by SELLER under this Agreement will not be construed to operate as a waiver of any rights City may have under this Agreement or of any cause of action arising from SELLER„s performance. Awaiver by CITY of any breach of any term, covenant,, or condition contained in this Agreement will not. . 5 ... Quote Page 14 of 16 be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this order, whether of the same or different character. 20. REMEDIES CUMULATIVE. CITY's rights and remedies under this Agreement are not exclusive and are in addition to any legal rights and remedies. 21. TIME IS OF ESSENCE Time is of the essence for each and every provision of this Agreement_ 22. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either Party to the other. 23. GOVERNING LAW; VENUE. This Agreement was drafted in, and will be governed, interpreted, construed, and regulated, in accordance with the laws of the State of California, and exclusive venue for any action involving this Agreement will be in Los Angeles County. 6 ... Quote Page 15 of 16 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first hereinabove written. CITY OF EL SEGUNDO, a municipal corporation and general law city To e; Acting ITSD Director ATTEST_ Suan Truax, City Clerk APPROVED AS TO FORM: MARK D. HENSLEY, City Attorney David Knq, Assistant City Attorney Mary Sharon Brennan, Risk Manager PILEUM CORPORATION, a Mississippi corporation TaxpayerlD_68-0500015 VERKADA INC, a Delware Corporation Quote #073847 v7„```/%��`�� i7uIIIIIIIIIIIIIIIIIIIVVVVVVVVVVVVVVVV II��IIIIII�IIII��lyff��fl�/i;; ,, Page 16 of 16