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CONTRACT 4582 Professional Services Agreement CLOSED Agreement No 4582 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND Viewl'inity This AGREEMENT is entered into this IST day of March, 2014, by and between the CITY OF EL SEGUNDO, a municipal corporation and general taw city ("CITY") and Viewfinity, A Massachusetts Corporation("CONSULTANT"'). 1. CONSIDERATION. A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below; B. As additional consideration, CONSULTANT and CITY- agree to abide by the terms and conditions contained in this Agreement; C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed Four Thousand Five Hundred and Eighty One ($4,581.00) for CONSULTANT's services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit "A," which is incorporated by reference. 2. SCOPE OF SERVICES. A. CONSULTANT will perform services listed in the attached Exhibit "A," which is incorporated by reference. 13. CONSULTANT will, in a professional mariner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT' by this Agreement. 3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT. Agreement No 4582 4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and I'Louriv rates IVI JJI-1��WIILII CaLI,8IJI-y aBIA LIIIIIULIJ.3(11,)I�� kU3L3 �all as scl V--4 t, A 1UIL11 III J--1X1IkUIL the tasks performcd, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow WrVe showing projected and actual expenditures Versus time to date. 5. NON-APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhaLlSted and unenCLimbered appropriation of the CITY, in the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred Lip to the CCJIICILISiOfl Of the Current fiscal year. 6. ADDl[TIONALWOW-CL A. CITY's city manager ("Manager" may determine, at the Manager's sole discretion, that CONS ULTANT must perform additional work ("Additional Worl<") to complete the Scope of Work, If Additional Work is needed, the Manager will give written authorization to CONSULTANT to perform such Additional Work. B. If CONSULTANT believes Additional Work is needed to complete the Scope of Work., CONSULTANT will provide the Manager with written notification that contains a specific description of the proposed Additional Work, reasons for such Additional Work, and a detailed proposal regarding cost. C. Payments over S458 1.00 for Additional Work must be approved by CITYs city council. All Additional Work `vhl be Subject to all other terms and provisions of this Agreement. 7. FAMII,IAPJTY WITH WORK. A. By eXCCLItil.Ig this Agreement, CONS U[.TAN T agrees that it has: i, Carefully investigated and considered the scope of services to be performed; H, CJrc ,Ldly collsidored how �hd, l)Cif()rrlilcd; aud V iii, I j11dC1-,14W11dS HIC fLt(.1-11111 C S., (it HiCL1 I(IC-,, "A r I d NS[I-tc t io 1i s a C.(i d i 1112 ped,ori,nancc oi,ffic Servlc�°k unclethis & If services involve work upon any site, CONSULTANT agrees that CONSULTANThas or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder, Agreement No 4582 Should CONSULTANT discover any latent oranknown conditions that may materially allfcct the performance of the services. CONSULTANT will immediately inform CITY of such tact and will not proceed except at CONSULTANT's own risk until written instructions are received ftorn CITY, S. TERM, The term of this Agreement will be for one (1) year. This Agreement will automatically renew, on an annual basis, on its anniversary date 1111leSS otherwise terntinated, Unless otherwise determined by written amendment betvveen the parties, this Agreement will terminate in the following instances: A. Completion ofthe work specified in Exhibit "A",- B. Termination as stated in Section 15, 9. TIME FOR PERFORMANCE. A. CONSU'LTAINT will not perfolm, any work under this Agreement until: i. CONSULTANT ffirnishes proof of insurance as required tinder Section 23 of this Agreement; and ii. CITY gives CONSULTANT a written notice to proceed, B. Should CONS ULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own risk. 10. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below: A. Exhibit A: Viewfinny Quote; 1 1. CHANGES, ('JTY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum. and the contract time will be adjusted accordingly. All such changes Must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting frorn change.s, in the services will be determined in accordance with written agreement between the pat-ties. 12. TAXPAYER IDENTI FICA TION NLIMBER. CONS LILTANT will provide CITY with a Taxpayer Identification Number, Agreement No 4582 11PERMTS AND LICENSES. CONSULTANT, at its sole expense., will obtain and maintain during the terns of this Agreement, all necessary permits, licenses, and certificates that i7fiay be requircd, M lUIJID-ULDJIP Vq1:0, 0— ILIS Lit', Jjkl LJllUj JL01V --4—4L1,-40 A I 14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONSULTAN'F Linder this Agreement will not be construed to Operate as a waiver of any rights CITY may have Linder this Agreement or of any cause of action arising from CONSt T L I TANT's performance. A waiver by CITY ol'any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the sairie or any other term, covenant, or condition contained in this Alureernent, whether of the same or different character. TERMINATION, A. Flxcept as otherwise provided, CITY may terminate this Agreement at any time with or without cause. B. CONSULTANT may terminate this Agreement at any time upon thirty (30 days written notice. C. ]Upon receiving a termination notice, CONSUL-,"PANT will immediately cease Z-- performance Linder this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving termin,1111on notice will be performed at CONSULTANT" own cost; CITY will not be obligated to compensate CONSULTANTfor such work. F), Should termination Occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSUL]"ANT will, it CITY's option, become CITY's property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section I(C). Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services sinn.lar to those terminated. 1. By executing this dMinicut, CONS ULTAN'f waives any �.ind all claims for darnages that might otherwise arise fforn CITY's termination Linder this Section. 16. OWNERSHIP Of' DOCUMENTS. All docurrients, data, studies, drwvings, neaps, models, photographs and reports prepared by CONSULTANT Linder this Agreement are CITY's property. CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY's written notice, CITY agrees that use Of CONSULTANT's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk. Agreement No 4582 17, PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or public CITY without CITY's prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. 18. INDEMNIFICATION. A. CONSULTANT agrees to the following: i. Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at CITY's request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by CONSULTANT or any of CONSULTANT's officers, agents, employees, or representatives, in the performance of this Agreement, except for such loss or damage arising from CITY's sole negligence or willful misconduct. ii. Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from CITY's sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and wH1 indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. iii, Intellectual Property Infringement. Notwithstanding any provision to the contrary, CONSULTANT will, at its own expense, indemnify and defend CITY against any claim that CONSULTANT's services or work product furnished under this Agreement infringes a patent or copyright in the United States or Puerto Rico. In such event, CONSULTANT will pay all costs damages and attorney's fees that a court finally awards as a result of such claim. To qualify for such defense and payment, CITY must (a) give CONSULTANT prompt written notice of any such claim; and (b) allow CONSULTANT to Agreement No 4582 control, and fully cooperate 'with CONSULTANTin the defense and all related settlement negotiations. CITY agrees that if the use of 8...®eI 1 63 U ii J�A- L 1 9 3 5 A V I U A YV wx Aj e CONS ULTANT believes is likely to become, the subject of such an intellectual property claim, CITY will permit CONSULTANT, at its option and expense, either to secure the right for CITY to continue using CONSULTANT's services and work product or to replace it with comparable services and work product. B. For purposes of this section "CITY" includes CITY's elected and appointed officials, officers, employees, and volunteers, It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. L) The requirements its to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 22, and any approval of' said insurance by C1-TY, are not intended to and will not in arty manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT PUBLIant to this Agreement, including, without limitation, to the provisions concerning indemnification. 19. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services. CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY'S written approval are prohibited and will be null and void. 20. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and [lie manner in which is it performed. CONSULTANT' will be free to contract for similar service to be performed for other employers white under contract with CITY. CONSULTANT is riot an agent or ernploycu of CITY and is riot entitled to participate In any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this A-bru-errient that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure, of control over the work means that CONSULTANT `will follow the direction ofthe CITY is to end results of the work only. 21. AUDIT OF RECORDS. CONSULTANT will maintain full and acciirate records with respect to all services Lind matters covered under this Agreement, CITY will have fi,ee access at all reasonable tfines to such records, and the right to examine and audit the sainu and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at least three (1) years after tern-iination or final payment wider this Agreement, 22. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement No 4582 Agreement is effective. CONSULTANT will procure and maintain.the following types of insurance with coverage limits complying, ata minjMm, with the Hunts set forth below: TyDe of Insurance Limits Commercial general liability: s 1,000,000 Professional Liability $1,000,000 Business automobile liability $1,000.1000 Workers compensation Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of ISO-CGL Form No. CG 00 01 11. 85 or 88. 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. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" Such that any other insurance that may be Carried by CITY will be excess thereto. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a"claims made"basis if not available. When coverage is provided on a "claims made basis," CONS ULTANT will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated, Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents ents during the time this Agreement was in effect. DAutomobile coverage will be written on ISO BLIsincss Auto Coverage Form CA 00 01 06 92, including symbol I (Any Auto). CONSULTANT will furnish to CITY duty authenticated Certificates of Insurance evidencing maintenance of the insurance required tinder this Agreement and Such other evidence of insurance or copies of policies as may be reasonably required by CITY froni time to time. Insurance rri.USt be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of"A:`fl." E Should CONS ULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at Agreement No 4582 ON SUL,TANT's CXPUSCUfld dedUCt the COSt Of SUCK insurance froin payrriunts due to CONSULTANT under this Agreement or terminate PLMSuant to Section, 15, 23., USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY"s prior written approval to use any consultants while perforining any portion of this Agreement, Suckapproval MUSt -approve of the proposed consultant and the terins of compensation. The consultants listed [n Ekhlb4 "B" are hereby approve([, 24. INCIDENTAL TASKS. C.ONSULTANT will rneel with CITY nion.thly to provide the StatLIS on the prOjeCt, Which will iticludu a schedLde update and at short riarrativo description of progress during the past Month for each major task, a description of the work rurrialning and ,a description ortlie \vork- to be durre before the next scheduLe update. 25z. N'01VICILES. AU corrurnunications 'I,,:) icither party by 111w other pait,y wilt be Idleerned r1nude wheri received by such party at. its respective name and address as follows� I'll'ti,) ("ONSULTAN"k If to CITY.: Viewfin1tv 400 Totten Pond Road, Suite 30l City of El Scgundo Waltharn, MA 02451 350 Main Street El Scgundo, CA Attention: Stephanie Drayton, Custoixier SLIeccss Attention: Manager, ffifor-mation Systerns Manager A Y mail will he conclLlSiVekl duci-ned to have been recel.ved by 11% such written CORMIL11:11cations by, j the addressee upon deposit thereor in the United States Mail, postage prepaid and property addressud as rioted above. tri all other instances, notices will be deeined aiven at the hi-ne of actual delivery. Changes may be made in the names or addresses of,persoris to whorn. notice,; are to be given by giving notice in the rnarim.-r prescribed in this paragraph, 26. CONFLICT OF INTERESY (-'ONSUI-TANT will comply �,vltfi all conflict of interest laws and regulations including, With-OU1. linutation, C[TY's conflict of inter-eSt reclUlatiOnS. 27. SOUCYrATION.. CONSUL,TANT maintains and wat-rants that it has not empk)ycd not- retained array corripally or Person, other than CONS[ TTANT's bona fide eiriplo.,yee, to solicit or secure this Agreerrient. l"Urther, CONSULTANT warrants that it has snot paid nor has it agrecd to pay any company or person, other than CONSULTANT's bonj liric employee, any 6ce, coryu-nission, percentaoc, brokerage f'ee, gift or other consideration C:0116TICICIII upon or I`CSLLIWIg frOfri, 01C aWaRl Of RIAMIL, ot'Llus Agreement, Should CONSULTAN"ll' 'breacli or violate this w�,arranty, C[TY may rescind this Agr(TITIerit VVi(k0LLt liabilit\', 28, '1111RD PARTY BEINEFRAAR]E'S. This Agrecrucrit and every provisiori hereill is "ellerally for the exclusive beriefit of CON SULTANT and Cl'Y and not [or the benefit ofany other party. There will. be no incidental or other beneficiaries of any oll I CON S U I,J'A N r's or CH'Y's obtii,;atiom Linder this Agreement, I Agreement No 4582 29. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the Slate of California, and exclusive ventre for any action involving this agreement will be in Los Angeles County. 30. COMPLIANCE WITH LAW, CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 31. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements tp expressed or implied, oral or written. There are one (1) Attachments to this Agreement, This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 32. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as whole, and in accordance with its fair meaning-, it will not be interpreted strictly for or against either Party. 33. SEVERABILITY. If any portion of this Agreement is declared by a Court Of Competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 34. AUTRORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY 's exC0UtiVC manager, or ,desiancemay execute any such amendment on behalf of'CITY. C� - 35. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement, a t, ancillary to this Agreement, and related documents to be entered into in connection oreernents anci with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. L, — 36, CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 1 37. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 1 38. 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 immediate]v terminate without obligation of either party to the other. I ID Agreerni����wit No 4,582 39- STATEMENT COF 1EX11"ERIENCE. B represents thal it Ims dmamutawd hugmMunns ant! possesses Me quah, Mness and capachy to perft";zr� tile in 0 ruanner WsNuwny to UTY. CONN�,ULTAN, F Iva rcourcm suroy amd histumm; SO"VAQV corlyk"doll ;Ihihiy. persunri,el, corrvw m:-olldnwd, expedme in dcaHng with ond s."Xperk,,ncc' ill k1v;dk1g, vvilll puldik, npcncics Suggesl thal is calmble, 04 perf"wrt'ling the pq4mul mulawl and Ims lk capacRy in de"A Nit ly, an4j cff�icfivvly� with to jfgnatures ()n next lmkgel Agreement No 4582 IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY OF EL SEGUNDO -XE—rd"m -r-O A-T"4AEF-P Greg. Carjwrllel" David Fay,CFO hqmycr 11) No. '1' a w rr, i � U erk APPROVLD ASY(I)YORM: Y MARK D. 1,11' d ,ttrrrr7 ° Km ii, Bergo: Assistam City A ltoniey I Agreement No 4582 IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY ' EL .," t I N044- ,�',4,4-, Owg qlvl�( 01\1, 'k I' V I I 0 I.N, UI c k APPROVED AS TO FORM: MARK D. HENSLEY, Cit Attonicy Kal ll0', s "Nsistal Mlnle Exhibit A Agreement No 4582 Viewfinity 400 Totten Pond Road Suite 301,Waltham,MA 02451 Tel:(781)810-4320 ext 117 Fax:(866)963-2184 Attn:Stephanie Drayton Price Proposal and Order Form Quote Number: CEL32014 'rtttpany D'tW'iTff) ')"` Payment Terms NET 30 Days Today's Date: 3/20/2014 (All Prices in US Dollars) Ship to: ruirilpailly City of EI Segundo License Date Ntr"one. Larry Klingaman 3120/201 [3121/2014. .5.........,,,,, _..., V Phorate. (310)524-2392 Email; IingyamTwra@elsttwxfoerg Term List Price par Multi-Year Extended Total Viewfinity Product Description-1 Year Quantity (Months) license Reduction Volume Discounted Discounted Discounted „ Price Per License Price Pricing ViewfinityPrivilege Management SaaS Platform p_S$ pod 300 12 $30 $15.27 $15,27 $4,581 0 oselonal Servn„e„,Trarriling„'Tdeployrrnanl Arr,shrnco I 0 day $2,500 $0 $2,500,00 $0 Please note that Viewlinily has implemented a slight Volume Price& price ee ad ustment(5 )for 2014 ITotal: SupPort �4 S81 Discounted Price $4,581 "US-based futfitechnical support Is provided between the hours of 8AM and 5PM EST.24x7 available. Place your order with Viewfinity by signing below. Please complete PO/Ref#,Accounts Payable Bill To and Ship To information if Viewfinity are to invoice against the signed quote otherwise please provide a Purchase Order. Print Name: PO I REF#: Authorized Signature: Title: Account Payable Bill To: Ship To: Accounts Payable Contact: Ship to Contact: Larry Klingaman Address: Address: City,State,Zip: City,State,Zip: Tel: Tel: (310)524-2392 Fax. Fax: Email: Email: Iklingaman@elssgundo.org tlM*JPNPPNMNx41'Pgl'ANtnnIWpFIDA” This document is +n ly intended for the individual or entityto whom they are a."IdluxDo;i4paANq+M+ns.ay;vwrygry+wp�rruwrvPoorohriNnnhYmvk^^lid7^� wnn.n,Wu^urwvrcm°v+wrwW�vu"WN'rmPr:uvruv,w.-,vdlvvw;,°um°+rroarrnprnrrn�^auuawrv^rcwrreai^ror��rmvnaravpn��av"✓rrnvlliwr!ww°ns°~rwMYt�.u�y°tv7rrutlhurwWrvv,l.wlrttivnqury!tu�wtrnwl�r^rrr,+urmn°err°r+rn�nt: Prepaid professlonal servlces/naming days must he consumed within six months fallowing the signed order or they will no longer be avallable Expenses from delivery of Professional 5ervices,Travel,lodging,and meal expenses are not included In thiscruote and will be billed rorsepararely as Incurred, payment Terms:Customerirrevnca bly cr iu to make the payments spedfledabove andsuch payments will be dueand payable net30days from dateof invoice Any amounts not paid when due will accrue interest at a Went 15%per month until paid All sums If,to be paid in United states Dollars Taxes:Customer is responsible For applicabietaxes unless it provides Viewrintly with a copy of its sales tax exemption number.