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HomeMy WebLinkAboutStreamline Automation Systems - 2017 Agreementi ,,- C�STREAMLINE AUTOMATION SYSTEMS LICENSE AND SERVICE AGREEMENT This License and Service Agreement (the "Agreement ") is entered into as of %/ abl , 2017 (the "Effective Date ") by and between the following parties: Streamline Automation Systems, LLC ( "Streamline" and "Company "), with its principal place of business at 2271 Lava Ridge Court, Suite 120, Roseville, CA 95661, on the one hand; and THE CITY OF GILROY, CA ( "Client"), with its principal place of business at 7070 CHESTNUT STREET GILROY, CA 95020, on the other hand. Streamline and Client are sometimes referred to hereafter individually as "Ear ' and collectively as "Parties." RECITALS A. Streamline is a California limited liability company that is in good standing with the California Secretary of State. B. Streamline is in the business of providing licensing and hosting services with respect to its Licensed Property (as defined in Section 1.1) and Streamline Supplied Software (as defined in Section 1.2). C. The Parties have reached certain agreements and an understanding by and between themselves regarding the licensing and hosting of its Licensed Property as more specifically set forth below. OPERATIVE PROVISIONS NOW THEREFORE, FOR VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS: ARTICLE 1 LICENSING AND SERVICE 1.1 Licensed Product. Streamline's software, object code versions of software, mobile device software (i.e. app) platform, and related items (collectively, the "Licensed Property ") shall be the subject matter of this Agreement. The Licensed Property is more specifically set forth in Exhibit A. 1.2 Term. This Agreement shal less terminated sooner as provided in his greement, be in effect for a two (s) year period commencing on 01111017 and ending on 1 e 31 2� (the "Initial Term "). This Agreement shall automatically renew for successive one (1) year terms (the "Extension Terms ") under the same terms as provided for in this Agreement unless and until either Party gives written notice to the other Party (in accordance with Section 6.13) of its intent to cancel this Agreement at least thirty (30) days in advance of the last day of the applicable Initial Term or Extension Term, as the case may be. The Initial Term and any applicable Extension Term(s) shall collectively be referred to herein as the "Term." 1.3 Grant of Rights by Streamline. Subject to Section 6.8 and Article 2, Streamline hereby grants to Client the non- exclusive, worldwide, non - transferable right and license to use the Licensed Property solely for its business purpose for the Term under the specific terms as more specifically set forth hereafter. Client shall not, and shall not permit others to perform the following: 1.3.1 Modify, copy, or otherwise reproduce the Licensed Property; 1.3.2 Reverse engineer, decompile, disassemble, or otherwise attempt to derive any source code for or structure of the Licensed Property; and 1.3.3 Distribute, sublicense, assign, share, sell, lease, securitize, or otherwise transfer the Licensed Product or Client's right to use the Licensed Product. 1.3.3.1 Client will be held in material breach of this Agreement should Client perform any of the following actions provided in Sections 1.3.1, 1.3.2, and 1.3.3 above. 1.3.3.2 All rights not expressly granted to Client are reserved by Streamline or Streamline's licensors for their exclusive benefit. Streamline License and Service Agreement.vl . -r ! 1.3.3.3 Client shall provide a list of all individuals employed, contracted, or otherwise associated with Client (individually "User" and collectively "Users ") and using the Licensed Product within fourteen (14) days of the Client executing this Agreement. Client shall be required to immediately notify Streamline in writing as to any changes in the number of Users. 1.4 Service. Streamline shall provide Client a hosting solution (the "Hosting Solution" or "Solution "), the specifications of which are set forth in Exhibit A ( "Hosting Services "), as well as any additional services requested by Client that Streamline can provide, including, but not limited to emergency medical service, inspection or emergency response cost recovery billing services. Any such additional services requested by Client will be memorialized in writing and added as an Exhibit to this Agreement upon acceptance by Streamline. The terms and availability of the Hosting Services and Solution is more specifically set forth in Article 4. Any future services, in addition to the Hosting Services, that the Parties agree to ( "Additional Services "), shall be set forth in a separate written amendment and shall at such time be incorporated into, and become part of this Agreement. The licensing of the Licensed Product as set forth in Section 1.3, the Hosting Services, and the Additional Services shall hereinafter collectively be referred to as the "Service(s)". 1.5 License and Service Fee. Client shall be billed via invoice in advance for all applicable fees, including licensing and Service fees, for the following year, which specifications are more specifically set forth in Exhibit B (the "Annual Service and Licensing Fees" or "MSF "). Payment of the first MSF shall be made by Client concurrently with the execution of this Agreement by all applicable Parties. The "Annual Remittance Date" is set forth in Exhibit B. All future installments of MSF after the first installment of MSF has been paid shall be due and payable on the Annual Remittance Date. 1.6 Failure to Pay MSF. In the event that Client shall fail to pay the MSF by the Annual Remittance Date, or in the event there shall exist any delinquency in the Client's account, Streamline reserves the right, in its sole and absolute discretion, to terminate the Agreement and discontinue or suspend all Service to Client upon ten (10) days e-mail notice, without liability for actual compensatory or consequential damages to Client for any interruption in Service. Should Streamline terminate the Agreement as provided in the previous sentence, Streamline shall have the sole and absolute discretion to continue with the terms of the Agreement, as though the Agreement was never terminated in the first place, should all delinquent payments be made by Client to Streamline. 1.7 Changes in Fees. Except in the case of a material change in the Services agreed to in writing by both Parties, Streamline shall not raise its Annual Service Fee before the expiration of the Initial Term. Notwithstanding, Streamline shall have the right, from time to time, to revise on a service'=by- service basis, after the Initial Term, any of the fees set forth in this Agreement with the Client's consent. Revised fees shall take effect on the Annual Remittance Date of that year following the date on which the Parties agree to the revised fee schedule. (For example, if the Annual Remittance Date is the first of each year and the revised fee schedule was agreed to by the Parties on November 5, 2016, then the revised fees and the subsequent revised MSF shall take effect and be due on December 1, 2016.) Streamline shall provide Client with a minimum 90 (ninety) day's notice prior to any proposed pricing increase. In the case of a material change, the Parties shall mutually execute a written amendment regarding the same. 1.8 Accepted Use Policy. Client may only use the Services for lawful purposes. In the event Streamline reasonably believes the Service is being used by Client: (a) for any illegal activity; (b) in contravention of any of the terms and provisions of this Agreement; or (c) in contravention of Streamline's Acceptable Use Policy as may be posted from time to time (the "AUP "), then upon such occurrence, Streamline shall have sole and absolute discretion to immediately suspend Service to Client without liability for actual compensatory or consequential damages to Client for any interruption in Service within two (2) business days after providing written notice and a request to cure, which notice shall specify Streamline's good faith and reasonable belief as to why the Service is being used in contravention of this Agreement or the AUP. 1.9 No Lease. This Agreement is a license and services agreement and is not intended to and shall not constitute a lease of any real or personal property. ARTICLE 2 TERMINATION 2 Streamline License and Service Agreement v 2.1 Termination for Cause. In the event Client or Streamline breaches any material provision of this Agreement and fails to cure such breach within ten (10) days after written notice thereof, the non - breaching Party may terminate this Agreement immediately by written notice to the other Party. In the event that Client or Streamline: (a) becomes insolvent; (b) files a petition for bankruptcy relief, or has such a petition filed against it (and fails to lift any stay imposed thereby within sixty (60) days after such stay becomes effective); (c) has a receiver appointed with respect to all or substantially all of its assets; (d) makes an assignment for the benefit of creditors; (e) failure to pay MSF as set forth under Section 1.6; (f) failure to abide by the licensing restrictions set forth under Section 1.3 or Section 1.4; or (g) ceases to do business in the ordinary course; then the other Party may terminate this Agreement immediately by written notice. 2.2 Rights upon Termination for Cause. In the event this Agreement is terminated by Streamline for cause, Client shall pay Streamline for all Services through the remaining balance of the Term. 2.3 Upon any termination of this Agreement, Streamline shall remove all site content from any Streamline equipment or License. Client acknowledges that in the event of a termination for cause, Streamline does not retain and shall not be responsible for any damage to or loss of Client Site Content or other data 2.4 Rights upon Termination without Cause. In the event this Agreement is terminated upon thirty (30) day notice as set forth in Section 1.2, Client shall pay Streamline for all undisputed Services provided to Client up to and including the date of termination. 2.5 Removal of Content. Upon any termination of this Agreement, Streamline shall remove all site content and/or any Licensed Product from any of Streamline's equipment or any of Client's equipment carrying the same. Client acknowledges that in the event of a termination of this Agreement, Streamline does not retain and shall not be responsible for any damage to or loss of the Client's site content or other data. ARTICLE 3 REPRESENTATIONS AND WARRANTIES 3.1 Streamline Representations. Streamline represents and warrants that it: 3.1.1 Shall provide the Services in reasonable conformance with the specifications set forth in this Agreement and the Exhibits; 3.1.2 Shall provide the Services in a reasonably professional manner; 3.1.3 Has not and shall not infringe(d) upon or misappropriate(d) any third party's copyright, patents, trade secrets, trademark, trade name, or other proprietary or intellectual property right with respect to the Services; and 3.1.4 Own(s), or has the authority to use, all hardware, software and other materials'necessary to provide the Services described herein. 3.2 Client Representations. Client and the undersigned signatory for Client represents and warrants that he /she /it: 3.2.1 Own(s), or has the authority to use, all hardware, software and other materials regarding the Client Supplied Software; 3.2.2 Has full authority to enter into this Agreement on behalf of Client; 3.2.3 Shall not use the Services in violation of Section 1.9; 3.2.4 Acknowledges and agrees that Streamline has no control of availability of Services on a continuous or uninterrupted basis. 3.2.5 Acknowledges and agrees that from time to time the Services may be inaccessible or inoperable for causes beyond Streamline's reasonable control. 3.2.6 Acknowledges and agrees that Streamline does not guarantee the integrity of data stored or transmitted via Client's system/hardware or via the Internet. 3 Streamline License and Service Agreement.vI 3.2.7 Acknowledges and agrees that Streamline shall not be liable for the inadvertent disclosure of, or corruption or erasure of data transmitted or received or stored on Client's system, unless caused by the gross negligence or illegal misconduct of Streamline, its employees, or anyone or anything under Streamline's reasonable control. ARTICLE 4 SERVICE LEVEL GURANTEES AND TERMS 4.1 Network Availability Guarantee Scope. Streamline guarantees that it shall maintain one hundred percent (100 %) up time, excluding Scheduled Maintenance (as deemed in Section 4.2), for facilities and the Streamline network as follows: 4.1.1 In the event one or more Client virtual servers are unable to transmit or receive information via the Internet through the front -end network as a result of disruptions to either the data center or the front -end network (a "Covered Outage "), Streamline shall, as Client's sole and exclusive remedy for failure to meet the foregoing guarantee, credit the Client's account for every five (5) consecutive minutes of such Covered Outage with a sum equal to the prorated MSF for one (1) day of Services for the affected server(s), subject to a maximum credit during any calendar month as limited by Section 4.6 (the "Standard Service Credit "). In no event shall the Scheduled Maintenance be deemed a Covered Outage entitling Client to a Standard Service Credit. 4.2 Scheduled Maintenance Scope. "Scheduled Maintenance" shall mean any maintenance at the Streamline data center at which Client's virtual server is located, of which Client is notified at least forty-eight (48) hours in advance. Notice of Scheduled Maintenance shall be provided to Client's designated point of contact via e-mail. The standard window for service- affecting maintenance is between the hours of 12:01 a.m. and 5:00 a.m. local time on a Saturday or Sunday. Streamline shall use reasonable commercial efforts to coordinate with Client when planning any maintenance so as to minimize impact to Client and its customers. "Emergency Maintenance" shall mean any maintenance by Streamline, its subcontractors or service providers that does not meet the definition of Scheduled Maintenance. 4.3 Service Availability Guarantee Process. "Network Unavailability" shall be calculated by Streamline each calendar month, and consists of the number of minutes the Streamline network was not available to Client, and shall include unavailability associated with maintenance at the Streamline data center where Client's virtual server is located (other than Scheduled Maintenance). Outages shall be counted as Network Unavailability only if Client opens a trouble ticket with Streamline Client support within five (5) days of the outage. Network Unavailability shall not include any unavailability resulting from: (a) Scheduled Maintenance; (b) the acts or omissions of Client, or any user authorized by Client; (c) the deliberate act of Client or its customers; or (d) reasons of force majeure as set forth in Section 6.9. 4.4 Service Replacement Guarantee. If a server experiences an outage directly attributable to the failure of the Streamline system, Streamline shall restore the failed server within one (1) hour of Streamline determining that the virtual server needs to be restored (the "Streamline Hardware Availability Guarantee "). If Streamline does not restore the server within such period, Streamline shall, upon Client's written request, credit Client's account ten percent (10 %) of the MSF, and an additional ten percent (10 %) of the MSF for each additional hour over and above such one hour commitment. The Streamline Hardware Availability Guarantee shall not apply if the failure of the virtual server is as a result of an event of force majeure as set forth in Section 6.9, or if Client is in breach of the Agreement, including, but not limited to, a violation of the AUP. 4.5 Exceptions to the Credit Process. Credit shall not be issued due to failures that are, as solely determined by Streamline, in its reasonable judgment, a result of. (a) Scheduled Maintenance and/or Emergency Maintenance and upgrades; (b) violations of the AUP; or (c) Events of Force Majeure as set forth in Section 6.9. 4.6 Maximum Credits Available. The total credit available to Client in any particular calendar month shall in no event exceed the MSF for such month. 4.7 Support. Streamline shall maintain a help desk, which shall be the primary point of contact for all queries and communications regarding service level incidents. The help desk shall be contactable by telephone at (888) 659.2249 as well as the Streamline support ticket system, and available 24 hours a day, 7 days a week, 365 days a year (366 days in a leap year). 4 Streamline License and Service Agreement.vl ARTICLE 5 CONFIDENTIAL INFORMATION 5.1 Confidential Information. For purposes of this Agreement, "Confidential Information" shall mean Streamline's proprietary information, including, without limitation, information concerning patents, trademarks, copyrights, or other intellectual property licensed by Streamline, technical data, business methods, software, hardware, product formulas, designs, drawings, customers lists, marketing plans, finances, intellectual property licenses, licensed material, business methods, products, new products, marketing strategies for new products, sales figures, annual reports, financial statements, and all other information provided by Streamline to Client marked "Confidential Information ". In the event that Confidential Information must be provided visually or orally, obligations of confidence shall attach only to that information. Client's obligations hereunder shall not extend to any of the Confidential Information which Client can demonstrate that: (a) was in the public domain at the time it was disclosed, or thereafter passed into the public domain other than by an act in violation of this Agreement by the Client; (b) was known to Client at the time of disclosure, or thereafter became known, provided such knowledge was lawfully derived from a source other than Streamline; (c) was used or disclosed with the prior written approval of Streamline; (d) was independently developed by Client and all such development efforts can be independently documented; (e) was disclosed by Streamline to a third party, or the United States government, without restriction; or (f) is required to be disclosed by law or by court order. 5.2 Non - Disclosure. Client shall hold and maintain the Confidential Information in strictest confidence and in trust for the sole and exclusive benefit of Streamline, and this Agreement creates no obligation on Streamline to disclose any of its Confidential Information. Client shall not, without the prior written approval of the Streamline, use for its own benefit, publish or otherwise disclose to others, or permit the use by others for their benefit, or to the detriment of Streamline, any of the Confidential Information. Client shall carefully restrict access to the Confidential Information to those of its employees who clearly need such access. Client further warrants and represents that it shall advise each of the persons to whom it provides access to any of the Confidential Information pursuant to the foregoing sentence that such persons are prohibited from making any use, publishing or otherwise disclosing to others, or permitting others to use for their benefit, or to the detriment of Streamline, any of the Confidential Information. Client shall take all necessary action to protect the confidentiality of the Confidential Information, which obligation to protect such confidentiality shall last indefinitely, except for its disclosure pursuant to this Section 5.2, and hereby agrees to indemnify Streamline against any and all losses, damages, claims, or expenses incurred or suffered by Streamline as a result of Client's breach of this Section 5.2. Client represents and warrants that no Confidential Information, or any portion thereof, shall be exported to any country in violation of the United States Administration Act and all regulations thereunder. 5.3 Non - Solicitation. Client agrees that for a period of twelve (12) months following the termination of this Agreement, Receiving Party shall not, on behalf of itself or any other person or entity, solicit the Services or services of any person or entity that was engaged or employed by Streamline. 5.4 Return of Confidential Information. Any materials or documents which have been furnished by Streamline to Client shall be promptly returned, accompanied by all copies of such documentation, after the termination of this Agreement, or at any time upon Streamline's request. No copies of Confidential Information may be made unless approved in writing by Streamline. 5.5 Injunctive Relief. Client understands and acknowledges that its obligations are necessary and reasonable in order to protect Streamline's business and expressly agrees that monetary damages would be inadequate to compensate Streamline for any breach of any covenant or agreement set forth herein. Accordingly, Client agrees and acknowledges that any such violation or threatened violation shall cause irreparable injury to Streamline and that, in addition to any other remedies that may be available, in law, in equity or otherwise, Streamline shall be entitled to obtain injunctive relief against the breach or threatened breach under this Article 5, or the continuation of any such breach, without the necessity of proving actual damages. 5.6 Legal Proceedings. If Client is requested or required (by oral questions, interrogatories, requests for information or documents in a legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Information, Client shall endeavor in good faith to provide the Streamline prompt notice of the request or requirement so that Streamline may at its expense seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other similar remedy or the receipt of a waiver by Streamline, Client determines, in consultation with outside counsel, in good faith that it is nonetheless required to disclose the Confidential Information, Client may, without liability under this Agreement, disclose to the tribunal only that portion of the Confidential Information that it determines is required to 5 Streamline License and Service Agreement v J 1 ` be disclosed so long as Client uses reasonable efforts to preserve the confidentiality of the other Confidential Information, including, without limitation by cooperating with Streamline to obtain an appropriate protective order or other reliable assurance that confidential treatment shall be accorded the other Confidential Information by the tribunal. - ARTICLE 6 MISCELLANEOUS 6.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter contained herein, and shall supersede all prior and contemporaneous agreements, representations and understandings of the Parties regarding such subject matter including, but not limited to, oral agreements. 6.2 Binding Effect. This Agreement shall be binding on the Parties to this Agreement, and their heirs, executors, administrators, personal representatives, successors, and assigns. 6.3 Recitals. Each of the statements set forth in the Recitals portion of this Agreement shall be deemed for all purposes to be included in the Operative Provisions of this Agreement. 6.4 Exhibits, Sections, and Articles. Any references to Exhibits, Sections, or Articles refer to the actual Exhibits, Sections, and Articles within this Agreement. 6.5 Incorporation. All Exhibits and documents referenced herein are incorporated herein by their specific reference and made a part hereof. 6.6 Waiver. A Party's failure to insist on compliance or enforcement of any provision of this Agreement shall not affect the validity or enforcement, or constitute a waiver of future enforcement, of that provision or of any other provision of this Agreement by that Party or any other Party. 6.7 Modification. Except as otherwise specifically provided herein, no alteration, modification or interpretation of this Agreement shall be binding unless in writing and signed by all of the Parties. Notwithstanding the foregoing, a modification to this Agreement, the effect of which is to increase or decrease the MSF by no more than Four Hundred Dollars ($400) shall be permissible and constitute a binding Agreement modification if same is requested by and acknowledged via e-mail. 6.8 Assignment. Except as otherwise specifically provided herein, all of the rights and obligations of the Parties set forth herein are personal to the Parties and none of the Parties may assign his/her /its rights nor delegate his/her /its duties hereunder to any other Party without the express, prior, written consent of the other Parties. Notwithstanding the previous sentence, Streamline may transfer or assign its rights and obligations under this Agreement to a subsidiary or entity controlling, controlled by or under common control with Streamline or to an entity that acquires Streamline by merger or purchase of all or substantially all of Streamline's assets. 6.9 Force Maieure. Neither party shall be in default of its obligations to the extent its performance is delayed or prevented by causes beyond its control, including but not limited to acts of God, earthquake, flood, embargo, riots, sabotage, fire, labor disturbances, acts of war, acts of terror, radiological, nuclear, chemical, or biological attack, or spread of infectious disease, a new and unforeseeable law or court order that prohibits a party's performance or imposes a substantial and commercially unreasonable burden on a party's performance, or the unavailability of third -party telecommunications or services (after taking all commercially reasonable steps to provide substitutes therefore). 6.10 Indemnification. The Parties agree that they shall defend, indemnify, save and hold harmless one another from any and all third -party demands, liabilities, losses, costs, claims, suits, causes of actions and legal proceedings (including without limitation government enforcement actions) including reasonable attorney's fees and disbursements, judgments and settlements, (the "Liabilities ") against the other Party, its affiliates and their agents, directors, officers, and employees, that may arise or result from: (a) any breach by the indemnifying party of the representations and warranties in the Agreement, the Services provided, performed or agreed to be performed under this Agreement; (b) any injury to person or property caused by any products sold or distributed over equipment, by virtue of the use of the Service, or under the Agreement; (c) any material supplied by either Party infringing or allegedly infringing on the proprietary rights of a third party; or (d) copyright infringement or the infringement of any intellectual property right asserted by a third -party under this Agreement. Each Party will not indemnify and hold harmless one another from negligence or misconduct. 6 Streamline License and Service Agreement v . 2 6.11 Limitation of Liability. Except as otherwise set forth in this Agreement, neither Party shall be liable for any indirect, incidental, exemplary, punitive, or consequential damages under this Agreement, including, without limitation, lost profits, lost goodwill, or lost business, even is such Party has been advised of the possibility of such damages. In no event shall either Party's total liability for any action under this Agreement exceed the total amounts paid by Client during the Term. The limitation of liability shall not apply to any breaches of confidentiality under Article 5. 6.12 No Warranty. Except for the express representations and warranties set forth in this Agreement, Streamline makes no other representations or warranties and hereby disclaims all responsibility for any situation where the security, the availability, or the stability of the Services is compromised by the.Client, site content, or any actions taken by Streamline at the request of Client 6.13 Notices. Any and all notices, demands, offers, requests or other communications required or permitted by this Agreement shall be given in writing and sent by hand delivery or registered or certified mail, return receipt requested, with first -class postage prepaid addressed as follows: If to Streamline: 2271 Lava Ridge Court Suite 110 Roseville, CA 95661 If to Client: THE CITY OF GILROY 7070 CHESTNUT STREET GILROY, CA 95020 Any written notice that is required to be made within a stated period of time shall be considered to be timely if delivered or mailed before midnight on the last date of the period. 6.14 Attorney Fees. If any action at law or in equity or any other proceeding is brought to enforce or interpret the provisions of this Agreement, the prevailing Party in such action or proceeding shall be entitled to reasonable attorney's fees and associated costs. 6.15 Interpretation. Each Party represents and warrants that each of them has had an opportunity to fully review this Agreement and solicit counsel to assist them with such review. If an attorney has not been solicited by a Party, such Party acknowledges that it has chosen not to solicit an attorney because such Party fully understands the legal ramifications of this Agreement. In the event any disagreement should arise between the Parties regarding the interpretation of any of the provisions of this Agreement,,then neither of the Parties shall be entitled to receive any preference by operation of law, or in equity, in the interpretation of such disagreement 6.16 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction; provided, however, that if either of the Parties hereto is thereby denied the substantial benefit of this Agreement, then this Agreement shall be of no further force or effect. 6.17 Effective Date. The Effective Date 'is for reference only. Even if this Agreement does not take effect, Client will be obligated to pay Streamline the reasonable value of any Services Streamline may have performed for Client. 6.18 Venue. The Parties hereby consent tb'personal jurisdiction in any action brought with respect to this Agreement. Each of the Parties agree that this Agreement shall be governed by and construed in'acddfdance -with the laws of the State of California without giving effect to conflicts of law principles thereof and that that venue for any action initiated by any of the Parties pertaining to this Agreement shall be the state or federal courts in County of Santa Clara, California. The Parties hereby waive their right to contest this venue and to initiate such a claim in another venue. 6.19 Independent Contractor. The Parties represent and warrant that Streamline enters into this Agreement, and will remain throughout the Term of the Agreement, as an independent contractor. The Parties represent and warrant that Streamline is not and will not become an employee, partner, agent, or principal of Client while this Agreement is in effect. 6.20 Use of Employees or Subcontractors. Company may, at Company's own expense, use any employees or subcontractors as Company deems necessary to perform the services required of Company by this Agreement. Specifically, Company may elect to use Fire Recovery USA, LLC or FRUSA EMS, entities related to Company, to 7 Streamline License and Service Agreement.vl perform the additional services that may be covered by the Agrccmcnt as described in section 1.5. Client may VA control. direct, or supervise Company's employees or subcontractors in the performance of those semkies. 6.21 Coantcr►sarts and Facsimile Transmission. This Agmanent tray be executed in not ampatts, emb of which shall be an orhgiral. but which together shall moss: one and the sane Agreement. AN fix, diced, mechankd andlor stamped sipamm shall be enesied as orWW sip +C'Awaciawd Signature ") that are associated with d& ASYtownt, as IM as affixed to* the particular document with 6e approvd of the person whose sigmahm is reprsaunled by the Associated Siguatue. That stWI be a rebuttable prestumption that an Associated Sigamumo was affixed to the particular documem wilt the consent of lbe person whose sipnat= is represcnted thereby. 62.E Cooperative Psrcba_ses. This AgreenxM may be used by otha government agc+oics. Company has agm d to offer simibr services to odxr agevices under She same or similar tams and ooadrrions as staled herek except the Company's compensation may be negotiated between the Company and adscr agenda based on the specific revemue expeelations. , agency reimbursed costs. and other agency rrtgnir+eaheets. The CrtyXouoty /or F ire DepararnadProtection Disrict will inn* way wrthatsoeva incur say liability in rebeson to spaafica ons. dcli%cry. payment or any other aspect ofpurchase by other agencies THE PARTIES HAVE E}►'ECUrED THIS AGREEMENT AS OF THE DATE WRITTEN BELOW. "STREAMLINE" Streamline Automation Systems. LLC a California limited Iiabft company Si,r, fur: M. Craig axl r Print Name Its: MasrtC�O Titic 7 Date Approved as to Form: Gilroy City AtlorWs Office 0 00 A City .lf!� Attomey 8 SUsUV I'Accow one scrv*o Avecriv -41 "CLIENT" e– i'i"Y 07- l7 �l�`�`I City or Con"" Name By: — _,_ Sipatum �ctt s r 1 A e q-Pw%5 Print Name Its: 6,oa- Dcv, 0 t R ,, ride F Hosting Solution shall consist of- STREAM 4[4)LINE AUTOMATION SYSTEMS Company Address 2271 Lava Ridge Ct Suite 120 Roseville. CA 95661 us Phone (916) 297 -0205 Quote Name Fire Prevention Created Date 5/24/2017 Quote Number 00000583 Description Streamline Software as a Service (SaaS), Initial Year Fees for 1 Admin License, 4 iPad License, the 2016 California Fire Code, System Setup of up to 3 Checklists and Data Conversion from our Excel format of up to 1,600 records. Also included 8 1 -Hour Sessions of On -line Training. Account Name Gilroy Fire Department Contact Name Jackie Bretschneider Prepared By Damian Regalado Phone (408) 846 -0439 . Email d.regalado @firerecoveryusa.com Email Jacqueline .bretschneider @ci.gilroy.ca.us Bill To Name Gilroy Fire Department Ship To Name Gilroy Fire Department Bill To 7070 Chestnut Street Gilroy. CA 95020 Product Streamline Cloud Fee Quantity 1.001 $495.00 $495.00 Streamline Admin Portal License 1.00 $699.00 $699.00 Streamline Inspections IPad License 4.00! $750.001 $3,000.00 2016 CA Fire Prevention Code 4.00 $107.00 $428.00 Data Conversion Services 1,600.00; $0.35; $560.00 I System Setup 1.001 $695.00 i $695.00 On -Line Training - 8 Hours 1.00 $595.00 $595.00 Totals Subtotal $6,472.00 Terms: Net 30 Discount 0.00% Quote is valid for 90 Days Total Price $6.472.00 Quote Acceptance Info Signature: Name: Title: Date: Last Modified By Damian Regalado Thank you for your consideration. 0j Streamline License and Service Agreement.vl STREAM 1[4)LINE AUTOMATION SYSTEMS Company Address 2271 Lava Ridge Ct Suite 120 Roseville. CA 95661 us Phone (916) 297 -0205 Quote Name Fire OPS Account Name Gilroy Fire Department Prepared By Damian Regalado Email d.regalado@firerecoveryusa.com Bill To Name Gilroy Fire Department Bill To 7070 Chestnut Street Gilroy, CA 95020 Streamline Admin Portal License Streamline Inspections IPad License 2016 CA Fire Prevention Code Totals Terms: Net 30 Quote Is valid for 90 Days Quote Acceptance Info Signature: Name: Title: Date: Thank you for your consideration. EXHIBIT B Created Data 5/2412017 Quote Number 00000584 Description Streamline Software as a Service (SaaS), Initial Year Fees for 1 Admin License, 3 iPad License. the 2016 California Fire Code. Contact Name Jackie Brelschneider Phone (408) 846-0439 Email iacqueline .bretschneider @ci.gilroy.ca.us Ship To Name Gilroy Fire Department 1.00 $699.00 $699.00 3.00 $750.00 $2,250.00 3.00 $107.001! $321.00 Subtotal $3.270.00 Discount 0.00% Total Price $3.270.00 Last Modified By Damian Regalado 10 Streamline License and Service Agreement.vl STREAM tO LINE A JTOMATION SYSTEMS Company Address 2271 Lava Ridge Ct Suite 120 Roseville, CA 95661 us Phone (916) 297 -0205 Quote Name SLI Year 2 Account Name Gilroy Fire Department Prepared By Damian Regalado Email d.regalado @firerecoveryusa.com Bill To Name Gilroy Fire Department Bill To 7070 Chestnut Street Contact Name Gilroy. CA 95020 Created Date 5/24/2017 Quote Number 00000585 Description Streamline Software as a Service (SaaS). $495.00 Annual tees for data hosting, maintenance, Streamline Admin Portal License back -ups, updates and customer service and $699.00 support for the licenses listed below. This Pad Support Renewal encompasses fire prevention and ops. Contact Name Jackie Bretschneider Phone (408) 846-0439 Email lacqueline.bretsGhneider@ci.gilroy.ca.us Ship To Name Gilroy Fire Department Streamline Cloud Fee 1.00 $495.00 $495.00 Streamline Admin Portal License 2.00! i $699.00 $1,398.00 Pad Support Renewal 7.00'. $500.00 $3,500.00 2016 CA Fire Prevention Code 7.001 $107.00 $749.00 Totals Subtotal $6,142.00 Terms: Net 30 Discount 0.00% Quote is valid for 90 Days Total Price $6.142.00 Quote Acceptance Info Signature: Name: Title: Date: Last Modified By Damian Regalado Thank you for your consideration. The Annual Service and Licensing Fee for licensing of Licensed Product is listed above. The Annual Service and Licensing Fee for Hosting Services is listed above. The Annual Remittance Date is the 1 st day of the month of the annual effective date of this agreement. 11 Streamline License and Service Agreement.vl STREAM I(OLINE AUTOMATION SYSTEMS Company Address 2271 Lava Ridge Ct Created Date 5/24/2017 Suite 120 Quote Number 00000583 Roseville, CA 95661 us Description Streamline Software as a Service (SaaS), Initial Year Fees for 1 Admin License, 4 iPad License, Phone (916) 297 -0205 the 2016 California Fire Code, System Setup of Quote Name Fire Prevention up to 3 Checklists and Data Conversion from our Excel format of up to 1,600 records. Also included 8 1 -Hour Sessions of On -line Training. Account Name Gilroy Fire Department Contact Name Jackie Bretschneider Prepared By Damian Regalado Phone (408) 846 -0439 Email d.regalado @firerecoveryusa.com Email jacqueline .bretschneider @ci.gilroy.ca.us Bill To Name Gilroy Fire Department Ship To Name Gilroy Fire Department Bill To 7070 Chestnut Street Gilroy, CA 95020 Product Quantity Sales Price Total - Streamline Cloud Fee 1.001 $495.00 $495.00 Streamline Admin Portal License 1.00 $699.001, $699.00 Streamline Inspections IPad License 4.00' $750.00 $3,000.00 i 2016 CA Fire Prevention Code 4.00 $107.00 $428.00 Data Conversion Services 1,600.00 $0.35 $560.00 System Setup i 1.00 $695.00, $695.00 On -Line Training - 8 Hours 1.00' $595.00 $595.00 Totals Subtotal $6,472.00 Terms: Net 30 Discount 0.00% Quote is valid for 90 Days Total Price $6,472.00 Quote Acceptance Info u. Signature: Name: Title: Date: Last Modified By Damian Regalado Thank you for vour consideration. �STREAM I(OLINE AUTOMATION SYSTEMS Company Address 2271 Lava Ridge Ct Created Date 5/24/2017 Suite 120 Quote Number 00000584 Roseville, CA 95661 us Description Streamline Software as a Service (SaaS), Initial Year Fees for 1 Admin License, 3 iPad License, Phone (916) 297 -0205 the 2016 California Fire Code. Quote Name Fire OPS Account Name Gilroy Fire Department Contact Name Jackie Bretschneider Prepared By Damian Regalado Phone (408) 846 -0439 Email d.regalado @firerecoveryusa.com Email jacqueline.bretschneider @ci.gilroy.ca.us Bill To Name Gilroy Fire Department Ship To Name Gilroy Fire Department Bill To 7070 Chestnut Street Gilroy. CA 95020 Product - Streamline Admin Portal License 1.00 $699.00 $699.00 Streamline Inspections [Pad License 3.00 $750.00 $2,250.00 2016 CA Fire Prevention Code 3.00. $107.00 $321.00 Totals Subtotal $3,270.00 Terms: Net 30 Discount 0.00% Quote is valid for 90 Days Total Price $3,270.00 Quote Acceptance Info Signature: Name: Title: Date: Last Modified By Damian Regalado Thank you for your consideration. 5Yk IEAM I(OLINE AUTOMATION SYSTEMS Company Address 2271 Lava Ridge Ct Created Date 5/24/2017 Suite 120 Quote Number 00000585 Roseville, CA 95661 us Description Streamline Software as a Service (SaaS), Annual fees for data hosting, maintenance, Phone (916) 297 -0205 back -ups. updates and customer service and Quote Name SLI Year 2 support for the licenses listed below. This encompasses fire prevention and ops. Account Name Gilroy Fire Department Contact Name Jackie Bretschneider Prepared By Damian Regalado Phone (408) 846 -0439 Email d.regalado @firerecoveryusa.com Email jacqueline .bretschneider @ci.gilroy.ca.us Bill To Name Gilroy Fire Department Ship To Name Gilroy Fire Department Bill To 7070 Chestnut Street Gilroy, CA 95020 Product Quantity Sales Price Total Streamline Cloud Fee 1.00 $495.00 $495.00 Streamline Admin Portal License 2.00 $699.00 $1,398.00 i iPad Support Renewal 7.00: $500.00 $3,500.00 2016 CA Fire Prevention Code 7.00 $107.00 $749.00 Totals Quote is valid for 90 Days Total Price $6,142.00 Quote Acceptance Signature: Name: Title: Date: Last Modified By Damian Regalado Thank you for vour consideration. FIRFRFC -02 SERRANOS CERTIFICATE OF LIABILITY INSURANCE DATE (MMI 01�) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement (s). PRODUCER Insurance Office of America, Inc. 1855 West State Road 434 Longwood, FL 32750 NANTACT Sheila Serrano PHONE (A/C, No, Et): (407) 788 -3000 (A/C, No):(407) 788 -7933 E -MAIL INSURERS AFFORDING COVERAGE NAIC # 09/06/2017 INSURER A: Sentinel Insurance Company, Ltd 11000 $ 1,000'000 INSURED INSURERB:Twin City Fire Insurance Company 29459 INSURER C: Westchester Surplus Lines Insurance Company 10172 Streamline Automation Systems, LLC INSURER D:Philadelphia Indemnity Insurance Company 18058 2271 Lava Ridge Ct #120 Roseville, CA 95661 INSURER E GENERAL AGGREGATE INSURER F: PRODUCTS - COMP /OP AGG $ 2,000,000 rnVFRAr;FS CFRTIFICATF NIIMRFR- RFVISIAN NIIMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS • X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F—X] OCCUR HNOA $1 Mil X 21SBABT9461 09/06/2017 09/06/2018 EACH OCCURRENCE $ 1,000'000 DAMAGE TO RENTED MIS 1,000,000 X MED EXP (Any one perrson $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY X jpgT 7 LOC OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP /OP AGG $ 2,000,000 $ • AUTOMOBILE X LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS AUTOS ONLY Ix AUOTo ONLY 21SBABT9461 09/06/2017 09/06/2018 COMBINED SINGLE LIMIT $ 1,000,000 BODILY INJURY Per person) $ BODILY BODILY INJURY Per accident $ Perr accdent AMAGE $ • X UMBRELLALIAB EXCESS LIAB X I OCCUR CLAIMS -MADE 21SBABT9461 09/06/2017 09/06/2018 EACH OCCURRENCE $ 1,000'000 AGGREGATE $ DELI I I RETENTION$ 1,000,000 B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY OFFICER/MEI BER EXCLUDED ECUTIVE Y (Mandatory in NH) It yes, describe under DESCRIPTION OF OPERATIONS below N / A 21WECP07250 05/01/2017 05/01/2018 X PER OTH- E.L. EACH ACCIDENT 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 C D Errors & Ommissions Cyber Liability G2759766A 003 PHSD1188354 05/1412017 11112/2016 05/14/2018 11/12/2017 Per Claim /Aggregate Cyber Liability 2,000,000 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached 9 more space Is required) Software Purchase and data import with a 1 year renewal per contract and quotes. City of Gilroy, its officers, officials and employees are Additional Insured per forms IH12001185 and SS00080405 on the General Liability policy. City of Gilroy, its officers, officials, and employees 7351 Rosanna Street SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE �� �i•rL.7cSir� ACORD 25 (2016/03) ©1988 -2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 21 SBA BT9461 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON - ORGANIZATION CITY OF ROSEVILLE ROSEVILLE CA 95678 CITY OF GILROY, ITS OFFICERS, OFFICIALS, AND EMPLOYEES 7351 ROSANNA STREET GILROY, CA 95020 CITY OF SACRAMENTO 915 I ST SACRAMENTO, CA 95814 CITY OF STOCKTON ATTN: MICHAEL ROUSH 452 N. EL DORADO STREET STOCKTON, CA 95202 CLAYTON COUNTY BOARD OF COMMISSIONERS CLAYTON COUNTY,GEORGIA C/O CLAYTON COUNTY CENTRAL RISK MANAGEMENT ATTN:BETTY WALKER 7994 N.MCDONOUGH STREET JONESBORO,GA 30236 LOC 001 BLDG 001 Form IH 12 00 1185 T SEQ. NO. 001 Printed in U.S.A. Page 001 Process Date: 09/26/17 Expiration Date: 09/06/18