CONTRACT 6942 One Page Service AgreementAgreement No. 6942
Services Agreement
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4'(004y voo %m"T fl.ld a dhocMistreWing to Insurance and other requirements that ire required for doing business vhffi the City of El �,Aquodri.
k�.Ih t lose 4Lmis chpded-off air MANDATORY, however it your standard plicies exceed the mmirriurn requirements please include-
Cornmercial general rjabllltr insurance must meet or exceed the requirements of 180.CGL Form No. CG 20 101185 or equivalent,
71,v amoun', of inown, noe set f df1 hetovv will be a rambined single lined per occurrence for bodily injury, personal injury, and property damage
forlhcl Policy coverage, Liability policies will be endorsed to name the City, its officials, and employees as "additional insured's"
under said Insurance coverage and to state that such Insurance will be deemed "primary" such that any other insurance that may
be carried by the City will be excess thereto. Such insurance must be on an "occurrence," not a "claims made," basis and will not
be cancelable or subject to reduction CKdcept upon, thirty (34) days prior written notice to the City. Please find additional Terms and
Conditions on the reverse side of this Services Agreement This Is not a purchase order or an authorization to begin work.
including coverage for premises, products and completed operations, independent contractors,
perwnal injury and contractual !!gallons with combined single limits of coverage of at least 11,ED 000 per octdrrence.
Auto Liability, including owned, non -owned and hired vehicles with at least:
ED $1.000,000 per occurrence,
0 9 100100 - 0f1.00g1 per occurrence.
D As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company.
wo*ers' Corn DenSation Insurance: as required by State Statutes ' Waiver of Subrogation. (Not needed if Self-employed with
- -
no employees and CONTRACTOR signs statement to this effect.)
Lu�Lmess License: The CONTRACTOR shall agree to have a current City of El Segundo license on file at City Hall or purchase said
license (at no wst to the City).
El Permits. Plans must be approved and permit(s) issued (no fee) by the Planning and Building Safety it appropriate. Call the Planning
Manager @ (310) 524-2340 if you have questions.
❑ Cooyofvalid picture I.Q. (Drivers license etc.)
PLEASE NOTE: ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINEDAND ON FILE, PRIOR TO THE ISSUANCE OF A CITY PURCHASE
ORDER BEING SENT TO YOU (VIA FAX OR HARD COPY) BY THE PURCHASING AGENT, THUS AUTHORIZING COMMENCEMENT OF WORK FOR THE
CITY.
Sax �ed �Iele a0 �blan�s COPY REQUIRED BACK TO THE CITY
Company Name: Dura Software, Inc. dba Fenestrae, LLC C, Flo
Company Street Address: 425 Soledad, Suite 500 Fy (Name 8. Title): By (Na Title):
City, State, Zip: San Anionic, TX 78206 Date Signed: April 30, 2024
Phone:770-662-5445 FAX:+31 88 1186 610
Vendor's Email Address* DianeL@fenestrae.com Vendors Website: fenestrae.com\en
Mail original agreement and insurance to: City of El Segundo - City Clerk 350 Main Street, Room 5, El Segundo, CA 90245-3813
ONinator/Department Contact Nouven Lo Date initiated: April 10, 2024
Department Head Approval.Date Approved:
bqy9ye4
Insurance Approval! ' — Dale Approved: 21ba?4—
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City All y City Manager 'City Clerk
El Segundo 6 Feriestrae - Cloud Fax - 04.11.24.dorx Revised 3/28123
1.GENERALLY. The materials, supplies, or services (collectively,
"Purchase") covered by this services agreement and purchase order
("Order") must be furnished by Seller subject to all the terms and
conditions contained in this order which Seller, in accepting this order,
agrees to be bound by and comply with in all particulars. No other terms
or conditions are binding upon the parties unless subsequently agreed to
in writing. Written acceptance or shipment of all or any portion of the
Purchase covered by this order constitutes unqualified acceptance of all
terms and conditions in this order. The terms of any proposal referred to
in this order are included and made a part of the order only to the extent it
specified the Purchase ordered, the price, and the delivery, and then only
to the extent that such terms are consistent with the terms and conditions
of this order.
2.INSPECTION. The Purchase furnished must be exactly as specified in
this order, free from all defects in Seller's performance, design,
workmanship, and materials, and, except as otherwise provided, is subject
to inspection and test by City at all times and places. If, before final
acceptance, any Purchase is found to be incomplete, or not as specified,
City may reject it, require Seller to correct it without charge, or require
delivery of such Purchase at a reduction in price that is equitable under
the circumstances. If seller is unable or refuses to correct such items
within a time deemed reasonable by City, City may terminate the order in
whole or in part. Seller bears all risks as to rejected Purchases and, in
addition to any costs for which Seller may become liable to City under
other provisions of this order, must reimburse City for all transportation
costs, other related costs incurred, or payments to Seller in accordance
with the terms of this order for unaccepted Purchases. Notwithstanding
City's acceptance of any Purchase, Seller is liable for latent defects, fraud,
or such gross mistakes as constitute fraud.
3.CHANGES. City may make changes within the general scope of this
order in drawings and specifications for specially manufactured supplies,
place of delivery, method of shipment or packing of the order by giving
notice to Seller and subsequently confirming such changes in writing. If
such changes affect the cost of or the time required for performance of
this order, an equitable adjustment in the price or delivery or both must be
made. No change by Seller is allowed without City's written approval.
Any claim by Seller for an adjustment under this section must be made in
writing within thirty (30) days from the date of receipt by Seller of
notification of such change unless City waives this condition in writing.
Nothing in this section excuses Seller from proceeding with performance
of the order as changed.
4. TERMINATION. City may terminate this order at any time, either
verbally or in writing, with or without cause. Should termination occur, City
will pay Seller as full performance until such termination the unit or pro
rata order price for the performed and accepted portion of the Purchase.
City may provide written notice of termination for Seller's default if Seller
refuses or fails to comply with this order, If Seller does not cure such
failure within a reasonable time period, or fails to perform the Purchase
within the time specified (or allowed by extension), Seller will be liable to
City for any excess costs incurred by City.
5.TERM ! TIME EXTENSION. This Agreement's term will be from April
30, 2024 to April 30, 2025, City may extend the time for completion if, in
City's sole determination, Seller was delayed because of causes beyond
Seller's control and without Seller's fault or negligence. In the event delay
was caused by City, Seller's sole remedy is limited to recovering money
actually and necessarily expended by Seller because of the delay; there is
no right to recover anticipated profit.
&REMEDIES CUMULATIVE. City's rights and remedies under this order
are not exclusive and are in addition to any legal rights and remedies.
7.TITLE. Title to materials and supplies purchased under this order pass
directly from Seller to City upon City's written acceptance following an
actual inspection and City's opportunity to reject.
&PAYMENT. City will pay Seller after receiving acceptable invoices for
materials and supplies delivered and accepted or services rendered and
accepted. City will not pay cartage, shipping, packaging or boxing expenses
unless specified in this order. Drafts will not be honored.
9.INDEMNIFICATION. Seller agrees to indemnify and hold City harmless from
and against any claim, action, damages, costs (including, without limitation,
attorney's fees), injuries, or liability, arising out of the Purchase or the order, or
their performance. 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 the Purchase or order, or their performance, Seller will defend
City (at City's request and with counsel satisfactory to City) and indemnify City
for any judgment rendered against it or any sums paid out in settlement or
otherwise. For purposes of this section "City" includes City's officers, elected
officials, and employees. It is expressly understood and agreed that the
foregoing provisions will survive termination of this order. The requirements as
to the types and limits of insurance coverage to be maintained by Seller, and
any approval of such insurance by City, are not intended to and will not in any
manner limit or qualify the liabilities and obligations otherwise assumed by
Seller pursuant to this order, including, without limitation, to the provisions
concerning indemnification,
10.WARRANTY. Seller agrees that the Purchase is covered by the most
favorable commercial warranties the Seller gives to any customer for the same
or substantially similar supplies or services, or such other more favorable
warranties as is specified in this order. Warranties will be effective
notwithstanding any inspection or acceptance of the Purchase by City,
11.ASSIGNMENT. City may assign this order. Except as to any payment due
under this order, Seiler may not assign or subcontract the order without City's
written approval. Should City give consent, it will not relieve Seller from any
obligations under this order and any transferee or subcontractor will be
considered Seller's agent.
12.INSURANCE. Seller must provide the insurance indicated on the face
sheet of this Services Agreement,
13.PERMITS. Seller must procure all necessary permits and licenses, and
abide by all federal, state, and local laws, for performing this order.
14.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 order 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,
15.WAIVER. City's review or acceptance of, or payment for, work product
prepared by Seller under this order 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. A waiver by City of any breach of any term,
covenant, or condition contained in this order will not 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.
16.INTERPRETATION. This Agreement was drafted in, and will be construed
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.
17.CONSISTENCY. In interpreting this Agreement and resolving any
ambiguities, this Agreement takes precedence of any attached exhibit with
conflicting provisions.
II &CONSIDERATION. As consideration, CITY agrees to pay CONTRACTOR
for CONTRACTOR's services not to exceed a total of $1,865 for the work.
CITY will pay for work as specified in the attached Exhibit "A," which is
incorporated by reference.
19.EXHIBITS, Exhibit "A" — Fenestrae Quote No. 00002116
Agreement No. 6942
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Account
Account Name City of El Segundo Contact Name Todd Selby
Billing Address 350 Main St. El Segundo, CA 90245 Title Information Systems Manager
Phone 310.524.2375
Quote Details
Quote Number
00002116
Created Date
3/21/2024
Expiration Date
6/30/2024
month/Per Fax Number (Billed Annually)
Faxina€ion Cloud 2024 - Setup (One off cost)
Porting costs - Per number
Product Description
Prepared By Diane Liebenberg
Title Account Executive
Email dianel@feneslrae,coin
. c ruuQ" ,-111 luarly
FXCLOUDSETUP , One -Time i
GENERIC Annually
Subtotal
Maintenance
Amount
Total Price
220.00 ) 1,540.00
USD' USD
1.00 '150.00 150.00
i USD; USD
5.00
35,00 : 175.00
USD 1,865.00
0.00
USD 1,865.00
Description Including 5 ported fax numbers and 2 new fax numbers, 100 pages per fax number per month_ Overage charged at 0.07
cents per page.
Terms & Conditions
Terms and Conditions USA
ORDER FORM TERMS AND CONDITIONS
1.Offer
1.1. Subject to the terms of these Terms and Conditions (the "Agreement"), Fenestrae will use commercially reasonable
efforts to provide Customer the deliverables as stated on the Order Form during the period specified by Fenestrae. In the
event that no period is specified, the offer made by Fenestrae is free of obligations.
1.2_ Pieces of advice and/or quotations shall be free of obligations and shall be based on information supplied by the
Customer,
1.3. Any additional understandings entered into after the conclusion of an agreement and/or promises made or made on
behalf of Fenestrae by its employees, its sales persons, agents. representatives or any other intermediaries of Fenestrae,
shall only be binding upon Fenestrae if these have been confirmed by Fenestrae in writing.
1.4. As part of the registration process, Customer will register an administrative user name and password for his account.
Fenestrae reserves the right to refuse registration of, or cancel passwords it deerns inappropriate due to the fact the
password does not meet the minimum requirements set by Fenestrae.
1.5. Subject to the terms hereof, Fenestrae will endeavor to provide Customer with reasonable support services, through
electronic mail or another online mechanism, in accordance with Fenestrae's standard practice.
2. Restrictions and Responsibilities
2.1. Customer represents, covenants, and warrants that Customer will use the services, software and/or hardware
provided by Fenestrae (the "Services") only in compliance with provided terms, conditions and policies in effect and all
Agreement No. 6942
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applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Fenestrae against any
damages, losses, liabilities, settlements and expenses (including, without limitation, legal costs and attorneys' fees) in
connection with any third -party claim or action that arises from an alleged violation of the foregoing or otherwise from
Customer's use of the Services. Although Fenestrae has no obligation to monitor Customer's use of the Services,
Fenestrae may do in a way as stated in the privacy policy of Fenestrae and may prohibit any use of the Services it
believes may be (or alleged to be) in violation of the foregoing.
2.2. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect
to, access or otherwise use the Services, including, without limitation, modems, hardware, server, multifunction
peripherals, scanning devices, operating system, networking, web servers, long distance and local telephone service
(collectively, "Equipment")_ Customer shall also be responsible for maintaining the security of the Equipment. Customer
account, passwords (including but not limited to administrative and user passwords) and all files, and for all uses of
Customer account or the Equipment with or without Customer's knowledge or consent.
3. Confidentiality; Proprietary Rights
11. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may
disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as
"Proprietary Information" of the Disclosing Party), Proprietary Information of Fenestrae includes, but is not limited to,
non-public information regarding features, functionality and performance of the Service and/or Software. Customer shall
provide data to Fenestrae to enable provision of the Services ("Customer Data"). Proprietary Information of Customer
includes non-public Customer Data. The Receiving Party agrees: (i) to take reasonable precautions to protect such
Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or
divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not
apply if any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b)
was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without
restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing
Party or (e) is required to be disclosed by law.
3.2. Customer shall own all rights, title and interest in the Customer Data, as well as any data that is based on or derived
from the Customer Data and provided to Customer as part of the Services. Fenestrae (and/or its licensors) shall own and
retain all rights, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto, (b)
any software, applications, inventions or other technology developed in connection with Services or support, and (c) all
intellectual property rights related to any of the foregoing.
3.3. Fenestrae shall under no circumstances be liable to the Customer for the consequences of an infringement of any
patent rights or copyrights, if this infringement arises from or is based on the use of Services or documentation provided
by Fenestrae in combination with any other products or services that were not delivered by Fenestrae.
3.4. Notwithstanding anything to the contrary, Fenestrae shall have the right to collect and analyze data and other
information relating to the provision, use and performance of various aspects of the Services and related systems and
technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and
Fenestrae will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the
Services and for other development, diagnostic and corrective purposes in connection with the Services and other
Fenestrae offerings, and (if) disclose such data solely in aggregate or other de -identified form in connection with its
business. Customer shall only acquire those rights of use that are explicitly granted in these terms and conditions and by
law. Any rights of use granted to the Customer shall be non-exclusive, non -transferable to third parties and
non-sublicensabte.
4. Payment of Fees
4.1, Customer will pay Fenestrae the then applicable fees described in the Order Form for the deliverables in accordance
with the terms therein (the "Fees"). if Customer's use of the Services exceeds the Service capacity set forth on the Order
Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for
such usage and Customer agrees to pay the additional fees in the manner provided herein. Fenestrae reserves the right
to change the Fees or applicable charges and to institute new charges and Fees al the end of the initial service term as
specified in the Order Form (the "Initial Service Term") or then current renewal term, upon thirty (30) days prior notice to
Customer (which may be sent by email). If Customer believes that Fenestrae has billed Customer incorrectly. Customer
must contact Fenestrae no later than 60 days after the invoice dale on the first billing statement in which the error or
problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Fenestrae's customer
support department.
4.2. Fenestrae may choose to bill through an invoice, in which case, full payment for invoices issued in any given month
must be received by Fenestrae thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a
finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus
all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes
associated with Services.
4.3. All prices quoted by Fenestrae are net, and therefore exclusive of any sales turnover fax due, and any other
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governmental levies imposed and exclusive of additional costs such as costs with respect to packaging, carriage and
insurance.
5. Retention of ownership
5.1, All goods delivered by Fenestrae that are still under or with the Customer shall remain (fie properly of Fenestrae until
payment in full of all that the Customer may be due to Fenestrae frorn any cause whatsoever, including interest and costs.
5.2. Fenestrae shall at all times be entitled on the basis of title retention to have the goods delivered removed from the
premises of the Customers in the event that the Customer wholly or partially does not perform his obligations towards
Fenestrae.
5.3. Any taking back of goods in conformity with the provisions of this clause shall leave in full force and effect the right of
Fenestrae to claim damages under the provisions that apply to any imputable failure in the performance of an obligation.
6. Renewal
6.1. This agreement is for the Initial Service Term. Fenestrae can automatically renew the service for additional periods of
the same duration as the Initial Service Term, unless either party request termination at least thirty (30) days prior to the
end of the Shen -current term.
7. Warranty
7.1. All deliverables and Services as mentioned on the Order Form are delivered "as is" without any warranty of any kind,
whether express of implied, including, without limitation, warranties of merchantability or fitness or a particular purpose.
8. Limitation of Liability
8.1. The total aggregate liability of Fenestrae due to an attributable failure in the performance of the Services, the
obligations as set in this Agreement or on any legal basis whatsoever shall be limited to compensation for direct darnage
or loss not exceeding 100% of the price owed by Customer (excluding VAT) under the Order Form in the 12 months prior
to the act that give rise tot the liability,
8.2. The liability of Fenestrae for indirect darnage or loss, consequential loss, loss of profits, lost savings, reduced
goodwill, loss due to business interruption, loss arising from the use of items, materials or data and loss arising from
corruption, destruction or loss of data or documents is excluded. In particular, Fenestrae accepts no liability for loss arising
from the results of the Services being unsuitable for any use or any commercial application and/or the application of the
results and/or data infringing any third -party rights.
8.3. Neither party can invoke any limitation of liability in case of intent or deliberate recklessness of such party, its
personnel or any third party engaged by such party.
9. Miscellaneous
9.1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to
the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable and
Parties will negotiate an alternative provision.
9.2. This Agreement is not assignable, transferable or sublicensable by Customer except with Fenestrae's prior written
consent.
9.3. Fenestrae may transfer and assign any of its rights and obligations under this Agreement without consent.
9.4. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes
and cancels all previous vvrilten and oral agreements, communications and other understandings relating to the subject
matter of this Agreement.
9.5. All waivers and modifications to this Agreement must be in a writing signed by both parties, except as otherwise
provided herein.
9.6. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not
have any authority of any kind to bind Fenestrae in any respect whatsoever.
9.7. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover
costs and attorneys' fees.
9.8. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if
personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if
sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail.
return receipt requested.
9.9, The agreements between Fenestrae and Customer will be governed by the laws of The Netherlands without
reference to any choice of law provisions. Any dispute that may arise in connection with the interpretation or
implementation of the agreements between Fenestrae and Customer shall be submitted to a court of competent
jurisdiction located in The Hague.
9.10. Customer agrees to comply with all European Union and foreign export control laws or regulations applicable to the
Service. Customer shall promptly notify Fenestrae of any export restrictions that may apply to Customer. The Service
Agreement No. 6942
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provides technology that may be subject to export controls regulations. Customer acknowledges and agrees that the
Service shall not be used in or by, and none of the underlying information or technology may be transferred or otherwise
exported or re-exported to any embargoed country or a national or resident thereof. Country embargoes are subject to
change without notice. By using the Service, Customer warrants that it and its Users are not located in, under the control
of, or a national or resident of an embargoed country. Customer agreed to comply strictly with all applicable export laws
and assumes sole responsibility for obtaining licenses to export or re-export as may be required.
9.11. The Service, content, other Technology Fenestrae makes available, and derivatives thereof may be subject to export
laws and regulations of the United States and other jurisdictions. Each party represents that it is not narned on any U.S.
government denied -party list. Customer shall not permit Users to access or use any Service or content in a U.S.
embargoed county or in violation of any U.S. export law or regulations.
Signature
Signature:
Print Name:
Date:
Fenestrae LLC Tel. +1 770-622-5445
425 Soledad St Suite 400 Fax. +1 770-622-5465
San Antonio, TX 78205 orders@fenestrae.com
United States of America finance@fenestrae.com