CONTRACT 7060 Vender AgreementAgreement No. 7060
41140 STREAMLINE
AUTOMATION SYSTEMS
LICENSE A_ND SERX-ICE AGREE'% EN_r
This License and Service Agreement (the -:Agreement") is entered into as of 8/14/2024 (the "Effective Date") by and
betiyeen the following parties: Streamline Automation Systems. LLC (Streaniline and --Company'"), with its principal place of business at 2271
Lana Ridge Court. Suite 120, Roseville: CA 95661, on the one hand; and the CITY OF EL SEGUNDO Client'), with its principal place of business
at 314 MAIN ST- EL SEGUNDO. CA 90245, on the other hand- Streamline and Client are sometimes referred to hereafter individually as -Pact
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 PROS-ISIO- S
NOW THEREFORE_ FOR VALUABLE CONSIDERATION. THE PARTIES AGREE AS FOLLOWS:
ARTICLE 1
LICENSING AND SERVICE
1.1 L t' efr m wp q'. Streanine s software, object code versions of software. mobile device software (i-e, app) platform, and related items
(collectively, the "Licensed Psi ra Cc`1 shall be the subject matter of this ALtreement- The Licensed Property_ is more specifically set forth in Exhibit
A-
11 Term. This Agreement shall, unless terminated sooner as provided in this Agreement, be in effect commencing on August ld, 2024 and ending on
June 30. 2021i (the "Initial Term"), This Agreement shall automatically renew for successive one (1) year terms (the "Extension Temns") 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 Terms) shall collectively be referred to herein as the "Term-"
13 C'rrgtt of Rs9n@" ro °° SgetJlgrt+f,. 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 vlodify, copy, or otherwise reproduce the Licensed Property;
13 -) Reverse engineer, decompile, disassemble, or otherwise attempt to derive any source code for or structure of the Licensed Property. and
L33 Distribute. sublicense- assign. share. sell- lease- securitize. or otherwise transfer the Licensed Product or Clients 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 1.3-17 1.3 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.
13 33 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 "1 ,tirl 5u flit a)I;" 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 recover- 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 3 Any future services, in addition to the
Hosting Services- that the Parties agree to (",ddgtictrqt1 1? "): 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 asset forth in Section 1 3-the Hosting Services- and
the Additional Services shall hereinafter collectively be referred to as the "Service(s)
1, 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 ' Annaaa1 Sett use,. aM Lsrenwgp 1 ,s'° or -'ASLF") Payment of the first
ASLF shall be made by Client concurrently with the execution of this Agreement by all applicable Parties. The ttnaal erJy t t P _'a,11s' is set
forth in Exhibit B- All future installments of ASLF after the first has been paid shall be due and payable on the Annual Remittance Date If
payment is not received 60 days from the initial date of this agreement or from the mvoice date of the renewal of this agreement a 1-59,6 surcharge
will be assessed per month(s) until payment is received in full- The License and Service Fees do not include a provision for any federal- state or
local taxes- In addition to the License and Service Fees set forth in this Agreement. the Client %vill be responsible for paving any federal state or
local taxes related to this Agreement however or whenever Company of Client become aware of any such liability -
Streamline License and Service Agreement Revised 12 14 2020
Agreement No. 7060
local taxes, In addition to the License and Service Fees set forth in this Agreement- the Client w-ilI be responsible for paving any federal. state or
local taxes related to this Agreement however or whenever Company of Client become aware ofanv such liabilit,,,
1.6 In the event that Client shall fail to pay the _ALSF 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 ivith 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 mjes, in 2Except in the case of material change in the Services agreed to in,�vrit= by both Parties. Streamline shall not raise its -'umual
_F,� ��. E - e
Service Fee before the expiration of the Initial Term. Notwithstanding- Streamline shall have the right, from tine to time. to revise on a service-tiv-
service basis- after the Initial Term. any of the fees set forth in this Agreement Revised fees shall take effect on the -Annual Remittance Date of
that tear (For example, if the Annual Remittance Date is the first of each vear and the revised fee schedule is effective on November 5 1010 then
the revised fees and the subsequent revised ALSE shall take effect aid be due on December 1, 1020) Streamline shall provide Client xvith a 30
(thirty) day notice prior to airy proposed pricing increase- In the case of a material change. the Parties shall mutually execute arvriven amendment
regarding the same.
LS Ac Client may only use the Services for lawful purposei 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
Streamlines 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 damage,, to Client for any
interruption in Service vvitlim nvo (2) business days after providing written notice ce and a request to cure, which notice shall specify Streamline's
good faith and reasonable belief as to w1tv the Service is being used in contravention of this Agreement or the AUP,
1.9 HIPAA DiSCLAEMFI: You may NOT use the Streamline Inspections software application and the cloud -based inspection platform
for hosting
g protected health information" as that term is used in the Health Insurance Portability and Accountabilov Act ("HIPAck`)
Streamline Inspections software is NOT FE:PAA compliant and was not designed for storage of information which is protected under
applicable HIIiAA rules. Users are solely responsible for any applicable compliance with federal and state laivs.governang pnvaci, and
security of personal data including medical and other sensitive data. lVe specifically disclaim any representation or warrant that the
Software. as offered- complies with the federal IUP-,3,A guidelines Use of the Software for storage of "protected health information --
as defined by FURk-A, is a material ,-rotation of this Agreement- We do not sign' Business -Associate Agreements" and the user of the
Software agrees that the Company is not a Business Associate or subcontractor or agent of yours pursuant to HIP --,\-A
10 "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
, I T -
gMgng�;p for Came- In the event Client or Streamline breaches ariv material provision of this Agreement and fails to cure such breach within
ten (10) days after written notice thereof the non -breaching Path- may terminate this Agreement atmediatelv by v.-ritten notice to the other Party -
In the event that Client or Streamlme= (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 AL SF as set forth under Section 1.6: (f) failure
to abide by the licensing restrictions, set forth under Section 13 or Section 1,4- or (g) ceases to do business in the ordinary course: then the other
party may'temarnate this Agreement immediately by written notice.
h L3 in the event this Agreement is terminated by Streaniline for cause, Client shall pay Streamline for all Services
through the remaining balance of the Term-
3.3 any termination ofthis 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
24 Righta unon Termination witho in o-T
Cause,- In the event this Aeement 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 includirg, the date of termination
2_; Removal of Upon any termination of this Agreement- Streamline shall remove all site content and or any Licensed Product from any of
Streamlines equipment or any ofChent's equipment carrving the same- Client acknowledges that in the event of termination of this Agreement -
Streamline does not retain and shall not be responsible for any damage to or loss of the Clients site content or other data.
ARTICLE 3
REPRESENTATIONS _-VND WARRANTIES
11
. $j- hgjjjlqj, t;ljj,atwni Streamline represents and warrants that it:
31 1 Shall provide the Services in reasonable conformance with the specifications set forth in this Agreement and the Exhibits-
3, 1 -1 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 propertv right with respect to the Services- and
3-14 O):vn(s), or has the authority to use. all hardware, software and other materials necessary to provide the Services described herein.
StreamlineLicense and Service Agreement Revised 12 14 2020
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Agreement No. 7060
I i -
3, 15 Ackno-,vledges that Client owns; the data entered into the si stein during clients use of the software and data ma% be provided back to the Client
upon termination of this aareement upon vmtten request of the client -
Client and the undersigned sianaton- for Client represents and warrants that he she it:
I Cisvii(s)- or has the authority- to use, all hardware, soffivare and other materials regardina the Client Supplied Software:
3 _2 2 Has full authority' to enter into this Agreement on behalf of Chent:
3_? 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 Streanilme's reasonable control
326 Acknowledges and agrees that Streamline does not guarantee the integrity of data stored or transmitted -via Clients system hardware or via the
Internet
3_' 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 Clients system_ unless caused mr the gross negligence or illegal misconduct of Streamline, its employees- or anyone or anythingunder
Streamline s reasonable control
ARUCLE 4
SERVICE LEVEL GU'AkANTEES AND TERMS
41 Nevvonk Avadibibly Oua[,agVee Sctpl Streamline guarantees that it shall maintain one hundred percent (100%) up time, excluding Scheduled
it
Maintenance (as defined in Section 4 21), for facilities and the Streamline network as follows:
41 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 ofdisruptions to either the data center or the front-end network (a "L,"gyfrLd.QutLve"), Streamline shall- as Clients sole and exclusive remedy
for failure to meet the foregoing -guarantee- credit the Clients account for every five (5) consecutive minutes of such Covered Outaae with a sum
equal to the prorated ALSffisr -one (1) day of Services for the affected server(s) I . subject to a maximum credit during ariv calendar month as limited
by Section 4 6 (the In no event shall the Scheduled Maintenance be deemed a Covered Outage entitline, Client to a
Standard Service Credit.
4, ' Schedulod MainMaintellance" shall mean anv 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 vvindow for service-affectina maintenance is between the houn, of 1-1-0 1 a.m. and 5 -00 a.m_
local time on a Saturdav or Sundav Streamline shall use reasonable commercial efforts to coordinate with Client vviteriphinninir any maintenance
so as, to minimize impact to Client and its customers, ? by Streamline- its subcontractors or 77 shall mean any maintenance
service providers that does not meet the definition of Scheduled Maintenance,
433 Servvge ai,viiLabdm, Guam nt,,ePfocess "Ngrwork Unavailabifity" 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 Clients virtual server is located (other than Scheduled Maintenance). Outage., shall be counted as Network -
Unavailability only if Client opens a trouble ticket with Streamline Client support ivrithin five (5) days ofthe outasie. Network Unavailability shall
not include attv uriavailabilihi 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 (it) reasons of force majeure as set forth in Section 69
4.4 Sen,co 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 L iar��fyiig �A_v all 3,1l igg Af Streamline does not restore the server within such period. Streamline shall, upon Client's iNritten request, credit Cliem.3
account ten percent (10%) of the ALSF, and an additional ten percent (10%) of the _ALSF 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 farce
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 AUK.
4_Exce vtions to the Credit Process- Credit shall not be issued due to failures that are, as solely determined by Streamline- in its reasonable judgement_
a result of (a) Scheduled Maintenaric e and or Emergenev -Maintenance and upgrades; (b) violations of the AUP: or (c) Events of Force _MaJ eure as
set forth in Section 6-9.
4.6 Maximum Credits Available- The total credit available to Client in any particular calendar months in no event exceed the ALSF for such
month.
47 juXport. Streaudine shall maintain a help desk- vvhich 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 LSffi 6592,249 as well as the Streamline support ticket system. and available 24
hours a day, 7 days a week- 365 days a vear (366 days in a leap year)
ARTICLE 5
CONFIDENTLA1 TNTORNLATION
5.1 ingi For purposes of this Agreement- -Con fUggig! shall mean Streamline s proprietary information- including-
vvithout limitation- information concerning parents, trademarks, copynghts- or other intellectual properly- licensed by Streamline- technical data
business methods, software, hardware, product formulas, designs- drawings, customers lists, marketing plans, firranges, 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
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Agreement No. 7060
Information must be provided visually or crallv- obligations of confidence shall attach only to that information- Client's obligations hereunder shall
not extend to any of the Confidentiaflinformation wfach Client can demonstrate that (a) eras 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 turie of
disclosure- or thereafter became knorvn_ 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 arid all such development efforts can be
independently documented: (e) was disclosed bN. Streamline to a third party, or the United States government, without restriction_ or (f) is required
to be disclosed by lace , or by court order
5 Non -Disclosure- Client shall hold and maintain the Confidential Information in strictest confidence and in trust for the sole and exclusive benefit
—
--- ---- . ..... .
or Streamline- and this Agreement creates no obligation on Streamline to disclose or,-,- of its Confidential Information Client shall not. without the
prior written approval of the Streamline- use for its o-,vii benefit. publish or otherwise disclose to others. or permit the use by others for their benefit,
orto the detriment of Streamline_ any of the Confidential Information- Client shall carefully restrict access to the Confidential Information to those
of its eniplovees who clearly need such access- Client further warrants and represents that it shall advise each of the persons to whom it provides
access to an-, 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 and hereby agrees to indermufv Streamline against anv and all losses,
damages- clauns- or expenses incurred or suffered by Streamline as a result of Client's breach of this Section 5_1 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 Naxi-Solicslit c, ' ii Client aoTees that for a period of twelve (12) months following the termination of this Agreement, Receiving Party shall not- on
;eidio'f itself or any other person or entity. solicit the Services or services of any person or entity that was engaged or employed by- Streamline.
54 Return of Confidential Information- Ariv materials or documents which have been famished by Strearmine 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 Nocopies of
Confidential Information may be made unless approved in writing by, Streamline-
5,5 IpjuWk, , mowledges that its obligations are necessary and reasonable in order to protect Streamlines business
_t4�jg_P &,ff Client understands and ack
and expressly agrees that monetary damages would be inadequate to compensate Streamline for any breach of any covenant or agreement set forth
herein. Accordiradv- 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 IfChent is requested or required (tiv 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 protective order or otliersimilar remedy or
the receipt of 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 be disclosed so long as Client uses reasonable efforts to preserve the confidentiality of the other
Confidential Information. including- without Innitation 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
_%I1SCELLA_',NTOUS
6.1 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
6.1 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 Ref. tals_ 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
64 E hbn. S
- N.iJ.i— Nmblot j+ § -Any references to Exhibits, Sections- or Articles refer to the actual Exhibit- Sections- and Articles within this
Agreement-
65 In All Exhibits and documents referenced herein are incorporated herein by their specific reference and made a part hereof
6-6 A Party s failure to insist on compliance or enforcement of any provision of this Agreement shall not affect the validity or enforcement.
orconstitute a waiver of future enforcement of that provision or of any other provision of this Agreement by that Party or anv other Party.
6.7 Modificanog, Except as otherwise specifically provided herein- no alteration- modification or interpretation of tins Agreements be binding
uriless in wntin® and signed by all of the Parties- Nohvithstanding the foregoing- amodification to this Aareement the effect of%k-hich is to increase
or decrease the ALSF by no more than Four Hundred Dollars (5400) shall be permissible and constitute a binding Agreement modification if same
is requested by and acknowledged via e-mail
6 8 AMssi�mm M t, Except as otherwise specifically provided herein, all of the rights and obligations of the Parties set forth herein are personal to the
1-I.— r - -
Parties and none of the Parties snag assign his her, its rights nor deleaafe his, her, its duties hereunder to any other Party without the express, prior-
ivnften consent of the other Parties- 'Notwithstanding the previous sentence, Streamline may transfer or assign its rights and obligations under this
Streamline License and Service Agreement Revised 12 14 'OM
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Agreement No. 7060
Agreement to a subsidiary or entity controlling, controlled by or under common control with Streamline or to an entity that acquires Streamline by
mercer or purchase of all or substantially all of Streamline s assets
6,9 cited by causes beyond its control.
gg- Neither party shall be m default of its obligations to the extent its performance is delayed or preA
including but not limited to acts ofGod, earthquake, flood- embargo nots. sabotage. fire labor d%shubancesacts ot`Nvar acts ofternirradrologicaL
nuclear- -chemical, or biological attack, or spread of infectious disease. a nett- and unto rpscable law or cow order that probibits a pan , s
performance or imposes a Substantial and comnierciall-v unreasonable burden on a part- 's performance. or the unavailability of third -part-,
telecommunications or services (after taking all cominercialh- reasonable steps to provide Substitutes therefore)
610 htden aaiffatioi2. The Parties agree that then shall defend- indemnify- -Save and hold harmless one another from any and all third-partv demands.
liabilities, losies- costs. dauns, suns- caUseA of act ollis and legal proc"-duip (ujcjrjdinc -,vnhc)jaj jmjgatj�>n enforcerileat actions)
including reasonable attornev's Tees and judginerib, and (she agLijjST tlie t)t1jer parp_ its affihales, and Oieir
agents, directors, officets, and einplayees, that may ariw- or result from (a) are breach b-, the mclemnifvms, pai-tv of the representations and
performed orapeedtobe performed under this Agreement- (b) amr injury to person or property
',,- (c," 'ter al ,
caused bA ariv products ;old or dwilbrited over eqzupmertt, b% vulue of ahe use oftht, Servxe, or ander the Agreemen; an,� Ilia � "Upphed
bin either liarry infringaig orallegedh, tnfhngane on die propri �anl nyMs, ofa tfaid Party, or t& copyr,1011 lidnZi2ernent or the infrinkmient (if ally
intellectual propertv right asserted by a third -party under this A . oreement Each Parry' wffl not wdP4r%ruf,, and hold harmless one another from
negligence or misconduct-
6 11 InnoationofLhibifiry Except as otherwise set forth in this Agreement, neither Part'r, shall be liable for anv indirect- incidental, exemplary, punitive,
or consequential damages under this Agreement. including- without limilaWn- lost profits, ]osj 9fwrd,.vjH, or lost busmeis- even is Such Party hats
been advised ofthe possibility- of such damages In no event shall either Parts total liability A)i any action under thin Agreetnent exceed The lotal
amounts paid by Client dirring, the Tenn. The limitation of liability shall not apply to any breaches ofconfidentrality under Article 5-
6No 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 ofthe Services is compromised
by the Client. site content. or any actions taken by Streamline at the request of Client
6.13 Nolxe,; Ain- and all notices, demands, offers, requests or other communications required or permitted by this Agreement shall be given in writing
and 'sent by hand delivers- or registered or certified mail, return receipt requested, with first-class postage prepaid addressed as follows:
Ifto Streamline: Ifto Client:
22 71 Lava Ridge Court CITY OF EL SEGU]NDO
Suite 110 314 -_'VST
Roseville- CA 95661 EL SEGUNDO. CA 90245
Ariv written notice that is required to be made within astated period of time shall be considered to be timely if delivered or mailed before midnight
on the last date of the period.
614 Iqlo visions of this Agreement, the
g1l y.
If am, action at last- or in equitv or any other proceeding is brought to enforce or interpret the pro
prevailing Party in such action or proceeding shall be entitled to reasonable attomey'3 fees and associated costs-
6- 15 hire rgation- Each Part% . represents and warrants that each of them has had an opportumtv to fuller 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 Partv fully- understands the legal ramifications of this Agreement In the event ariv 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
616 Sei,-vabiltty_ Any term or provision of this Agreement that is invalid or unenforceable in any situation in any - jurisdiction shall not affect the validityor 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 otherjurischchon- provided, however, that if either ofthe Parties hereto is thereby denied the substantial benefit of this Agreement,
then this Agreement shall be of no further force or effect.
au17 Effegtn L.Qa Streamline
lg� The Effective Date is for reference only Even if this Agreement does not take effect Client will be obligated to pay
the reasonable value of any Services Streamline ma-, . have performed for Client
6,118 Venue- The Parties hereby consent to persorraijurisdiction in any_ action brought with respect to this Agreement. Each of the Parties agree that this
Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to conflicts of law
prat nnlrlei thereof and that Thai vtmoe for any noon a-utiated by sang of the Parties ptntanung, W this Azeenient shall be the state or federal courts
in County ofLos Angelei. Calve bnua- nie 'Parves heretiv waive the'a right To corrte3l thts venue and to min ate such a claim in another venue.
6,19 1 ide endent Coll
r rrrr r -rr _tra�ctc r- The Parties represent and warrant that Streamline enters into this Agreement- and will remain throughout the Tenn ofthe
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.
610 L e_o 0, Slv.j)jj!Ljgto�� Company- may at Company's own expense, use any employees or subcontractors as CompaCompanydedeems_ � ,
necessary to perform the services required of Company by this Agreement- Specrfically, Compariv may eh�cl to us'e Fire Recover' USA, LLC or
FRUSA EMS. entities related to Company, to perform the additional services that ma) b� cc,,vered by the Alvivernnit as described in section 1 5-
Client may not control, direct, or supervise Company's employees or subcontractors in the performance of those services
6 1-1 Q-) njg�pa� This Agreement may, be executed in counterparts_ each of which shall be an original. but which together Shan
�L _ __ Lun
conginte one and the same Aqreornnil All fix, chp0al rile�charucal and. or siarupzd sig.ininires shdl be nenteJ -as onginal sivgralure� (`A,-,ioC1auqJ
ri
Sinature" 9 that are associated with this AgreemeaT, as long as affixed To the parlay ular document with The approvaG of person whose signatire
is represented by the Associated Sramantre, 'Ilieri; shall be a rebimablp piesumpnon dial an AiiocwTed Signature aAas 3ffiUld it) 1he Particular
document with the consent ofthe person -,A-hose signature is represented thereby
Streamline License and Service Agreement Revised 12 14: 2020
Doc ID: d6c323f5f5d34aeeeaebf70d7ba85019640703bf
Agreement No. 7060
6 22 t m rawrtaw'e Pau cbatses. This Aseement may be used by other government agencies- Company has agreed to offer similar services to other agencies
wider the same cr sutular ternesand condttauarrs as saated horeun e,xcge the csncrtguar y 5 s aan'.P'3 s acra Im",he nti*g.ticmated betl6+m alp con%paany and
other agencies baxed on tha tpenfic revenue i-vpsctahon.s agent reunbur5M costs, and other agency rq uir-onmats The Cit" County or lire
Faegaussuateln' prctra^remn Diana w of In ut+g 3u:u+„ „ h auoe eT imur any ➢oabo ity m relation To ipeoficatwn+ deln ery, paal'bvzeast, aru any with»ua 'UPeet of
purchase by other agencies
THE PARTIES HAVE EXECLJ—MD THIS AGREEMENT AS OF THE DATE WRITTEN BELOW
--STREA.NILLNE-'
Streamline Automation Svstems LLC
a California limited gliabilityycoommpiaanny
B}- 0 0 Signature
_.. A L ........ Print Name
Its. C99ALiNAGER Title
08 / 13 / 2024 Date
6
Streamline License and Service Aaeement Revised 12 14 2020
`CLIEIT`
Signature
r
Print Name
Its VL1 lmm1�r1,_/1"'�r
Title
n„ ITS Director
APPROVED AS TO FORM: MARK D. HENSLEY,
CITY ATTORNEY
uez, Assistant City Attorney
Tracy Weaver, City Clerk
I & AV 04�
Risk Management
Doc ID: d6c323f5f5d34aeeeaebf70d7ba65019640703bf
Agreement No. 7060
E3'=IT A
Hosting Solution shall consist of:
STREAM i/
ii%<AUTOMATION
Company Address 2271 Lava Fbdge Ct
Suite 120
Roseville CA 95661
u5
Phone (916) 297-0205
Quote Name SLI Year 1 Quote Pro -Rated Through
06/30/2025
Account Name El Segundo Fire Department (CA)
Prepared By Damian Regalado
Email d regalado5firerecoveryusa com
Created Date
8/12/2024
Expiration Date
711i2025
Quote Number
00002451
Description
Streamline Software as a Service (SaaS), Initial
Year Fees for Cloud Service 2 Admin Licenses
6 Device Licenses, the Current CA Fire
Prevention Cade and System Setup of up to 20
ChecAiists 8 1.-hour Webinar Training Sessions
Included Service provided W1512024 through
06130/2025 (prorated 320 days of service)
Bill To Name El Segundo Fire Department (CA) Ship To Name El Segundo Fire Department (CA)
Bill To 314 Main SL
El Segundo, CA 91
Streamline Cloud Fee
Pro -Rated From 08/1512024 Through 06/30/2026
1 00
S71 00
$704 00
Streamline Admhr Portal License
Pro -Rated From 08/16/2024 Through 06/30/2025
2 00
S617 60
91,23520
Streamline Inspections IPad License
Pro -Rated From 0811512024 Through 06/302025
6 0o
866240
S3,974 40
2022 Cal Fire Code
Pro -Rated From 08/15/2024 Through 06/3t112025
6.00
S134.40
S8o6 40
Data Conversion Services
3 000 00
W 25'..
175100
System Setup
1.OD
$1,000.00'',
31.011
Terms Net 30
Subtotal S8,470 00
Quote is valid for 90 Days
Discount 0 00%
Grand Total S8,47000
e
Signature .........�.�.�...�.. .....�...... _
Name..................M............... ...A.,..._._.............-..........M..........�.
Tide ...., ......� �.
Date
Thank you for your r ideration. Last Modified By Damian Regalado
W
Streamline License and Service Agreement Revised 12il4i2020
Doc ID: d6c323f5f5d34aeeeaebf70d7ba85019640703bf
Agreement No. 7060
EXHIBTI' B
STREAM 4[A,3LINE
AUTOMATION
Company Address 2271 Lava Ridge Ct
Suite 120
RoseWle CA95661
US
Phone (916)297-0205
Quote Name SLI Renewal Quote
Account Name El Segundo Fire Department (CA)
Prepared By Damian Regalado
Email d regaladogfirerecoveryusa com
Bill To Name EJ Segundo Fire Department (CA)
Bill To 314 Main St
EI Segundo, CA 90245
Created Date
7/302024
Expirabon Date
7,'1;2025
Quote Number
000024a0
Descnpton
"SLI Renewal" QUOTE is for the annual renewal
of the software after the initial year It also
includes all licenses maintenanceisupport and
any ongoing updates to the software FY 2526
Service Through 06/302026
Ship To Name El Segundo Fire Department (CA)
Streamline Cloud Fee
1 001
S875 00
$875 00
Streamline Adman Portal License
200
S770.00
$1.540.00
Streamline Inspections IPad License
600
S925 00
S4,950 00
2022 Cal Fire Code
600
S167.00
$1,00200
Terms Net 30
Subtotal S8,367 00
Quote is valid for 90 Days
Discount 0 00%
Grand Total S8,367 00
Signature......-.... _......... . �.��..�.�.�.... ...._........���._,.m" .
Name............"............................"..._....---------.._...............................�......
Title .....� .......e..�____
Date
Thank you for your consideration. Last Modified By Damian Regalado
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 1st day of the month of the annual effective date of this agreement.
0
Streamline License and Service Agreement Revised 12 14;'2020
Doc ID: d6c323f5f5d34aeeeaebf70d7ba85019640703bf