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CONTRACT 7606 Vender AgreementAgreement No. 7606 Provider Metro-Tec, LLC ("Provider") Customer City of El Segundo ("Customer") Effective Date May 14, 2026 Agreement Type Software -as -a -Service Subscription 1. Definitions "Software" means the Facility Scheduler web application, including all associated services, updates, and documentation made available by Provider under this Agreement. "Subscription" means Customer's right to access and use the Software during the Subscription Term in exchange for Fees. "Instance" means a discrete, independently -configured deployment of the Software assigned to Customer. "Authorized Users" means employees or contractors of Customer who access the Software under Customer's account. "Enhancement" means a scoped change to the Software requested by Customer beyond what is included in standard Support Services. "Confidential Information" means non-public business, technical, or financial information disclosed by either party that is marked confidential or would reasonably be understood to be confidential. 2. License Grant Subject to the terms of this Agreement and timely payment of Fees, Provider grants Customer a limited, non- exclusive, non -transferable, non-sublicensable right to access and use the Software solely for Customer's internal operational purposes during the Subscription Term. Customer shall not: (a) copy, modify, or distribute the Software; (b) reverse -engineer or attempt to extract the source code; (c) sublicense or resell access; or (d) use the Software in any manner that violates applicable law. 3. Subscription & Fees 3.1 Subscription The initial Subscription Term begins on the Effective Date and continues on a month -to -month basis, auto - renewing each month unless terminated in accordance with Section 9. ONKIM Customer shall pay the monthly Subscription Fee set out in Exhibit A (Price Schedule). Fees are due within 30 days of invoice. Provider may adjust fees with 60 days written notice before any renewal period. Agreement No. 7606 i�;len�_.- I.:.. I_L � �.:;h�=�lul - ._ .,�.-_�� r< =�, ocor.�•.�r:�;:,<�rs Fees are exclusive of applicable taxes. Customer is responsible for any sales, use, or similar taxes arising from this Agreement, except for taxes on Provider's income. 3.4 Late Payment Overdue amounts accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower). Provider may suspend access for accounts more than 30 days overdue after providing written notice. Customer shall select one payment method below and initial the corresponding box at signing. The selected method applies to all recurring Subscription Fees and any one-time fees (e.g., Enhancement invoices) under this Agreement. Select Payment Method f Monthly Subscription Fee How It Works r � Credit Card (auto -charge) A 3.0% processing fee is added to all charges to offset card network costs. ACH Bank Transfer (push) Customer initiates payment from their bank. No processing surcharge. Customer Initials (selected method): $169.95 / month (S75.00 + 3.0% processing fee) $165.00 / month (no surcharge) Customer provides a card on file. Provider charges automatically on the 1 st of each month (or next business day). Customer will receive a receipt by email. Provider supplies banking details at signing. Customer sets up a recurring ACH payment through their AP system, due on the 1 st of each month. Initial next to the selected option above.. One-time fees (e.g., Enhancement invoices) are billed separately and are subject to the same payment method and surcharge terms selected above. 4. Support Services 4.1 Included The following are included with the monthly Subscription Fee at no additional charge: • Bug fixes and security patches applied at Provider's discretion • Platform reliability monitoring and uptime maintenance • Reasonable administrative support (e.g., user account issues, configuration questions) via email • Minor system updates and general platform improvements 1 Provider will use commercially reasonable efforts to respond to support requests within 24 hours on business days. Provider does not guarantee specific uptime levels or response times, and this Agreement includes no formal Service Level Agreement (SLA). The Software is provided on a best-efforts basis. 4.3 Excluded The following are not included in standard Support and require a separate Enhancement engagement: • New features, workflow changes, or UI modifications • Custom integrations with third -party systems Agreement No. 7606 ! Data imports, migrations, or bulk data operations Training beyond initial onboarding 5. Enhancements Customer may request Enhancements at any time. All Enhancements are subject to a written scope and fee estimate provided by Provider before work begins. Enhancement work is billed at the hourly rate stated in Exhibit A ($125/hour unless otherwise agreed in writing), or as a fixed price if agreed in writing. No Enhancement work will commence without Customer's written approval of scope and fees. Enhancements developed for Customer may be incorporated into the general Software platform at Provider's discretion, benefiting all customers. Provider retains all intellectual property rights in such work. 6. Intellectual Property Provider retains all right, title, and interest in the Software, including all updates, enhancements, and derivative works, regardless of whether Customer requested or paid for such work. Nothing in this Agreement transfers any ownership interest in the Software to Customer. Customer retains all right, title, and interest in its data uploaded to or generated within the Software ("Customer Data"). Provider is granted a limited license to process Customer Data solely to provide the Software under this Agreement. 7. Data & Privacy Customer Data remains the property of Customer. Provider will not sell, share, or use Customer Data for any purpose other than providing the Software. Upon termination, Provider will make Customer Data available for export for a period of 30 days, after which it may be deleted. Provider implements commercially reasonable security measures to protect Customer Data stored within the platform. Provider is not responsible for data loss caused by Customer's actions, third -party breaches outside Provider's reasonable control, or force majeure events. 8. Confidentiality Each party agrees to hold the other's Confidential Information in strict confidence, to use it only as necessary to perform this Agreement, and not to disclose it to third parties without prior written consent. This obligation does not apply to information that is (a) publicly available through no breach of this Agreement, (b) independently developed without reference to the Confidential Information, or (c) required to be disclosed by law or court order (with reasonable advance notice to the disclosing party where permitted). The terms and pricing of this Agreement are Confidential Information of both parties. 9. Limitation of Liability Provider will make commercially reasonable efforts to deliver a reliable, functional, and well -maintained Software service. No software is entirely free from defects or interruption, and Provider does not guarantee that the Software will operate error -free or without downtime at all times. Provider will work in good faith to address issues promptly as they arise. ®2 Liability Provider's total cumulative liability to Customer for any claims arising out of or related to this Agreement, but not including any demand, claim, or suit alleging that Provider's services or work product furnished under this Agreement infringes or misappropriates any intellectual property right, including but not limited to any copyright, trademark, patent or trade secret in the United States or Puerto Rico, as described in the attached Exhibit B, shall not exceed the total fees paid by Customer in the six (6) months immediately preceding the claim. Agreement No. 7606 9.3 Essential Basis The parties acknowledge that the limitation in this Section 9 reflects a reasonable allocation of risk between them and is an essential element of the basis of the bargain. Provider would not have entered into this Agreement without this limitation. 10. Term & Termination 10.1 r This Agreement begins on the Effective Date and continues until terminated in accordance with this Section. 10.2 Terminationr Convenience Either party may terminate this Agreement for any reason by providing 30 days written notice to the other party. Customer will not receive a refund of any prepaid Fees for the current billing period. 10.3 Termination se Either party may terminate immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure within 15 days of written notice; or (b) becomes insolvent or makes an assignment for the benefit of creditors. 10.4 Effect e i tic Upon termination: (a) Customer's license to use the Software ceases immediately; (b) Customer must cease all access; and (c) Provider will make Customer Data available for export for 30 days per Section 7. Sections 6, 7, 8, 9, and 11 survive termination. 11. General Provisions 11.1 Governing This Agreement is governed by the laws of the State of California, without regard to its conflict of law principles. Any disputes shall be resolved in the courts of Los Angeles County, California. 11.2 Entire Agreement & Supercession This Agreement, together with Exhibits A and B, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior proposals, representations, and understandings. Both Exhibits A and B are incorporated herein by this reference. In the event of a conflict between Exhibit B and this Agreement, Exhibit B will control. 11.3 e e is Amendments to this Agreement must be in writing and signed by authorized representatives of both parties. 11.4 Waiver Failure to enforce any provision of this Agreement does not constitute a waiver of the right to enforce it in the future. 1.5 Sev iilit If any provision is found unenforceable, the remaining provisions continue in full force. 11.6 Assignment Customer may not assign this Agreement or any rights under it without Provider's prior written consent. Provider may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets. 11.7 Notices Agreement No 7606 r..lenc-T_;c LLC I (;h,-di li - L.?FEs . h SurF::,rt = ,!I1-'PI rn� Notices under this Agreement shall be in writing and delivered by email (with confirmation of receipt) or certified mail to the addresses provided at signing. 11.8 Independentt ct s The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship. 12. Signatures By signing below, each party agrees to the terms of this Agreement. METROJEC, LLC Signature Marc Cavagnolo, CEO Name & Title CITY OF EL SEGUNDO Signature Joseph Lormans, Aquatics Manager Name & Title 05/17/27 Date Att . '�M' City Clerk Approved as to Form: City Attorney Insurance reviewed by: Mary Varon Brennan, Risk Manager Agreement No. 7606 EXHIBIT A — PRICE SCHEDULE This Exhibit A forms part of the Software License & Support Agreement Provider and Customer, dated as of the Effective Date above. Subscription Component Monthly Fee Notes Core Platform Included at no additional cost. Pool Lanes Module $75 / month Direct Cost Pass -Through $90 / month Total Monthly Subscription $165 / month Bundled with Pool Lanes Module (vs. $99 list) Design Partner Rate (vs. S199- 5499+ list) $61+$29 Auto -renewing monthly Note: The Design Partner Rate reflects Customer's participation in the product development process. This rate is offered in recognition of Customer's cooperation as a reference implementation and constructive feedback contributor. Provider reserves the right to adjust to list pricing with 90 days notice after the initial 24- month Design Partner Period beginning on the Effective Date. Onboarding i, Service" Fee Includes Implementation & Onboarding Waived Waived as Design Partner (standard: $2,500-55,000) Enhancement Services Type Rate Notes Hourly (T&M) $100 / hour Scoped & approved in writing before work begins Optional: +2 hrs/mo retainer $180 / month Add -on to subscription Optional: +5 hrs/mo retainer $425 / month Add -on to subscription Optional: +10 hrs/mo retainer $800 / month Add -on to subscription This Exhibit A is incorporated by reference into the Agreement and may be updated upon written agreement of both parties. Agreement No. 7606 Exhibit B Additional Terms to Aquatic Strategies — Software License and Support Agreement INDEMNIFICATION A. Intellectual Property Infringement. Notwithstanding any provision to the contrary, PROVIDER will, at its own expense, indemnify and defend CUSTOMER against any claim that PROVIDER's services or work product furnished under this Agreement infringes a patent or copyright in the United States or Puerto Rico. In such event, PROVIDER will pay all costs damages and attorney's fees that a court finally awards as a result of such claim. To qualify for such defense and payment, CUSTOMER must (a) give PROVIDER prompt written notice of any such claim; and (b) allow PROVIDER to control, and fully cooperate with PROVIDER in the defense and all related settlement negotiations. CUSTOMER agrees that if the use of PROVIDER's services or work product becomes, or PROVIDER believes is likely to become, the subject of such an intellectual property claim, CUSTOMER will permit PROVIDER, at its option and expense, either to secure the right for CUSTOMER to continue using PROVIDER's services and work product or to replace it with comparable services and work product. B. PROVIDER agrees to indemnify and hold the CUSTOMER harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising from or related to the Purchase and their performance, including, without limitation, any technical, professional, or support services. This indemnification shall expressly include, without limitation, any claim, demand, or suit alleging that the Purchase, including any services, delivered or provided by PROVIDER infringe or misappropriate any intellectual property right, including but not limited to any copyright, trademark, patent, or trade secret, C. Should CUSTOMER 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 and PROVIDER'S performance, including, without limitation, any technical, professional, or support services, or any actual or alleged infringement or misappropriation of intellectual property rights, PROVIDER will defend CUSTOMER (at CUSTOMER'S request and with counsel satisfactory to CUSTOMER) and indemnify CUSTOMER for any judgment rendered against it or any sums paid out in settlement or otherwise. D. For purposes of this section, "CUSTOMER" includes City of El Segundo's officers, elected and appointed officials, employees, and volunteers. E. It is expressly understood and agreed that this section will survive termination of this Agreement. The requirements as to the types and limits of insurance coverage to be maintained by PROVIDER, and any approval of such insurance by CUSTOMER, are not intended to and will not in any manner limit or qualify the liabilities and obligations Agreement No. 7606 otherwise assumed by PROVIDER pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. 2. DATA PROTECTION, PRIVACY, CONFIDENTIALITY A. In performance of this Agreement, the CUSTOMER may disclose to PROVIDER information and data that is confidential and sensitive. PROVIDER shall adopt and maintain appropriate measures consistent with industry standards in place to ensure confidentiality and security of the CUSTOMER's data under this Agreement. B. Furthermore, all rights, including all intellectual property rights, in and to the CUSTOMER's data, shall remain the exclusive property of the CUSTOMER. PROVIDER shall have a limited, non-exclusive license to access and use the CUSTOMER's data solely for performing its obligations under this Agreement. Nothing herein shall be construed to confer any license or right to the CUSTOMER's data. 3. INSURANCE A. Prior to the commencement of this Agreement, and at all other times this Agreement is effective, PROVIDER will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: ._.... Type of Insurance Limits Combined Single) 9 ) ._. Commercial General Liability: $1,000,000 ......... ............. Technology Errors and Omissions: $1,000,000 _............... _. Workers' Compensation: N/A B. Commercial general liability insurance will meet or exceed the requirements of the most current ISO-CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Such insurance will be on an "occurrence," not a "claims made," basis. C. Technology Professional Liability Errors and Omissions Insurance appropriate to the PROVIDER's profession and work hereunder, and shall be sufficiently broad to respond to the duties and obligations as is undertaken by the PROVIDER in this Agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. D. PROVIDER will furnish to CUSTOMER a duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, and endorsed with the following: Agreement No. 7606 i. Additional Insured endorsement with this language: "The City of El Segundo, its officers, elected and appointed officials, employees, and volunteers as additional insureds," through ISO Form CG 20 10 11 85 or CG 20 10 with CG 20 37; ii. Cancellation endorsement with this language: "The City of El Segundo will receive thirty (30) days written notice in the event of cancellation, nonrenewed or reduction." iii. Primary and Non -Contributory endorsement with this language: "Coverage is primary and non-contributory such that any other insurance that may be carried by the City of El Segundo will be excess thereto." PROVIDER shall provide any other endorsements as required herein, and such other evidence of insurance or copies of policies as may be reasonably required by CUSTOMER from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." E. Should PROVIDER, for any reason, fail to obtain and maintain the insurance required by this Agreement, CUSTOMER may obtain such coverage at PROVIDER'S expense and deduct the cost of such insurance from payments due to PROVIDER under this Agreement or terminate this Agreement. F. With regard to Worker's Compensation, PROVIDER has certified that it does not have employees by completing CUSTOMER'S Workers' Compensation Declaration. PROVIDER agrees to provide coverage if PROVIDER becomes subject to the workers' compensation laws of California.