HomeMy WebLinkAboutAGR-7183 - STEAMLINE AUTOMATION SYSTEMS - LICENSE AND SERVICES FOR ELECTRONIC FIRE PREVENTION REPORTING SYSTEMp,R-7183
STREAMLINE
AUTOMATION SYSTEMS
LICENSE AND SERVICE AGREEMENT
This License and Service Agreement(the"AgreemenY') is entered into as of Y `I a'1 (the"Effective Date")by and
between the following parties:Streamline Automation Systems,LLC("Streamline"an— d"Comp"),with its principal pface of business at 2271
Lava Ridge Court,Suite 120,Roseville,CA 95661,on the one hand;and the C1TY OF ORANGE("Client"),with its principal place of business
at 176 SOUTH GRAND ST.,ORANGE,CA 928G6,on the other hand. Sheamline and Client are sotnetimes referred to hereafter individually as
P"and collectively as"Parties°'
RECITALS
A. Streamline is a Califomia limited liability company that is in good standing with the Califomia 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 Soflware(as defined in Section 12).
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 Propertv")shall be the subject matter ofthis Agreement. The Licensed Property is more specifically set forth in Exhibit
A.
12 Term. This A reement shall,unless terminated sooner as provided in this Agreement,be in effect for a three(3)years period commencing on
0. O o'- and ending three years after this date(the "Initial Term"). This Agreement shall automaticaliy renew for
successive ne(1)yeaz terms(the"Extension Terms")under the same temts 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."
13 Grant of RiQhts bv 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:
13.1 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
1.33 Distribute,sublicense,assign,share,sell,lease,securitize,or otherwise transfer the Licensed Product or ClienYs right to use the Licensed Product.
133.1 Client will be held in material breach of this Agreement should Client perform any of the following actions provided in Sections 1.3.1,13.2,and
133 above.
133.2 All rights not expressly granted to Client are reserved by Streamline or Streamline's licensors for their exclusive benefit.
I 333 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"Hostine Solution" or"Solution"),the specifications of which aze 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]icensing 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 Licensine Fees"or"ASLF").Payment of the first
ASLF shall be made by Client concurrently with the execution of this Agreement by all applicable Parties.The"Annua]Remittance Date"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 invoice date of the renewal of this agreement a 1.5%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
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Streamline License and Service Agreement Revised 12/14/2020
local taxes. In addition to the License and Service Fees set forth in this Agreement,the Client will be responsible for paying any federal,state or
local taxes related to this Agreement however or whenever Company of Client become aware of any such liability.
1.6 Failure to Pav ALSF. 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 i
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 Chan es 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 Uus Agreement. Revised fees shall take effect on the Annual Remittance Date of
that year.(For example,if the Annual Remittance Date is the first of each year and the revised fee schedule is effective on November 5,2020,then
the revised Fees and the subsequent revised ALSF shall take effect and be due on December 1,2020.) Streamline shall provide Client with a 30
thirty)day 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 Policv. 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 acrivity; (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 HIPAA DISCLAIMER:You may NOT use the Streamline Inspections software application and the cloud-based inspection platform
for hosring"protected health information"as that tean is used in the Health Insurance Portability and Accountability Act("HIPAA").
Streamline Inspections software is NOT HIPAA compliant and was not designed for storage of information which is protected under
applicable HIPAA rules.Users are solely responsible for any applicable compliance with federal and state laws governing privacy and
security of personal data including medical and other sensitive data.We specifically disclaim any representation or warrant that the
Software,as offered,complies with the federal HIPAA guidelines.Use of the Softwaze for storage of"protected health information"
as defined by HIPAA is a material violation 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 ffiPAA.
1.10 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.
ARTICLE 2
TERMINATION
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 ALSF as set forth under Section 1.6;(fl 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.
22 Riehts unon 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 Riehts uoon 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 C1ienYs equipment carrying the same.Client aclmowledges 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 C1ienYs site content or other data.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1 Streamline Renresentations. Streamline represents and wazrants 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 in&inge(d)upon or misappropriate(d)any third party's copyright,patents,trade secrets,trademazk,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 hardwaze,software and other materials necessary to provide the Services described herein.
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Streamline License and Service Agreement Revised 12/14/2020
3.1.5 Acknowledges that Client owns the data entered into the system during clients use of the software and data may be provided back to the Client
upon termination of this ageement upon written request of the client.
32 Client Renresentations. 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;
32.2 Has full authority to enter into this Agreement on behalf of Client;
3.23 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 Aclmowledges and agrees that from time to time the Services may be inaccessible or inoperable for causes beyond Streamline's reasonable control.
32.6 Acknowledges and agrees that Streamline does not guarantee the integrity of data stored or transmitted via ClienYs system/hardware or via the
Intemet.
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 GUARANTEES AND TERMS
4.1 Network Availabi]itv Guarantee Scone. Streamline guazantees that it shall maintain one hundred percent(100%)up time,excluding Scheduled
Maintenance(as defined 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 nerivork(a"Covered Outaee"),Streamline shall,as C1ienYs sole and exclusive remedy
for failure to meet the foregoing guazantee,credit the Client's account for every five(5)consecutive minutes of such Covered Outage with a sum
equal to the prorated ALSF for one(I)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 CrediY'). In no event shall the Scheduled Maintenance be deemed a Covered Outage entitling Client to a
Standard Service Credit.
4.2 Scheduled Maintenance Scoae."Scheduled Maintenance"shall mean any maintenance at the Streamline data center at which C1ienYs 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 C1ienYs
designated point of contact via e-mail.The standazd window for service-affecting maintenance is beriveen the hours of 12:01 a.m.and 5:00 a.m.
local time on a Saturday or Sunday. SVeamline shall use reasonable commercial efforts to coordinate with Client when planning any maintenance
so as to minimize impact to Client and its customers."EmerQencv Maintenance"shall mean any maintenance by Streamline,its subcontractors or
service providers that does not meet the definition of Scheduled Maintenance.
4.3 Service Availabilitv Guarantee Process. "Network Unavailabilitv" shal] be ca]culated 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 ClienYs 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
Availabilitv 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 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 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 Exceotions to the Credit Process.Credit shall not be issued due to failures that are,as so]ely determined by Streamline,in its reasonable judgtnent,
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 particulaz calendar month shall in no event exceed the ALSF for such
month.
4.7 SUppOIt. 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(8881659.2249 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).
ARTICLE 5
CONFIDENTIAL INFORMATION
5.1 Confidential Information. For purposes of this Agreement,"Confidentia]Information"shall mean Streamline's proprietary information,including,
without lunitation,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,mazketing strategies for new products,sales figures,annual reports,financial
statements, and all other infotmation provided by Streamline to Client mazked "Confidentiai Information". In the event that Confidential
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Streamline License and Service Agreement Revised 12/14l2020
Information must be provided visually or orally,obligations of confidence shall attach only to that information.ClienYs 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]mown,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 govemment,without restriction;or(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 cazefully 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 C1ienYs 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 Retum of Co dential Information. Any materials or documents which have been fumished by Streamline to Client shall be promptly retumed,
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 un(ess approved in writing by Streamline.
5.5 Injunctive Relief. Client understands and aclrnowledges 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 othenvise,Streamline shall be entitled to obtain injunctive
relief againsf 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 LeQal ProceedinQs. 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 similaz 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 be disclosed so long as Client uses reasonable efforts to preserve the confidentiality of the other
Confidential Inforatation,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 A¢reement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter contained herein,and shall
supersede all prior and contemporaneous agreements,representarions 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.
63 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 ofthis Agreement.
6.4 Exhibits.Sections,and Articles. Any references to Exhibits,Sections,or Articles refer to the actual E3chibits,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 ALSF by no more than Four Hundred Dollars($400)shall be permissible and constitute a binding Agreement modification if same
is requested by and aclrnowledged via e-mail.
6.8 Assisnment. 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 duries hereunder to any ot er Party without the express,prior,
written consent of the other Parties.Notwithstanding the previous sentence,Streamline may hansfer or assigri its rights and obligations under this
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Streamline License and Service Agreement Revised 12/14/2020
Agreement to a subsidiary or entity conholling,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 iu control,
including but not limited to acts of God,earthquake,flood,embazgo,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-part
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 attomey's fees and disbwsements,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)copyrigltt 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.
6.11 Limitation of Liabilitv. 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 shal(either Party's total liability for any action under this Ageement 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 Warrantv. 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 Streamiine 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: If to Client:
2271 Lava Ridge Court THE CI1'Y OF ORANGE
Suite 110 176 S.GRAND ST.
Roseville,CA 95661 ORANGE,CA 92866
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 Attomev 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 attomey's fees and associated costs.
6.15 Interoretation. 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 attomey has not been solicited by a Party,such Party aclmowledges 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 Severabilitv. Any term or provision of this Agreement that is invalid or unenforceable in any situation in anyjurisdiction 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 ifeither ofthe Parties hereto is thereby denied the substantial benefit ofthis 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 Pazties hereby consent to personal jurisdiction in any action brought with respect to this Agreement. Each of the Parties agree that this
Agreement shall be govemed by and construed in accordance with the laws of the State of Califomia 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 Placer,Califomia. The Parties hereby waive their right to contest this venue and to initiate such a claim in another venue.
6.19 Indeoendent 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 wazrant 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 Emolovees 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 perform the additional services that may be covered by the Agreement as described in section 1.5.
Client may not control,direct,or supervise Company's employees or subcontractors in the performance of those services.
6.21 Countemarts and Facsimile Transmission. This Agreement may be executed in counterparts,each of which shall be an original,but which together shall
constitute one and the same Agreement.All fa c,digital,mechanical and/or stamped signatures shall be treated as original signatures("Associated
Signature")that are associated with this Agreement,as long as affixed to the particular document with the approval of the person whose signature
is represented by the Associated Signature. There shall be a rebuttable presumption that an Associated Signahue was xed to the particular
document with the consent of the person whose signature is represented thereby.
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Streamline License and Service Agreement Revised 12/14/2020
6.22 C000erative Purchases.This Agreement may be used by other govemment agencies.Company has agreed to offer similar services to other agencies
under the same or similar terms and conditions as stated herein except the Company's compensation may be negotiated between the Company and
other agencies based on the specific revenue expectations,agency reimbursed costs,and other agency requirements. The City/County/or Fire
DeparhnenUProtection Disirict will in no way whatsoever incur any liability in relation to specifications,delivery,payment,or any other aspect of
purchase by other agencies
THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF THE DATE WRITTEN BELOW.
STREAMLINE»
Streamline Automation Systems,LLC CLIENT"
a Califomia limited liability com y
THE CITY OF ORAN E,CA
B . Signature By: Signature
M.CRAIG NAGLER Print Name C C/`/Q Print Name
Its: CEO/MANAGE Title Its: / _i'/i allTitle
6 Date Date
APPROVED AS TO FORM
v A
Y V
M Y E. BINNIN
Senior Assistant City Att ey '
6
Streamline License and Service Agreement Revised 12/14/2020
EXHIBIT A
Hosting Solution shall consist of:
STREAM ( LI N E
AUTOM TfO V SYSTEMS
Company Address 2271 Lava Ridge Cl Created Date 3!3l2021
Suite 120 Expira6on Da[e 7/1/2021
Roseville,CA 95661
US Quote Number 00001671
Phone 916)297-0205
Description SVeamline So(tware as a Service(SeaS),Initial
Year Fees for 2 Admin Licenses,16 Device
Quote Name SLI Year 1 Quote Licenses,lhe 2019 CA Fire PrevenGon Code,
System Setup of up to 5 Checklists.Also
included 3 days of onsite training.
Account Name Orange Fire Department
Prepared By Damian Regalado
Email d.regalado@firerecoveryusa.com
Bill To Name Orange Fire Department Ship To Name Orange Fire Department
Bill To 176 S Grand St
Orenge,CA 92866
p
SUeamline Cloud Fee I 1.00 $2,745.00 $2,745.00
SUeamline Admin Portal License 2.00 5770.00 $1,540.00
I
Slreamline Inspections IPad License 16.00 $825.00 $13,200.00
2019 CAL Fire Code 16.00 $107.00 $1,712.00
System Setup _ I Discounted 100%from$765 1.00 0.00 0.00
Data Conversion Services I 7,000.00 0.25 $1,750.00
OnSite Training-Per Day I I 3.00 $1,695.00 I $5,085.00
Totals
L ...._ _ ' _'_'_ __ _._ _.._. ..._" __.. _ _.., _.___._" ` '__ '_`_".'_'_ _ . _ _. _'___. .. _ __
I
Terms:Net 30 Subtotal 26,032.00
Quotelsval7dfor90Days Discount 0.00%
Grand Total ^26,032.00
Quote Acceptance Info
Signature:
Name:
Title:
Date:
Thank you/or your conslderation. Last Modified By Damian Regalado
7
Streamline License and Service Agreement Revised 12/14l2Q20
EXHIBTI'B
STREAM LIfVE
AUTOMATION SYSTEMS
Company Address 2271 Lava Ridge Cl Created Date 3/3/2021
Suile 120 E iration Date 7f1/2022
Roseville,CA 95667
US
uote Number 00001672
Phone 976)297-0205 Description "SLI Renewal"QUOTE is for lhe annual renewal
of lhe soHware after lhe initial year.Il also
Quole Name SLI Renewal Quote includes all licenses,mainlenance/support and
any ongoing updates to the sokware.
Account Name Orange Fire Department
Prepared By Damian Regalado
Email d.regalado@firerecoveryusa.com
Bill To Name Orange Fire Depariment Ship To Name Orange Fire Department
Bill To 176 S Grend St
Orange,CA 92866
Streamline Cloud Fee 1.00 I 52,745.00 I 2,745.00
Streamline Admin Portal License 2.00+ 5770.00I 51,540.00
iPad Support Renewal 16.00 I __ $SSO.00 I 8,800.00
2019 CAL Fire Code 16.00 I 107.00 i 51,712.00
Totals i
Terms:Net30 Subtotal 514,797.00
Ouote)svalld/or90Onys Discount 0.00%
Grand Total $14,797.00
i
Quote Acceptance Info
SignaNre:
Name:
Title:
Date:
Thank you lor your conslderallon. 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 1 st day of the month of the annual effective date of this agreement.
8
Streamline License and Service Agreement Revised 12/14/2020