HomeMy WebLinkAboutA8410 - Street Smart, LLCSTREET SMART LLC
SOFTWARE -AS -A -SERVICE AGREEMENT
This Street Smart Software -as -a -Service ("SaaS") Agreement ("Agreement") is entered into as of the last
date of signature on the signature page of this Agreement ("Effective Date") by and between Street Smart
LLC, a Delaware limited liability company with its principal office located at 100 N. Sepulveda Blvd.,
Suite 230, El Segundo, CA 90245 ("Street Smart"), and the following:
Customer Name: City of Palm Springs ("Customer")
Address: 3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
RECITALS
WHEREAS, Street Smart is the owner of certain computer software programs, including its Street
Smart software application ("Software"), and also provides configuration training, and other services
related to the Software or purchased by Customer hereunder ("Services");
WHEREAS, the Software enables law enforcement agencies to exchange information necessary for
daily law enforcement activities by providing real time data which allows police officers to pinpoint
crimes, patterns, and incidents, thus allowing for, among other things, more expeditious crime fighting;
WHEREAS, Street Smart provides to customers, access to the Software by way of its centrally web -
hosted platform on a subscription basis as a Software -as -a -Service (SaaS) offering, as an alternative to
self -hosting or obtaining a perpetual license with managed hosting services;
WHEREAS, the Software can be configured to provide for data from various information feed sources
to meet the Customer's needs;
WHEREAS, Customer now desires Street Smart to provide, and Street Smart desires to provide,
Customer with access to the Software by way of Street Smart's SaaS offering; and
WHEREAS, Street Smart and Customer may sometimes be referred to herein each as "Party" or
together as "Parties."
NOW, THEREFORE, based on the foregoing premises and the promises set forth below, the Parties
agree as follows:
AGREEMENT
1. Grant of License.
1.1. License Grant. During the Term, and subject to the terms and conditions of this Agreement,
Street Smart hereby grants to Customer a limited, non-exclusive, non -transferable, non -
assignable, license, on a subscription basis only, without the right to grant sublicenses, to access
and use the Software via Street Smart's web -based platform, over the Internet, as a SaaS
solution, solely to support Customer's normal course of business, as configured by Street Smart
in accordance with Sections 2 and 3 below ("Solution"). The license is limited for use by Sworn
Officers to the number set forth at Schedule A. Additional license fees will apply if Customer
desires to add more Sworn Officers. Civilian workers that are directly employed by Customer
may also use the Solution. However, Customer shall not provide any third party access to the
STREET SMART Palm Springs PD (Street Smart SaaS) (09042019)
Software or Solution without Street Smart's prior written consent. The license granted in this
Section l shall also include modifications to the Solution or Software that Street Smart may
make available to the Services that Customer procures from Street Smart.
1.2 Restrictions on Use. Customer shall not, and shall not permit others to, without Street Smart's
prior written consent: (i) exceed the number of permitted Sworn Officers set forth on Schedule A;
(ii) license, sublicense, sell, resell, distribute, rent, lease, assign or transfer the Software or
Solution to any third party; (iii) modify, customize, reverse engineer, adapt, reverse assemble,
reverse compile or create derivative works of the Software or Solution or any part thereof; or (iv)
use the Software to harass, abuse, threaten, infringe intellectual property, or otherwise cause harm
to Street Smart or any third parties.
2. Initial Set Up and Configuration Services. Upon execution of this Agreement, the Parties will
work together to define Customer's needs for configuring the SaaS Solution. Street Smart's standard
initial set-up includes training and connection to one feed (e.g., computer aided dispatch (CAD), records
management system (RMS), or offender data base) as set forth on Schedule A. If Customer desires
additional feeds, configuration or customization, a Statement of Work will be entered into and additional
fees will apply, as set forth in Section 3 below.
3. Professional Services and Statements of Work. If additional Services are requested of Street
Smart beyond the scope of the initial set up and configuration services set forth in Section 2 above, the
Parties will enter into a mutually agreed upon Statement of Work ("SOW") identifying the Services and
tasks to be performed by Street Smart, and set forth an estimate of the hours and corresponding fees for
such Services. Unless otherwise set forth in the SOW, all Services will be provided by Street Smart on a
"time and material" basis at the rates identified in the SOW.
4. Customer Support. During the Term, Street Smart will provide Customer with the ability to
report technical issues 24 x 7 for the Software/Solution. Response times to resolve issues are set forth at
Street Smart's Customer Support Policy, attached hereto as Schedule B. Telephone support shall be
available to not more than three (3) named callers. Street Smart support includes troubleshooting, basic
usability and navigation assistance. If applicable, Customer agrees to provide Street Smart access to
production systems for purposes of customer support.
5. Service Level Agreement. Street Smart will provide the Services in accordance with the Service
Level Agreement attached hereto as Schedule B.
6. Fees and Payment Terms.
6.1 Payment Terms. Fees and payment terms for the Initial Term of the Agreement are set forth
in Schedule A, and will be paid to Street Smart by Customer. Fees for Services for any renewal term
("Renewal Term") will be invoiced by Street Smart to Customer prior to the expiration of the Initial
Term or any Renewal Term. If Customer chooses to not renew the Services, it will provide Street
Smart with written notice of such decision at least thirty (30) days prior to the expiration of the Initial
Term or any Renewal Term. Customer shall pay to Street Smart all Fees due hereunder, as set forth in
Schedule A or otherwise in writing by a SOW, purchase order, or other similar document, within thirty
(30) days after receipt of Street Smart invoice. Unless otherwise instructed by Customer in writing,
Street Smart shall send all invoices to the address specified at the introduction paragraph of this
Agreement.
6.2 Expenses. Customer shall reimburse Street Smart for previously -approved reasonable travel
expenses incurred while performing Services hereunder. Such expenses are not included in any
estimate in a SOW unless expressly itemized.
STREET SMART Palm Springs PD (Street Smart SaaS) (09042019)
6.3 Cancellation or Rescheduling of Meetings or Travel by Customer. If meetings are
rescheduled or cancelled by Customer after Street Smart travel expenses have been incurred, Customer
is responsible for penalties or other costs associated with changing or cancelling airline tickets. If
services engagements are rescheduled or cancelled by Customer with less than twenty-four (24) hours'
notice to Street Smart, Customer is responsible for payment of eight (8) consulting hours plus any
incurred travel expenses.
6.4 Interest. Street Smart may charge a service fee on late payments of the lesser of 2% per
month or the highest rate allowable under law.
6.5 Taxes. Customer hereby asserts that it is exempt from the payment of taxes that might be
applicable to the Services procured hereunder.
7. Ownership.
7.1 Solution. Customer acknowledges and agrees that it is acquiring only the right to access
and use the SaaS Services, Solution and underlying Software licensed under this Agreement. Street
Smart, or its licensors as the case may be, is the owner of all right, title, and interest in and to the
Software and Solution and all components and copies thereof, all modifications thereto (including
derivative works based on the Solution or underlying Software application), and changes to the
Solution made by Street Smart pursuant to this Agreement, and all of the intellectual property rights in
and to all of the foregoing. In no event shall title to all or any part of the Solution or underlying
Software applications pass to Customer. Customer agrees that, as between the Parties, the Solution,
all underlying Software applications, and all copies (in whole or part) shall remain the exclusive
property of Street Smart, or its licensors as the case may be, and may not be copied or used except as
expressly authorized by this Agreement. Any rights not expressly granted to Customer under this
Agreement are retained by Street Smart.
7.2 Documentation and Training Materials. All Street Smart documentation and training
materials provided by Street Smart hereunder, and all modifications thereto and intellectual property
rights therein, shall be the sole and exclusive property of Street Smart. Customer may make copies of
such documentation and training materials for its reasonable and ordinary internal training purposes
only. All proprietary rights notices contained on the Street Smart documentation and training
materials shall be reproduced on any copies. Subject to applicable open records laws, no copies of
Street Smart documentation or training materials shall be provided to any third party or competitor of
Street Smart.
7.3 Customer Data.
(a) Customer hereby represents and warrants to Street Smart that it is the owner or licensee
of all data and content entered into the Solution/Services ("Customer Data"). Customer acknowledges
and agrees that it is solely responsible and liable for the Customer Data and its use of the Customer
Data, including any data obtained or entered into the Solution by a third party. Customer further
acknowledges and agrees that Street Smart is merely a provider of the SaaS Services and the Solution
on which the Customer Data resides, is not an authoritative source of the Customer Data, and is in no
way responsible or liable to Customer or any third party for the Customer Data. Therefore, Customer
will use due diligence to validate the Customer Data that resides in the Solution prior to taking action
on such data. Customer shall ensure compliance with all applicable laws and regulations, including 28
CFR Part 23 and the Criminal Justice Information Services ("CJIS") requirements with respect to the
Customer Data, and acknowledges and agrees that Street Smart shall have no responsibility or liability
with respect to Customer or the Customer Data being compliant with such regulations. Customer
further represents and warrants to Street Smart that the Customer Data, or Customer's use of the
STREET SMART Palm Springs PD (Street Smart SaaS) (v09042019)
Customer Data in the Software/Solution, does not violate or constitute the infringement of any patent,
copyright, trademark, trade secret, right of privacy, right of publicity, moral rights, or other intellectual
property right recognized by any applicable jurisdiction of any person or entity, violate the civil rights
of any individual, or otherwise constitute the breach of any agreement with any other person or entity.
Customer further represents and warrants that the Customer Data does not contain any illegal,
threatening, harassing, libelous, false, defamatory, offensive, or other material that would violate
applicable law or regulation.
(b) Customer hereby authorizes Street Smart to access and use the Customer Data for the
sole purpose of providing the Solution and Services hereunder. Street Smart will not share the
Customer Data with any third parties, subject to Section 12.2 herein, or modify any of the Customer
Data without Customer's express written consent. Access to the Customer Data by Street Smart's
authorized representatives shall be conducted in a safe, secure, and reliable manner.
S. Limited Warranty; Customer Obligations.
8.1. Software/Solution Warranties.
(a) Street Smart hereby represents and warrants to Customer (i) that the Solution provided
under this Agreement will conform in all material respects as described in Street Smart's published
documentation ("Documentation") and to Customer specifications that Street Smart has agreed to in
writing and incorporated into this Agreement ("Specifications"); (ii) that Street Smart has the legal
right to enter into and perform its obligations under this Agreement; and (iii) that, at the time of
Customer access, to the best of Street Smart's knowledge, the Solution provided under this Agreement
does not violate or in any way infringe upon the intellectual property rights of any third party. For
purposes of this Agreement, "knowledge" of a business entity shall mean the actual knowledge of its
executive officers and key managers. Customer must promptly report any defects in the Solution to
Street Smart in writing in order to receive the warranty remedy set forth in this Section 8.1(a).
(b) Customer's sole remedy, and Street Smart's sole obligation, under this
Software/Solution warranty shall be, at Street Smart's discretion, to provide a work around or
correction for, or replace, any defective or nonconforming Solution so as to enable the Solution to
materially conform to the Documentation and Specifications or otherwise as warranted above. All
issues will be worked in accordance with support timelines set forth in Schedule B. If Street Smart
does not provide a work around or correction for, or replace, the Solution so that it materially conforms
to the Documentation and Specifications within the resolution time provided by Street Smart to
Customer, then Street Smart will, upon Customer's written request for cancellation of the order,
terminate the license and refund the license fee that was paid by Customer to Street Smart for the order.
(c) Street Smart shall have no obligation under this warranty if the Solution has been used
other than in accordance with this Agreement or the Documentation and Specifications.
(d) THE REMEDIES SET FORTH IN THIS SECTION 8.1 ARE THE SOLE AND
EXCLUSIVE REMEDIES FOR BREACH OF THE WARRANTIES GIVEN BY Street Smart UNDER
THIS SECTION 8.1. Street Smart AND ITS SUPPLIERS MAKE NO WARRANTIES OR
CONDITIONS TO ANY PERSON OR ENTITY WITH RESPECT TO THE SOFTWARE OR
SOLUTION (OTHER THAN THOSE SET FORTH IN THIS SECTION 8.1) OR ANY DERIVATIVES
THEREOF AND DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION
ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, INFORMATIONAL CONTENT, SYSTEM INTEGRATION, OR ENJOYMENT.
8.2 Services Warranties.
STREET SMART Palm Springs PD (Street Smart SaaS) (09042019)
(a) Street Smart warrants to Customer that any professional services for a particular SOW
will be performed in a manner consistent with generally accepted industry practices. Customer must
report any deficiencies in the Services to Street Smart in writing within ninety (90) days of completion of
the Services for that particular SOW or order in order to receive the warranty remedy set forth in this
Section 8.2.
(b) If the Services are not performed in a manner consistent with generally accepted
industry practices, then Street Smart's sole obligation under this service warranty shall be to re -perform
the defective services at no cost to Customer. For any breach of the services warranty set forth in this
Section 8.2, Customer's sole remedy, and Street Smart's sole liability, shall be the re -performance of the
Services at no cost to Customer, and if Street Smart fails to re -perform the Services as warranted within
the resolution time mutually agreed upon by Street Smart and Customer, Customer shall be entitled to a
refund of the fees paid by Customer to Street Smart for the deficient services and to immediately
terminate the particular statement of work without liability.
(c) STREET SMART AND ITS SUBCONTRACTORS MAKE NO WARRANTIES OR
CONDITIONS TO ANY PERSON OR ENTITY WITH RESPECT TO THE SERVICES (OTHER
THAN THOSE SET FORTH IN THIS SECTION 8.2) AND DISCLAIM ALL IMPLIED
WARRANTIES OR CONDITIONS, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OR
CONDITIONS OF WORKMANSHIP, MERCHANTABIITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON -INFRINGEMENT.
8.3 Customer's Actions. In the event that Customer is required to provide any information or
take any actions to facilitate the access and use of the Services and/or Solution, Customer will use good
faith efforts to provide Street Smart with the required information or take the required actions in a timely
manner.
9. LIMITATION OF LIABILITY. TO THE EXTENT ALLOWED BY APPLICABLE LAW,
EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE, THE SAAS SERVICES,
SOFTWARE AND SOLUTION ARE PROVIDED BY STREET SMART TO CUSTOMER ON AN "AS
IS" BASIS. UNLESS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, STREET
SMART DOES NOT WARRANT THAT THE SOFTWARE OR SOLUTION WILL BE
UNINTERRUPTED OR ERROR FREE, OR MAKE ANY WARRANTY AS TO THE RESULTS
OBTAINED FROM THE USE OF THE SOFTWARE OR SOLUTION. IN NO EVENT SHALL
STREET SMART OR ITS LICENSORS, AFFILIATES, CONTRACTORS, MANAGERS, MEMBERS
OR THEIR RESPECTIVE EMPLOYEES OR AGENTS BE LIABLE FOR LOSS OR INACCURACY
OF DATA OR SYSTEM USE, DOWNTIME, GOODWILL, PROFITS OR OTHER BUSINESS LOSS,
OR ANY OTHER INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR
PUNITIVE DAMAGES IN CONNECTION WITH CUSTOMER'S USE OF THE SAAS SERVICES,
SOFTWARE OR SOLUTION, STREET SMART'S PROVISION OF ANY PROFESSIONAL
SERVICES, OR THIS AGREEMENT, UNDER CONTRACT, TORT, STRICT LIABILTY OR OTHER
LEGAL OR EQUITABLE THEORY. THIS LIMITATION SHALL APPLY EVEN IF STREET
SMART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN
INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN
AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT, AND THAT
THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE
OF ANY LIMITED REMEDY. EXCEPT FOR THE GROSS NEGLIGENCE OR INTENTIONAL
MISCONDUCT OF STREET SMART, IN NO EVENT SHALL THE TOTAL LIABILITY OF STREET
SMART AND ITS AFFILIATES, INCLUDING BUT NOT LIMITED TO DAMAGES OR LIABILTY
STREET SMART Palm Springs PD (Street Smart SaaS) (v09O42019)
ARISING OUT OF CONTRACT, TORT, BREACH OF WARRANTY, INFRINGEMENT OR
OTHERWISE, EXCEED THE FEES PAID FOR THE SOFTWARE, SOLUTION OR SERVICES, ON
A PER -ORDER BASIS, WHICH ARE THE DIRECT CAUSE OF THE DAMAGES OR LIABILITY
CLAIMED. IN NO EVENT SHALL STREET SMART HAVE ANY LIABILITY FOR CUSTOMER'S
MISUSE OR FAILURE TO USE THE SOLUTION.
10. Indemnification
10.1 General Indemnification. To the extent authorized by applicable law, each Party (the
"Indemnifying Party") shall indemnify and hold harmless the other against any and all third party claims
of personal injury or property damage to the extent such damages are caused by such Parry's gross
negligence or willful misconduct. Customer will cooperate and assist Street Smart in defending any third
party claim resulting in any way from Customer's actions or Customer Data. The Indemnifying Party
shall pay any and all damages awarded against or otherwise incurred by the other Party in connection
with or arising from any such claim, suit, action, or proceeding. A Party shall be entitled to
indemnification only if (a) within 15 days of its discovery of a potential claim it notifies the other in
writing of such claim in sufficient detail to enable the Indemnifying Party to evaluate the claim; (b) the
Party cooperates in all reasonable respects with the investigation, trial and defense of such claim and any
appeal arising therefrom; and (c) it works with the Indemnifying Party in good faith and agrees to give the
Indemnifying Party reasonable input into the resolution or settlement of any claim.
10.2 Infrin eg ment Street Smart will defend, indemnify and hold harmless Customer against any
and all third party claims that the Software or Solution infringes any registered U.S. copyrights of such
third party that are issued as of the delivery date of the Solution to Customer. Street Smart shall pay any
and all costs, damages, and expenses, including, without limitation, reasonable attorneys' fees and costs
awarded against or otherwise incurred by Customer in connection with or arising from any such claim,
suit, action, or proceeding. Customer shall be entitled to indemnification only if (a) within 15 days of its
discovery of a potential claim it notifies Street Smart in writing of such claim in sufficient detail to enable
the Street Smart to evaluate the claim, and (b) Customer cooperates in all reasonable respects, at Street
Smart's cost and expense, with the investigation, trial and defense of such claim and any appeal arising
therefrom. Should the Solution become, or in Street Smart's opinion be likely to become, the subject of
such a claim of misappropriation or infringement, Street Smart at its sole option, shall either: (a) procure
for Customer the right to continue using the Solution, (b) replace such Solution with functionally -
equivalent software, or modify such Solution to make it non -infringing, or (c) if neither option (a) nor (b)
is reasonably available, terminate this Agreement and refund any pre -paid fees to Customer, pro -rated for
the balance remaining in the then -current subscription term. Street Smart shall have no liability with
respect to infringement of any proprietary right, except as set forth in this Section 10.2.
11. Term and Termination.
I L I Term. This Agreement shall commence as of the Effective Date and continue in full force
and effect for the five (5) year Initial Term set forth in Schedule A, and automatically renew annually
thereafter, each a Renewal Term, unless otherwise terminated in accordance with Section 11.2 below.
11.2 Termination. This Agreement maybe terminated as follows:
11.2.1 Termination for Convenience. If either Party desires to discontinue any Services
under this Agreement beyond the Initial Term, the Party may do so by providing written notice of non -
renewal of the particular Services at least thirty (30) days prior to the end of the Initial Term or any
Renewal Term. There is no termination for convenience during the Initial Term set forth at Schedule
A or any Renewal Term.
STREET SMART Palm Springs PD (Street Smart SaaS) (v09O42019)
11.2.2 Termination for Cause.
(a) Either Party may terminate this Agreement if the other Party breaches any
of the material terms and fails to cure such breach within 30 days after
receipt of written notice of such breach, or, if the breach cannot be
reasonably cured within said period, to promptly commence to cure and
diligently proceed until cured.
(b) Either Party may terminate this Agreement if the other Party (i) becomes
insolvent, (ii) makes an assignment for the benefit of creditors, (iii) files or
has filed against it a petition in bankruptcy or seeking reorganization, (iv)
has a receiver appointed, or (v) institutes any proceedings for the
liquidation or winding up; provided, however, that, in the case any of the
foregoing is involuntary, such Party shall only be in breach if such petition
or proceeding has not been dismissed within 90 days.
(c) If the breaching Party cures any such breach as provided herein, this
Agreement shall continue unabated and the breaching Party shall not be
liable to the other for any loss, damage or expense arising out of or from,
resulting from, related to, in connection with or as a consequence of any
said breach.
11.3 Effect of Termination. Upon termination or expiration of this Agreement, Street Smart shall
have the right to terminate Customer's access to the SaaS Services and Solution and discontinue Services
to Customer.
11.4 Data Release. If requested by Customer prior to the termination or expiration of this
Agreement, Street Smart will assist Customer with the release or copying of any Customer Data contained
within the Solution, subject to Customer signing a data release agreement. Upon such request, Street
Smart shall provide a work order to Customer which outlines the level of effort, at the prevailing
professional services rates, in support of such data release. Customer shall either accept or reject the
work order within thirty (30) days of receipt of said work order. If Customer fails to provide written
acceptance or rejection of said work order within thirty (30) days, the work order will be deemed to be
rejected, and Street Smart shall have the right to remove, delete, or destroy the Customer Data from the
Solution.
11.5 Survival. The provisions of Sections 6, 7, 8, 9, 10, 11 and 12 shall survive the termination of
this Agreement.
12. General Provisions.
12.1 Binding Agreement. This Agreement is binding on the heirs, executors, administrators,
successors and permitted assigns of the Parties.
12.2 Confidentiality. During the term of this Agreement and at all times thereafter, each Party
shall, and shall ensure that its respective directors, officers, employees, contractors and agents hold any
and all Confidential Information disclosed by the other Party pursuant to this Agreement in the strictest
confidence and in accordance with state and federal law. "Confidential Information" shall include without
limitation all information and records whether oral or written or disclosed prior to or subsequent to the
execution of this Agreement which has been marked "Confidential" or should reasonably be considered
confidential, such as patents, utilization review, quality assessment, finances, volume of business,
methods of operation, trade secrets, contracts, and prices, and price -related information. Each Party shall
destroy any Confidential Information received from the other following the Event for which the Solution
STREET SMART Palm Springs PD (Street Smart SaaS) (v09O42019)
has been designed. Each Party agrees that disclosure of the other's Confidential Information other than in
accordance with this Agreement shall cause irreparable injury to the other, and that the other Party shall
be entitled to injunctive relief to prevent one another's breach of this Section. Nothing in this Section
shall restrict either Party with respect to information or data: (i) that such Party rightfully possessed
before it received the information from the other, as evidenced by written documentation of such
possession; (ii) that subsequently becomes publicly available through no fault of such Party; (iii) that is
subsequently furnished rightfully to such Party by a third party (excluding affiliates of the other) not
known to be under restrictions on use or disclosure; (iv) that is required to be disclosed by applicable law
(solely to the extent of such requirement), provided that the disclosing Party will exercise reasonable
efforts to notify the other prior to disclosure; or (v) that is independently developed by such Party without
any confidential information of the other.
12.3 Ass�ment. This Agreement is not assignable by either Party without the prior written
consent of the other. Notwithstanding the foregoing, upon reasonable notice, either party may assign all or
any part of its rights and obligations under this Agreement without consent to (a) an entity resulting from
any merger, consolidation or other reorganization of the assigning party, (b) any operating entity
controlling the assigning party, or owned or controlled, directly or indirectly, by the assigning party, (c)
any affiliate of the assigning parry, or (d) any of all or substantially all of the assets of the assigning party.
12.4 No Waiver. If either Party waives any breach by the other, it shall not be construed as a
waiver of any subsequent breach. Each Parry's rights hereunder shall be cumulative, and any rights
hereunder may be exercised concurrently or consecutively and shall include all remedies available even
though not expressly referred to herein.
12.5 Electronic Media. A copy of this Agreement and the signatures affixed hereto transmitted
and delivered by facsimile or electronic mail shall be deemed to be originals for all purposes. In addition,
either Party may scan or otherwise convert this Agreement into an electronic and/or digital media file, and
a copy of this Agreement or the electronic data file produced from any such electronic or digital media
format may serve and be given the same legal force and effect as the original.
12.6 Right to Subcontract. Street Smart may subcontract for the provision of certain portions of
the Solution under this Agreement. Customer acknowledges and agrees that the provisions of this
Agreement inure to the benefit of and are applicable to any subcontractors engaged by Street Smart to
provide any service set forth herein to Customer, and bind Customer to said subcontractor(s) with the
same force and effect as they bind Customer to Street Smart.
12.7 Entire Agreement. This Agreement, including the attachments hereto, constitutes the entire
agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all
prior or contemporaneous oral or written statements, proposals, communications, negotiations,
agreements, advertising and marketing including correspondence, brochures and Internet websites.
12.8 Force Majeure. Neither Party shall be held liable for any damages or penalty for delay in the
performance of its obligations hereunder when such delay is due to earthquake, flood, fire, hurricane,
power failure, tornado, terror, riot, war, or other event or disaster beyond the Parry's control, provided the
Party uses reasonable efforts seeking to (a) mitigate the consequences and (b) promptly notify the other
Party.
12.9 Notices. Any notice required or permitted under this Agreement shall be in writing, shall
reference this Agreement and will be deemed given: (i) upon personal delivery to the appropriate address;
or (ii) three (3) business days after the date of mailing if sent by certified or registered mail; or (iii) one
(1) business day after the date of deposit with a commercial courier service offering next business day
service with confirmation of delivery. All communications shall be sent to the contact information set
STREET SMART Palm Springs PD (Street Smart SaaS) (09042019) 8
forth below or to such other contact information as may be designated by a Party by giving written notice
to the other Party pursuant to this provision:
To Street Smart: Street Smart LLC
100 N. Sepulveda Blvd, Suite 230
El Segundo, CA 90245
Attn: Randall Smith
Email: legal-notices@StreetSmart247.com
With copy to: Street Smart LLC
100 N. Sepulveda Blvd, Suite 230
El Segundo, CA 90245
Attn: General Counsel
Email: legal-notices@StreetSmart247.com
To Customer: City of Palm Springs ("Customer")
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Attn: Lieutenant William Hutchinson
12.10 Severabili . If any provision of this Agreement is determined by a court or arbitrator of
competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or
enforceability of any other part or provision of this Agreement, and such provisions shall be interpreted so
as to effectuate the intent and purpose of the Parties.
12.11 Waiver and Modification. Waiver of any breach or failure to enforce any term of this
Agreement shall not be deemed a waiver of any breach or right to enforce which may thereafter occur.
Any waiver of any provision of this Agreement shall be effective only if in writing and signed by both
Parties.
12.12 Modifications. Any amendment, supplementation or other modification of any provision
of this Agreement shall be effective only if in writing and signed by both Parties. It is the intent of the
Parties that this Section 12.12 shall expressly apply to exclude any additional or conflicting terms in any
purchase order or similar ordering document ("PO") issued by Customer, and requires instead a writing
between the Parties that is separate and apart from any such PO to amend or add to this Agreement.
12.13 Relationship of Parties. This Agreement shall not be construed as creating an agency,
partnership, joint venture or any other form of legal association between the Parties and each Party is an
independent contractor.
12.14 Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall for all purposes be deemed an original.
12.15 Non -Solicitation of Employees. Each Party agrees that during the term of this Agreement
and for a period of two years after its expiration or termination, neither Party will solicit or encourage any
employee or consultant to discontinue their employment or engagement with the other Party. This
provision shall not apply to employment opportunities of either Party advertised to the general public
STREET SMART Palm Springs PD (Street Smart SaaS) (v09O42019) 9
(e.g., newspaper advertisement, internet advertisement or listing, etc.) to which an employee of either
Party may respond.
12.16 Compliance with Laws. The Parties agree to fully comply with all laws and regulations in
the performance of this Agreement, including all relevant export and import laws and regulations of the
United States. Further, if applicable, Customer agrees to fully comply with 28 CFR Part 23.
12.17 Choice of Law; Dispute Resolution, Jurisdiction. Venue. This Agreement and all
amendments, modifications, alterations, or supplements hereto, and the rights of the Parties hereunder
shall be construed under, and be governed by, the substantive laws of the State of California, without
regard to any conflict of law provisions. The provisions of the United Nations Convention on Contracts
for the International Sale of Goods will not apply to this Agreement. If there is a dispute between the
Parties relating to this Agreement, the Parties shall first attempt to resolve the dispute by escalating the
dispute within their respective organizations. Any litigation arising out of or relating to this Agreement
shall take place nonexclusively in the appropriate state or federal court in Los Angeles County,
California.
12.18 Paragraph Headings. The paragraph titles used herein are for convenience of the Parties
only and shall not be considered in construing the provisions of this Agreement.
12.19 Publici . No publicity, including, but not limited to press releases concerning this
Agreement, or the relationship between the Parties, shall be issued by either Party without the prior
written consent of the other Party, which shall not be unreasonably withheld.
12.20 Order of Precedence, Governing Documents. If a purchase order or similar ordering
document is issued by Customer for the Solution and/or Services hereunder, the Parties hereby agree that
the terms and conditions of this Agreement shall govern and take precedence over any different or
additional terms and conditions of such purchase order or similar document.
12.21 Authority to Bind. Each Party hereby represents and warrants that the Party signing below
has full right, power and authority to enter into this Agreement and bind such Party accordingly.
IN WITNESS WHEREOF, and intending to be legally bound, the Parties have executed or caused
this Agreement to be executed by their duly authorized representatives as of the date set forth below.
STREET SMART
Signature
Name
Title
Date
APPAM" BY MY COUNCIL
LM SPRINGS
Signatu ��
Name
Title
Date or
STREET SMART Palm Springs PD (Street Smart SaaS) (09042019) 10
SCHEDULE A
PRODUCTS & PRICING SCHEDULE
Customer Name and Address: City of Palm Springs ("Customer")
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Attn: Lieutenant William Hutchinson
Prepared By:
Street Smart Contracts Rep: Vicki Hamilton
Initial Term: Five (5) Years following the Effective Date of Agreement
Product/Services Selected: Street Smart SaaS Solution
Number of Sworn Officers: Up to 100 sworn officers at $100 per officer per year
FEES
Initial Set-up Fee (One-time)
Includes training and connection to one (1) computer aided dispatch (CAD)
feed, not to exceed 20 hours. If additional hours are required for feed $ 15,000
development, or if additional feeds, configuration or customization is
desired, additional fees may apply at Street Smart LLC's then -current rates on
a time -and -material basis.
Street Smart SaaS Solution Fees
Year 1 SaaS Fees
$ 10,000
Total Year 1 Fees
$ 25,000
Year 2 Fees
$ 10,000
Year 3 Fees
$ 10,000
Year 4 Fees
$ 10,000
Year 5 Fees
$ 10,000
"Additionadl(1) data feed
NTE $5,000
$70,000
Invoicinp—
Street Smart will invoice Customer for the Year 1 Fees at the execution of this Agreement, to include Year 1 SaaS
Fees and the Initial Set-up Fees, for a total Year 1 cost of $25,000.00. Year 2 and beyond fees will be invoiced at
the anniversary date of the Agreement.
Payment Terms. Payments are due no later than thirty (30) days after receipt of Street Smart invoice.
Additional Fees. Credit card payments are subject to a 3% processing fee.
STREET SMART Palm Springs PD (Street Smart SaaS) (09042019)
STREET SMART Palm Springs PD (Street Smart SaaS) (v09O42019) 12
SCHEDULE B
Street Smart SaaS SOLUTION
Service Levels and Standard Customer Support Policy
Three ways to contact Support:
Phone: 866.924.4644
Email: support@StreetSmart247.com
Support site: https:llsul2portcenter.StreetSmart247.com
Uptime Availability
Street Smart will maintain 98% total availability of the software and Service to Company (for purposes of
this support policy, "Company" shall refer to Street Smart's Customer) measured on a monthly basis,
excluding scheduled maintenance of four (4) hours per month or less ("Scheduled Maintenance"). Street
Smart will provide Company with a minimum of forty-eight (48) hour notice of any Scheduled
Maintenance to those person(s) specified by Company in writing as the primary contact(s). Scheduled
Maintenance will be performed outside of normal business hours, as defined Monday through Friday
(except holidays) from 8AM ET to 8PM ET ("Normal Business Hours".) Emergency repairs will be
performed as required and Street Smart will promptly notify Company of such action.
Service Level Definitions
LEVEL 1— Support provides the following services:
• Forgotten ID's and passwords
• Account expiry issues (ID and password changes)
• Day-to-day use of the Street Smart Software
• Connectivity issues including LAN, wireless access from the patrol cars and Internet access
• Initial triage of the support request to determine the next level of support, if required
• Logging the call and tracking its progress through to resolution
LEVEL 2 — Support provides the following services which includes a more detailed
understanding of the inner workings of the application:
• Additional contact with the customer to continue to triage the support request and resolve
items such as:
o Data issues including integrity and accuracy
o Problems with maps including geo-location inaccuracies
o Problem with CAD or other related Crime data feeds
o Problems with included third -party components
o Server imbalance
a Performance issue
o Interface with Level 3 support team to help identify a resolution
LEVEL 3 — Support services provide code level changes to the application
• Identification and resolution of a software failure which requires a patch or fix
• Provide assistance to level 2 support to identify problems and provide solutions that can be
applied without code changes
STREET SMART Palm Springs PD (Street Smart SaaS) (09042019) 13
Severities
Severity 1
High Priority
Critical
Definition:
System down or unavailable for use. To report a severity 1
problem or to submit a severity 1 service request, the
customer must provide two contact names (primary and
backup) and their phone numbers before the request is
as severity 1.
Initial Response All severity 1 problem reports or service requests will be
Time responded to within 2 hrs. This type of request is available
for submission and response 240. Street Smart will
provide the status of the work request every hour on the
hour via telephone to the customer via the contact points
mentioned above.
Resolution Time As the resolution time depends on the type of problem or
request, it cannot be determined in advance. Street Smart
support team will work 24 hrs a day, 7 days a week until
the problem is resolved. During this period, the customer
must be available to help with the problem determination
and resolution. Once the problem is identified, Street
Smart will provide Licensee with a resolution time
"Resolution Commitment Date"
Severity 2
Medium Priority
Initial Response
Time
Resolution Time
Definition:
Major functions down or not working, as expected.
Adversely affects and prevents the accomplishment of an
operational or mission essential function. Typically a
workaround is not available.
All severity 2 problem reports or service requests can be
submitted to the Support Center 24/7. However, responses
to these requests will only be made between Monday
through Friday, 8AM EST to 8PM EST. Requests will be
responded to within 4 hrs during these business hours.
Street Smart will provide the status of the work request on
a daily basis at the beginning of each day via telephone to
the requester or by email.
As the resolution time is depended on the type of problem
or request, it cannot be determined in advance. Street
Smart support team will work on the problem / request
during normal office hours until the problem is resolved.
During this period, the customer must be available to help
with the problem determination and resolution. Once the
problem is identified, Street Smart will provide Licensee
with a resolution time ("Resolution Commitment Date").
STREET SMART Palm Springs PD (Street Smart SaaS) (09042019) 14
Severity 3 Definition:
Low Priority Minor function down or not working as expected /
cosmetic issues. Adversely affects (but does not prevent)
the accomplishment of an operational or mission essential
function. Typically a workaround is available.
Priority Three Defects do not include aborts or loss of data.
Initial Response All severity 3 problem reports or service requests can be
Time submitted to the Support Center 24/7. However, responses
to these requests will only be made between Monday
through Friday, 8AM EST and 8PM EST. During these
business hours, requests will be responded to within 24 hrs.
Street Smart will provide the status of the work request
every three days the beginning of each day via telephone to
the reauester or by email.
Resolution Time As the resolution time depends on the type of problem or
request, it cannot be determined in advance. Street Smart
support team will work on the problem I request during
normal office hours until the problem is resolved. During
this period, the customer must be available to help with the
problem determination and resolution.
Severity 4 Definition:
Low Priority Enhancement, feature/user request or training. May
include password resets or training questions.
Initial Response All severity 4 problem reports or service requests can be
Time submitted to the Support Center 24/7. However, responses
to these requests will only be made between Monday
through Friday, 8AM EST and 8PM EST. During these
business hours, requests will be responded to within 24
hrs.
Resolution Time Street Smart support team will work on the problem 1
request during normal office hours until the problem is
resolved with the assistance of the customer.
Remedy
If Street Smart does not meet its system availability commitment of 98%, as set forth above, upon
Company's timely request, which request shall be made no later than ninety (94) days following any such
event, a credit will be applied based on the proportion of such deficiency (the amount less than 98%) to
the total number of hours in a month. Company may apply the credit against the next applicable
subsequent billing period or renewal term fees. Service credits will only apply to problems associated
with Street Smart and its network or data center. No credit will be given if it is determined the problem is
at Company, the Internet, or otherwise out of Street Smart's control.
STREET SMART Palm Springs PD (Street Smart SaaS) (09042019) is