HomeMy WebLinkAbout25S177 - Streamline Automation SYstems, LLCCONTRACT ABSTRACT
Contract/Amendment
Name of Contract:
Company Name:
Company Contact:
Email:
Summary of Services:
Contract Price:
Contract Term:
Public Integrity/ Business
Disclosure Forms:
Contract Administration
Lead Department:
Contract Administrator/ Ext:
Contract Approvals
Council/City Manager Approval Date:
Agreement Number:
Amendment Number:
Contract Compliance
Exhibits:
Insurance:
5RXWHG%\:
Bonds:
Business License:
Sole Source Co-Op
CoOp Agmt #:Sole Source
Documents:CoOp Name:
CoOp Pricing:
By:Submitted on:
Contract Abstract Form Rev
$XWKRUL]HG6LJQHUV
1DPH(PDLO
&&RUSRUDWLRQVUHTXLUHVLJQDWXUHV
License and Services Agreement
Streamline Automation Systems, LLC.
Justin Powell
j.powell@streamlineas.com
PSFD Fire Inspections Software
$7,874.50
1-year: 7/1/2025 - 6/30/2026
N/A
Craig Nagler: Cnagler@streamlineas.com
Information Technology
Larry Klingaman
N/A
25S177
#1
Yes
N/A
N/A
Department
-
No
Cumulative spend: $40,794.25
6/16/25 Rene Sanchez
55575.18100\42913029.1
Page 1 of 4
(BB&K 2024)
AMENDMENT NO. 1 TO THE LICENSE AND SERVICE AGREEMENT
(25S177)
BETWEEN THE CITY PALM SPRINGS AND STREAMLINE AUTOMATION
SYSTEMS, LLC.
1. Parties and Date.
This Amendment No. 1 to the License and Service Agreement is made and entered into as
of this 16th day of June, 2025, by and between the City of Palm Springs, a California charter city and
municipal corporation (“City”), and Streamline Automation Systems, LLC., a California Limited
Liability Company. City and Contractor are sometimes individually referred to as “Party” and
collectively as “Parties.”
2. Recitals.
2.1 Agreement. City and Contractor entered into an agreement titled “License and
Service Agreement” dated 7/20/2020 (Agreement) for the purpose of retaining the services of
Contractor to provide Fire Inspection Software to Palm Springs Fire Department in an amount of
$12,812.75 and a term of one-year with auto-renewal.
2.3 Amendment Purpose. City and Contractor now desire to amend the Agreement to
extend the term of services for one year as well as remove auto-renewal language from the
agreement.
2.4 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 6.7
of the Agreement.
3. Terms.
3.1 Amendment. Section 1.2 of the Agreement is hereby amended in its entirety to read
as follows:
"1.2 Term This Agreement shall, unless terminated sooner as
provided in this agreement, be in effect for a one (1) year period
commencing on July 1st, 2020 and ending on June 30
th, 2026 (the
“Initial Term”). This Agreement shall renew for successive one (1) year
terms (the “Extension Terms”) upon written mutual agreement by both
parties and under the same terms as provided for in this agreement
unless and until either party gives written notice to the other party (in
accordance with section 6.13) of its intent to cancel this agreement at
least 40 days in advance of the applicable Initial Term or Extension
Term, as the case may be. The Initial Term and applicable Extension
Terms shall collectively be referred to herein as the “Term.”"
“Exhibit A is attached hereto and incorporated herein by reference for a 1-year
extension quote for term 7/1/25 – 6/30/2026 at a cost of $7,874.50.”
55575.18100\42913029.1
Page 2 of 4
(BB&K 2024)
3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all
other provisions of the Agreement remain in full force and effect and shall govern the actions of the
parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever
the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as
amended by this Amendment No. 1.
3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No. 1.
3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall
continue in full force and effect.
3.5 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each
of which is deemed to be an original, but when taken together shall constitute but one and the same
instrument.
[SIGNATURES ON FOLLOWING PAGE]
55575.18100\42913029.1
Page 3 of 4
(BB&K 2024)
SIGNATURE PAGE FOR AMENDMENT NO. 1 TO THE LICENSE AND SERVICE AGREEMENT
BETWEEN THE CITY PALM SPRINGS AND STREAMLINE AUTOMATION SYSTEMS, LLC.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
below.
CONTRACTOR:
By: ____________________________
Signature
Date:
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: N/A Item No. N/A
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________
City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager – over $150,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
55575.18100\42913029.1
Page 4 of 4
(BB&K 2024)
Exhibit: 1-year renewal quote for term 7/1/25 – 6/30/26
STREAM LINE
AUTOMATION SYSTEMS
LICENSE AND SERVICE AGREEMENT
This License and Service Agreement (the "Agreement' I is entered into as of . 2020 Ithe "Effective Date') by and between the
following parties'. Streamline Automation Systems. LLC ("Streamline" and "Company'"), with its principal place of business at 2271 Lava Ridge
Coon, Suite 120, Roseville, CA 95661. on the one hand. and the CITY OF PALM SPRINGS (`Cheri'), with its principal place of business at
300 NORTH EL CIELO ROAD PALM SPRINGS, CA 92262. on the other hand. Streamline and Client are sometimes referred to hereafter
individually as "Pam' and collectively as "Parties."
RECITALS
A. Streamline is a California limited liability company that is in good standing with the California Secretary of Slate.
B. Streamline is in the business of providing licensing and hosting services with respect to its 1-icensed Property (as defined in Section I I ) and
Streamline Supplied Software (as defined in Section 1 2)
C. The Panics 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 I
LICENSING AND SERVICE
1.1 Licensed Product. Streamline's software, object code versions of software, mobile device sofbtare fie app) platform, and related items
(collectively,the"Licensed Prooertv")shall be the subject matter of this Agreement. The licensed Property ismorespecificallysetforth in Exhibit
A.
1.2 Term. This Agreement shall, unless terminated sooner as provided in this Agreement, be in effect for a one (1) year period commencing on
2020 and ending on . 2021 (the "Initial Term") This Agreement shall automatically renew for
successive one (1 ) year terms (the "Extension Terms') under the same terms as provided for in this Agreement unless and until either Party gives
written notice to the other Party (in accordance with Section 6.13) of its intent to cancel this Agreement at least thirty (30) days in advance of the
last day of the applicable Initial Term or Extension Term, as the case may be. The Initial Term and any applicable Extension Tcrm(s) shall
collectively be referred to herein as the 'Term."
1.3 Grant of Rights by 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 terns as more specifically
set forth hereafter. Client shall not, and shall not permit others to perform the following.
1 3.1 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 Propery'. and
1.3.3 Distribute, sublicense, assign, share, sell, lease, securitize, or otherwise transfer the Licensed Product or Client's right to use the licensed Product.
1.3.3.1 Client will be held in material breach ofthis .Agreement should Client perform any of the following actions provided in Sections 1 3.1, 1 3 2, and
1 3 3 above
1.3 32 All rights not expressly granted to Client are reserved by Streamline or Streamline's licensors for their exclusive benefit
1.3.3.3 Client shall provide a list ofall individuals employed,contracted, or otherwise associated with Client(individually "User' and collet ivoly"Users')
and using the Licensed Product within fourteen (14) days of the Client executing this Agreement Client shall he required to immediately notify
Streamline in writing as to any changes in the number of [)sets.
1.4 Service. Streamline shall provide Client a hosting solution (the ' hhostng Solution" or "Solution" ), the specifications of which are set forth in
Exhibit A ("Hosting Services'), as well as any additional services requested by Client that Streamline can provide, including, but not limited to
emergency medical service, inspection or emergency response cost recovery billing services Any such additional cervices requested by Client will
be memorialized in writing and added as an Exhibit to this Agreement upon acceptance by Streamline.
The terns and availability of the Hosting Services and Solution is more specifically set forth in Article 4. Any future services, in addition to the
Hosting San ices, 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 pan of this Agreement The licensing 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 "Set% cels)
1.5 License and Service Pee. Client shall be billed via invoice in advance for all applicable fees, including licensing and ,Sery ice fees, for the following
year, which specifications are more specifically set forth in Exhibit B (tile "Annual Service and Licensing Feesor' ASI.F") Payment of the first
ASLP shall be made by Client concurrently with the execution of this Agreement by all applicable fames. The "Annual Remittance Date' is set
forth in Exhibit B. All future installments of ASLP after the fast 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 monlh(s) until payment is received in full
Streamline 1_icense and Service Agreement. Revised 02212020
1 6 Failure to Pay MSF. In the event that Client shall fail to pay the MST by the Annual Remittance Date, or in the event there shall exist any
delinquency in the Client's account, Streamline reserves the right, in its sole and absolute discretion, to terminate the Agreement and discontinue
or suspend all Service to Client upon ten (10) days e-mail notice, without liability for actual compensatory or consequential damages to Client for
any interruption in Service. Should Streamline terminate the Agreement as provided in the previous sentence, Streamline shall have the sole and
absolute discretion to continue 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 Changes 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 this Agreement with the Client's consent Revised fees shall take effect on the
Annual Remittance Date of that year following the date tin which the Parties agree to (he revised fee schedule. (For example, if the Annual
Remittance Date is the first of each year and the revised fee schedule was agreed to by the Parties on November 5, 2016, then the revised fees and
the subsequent revised MST shall take effect and be due on December I, 2016.) Streamline shall provide Client with a minimum 90 (ninety) day's
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 PoIicy. 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 activity, (b) in contravention of any of the terms and provisions of this Agreement, or (e) in contravention of
Streamlme's Acceptable Use Policy as may be posted from lime 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.
L9 NoNolease. 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 Parry 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 bankruptev 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 MST as set forth under Section 1.6, (0 failure
to abide by the licensing restrictions set forth under Section 1 3 or Section I A, or (g) ceases to do business in the ordinary course. then the other
Party may terminate this Agreement immediately by written notice.
21 Rights upon 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
24 Rights upon Termination without Cause. In the event this Agreement is terminated upon thin (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 dale of termination.
25 Removal of Content. Upon any termination of this Agreement. Streamline shall remove all site content and/or any Licensed Product from any of
Streamline'a equipment or any of Clients equipment carrying the same Client acknowledges 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 Client s site content or other data.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1 Streamline Representations Streamline represents and warrants that it
3.1.1 Shall provide the Services in reasonable conformance with the specifications sat 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 ofringe(d) upon or misappropriated) any third part) s copyright, patents, trade secrets, trademark, trade name. or other
proprietary or intellectual property right with respect to the Services, and
3.1 A Own(s), or has the authority to use, all hardware, software and other materials necessary to provide the Services described herein.
3.1.5 Acknowledges that Client owns the data entered into the system during cheats use of the software and data may be provided back to the Client
upon termination ofthis agreement upon written request ofthe client
3.2 Client Representations. 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,
3 2.2 Has full authority to enter into this Agreement on behalf of Client,
Streamline License and Service Agreement Revised 02212020
3.2.3 Shall not use the Services in violation of Section 1.9,
32 4 Acknowledges and agrees that Streamline has no control of availability of Scnices on a continuous or unnuctin pled basis.
3.2 5 Acknowledges and agrees that from time to time the Services maybe inaccessible or inoperable for causes beyond Stream line's reasonable control
3.2.6 Acknowledges and agrees that Streamline does not guarantee the integrity of data stored or transmitted via Client s systemlhardware or via the
Internet
3.2.7 Acknowledges and agreesthat Streamlineshall not be liable for the inadvertent disclosure of orcorruptton or erasureofdam 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 am thing under
Streamline's reasonable control.
ARTICLE 4
SERVICE LEVEL GUARAN"FEES AND TERMS
4.1 Network Availaind w Guarantee Scope. Streamline guarantees that it shall maintain one hundred percent ( I00%) 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 wia the Internet through the front-end network as a
result of disruptions to either the data center or the front-end network (a "Covered Outage"), Streamline shall, as Client's sole and exclusive remedy
for failure to meet the foregoing guarantee, credit the Clients account for every five (5) consecutive minutes of such Covered Outage with a sum
equal to the prorated MSF for one (I) day of Services for the affected server(s), si biect to a maximum credit during anv calendar month as limited
by Section 4.6 (the "Standard Service Credit'). In no event shall the Scheduled Maintenance be deemed a Covered Outage entitling Client to a
Standard Sen ice Credit.
4.2 Scheduled Maintenance Scope "Scheduled Maintenance" shall mean anv maintenance at the Streamline dam center at which Client's virtual server
is located, of which Client is notified at least forty-eight (48) hours in advance. Notice of Scheduled Maintenance shall be provided to Client's
designated point of contact via a-mailthe standard window for service -affecting maintenance is between the hours of 12.01 a . and 5.00 a.m.
local time on a Saturday or Sunday. Streamline shall use reasonable commercial efforts to coordinate with Client when planning any maintenance
so as to minimize impact to Client and its customers. "Emergency Maintenance' shall mean anv maintenance by Streamline, its subcontractors or
service providers that does not meet the definition of Scheduled Maintenance.
4.3 Service Availability Guarantee Process. 'Network Unavailability" shall be calculated by Streamline each calendar month, and consists of the
number of minutes the Streamline network was not available to Client, and shall include unavailability associated with maintenance at the
Streamline data center where Client's 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 authonzed 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 durectly 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
Availability 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 MSF, and an additional ten percent (10%) of the MSF 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 ALP.
4.5 Exceptions to the Credit Process. Credit shall not be issued due to failures that are, as solely determined by Streamline, in its reasonable judgment,
a result of (a) Scheduled Maintenance and/or Emergency Maintenance and upgrades, (b) violations of AUP, or (c) Events of Force Majeure as
set lorh in Section 6 9.
46 Maximum Credits Available. I he total credit available to Client in any particular calendar month shall in no event exceed the MSF for such month.
4.7 Sunnort. Streamline shall maintain a help desk, which shall be the primary point of contact for all queries and communications regarding service
level incidents. 7"he help desk shall be coniactable by telephone at (886) 659.2249 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[his Agreement, "Confidential Information" shall mean Streamline'a proprietary information, including,
without limitation, 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 propene
licenses, licensed material, business methods, products, new products, marketing strategies for new products, sales figures, annual reports, financial
statements, and all other information provided by Streamline to Client marked "Confidential Information'. In the event that Confidential
Information must be provided visually ororally, obligations ofconfidence shall attach only to that information Client's obligations hereunder shall
not extend to any of 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 known, 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 independentlydeveloped by Client and all such development effons can be
independently documented. (e) was disclosed by Streamline to a third pam, or the United States government, without restriction, or(f) is required
to be disclosed by law or by court order
Streamline License and Service Agreement Revised 02212020
5.2 Non -Disclosure. Client shall hold and maintain the Confidential Information in strictest confidence and m 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 carefully 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 ofthe Confidential Information pursuant to the foregoing sentence that such persons are prohibited from making any use, publishing
or otherwise disclosing to others, or permuting others to use for their benefit, or to the detriment of Stream) ine, amof the Confidential Information
Client shall take all necessary action to protect the confidentiality ofthe 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 Client's 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 oftwelve 112) 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 Return of Confidential Information. Any materials or documents which have been furnished by Streamline to Client shall be promptly returned,
accompanied by all copies of such documentation, after the termination of this Agreement, or at any time upon Streamline's request No copies of
Confidential Information may be made unless approved in writing by Streamline
5.5 Injunctive Relief. Client understands and acknowledges 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 am' 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 otherwise, Streamline shall be entitled to obtain injunctive
relief against the breach or threatened breach under this Article 5, or the continuation of am such breach, without the necessity of proving actual
damages.
56 Legal Proceedings. 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 similar remedy or
the receipt ofa waiver by Streamline, Client determines, in consultation with outside counsel, in good faith that it is nonetheless required to disclose
the Confidential Information, Client may, without liability under this Agreement, disclose to the tribunal only that portion of the Confidential
Information that it determines is required to be disclosed so long as Client uses reasonable efforts to preserve the confidentiality of the other
Confidential Information, including, without 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 Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter contained herein, and shall
supersede all prior and contemporaneous agreements, representations and understandings of the Panics regarding such subject matter including,
but not limited to, oral agreements.
62 Binding Effect. This Agreement shall be binding on the Panics to this Agreement, and their heirs, executors. administrators, personal
representatives, successors, and assigns.
6.3 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 of this Agreement.
64 Exhibits. Sections and Articles. Any references to Exhibits, Sections, or Articles refer to the actual Exhibits, 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 pan hereof
66 Waiver. A Party'a 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, ofthat 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 Panics. Notwithstanding the foregoing, a modification to this Agreement, the effect of which is to increase
or decrease the MSF by no more than Four Hundred Dollars ($400) shall be permissible and constitute a binding Agreement modification if same
Is requested by and acknowledged via e-mail
6.8 Assignment Except as otherwise specifically provided herein, all of the rights and obligations of the Panics set forth herein are personal to the
Parties and none of the Panics may assign hislher/its rights nor delegate his/her/its duties hereunder to any other Party without the express, prior,
written consent of the other Parties. Notwithstanding the previous sentence. Streamline may transfer or assign its rights and obligations under this
Agreement to a subsidiary or entity' controlling, controlled by or under common control with Streamline or to an entire that acquires Streamline by
merger or purchase of all or substantially all of Streamline's assets.
69 Force Maieure. Neither party shall be in default of its obligations to the extent its performance is delayed or prevented IT, causes beyond its control,
including but not limited to acts of God, earthquake, flood, embargo.. 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 pary's
performance or imposes a substantial and commercially unreasonable burden on a Paris's performance, or the urtavailability of thud -party,
telecommunications or services (after taking all commercially reasonable steps to provide substitutes therefore).
Streamline License and Service Agreement. Revised 02212020
6 10 Indemnification. The Panics agree that they shall defend, indemnify, save and hold harmless one another from an} and all third-pam, demands,
liabilities, losses, costs, claims, suits, causes of actions and legal proceedings (including without limitation government enforcement actions)
including reasonable attorney's fees and disbursements, 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) copyright infringement or the infringement of any
intellectual property right asserted by a third -pang under this Agreement Each Party will not indemnify and hold harmless one another from
negligence or misconduct.
6,11 Limitation of Liability. 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 shall either Pam's total liability for any action under this Agreement exceed the total
amounts paid by Client during the Term The limitation of liability shall not apply to any breaches of confidentiality under Anicle 5.
6.12 No Warrant,. 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 of the Services is compromised
by the Client, site content, or any actions taken by Streamline 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 CITY OF PALM SPRINGS
Suite I10 300 NORTH EL CIELO ROAD
Roseville, CA 95661 PALM SPRINGS, CA 92262
Any written notice that is required to be made within a stated period of time shall be considered to be timely ifdelivered or mailed before midnight
on the last date of the period.
6.14 Attorney 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 Part)in Such action or proceeding shall be entitled to reasonable attorney's fees and associated costs.
6.15 Interpretation. 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 attorney has not been solicited by a Party such Party acknmcledges 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 Panics
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 Severability. 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 tern or provision in any other
situation or in any other jurisdiction, provided, however, that if either of the Panics hereto is thereby denied the substantial benefit of this 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
6.1 g Venue. The Panics hereby consent to personal jurisdiction in any action brought with respect to this Agreement Each of the Parties agree that this
Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to conl3icts 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 couns
in County of Placer, California. The Parties hereby waive their right to contest this venue and to initiate such a claim in another venue.
6.19 Independent Contractor. The Panics represent and warrant that Streamline enters into this Agreement, and will remain throughout the Term ofthe
Agreement, as an independent contractor The Parties represent and warrant that Streamline is not and will no[ become an employee, partner, agent,
or principal of Client while this Agreement is in effect.
6.20 Use of Employees 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 he 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 sen'ices.
6.21 Counterparts and Facsimile Transmission. This Agreement may be executed in counterparts, each ofschich shall bean original, but which together shall
constitute one and die same Agreement. All fax, 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 b)' the Associated Signature. There shall be a rebuttable presumption that an Associated Signature was affixed to the particular
document with the consent of the person whose signature is represented thereby.
622 Cooperative Purchases. This Agreement maybe used by other government 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 ma) be negotiated between the Company and
other agencies based on the specific revenue expectations. agency reimbursed costs. and other agency requirements. The CityrC'ounn'/or Fire
DepartmenUProtection District will in noway whatsoever incur any IiabiMc in relation to specdications, del i,er), payment, or any other aspect of
purchase by other agencies
Streamline License and Service Agreement. Revised 02112020
THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF THE DATE WRITTEN BELOW
'STREAMLINE'
Streamline Automation Systems, LLC "CLIENT'
a California limited liability c
City of Palm Springs
yy
Signature By: Signature
Print Name Kevin Nalder print Name
Its: O/MANA;2,R Title
Date
Streamline License and Service Agreement Revised 02212020
Its: Fire Chief Title
��0 SOS p Date
EXHIBIT A
Hosting Solution shell consist of.
STREAM 1[4)LINE
AUTOMATION SYSTEMS
Company Md. 22T1 lave Ridpe Ct
Stab 120
Rwevilb, CA 95881
us
Peons
(916)297-0205
quote Name
Sb Ise Year t
Ateeunl Name
PA. SKiga Fee DspsitmeM (CA)
Prepared BY
Ju.en PoaN
Emell
j.pdvel®etlNmliwaa.opm
BIN To Name
Paten Spnnga Fee DepanmeM (CA)
BIN T.
300 NaN El Clete Road
Palm Spdngs. CA 9M2
Created Data erJS 20
Cuole Number 00001455
Dessowd
Straemine ln.pecllons Softare(S"S)
1 Mmin user aW 5 iPnd uceroee. 2019 Cal
Fro Curie. Wmg Espon b Re Reooeay.
Lkense Dk nts W Fee Reoosery Bling
Cmbd Name
TayW TeW.
Peens
QW)285�939T
Email
Id0a.bapk®peYmpn g .gw
Selp To Name Palm Spnr Fee Depenmer8 (CAI
SbeamEme Cloud Fee
1.00
5875.00
S875.00
System SaBP
1.00
5995.00
S9%.00
Stresmina MminP LiOrenee
1.00
i77000
15.00%
5854.50
Sbeemine lmpecBm.IPad Lierlee
SAD
5825.00
15.00%
SS,EDB.zs
N19 CAL R. Cade
5.00
S1D7.00
5535.00
BNn9EIw
Espat ta Fin Recovery
1.00
52.500.00
10000%
$0.00
Dab Convenbn Sennes
Del. Conaaadm can FH Soeware
5.00ow
30.25
$1,250.00
OnArrb TrNNq-9 Hass
Boer Hour See.krb
1.00
$595.00
$595.OD
Took
Terms: Not 30
Subblel
Duobk wat ter No Day.
DkcauM
TOW Pace
Quota Aceesbince Into
SprlaWre:
Name:
TIM:
oats:
Tia.ne you roy yan mruddreaar.
Streamline License and Service Agmement.Revised 02212020
511,845.00
2T.n%
$8,410.75
Lead Modiled By Jusen Poael
7
EXHIBIT B
STREAM 1[4)LINE
AUTOMATION SYSTEMS
Company Addreu 2271 Lave Ritlpe Q
Sure 120
ftwila, CA 95881
us
Phone (916)29]-0205
Quote Name SeuhrIlre AmWl Foos
Aaounl Name Palm Spdnp F9e Department (CA)
Prepared By JuaA Pow l
Email I.parellSSeMsrnrnees.mm
BO To Name Pa9n SpNga Foe Depranent(CA)
Big To 300 Nara, EI Ci Road
Paton SWill CA 92262
Created Date 6QW020
Quote N.W, 00001486
Daeoipeon S1rmm1ine lnepediona(SeaS)anmel renewN
teas pepinnin9 Year 2.
IndWes daW hh,fing and melmenera».
Laoeupe, uptlNea gird auppon.
to m rw apply If NI g "h Fri Repmvry US
Contact Name Taybr Teeple
Phone (IN)265-939T
Email wylon.teeple�pehwpiigsro.gov
Ship To Nana Pelm Springs Flee DepaMlant (CA)
soaenine CM Fes
1.00
S875.00
SB75.00
Syeernine AdNn portal lid
IAA
S7I0.00
16.00%
SW50
WW Support Renewal
5.00
S550.00
15.00%
52.337.50
201SCALFIre Code
5.00
S107.00
S535Ao
BIIeg Export
1.00
$2,500.00
100.00%
50.00
Toto6
Teime: NB130
ci W b aNW fie, 90 my.
Subtotal S7,430.00
Dumont 40.75%
Tdel Phce 114p02.00
Quole Acceptance Into
Signature:
Name:
nee:
Date:
V
lbrra you for ywr mnsWwa6on Legit Modified BY J.M Pewee
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 Ist day of the month of the annual effective date of this agreement.
8
Streamline Licence and Service Agreement.Revised 02212020