AGREEMENT NO. ___________
[TECHNOLOGY SERVICES – LICENSE/SUBSCRIPTION]
This AGREEMENT (“Agreement”) is entered into on and effective as of ____________________ by and between the CITY OF BAKERSFIELD , a municipal corporation and Charter City (“City”), and METROPOLITAN TRANSPORTATION COMMISSION dba DevMecca.com, LLC (“Provider”) a limited liability company authorized to do business in California.
WHEREAS, PROVIDER provides a pavement management system used to effectively manage streets & roads and prov ide detailed forecasting and funding information; and
WHEREAS, CITY desires to subscribe to PROVIDER’s StreetSaver Annual Subscription for a one (1) year term , subject to and in accordance with the DevMecca Invoice No. 4926 -AR14507 attached hereto as Exhibit A and the Subscriber Terms & Conditions for StreetSaver attached hereto as Exhibit B; and
WHEREAS, in light of the intellectual property and subscription -based nature of PROVIDER’s programs and services , CITY’s use of PROVIDER’s services and/or prod ucts are subject to compliance with PROVIDER’s terms and conditions, and therefore CITY has agreed to abide by the above -referenced attachment(s); and
WHEREAS, notwithstanding the above, the Parties understand and agree that CITY’s standard contracting procedures require use of this cover sheet and signatories and certain delineated terms set forth below, which shall govern the term of this Agreement.
NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and PROVIDER hereby agree as follows:
1. SCOPE OF WORK. In exchange for the Compensation (defined below), PROVIDER shall perform the following: provide a one (1) year subscription to StreetSaver software based on size of network – Miles (1501-3000) Sections (5001- 10,000) (“Scope of Work”). The Scope of Work shall be subject to the terms and conditions set forth in Exhibit A and Exhibit B, attached hereto.
2. COMPENSATION. Subject to the conditions of this section, CITY will pay PROVIDER as follows for performing the Scope of Work (“Compen sation”): a total payment not to exceed $ 6,500.00 in accordance with the costs and fees set forth in Exhibit A.
CITY will pay PROVIDER within 30 days after PROVIDER submits an itemized invoice for the portions of the Scope of Work completed and that invoice is approved by CITY. The Compensation will be the total amount paid to PROVIDER for performing the Scope of Work and includes, but is not limited to, all out -of-pocket costs and taxes. CITY will pay no other compensation to PROVIDER. In no case will C ITY compensate PROVIDER more than $10,000.00 for performing the Scope of Work.
3. TERM. Notwithstanding any contrary terms set forth in Exhibit A and Exhibit B, this Agreement shall terminate on August 31, 2027 , unless terminated sooner.
IN WITNESS WHEREOF, the parties hereto have cause d this Agreement to be executed as of the Effective Date.
FOR CITY OF BAKERSFIELD
(“CITY”):
By: _______________________________
KAREN GOH
Mayor
By: _______________________________
GREGORY PRONOVOST
Technology Services Director
APPROVED AS TO FORM:
VIRGINIA GENNARO
City Attorney
By: _______________________________
ASHLEY ZAMBRANO
Deputy City Attorney
COUNTERSIGNED:
By: _______________________________
RANDY MCKEEGAN
Finance Director
FOR METROPOLITAN
TRANSPORTATION COMMISSION dba
DevMecca.com, LLC
(“PROVIDER”):
By: _______________________________
[signature]
Printed Name & Title:
___________________________________
ATTACHMENTS:
Exhibit A – DevMecca Invoice No.
4926-AR14507
Exhibit B – Subscriber Terms &
Conditions for StreetSaver
Metropolitan Transportation Commission : DevMecca.com, LLC 1 Sub Total 6,500.00
Total $6,500.00
Balance Due $6,500.00
Invoice Date : 07/01/2026
Terms : Net 60
Due Date : 08/30/2026
DevMecca.com, LLC
w/ Metropolitan Transportation Commission
Phone: 503-540-8837
[email protected]
https://www.streetsaver.com
Invoice
# 4926-AR14507
Balance Due
$6,500.00
Invoice For:
City of Bakersfield
4101 Truxtun Ave
Bakersfield
93309 CA
United States
# Item & Description Qty Rate Amount
1 StreetSaver Annual Subscription
For City of Bakersfield
Term: 9/1/2026 to 8/31/2027
Based on size of network
1.00 6,500.00 6,500.00
Notes
1. If paying by credit card, please click the Pay Now button and Annual subscription is based on:
pay with your credit card. ***************************************************
2. If paying by check, please print the invoice and mail with your PRICE TIER (Effective April 1, 2022):
check to the following address. Make check payable to (whichever is greater) Metropolitan Transportation Commission. MILES-----------------------SECTIONS-------------ANNUAL COST less than 20---------------less than 200----------$1,000 Mail to: 21-200----------------------201-1000-----------------$2,000 ------------------------------------------------------------- 201-500--------------------1001-2000----------------$3,500 Metropolitan Transportation Commission 501-1500-------------------2001-5000---------------$4,500 Attn: DevMecca.com, LLC 1501- 3000-----------------5001-10,000-------------$6,500 3760 Market St NE #308 *************************************************** Salem, OR 97301
------------------------------------------------------------- Thank you for your continued support!
Payment Options
EXHIBIT A
Subscriber Agreement for StreetSaver® (MTC Pavement
Management Software (as a Service))
This Agreement governs your access to and use of any and all StreetSaver® Online services (the “Services”) accessible through the StreetSaver® Web site (www.streetsaver.com) and any associated remote connections (including without limitation through Remote Desktop for Microsoft Windows).
Accessing or using the Services in any manner means that you accept the terms of this Agreement.
A. GRANT OF LICENSE AND USE RIGHTS
Subject to the terms of this Agreement, the Metropolitan Transportation Commission (“MTC”) grants you the nonexclusive, nontransferable license to access and use the Services—without the rights to sublicense or in any way transfer such rights or to engage in any type of resale of the Services or the output of the Services to any third party who has not also paid for a license to the Services. You agree not to make any use of the Services not expressly permitted under this Agreement. You further agree not to modify or remove the MTC logo located in the footer of any displayed or printed reports or other displayed or printed output generated by use of the Services.
B. AUTHORIZED USERS AND SCOPE
Your license to access and use the Services is conditioned on current payment of the applicable subscription fees described in Article F of this Agreement. Your access to and use of the Services will be through the use of a unique username and password; and you are solely responsible for safeguarding this information and any effects of not safeguarding this information. You may authorize your employees to access the Services by means of your username and password. You may not in any way loan, rent, or in any way share your username or password with any other person, outside of your agency or organization; consultants or independent contractors using the Services on behalf of your agency or organization are required to enter into this agreement on their own behalf. MTC reserves the right in its sole and absolute discretion to disable access and use through your username or password—temporarily to address any security or other technical issues or temporarily or permanently relating to your or your organization’s breach of this agreement.
C. OWNERSHIP AND CONFIDENTIALITY
You acknowledge and understand that the Services are provided through the StreetSaver® Pavement Management Software (the “Software”). You acknowledge and agree that the Software is the valuable property of MTC, which owns any copyright, trade secret, patent, and
EXHIBIT B
other proprietary rights in the Software. You acknowledge and agree that the Software constitutes confidential, proprietary information, unauthorized dissemination of which (including without limitation disassembly or reverse-engineering) could cause irreparable harm to MTC. You agree not to access or download any copy of the Software or to reverse-engineer, decompile, or disassemble the Software through the use of the Services or otherwise. You agree to notify MTC immediately of the existence of circumstances surrounding any unauthorized access to, copying of, downloading of, reverse-engineering, decompilation, or disassembly of the Software or any part thereof by any person or entity through the use of the Services or otherwise. As between you and MTC, you own all right, title, and interest in and to the data developed by the Software.
D. INDEMNIFICATION
You agree to indemnify, defend, and hold MTC, their directors, commissioners, officers, employees, and agents harmless from any and all losses, costs, claims, judgments, damages, liabilities, lawsuits, demands, or expenses arising out of or derived in any way, either directly or indirectly, from your use of the Services or from your breach of this Agreement, except to the extent any such claims arise from alleged infringement of patent or copyright in the U.S. based on the Services as provided by MTC, without modification and without combination with other software, services, or hardware not expressly authorized in writing by MTC.
E. TERM AND TERMINATION
1. Term
The Services shall be provided for a term of one (1) year from the delivery date of an e- mail notification of your login credentials and shall be extended in one (1) year increments, subject to payment of the applicable subscription fees, unless terminated by either party as provided herein. For additional Software licensed after your initial order, the one (1) year term shall commence upon the delivery date of your login credentials for such order.
2. Termination
You may terminate the Services at the end of the term by giving written notice to MTC at least fifteen (15) days prior to the end of any such term. In the event of early termination, for whatever reasons, you will not be entitled to a pro-rata refund from MTC for the period for which the Services are not used. MTC may suspend or cancel the Services if you fail to make payment pursuant to Article F below. Either party may terminate the Services if the other party breaches any material term or condition of the Services terms and conditions
EXHIBIT B
and the breach is not remedied within thirty (30) days after receiving written notice of the breach. In the event the Agreement is terminated, the Services will also terminate automatically.
3. Furnishing of Data
Upon request by you made within thirty (30) days after termination for reasons other than your breach of the Agreement, MTC will make available to you for download a file of the data in MTC’s custody generated by your use of the Services in Microsoft SQL Server format.
After such period, MTC shall have no obligation to maintain or provide any of such data and shall thereafter delete all such data in MTC systems or otherwise in MTC’s possession or control, unless legally barred from doing so.
F. FEES AND PAYMENT
1. Fees
As of October 3, 2024, the subscription fees for the Services and other fees referenced in this Agreement are no longer specified on the Website (www.streetsaver.com).
2. Payment
Following the initial term, the Services fees will be billed on an annual basis, payable in advance and due within net 30 days from receipt of MTC’s invoice.
3. Lapse of Coverage
In the event that your license of the Services lapses and your Services are discontinued by MTC as a result of either termination by you for any reason or by MTC for non-payment of the subscription fee, you may reactivate the Services within ninety (90) days of the end of the term by making payment for the current annual period, dating from the end of the previous term.
G. SINGLE SIGN-ON (SSO) INTEGRATION
1. SSO Capability
StreetSaver supports Single Sign-On (SSO) and allow integration with a customer’s identity provider using Security Assertion Markup Language (SAML) 2.0, OpenID Connect (OAuth
2.0), or WS-Federation protocols. SSO integrations shall support use of a customer- specified unique user identifier, such as a user ID or employee ID, rather than relying solely on an email address. StreetSaver staff will work with customer’s designated IT personnel
EXHIBIT B
and/or third-party identity service provider to implement and test SSO integration for authorized users.
2. Technical Documentation
StreetSaver staff will provide relevant technical documentation describing the SSO integration using SAML 2.0, OAuth 2.0, or WS-Federation protocols to the customer or its designated IT hosting provider, as needed for implementation.
3. SSO Maintenance Fee
Customers opting to implement a SSO integration shall pay an implementation fee to establish SSO and an annual maintenance fee to maintain SSO capability.
H. RETENTION OF RIGHTS
MTC retains all rights not expressly granted. Nothing in this Agreement constitutes a waiver of MTC’s rights under the U.S. copyright laws or any other Federal or State of California statutes.
I. DISCLAIMERS OF WARRANTIES; LIMITATION OF LIABILITY
TO THE EXTENT ALLOWED BY LAW, MTC MAKES NO WARRANTY OR REPRESENTATION,
EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES (OR THE SOFTWARE),
INCLUDING WITHOUT LIMITATION REGARDING NON-INFRINGEMENT OR THE QUALITY,
ACCURACY, PERFORMANCE, SECURITY, UPTIME, AVAILABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES (OR THE SOFTWARE). AS A RESULT, THE SERVICES ARE PROVIDED “AS IS” AND YOU ARE ASSUMING THE ENTIRE RISK RELATING IN ANY WAY TO USE OF THE SERVICES.
FURTHERMORE, TO THE EXTENT ALLOWED BY LAW, UNDER NO CIRCUMSTANCES
WHATSOEVER WILL MTC BE LIABLE TO LICENSEE FOR INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER FORM OF DAMAGES (EVEN IF
SUCH DAMAGES ARE FORESEEABLE OR IT HAS BEEN ADVISED OR HAS CONSTRUCTIVE
KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM ITS PROVISION OF
THE SERVICES OR OTHER ALLEGED PERFORMANCE OR NON-PERFORMANCE PURSUANT TO
ANY PROVISION OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF
REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS REGARDLESS OF WHETHER ANY
CLAIM TO SUCH DAMAGES SOUNDS IN CONTRACT, WARRANTY, TORT (INCLUDING
NEGLIGENCE AND STRICT LIABILITY), PRODUCT LIABILITY, INFRINGEMENT OF INTELLECTUAL-PROPERTY OR PROPRIETARY RIGHTS, OR OTHER FORM OF ACTION.
EXHIBIT B
J. GENERAL
This Agreement constitutes the entire agreement of the Parties with respect to matters set forth in this Agreement and supersedes any prior or contemporaneous understanding or agreement, oral or written, with respect to such matters. The headings in this Agreement are included principally for convenience and shall not by themselves affect the construction or interpretation of any provision in this Agreement, nor affect any of the rights or obligations of you or MTC. If any provision of this Agreement is deemed invalid or unenforceable, that provision will be reformed and construed consistently with applicable law as nearly as possible to reflect the original intentions of this Agreement; and in any event, the remaining provisions of this Agreement will remain in full force and effect.
T
his Agreement is governed by the laws of the State of California, without reference to any choice-of-law principles. Any action, proceeding, or complaint filed or instituted by any you or MTC to enforce any provision of this Agreement must be brought exclusively in the state courts in the County of Alameda, California or in the United States District Court for Northern District of California; and you and MTC each consent to personal jurisdiction in California.
Should you have any questions concerning this Agreement, you may contact MTC by writing to:
Metropolitan Transportation Commission
375 Beale Street, Suite 800
San Francisco, CA 94105
Attn: StreetSaver® Program Manager
E-mail: [email protected]
EXHIBIT B