4936-8332-7094 V1 1
Software License Agreement
NEXGEN Asset Management Software License
Agreement
City of Camarillo
This Agreement, effective upon contract approval, ("Agreement") is between NEXGEN Asset Management ("NEXGEN"), a Nevada corporation with its California office at 4010 Lennane Drive, Sacramento, CA 95834, and the City of Camarillo ("LICENSEE"), a California municipal corporation located at 601 Carmen Dr #6034, Camarillo, CA 93010.
RECITALS
Whereas, NEXGEN owns certain software programs, referred to collectively as the NEXGEN Asset Management® (NEXGEN AM) products; Whereas, Licensee desires to use those programs, while protecting the copyrights, trade secrets, confidential information, and other valuable intellectual property contained in the programs.
Now, therefore, NEXGEN and Licensee agree as follows:
1. DEFINITIONS
"Program(s)" means the object code version of the software programs and related documentation provided by NEXGEN to Licensee at any time under terms of this agreement.
"Users" means the number of Licensee’s users (i.e., the number of Licensee’s users using the Program at one time) permitted to use a Program.
“Domains” means the number of individual database setups that can be accessed by a Program.
2. LICENSE GRANT
License of Program(s). Subject to the terms and conditions of this Agreement NEXGEN grants Licensee a nonexclusive, nontransferable license to use the object code version of the Program(s) during the term of this Agreement.
Limited Grant. Except as expressly set forth in this Section 2, NEXGEN grants and Licensee receives no right, title or interest in or to the Program(s) or any other deliverables provided by NEXGEN in connection with this Agreement.
3. LICENSE RESTRICTIONS
No Reverse Engineering. Licensee will not disassemble, decompile, reverse analyze, or reverse engineer the Program(s).
No Modification. Licensee will not modify the Program(s).
No Copying. Licensee will not copy the Program(s), in whole or in part.
No Third Party Use. Licensee will not use the Program(s) in any manner to provide services to any third parties, except as necessary to comply with federal, state, or local laws, regulations, and/or court orders.
No Disclosure of Personal Information. Licensee does not herein and shall not disclose, and NEXGEN shall have no right to view, access, or disclose, personal Doc ID: bfa94aca3431e97f47481b5b201bd242ef2f42a5
NEXGEN ASSET MANAGEMENT SOFTWARE LICENSE AGREEMENT
CITY OF CAMARILLO
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and/or private information contained in any records owned or retained by the Licensee and uploaded to the Program(s) by Licensee (“Licensee Records”). Personal and/or private information includes all information defined as personal and/or private information under any federal, state, or local law or regulation (“Personal Information”).
4. PROPRIETARY RIGHTS
NEXGEN Property. The Program(s), in whole and in part and all copies thereof, are and will remain the sole and exclusive property of NEXGEN.
Proprietary Notices. Licensee will not delete or alter any copyright, trademark, and other proprietary rights notices of NEXGEN and its licensors appearing on the Program(s). Licensee agrees to reproduce such notices on all copies it makes of the Program(s).
Licensee Records Uploaded to Program. Licensee Records shall remain the sole and exclusive property of Licensee and within Licensee’s sole custody. Licensee shall have full and total access to such Licensee Records at all times and may manage Licensee Records in its sole discretion.
5. CONFIDENTIAL INFORMATION
Definition. "Confidential Information" refers to: (i) the Program(s), including, but not limited to their software source code, and any related documentation or technical or design information related to the Program(s); (ii) the business or technical information of NEXGEN, including but not limited to any information relating to NEXGEN's product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know- how; (iii) any information designated by NEXGEN as "confidential" or "proprietary" or which, under the circumstances taken as a whole, would reasonably be deemed to be confidential; and (iv) the terms and conditions and existence of this Agreement. “Confidential Information” also includes Personal Information in Licensee Records.
Confidential Information shall not include information that: (i) is in or enters the public domain without either party’s breach of this Agreement; (ii) that either party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; or (iii) that either party develops independently, which it can prove with clear and convincing written evidence.
Confidentiality Obligations. The parties agree to take all measures reasonably required in order to maintain the confidentiality of all Confidential Information in their possession or control, which will in no event be less than the measures the parties use to maintain the confidentiality of their own information of equal importance.
Injunctive Relief. The parties acknowledge that they are each beneficiaries of this Agreement and specifically of this Section. The parties further acknowledges that the Confidential Information may include trade secrets, the disclosure of which would cause substantial harm to the parties that could not be remedied by the payment of damages alone. Accordingly, the parties will be entitled to preliminary and permanent injunctive relief and other equitable relief for any breach of this Section.
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NEXGEN ASSET MANAGEMENT SOFTWARE LICENSE AGREEMENT
CITY OF CAMARILLO
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6. MAINTENANCE AND SUPPORT
Maintenance or support is provided assuming the LICENSEE pays the annual maintenance and support fees in advance. Any new versions or modules of software provided to Licensee are automatically licensed according to provisions of this Agreement.
7. LIMITATIONS OF LIABILITY
The parties agree that, as material consideration for this Agreement, in no event will either party be liable to the other or any third party under this Agreement for any Direct, Indirect, Special, Incidental, or Consequential Damages, whether based on breach of contract, tort (including negligence), product liability, or otherwise, and whether or not the parties have been advised of the possibility of such damage.
The limitations specified in this Section 8 shall survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
8. TERM AND TERMINATION
Term. This Agreement shall be for the period of five (5) years from the effective date above. The parties may renew this Agreement by written agreement for five (5) additional one (1)-year terms. This Agreement may be terminated by either party at any time at its sole discretion for any reason including but not limited to: (i) a party breaches any material term or condition of this Agreement; (ii) a party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (iii) a party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.
Effect of Termination. On termination of this Agreement, Licensee will immediately return to NEXGEN or (at NEXGEN's request) destroy all copies of the Program(s) in its possession or control, and an officer of Licensee will certify to NEXGEN in writing that it has done so. On termination of this Agreement, NEXGEN will immediately return to Licensee or (at Licensee’s request) destroy all copies of Licensee Records in its possession or control, and an officer of NEXGEN shall certify to Licensee in writing that NEXGEN has done so.
Survival. The provisions of Sections 4 (Proprietary Rights) and 6 (Confidential Information) shall survive termination of this Agreement for any reason.
Nonexclusive Remedy. The exercise by either party of any remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
NEXGEN acknowledges that the Licensee is a governmental entity and, as such, the Licensee is funded by annual appropriations through governing bodies. NEXGEN agrees that a non-appropriation of funds by the Licensee shall relieve the Licensee of payment requirements under this section. The Licensee will provide at least thirty (30) days prior notice and sufficient evidence of such non-appropriation of funds.
9. GENERAL PROVISIONS
Assignment. The parties shall not assign this Agreement without the prior written consent of the other party, and any attempted assignment without the other party’s prior written consent shall be void.
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CITY OF CAMARILLO
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Modifications. This Agreement may only be modified, or any rights under it waived, by a written document executed by NEXGEN and Licensee.
Conflicting Terms. Purchase orders or similar documents relating to the Program(s) will have no effect on the terms of this Agreement, and the terms and provisions of this Agreement take precedence over purchase orders or similar documents.
Notices. All notices under this Agreement will be deemed given when delivered personally or sent by U.S. certified mail, return receipt requested, to the address shown below or as may otherwise be specified by either party to the other in accordance with this Section.
Severability. If any provision of this Agreement is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this Agreement will not be affected.
Waiver. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights.
Entire Agreement. This Agreement, including the RFP, addendums, NEXGEN proposal, and NEXGEN BAFO, is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter.
Choice of Law. This Agreement will be governed by and construed in accordance with the laws of the State of California applicable to agreements entered into, and to be performed entirely, within California between California residents. Venue shall be in Ventura County, California.
10. SOFTWARE COSTS
The software will be hosted by Microsoft Azure. LICENSEE has the NEXGEN Enterprise Cloud with unlimited users, unlimited storage and unlimited data transfer limit. The costs include every module on the web and mobile applications.
The 311 Service Request Portal and mobile application are subject to separate implementation, support and annual software fees identified below. Annual maintenance and support fees include all the upgrades and technical support. The software cost will be billed when Licensee signs off on final go-live of NEXGEN.
NEXGEN Cloud Software
Tier Year 1 Year 2 Year 3 Year 4 Year 5
1. NEXGEN Enterprise Cloud
(Unlimited)
$170,000
$180,250
$185,658
$191,227
$196,964
2. NEXGEN 311 Service Request
Portal & Mobile Application
(Unlimited)
$50,000 $51,500 $53,045 $54,636 $56,275
3. NEXGEN Contractor Portal &
Mobile Application (Unlimited)
$30,000 $36,050 $37,132 $38,245 $39,393
Note. Year was Enterprise Cloud was discounted from $175,000 to $170,000 and Contractor Portal was discounted from $35,000 to $30,000. The annual cost for Year 2-5 was based on a 3% increase on the original Enterprise Cloud cost of $175,000 and Contractor Portal cost of $35,000.
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NEXGEN ASSET MANAGEMENT SOFTWARE LICENSE AGREEMENT
CITY OF CAMARILLO
4936-8332-7094 V1 5
In Witness Whereof, the parties have caused this Agreement to be executed by their duly authorized representatives.
NEXGEN Asset Management LICENSEE
By: _____________________________ By: ____________________________
Name: Vincent Yee, P.E. Name: Greg Ramirez
Title: President Title: City Manager
Date: ___________________________ Date: __________________________
01 / 15 / 2026
Doc ID: bfa94aca3431e97f47481b5b201bd242ef2f42a5
NEXGEN Software Licensing Agreement CC 2026-8
2._NEXGEN_AM_Soft..._of_Camarillo.pdf
bfa94aca3431e97f47481b5b201bd242ef2f42a5
MM / DD / YYYY
Signed
01 / 15 / 2026
00:20:30 UTC
Sent for signature to Vincent Yee ([email protected]) from [email protected]
IP: 104.28.228.30
01 / 15 / 2026
22:07:44 UTC
Viewed by Vincent Yee ([email protected])
IP: 50.200.182.10
01 / 15 / 2026
22:08:07 UTC
Signed by Vincent Yee ([email protected])
IP: 50.200.182.10
The document has been completed.
01 / 15 / 2026
22:08:07 UTC