Mainstar_EAMS_License_Agreement — Redondo Beach City Council, November 15, 2022

City of Redondo Beach A – MaintStar EAMS License Agreement

ENTERPRISE EAMS LICENSE AGREEMENT

1. Parties MAINTSTAR CUSTOMER OR AGENCY
MaintStar, Inc.
28 Hammond, Unit D
Irvine, California 92618
Attention: Contracts
City of Redondo Beach – Public Works
531 N. Gertruda Avenue
Redondo Beach CA 90277
Attention: Andrea Delap
P: 949.458.7560 P: 310-318-0686 x4151
F: 949.458.7626 F: 310-374-4718
e-Mail: [email protected] e-mail: [email protected] This License Agreement (“LA”) is intended for the exclusive benefit of the Parties; nothing herein will be construed to create any benefits, rights, or responsibilities in any other parties.

2. Term and Termination

2.1 Term The LA is effective as of November 15, 2022 (“Effective Date”) and will continue for five-year term, unless otherwise terminated as provided herein.

2.2 Termination Either party may terminate if the other party materially breaches this LA and, after receiving a written notice describing the circumstances of the default, fails to correct the breach within thirty (30) calendar days. Upon any termination or expiration of this LA, all rights granted to Customer are cancelled and revert to MaintStar.

3. Intellectual Property License

3.1 License The software products (“Software”) listed below are protected under the laws of the United States and the individual states and by international treaty provisions. MaintStar retains full ownership in the Software and grants to Customer a limited, nonexclusive, nontransferable license to use the Software, subject to the following terms and conditions:

MaintStar EAMS Enterprise Software

3.1.1 The Software is provided for use only by Customer or Agency employees, contractors or applicants.

3.1.2 Customer may not make any form of derivative work from the Software, although Customer is permitted to customize, develop additional or alternative functionality for the Software using tools and/or techniques enabled by the software or licensed to Customer by MaintStar.

3.1.3 Customer may not obscure, alter, or remove any confidentiality or proprietary rights notices.

3.1.4 Customer is liable to MaintStar for any losses incurred as the result of unauthorized reproduction or distribution of the Software which occur while the Software is in Customer’s possession or control.

3.1.5 Customer may use the Software only to process transactions relating to assets within both its own geographical and political boundaries and may not sell, rent, assign, sublicense, lend, or share any of its rights under this LA.

3.1.6 Customer is entitled to receive the Software compiled (object) code and is licensed to use any data code produced through implementation and/or normal operation of the Software; Customer is not entitled to receive source code for the Software except pursuant to an Intellectual Property Escrow Agreement, which may be executed separately by the Parties. Customer may not decompile or reverse-engineer the Software.

3.1.7 All rights not expressly granted to Customer are retained by MaintStar.

City of Redondo Beach A – MaintStar EAMS License Agreement

4. License Warranties

4.1 MaintStar warrants that it has full power and authority to grant this license and that, as of the effective date of this LA, the Software does not infringe on any existing intellectual property rights of any third party. If a third party claims that the Software does infringe, MaintStar may, at its sole option, secure for Customer the right to continue using the Software or modify the Software so that it does not infringe.

MaintStar will have the sole right to conduct the defense of any legal action and all negotiations for its settlement or compromise.

4.2 MaintStar has no obligation for any claim based upon a modified version of the Software or the combination or operation of the Software with any product, data, or apparatus not provided by MaintStar. MaintStar provides no warranty whatsoever for any third-party hardware or software products.

4.3 Except as expressly set forth herein, MaintStar disclaims any and all express and implied warranties, including but not necessarily limited to warranties of merchantability and fitness for a particular purpose.

5. Compensation

5.1 License Fees In exchange for the Software described herein above, Customer will pay to MaintStar the amounts indicated in Exhibit A.

5.2 Payment Terms Amounts are quoted in United States dollars and include applicable taxes, if any.

Customer will be invoiced for all amounts upon occurrence of the billing events described in Exhibit A.

The payment terms of all invoices are forty-five (45) business days from the dates of the invoices.

6. Confidentiality

6.1 Definitions “Disclosing Party” and “Recipient” refer respectively to the party which discloses information and the party to which information is disclosed in a given exchange. Either MaintStar or Customer may be deemed Disclosing Party or Recipient depending on the circumstances of a particular communication or transfer of information. “Confidential Information” means all disclosed information relating in whole or in part to non-public data, proprietary data compilations, computer source codes, compiled or object codes, scripted programming statements, byte codes, or data codes, entity-relation or workflow diagrams, financial records or information, client records or information, organizational or personnel information, business plans, or works-in-progress, even where such works, when completed, would not necessarily comprise Confidential Information. The foregoing listing is not intended by the Parties to be comprehensive, and any information which Disclosing Party marks or otherwise designates as “Confidential” or “Proprietary” will be deemed and treated as Confidential Information. Information which qualifies as “Confidential Information” may be presented to Recipient in oral, written, graphic, and/or machine-readable formats. Regardless of presentation format, such information will be deemed and treated as Confidential Information. Notwithstanding, the following specific classes of information are not “Confidential Information” within the meaning of this Section:
a) information which is in Recipient’s possession prior to disclosure by Disclosing Party; b) information which is available to Recipient from a third party without violation of this LA or Disclosing Party’s intellectual property rights;
c) information disclosed pursuant to Subsection 6.4 below; d) information which is in the public domain at the time of disclosure by Disclosing Party, or which enters the public domain from a source other than Recipient after disclosure by Disclosing Party;
e)
f)
information which is subpoenaed by governmental or judicial authority; information disclosed due to any rule, order, referral, or request, including without limitation any rule, order, referral, or request of City Council; City of Redondo Beach A – MaintStar EAMS License Agreement g)
h)
i)
j)
k)
information subject to disclosure pursuant to law, including without limitation the California Public Records Act;
information subject to disclosure pursuant to law, including without limitation the California Public Records Act;
information which now or hereafter becomes publicly known other than through acts or omissions of the receiving party, or anyone to whom the receiving party disclosed such information;
information independently developed by the receiving party without reliance on the confidential information of the disclosing party as shown by its written records; and information disclosed as part of the City’s customary contract approval process.

6.2 Confidentiality Terms The obligations described in this Section commence on the Effective Date and will continue until one (1) year following any termination or expiration of this LA (“Confidentiality Term”).

6.3 Confidentiality Obligations During the Confidentiality Term, Recipient will protect the confidentiality of Confidential Information using the same degree of care that it uses to protect its own information of similar importance, but will in any case use no less than a reasonable degree of care to protect Confidential Information. Recipient will not directly or indirectly disclose Confidential Information or any part thereof to any third party without Disclosing Party’s advance express written authorization to do so.

Recipient may disclose Confidential Information only to its employees or agents under its control and direction in the normal course of its business and only on a need-to-know basis. In responding to a request for Confidential Information, Recipient will cooperate with Disclosing Party, in a timely fashion and in a manner not inconsistent with applicable laws, to protect the Confidential Information to the fullest extent possible.

5.4 Publicity During the term of this LA, including the term of any amendment hereto, MaintStar may publicly disclose its ongoing business relationship with Customer. Such disclosures may indicate Customer’s identity and the MaintStar product(s) and services provided or contracted to be provided to Customer.

These disclosures may include press releases or other communications to media, display on MaintStar web sites, or use in other marketing activities, but will not include non-public information or indicate Customer’s express endorsement of MaintStar’s products or services without Customer’s prior written authorization.

7. Other Terms and Conditions

7.1 Dispute Resolution This LA is governed by the laws of the State of California. Any controversy or claim arising out of or relating to this LA, or the breach thereof, will be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, including the Emergency Interim Relief Procedures, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration will be Orange County, California. Either party may apply to the arbitrator for injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party also may, without waiving any remedy under this LA, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the arbitrator’s determination of the merits of the controversy. Each party will initially bear its own expenses and an equal share of the costs of the arbitration, but the prevailing party may be awarded its expenses, reasonable attorneys’ fees, and costs. The failure of either party to object to a breach of this LA will not prevent that party from thereafter objecting to that breach or any other breach of this LA.

7.2 Removal and Destruction of Software Within thirty (30) business days following termination of this LA by either Party, Customer will remove all copies of the Software from those computer systems which it owns or controls and will destroy all media which contain copies of the Software or portions thereof.

Customer will certify said removal and destruction to MaintStar within forty-five (45) business days following termination of this LA.

City of Redondo Beach A – MaintStar EAMS License Agreement

7.5 Assignment MaintStar may assign its rights and obligations hereunder for purposes of financing or pursuant to corporate transactions involving the sale of all or substantially all of its stock or assets.

MaintStar may subcontract with qualified third parties to provide portions of the Maintenance Services described herein above. However, MaintStar shall give written notice within thirty (30) days of such assignment.

7.6 Survival The following provisions will survive the termination or expiration of this LA: Section 5 and all subsections thereof, as to Customer’s obligation to pay any fees accrued or due at the time of termination or expiration; Section 6 and all subsections thereof; and Section 7, and all subsections thereof.

7.7 Alternate Terms Disclaimed The parties expressly disclaim any alternate terms and conditions accompanying drafts and/or purchase orders issued by Customer.

7.8 Severability and Amendment If any particular provision of this LA is determined to be invalid or unenforceable, that determination will not affect the other provisions of this LA, which will be construed in all respects as if the invalid or unenforceable provision were omitted. No extension, modification, or amendment of this LA will be effective unless it is described in writing and signed by the Parties AGREED AND ACCEPTED:

MaintStar (“MaintStar”) Customer or Agency (“The Customer”) By: ______________________________ By: ______________________________ Printed: Eric Sabato Printed: William C. Brand
Title: Vice President of Sales Title: Mayor
Date: ____________________________ Date: ____________________________ ATTEST:
______________________________
Eleanor Manzano, City Clerk
APPROVED AS TO FORM:
______________________________
Michael W. Webb, City Attorney
11/8/2022 | 10:37 AM PST
City of Redondo Beach CA – MaintStar EAMS Hosting Agreement Page 1 of 5

EAMS HOSTING AGREEMENT

1. Parties MAINTSTAR CUSTOMER OR AGENCY
MaintStar, Inc.
28 Hammond, Unit D
Irvine, California 92618
Attention: Contracts
City of Redondo Beach – Public Works
531 N. Gertruda Avenue
Redondo Beach CA 90277
Attention: Andrea Delap
P: 949.458.7560 P: 310-318-0686 x4151
F: 949.458.7626 F: 310-374-4718
e-Mail: [email protected] e-mail: [email protected] This Hosting Agreement (“HA”) is intended for the exclusive benefit of the Parties; nothing herein will be construed to create any benefits, rights, or responsibilities in any other parties.

2. Term and Termination

2.1 Term This agreement will be effective November 15, 2022 for a five (5) year term, unless otherwise terminated as provided herein.

2.2 Hosting Fees Hosting fees are included in maintenance coverage and in the annual maintenance fee.

This Hosting agreement offers the Customer compensation if certain system availability and performance standards are not maintained (see Section 3.5).

2.3 Termination Either party may terminate if the other party materially breaches this HA and, after receiving a written notice describing the circumstances of the default, fails to correct the breach within thirty (30) calendar days. Upon any termination or expiration of this HA, all rights granted to Customer are canceled and revert to MaintStar.

3. Hosting Services

3.1 Scope of Hosting Services MaintStar will provide the hosting services described in this Section and in Exhibit A for the following software products (“Hosted Applications”):

MaintStar EAMS Enterprise Software

3.2 System Administration and Security The Hosted Applications will be hosted by MaintStar on MaintStar - leased equipment at a physically-secure commercial third-party hosting facilities. MaintStar will perform system administration duties as required to maintain the service levels described below and to facilitate timely restoration of Customer’s data and operations, if necessary, following unanticipated interruptions of the Hosted Applications. MaintStar will implement suitable network security measures to minimize the likelihood of unanticipated interruptions of the Hosted Applications.

3.3 Infrastructure Availability MaintStar will endeavor to provide Customer with no less than twentyfour (24) hours’ notice prior to Hosted Applications unavailability due to planned maintenance (other than during MaintStar’s standard maintenance window between the hours of 9:00 PM [21:00] Thursday and 1:00 AM [1:00] Friday Pacific time); MaintStar will endeavor to provide as much notice as is practicable under the circumstances for updates and fixes which much be applied on a more urgent basis. MaintStar will provide five (5) business days’ notice prior to any planned network, server hardware, operating environment, or database modifications of a material nature. Excluding the foregoing events, MaintStar warrants that the Hosted Applications will be generally-available no less than ninety-nine point nine percent (99.9%) of each calendar month. For each calendar month during which the availability of the Hosted Applications does not achieve the established standard, MaintStar will provide a credit to Customer’s account as liquidated damages calculated pursuant to Subsection 3.5 below, provided that the substandard availability is identified by Customer in writing or by e-mail to MaintStar and can be objectively verified. Credits accumulated pursuant to this Section may be applied to additional MaintStar products and/or services, but will not be refunded to Customer.

City of Redondo Beach CA – MaintStar EAMS Hosting Agreement Page 2 of 5

3.4 Warranty MaintStar will commence and complete the obligations described in this HA in a good and workmanlike manner, consistent with the practices and standards of care generally-accepted within and expected of MaintStar’s industry, to ensure that the operation and availability of the Hosted Applications does not materially differ from documented specifications. MaintStar may make repeated efforts within a reasonable time period to resolve operational issues. When an operational issue cannot be resolved, Customer’s exclusive remedy will be damages in an amount equal to the total of hosting fees paid to MaintStar for the defective or non-conforming software products amongst the Hosted Applications during the twelve (12) calendar months immediately preceding the occurrence of the unresolved operational issue.

3.5 System Availability and Performance The performance requirements for the hosted system, excluding planned maintenance downtime, are set forth below. Uptime is calculated on a calendar month basis as U=O/(M-P)*100, where U is Uptime as used in the table below, O is the amount of operational uptime for the hosted system during a given calendar month, M is the number of minutes in said calendar month, and P is the number of minutes of planned downtime during said calendar month.

Uptime Credit
Greater than or equal to 99.9% None
Less than 99.9% but greater than or equal to 15% of pro-rated monthly hosting Less than 99.0% but greater than or equal to 35% of pro-rated monthly hosting Less than 95.0% 100% of pro-rated monthly hosting

4. Customer Property
Customer warrants that it exclusively owns its data and that it has both the right and the authority to provide such data to MaintStar. Customer retains full ownership of its data and grants to MaintStar a limited, nonexclusive, nontransferable license to use said data only to perform MaintStar’s obligations in accordance with the terms and conditions of this HA. Throughout the term of this HA, upon the request of Customer, MaintStar will provide Customer with:
(i) a copy of its data in an SQL database dump file, not more than once per calendar quarter, (ii) an LMS (land management data) property conversion upload, not more than twice per annual term, and (iii) a Crystal Report placement, not more than two (2) times per annual term.

Within thirty (30) calendar days following termination or expiration of this HA, Customer may request that MaintStar provide a complete copy of Customer’s data, as such may be updated or modified by Customer’s use of the Hosted Applications, to Customer in a machine-readable format. MaintStar will comply in a timely manner with such request, provided that Customer a) pays all costs of and associated with such copying, as calculated at MaintStar’s then-current time-and- materials rates; and b) pays all unpaid amounts due to MaintStar. If Customer elects to transition to another hosting option, including self-hosting or hosting by third parties, MaintStar will assist Customer during such transition to ensure uninterrupted access to Customer’s data and the Hosted Applications, provided that Customer pays all costs of and associated with such services, as calculated at then current hosting and/or time-and-materials rates, as applicable.

5. Compensation

5.1 Hosting Fee In exchange for the Hosting Services described herein above, Customer will pay to MaintStar a single annual recurring support fee which includes hosting services, as described in Exhibit A.

5.2 Payment Terms Amounts are quoted in United States dollars and include applicable taxes, if any. Customer will be invoiced for all amounts upon occurrence of the billing events described herein. The payment terms of all invoices are forty-five (30) business days from the dates of the invoices. MaintStar may, at its sole discretion, suspend its obligations hereunder without penalty until payments for all past-due billings have been paid in full by Customer.

City of Redondo Beach CA – MaintStar EAMS Hosting Agreement Page 3 of 5

6. Confidentiality

6.1 Definitions “Disclosing Party” and “Recipient” refer respectively to the party which discloses information and the party to which information is disclosed in a given exchange. Either MaintStar or Customer may be deemed Disclosing Party or Recipient depending on the circumstances of a particular communication or transfer of information. “Confidential Information” means all disclosed information relating in whole or in part to non-public data, proprietary data compilations, computer source codes, compiled or object codes, scripted programming statements, byte codes, or data codes, entity-relation or workflow diagrams, financial records or information, client records or information, organizational or personnel information, business plans, or works-in-progress, even where such works, when completed, would not necessarily comprise Confidential Information. The foregoing listing is not intended by the Parties to be comprehensive, and any information which Disclosing Party marks or otherwise designates as “Confidential” or “Proprietary” will be deemed and treated as Confidential Information. Information which qualifies as “Confidential Information” may be presented to Recipient in oral, written, graphic, and/or machine-readable formats. Regardless of presentation format, such information will be deemed and treated as Confidential Information. Notwithstanding, the following specific classes of information are not “Confidential Information” within the meaning of this Section:
a) information which is in Recipient’s possession prior to disclosure by Disclosing Party; b) information which is available to Recipient from a third party without violation of this HA or Disclosing Party’s intellectual property rights;
c) information disclosed pursuant to Subsection 6.4 below; d) information which is in the public domain at the time of disclosure by Disclosing Party, or which enters the public domain from a source other than Recipient after disclosure by Disclosing Party;
e) information which is subpoenaed by governmental or judicial authority f) information disclosed due to any rule, order, referral, or request, including without limitation any rule, order, referral, or request of City Council; g) information subject to disclosure pursuant to law, including without limitation the California Public Records Act;
h) information which now or hereafter becomes publicly known other than through acts or omissions of the receiving party, or anyone to whom the receiving party disclosed such information;
i) information independently developed by the receiving party without reliance on the confidential information of the disclosing party as shown by its written records; and j) information disclosed as part of the City’s customary contract approval process.

City of Redondo Beach CA – MaintStar EAMS Hosting Agreement Page 4 of 5

6.4 Publicity During the term of this HA, including the term of any amendment hereto, MaintStar may publicly disclose its ongoing business relationship with Customer. Such disclosures may indicate Customer’s identity and the MaintStar product(s) and services provided or contracted to be provided to Customer.

7. Other Terms and Conditions

7.1 Limitation of Liability MaintStar provides no warranty whatsoever for any third-party hardware or software products. Third-party applications which utilize or rely upon the Application Services may be adversely affected by remedial or other actions performed pursuant to this HA; MaintStar bears no liability for and has no obligation to remedy such effects. Except as set forth herein, MaintStar provides all Hosting Services “as is” without express or implied warranty of any kind regarding the character, function, capabilities, or appropriateness of such services or deliverables. To the extent not offset by its insurance coverage and to the maximum extent permitted by applicable laws, in no event will MaintStar’s cumulative liability for any general, incidental, special, compensatory, or punitive damages whatsoever suffered by Customer or any other person or entity exceed the fees paid to MaintStar by Customer during the twelve (12) calendar months immediately preceding the circumstances which give rise to such claim(s) of liability, even if MaintStar or its agents have been advised of the possibility of such damages.

7.2 Force Majeure MaintStar provides no warranty whatsoever for any third-party hardware or software products. Third-party applications which utilize or rely upon the Application Services may be adversely affected by remedial or other actions performed pursuant to this HA; MaintStar bears no liability for and has no obligation to remedy such effects. Except as set forth herein, MaintStar provides all Hosting Services “as is” without express or implied warranty of any kind regarding the character, function, capabilities, or appropriateness of such services or deliverables. To the extent not offset by its insurance coverage and to the maximum extent permitted by applicable laws, in no event will MaintStar’s cumulative liability for any general, incidental, special, compensatory, or punitive damages whatsoever suffered by Customer or any other person or entity exceed the fees paid to MaintStar by Customer during the twelve (12) calendar months immediately preceding the circumstances which give rise to such claim(s) of liability, even if MaintStar or its agents have been advised of the possibility of such damages.

7.3 Dispute Resolution This HA is governed by the laws of the State of California. Any controversy or claim arising out of or relating to this HA, or the breach thereof, will be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, including the Emergency Interim Relief Procedures, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration will be Orange County, California. Either party may apply to the arbitrator for injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party also may, without waiving any remedy under this HA, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the arbitrator’s determination of the merits of the controversy. Each party will initially bear its own expenses and an equal share of the costs of the arbitration, but the prevailing party may be awarded its expenses, reasonable attorneys’ fees, and costs. The failure of either party to object to a breach of this HA will not prevent that party from thereafter objecting to that breach or any other breach of this HA.

7.4 Survival The following provisions will survive the termination or expiration of this HA: Section 3.4, as to limitation of remedy; Section 5 and all subsections thereof, as to Customer’s obligation to pay any fees accrued or due at the time of termination or expiration; Section 6 and all subsections thereof with the exception of Subsection 6.4; and Section 7 and all subsections thereof with the exception of Subsection

7.2. City of Redondo Beach CA – MaintStar EAMS Hosting Agreement Page 5 of 5

7.5 Alternate Terms Disclaimed The parties expressly disclaim any alternate terms and conditions accompanying drafts and/or purchase orders issued by Customer.

7.6 Severability and Amendment If any particular provision of this HA is determined to be invalid or unenforceable, that determination will not affect the other provisions of this HA, which will be construed in all respects as if the invalid or unenforceable provision were omitted. No extension, modification, or amendment of this HA will be effective unless it is described in writing and signed by the Parties.

AGREED AND ACCEPTED:

MaintStar (“MaintStar”) Customer or Agency (“The Customer”) By: ______________________________ By: ______________________________ Printed: Eric Sabato Printed: William C. Brand
Title: Vice President of Sales Title: Mayor
Date: November 1, 2022 Date: ____________________________ ATTEST:
______________________________
Eleanor Manzano, City Clerk
APPROVED AS TO FORM:
______________________________
Michael W. Webb, City Attorney

SUPPORT AND MAINTENANCE AGREEMENT

1. Parties MAINTSTAR CUSTOMER OR AGENCY
MaintStar, Inc.
28 Hammond, Unit D
Irvine, California 92618
Attention: Contracts
City of Redondo Beach – Public Works
531 N. Gertruda Avenue
Redondo Beach CA 90277
Attention: Andrea Delap
P: 949.458.7560 P: 310-318-0686 x4151
F: 949.458.7626 F: 310-374-4718
e-Mail: [email protected] e-mail: [email protected] This Maintenance Agreement (“MA”) is intended for the exclusive benefit of the Parties; nothing herein will be construed to create any benefits, rights, or responsibilities in any other parties.

2. Term and Termination

2.1 Term and CPI Adjustment This agreement will be effective November 15 for a five (5) year term. The fee will be fixed for years one through three of the MA. MaintStar assures the Customer fees will not increase by more than the lesser of the annual CPI (referenced to https://www.bls.gov/cpi/) or five percent (5%) for the preceding two years of the term. The fee for the maintenance is described in Exhibit A.

2.2 Reinstatement Fee In the event that Customer fails to renew maintenance coverage or pay the applicable fees, MaintStar reserves the right to withhold all support. To reinstate support the Customer will be required to pay the past due maintenance for the unpaid periods plus a 10% penalty.

2.3 Termination Either party may terminate if the other party materially breaches this MA and, after receiving a written notice describing the circumstances of the default, fails to correct the breach within thirty (30) calendar days. Upon any termination or expiration of this MA, all rights granted to Customer are cancelled and revert to MaintStar.

3. Scope of Maintenance

3.1 Maintenance Services

3.1.1 Telephone Support MaintStar will provide Customer with a telephone number to contact MaintStar Customer Support, MaintStar’s live technical support facility, which is available from 6:00 a.m. until 5:00 p.m. Pacific time Monday through Friday, excluding MaintStar’s observed holidays (listed below):

1. New Years Day

2. Martin Luther King Jr. Day

3. Memorial Day

4. Independence Day

5. Labor Day

6. Veterans Day

7. Thanksgiving

8. Day After Thanksgiving

9. Christmas

3.1.2 Email Support MaintStar will provide Customer with one or more electronic mail addresses to which Customer may submit routine or non-critical support requests, which MaintStar will address during itsregular business hours. Emergency level requests outside of normal service hours customers may contact their Dedicated Support Engineer via email or cellphone text message.

3.1.3 Online Support MaintStar will provide Customer with access to an online service support ticketing system. The system is continuously available and will provide regular updates to service requests.

3.1.4 Remote Support When required to properly resolve a maintenance request, MaintStar will provide remote assistance to Customer via a web conferencing environment or another mutually-acceptable remote communications method.

3.1.5 Onsite Support If Customer does not wish for MaintStar to resolve its maintenance requests remotely, MaintStar will provide on-site assistance to Customer at MaintStar’s time-and-materials rates as described in See Exhibit B. In addition to these charges, Customer, in its sole discretion will compensate MaintStar for associated airfare, lodging, rental transportation, meals, and other incidental expenses as such expenses accrue; provided, however, that such expenses are reasonable and MaintStar obtains Customer’s written authorization prior to incurring expenses.

3.1.6 Software Updates Software Updates MaintStar will provide revisions of and enhancements to maintained software products to Customer as such updates are generally-released by MaintStar. Software updates will be made available to Customer for evaluation prior to production deployment. Production deployment will be scheduled in advance with the customer.

3.1.7 Third Party Integration Systems integration requires routine support to remain valid over time and to accommodate third-party changes. Systems integration are subject to an additional annual support fee of 20 percent of the integration development fee or as specified in Exhibit A.

3.2 Maintenance Limitations Generally, the following are not covered by this MA, but may be separately available at rates and on terms which may vary from those described herein:
a) Servicesrequired due to Customer misuse of the MaintStar-maintained software products.
b) Servicesrequired due to software corrections, integrations, customizations, or modifications not developed or authorized by MaintStar. c) Non-emergency services required by Customer to be performed by MaintStar outside of MaintStar’s usual working hours.
d) Services required due to external factorsincluding Customer’s use of software or hardware not authorized by MaintStar.
e) Services required due to the operation of third-party interfaces between the MaintStarmaintained software products and other third-party software products or systems, even where such interfaces were provided or implemented by MaintStar but are a result of version changes to the third-party software product or configuration. f) Services required to resolve or work-around conditions which cannot be reproduced in MaintStar’s support environment.
g) Services which relate to tasks other than maintenance of Customer’s existing implementation and configuration of the MaintStar maintained software products including, but not necessarily limited to, enhancing or adapting such productsfor specific operating environments.
h) Services requested by Customer to implement integrations in customer licensed software not provided by MaintStar pursuant to this MA

4. Legacy Releases
MaintStar will provide maintenance support for the Land Management System and Enterprise Asset Management System, including all major and minor releases deployed following deployment. Previous MaintStar products are considered Legacy Releases.

MaintStar provides support on Legacy Releases based on the information available from the last release version and date. MaintStar will not include services requiring additional research, engineering-level support, or programming under this MA. MaintStar will provide research, engineering-level support, and programming at the company's prevailing hourly rates.

5. Warranty
MaintStar will commence and complete the maintenance obligations described in this MA in a good and workmanlike manner, consistent with the practices and standards of care generally accepted within and expected of MaintStar’s industry, to ensure that the operation of the maintained software products does not materially differ from documented specifications. MaintStar may make repeated efforts within a reasonable time period to resolve maintenance requests. When a maintenance request cannot be resolved, the Customer’s exclusive remedy will be damages in an amount equal to the total maintenance fees paid to MaintStar for the defective or non-conforming software products for the twelve (12) calendar months immediately preceding the Customer’s maintenance request.

6. Confidentiality

6.1 Definitions “Disclosing Party” and “Recipient” refer respectively to the party which discloses information and the party to which information is disclosed in a given exchange. Either MaintStar or Customer may be deemed Disclosing Party or Recipient depending on the circumstances of a particular communication or transfer of information. “Confidential Information” means all disclosed information relating in whole or in part to non-public data, proprietary data compilations, computer source codes, compiled or object codes, scripted programming statements, byte codes, or data codes, entity-relation or workflow diagrams, financial records or information, client records or information, organizational or personnel information, business plans, or works-in-progress, even where such works, when completed, would not necessarily comprise Confidential Information. The foregoing listing is not intended by the Parties to be comprehensive, and any information which Disclosing Party marks or otherwise designates as “Confidential” or “Proprietary” will be deemed and treated as Confidential Information. Information which qualifies as “Confidential Information” may be presented to Recipient in oral, written, graphic, and/or machine-readable formats. Regardless of presentation format, such information will be deemed and treated as Confidential Information. Notwithstanding, the following specific classes of information are not “Confidential Information” within the meaning of this Section:
a) information which isin Recipient’s possession prior to disclosure by Disclosing Party; b) information which is available to Recipient from a third party without violation of this MA or Disclosing Party’s intellectual property rights;
c) information disclosed pursuant to Subsection 6.4 below; d) information which is in the public domain at the time of disclosure by Disclosing Party, or which enters the public domain from a source other than Recipient after disclosure by Disclosing Party;
e) information which issubpoenaed by governmental or judicial authority; f) information disclosed due to any rule, order, referral, or request, including without limitation any rule, order, referral, or request of City Council; g) information subject to disclosure pursuant to law, including without limitation the California Public Records Act;
h) information which now or hereafter becomes publicly known other than through acts or omissions of the receiving party, or anyone to whom the receiving party disclosed such information;
i) information independently developed by the receiving party without reliance on the confidential information of the disclosing party as shown by its written records; and j) information disclosed as part of the City’s customary contract approval process.

6.3 Confidentiality Obligations During the term of this MA, including the term of any amendment hereto, MaintStar may publicly disclose its ongoing business relationship with Customer. Such disclosures may indicate Customer’s identity and the MaintStar product(s) and services provided or contracted to be provided to Customer. These disclosures may include press releases or other communications to media, display on MaintStar web sites, or use in other marketing activities, but will not include non-public information or indicate Customer’s express endorsement of MaintStar’s products or services without Customer’s prior written authorization.

6.4 Publicity During the term of this MA, including the term of any amendment hereto, MaintStar may publicly disclose its ongoing business relationship with Customer. Such disclosures may indicate Customer’s identity and the MaintStar product(s) and services provided or contracted to be provided to Customer.

7. Other Terms and Conditions

7.1 Limitation of Liability MaintStar provides no warranty whatsoever for any third-party hardware or software products. Third-party applications which utilize or rely upon the Application Services may be adversely affected by remedial or other actions performed pursuant to this MA; MaintStar bears no liability for and has no obligation to remedy such effects. Except as set forth herein, MaintStar provides all Hosting Services “as is” without express or implied warranty of any kind regarding the character, function, capabilities, or appropriateness of such services or deliverables. To the extent not offset by its insurance coverage and to the maximum extent permitted by applicable laws, in no event will MaintStar’s cumulative liability for any general, incidental, special, compensatory, or punitive damages whatsoever suffered by Customer or any other person or entity exceed the fees paid to MaintStar by Customer during the twelve (12) calendar months immediately preceding the circumstances which give rise to such claim(s) of liability, even if MaintStar or its agents have been advised of the possibility of such damages.

7.2 Force Majeure MaintStar provides no warranty whatsoever for any third-party hardware or software products. Third-party applications which utilize or rely upon the Application Services may be adversely affected by remedial or other actions performed pursuant to this MA; MaintStar bears no liability for and has no obligation to remedy such effects. Except as set forth herein, MaintStar provides all Hosting Services “as is” without express or implied warranty of any kind regarding the character, function, capabilities, or appropriateness of such services or deliverables. To the extent not offset by its insurance coverage and to the maximum extent permitted by applicable laws, in no event will MaintStar’s cumulative liability for any general, incidental, special, compensatory, or punitive damages whatsoever suffered by Customer or any other person or entity exceed the fees paid to MaintStar by Customer during the twelve (12) calendar months immediately preceding the circumstances which give rise to such claim(s) of liability, even if MaintStar or its agents have been advised of the possibility of such damages.

7.3 Dispute Resolution This MA is governed by the laws of the State of California. Any controversy or claim arising out of or relating to this MA, or the breach thereof, will be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, including the Emergency Interim Relief Procedures, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration will be Orange County, California. Either party may apply to the arbitrator for injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party also may, without waiving any remedy under this HA, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the arbitrator’s determination of the merits of the controversy. Each party will initially bear its own expenses and an equal share of the costs of the arbitration, but the prevailing party may be awarded its expenses, reasonable attorneys’ fees, and costs.

The failure of either party to object to a breach of this MA will not prevent that party from thereafter objecting to that breach or any other breach of this MA.

7.4 Survival The following provisions will survive the termination or expiration of this MA: Section 3.4, as to limitation of remedy; Section 5 and all subsections thereof, as to Customer’s obligation to pay any fees accrued or due at the time of termination or expiration; Section 6 and all subsections thereof with the exception of Subsection 6.4; and Section 7 and all subsections thereof with the exception of Subsection

7.2. 7.5 Alternate Terms Disclaimed The parties expressly disclaim any alternate terms and conditions accompanying drafts and/or purchase orders issued by Customer.

7.6 Severability and Amendment If any particular provision of this MA is determined to be invalid or unenforceable, that determination will not affect the other provisions of this MA, which will be construed in all respects as if the invalid or unenforceable provision were omitted. No extension, modification, or amendment of this MA will be effective unless it is described in writing and signed by the Parties.

AGREED AND ACCEPTED:

MaintStar (“MaintStar”) Customer or Agency (“The Customer”) By: ______________________________ By: ______________________________ Printed: Eric Sabato Printed: William C. Brand
Title: Vice President of Sales Title: Mayor
Date: November 1, 2022 Date: ____________________________ ATTEST:
______________________________
Eleanor Manzano, City Clerk
APPROVED AS TO FORM:
______________________________
Michael W. Webb, City Attorney
$ 7,500.00 $ 7,500.00
$ 29,500.00 $ 29,500.00

EXHIBIT A

PRICING SUMMARY

CITY OF REDONDO BEACH, CA
MaintStar Software Licensing
Line Item Qty. Description Unit Price Ext. Price
1 1 Perpetual Enterprise Site License
MaintStar EAMS Enterprise Asset Management System
$ 35,000.00 $ 35,000.00
2 Discount $ -35,000.00
TOTAL LICENSING $ 0.00
MaintStar Professional Services
Line Item Qty. Description Unit Price Ext. Price
1 1 MaintStar v14 to v15 Data Conversion $ 15,000.00 $ 15,000.00 2 MaintStar Training Services
5 Days Online Training – 10 x 4 Hour Training Sessions
MaintStar Single Annual Recurring Support Services Fee
Line Item Qty. Description Unit Price Ext. Price
1 1 MaintStar Single Annual Recurring Support Services Fee Includes:

Dedicated Application Hosting
Ongoing Support and Maintenance
Web Conference Training Refreshes
Updates and Upgrades
MaintStar Total First Year Costs
TOTAL FIRST YEAR EXPENSES $ 52,000.00

EXHIBIT A

PRICING SUMMARY

CITY OF REDONDO BEACH, CA
MaintStar Single Annual Recurring Support Services Fee - EAMS Line Item Qty. Description Unit Price Ext. Price
2 2 Year 2 Annual Recurring – Hosting, Support,
Upgrades
$ 29,500.00 $ 29,500.00
3 3 Year 3 Annual Recurring – Hosting, Support,
Upgrades
$ 29,500.00 $ 29,500.00
4 4 Year 4 Annual Recurring – Hosting, Support,
Upgrades
$ 30,975.00 $ 30,975.00
5 5 Year 5 Annual Recurring – Hosting, Support,
Upgrades
$ 32,523.75 $ 32,523.75

EXHIBIT B

MAINTSTAR STANDARD SUPPORT RATES

CITY OF REDONDO BEACH, CA
Professional Services – For Reference Only Hourly Rates Project Management $ 250.00 hour
Project Planning/Requirements Elicitation $ 150.00 hour Interface Design $ 150.00 hour
Data Extract, Transform, Load (ETL) $ 150.00 hour
Testing and Acceptance $ 130.00 hour
Port-Production Support $ 130.00 hour
Travel and Expenses* N.S.P.

On Site Implementation Assistance (40 Hour Minimum) $ 250.00/$ 2,000.00 day On Site Go-Live Assistance $ 250.00/$ 2,000.00 day
Software Development Services $ 200.00 hour
City of Redondo Beach CA – Exhibit C Contractual Attachment Page 1 of 1 EXHIBIT C – MAINTSTAR CERTIFICATE OF INSURANCE
City of Redondo Beach CA

ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?

INSR ADDL SUBR LTR INSD WVD

PRODUCER CONTACT
NAME:

PHONE FAX (A/C, No, Ext): (A/C, No):

E-MAIL
ADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS

AUTOMOBILE LIABILITY

UMBRELLA LIAB

EXCESS LIAB

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $
DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $

PRO- POLICY JECT LOC PRODUCTS - COMP/OP AGG
OTHER: $

COMBINED SINGLE LIMIT
(Ea accident) $
ANY AUTO BODILY INJURY (Per person) $
OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ $

OCCUR EACH OCCURRENCE
CLAIMS-MADE AGGREGATE $
DED RETENTION $

PER OTH- STATUTE ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT INSURER(S) AFFORDING COVERAGE NAIC #

COMMERCIAL GENERAL LIABILITY
Y / N
N / A (Mandatory in NH)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
$
$
$
$
$
The ACORD name and logo are registered marks of ACORD
11/1/2022
License # 0757776
(714) 739-3177 (714) 739-3188
20281
Maintstar, Inc.
1278 Glenneyre St. Ste. 405
Laguna Beach, CA 92651
41840
37540
A 2,000,000
35790788 WUC 8/15/2022 8/15/2023 2,000,000
10,000
1,000,000
2,000,000
2,000,000
A 1,000,000
73517904 8/15/2022 8/15/2023
B
W23J165213 10/1/2022 10/1/2023 1,000,000 Y 1,000,000
1,000,000
C E & O incl Cyber V1C0EB220701 7/15/2022 Claims Made 2,000,000 For Information Purposes Only.

City of Redondo Beach
531 N. Gertruda Ave.

Redondo Beach, CA 90277
MAININC-04 JJOSE
HUB International Insurance Services Inc.
6 Centerpointe Drive
Suite 350
La Palma, CA 90623
Karen Dempsey
[email protected]
Federal Insurance Company
Allmerica Financial Benefit Insurance Company
Beazley Insurance Company
X
7/15/2023
X
X
X
X X

Redondo Beach City CouncilNovember 15, 2022

Redondo Beach City Council
November 15, 2022