1 Streamline License and Service Agreement Revised 12/14/2020
LICENSE AND SERVICE AGREEMENT
This License and Service Agreement (the “Agreement”) is entered into as of November 22, 2022 (the “Effective Date”) by and between the following parties: Streamline Automation Systems, LLC (“Streamline” or “Company”), with its principal place of business at 2271 Lava Ridge Court, Suite 120, Roseville, CA 95661, on the one hand; and the CITY OF REDONDO BEACH (the “Client”), with its principal place of business at 401 S. BROADWAY REDONDO BEACH, CA 90277, on the other hand. Streamline and Client are sometimes referred to hereafter individually as “Party” and collectively as “Parties.”
RECITALS
A. Streamline is a California limited liability company that is in good standing with the California Secretary of State.
B. Streamline is in the business of providing licensing and hosting services with respect to its Licensed Property (as defined in Section 1.1) and Streamline Supplied Software (as defined in Section 1.2).
C. The Parties 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 1
LICENSING AND SERVICE
1.1 Licensed Product. Streamline’s software, object code versions of software, mobile device software (i.e. app) platform, and related items (collectively, the “Licensed Property”)shall be the subject matter of this Agreement. The Licensed Property is more specifically set forth in Exhibit A.
1.2 Term. This Agreement shall be effective as of the Effective Date and shall continue until November 21, 2025.
1.3 Grant of Rights by Streamline. Subject to Section 6.8 and Article 2, Streamline hereby grants to Client the non-exclusive, worldwide, nontransferable right and license to use the Licensed Property solely for its business purpose for the Term under the specific terms 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 Property; 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 of this Agreement should Client perform any of the following actions provided in Sections 1.3.1, 1.3.2, and
1.3.3 above.
1.3.3.2 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 of all individuals employed, contracted, or otherwise associated with Client (individually “User” and collectively “Users”) and using the Licensed Product within fourteen (14) days of the Client executing this Agreement. Client shall be required to immediately notify Streamline in writing as to any changes in the number of Users.
1.4 Service. Streamline shall provide Client a hosting solution (the "Hosting 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 services requested by Client will be memorialized in writing and added as an Exhibit to this Agreement upon acceptance by Streamline.
The terms and availability of the Hosting Services and Solution is more specifically set forth in Article 4. Any future services, in addition to the Hosting Services, 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 part 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 "Service(s)".
1.5 License and Service Fee. Client shall be billed via invoice in advance for all applicable fees, including licensing and Service fees, for the following year, which specifications are more specifically set forth in Exhibit B (the “Annual Service and Licensing Fees” or “ASLF”). Invoices for ASLF shall be issued on the “Annual Remittance Date” specified in Exhibit B. Payment of the first ASLF shall be made by Client within sixty (60) days of Client’s receipt of the invoice following the execution of this Agreement by all applicable Parties. All future installments of ASLF after the first has been paid shall be due and payable within sixty (60) days of Client’s receipt of each respective invoice. In addition to the License and Service Fees set forth in this Agreement, the Client will be responsible for paying any federal, state, or local taxes related to this Agreement as they become due. Streamline acknowledges that Client has remitted payments covering the period from November 22, 2022, through November 21, 2024.
Accordingly, Client shall only be responsible for remitting payments for the ASLF due from November 22, 2024 to November 21, 2025, as outlined in this section
1.6 Failure to Pay ASLF. In the event that Client fails to pay the ASLF by the due date specified in Section 1.5, or if there is any delinquency in the Client’s account, Streamline shall provide Client with a thirty (30) day grace period to cure such non-payment. If the ASLF remains unpaid after 2 Streamline License and Service Agreement Revised 12/14/2020 the grace period, Streamline reserves the right to terminate the Agreement and discontinue or suspend all Services to Client, following an additional thirty (30) days' written notice provided via email or registered mail. Should Streamline exercise its right to terminate the Agreement under this section, Streamline may, at its sole discretion, reinstate the Agreement on its original terms, provided that Client remits all outstanding payments within a mutually agreed-upon timeframe.
1.7 Reserved.
1.8 Accepted Use Policy. 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 (c) in contravention of Streamline’s Acceptable Use Policy as may be posted from time 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 ten (10) 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.
HIPAA DISCLAIMER: You may NOT use the Streamline Inspections software application and the cloud-based inspection platform for hosting “protected health information” as that term is used in the Health Insurance Portability and Accountability Act (“HIPAA”).
Streamline Inspections software is NOT HIPAA compliant and was not designed for storage of information which is protected under applicable HIPAA rules. Users are solely responsible for any applicable compliance with federal and state laws governing privacy and security of personal data including medical and other sensitive data. The Software is designed solely for fire inspection and billing purposes, and the Parties acknowledge that no Protected Health Information (PHI) is transmitted. Therefore, HIPAA compliance is not applicable to this Agreement. We specifically disclaim any representation or warrant that the Software, as offered, complies with the federal HIPAA guidelines. Use of the Software for storage of “protected health information” as defined by HIPAA is a material violation of this Agreement. We do not sign “Business Associate Agreements” and the user of the Software agrees that the Company is not a Business Associate or subcontractor or agent of yours pursuant to HIPAA.
1.9 No Lease. 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 thirty (30) days after written notice thereof, the non-breaching Party 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 bankruptcy 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 ASLF as set forth under Section 1.6; (f) failure to abide by the licensing restrictions set forth under Section 1.3 or Section 1.4; or (g) ceases to do business in the ordinary course; then the other Party may terminate this Agreement immediately by written notice.
2.2 Reserved.
2.3 Reserved.
2.4 Rights upon Termination without Cause. In the event this Agreement is terminated upon thirty (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 date of termination.
2.5 Backup of Content. Upon termination of this Agreement, Streamline shall provide Client with a complete backup of Client’s data within thirty (30) days, at no additional cost, in a readily accessible, industry-standard format compatible with Client’s systems. Streamline shall securely delete Client’s data within thirty (30) days of Client’s written request confirming receipt of 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 set 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 infringe(d) upon or misappropriate(d) any third party’s copyright, patents, trade secrets, trademark, trade name, or other proprietary or intellectual property right with respect to the Services; and
3.1.4 Own(s), or has the authority to use, all hardware, software and other materials necessary to provide the Services described herein.
Acknowledges that Client owns the data entered into the system during clients use of the software and data shall be provided back to the Client upon termination of this agreement upon written request of the Client.
3.1.5 Streamline acknowledges that Client retains sole ownership of all data entered into the Licensed Product by or on behalf of Client. Upon Client's written request, Streamline shall provide Client with a complete copy of such data in a standard, accessible format, at no additional cost, within thirty (30) days of the request. This data shall be provided to Client at the termination or expiration of this Agreement, in a format that is compatible with Client’s systems and suitable for continued use by 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; 3 Streamline License and Service Agreement Revised 12/14/2020
3.2.3 Shall not use the Services in violation of Section 1.9;
3.2.4 Acknowledges and agrees that Streamline has no control of availability of Services on a continuous or uninterrupted basis.
3.2.5 Acknowledges and agreesthat from time to time the Services may be inaccessible or inoperable for causes beyond Streamline’sreasonable control.
3.2.6 Acknowledges and agrees that Streamline does not guarantee the integrity of data stored or transmitted via Client’s system/hardware or via the Internet.
3.2.7 Acknowledges and agreesthat Streamline shall not be liable for the inadvertent disclosure of, or corruption or erasure of data transmitted or received or stored on Client’s system, unless caused by the negligence, gross negligence, or illegal misconduct of Streamline, its employees, or anyone or anything under Streamline’s reasonable control.
ARTICLE 4
SERVICE LEVEL GUARANTEES AND TERMS
4.1 Network Availability Guarantee Scope. Streamline guarantees that it shall maintain one hundred percent (100%) 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 via 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 Client’s account for every five (5) consecutive minutes of such Covered Outage with a sum equal to the prorated ASLF for one (1) day of Services for the affected server(s), subject to a maximum credit during any 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 Service Credit.
4.2 Scheduled Maintenance Scope. “Scheduled Maintenance” shall mean any maintenance at the Streamline data 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 e-mail. The standard window for service-affecting maintenance is between the hours of 12:01 a.m. 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 any 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 authorized 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 directly 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 ASLF, and an additional ten percent (10%) of the ASLF 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 AUP.
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 the AUP; or (c) Events of Force Majeure as set forth in Section 6.9.
4.6 Maximum Credits Available. The total credit available to Client in any particular calendar month shall in no event exceed the ASLF for such month.
4.7 Support. Streamline shall maintain a help desk, which shall be the primary point of contact for all queries and communications regarding service level incidents. The help desk shall be contactable by telephone at (888) 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 this Agreement, “Confidential Information” shall mean Streamline’s 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 property licenses, licensed material, business methods, products, new products, marketing strategies for new products, salesfigures, 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 or orally, obligations of confidence shall attach only to that information. However, Confidential Information shall not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party, (e) required to be disclosed by the Receiving Party pursuant to law, rule, regulation, subpoena, or court order, including but not limited to the California Public Records Act; (f) disclosed due to a rule, order, referral, or request, including without limitation any rule, order, referral, or request of Client’s City Council; or (g) disclosed as part of the Client’s customary contract approval process. 4 Streamline License and Service Agreement Revised 12/14/2020 Client data entered or stored in the Licensed Product, while owned by Client, shall be treated as Confidential Information by Streamline.
Streamline shall implement measures as outlined in Section 6.24.
5.2 Non-Disclosure. Client shall hold and maintain the Confidential Information in strictest confidence and in 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 of the Confidential Information pursuant to the foregoing sentence that such persons are prohibited from making any use, publishing or otherwise disclosing to others, or permitting others to use for their benefit, or to the detriment of Streamline, any of the Confidential Information.
Client shall take all necessary action to protect the confidentiality of the 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 of twelve (12) 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.
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 Parties regarding such subject matter including, but not limited to, oral agreements.
6.2 Binding Effect. This Agreement shall be binding on the Parties 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.
6.4 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 part hereof.
6.6 Waiver. A Party's 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, of that 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 unlessin writing and signed by all of the Parties.
Assignment. Except as otherwise specifically provided herein, all of the rights and obligations of the Parties set forth herein are personal to the Parties and none of the Parties may assign his/her/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 entity that acquires Streamline by merger or purchase of all or substantially all of Streamline’s assets.
6.8 Force Majeure. Neither party shall be in default of its obligations to the extent its performance is delayed or prevented by 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 party’s performance or imposes a substantial and commercially unreasonable burden on a party’s performance, or the unavailability of third-party telecommunications or services (after taking all commercially reasonable steps to provide substitutes therefore).
6.9 Indemnification. The Parties agree to defend, indemnify, save, and hold harmless one another from any and all third-party 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 (collectively, the "Liabilities") against the other Party, its affiliates, agents, directors, officers, and employees, that may arise or result from: (a) any breach by the indemnifying Party of the representations and warranties in this Agreement; (b) any injury to person or property arising out of products or services provided under this Agreement; and (c) with respect to Streamline only, any material or software supplied by Streamline infringing or allegedly infringing on the proprietary rights of a third party, including copyright infringement or the infringement of any other intellectual property right asserted by a third party under this Agreement. Neither Party will indemnify the other for damages or liabilities arising from that Party’s gross negligence or intentional misconduct.
The Indemnifying Party shall bear all costs associated with the defense of any indemnifiable claims or actions brought against the Indemnified Party, including reasonable attorney’s fees, expenses, and court costs. The Indemnifying Party shall have the right to control the defense and settlement of such claims, provided that any settlement shall not impose any financial or non-financial obligation on the Indemnified Party, nor admit fault or liability on the part of the Indemnified Party, without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld. In the event the Indemnified Party reasonably believes that a conflict of interest exists, the Indemnified Party shall have the right to engage separate counsel at its own expense.
5 Streamline License and Service Agreement Revised 12/14/2020
6.10 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 Party’s total liability for any action under this Agreement exceed the total amounts paid by Client during the Term. Notwithstanding the foregoing, the limitation on liability set forth herein shall not apply to any damages, losses, or liabilities arising out of or resulting from the gross negligence or willful misconduct of Streamline.
6.11 Insurance. Streamline shall comply with the insurance requirements set forth in Exhibit C.
6.12 No Warranty. 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 Servicesis 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 personal delivery, email, or registered or certified mail, return receipt requested, with first-class postage prepaid addressed as follows:
If to Streamline:
2271 Lava Ridge Court
Suite 110
Roseville, CA 95661
Attention: Justin Powell
Email: [email protected]
If to Client:
City of Redondo Beach
Fire Department
401 S Broadway
Redondo Beach, CA 90277
Attention: Brian Regan
Email: [email protected]
All notices, including notices of address changes, under this Agreement are deemed received as follows: (1) on the second business day after emailing, provided no “bounce-back” message is received; (2) on the third day after mailing if sent by registered or certified mail; or (3) upon personal delivery. Either Party may update its address by providing written notice to the other Party.
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 Party 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 acknowledges 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 Parties 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 isinvalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction; provided, however, that if either of the Parties hereto isthereby 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.
6.18 Venue. The Parties 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 conflicts 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 courts in County of Los Angeles, 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 Parties represent and warrant that Streamline enters into this Agreement, and will remain throughout the Term of the Agreement, as an independent contractor. The Parties represent and warrant that Streamline is not and will not become an employee, partner, agent, or principal of Client while this Agreement is in effect.
6.20 Use of Employees or Subcontractors. Streamline may, at its own expense, use employees or subcontractors as necessary to fulfill its obligations under this Agreement. Specifically, Streamline may use Fire Recovery USA, LLC (FRUSA), a related entity, for Additional Services covered by this Agreement. Streamline shall remain fully responsible for FRUSA’s actions and performance and shall add FRUSA to its insurance policies for liability coverage related to actions under this Agreement.
6.21 Counterparts and Facsimile Transmission. This Agreement may be executed in counterparts, each of which shall be an original, but which together shall constitute one and the 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 by 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.
6.22 Cooperative Purchases. This Agreement may be 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 may be negotiated between the Company and 6 Streamline License and Service Agreement Revised 12/14/2020 other agencies based on the specific revenue expectations, agency reimbursed costs, and other agency requirements. The City/County/or Fire Department/Protection District will in no way whatsoever incur any liability in relation to specifications, delivery, payment, or any other aspect of purchase by other agencies
6.23 Cybersecurity Standards and Responsibilities. Recognizing that the Licensed Property and Services do not store any confidential information or protected health information, Streamline agrees to implement and maintain commercially reasonable cybersecurity measures to safeguard against unauthorized access, cyberattacks, and other threats to system integrity. Streamline’s obligations under this section are as follows:
6.24.1 Streamline shall implement and maintain administrative, technical, and physical safeguards designed to protect the Licensed Property, software, and systems from unauthorized access, cyber threats, or data breaches.
6.24.2 In the event of a security incident that could reasonably be expected to impact Client’s access to or use of the Licensed Property, Streamline shall promptly notify Client in writing and work to restore normal system operations as soon as practicable.
6.24.3 Streamline shall maintain appropriate access controls and monitoring mechanisms to restrict access to systems authorized to provide the Licensed Property only to Streamline personnel or authorized third parties who have a legitimate need for such access.
6.24.4 Streamline shall conduct regular reviews of its cybersecurity practices and protocols to identify and address any reasonably foreseeable vulnerabilities, including performing software updates, patching, and applying other preventive measures as necessary.
6.24.5 Streamline shall maintain cybersecurity insurance in the amount specified in Exhibit C to cover liabilities arising from cyberattacks or data breaches, even though no confidential information is stored in the Licensed Property.
THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF THE DATE WRITTEN BELOW. “STREAMLINE” “CLIENT”
STREAMLINE AUTOMATION
SYSTEMS, LLC a California limited
liability company
By: Signature
CITY OF REDONDO BEACH,
a chartered municipal corporation
By: Signature
M. CRAIG NAGLER Print Name Print Name
Its: CEO/MANAGER Title Its: Title
Date Date
James A. Light
Mayor
ATTEST:
______________________________
Eleanor Manzano, City Clerk
APPROVED AS TO FORM:
______________________________
Michael W. Webb, City Attorney
Approved:
______________________________
Diane Strickfaden, Risk Manager
11/13/2024 | 7:14 PM EST
7 Streamline License and Service Agreement Revised 12/14/2020
EXHIBIT A
Hosting Solution shall consist of:
Company
Address
Phone
Quote
Name
2271 Lava
Ridge Ct Suite
120
Roseville, CA
95661 US
(916) 297-0205
2024 SLI
Renewal
Created
Date
Quote
Number
Description
10/16/2024
00002490
2024 SLI Software Renewal
Streamline Inspections Software
Support Maintenance and Updates.
Account
Name
Prepared
By Email
Redondo Beach Fire
Department (CA) Justin
Powell
[email protected]
Contact
Name
Phone
Email
Brian Regan
(310) 388-0663 Ext 4338
[email protected]
Bill To
Name
Bill To
Redondo Beach Fire
Department (CA) 401 S
Broadway
Redondo Beach, CA 90277
Ship To
Name
Redondo Beach Fire Department (CA)
From November 22, 2024 to November 21, 2025
Product Quantity Sales Price Discount (Percentage) Total Price Streamline Cloud Fee 1.00 $2,495.00 $2,495.00
Streamline Admin Portal License 2.00 $799.00 $1,598.00
iPad Support Renewal 15.00 $500.00 $7,500.00
iPad Support Renewal 5.00 $500.00 50.00% $1,250.00
2022 Cal Fire Code 20.00 $167.00 $3,340.00
Totals
Terms: Net 60 Subtotal $17,433.00
Discount 7.17%
Grand Total $16,183.00
Quote Acceptance Info
Signature:
Name:
Title:
Date:
Thank you for your
consideration.
Last
Modified By
Justin Powell
8 Streamline License and Service Agreement Revised 12/14/2020
EXHIBIT B
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 1st day of the month of the annual effective date of this agreement. 9 Streamline License and Service Agreement Revised 12/14/2020
EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting Streamline’s indemnification obligations under this Agreement, Streamline shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Streamline, its agents, representatives, or employees.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
Workers’ Compensation insurance as required by the State of California.
Cyber Liability Insurance.
Minimum Limits of Insurance
Streamline shall maintain limits no less than:
General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. The general aggregate limit shall apply separately to this project.
Cyber Liability Insurance: $1,000,000 per occurrence for data breaches, cyberattacks, and other cybersecurity risks Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers or (2) the Streamline shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Endorsement:
General Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of work performed by or on behalf of the Streamline. General liability coverage can be provided in the form of an endorsement to the Streamline’s insurance, or as a separate owner’s policy.
Automobile Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Streamline.
For any claims related to this project, the Streamline’s insurance coverage shall be primary insurance as respects the City, its officers, elected and appointed officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Streamline’s insurance and shall not contribute with it.
Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.
Each insurance policy shall be endorsed to state that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as though separate policies had been issued to each insured.
Each insurance policy shall be in effect prior to awarding the contract and each insurance policy or a successor policy shall be in effect for the duration of the project. The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract on the Streamline’s part.
Acceptability of Insurers
Insurance shall be placed with insurers with a current A.M. Best’s rating of no less than A:VII and which are authorized to transact insurance business in the State of California by the Department of Insurance.
Verification of Coverage
Streamline shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on the City authorized forms provided with the contract specifications. Standard ISO forms which shall be subject to City approval and amended to conform to the City’s requirements may be acceptable in lieu of City authorized forms. All certificates and endorsements shall be received and approved by the City before the contract is awarded. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time. 10 Streamline License and Service Agreement Revised 12/14/2020 Subcontractors
Streamline shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
Risk Management
Streamline acknowledges that insurance underwriting standards and practices are subject to change, and the City reserves the right to make changes to these provisions in the reasonable discretion of its Risk Manager.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A : NAIC #
NAME: CONTACT
(A/C, No): FAX
E-MAIL ADDRESS:
PRODUCER
(A/C, No, Ext): PHONE
INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
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).
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.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR WVDADDL
INSD
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. $
$
$
$ PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person) COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEEE.L. EACH ACCIDENT EROTH- STATUTE PER
(MM/DD/YYYY) LIMITS POLICY EXP(MM/DD/YYYY) POLICY EFFLTR TYPE OF INSURANCE POLICY NUMBER INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $
$
OCCUR
CLAIMS-MADE DED RETENTION $
PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $
EACH OCCURRENCE $ DAMAGE TO RENTED
PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
10/24/2024
Marsh & McLennan Agency LLC
Marsh & McLennan Ins. Agency LLC
PO Box 85638
San Diego CA 92186
Kearstyn Freerking 858-7684075 [email protected] License#: 0H18131 United Specialty Insurance Company 12537 FIRERECOVE At-Bay Specialty Insurance Company 19607 Streamline Automation Systems, LLC
2271 Lava Ridge Ct.
Suite 120
Roseville CA 95661-3065
Sentinel Insurance Company Ltd 11000 Hartford Underwriters Insurance Company 30104 635249633 D X 1,000,000 X 1,000,000 10,000 1,000,000 2,000,000 X
Y Y 72SBABA9B2C 5/1/2024 5/1/2025
2,000,000
D 1,000,000 X XY Y 72SBABA9B2C 5/1/2024 5/1/2025
D X
72SBABA9B2C 5/1/2024 5/1/2025
1,000,000 1,000,000 X
10,000
C Y 72WECPO7250 5/1/2024 5/1/2025
X
1,000,000 1,000,000 1,000,000
A
B
Professional Liability
Cyber Liability
GCT181028302
AB662790002
3/1/2024
3/1/2024
3/1/2025
3/1/2025
Aggregate
Aggregate
$2,000,000
$1,000,000
Redondo Beach Fire Department is included as an additional insured as respects to General Liability and Auto Liability per attached endorsements. Waiver of Subrogation applies to General Liability, Auto Liability and Workers Compensation per attached endorsements. Primary and Non-Contributory Wording applies per attached endorsement.
Redondo Beach Fire Department
401 S Broadway
Redondo Beach CA 90277
Streamline Automation Systems, LLC 72SBABA9B2C 05/01/2024 05/01/2025
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Form SL 30 32 06 21 Page 1 of 3
© 2021, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)
BLANKET ADDITIONAL INSURED BY CONTRACT
This endorsement modifies insurance provided under the following:
BUSINESS LIABILITY COVERAGE FORM
Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply.
A. The following is added to Section C. WHO IS AN INSURED:
Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit.
A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit.
However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part.
The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured.
The insurance afforded to such additional insured only applies to the extent permitted by law.
The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS.
a. Vendors
Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions:
This insurance does not apply to:
(a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you;
(c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;
(e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products;
(f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Form SL 30 32 06 21 Page 2 of 3
© 2021, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to:
(i) The exceptions contained in Paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products.
(2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment
(1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises
(1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to:
(a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or
(b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization.
d. Architects, Engineers Or Surveyors
(1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf:
(a) In connection with your premises;
(b) In the performance of your ongoing operations performed by you or on your behalf; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if:
(i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and
(ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard".
(2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies:
This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including:
(i) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii) Supervisory, surveying, inspection, architectural or engineering activities.
This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the “bodily injury”, “property THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Form SL 30 32 06 21 Page 3 of 3
© 2021, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) damage”, or “personal and advertising injury” arises out of the rendering of or the failure to render any professional service.
e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1) Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit.
(2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to:
(a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (b) "Bodily injury" or "property damage" included within the "products-completed operations hazard". f. Any Other Party
(1) Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf:
(a) In the performance of your ongoing operations performed by you or on your behalf; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if:
(i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and
(ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard".
(2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies:
This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including:
(a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, surveying, inspection, architectural or engineering activities.
This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the “bodily injury”, “property damage”, or “personal and advertising injury” arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a) or f.(2)(b) above.
INSURED:
POLICY #: POLICY PERIOD: TO:
Streamline Automation Systems, LLC 72WECPO7250 05/01/2024 05/01/2025