Automashion - FY2017-002AUTOMASHION CIPS"
Subscription License Agreement
THIS SU SCP.IP d N LICENSE AGREEMENT (Agreement) is made and entered into this 14th day of December,
2016, by and between Automashion or its Authorized Representative (Automashion"), and City of Rancho
Palos Verdes ("Customer"), a public entity acting by and through its duly appointed representative.
1. P n olointskrvices,
(a) Customer hereby engages AUTOMASHION, through its authorized reseller agent, and AUTOMASHION hereby
agrees (subject to the terms and conditions set forth herein), to provide the services (Services) more fully
described in this Agreement and in Exhibit A (Order Form), Customer hereby acknowledges and agrees that
AUTOMASHION's provision and performance of the Services k dependent and conditioned upon Customer's full
performance of its duties, obligations and responsibilities hereunder.
2. u connection with the performance of this Agreement, AUTOMASFHON
shall be responsible fur implementation services, support and maintenance services as specified for the
application(s) provided through this agreement.
3. C t„s, In connection with the performance of this Agreement and the provision of the
Services, Customer shall be responsible to (a) ensuring that Customers use of the Services, (b) performance of
Customer's other obligations hereunder comply with the terms herein and with all laws applicable to Customer,
and (c) be responsible, for the accuracy and completeness of records and data provided in connection with this
Agreement„
4. rction and Seco,..a.
(a) Customer is providing Automashion with and aintains ownership rights to conception, data, metadata, data.
structure, table and file names and structural relationships of the data provided by Customer as part of this
software licensing agreement,
(b) Automashion reserves the right to use concepts,data, metadata, data structure, table and file names and
structural relationships as specified in section 4a for other customers without reservation or notification,
(c) Customer acknowledges and agrees that nothing in this .Agreement or any other agreement grants Customer
any licenses or other rights with respect to AUTOMASHION's software system (source code or object code) other
than the right to receive Services as expressly provided herein. AUTOMASHION shall retain all ownership in the
intellectual property and all other proprietary rights and niterests associated with .AUTOMASHION's software
system and Services and all components thereof and associated documentation, except as expressly provided.
herein.
5, ,sentark
(a) No Other Warranty SERVICES ARE PROVIDED ON AN AS IS" BASIS, AND CUSTOMER'S USE OF THE SERVICES
IS AT ITS OWN RISK. AUTOMASHION DOES NOT MAKE, AND HEREBY DISCLAIfi4S, ANY AND ALL OT ER EXPRESS
AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF .ERCHANTABIEEFY,
FITNESS FOR A PARTICULAR PURPOSE, NONINFR1NGEMENT AND TITLE „ AND ANY WARRANTIES ARISING
FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
(b) Discloimer of Actions Caused by and/or Under the Control of Third Partie.s% ACTIONS OR INACTIONS OF SUCH
THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER'S CONNECTIONS TO THE INTERNET (OR PORTIONS
THEREOF), ALTHOUGH AUTOMASHION WILL USE COMMERCIALLY REASONABLE EFFORTS To TAKE ALL
ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, AUTOMASHION CANNOT
GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR, ACCORDINGLY, AUTOMASHION DISCLAIMS ANY AND ALL
LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS,
AUTOMASHION
Proprietary and Confidential Pae 1 of 5
6. Publicity. Following execution of this Agreement, the parties hereto may issue a press release, the form and
substance of which shall be mutually agreeable to the parties, announcing the relationship created by this
Agreement
7, No n5 ,4 4, • t Through exercise of each party's rights under this Agreement, each party
may be exposed to the other party's information and data. In recognition of the other party's need to protect its
legitimate business interests, each party hereby covenants and agrees that it shall regard and treat each item of
information or data constituting a trade secret or Confidential Information of the other party as strictly
confidential.
8. U
litansh.
(a) OTHER THAN THOSE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, AUTOMASHION
DOES NOT MAKE ANY WARRANTIES TO CUSTOMER OR ANY OTHER PERSON OR ENTITY, EITHER EXPRESS
OR IMPLIED INCLUDING FO CONSEQUENTIAL OR INDIRECT DAMAGES, LOSS IF USE IR BUSINESS
STOPPAGE.
(d) Under no circumstances shall AUTOMASHIONS, or its authorized representative's total liability to Customer
or any other person, regardless of the nature of the claim or form of action exceed the aggregate amount of
licensing. fees received by A UTOMASHIO N, or its authorized representative hereunder for the prior twelve (12)
month peri o d,
9, Lem
(a) This Agreement shall commence as of the date hereof and remain in effect for twelve. (12) months unless
terminated by either party as set forth herein ("initial Term").
(h) This Agreement may be automatically renewed for additional terms ("Renewal Term") equal in duration to
the lnitiai Term provided Customer notifies AUTOMASHION, or its authorized representative at least thirty (30)
days, and/or submits payment for the renewal term prior to the end of the initial Term or a Renewal Term.
(c) AU IOMASHION reserves the right to terminate this Agreement immediately if the Services provided
hereunder become illegal or contrary to any applicable law, rule, regulation or public policy. Each party shall have
the right to terminate this Agreement upon ,sixty (60) days prior written notice to the other party.
10,
(a) Initial Term See nibibit A (Order Form).
(h) Renewal Term(s), For each Renewal Term, AUTOMASHION and its authorized representatives will continue to
provide Customer with the services maintenance and support as described herein. If there is an increase in annual
charges, AUTOMASH ION or its authorized representative shall give Customer written notice of such increase at
least thirty (30) days prior to the expiration of the applicable term,
11. AUTOMASHION or its authorized representative shall not be liable for any damages, costs,
expenses or other consequences incurred by Customer or by any other person or entity as a result of delay in or
inability to deliver any Services due to circumstances or events beyond AUTOMASHI ON's reasonable control.
AUTOMASHION Proprietary and Confidential Page 2 af 5
IN WITNESS W :EREOF, the parties have caused this Agreement to be executed by their respective duly
authorized officers as of the date set forth above.
CUSTOMER
Signature:
Print Name:
Title:.
Date:
AUTOMASHION/AUTHORIZED REPRESENTATIVE
AliTOMASH1014
TtIet
04Z) gt.i.$yll-'1C-5 /feta
Date:
Proprietary and Confidential Page 3 of 5
Exhibit A - Order Form
Name: Dan Landon
Company: City of Rancho Palos Verde
Address: 30940 Hawthorne Blvd
Rancho Palos Verdes, CA 90275
Email: 7
Telephone: 310-544-5311
10/27/2016
Authorized Re
Nal e:
Company:
Address:
Telephone:
esentative:
Ken Watts
Business Technology Atha
PO "ox 11323
Prescott, AZ 86301
(909)205-6881
I 0,
11/1/2016 - 10/1112017
Order Summaryi
LO Capital improvement Project System (CI pa
1.1 Annual Subscription Lice se, Training videos and Support' $2,500.00
Implementation (Up to 100 field changes in addition to
1.2 standard configuration, 20 workflows, 1 custom report)
1.3 100 additional fieldcliaiiLestfegularly $2,000)
..........„„__ 4-
1,4 Conversion of data from CAPS version 1
L5 Source code escrow annual subscription
.,„
2.0Additional Confi tonUrs @ $60/hrlreg. $100)
•
12/31/2016
ce
I ,
Auto renewal with payment
it I
km/dation
$4001Ailil
Sub Tota
Order Total:
'Pay ent d • e to Authorized Representative/Automashion u on agreement execution:
secure annual hosting services with up to 100 user accounts and Support and Updates
below. Annual renewal cost does not .autornatically increase: AUTO.MASHION or its authorized
representative will notify customer 60 days in advance of any potential increase in cost.
Billed monthly as used:
Support and Updates; During the term of any subscriptioniiptioi hcense, AUTOMASHION will provide the
following:
Customer Support - Support shall be provided to the Custorner oth n - line and by telephone
Monday - Friday, 8:01 AM -- 5:00 PM PT (excludingfederal holidays)
Product Updates to Licensed Software - Customer shall receive ail product upgrades to
purchased package. Product upgrades are automatic and available upon the ext login following
a product upgrade rollout,
Data query functionality provide functionality so that Customer can download all or partial
database at any time.
Source code escrow - Provided at extra cost and available for renewal as outlined in the order
summary with the following terms:
Such an escrow agreement will provide, at a minimum, that:
• Licensor shall deposit into escrow the Software source code, together with any
$2,000.00
JLLJ
11,47C
2,000,00
$4 900.0
Includes
as described
AUTOMASHION Proprietary and Confidential
Page 4 of 5
subsequent updates to the source code as and when they become available; and
Licensee may access the Software source code upon the occurrence of an Inscilvericy
Event, in which case the Licensee may continue to use the Software for the remainder of
the Term plus one (1) Renewal Term at no cost, at which point the Licensee must
discontinue use of the Source code.
Under no circumstances will the Licensee own or have rights to the source code,
database structure or system concepts licensed as a part of this agreement.
Subject to agreement to third party source code terms that include a fee if source code is
retrieved by beneficiary.
Service Uptime: AUTOMASHION guarantees a minimum 99% system uptime ,calculated monthly
(minus any downtime for regular maintenance). Service credit for AUTOMASHION failure to meet
system uptime standards is 10% acme month's cost for 95% to 99% uptime, 25% of one month's cost
for 90% to 95% uptime, and 50% of one month's cost for uptirne under 90%.
m1";,:i5:1-0MASH161- Proprietary and ConfldentiaConfidential e 5 of 5