Fifth Asset Inc dba DebtBook - FY2024-004August 2023 Form
ORDER FORM
Fifth Asset, Inc., d/b/a DebtBook (“DebtBook”) is pleased to provide the customer executing below (“Customer”) with
the Services subject to the terms established in this Order Form, including DebtBook’s pricing document attached as
Exhibit A and incorporated herein by this reference (the “DebtBook Quote”).
The Services are subject to DebtBook’s General Terms & Conditions, which have been provided to Customer (the
“Terms & Conditions”), the Incorporated Documents referenced in the Terms & Conditions, and any additional terms
set forth in Exhibit B to this Order Form (the “Customer Terms”), which, together with this Order Form and any other
Order Form in effect from time to time, constitute the complete “Agreement” between the parties. The Agreement
supersedes any prior discussion or representations regarding Customer’s purchase and use of the Products and
Services described in this Order Form.
Each capitalized term used but not defined in this Order Form has the meaning given in the Terms & Conditions.
Effective Date; Initial Term. The Effective Date of this Order Form will be the date indicated beneath the Customer’s
signature below unless a specific Effective Date is set forth in the Customer Terms. This Order Form will remain in
effect for the Initial Term indicated in the DebtBook Quote.
Services. The DebtBook Quote sets forth the Services to be provided to Customer under this Order Form, including
the specific Products to be provided to Customer through its access to the Application Services.
Fees. DebtBook will charge Customer a recurring Subscription Fee as set forth in the DebtBook Quote for Customer’s
access to the Onboarding Services, the Application Services, and the Support Services. To the extent applicable,
DebtBook will also charge Customer an Implementation Fee as set forth in the DebtBook Quote for the Premium
Implementation Services.
Billing. Unless otherwise provided in the Customer Terms, (1) all Fees will be due and payable annually and subject to
the payment terms set forth in the Terms & Conditions, and (2) each invoice will be emailed to Customer’s billing
contact indicated in the DebtBook Quote.
Notices. Any Notice delivered under the Agreement will be delivered, if to the Customer, to the address indicated in
the DebtBook Quote and, if to DebtBook, the address below DebtBook’s signature below.
Authority; Execution. Each of the undersigned represents that they are authorized to (1) execute and deliver this
Order Form on behalf of their respective party and (2) bind their respective party to the terms of the Agreement. This
Order Form and any other documents executed and delivered in connection with the Agreement may be executed in
counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same
agreement. If permitted by applicable law, electronic signatures may be used for the purpose of executing this Order
Form by email or other electronic means. Any document delivered electronically and accepted is deemed to be “in
writing” to the same extent and with the same effect as if the document had been signed manually.
FIFTH ASSET, INC., D/B/A DEBTBOOK
By:
Name:
Title:
By:
Name:
Title:
Notice Address
PO Box 667950
Charlotte, NC 28266
Attention: Chief Operating Officer
legal@debtbook.com
Date:
RANCHO PALOS VERDES, CA
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City Manager
8/22/2023
August 2023 Form
Exhibit A
DebtBook Quote
[See attached.]
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Rancho Palos Verdes, CA
Rancho Palos Verdes, CA
Rancho Palos Verdes, CA 90275
Brittany Ruiz
bruiz@rpvca.gov
+13105445278
Jane Lin
janel@rpvca.gov
310-544-5211
Vina Ramos
vramos@rpvca.gov
310-544-5210
Quote created: August 21, 2023
Quote expires: November 19, 2023
Quote created by: Wade Maxey
Senior Account Executive
wade.maxey@debtbook.com
Comments from Wade Maxey
The Initial Term of this Order Form is one year. The Application Services purchased under this Order
Form include the Products listed below. The Services include the Application Services, the
Onboarding Services, the Support Services, and the Implementation Services option indicated below.
All invoices will be emailed to the Customer ’s billing contact at the following address:
bruiz@rpvca.gov.
Products & Services
Item & Description SKU Quantity Unit Price Total
2023 Tier 2 - Lease & Subscription 23LSST2-
2
1 $10,000.00
/ year
$10,000.00 / year
DebtBook's lease management and SBITA
management software-as-a-service
application provided, if applicable, to
Customer through access to the Application
Services.
for 1 year
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Item & Description SKU Quantity Unit Price Total
2023 Tier 2 - Lease & Subscription
Premium Implementation
23LSPI2-
2
1 $2,500.00 $0.00
Total $10,000.00
Questions? Contact me
Wade Maxey
Senior Account Executive
wade.maxey@debtbook.com
The additional implementation services
provided to Customer on an annual basis,
including tailored implementation support,
review of Application Obligations, and entry
of relevant Customer Data.
after $2,500.00
discount
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Exhibit B
Customer Terms
The additional terms set forth below constitute “Customer Terms” for all purposes of the Agreement and apply to the
Products and Services purchased under this Order Form.
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DEBTBOOK’S GENERAL TERMS & CONDITIONS
Please carefully read these General Terms and Conditions (these “Terms & Conditions”) which govern Customer’s
access and use of the Services described in the Order Form.
By executing the Order Form and using any of the Services, Customer agrees to be bound by these Terms.
1. Definitions.
“Aggregated Statistics” means data and information related to Customer’s use of the Services that is used
by DebtBook in an aggregate and anonymized manner, including statistical and performance information related to
the Services.
“Agreement” means, collectively and to the extent applicable, the Order Form, any Customer Terms, these
Terms & Conditions, and the Incorporated Documents, in each case as may be amended from time to time in
accordance with their terms.
“Application Obligations” means, collectively, each contractual or financial obligation or agreement
managed by Customer using the Products made available to Customer through the Application Services.
“Application Services” means the Products and other application-based services that DebtBook offers to
Customer through access to the DebtBook application. The specific Products offered to Customer as part of the
Application Services are limited to those Products expressly described in any Order Form then in effect.
“Appropriate Security Measures” means, collectively, commercially reasonable technical and physical
controls and safeguards intended to protect Customer Data against destruction, loss, unauthorized disclosure, or
unauthorized access by employees or contractors employed by DebtBook.
“Authorized User” means any of Customer’s employees, consultants, contractors, or agents who are
authorized by Customer to access and use any of the Services.
“Customer” means the person or entity purchasing the Services as identified in the Order Form.
“Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form
or medium, that is transmitted by or on behalf of Customer or an Authorized User through the Services.
“Customer Terms” means the terms set forth in or otherwise identified and incorporated into the Order
Form. For the avoidance of doubt, “Customer Terms” does not include any purchase order or similar document
generated by Customer unless such document is expressly identified and incorporated into the Order Form.
“DebtBook” means Fifth Asset, Inc., d/b/a DebtBook, a Delaware corporation, and its permitted successor
and assigns.
“DebtBook IP” means (1) the Products, Services, Documentation, and Feedback, including all ideas, concepts,
discoveries, strategies, analyses, research, developments, improvements, data, materials, products, documents, works
of authorship, processes, procedures, designs, techniques, inventions, and other intellectual property, whether or not
patentable or copyrightable, and all embodiments and derivative works of each of the foregoing in any form and media,
that are developed, generated or produced by DebtBook arising from or related to the Product, Services,
Documentation, or Feedback; and (2) any intellectual property provided to Customer or any Authorized User in
connection with the foregoing other than Customer Data.
“DebtBook Quote” means any pricing document identified and incorporated into each Order Form that may
establish the Products, Services, Term, payment terms, and other relevant details applicable to each Customer
purchase of Products and Services under such Order Form.
“Documentation” means DebtBook’s end user documentation and content, regardless of media, relating to
the Products or Services made available from time to time on DebtBook’s website at https://support.debtbook.com.
“Feedback” means any comments, questions, suggestions, or similar feedback transmitted in any manner to
DebtBook, including suggestions relating to features, functionality, or changes to the DebtBook IP.
“Guided Implementation Services” means DebtBook’s standard Implementation Services option, including
basic implementation support, guidance, and training.
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“Governing State” means, if Customer is a Government Entity, the state in which Customer is located. If
Customer is not a Government Entity, “Governing State” means the State of North Carolina.
“Government Entity” means any unit of state or local government, including states, counties, cities, towns,
villages, school districts, special purpose districts, and any other political or governmental subdivisions and municipal
corporations, and any agency, authority, board, or instrumentality of any of the foregoing.
“Implementation Services” means DebtBook’s Guided Implementation Services or its Premium
Implementation Services, in each case as requested by Customer and as provided to Customer on an annual basis.
“Incorporated Documents” means, collectively, the Privacy Policy, the SLA, and the Usage Policy, as each
may be updated from time to time in accordance with their terms. The Incorporated Documents, as amended, are
incorporated into these Terms & Conditions by this reference. Current versions of the Incorporated Documents are
available at https://www.debtbook.com/legal.
“Initial Term” means the Initial Term established in the Order Form.
“Onboarding Services” means onboarding services, support, and training as required to make the
Application Services available to Customer during the Initial Term.
“Order Form” means each order document (including, if applicable, any DebtBook Quote incorporated
therein by reference) duly authorized by Customer and DebtBook for the purchase of any Products or Services in
effect from time to time, as each such Order Form may be amended, modified, or replaced in accordance with its terms
and these Terms & Conditions.
“Premium Implementation Services” means DebtBook’s premium Implementation Services option,
including implementation support, guidance, and training, review of Application Obligations, and entry of relevant
Customer Data.
“Pricing Tier” means, if applicable, Customer’s pricing tier for each Product as of the date of determination.
“Privacy Policy” means, collectively, DebtBook’s privacy policy and any similar data policies generally
applicable to all users of the Application Services, in each case as posted to DebtBook’s website and as updated from
time to time in accordance with their terms.
“Products” means, collectively, any products DebtBook may offer to Customer from time to time through
the Application Services, in each case as established in any Order Form then in effect.
“Renewal Term” means any renewal term established in accordance with the terms of the Agreement.
“Services” means, collectively, the Application Services, the Onboarding Services, the Implementation
Services, and the Support Services. For the avoidance of doubt, “Services” includes the underlying Products made
available to Customer through access to the Application Services.
“SLA” means the Service Level Addendum generally applicable to all users of the Application Services, as
posted to DebtBook’s website and as updated from time to time in accordance with its terms.
“Support Services” means the general maintenance services and technical support provided in connection
with the Application, as more particularly described in the SLA.
“Term” means, collectively, the Initial Term and, if applicable, each successive Renewal Term.
“Usage Policy” means, collectively, DebtBook’s acceptable usage policy, any end user licensing agreement,
or any similar policy generally applicable to all end users accessing the Application Services, in each case as posted
to DebtBook’s website and as updated from time to time in accordance with its terms.
Each capitalized term used but not otherwise defined in these Terms & Conditions has the meaning given to
such term in the applicable Order Form.
2. Access and Use.
(a) Provision of Access. Subject to the terms and conditions of the Agreement, DebtBook grants
Customer and Customer’s Authorized Users a non-exclusive, non-transferable (except as permitted by these Terms)
right to access and use the Application Services during the Term, solely for Customer’s internal use and for the
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Authorized Users’ use in accordance with the Agreement. DebtBook will provide to Customer the necessary passwords
and network links or connections to allow Customer to access the Application Services.
(b) Documentation License. Subject to the terms and conditions of the Agreement, DebtBook grants to
Customer and Customer’s Authorized Users a non-exclusive, non-sublicensable, non-transferable (except as
permitted by these Terms) license to use the Documentation during the Term solely for Customer’s and its Authorized
User’s internal business purposes in connection with its use of the Services.
(c) Customer Responsibilities. Customer is responsible and liable for its Authorized Users’ access and
use of the Services and Documentation, regardless of whether such use is permitted by the Agreement. Customer
must use reasonable efforts to make all Authorized Users aware of the provisions applicable to their use of the
Services, including the Incorporated Documents.
(d) Use Restrictions. Customer may not at any time, directly or indirectly through any Authorized User,
access or use the Services in violation of the Usage Policies, including any attempt to (1) copy, modify, or create
derivative works of the Services or Documentation, in whole or in part; (2) sell, license, or otherwise transfer or make
available the Services or Documentation except as expressly permitted by the Agreement; or (3) reverse engineer,
disassemble, decompile, decode, or otherwise attempt to derive or gain access to any software component of the
Services, in whole or in part. Customer will not knowingly transmit any personally identifiable information to DebtBook
or any other third-party through the Services.
(e) Suspension. Notwithstanding anything to the contrary in the Agreement, DebtBook may
temporarily suspend Customer’s and any Authorized User’s access to any or all of the Services if: (1) Customer is more
than 45 days late in making any payment due under, and in accordance with, the terms of the Agreement, (2)
DebtBook reasonably determines that (A) there is a threat or attack on any of the DebtBook IP; (B) Customer’s or any
Authorized User’s use of the DebtBook IP disrupts or poses a security risk to the DebtBook IP or to any other customer
or vendor of DebtBook; (C) Customer, or any Authorized User, is using the DebtBook IP for fraudulent or other illegal
activities; or (D) DebtBook’s provision of the Services to Customer or any Authorized User is prohibited by applicable
law; or (3) any vendor of DebtBook has suspended or terminated DebtBook’s access to or use of any third-party
services or products required to enable Customer to access the Services (any such suspension, a “Service
Suspension”). DebtBook will use commercially reasonable efforts to (i) provide written notice of any Service
Suspension to Customer, (ii) provide updates regarding resumption of access to the Services, and (iii) resume
providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension
is cured. DebtBook is not liable for any damage, losses, or any other consequences that Customer or any Authorized
User may incur as a result of a Service Suspension.
(f) Aggregated Statistics. Notwithstanding anything to the contrary in the Agreement, DebtBook may
monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between DebtBook and
Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to
and are retained solely by DebtBook. DebtBook may compile Aggregated Statistics based on Customer Data input
into the Services. DebtBook may (1) make Aggregated Statistics publicly available in compliance with applicable law,
and (2) use Aggregated Statistics as permitted under applicable law so long as, in each case, DebtBook’s use of any
Aggregated Statistics does not identify Customer or disclose Customer’s Confidential Information.
3. Services and Support.
(a) Services Generally. Subject to the terms of the Agreement, DebtBook will grant Customer access to
the Application Services during the Initial Term and, if applicable, each subsequent Renewal Term. As part of the
onboarding process, DebtBook will provide Customer with the Onboarding Services and the level of Implementation
Services indicated in the Order Form. DebtBook will provide Customer with the Support Services throughout the Term.
(b) Implementation Services. Unless the Customer requests Premium Implementation Services in
accordance with this subsection, DebtBook will provide Customer with Guided Implementation Services at no
additional charge. At Customer’s request, DebtBook will provide Customer with Premium Implementation Services for
a 12-month period, with each such period beginning, if applicable, on the Effective Date and on each anniversary of
the Effective Date thereafter (each, a “Premium Implementation Period”). Customer may request Premium
Implementation Services at any time during the Term. If Premium Implementation Services are requested for any
Implementation Period, then the Implementation Fee will be based on the Pricing Tier at the beginning of the Premium
Implementation Period. The Implementation Fee will be due and payable at the later of (1) the beginning of the
applicable Premium Implementation Period or (2) the date on which Customer requests Premium Implementation
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Services for such Premium Implementation Period, and will entitle Customer, in each case, to Premium
Implementation Services through the end of the Premium Implementation Period then in effect.
(c) Service Levels and Support. Subject to the terms and conditions of the Agreement, DebtBook will
make the Application Services and Support Services available in accordance with the SLA.
4. Fees and Payment.
(a) Fees. Customer will pay DebtBook the fees set forth in each Order Form (the “Fees”). DebtBook will
invoice Customer for all Fees in accordance with the invoicing schedule and requirements set forth in each Order
Form. Customer must pay all Fees in US dollars. If Customer is a Government Entity, then Customer’s obligation to
pay any Fees under the Agreement is subject in all respects to the requirements and limitations of the Governing
State’s Prompt Payment Act, as amended. Except as expressly provided in the Agreement, DebtBook does not provide
refunds of any paid Fees. Unless otherwise provided in the Customer Terms, and to the extent permitted by applicable
law, if Customer fails to make any payment when due, DebtBook may, without limiting any of its other rights, charge
interest on the past due amount at the lowest of (1) the rate of 1.5% per month, (2) the rate established in any Customer
Term, or (3) the maximum rate permitted under applicable law.
(b) Taxes. All Fees and other amounts payable by Customer under the Agreement are exclusive of taxes
and similar assessments. Unless Customer is exempt from making any such payment under applicable law or
regulation, Customer is responsible for all applicable sales, use, and excise taxes, and any other similar taxes, duties,
and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts
payable by Customer under the Agreement, other than any taxes imposed on DebtBook’s income.
5. Confidential Information.
(a) From time to time during the Term, either party (the “Disclosing Party”) may disclose or make
available to the other party (the “Receiving Party”) information about the Disclosing Party’s business affairs,
products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or
proprietary information, whether in written, electronic, or other form or media, that is marked, designated, or
otherwise identified as “confidential”, or which a reasonable person would understand to be confidential or proprietary
under the circumstances (collectively, “Confidential Information”). For the avoidance of doubt, DebtBook’s
Confidential information includes the DebtBook IP and the Application Services source code and specifications. As
used in the Agreement, “Confidential Information” expressly excludes any information that, at the time of disclosure
is (1) in the public domain; (2) known to the receiving party at the time of disclosure; (3) rightfully obtained by the
Receiving Party on a non-confidential basis from a third party; or (4) independently developed by the Receiving Party.
(b) To the extent permitted by applicable law, the Receiving Party will hold the Disclosing Party’s
Confidential Information in strict confidence and may not disclose the Disclosing Party’s Confidential Information to
any person or entity, except to the Receiving Party’s employees, officers, directors, agents, subcontractors, financial
advisors, and attorneys who have a need to know the Confidential Information for the Receiving Party to exercise its
rights or perform its obligations under the Agreement or otherwise in connection with the Services. Notwithstanding
the foregoing, each party may disclose Confidential Information to the limited extent required (1) in order to comply
with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law,
provided that the party making the disclosure pursuant to the order must first give written notice to the other party;
or (2) to establish a party’s rights under the Agreement, including to make required court filings.
(c) On the expiration or termination of the Agreement, the Receiving Party must promptly return to the
Disclosing Party all copies of the Disclosing Party’s Confidential Information, or destroy all such copies and, on the
Disclosing Party’s request, certify in writing to the Disclosing Party that such Confidential Information has been
destroyed.
(d) Each party’s obligations under this Section are effective as of the Effective Date and will expire three
years from the termination of the Agreement; provided, however, with respect to any Confidential Information that
constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the
termination or expiration of the Agreement for as long as such Confidential Information remains subject to trade
secret protection under applicable law.
(e) Notwithstanding anything in this Section to the contrary, if Customer is a Government Entity, then
DebtBook expressly agrees and understands that Customer’s obligations under this Section are subject in all respects
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to, and only enforceable to the extent permitted by, the public records laws, policies, and regulations of the Governing
State.
6. Intellectual Property.
(a) DebtBook IP. As between Customer and DebtBook, DebtBook owns all right, title, and interest,
including all intellectual property rights, in and to the DebtBook IP.
(b) Customer Data. As between Customer and DebtBook, Customer owns all right, title, and interest,
including all intellectual property rights, in and to the Customer Data. Customer hereby grants to DebtBook a non-
exclusive, royalty-free, worldwide license to reproduce, distribute, sublicense, modify, prepare derivative works based
on, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may
be necessary or appropriate for DebtBook to provide the Services to Customer.
(c) Effect of Termination. Without limiting either party’s obligations under Section 5 of the Agreement,
DebtBook, at no further charge to Customer, will (1) provide Customer with temporary access to the Application
Services for up to 60 days after the termination of the Agreement to permit Customer to retrieve its Customer Data
in a commercially transferrable format and (2) use commercially reasonable efforts to assist Customer, at Customer’s
request, with such retrieval. After such period, DebtBook may destroy any Customer Data in accordance with
DebtBook’s data retention policies.
7. Limited Warranties.
(a) Functionality & Service Levels. During the Term, the Application Services will operate in a manner
consistent with general industry standards reasonably applicable to the provision of the Application Services and will
conform in all material respects to the Documentation and service levels set forth in the SLA when accessed and used
in accordance with the Documentation. Except as expressly stated in the SLA, DebtBook does not make any
representation, warranty, or guarantee regarding availability of the Application Services, and the remedies set forth
in the SLA are Customer’s sole remedies and DebtBook’s sole liability under the limited warranty set forth in this
paragraph.
(b) Security. DebtBook has implemented Appropriate Security Measures and has made commercially
reasonable efforts to ensure its licensors and hosting providers, as the case may be, have implemented Appropriate
Security Measures intended to protect Customer Data.
(c) EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION, DEBTBOOK IP IS PROVIDED “AS
IS,” AND DEBTBOOK HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE. DEBTBOOK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE
OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION,
DEBTBOOK MAKES NO WARRANTY OF ANY KIND THAT THE DEBTBOOK IP, OR ANY PRODUCTS OR RESULTS OF
THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT
INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR
OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
(d) DebtBook exercises no control over the flow of information to or from the Application Service,
DebtBook’s network, or other portions of the Internet. Such flow depends in large part on the performance of Internet
services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or
disrupt connections to the Internet. Although DebtBook will use commercially reasonable efforts to take all actions
DebtBook deems appropriate to remedy and avoid such events, DebtBook cannot guarantee that such events will not
occur. ACCORDINGLY, DEBTBOOK DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATING TO ALL
SUCH EVENTS, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE AGREEMENT, ANY OTHER ACTIONS
OR INACTIONS CAUSED BY OR UNDER THE CONTROL OF A THIRD PARTY.
8. Indemnification.
(a) DebtBook Indemnification.
(i) DebtBook will indemnify, defend, and hold harmless Customer from and against any and all
losses, damages, liabilities, costs (including reasonable attorneys’ fees) (collectively, “Losses”) incurred by
Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the
Application Services, or any use of the Application Services in accordance with the Agreement, infringes or
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misappropriates such third party’s US patents, copyrights, or trade secrets, provided that Customer promptly
notifies DebtBook in writing of the Third-Party Claim, reasonably cooperates with DebtBook in the defense
of the Third-Party Claim, and allows DebtBook sole authority to control the defense and settlement of the
Third-Party Claim.
(ii) If such a claim is made or appears possible, Customer agrees to permit DebtBook, at
DebtBook’s sole expense and discretion, to (A) modify or replace the DebtBook IP, or component or part of
the DebtBook IP, to make it non-infringing, or (B) obtain the right for Customer to continue use. If DebtBook
determines that neither alternative is reasonably available, DebtBook may terminate the Agreement in its
entirety or with respect to the affected component or part, effective immediately on written notice to
Customer, so long as, in each case, DebtBook promptly refunds or credits to Customer all amounts Customer
paid with respect to the DebtBook IP that Customer cannot reasonably use as intended under the Agreement.
(iii) DebtBook’s indemnification obligation under this Section will not apply to the extent that
the alleged infringement arises from Customer’s use of the Application Services in combination with data,
software, hardware, equipment, or technology not provided or authorized in writing by DebtBook or
modifications to the Application Services not made by DebtBook.
(b) Sole Remedy. SECTION 8(a) SETS FORTH CUSTOMER’S SOLE REMEDIES AND DEBTBOOK’S SOLE
LIABILITY FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE,
MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. IN NO
EVENT WILL DEBTBOOK’S LIABILITY UNDER SECTION 8(a) EXCEED $1,000,000.
(c) Customer Indemnification. Customer will indemnify, hold harmless, and, at DebtBook’s option,
defend DebtBook from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any
use of the Customer Data in accordance with the Agreement, infringes or misappropriates such third party’s
intellectual property rights and any Third-Party Claims based on Customer’s or any Authorized User’s negligence or
willful misconduct or use of the Services in a manner not authorized by the Agreement. DEBTBOOK EXPRESSLY
AGREES THAT THIS PROVISION WILL NOT APPLY TO ANY CUSTOMER THAT IS A GOVERNMENT ENTITY TO THE
EXTENT SUCH INDEMNIFICATION OBLIGATIONS ARE PROHIBITED UNDER APPLICABLE LAW.
9. Limitations of Liability. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION, IN NO EVENT
WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT UNDER ANY LEGAL OR
EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY,
AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR
PUNITIVE DAMAGES, REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH
LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT AS EXPRESSLY
OTHERWISE PROVIDED IN THIS SECTION, IN NO EVENT WILL THE AGGREGATE LIABILITY OF DEBTBOOK ARISING
OUT OF OR RELATED TO THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS
PAID TO DEBTBOOK UNDER THE AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO
THE CLAIM. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION DO NOT APPLY TO CLAIMS PURSUANT TO
SECTION 8.
10. Term and Termination.
(a) Term. Except as the parties may otherwise agree in the Customer Terms, or unless terminated
earlier in accordance with the Agreement:
(i) the Agreement will automatically renew for successive 12-month Renewal Terms unless
either party gives the other party written notice of non-renewal at least 30 days before the expiration of the
then-current term; and
(ii) each Renewal Term will be subject to the same terms and conditions established under the
Agreement, with any Fees determined in accordance with DebtBook’s then-current pricing schedule, as
provided to Customer at least 60 days before the expiration of the then-current term.
(b) Termination. In addition to any other express termination right set forth in the Customer Terms:
(i) DebtBook may terminate the Agreement immediately if Customer breaches any of its
obligations under Section 2 or Section 5;
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August 2023 Form
(ii) Customer may terminate the Agreement in accordance with the SLA;
(iii) either party may terminate the Agreement, effective on written notice to the other party,
if the other party materially breaches the Agreement, and such breach: (A) is incapable of cure; or (B) being
capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with
written notice of such breach;
(iv) if Customer is a Government Entity and sufficient funds are not appropriated to pay for the
Application Services, then Customer may terminate the Agreement at any time without penalty following 30
days prior written notice to DebtBook; or
(v) either party may, to the extent permitted by law, terminate the Agreement, effective
immediately on written notice to the other party, if the other party becomes insolvent or is generally unable
to pay, or fails to pay, its debts as they become due or otherwise becomes subject, voluntarily or involuntarily,
to any proceeding under any domestic or foreign bankruptcy or insolvency law.
(c) Survival. Only this Section and Section 1 (Definitions), Sections 4 through 6 (Fees; Confidential
Information; Intellectual Property), Section 7(c) (Disclaimer of Warranties), and Sections 8, 9 and 12 (Indemnification;
Limitations of Liability; Miscellaneous) will survive any termination or expiration of the Agreement.
11. Independent Contractor. The parties to the Agreement are independent contractors. The Agreement does
not create a joint venture or partnership between the parties, and neither party is, by virtue of the Agreement,
authorized as an agent, employee, or representative of the other party.
12. Miscellaneous.
(a) Governing Law; Submission to Jurisdiction. The Agreement will be governed by and construed in
accordance with the laws of the Governing State, without regard to any choice or conflict of law provisions, and any
claim arising out of the Agreement may be brought in the state or federal courts located in the Governing State. Each
party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding,
(b) Entire Agreement; Order of Precedence. The Order Form, the Customer Terms, the Terms &
Conditions, and the Incorporated Documents constitute the complete Agreement between the parties and supersede
any prior discussion or representations regarding Customer’s purchase and use of the Services.
To the extent any conflict exists between the terms of the Agreement, the documents will govern in the following
order or precedence: (1) the Customer Terms, (2) Order Form, (3) the Terms & Conditions, and (4) the Incorporated
Documents. No other purchasing order or similar instrument issued by either party in connection with the Services
will have any effect on the Agreement or bind the other party in any way.
(c) Amendment; Waiver. No amendment to the Order Form, the Terms & Conditions, or the Customer
Terms will be effective unless it is in writing and signed by an authorized representative of each party. DebtBook may
update the Incorporated Documents from time-to-time following notice to Customer so long as such updates are
generally applicable to all users of the Services. No waiver by any party of any of the provisions of the Agreement will
be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in
the Agreement, no failure to exercise, delay in exercising, or any partial exercise of any rights, remedy, power, or
privilege arising from the Agreement will in any way waive or otherwise limit the future exercise of any right, remedy,
power, or privilege available under the Agreement.
(d) Notices. All notices, requests, consents, claims, demands, and waivers under the Agreement (each,
a “Notice”) must be in writing and addressed to the recipients and addresses set forth for each party on the Order
Form (or to such other address as DebtBook or Customer may designate from time to time in accordance with this
Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-
paid), or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt
requested, postage pre-paid).
(e) Force Majeure. In no event will either party be liable to the other party, or be deemed to have
breached the Agreement, for any failure or delay in performing its obligations under the Agreement (except for any
obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such
party’s reasonable control, including acts of God, flood, fire, earthquake, pandemic, epidemic, problems with the
Internet, shortages in materials, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages
DocuSign Envelope ID: 8BD21771-42A4-4F0B-AD9E-B254FF6E3000
August 2023 Form
or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public
authority, including imposing an embargo.
(f) Severability. If any provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction,
such invalidity, illegality, or unenforceability will not affect any other term or provision of the Agreement or invalidate
or render unenforceable such term or provision in any other jurisdiction.
(g) Assignment. Either party may assign its rights or delegate its obligations, in whole or in part, on 30
days prior written notice to the other party, to an affiliate or an entity that acquires all or substantially all of the
business or assets of such party, whether by merger, reorganization, acquisition, sale, or otherwise. Except as stated
in this paragraph, neither party may assign any of its rights or delegate any of its obligations under the Agreement
without the prior written consent of the other party, which consent may not be unreasonably withheld, conditioned,
or delayed. The Agreement is binding on and inures to the benefit of the parties and their permitted successors and
assigns.
(h) Marketing. Neither party may issue press releases related to the Agreement without the other
party’s prior written consent. Unless otherwise provided in the Customer Terms, either party may include the name
and logo of the other party in lists of customers or vendors.
(i) State-Specific Certifications & Agreements. If Customer is a Government Entity and to the extent
required under the laws of the Governing State, DebtBook hereby certifies and agrees as follows:
(i) DebtBook has not been designated by any applicable government authority or body as a
company engaged in the boycott of Israel under the laws of the Governing State;
(ii) DebtBook is not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from participation in the Agreement by any governmental department or
agency of the Governing State;
(iii) DebtBook will not discriminate against any employee or applicant for employment because
of race, ethnicity, gender, gender identity, sexual orientation, age, religion, national origin, disability, color,
ancestry, citizenship, genetic information, political affiliation or military/veteran status, or any other status
protected by federal, state, or local law;
(iv) DebtBook will verify the work authorization of its employees using the federal E-Verify
program and standards as promulgated and operated by the United States Department of Homeland Security
and, if applicable, will require its subcontractors to do the same; and
(v) Nothing in the Agreement is intended to act as a waiver of immunities that Customer has
as a matter of law as a Government Entity under the laws of the Governing State, including but not limited to
sovereign or governmental immunity, public officers or official immunity or qualified immunity, to the extent
Customer is entitled to such immunities.
(j) Execution. Any document executed and delivered in connection with the Agreement may be
executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the
same agreement. To the extent permitted by applicable law, electronic signatures may be used for the purpose of
executing the Order Form by email or other electronic means. Any document delivered electronically and accepted is
deemed to be “in writing” to the same extent and with the same effect as if the document had been signed manually.
DocuSign Envelope ID: 8BD21771-42A4-4F0B-AD9E-B254FF6E3000
Certificate Of Completion
Envelope Id: 8BD2177142A44F0BAD9EB254FF6E3000 Status: Completed
Subject: Complete with DocuSign: 2023-08-22 DebtBook Order Form
Source Envelope:
Document Pages: 13 Signatures: 1 Envelope Originator:
Certificate Pages: 5 Initials: 0 Rudy Carbajal
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
rcarbajal@rpvca.gov
IP Address: 72.34.97.146
Record Tracking
Status: Original
8/22/2023 4:34:47 PM
Holder: Rudy Carbajal
rcarbajal@rpvca.gov
Location: DocuSign
Signer Events Signature Timestamp
ARA MIHRANIAN
ARAM@RPVCA.GOV
City Manager
City of Rancho Palos Verdes
Security Level: Email, Account Authentication
(None)
Signature Adoption: Uploaded Signature Image
Using IP Address: 104.34.113.36
Sent: 8/22/2023 4:40:41 PM
Viewed: 8/22/2023 4:52:54 PM
Signed: 8/22/2023 4:53:07 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
CITY CLERK'S OFFICE
CITYCLERK@RPVCA.GOV
Security Level: Email, Account Authentication
(None)
Sent: 8/22/2023 4:40:42 PM
Viewed: 8/22/2023 4:48:30 PM
Electronic Record and Signature Disclosure:
Accepted: 2/1/2023 3:10:58 PM
ID: 505eed45-7ed0-4db8-aae6-ef6eedfef03d
VINA RAMOS
VRAMOS@RPVCA.GOV
Deputy Director of Finance
City of Rancho Palos Verdes
Security Level: Email, Account Authentication
(None)
Sent: 8/22/2023 4:40:42 PM
Viewed: 8/22/2023 4:41:05 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 8/22/2023 4:40:42 PM
Certified Delivered Security Checked 8/22/2023 4:52:54 PM
Signing Complete Security Checked 8/22/2023 4:53:07 PM
Completed Security Checked 8/22/2023 4:53:07 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to
provide to you certain written notices or disclosures. Described below are the terms and
conditions for providing to you such notices and disclosures electronicall y through the DocuSign
system. Please read the information below carefully and thoroughly, and if you can access this
information electronically to your satisfaction and agree to this Electronic Record and Signature
Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to
use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign
system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made av ailable
electronically to you by us. You will have the ability to download and print documents we send
to you through the DocuSign system during and immediately after the signing session and, if you
elect to create a DocuSign account, you may access the documents for a limited period of time
(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to
send you paper copies of any such documents from our office to you, you will be charged a
$0.00 per-page fee. You may request delivery of such paper copies from us by following the
procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to
receive required notices and consents electronically from us or to sign electronically documents
from us.
All notices and disclosures will be sent to you electronically
Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM
Parties agreed to: CITY CLERK'S OFFICE
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through the DocuSign system all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact City of Rancho Palos Verdes:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: terit@rpvca.gov
To advise City of Rancho Palos Verdes of your new email address
To let us know of a change in your email address where we should send notices and disclosures
electronically to you, you must send an email message to us at terit@rpvca.gov and in the body
of such request you must state: your previous email address, your new email address. We do not
require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your
account preferences.
To request paper copies from City of Rancho Palos Verdes
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an email to terit@rpvca.gov and in the body of
such request you must state your email address, full name, mailing address, and telephone
number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Rancho Palos Verdes
To inform us that you no longer wish to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your signing session, and on the subsequent page,
select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an email to terit@rpvca.gov and in the body of such request you must state your
email, full name, mailing address, and telephone number. We do not need any other information
from you to withdraw consent.. The consequences of your withdrawing consent for online
documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The
current system requirements are found here: https://support.docusign.com/guides/signer-guide-
signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please confirm that you have
read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for
your future reference and access; or (ii) that you are able to email this ERSD to an email address
where you will be able to print on paper or save it for your future reference and access. Further,
if you consent to receiving notices and disclosures exclusively in electronic format as described
herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before
clicking ‘CONTINUE’ within the DocuSign system.
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm
that:
You can access and read this Electronic Record and Signature Disclosure; and
You can print on paper this Electronic Record and Signature Disclosure, or save or send
this Electronic Record and Disclosure to a location where you can print it, for future
reference and access; and
Until or unless you notify City of Rancho Palos Verdes as described above, you consent
to receive exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to you by City of Rancho Palos Verdes during the course of your relationship
with City of Rancho Palos Verdes.