HomeMy WebLinkAboutContract 41340 (2)CITY SECRETARYII
CONTRACT NO._�t I l7
Streetline Inc.
Pilot S*_ihst rintinn Services .greement
INTRODUCTION
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This is a Pilot Subscription Services Agreement ("Agreement") between Streetline, Inc., a Delaware corporation, with offices at 49 Stevenson Street
suite 300, San Francisco, CA 94105 ("Streetline"), and the City of Fort Worth with principal offices at 1000 Throckmorton St., Fort Worth, Texas
76102 ("Customer"), for the purpose of providing Customer access to the Streetline mesh network Infrastructure, including platform, sensors,
monitors, resulting data, software, and other services hereafter collectively called ("Subscription Services") during a 2-month pilot project, as
described in Exhibit A. At the conclusion of the pilot program, all hardware components of the Streetline system shall be removed as described in
Exhibit A.
1. LICENSE. FROM STREETLINE
A description of Subscription Services, including fees and terms, is covered in the Order Form. Each new Order Form will be a supplement to this
Agreement. Subject to the terms of this Agreement, Streetline grants to Customer, during the Term of the Order Form, the nontransferable,
nonexclusive right to use the Subscription Services and any materials developed by Streetline solely for Customer's own internal business
operations. Customer agrees that Streetline owns all right, title and interest in and to all intellectual property rights in the Subscription Services The
rights granted to Customer in this Agreement are subject to the following restrictions: Customer shall not (i) modify, disassemble, decompile or
reverse engineer the Subscription Services or any part thereof, including the Hardware, Software, or other customers' data; (ii) copy or reproduce
the Subscription Services or any part thereof; (iii) access or use any other customers' data through the Subscription Services; (iv) intentionally
breach any security measure provided by the Subscription Services; or (v) maliciously reduce or impair the accessibility of the Subscription.
Services.
2. SUBSCRIPTION S[RVIC
PURCHASED SERVICES AND ENDPOINTS
2.1. Subscription Services. Unless otherwise specified in the Order Form, attached hereto as Exhibit Al (i) Subscription Services are purchased
by Sensor (ii) additional Sensors may be added during the subscription term at the same pricing as that for the pre-existing Sensors, prorated for
the remainder of the subscription term in effect at the time the additional Sensors are added, and (iii) the added Sensors shall terminate on the
same date as the pre-existing Sensors.
2.2. Purchased Services. Streetline shall make Professional Services and installation services available to Customer pursuant to this Agreement
and the relevant Order Forms during a subscription term. Order Forms for Purchased Services shall include terms and schedule of services
purchased.
2.3. Provision of Sensors. Sensors may be included as part of the platform used to run the Subscription Services or they may be purchased
separately in a separate Order Form.
3. USE OF SUBSCRIPTION SERVICES
3.1 Streetline Responsibilities. Streetline shall: (i) provide to Customer basic support for the Subscription Services at no additional charge, and/or
upgraded support if purchased separately, (ii) Streetline will use commercially reasonable efforts to make the Subscription available 24 hours a
day, 7 days a week except for: (a) planned downtime (of which Streetline shall give at least 8 hour's notice and which Streetline shall schedule to
the extent practicable during the hours from 6:00 p.m. Pacific time Friday to 3 00 a.m Pacific time Monday), or (b) any unavailability by
circumstances beyond Streetline's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil
unrest, acts of terror, strikes or other labor problems (other than those involving Streetline employees), or Internet service provider failures or
delays, and (iii) provide the Purchased Services in accordance with applicable laws and government regulations.
3.2. Customer Responsibilities. Customer shall (i) Prevent unauthorized access to the Streetline Subscription and notify Streetline promptly of
any such unauthorized access, and (ii) Use the Services only in accordance with applicable laws and government regulations. Customer shall not
(a) make the Services available to anyone other than authorized users, (b) sell, resell, rent or lease the Services, (c) interfere with or disrupt the
integrity or performance or (d) attempt to gain unauthorized access to the Services or their related systems or networks.
4. FEES AND PAYMENT FOR PURCHASED SERVICES
4.1. Streetline Fees. Customer shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form,
(i) fees are quoted and payable in United States dollars (ii) fees are based on services purchased and quantities ordered, (iii) payment obligations
are non -cancelable, except in the case of non -appropriation by Customer's governing body; fees paid are non-refundable, and (iv) the number of
Streetline endpoints purchased cannot be decreased during the relevant subscription term stated on the Order Form. Streetline subscription fees
are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for Streetline
subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the
subscription term.
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
4.2. Invoicing and Payment. Customer will provide Streetline with a valid purchase order or alternative document reasonably acceptable to
Streetline. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable
Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date.
4.3. Suspension of Service and Acceleration. If any amount owing by Customer under this or any other agreement for Streetline services is 30
or more days overdue Streetline may, without limiting Streetline's other rights and remedies accelerate Customer's unpaid fee obligations under
such agreements so that all such obligations become immediately due and payable until such amounts are paid in full.
4.4. Payment Disputes. Streetline shall not exercise its rights under Section 4.3 (Overdue Charges) or 4.4 (Suspension of Service and
Acceleration) if the applicable charges are under reasonable and good -faith dispute.
4.5. Taxes. Unless otherwise stated Streetline fees do not include any taxes, levies, duties or similar governmental assessments of any nature,
including but not limited to value-added, sales, inventory use or withholding taxes assessable by any local, state, provincial, federal or foreign
jurisdiction (collectively, " Taxes"). Customer is responsible for paying all Taxes associated with Customer's purchases hereunder. If Streetline has
the legal obligation to pay or collect Taxes for which Customer is responsible under this paragraph, the appropriate amount shall be invoiced to and
paid by Customer, unless Customer provides Streetline with a valid tax exemption certificate authorized by the appropriate taxing authority. For
clarity, Streetline is solely responsible for taxes assessable against it based on Streetline income, and employees.
5. PROPRIETARY RIGHTS
5.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Streetline reserves all rights, title and interest in and to the
Subscription Services, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set
forth herein.
5.2. Restrictions. Customer shall not (i) permit any third party to access the Subscription Services except as permitted herein or in an Order Form,
(ii) create derivate works based on the Subscription Services, (iii) copy, frame or mirror any part or content of the Subscription Services, other than
copying or framing on Customer's own intranets or otherwise for Customer's own internal business purposes, (iv) reverse engineer the Subscription
Services, or (v) access the Subscription Services in order to (a) build a competitive product or service, or (b) copy any features, functions or
graphics of the Subscription Services.
5.3. Suggestions. Streetline shall have a royalty -free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to Streetline to
incorporate into the Subscription Services any suggestions, enhancement requests recommendations or other feedback provided by Customer.
6. CONFIDENTIALITY
6.1. Definition of Confidential Information. As used herein, " Confidential Information" means all confidential information disclosed by a party
("Disclosing Party") to the other party (' Receiving Party'), whether orally or in writing, that is designated as confidential or that reasonably should
be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer Confidential Information shall
include Customer Data; Streetline Confidential Information shall include the Subscription Services and Confidential Information of each party shall
include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical
information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Customer
Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing
Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing
Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the
Receiving Party.
6.2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the
same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable
care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the
Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees contractors and agents who need
such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing
protections no less stringent than those herein.
Notwithstanding the foregoing, Streetline understands and acknowledges that the City of Fort Worth ("City") is a public entity under the laws of the
State of Texas, and all documents and data held by the City are subject to disclosure under Chapter 552 of the Texas Government Code, the
Texas Public Information Act (the "Act') Streetline shall clearly indicate to the City what information it deems proprietary. If the City is required to
disclose any documents that may reveal any Streetline proprietary information to third parties under the Act, or by any other legal process, law rule
or judicial order by a court of competent jurisdiction to the extent permitted by law the City will notify Streetline prior to disclosure of such
documents. The City will use its best efforts to secure and protect Streetline s proprietary information in the same manner and to the same degree it
protects its own proprietary information; however, the City does not guarantee that any information deemed proprietary by Streetline will be
protected from public disclosure if release is required by law. In the event there is a request for such information, it will be the responsibility of
Streetline to submit reasons objecting to disclosure. Pursuant to the Act, a determination on whether such reasons are sufficient will be made by
the Office of the Attorney General of the State of Texas, or by a court of competent jurisdiction. The City shall not be liable or responsible in any
way for the disclosure of information not clearly marked as "Proprietary / Confidential Information " or if disclosure is required by the Act or any
other applicable law, ruling or court order.
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6.3. Protection of Customer Data. Without limiting the above, Streetline shall maintain appropriate administrative physical, and technical
safeguards for protection of the security, confidentiality and integrity of Customer Data. Streetline shall not (a) modify Customer Data (b) disclose
Customer Data except as expressly permitted in writing by Customer, or (c) access Customer Data except to provide the Subscription Services or
prevent or address service or technical problems, or at Customer request in connection with Customer support matters.
7. WARRANTIES AND DISCLAIMERS
7.1. Our Warranties. We warrant that (i) the Services shall perform materially in accordance with the documentation. The functionality of the
Services will not be materially decreased during a subscription term. For any breach of either such warranty, Customer's exclusive remedy shall be
as provided in Section 10. (Termination)
7.2. Disclaimer EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES,
INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW.
8. MUTUAL INDEMNIFICATION
8.1. Indemnification by Streetline. Streetline shall defend Customer against any claim, demand, suit, or proceeding (" Claim') made or brought
against Customer by a third party alleging that the Subscription Services infringe or misappropriate the intellectual property rights of a third party,
and shall indemnify Customer for any damages finally awarded against, and for reasonable attorney s fees incurred by, Customer in connection
with any such Claim, provided, that Customer (a) promptly gives Streetline written notice of the Claim; (b) gives Streetline sole control of the
defense and settlement of the Claim (provided that Streetline may not settle any Claim unless the settlement unconditionally releases Customer of
all liability); and (c) provides to Streetline all reasonable assistance, at Streetline's expense.
8 2. Indemnification by Customer. Customer shall, to the extent permitted by law, defend Streetline against any Claim made or brought against
Streetline by a third party alleging that Customer Data, or Customer use of the Subscription Services in violation of this Agreement, infringes or
misappropriates the intellectual property rights of a third party or violates applicable law, and shall, to the extent permitted by law, indemnify
Streetline for any damages finally awarded against, and for reasonable attorney's fees incurred by, Streetline in connection with any such Claim,
provided, that Streetline (a) promptly gives Customer written notice of the Claim; (b) gives Customer sole control of the defense and settlement of
the Claim (provided that Customer may not settle any Claim unless the settlement unconditionally releases Streetline of all liability); and (c) provide
to Customer all reasonable assistance, at Streetline expense.
8.3 Exclusive Remedy. This Section 9 (Mutual Indemnification) states the indemnifying party's sole liability to, and the indemnified party's
exclusive remedy against, the other party for any type of Claim described in this Section.
9. LIMITATION OF LIABILITY
9.1. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS
AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY
CUSTOMER HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE LESSER OF $500,000 OR THE AMOUNT PAID BY
CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT THE FOREGOING SHALL NOT LIMIT CUSTOMER PAYMENT
OBLIGATIONS UNDER SECTION 5 (FEES AND PAYMENT FOR PURCHASED SERVICES).
9.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY
FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL INCIDENTAL CONSEQUENTIAL COVER OR PUNITIVE
DAMAGES OF ANY TYPE OR KIND HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY,
AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER
SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
10. TERM AND TERMINATION
10.1. Term of Agreement. This Agreement commences on the date Customer accepts it and continues until all Streetline subscriptions granted in
accordance with this Agreement have expired or been terminated.
10.2. Term of Purchased Streetline Subscriptions. Streetline Subscriptions Services purchased by Customer hereunder commence on the start
date specified in the applicable Order Form and continue for the subscription term specified therein
10.3. Termination for Cause. Either party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material
breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or
any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
10.4. Return of Customer Data. Upon request by Customer made within 30 days after the effective date of termination of a Purchased Services
subscription, Streetline will make available to Customer for download a file of Customer Data in comma separated value (.csv) format along with
attachments in their native format. After such 30-day period, Streetline shall have no obligation to maintain or provide any of Customer Data and
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shall thereafter, unless legally prohibited, delete all of Customer Data in Streetline systems or otherwise in Streetline possession or under Streetline
control.
10.5. Surviving Provisions. Section 4 (Fees and Payment for Purchased Services), 5 (Proprietary Rights), 6 (Confidentiality), 6.3 (Disclaimer), 8
(Mutual Indemnification), and 9 (Limitation of Liability) shall survive any termination or expiration of this Agreement.
11. GENERAL PROVISIONS
11.1. Export Compliance. Each party shall comply with the export laws and regulations of the United States and other applicable junsdictions in
providing and using the Services. Without limiting the foregoing, (i) each party represents that it is not named on any U.S government list of
persons or entities prohibited from receiving exports, and (ii) Customer shall not permit Users to access or use Services in violation of any U.S.
export embargo, prohibition or restriction.
11.2. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture,
agency, fiduciary or employment relationship between the parties.
11.3. No Third -Party Beneficiaries. There are no third -party beneficiaries to this Agreement.
11.4. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver
of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a
party at law or in equity.
11.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be
modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the
remaining provisions of this Agreement shall remain in effect.
11.6. Authority. Each party represents and warrants that it has the legal power to enter into this Agreement.
11.7. Governing Law and Venue. This Agreement is performable in Tarrant County, Texas. The laws of the State of Texas and of the United
States shall govern in the event of a dispute. Venue shall be in Tarrant County, Texas or the United States District Court for the Northern District of
Texas, Fort Worth division.
11.8. Notice. All notices required to be given herein shall be in writing and sent via US Mail, return receipt requested or via an overnight express
carrier. Notices sent via email or other electronic mechanism shall be for information only, and shall not be deemed as official under this section
unless specifically responded to and acknowledged by the receiving party Notices shall be addressed to the respective party at the addresses
noted above.
11.9. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior
written consent of the other party (not to be unreasonably withheld) Notwithstanding the foregoing, either party may assign this Agreement in its
entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate
reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any
purported assignment by the other party in breach of this paragraph shall be, at the non -assigning party's election, termination of this Agreement
upon written notice to the assigning party.
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11.10. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement
between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its
subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or
accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict
or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such
exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Customer
purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such
terms or conditions shall be null and void.
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Exhibit A
Order Form
Start Date: 2/21/2011
Term. 2 months
Customer Name. City of Fort Worth
Contact: Peter Elliott
311 west 10th street
Fort Worth TX 76102
817 392 7977
Applications
Mobile Enforcement (mobile)
Mobile Enforcement displays expired parking violations that have been open for at least 90 seconds (grace
period). Violations auto -refresh and appear/disappear from view as near real time as possible as they are
processed through the system.
Enforcement application identifies location of unpaid parking sessions by meter number and street address in
List View and displays total unhandled, unpaid sessions in Map View. Data is "pushed" to application as field
conditions change payments are received and occupancy changes. User group members actions impact
each other's. Work load is `shared"; as individual officers handle violations they disappear from group view.
Supervisors have log -in privilege for multiple groups, where applicable, to remotely supervise various shifts
and squads who are deployed in same or different locations.
Mobile enforcement application identifies officer location within the deployment map to assist the officer in
navigating to highest yield streets. The application allows supervisors to view actual field conditions remotely
by logging into the desired user group.
Parking Finder (mobile)
Parking finder shows the number of parking spaces available to drivers on each block face, and the location
of nearby lots and garages (if the customer has provided and would like featured in the application). It will
also show pricing of each parking option, payment options, and time limits where applicable.
Meter Maintenance (web)
The meter maintenance application will show a list of failed meters, showing the location of the meter, and the
time of and type of failure. The location of failed meters will also be presented on a map, with color -coding to
indicate duration of failure. The Application View may also allow the user manually to change the service
priority of meters or groups of meters, assign technicians to maintain the meters.
Results Reporter (web)
Results Reporter provides summary information on how parking is being used on each block face. Standard
reports include occupancy, turnover, payment compliance, time limit compliance and demand index. All
reporting provides breakdown by hour as applicable. Reports may be easily configured to provide averages
over any date range.
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P arking Console (web)
Parking Console provides an overview of the parking operation at a glance, in real time. The status of each
parking bay is shown as either: occupied and paid; occupied and unpaid; or vacant Parking meters that are
failed are also clearly identified.
S cope of Project
Streetline will provide all parts, on -site supervision and training necessary to install the system. This shall
include unpacking parts upon delivery to Fort Worth and re -packing parts following their removal at conclusion
of the pilot program. Fort Worth will provide the tools, equipment and staff for installation and removal of the
hardware components of the system. Streetline shall be responsible for proper installation and removal of
such hardware components.
Included Equipment: on loan to the City of Fort Worth Texas for the duration of the trial
• 20 parking sensors — Surface Mount
• 20 meter monitors — POM
• 4 Repeaters
• 1 Gateway
• 1 iphone
11. Included Documentation
• High level project plan for Pilot installation, evaluation and completion
• Sample communication materials for city employees, merchants, and the public.
• "Getting Started" Guide for the system and applications
• 10-minute demonstration script
• Detailed installation instructions for contractors or city personnel
• Detailed application instructions and training materials
• Case studies of successful deployments in other cities, and references.
• Planning tools and a sample project plan for an actual deployment
Training and Support
Streetline personnel will be on site to support the installation process, and provide initial training in
use of the applications.
Schedule
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Price and Term
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$1,499 per month, invoiced monthly commencing at hardware delivery
2 months commencing upon system installation
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