Case 1:16-cv-00830-RGA Document 13-2 Filed 12/05/16 Page 1 of 10 PageID #: 548
`Case 1:16-cv-00830-RGA Document 13-2 Filed 12/05/16 Page 1 of 10 PageID #: 548
`
`EXHIBIT B
`
`EXHIBIT B
`
`

`

`Case 1:16-cv-00830-RGA Document 13-2 Filed 12/05/16 Page 2 of 10 PageID #: 549
`ORIGINAL
`
`i
`
`STREETLINE
`
`Connecting the Reai World
`
`393 Vintage Park Drive, Suite 140
`Foster City, CA 94404
`
`Order Form
`
`This Order Form is placed by undersigned customer(" Customer") in accordance with Streetline, Inc.(" Streetline")
`Scope of Services ( hereto attached as Exhibit A) and the Terms of Use( attached hereto as Exhibit B). This Order
`Form, along with exhibits attached hereto, are referred to collectively as the" Agreement." By signing this Order
`Form, Customer agrees to the terms and conditions of the Agreement, effective as of the date of execution by the
`last party to sign below(" Effective Date"). Use of the Service by Customer is subject to Customer' s agreement to
`the Terms of Use prior to first use of the Service and Customer' s ongoing compliance with the Terms of Use.
`
`include Streetline' s web-based and/ or mobile- based application suite and modules as further
`The Service will
`described in the Scope of Services, including any updates and upgrades made available to Customer by Streetline,
`but excluding Third Party Applications (" Service"). As part of the Service, if indicated in the Scope of Services,
`Streetline shall provide Customer with technical support and assistance in its use of the Service as described in
`
`the Scope of Services.
`
`IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by duly authorized representatives
`of the parties as of the Effective Date.
`
`THE CITY OF REDWOOD CITY
`
`STREETLINE,
`
`INC.
`
`By.
`
`Signature
`
`Name:/ T-Z.,• "-"'
`
`Print or Type
`
`Title: +' `+^" `-
`
`Signature
`
`By:
`
`Name:
`
`Print or Ty
`
`Title:
`
`C--"V
`
`L
`
`Date:
`
`Date:
`
`12 ,o /
`
`1
`
`I
`
`Address:
`
`10
`
`i
`
`lefiel Road
`
`Re w
`
`it , A 94063
`
`Address:
`
`393 Vintage Park Drive, Suite 140
`Foster City, California 94404
`
`Attest
`Si1v V
`
`rlinden, City Clerk
`
`ATTY/ AG R/ 2014. 153/ STREETLI N E
`
`REV: 08- 20- 14 VR
`
`Page 1 of 7
`
`

`

`Case 1:16-cv-00830-RGA Document 13-2 Filed 12/05/16 Page 3 of 10 PageID #: 550
`
`Exhibit A
`
`SCOPE OF SERVICES
`
`General
`
`Purpose
`
`Smart Parking program implementing Streetiine parking service applications for up to 112 existing
`demarcated, contiguous parking spaces located on the 2000- 2400 block of Broadway and the 700-
`800 block of Jefferson. The purpose of this project is to
`
`1. Provide way finding for motorists through the use of Parker and Parker Map
`2. Provide analytics to city transportation staff to support policy decisions
`3. Test Guided Enforcement application and measure the impact on officer productivity
`
`Smart Parking program to be developed and managed by joint working group consisting of
`Customer and Streetline.
`
`Applications and services provided by Streetline
`
`Streetline provides both a" Commercial Service" and an" Off-Street/ Consumer Service" as set forth below.
`
`Commercial Service
`
`1
`
`ParkSightT""
`
`ParkSight is a web- based application that provides historical reports and near
`real- time information on parking occupancy and enforcement. Standard
`reports include parking occupancy, duration, turnover and enforcement actions.
`ParkSight reports can be configured to select specific dates, times and areas.
`Near real- time occupancy and violations for each block are displayed in map
`and table formats.
`
`NOTE: Customer is limited to two named users for ParkSight. If additional named users
`are needed for ParkSight, an additional charge will be assessed by S[ reetline in the
`amount of$3, 000 per additional named user per year.
`
`ATTY/ AG R/ 2014. 153/ STREETLINE
`
`REV: 08- 20- 14 VR
`
`Page 2 of 7
`
`

`

`Case 1:16-cv-00830-RGA Document 13-2 Filed 12/05/16 Page 4 of 10 PageID #: 551
`
`2
`
`Guided
`
`Enforcement'"'
`
`Consumer/ Off-Street Service
`
`1
`
`2
`
`Parker'"^
`
`ParkerMapT"'
`
`Guided Enforcement is a mobile application that runs on iPad mini and iPhone
`4/ 5 models and identifies potential parking violations to enhance enforcement
`officer productivity. A deployment map identifies the locations of potential
`violations. Violations are updated in near real- time to reflect changing field
`conditions and enforcement actions performed by officers.
`
`The Guided Enforcement application is enabled to work only with certified
`single space and multi- space meter vendors. It relies on meter data supplied by
`the Customer' s existing meters. The availability of this application is contingent
`upon the meter vendor' s use of Streetline' s Standard Meter Payment and Meter
`Status API. In addition, the meter vendor must comply with Streetline' s
`Standard Meter Service Level Agreement( SLA). Guided Enforcement will not
`operate without the meter vendor' s use of Streetline' s API and acceptance of
`Streetline' s SLA.
`
`The Guided Enforcement application is also enabled to work with certain time
`limit enforced demarcated spaces.
`
`The Guided Enforcement application for this Order Form will cover up to 112
`parking spaces enforced by Digital Payment Technologies' multi space pay
`stations.
`
`The scoae of services covered bv this Order Form does not indude anv custom API
`develonment or third-nartv inteorotion nor will it cover' Pav-and-Disalav" metered
`
`parkina snaces.
`
`Parker is a free consumer mobile app available on select i0S and Android
`smartphones. Parker provides motorists with guidance to available on- street
`parking and off-street lots and garages. It also shows pricing and time limits
`where applicable, and can access mobile payment options such as ParkMobile
`and Pay- by- Phone, where available, for meters enabled to accept such payment
`methods.
`
`ParkerMap is a free embeddable web widget that displays parking availability
`information on a map centered on a user-defined location. A ParkerMap
`instance is created by visiting www.theparkerapp. com/ parkermap and following
`the instructions set forth in the creation wizard. ParkerMap displays available
`parking information similar to that of Parker but optimized for viewing on
`websites.
`
`ATTY/ AG R/ 2014.153/ STRE ETLI N E
`
`REV: 08-20- 14 VR
`
`Page 3 of 7
`
`

`

`Case 1:16-cv-00830-RGA Document 13-2 Filed 12/05/16 Page 5 of 10 PageID #: 552
`
`3
`
`ParkEdge'" Basic
`
`ParkEdge Basic is a free web- based parking management tool that enables
`operators of off-street parking facilities to publish information about their
`facilities to motorists/ drivers on demand. Basic listing information includes:
`parking lot name, address, GPS location, phone number, hours of operation,
`rates, policies, parking restrictions, link to image of lot, type of parking lots and
`payment methods.
`
`ParkEdge information is displayed in Parker, ParkerMap, and other distribution
`platforms through which Streetline may publish parking information.
`
`Equipment currently installed, and maintained by Streetline
`
`112 parking sensors
`Approximately 16 repeaters
`1 gateway
`Temporary still camera( s)
`2 iPad minis
`
`The above- listed equipment is referred to collectively as" Equipment". Streetline will own all Equipment. The number
`of repeaters and gateways may be adjusted as required to ensure high quality networking at no additional charge to
`the Customer. Streetline will loan the Customer two( 2) iPad minis for the first 6 months of the Term, after which the
`
`Customer will return them to Streetline. At the end of the Term, Streetline will remove all Equipment, with the
`
`exception of the parking sensors, which shall remain in place.
`
`The Streetline Equipment package consists of an integrated set of components.
`
`Sensors, which detect potential parking activity in the deployment area, are installed and communicate information to
`the Streetline private cloud. Sensors are self-powered and sealed within the sensor package.
`
`Network equipment is comprised of repeaters and gateways. Collectively, sensors and networking equipment provide
`a low power wireless mesh network, which enables transmission of data from the sensors to gateways. Gateways( i)
`manage the sensor network,( ii) maintain the data network connection to the Internet, and( iii) manage data
`transmission from the sensors to Streetline' s private cloud.
`
`Repeaters are typically mounted on streetlamps or other common fixtures and do not require line power. They are
`self-powered with replaceable lithium primary batteries. Gateways are mounted on streetlamps and require a
`continuous line power source( 120 or 240v, 50 or 60 Hz) that must be provided by the Customer.
`
`Streetline Responsibilities- Network& Sensor Maintenance/ Removal, Training& Support, Project Reporting
`
`Maintain all Equipment and sensors either directly or through qualified contractors
`Install temporary still or video camera( s) for enforcement system validation
`Provide initial training in use of applications
`Remove all Equipment at end of Term either directly or through qualified contractors with the exception of parking
`sensors, which shall remain in place, and temporary camera( s), which shall be removed by the Customer as
`described in Customer Responsibilities
`
`At end of Term, provide Executive Summary report highlighting program results and showing potential
`improvements achievable by deploying smart parking system on broader scale
`
`ATTY/ AG R/ 2014. 153/ STREETLINE
`REV: 08- 20- 14 VR
`
`Page 4 of 7
`
`

`

`Case 1:16-cv-00830-RGA Document 13-2 Filed 12/05/16 Page 6 of 10 PageID #: 553
`
`Customer Responsibilities
`Arrange for continuous power for gateway through an acceptable source( 120 or 240v, 50 or 60 Hz) at a location
`designated by Streetline
`Provide best efforts to provide public outreach promoting Parker to the public and Parker Map to merchants.
`Provide Streetline with metrics including the provision of necessary benchmark data for Streetline' s Executive
`Summary report including meter and citation revenue for mutually agreed- upon period prior to implementation
`and during Term
`
`Term
`
`30 months, commencing August 1, 2014 and ending on January 31, 2017(" Maturity Date").
`
`Customer shall have the right to terminate the Agreement at any time but in no event later than January 31, 2015, upon
`providing Streetline a minimum of 30 days prior written notice. If such early termination notice is not received by
`Streetline by December 31, 2014, the Agreement shall continue in full force and effect through the Maturity Date.
`
`Fee and Payment terms
`
`Fixed price of$ 59, 700, for scope defined in this Agreement payable in monthly installments of:
`
`1, 430 for ParkSight beginning August 1, 2014, and
`560 for Guided Enforcement once the service is fully operational..
`
`The Service Fee includes all system maintenance and application support and will be invoiced monthly, commencing
`August 1, 2014, due net 30 days.
`
`Streetline will repair or replace, at its option and free of charge to Customer, any item of Equipment( gateways,
`repeaters, parking sensors) that is no longer operational during the Term of the Agreement. Notwithstanding the
`foregoing, if the item of Equipment is no longer operational because( a) the Equipment has been used with products or
`services that are not compatible with Streetline' s Service or( b) the Equipment is damaged as a result of actions taken
`by Customer or its agents, then Customer shall pay Streetline:( i)$ 250 per sensor for the costs incurred to replace or
`repair such parking sensor, or( ii)$ 275 per repeater for the costs incurred to replace or repair such repeater, or( iii)
`3, 600 per gateway for the costs incurred to replace or repair such gateway, as the case may be..
`
`ATTY/ AG R/ 2014. 153/ ST R E ETLI N E
`
`REV: 08- 20- 14 VR
`
`Page 5 of 7
`
`

`

`Case 1:16-cv-00830-RGA Document 13-2 Filed 12/05/16 Page 7 of 10 PageID #: 554
`
`Exhibit B
`
`Streetline Terms of Use
`
`1.
`
`Subscription Service. Subject to the terms and conditions of the
`Agreement, Streetline shall make the Commercial Service available to
`Customer on a hosted basis during the Term, solely for use by Customer
`and its Users, and Streetline shall make the Consumer/ Off-Street Service
`available during the Term to consumers and operetors of off-street
`parking facilities. Streetline may update the functionality and user
`interface of the Service from time to time in its sole discretion as part of
`its ongoing mission to improve the Service. As used herein," Users" are
`individual users for whom Customer has purchased subscriptions to the
`Commercial Service, as indicated in the Scope of Services, and who have
`been issued user
`identifications and passwords for the Commercial
`Service by Customer( or by Streetline at Customer' s request).
`
`2.
`Restrictions. Customer is responsible for all use of the Commercial
`Service by its Users and all activities conducted under iu Users' accounu,
`and for ensuring that iu Users comply with this Agreement. Customer
`shall not, and shall not permit iu Users to:( a) make the Service available
`in any manner to any third party;( b) copy, modify, or reverse engineer all
`or any part of the Service; or( c) knowingly upload or transmit to or
`through the Service any Customer Data or any other material
`that
`contains viruses or other materials intended to damage or interfere with
`
`theService.
`
`3.
`
`Term. The term of
`
`this Agreement shall commence on the
`Effective Date and, unless earlier terminated pursuant to Section 7, shall
`continue until the end of the term of the project as set forth in the Scope
`of Services('? erm").
`
`4.
`
`Fees. Customer shall pay Streetline the fees set forth in the Scope
`of Services( the" Fees") pursuant to the payment terms set forth therein.
`Customer will be responsible for all taxes related to the Fees or its use of
`the Commercial Service, excluding taxes based on Streetline' s net income.
`
`5.
`
`Proprietary Rights
`
`Customer Data. Customer owns and shall retain all right, title and
`5. 1
`interest( including all intellectual property righu) in and to any data and
`information submitted by Customer to the Service(" Customer Data").
`
`Streetline Rights. Except for the limited right to access and use the
`5. 2
`Service during the Term as expressly granted to Customer
`in this
`Agreement, Streetline owns and shall retain all right, title and interest
`including all intellectual property righu) in and to the Service and any
`data and information collected through the Service(" Collected Data").
`limitation of the foregoing, the Collected Data is Streetline s
`Without
`Confidential
`Information. Any righu not expressly granted herein are
`reserved by Streetline. In addition, if Customer or any User makes any
`suggestions, enhancement requesu, or recommendations, or provides
`any other feedback relating to the Service, then Streetline shall have the
`right to use and otherwise exploit such feedback freely in connection with
`the Service and Streetline' s other producu and services. In addition, for
`
`purposeofanypublicdisclosureprovisionunderanyfederal, stateorlocal
`law, it is agreed that the Collected Data is a trade secret and proprietary
`commercial information and not subject to disclosure, nor will Customer' s
`access to or use of the Collected Data constitute an agency orgovernment
`record or information subject to disclosure( and, for the avoidance of
`doubt, Customer may not make Collected Data available to any third
`parties or the public generally). Notwithstanding the foregoing, however,
`i. e., non- live, non- real- time)
`Customer may use stored, historical (
`Collected Data as provided by Streetline through the Service for internal
`analysis and policy decision support.
`
`6.
`
`Terms of Service
`
`6. 1
`Network Access. Customer shall be solely responsible for any and
`all costs and fees in connection with accessing and using the Services.
`
`6. 2
`
`Third- Party Applications. Streetline may offer certain third party
`applications or other products and services as indicated in the Scope of
`Services(' Third Party Applications"). In addition, Streetline or its partners
`may offer links to other third party websites, producu, services and other
`resources through the Service. Streetline makes no ( and expressly
`disclaims any) representation or no warrenty regarding such Third Party
`Applications.
`
`7.
`
`Suspension, Termination, Dispute Resolution
`
`7. 1
`Suspension for Non- Payment. Without limitation of Streetline' s
`other remedies, Streetline may suspend Customers and its Users' access
`to and/ or use of the Service if Customer fails to pay any Fees when due
`and does not cure such failure within thirty ( 30) days of Streetline' s
`written notice thereof.
`
`2
`terminate this
`Termination for Cause. Either party may
`Agreement upon written notice to the other party if the other party
`materially breaches this Agreement and fails to correct such breach within
`thirty( 30) days following written notice specifying such breach.
`
`3
`
`Effect of Termination. Upon the expiration or earlier termination
`of this Agreement, all righu and licenses granted to Customer hereunder
`shall terminate, Customer shall cease all use of and access to the Service
`except as expressly permitted in this Section 73, and all ouutanding Fees
`shall immediately become due and payable. Either part/ s termination of
`this Agreement shall be without prejudice to any other remedies that it
`may have at law or in equity, and shall not relieve either party of liability
`arising prior to the effective date of termination. Sections 4, 5, 7. 3, 8, 9. 2,
`10, 11 and 12 shall survive any expiration or earlier termination of this
`Agreement.
`
`8.
`Confidentiality. " Confidential Information" means confidential,
`proprietary and trade secret information and materials that either party
`Disclosin Pag
`rty") discloses to or otherwise makes available to the other
`party (" Receiving Party") under this Agreement, in whatever form,
`tangible or intangible, so long as it is mazked as" Confidential" when
`provided in written form and, if provided verbally, is reduced to writing
`within seven ( 7) days thereafter. Receiving Parry shall: ( a) protect the
`Confidential
`Information
`of Disclosing Party
`from unauthorized
`dissemination and use;( b) use such Confidential Information only for the
`exercise of Receiving Party' s rights and performance of Receiving Pam/ s
`obligations under
`this Agreement; and ( c) not disclose any such
`Confidential
`Information to any third party, except to its employees,
`contrectors and affiliates who have a need to know such information and
`are bound by written confidentiality agreements no less restrictive than
`the requirements set forth in this Section 8. The foregoing restrictions
`pertaining to the Confidential Information shall not apply with respect to
`a y Confidential
`Information that: ( a)
`is or becomes publicly known
`through no fault of Receiving Party;( b) was known by Receiving Party
`before receipt from Disclosing Party;( c) becomes known to Receiving
`Party without confidential or proprietary restriction from a source other
`than Disclosing Party that does not owe a duty of confidentiality to
`Disclosing Party with respect to such Confidential Information; or( d) is
`independently developed by Receiving Party without
`the use of the
`Confidential Information of Disclosing Party. In addition, Receiving Party
`may use or disclose Confidential Information of Disclosing Party to the
`extent Receiving Party is legally required( e.g. under the Califomia Public
`Records Act) to disclose such Confidential
`Information, provided,
`however, prior to any such disclosure Receiving Party shall provide the
`Disclosing Party with ten( 10) days' prior written notice of such disclosure
`in order to allow the Disclosing Party an opportunity to protect against any
`such disclosure and/ or obtain a protective order narrowing the scope of
`such
`disclosure
`and/ or
`use
`of
`the Confidential
`Information.
`Notwithstanding anything herein to the contrary, Receiving Parry agrees
`that Disclosing Party shall have, in addition to any other available
`remedies, the right to an immediate injunction and other equitable relief
`enjoining any breach or threatened breach of this Sedion 8, without the
`necessity of posting any bond or other security. Within ten( 10) days after
`any termination or expiration of this Agreement, Receiving Party shall
`return to Disclosing Party( or destroy, at Disclosing Party' s sole election)
`all Confidential Information of Disclosing Party( and all copies and extracts
`thereof) then in the possession or control of Receiving Party or its
`affiliates, employees or contractors.
`
`g, Warrenties
`
`9. 1
`Service Warrenty. Streetline warrants that, upon successful
`Equipment
`installation and network activation, the Service shall be
`functional and available for access and use by Customer as described in
`the Scope of Services. Customers sole and exclusive remedy for
`Streetline' s breach of
`this warranty shall be to have Streetline use
`commercially reasonable efforts to repair the Service to achieve the
`functionality described in the Scope of Services, provided that if Streetline
`
`ATTY/ AG R/ 2014. 153/ STRE ETLI N E
`
`REV: 08- 20- 14 VR
`
`Page 6 of 7
`
`

`

`Case 1:16-cv-00830-RGA Document 13-2 Filed 12/05/16 Page 8 of 10 PageID #: 555
`
`of Customer, which approval shall not be unreasonably withheld or
`delayed. This Section states Streetline' s sole liability to, and Customers
`exclusive remedy, under this Agreement with respect to infringement or
`other violation of third party intellectual property rights.
`
`12. General Provisions. Any notice required or permitted hereunder
`shall be in writing and shall be deemed to be properly given upon receipt.
`Such notices shall be sent to the applicable party at the address set forth
`in this Agreement( or to such other address as may be designated by a
`party by giving written notice to the other party pursuant to this Section).
`This Agreement may not be assigned,
`in whole or part, whether
`voluntarily, by operetion of law or otherwise, by either parry without the
`prior written consent of the other party. Any attempted assignment other
`than in accordance with this Section shall be null and void. Subject to the
`foregoing, the rights and liabilities of the parties hereto shall bind, and
`inure to the benefit of, the parties and their respective successors and
`permitted assigns. This Agreement shall be governed by and construed in
`accordance with the laws of the State of California, without reference to
`its conflicts of law provisions. Nothing contained in this Agreement shall
`be deemed or construed as creating a joint venture, partnership, agency,
`employment or fiduciary relationship between the parties. Neither party
`nor its agenu have any authority of any kind to bind the other party in any
`respect whauoever, and the relationship of the parties is, and at all times
`shall continue to be, that of independent contractors. Except for payment
`of monies due hereunder, neither party will be liable to the other for
`failure or delay in performing its obligations hereunder if such failure or
`delay is due to circumstances beyond its reasonable control. This
`Agreement, including the documents and agreements referenced herein,
`constitutes the entire agreement between the parties concerning the
`subject matter hereof and supersedes all prior or contemporeneous
`agreemenu and communications, whether orel or written, between the
`parties relating to the subject matter of this Agreement. No amendment
`or modification of any provision of this Agreement shall be effective
`unless in writing and signed by duly authorized signatories of each parry.
`
`is unable to restore any material functionality within thirty( 30) days of
`Customer' s notification of the problem, Customer may terminate the
`Agreement and receive a pro- reta refund of any Fees paid in advance for
`use of the Service for the terminated portion of the Term. Streetline shall
`have no obligation with respect to a warrenty claim unless notified of such
`claim within thirty( 30) days of the first instance ofthe applicable problem.
`The warranties set forth in this Agreement are made to and for the benefit
`of Customer only. Such warranties shall not apply if Customer has used
`the Service other than in accordance with Streetline' s written instructions,
`this Agreement and applicable law.
`
`Disclaimer of Warranties. THE WARRANTIES STATED IN SECTION
`9.2
`9. 1 ABOVE, ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY
`STREETLINE. STREETLINE MAKES NO, AND EXPRESSLY DISClAIMS ALL,
`OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES
`OF MERCHANTABILITY, FITNESS fOR A PARTICULAR PURPOSE.
`
`Limitatio of Liabilky. TO THE EXTENT ALLOWED BY APPLICABLE
`10.
`LAW, IN NO EVENT WILL STREEfLINE' S ENTIRE LIABILITY ARISING FROM A
`BREACH OF THIS AGREEMENT RELATING TO STREETLINE' S FAILURE TO
`DELIVER THE SERVICES IN ACCORDANCE WITH THIS AGREEMENT EXCEED
`
`THE TOTAL FEES TO BE PAID BY CUSTOMER UNDER THIS AGREEMEN7, IN
`EACH CASE, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF
`ANY LIMITED REMEDY OR LIMITATION OF LIABILITY.
`In addition, neither
`party shall be liable for any indirect, special, incidental, consequential, or
`punitive damages of any kind, however caused, even if such party has
`been advised of the possibility of such damages.
`
`11.
`
`Indemnification
`
`Streetline shall defend, indemnify and hold harmless Customer
`11. 1
`and its officers, agents, employees and volunteers from and against all
`claims, damages, losses and expenses including attorney fees arising out
`of the performance of the Service or provision of the Product, caused in
`whole or in part by the wiliful misconduct or any negligent act or omission
`the Streetline, any subcontredor, anyone directly or
`indirectly
`of
`employed by any of them or anyone for whose acts any of them may be
`liable, except where caused by the active negligence, sole negligence, or
`willful misconduct of Customer.
`
`Streetline' s indemnity. Streetline shall defend Customer from and
`11. 2
`against any claim, suit, or action(" Claim") by a third party that is based
`upon an allegation that the Service as made available to the Customer by
`Streetline pursuant to this Agreement infringes or otherwise violates the
`intelledual property righu of such third party, and shall
`indemnify the
`Customer from and against any final award of damages or settlement
`amounu for release of liability from any such claim, suit, or adion. In
`addition, if a claim is made that the Service infringes a third party' s
`intellectual property rights, or if Streetline has reason to believe such a
`claim may be made, Streetline may replace or modify the Service to make
`it non- infringing, or procure a license for Customer under the rights
`allegedly infringed. If none of the options described in the preceding
`sentence is available to Streetline using commercially reasonable efforts,
`then Streetline may terminate this Agreement and refund to Customer a
`pro rata portion of the Fees paid in advance for use of the Service for the
`terminated portion of the Term. Streetline shall have no liability under this
`Section il with respect to:( a) any use or other exploitation of the Service
`other than in the form provided to Customer by Streetline hereunder,( b)
`any use or other exploitation of the Service not in compliance with this
`Agreement, Streetline' s written instructions, or applicable law, or( c) any
`combination of the Service with any software, hardware, technology, or
`materials not provided by Streetline ( a)—(
`c), collectively, " Excluded
`Uses"). Streetline shall defend, hold harmless, and indemnify Customeron
`any actions and from all claims arising out of the direct acts or omissions
`of Streetline, or iu authorized representatives, in the performance of its
`obligations under the terms of this agreement. Streetline shall not be
`liable for claims or damages arising out of the alleged acu or omissions of
`Customer or iu authorized representatives, including claims or damages
`arising out of alleged product defect failure or warranty claim.
`
`is seeking
`In the event Customer
`Indemnification Process.
`11. 3
`indemnification hereunder, Customer shall( a) provide prompt notice to
`Streetline of the commencement of the Claim for which indemnification
`is sought,( b) provide cooperetion to Streetline, and( c) allow Streetline to
`control the defense and settlement; provided, however, ( 1) Customer
`may, at its option and expense, participate with Streetline in the Claim and
`2) Streetline shall not settle such Claim without the prior written approval
`
`ATTY/ AG R/ 2014. 153/ ST R E ET LI N E
`
`REV: 08- 20- 14 VR
`
`Page 7 of 7
`
`

`

`Case 1:16-cv-00830-RGA Document 13-2 Filed 12/05/16 Page 9 of 10 PageID #: 556
`
`9CINAL
`
`AMENDMENT NO. 1
`
`THIS AMENDMENT No. 1 (
`this " Amendment) made this
`7day of
`2014 by and between the CITY OF REDWOOD CITY, a body corporate
`and politic (" City"), and STREETLINE, INC. (" Streetline").
`
`WHEREAS, the parties hereto entered into an Agreement dated August 27, 2014,
`Agreement") covering deployment of a Smart Parking Program in the City; and
`
`WHEREAS, the City and Streetline desire to modify the term of the Agreement in
`accordance with the terms and conditions contained herein.
`
`NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth
`and other good and valuable consideration, the parties hereto agree that the Agreement
`dated August 27, 2014 is hereby amended as follows:
`
`1.
`
`The box labeled "Term" in the Scope of Services( Exhibit A) shall be struck in
`its entirety and replaced with the following:
`
`30 months, commencing August 1, 2014 and ending on January 1, 2017
`Maturity Date").
`
`City shall have the right to terminate the Agreement at any time but in no
`event later than 120 days following the initial activation and full operation of
`Guided Enforcement(" GE Activation Date"), which GE Activation Date will be
`memorialized in a Project Acceptance Form, upon providing Streetline a
`minimum of 30 days prior written notice. If such early termination notice is
`not received by Streetline within 90 days following the GE Activation Date,
`the Agreement shall continue in full force and effect through the Maturity
`Date.
`
`2. All other terms, conditions and provisions of the Agreement shall remain in
`
`full force and effect.
`
`IN WITNESS WHEREOF the parties have executed this Amendment No. 1 on the
`date of execution by the last party to sign below (" Effective Date").
`
`Signature Page FollowsJ
`
`ATTY/ AGR/ 2014/ AMENDMENTS/ AMEND NO. 1 STREETLINE TIME
`
`REV: 12- 09- 14 VR
`
`Page 1 of 2
`
`

`

`Case 1:16-cv-00830-RGA Document 13-2 Filed 12/05/16 Page 10 of 10 PageID #: 557
`
`CITY OF REDWOOD CITY
`
`STREETLINE,'
`
`By:
`
`By:
`
`Name:
`
`i L l
`
`Name:
`
`y
`
`Title:
`
`lf '
`
`Title: C O
`
`Date: C /^
`Address:
`1017 Middlefield Road
`Redwood City, CA 94063
`
`Date:
`Address:
`393 Vintage Park Drive, Suite
`Foster City, CA 94404
`
`j
`
`i1
`
`I
`
`C
`
`At eSt:
`Silvia Vonde i de City
`
`I
`
`ATTY/ AGR/ 2014/ AMENDMENTS/ AMEND N0. 15TREETLINE TIME
`REV: 12- 09- 14 VR
`
`Page 2 of 2
`
`