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20-074 Right-Click Solutions, Inc. (Dba Rideamigos Corp.), Software-as-a-Service
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TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT
AGREEMENT BETWEEN THE CITY OF CUPERTINO AND
RIGHT-CLICK SOLUTIONS, INC. (D/B/A RIDEAMIGOS CORP.) FOR
SOFTWARE-AS-A-SERVICE
THIS AGREEMENT (“Agreement”), by and between the CITY OF CUPERTINO, a
California municipal corporation ("City" or “Customer), and Right-Click Solutions, Inc.
(d/b/a RideAmigos Corp.), a California corporation, located at 230 Pacific Street, Suite
202, Santa Monica, CA 90405 ("Software Provider" or “RideAmigos”) (collectively
referred to as the “Parties”).
RECITALS:
The following Recitals are a substantive portion of this Agreement:
A. City is a municipal corporation duly organized and validly existing under
the laws of the State of California.
B. Software Provider is specially trained, experienced, and competent to
perform the special services which will be required by this Agreement.
C. City and Software Provider desire to enter into an agreement for Software
Provider’s provision of software-as-a-service (SaaS) pertaining to City’s online systems.
Through this Agreement, Software Provider shall provide to City a subscription to the
RideAmigos commuter management platform and associated services. The full scope of
services covered by this agreement is described in the attached Exhibit A: Service Level
Agreement (the “SLA”).
NOW, THEREFORE, the Parties mutually agree as follows:
1. TERM
The term of this Agreement shall commence on the last date signed below
(“Effective Date”). The City’s Subscription Term for accessing and using the
Services under this Agreement shall be for a one-year period and shall commence
and end on the dates shown on an Order Form the City submits to Software
Provider. A template of the Order Form the City shall submit is attached as
Exhibit C (the “Order Form”) to this Agreement. The term of this Agreement
shall end on the “End of Subscription” date the City indicates on the Order Form
once that form is submitted to Software Provider, unless the Agreement is
terminated prior thereto under the provisions of Section 16, below. The City’s
appropriate department head or the City Manager may extend the Term through a
written amendment to this Agreement, provided such extension does not include
additional contract funds. Extensions requiring additional contract funds are
subject to the City’s purchasing policy. The Parties further agree to comply with
the terms set forth on the Order Form, attached hereto as Exhibit C (the “Order
Form”).
2. SCOPE OF SERVICES AND CONDITIONS THEREOF
Subject to the terms and conditions set forth in this Agreement, Software Provider
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shall perform each and every service to the schedule of performance set forth in
the SLA (collectively “Services”), as described below.
A. Responsibilities of Software Provider. Software Provider shall provide the
software services as further described in the SLA. The Services provided under
this Agreement shall include (a) any software, plug-ins, or extensions related to
the Services or upon which the Services are based including any and all updates,
upgrades, bug fixes, dot releases, version upgrades, or any similar changes that
may be made available to the Software Provider from time to time (the
“Software”), (b) any and all technical documentation necessary or use of the
Services, in hard copy form or online (the “Documentation”), (c) regular
maintenance of Software Provider’s system, and (d) other technology, user
interfaces, know-how, and other trade secrets, techniques, designs, inventions,
data, images, text, content, APIs, and tools provided in conjunction with the
Services.
B. Registration. Prior to using the Services, City shall identify the administrative
users for its account (“Administrators”). Each Administrator will be provided an
administrator ID and password.
C. Reservation of Rights and Data Ownership. City shall own all right, title, and
interest only in its data which data is delivered to RideAmigos and that is related
to the services provided by this contract. Software Provider shall not access City
user accounts or City data, except (1) as essential to fulfillment of the objectives
of this Agreement, (2) in response to service or technical issues, or (3) at City’s
written request.
D. Data Protection. In carrying out the Services, Software Provider shall endeavor
to protect the confidentiality of all confidential, non-public City data (“City
Data”) as follows:
1. Implement and maintain appropriate security measures to safeguard
against unauthorized access, disclosure, or theft of City Data in
accordance with recognized industry practice.
2. City Data shall be encrypted at rest and in transit with controlled access.
Unless otherwise stipulated, Software Provider is responsible for
encryption of the City Data.
3. Software Provider shall not use any City Data collected by it in connection
with the Service for any purpose other than fulfilling the obligations under
this Agreement.
E. Software Ownership. Software Provider owns the Services, Software,
Documentation, and any underlying infrastructure provided by Service Provider
in connection with this Agreement. City acknowledges and agrees that (a) the
Services, any Software, and Documentation are protected by United States and
international copyright, trademark, patent, trade secret, and other intellectual
property or proprietary rights laws, (b) Software Provider retains all right, title,
and interest (including, without limitation, all patent, copyright, trade secret, and
other intellectual property rights) in and to the Services, the Software, any
Documentation, any other deliverables, any and all related and underlying
technology and any derivative works or modifications of any of the foregoing,
including, without limitation, (c) the Software and access to the Services are
licensed on a subscription basis, not sold, and City acquires no ownership or other
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interest in or to the Services, the Software, or the Documentation other than the
license rights expressly stated herein, and (d) the Services are offered as an on-
line, hosted solution, and that City has no right to obtain a copy of the Services.
F. Restrictions. City agrees not to, directly or indirectly,: (i) modify, translate,
copy, or create derivative works based on the Service or any element of the
Software, (ii) interfere with or disrupt the integrity or performance of the Services
or the data contained therein or block or disrupt any use or enjoyment of the
Services by any third party, (iii) attempt to gain unauthorized access to the
Services or their related systems or networks or (iv) remove or obscure any
proprietary or other notice contained in the Services, including on any reports or
data printed from the Services.
G. Security Incident. Subject to the terms herein, in the event a data breach occurs
with respect to City Data, Software Provider shall immediately notify the
appropriate City contact by telephone in accordance with the agreed upon security
plan or security procedures if it reasonably believes there has been a security
incident. Software Provider shall (1) cooperate with City to investigate and
resolve the data breach, (2) promptly implement necessary remedial measures, if
necessary, and (3) document responsive actions taken related to the data breach,
including any post-incident review of events and actions taken to make changes in
business practices in providing the services, if necessary.
H. Notification of Legal Requests. Software Provider shall contact City upon
receipt of any electronic discovery, litigation holds, discovery searches, and
expert testimonies related to City Data. Software Provider shall not respond to
subpoenas, service of process, and other legal requests related to City without first
notifying City, unless prohibited by law from providing such notice. Access to
Security Logs and Reports. Software Provider shall provide reports to City in a
format as specified in the SLA agreed to by both Software Provider and City.
Reports shall include all relevant and available information regarding SLA
requirements. Software Provider shall make available upon request relevant
security logs and information for all City files related to this agreement.
I. Responsibilities and Uptime Guarantee. Software Provider shall be
responsible for the acquisition and operation of all hardware, software, and
network support related to the services being provided. The technical and
professional activities required for establishing, managing and maintaining the
environments are the responsibilities of Software Provider. The system shall be
available for City’s use on a 24/7/365 basis (with agreed-upon maintenance
downtime and/or any force majeure). The system uptime shall meet or exceed
99.9% outside of scheduled maintenance windows.
J. Subcontractor Disclosure. Software Provider shall identify all of its strategic
business partners related to services provided under this Agreement, including all
subcontractors or other entities or individuals who may be a party to a joint
venture or similar agreement with Software Provider, and who shall be involved
in any application development and/or operations.
K. Business Continuity and Disaster Recovery. Software Provider shall provide to
City a written business continuity and disaster recovery plan prior to or at the time
of execution of this agreement and shall ensure that it meets City’s recovery time
objective (RTO) of four (4) hours or less.
L. Compliance with Accessibility Standards. Software Provider shall comply with
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and adhere to the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101).
M. Web Services. Software Provider shall use Web services exclusively to interface
with City Data in near real time when possible.
N. Encryption of Data at Rest. Software Provider shall ensure hard drive
encryption consistent with validated cryptography standards as referenced in FIPS
140-2, Security Requirements for Cryptographic Modules for all personal data,
unless City approves the storage of personal data on Software Provider’s portable
device in order to accomplish work as defined in the statement of work.
3. COMPENSATION TO SOFTWARE PROVIDER
Software Provider shall be compensated for services performed pursuant to this
Agreement in a total amount not to exceed fifteen thousand dollars ($15,000.00).
The payments specified in this section shall be the only payments to be made to
Software Provider for services rendered pursuant to this Agreement. Software
Provider shall invoice City according to the following schedule of
milestones/deliverables:
Upon execution of this Agreement $ 15,000_______________
City shall pay Contractor within thirty (30) days after receipt of Service
Provider’s invoice. City shall return to Contractor any payment request
determined not to be a proper payment request as soon as practicable, but not later
than seven (7) days after receipt, and shall explain in writing the reasons why the
payment request is not proper.
4. TIME IS OF THE ESSENCE
Software Provider and City agree that time is of the essence regarding the
performance of this Agreement.
5. LICENSES; PERMITS; ETC.
Software Provider represents and warrants to City that it has all licenses, permits,
qualifications, and approvals of whatsoever nature which are legally required to
carry out the purposes of this Agreement.
6. ASSIGNMENTS. Software Provider may assign, sublease, or transfer this
Agreement, or any interest therein, to a third party with the prior written consent
of City. Such consent shall not be unreasonably withheld. City’s withholding of
consent shall be deemed reasonable if it appears that the intended assignee in
question is not financially or technically capable of performing Software
Provider’s obligations under this Agreement, or if City has reason to conclude
that the proposed assignee is otherwise incapable of fulfilling Software
Provider’s duties hereunder.
7. INDEPENDENT PARTIES
City and Software Provider intend that the relationship between them created by
this Agreement is that of independent contractor. No civil service status or other
right of employment will be acquired by virtue of Software Provider's services.
None of the benefits provided by City to its employees, including but not limited
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to unemployment insurance, workers' compensation plans, vacation, and sick
leave are available from City to Software Provider, its employees, or agents.
Software Provider is not a "public official" for purposes of Government Code §§
87200 et seq.
8. IMMIGRATION REFORM AND CONTROL ACT (IRCA)
Software Provider assumes any and all responsibility for verifying the identity
and employment authorization of all of his/her employees performing work
hereunder, pursuant to all applicable IRCA or other federal or state rules and
regulations. Software Provider shall indemnify and hold City harmless from and
against any loss, damage, liability, costs, or expenses arising from any
noncompliance of this provision by Software Provider.
9. NON-DISCRIMINATION
Consistent with City's policy prohibiting harassment and discrimination, Software
Provider agrees that neither it nor its employee or subcontractors shall harass or
discriminate against a job applicant, a City employee, or a citizen on the basis of
race, religious creed, color, national origin, ancestry, handicap, disability, marital
status, pregnancy, sex, age, sexual orientation, or any other protected class status.
Software Provider agrees that any and all violations of this provision shall
constitute a material breach of this Agreement.
10. INTELLECTUAL PROPERTY INDEMNIFICATION
Software Provider agrees to, at its expense, defend and/or settle any claim made
by a third party against City alleging that the City's use of the Services infringes
such third party’s United States patent, copyright, trademark, or trade secret (an
“IP Claim”), and pay those amounts finally awarded by a court of competent
jurisdiction against City with respect to such IP Claim.
11. DUTY TO INDEMNIFY AND HOLD HARMLESS
Subject to the Aggregate Liability Amount (defined below in Section 27),
Software Provider shall indemnify, defend, and hold harmless City and its
officers, officials, agents, employees, and volunteers from and against any and all
liability, claims, actions, causes of action, or demands for any personal injury to
or death or damage to property directly caused by the Software Provider and
expressly excluding where any such liability, claims, actions, causes of action, or
demands and/or loss arises as a result of the negligence or willful misconduct of
the City and/or its officers, officials, agents, employees, and volunteers. Such
costs and expenses shall include reasonable attorneys’ fees of counsel of City’s
choice, expert fees, and all other costs and fees of litigation.
Provider agrees to obtain executed indemnity agreements with provisions
identical to those set forth here in this Section 11 from each and every
subcontractor, or any other person or entity involved by, for, with, or on behalf of
Contractor in the performance of this Agreement. Failure of City to monitor
compliance with these requirements imposes no additional obligations on City
and will in no way act as a waiver of any rights hereunder.
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The provisions of this Section 11 survive the completion of the Services or
termination of this Agreement.
12. INSURANCE:
A. General Requirements. On or before the commencement of the term of this
Agreement, Software Provider shall furnish City with certificates showing the
type, amount, class of operations covered, effective dates, and dates of expiration
of insurance coverage in compliance with the requirements listed in Exhibit B.
Software Provider shall maintain in force at all times during the performance of
this Agreement all appropriate coverage of insurance required by this Agreement.
B. Subrogation Waiver. Software Provider agrees that in the event of loss due
to any of the perils for which it has agreed to provide comprehensive general and
automotive liability insurance, Software Provider shall look solely to its insurance
for recovery. Software Provider hereby grants to City, on behalf of any insurer
providing comprehensive general and automotive liability insurance to either
Software Provider or City with respect to the services of Software Provider
herein, a waiver of any right to subrogation which any such insurer of said
Software Provider may acquire against City by virtue of the payment of any loss
under such insurance.
13. RECORDS
Software Provider shall maintain internal records reflecting that the Services were
performed by Software Provider hereunder in accordance with customary
recordkeeping practices in the software development industry. Software Provider
shall provide free access to such records to the representatives of City or its
designee’s at all reasonable and proper times, and gives City the right to examine
and audit same, and to make transcripts therefrom as necessary. No such
examination and audit shall give City the right to access records relating to other
Software Provider customers. Such records shall be maintained for a period of
four (4) years after Software Provider receives final payment from City for all
services required under this Agreement.
14. NONAPPROPRIATION
This Agreement is subject to the fiscal provisions of the Cupertino Municipal
Code, and this Agreement will terminate without any penalty (a) at the end of any
fiscal year in the event that funds are not appropriated for the following fiscal
year, or (b) at any time within a fiscal year in the event that funds are only
appropriated for a portion of the fiscal year and funds for this Agreement are no
longer available. This Section shall take precedence in the event of a conflict with
any other covenant, term, condition, or provision of this Agreement.
15. NOTICES
All notices, requests, and approvals must be sent to the persons below in writing
to the persons below, and will be considered effective on the date of personal
delivery, the delivery date confirmed by a reputable overnight delivery service, on
the fifth (5th) calendar day after deposit in the United States Mail, postage
prepaid, registered or certified, or the next business day following electronic
submission:
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TO CITY:
City of Cupertino
10300 Torre Ave.
Cupertino CA 95014
Attention: Bill Mitchell
TO SOFTWARE PROVIDER:
Right-Click Solutions, Inc. (d/b/a RideAmigos Corp.)
230 Pacific Street, Suite 202
Santa Monica, CA 90405
Attention: CEO
16. TERMINATION
A. Basis for Termination. In the event Software Provider fails or refuses to
materially perform any of the provisions hereof at the time and in the manner
required hereunder, Software Provider shall be deemed in default in the
performance of this Agreement if Software Provider fails to cure same after
receipt of written notice and expiration of at least 30 days (or such longer period
of time as long as Software Provider is diligently addressing the alleged breach
and seeking to cure same). If Software Provider fails to cure the default within
the time specified and according to the requirements set forth herein , then in
addition to any other remedy available to the City by law, the City Manager or her
designee may terminate the Agreement by giving Software Provider written
notice thereof, which shall be effective immediately unless Software Provider
cures the breach within the applicable cure period.
B. Pro Rata Payments. City shall pay Software Provider for services
satisfactorily performed up to the effective date of termination. In such event, a
calculation of the amounts due shall be deemed correct as computed on a pro rata
basis with compensation provided for the period of service paid as a percentage of
the total contract amount.
C. Handling of City Data. In the event of a termination of this Agreement,
Software Provider shall implement an orderly return of City data in a CSV or
another mutually agreeable format at a time agreed to by the parties and the
subsequent secure disposal of City data. During any period of service suspension,
Software Provider shall not take any action to intentionally erase any City data for
a period of thirty (30) days after the effective date of termination, unless
authorized by City. City shall be entitled to any post-termination assistance
generally made available with respect to the Services; unless a unique data
retrieval arrangement has been established as part of the SLA. Software Provider
shall securely dispose of all requested data in all of its forms, including disk,
CD/DVD, backup tape, and paper, when requested by City. Data shall be
permanently deleted and shall not be recoverable, according to National Institute
of Standards and Technology (NIST)-approved methods. Certificates of
destruction shall be provided to City.
17. WARRANTY AND WARRANTY DISCLAIMER
Software Provider warrants that, (i) the Services shall be provided in a diligent,
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professional, and workmanlike manner and all in accordance with reasonable
industry standards, (ii) the Services provided under this Agreement do not
infringe or misappropriate any intellectual property rights of any third party, and
(iii) the Services shall substantially perform in all material respects as described in
the SLA. In the event of any material breach of section (iii), above, which
material breach is not cured 30 days after written notice to RideAmigos, then
Software Provider shall, as its sole liability and as City’s sole remedy, repair or
replace the Services that are subject to the warranty claim at no cost to City, or if
Software Provider is unable to repair or replace, then it will refund the applicable
pro rata amount of any pre-paid fees for services not rendered. Except for the
warranty described in this section, the Services are provided without warranty of
any kind, express or implied, including, but not limited to, the implied warranties
or conditions of design, merchantability, fitness for a particular purpose, and any
warranties of title and non-infringement.
18. COMPLIANCE
Software Provider shall comply with all state or federal laws and all ordinances,
rules, policies, and regulations enacted or issued by City.
19. CONFLICT OF LAW
This Agreement shall be interpreted under, and enforced by the laws of the State
of California excepting any choice of law rules which may direct the application
of laws of another jurisdiction. Any suits brought pursuant to this Agreement
shall be filed with the Superior Court for the County of Santa Clara, State of
California.
20. ADVERTISEMENT
Customer agrees that RideAmigos may identify Customer as a subscriber and
customer. RideAmigos may use Customer’s name in RideAmigos’s marketing
materials. RideAmigos may also use Customer’s logo (the “Marks”) in marketing
materials, provided that RideAmigos has obtained Customer’s consent in
connection with any such marketing materials use. Upon receipt of Customer’s
consent in connection with any such marketing materials use, RideAmigos may
use the Marks only in compliance with this Agreement and only in compliance
with Customer’s intellectual property policy, provided that a copy of same is
timely delivered to RideAmigos.
21. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or
nature whatsoever between the Parties, and all preliminary negotiations and
agreements of whatsoever kind or nature are merged herein. No verbal agreement
or implied covenant shall be held to vary the provisions hereof. Any modification
of this Agreement will be effective only by written execution signed by both City
and Software Provider. In the event that any Service Level Agreement, Exhibit,
associated instrument, or agreement executed by the Parties in conjunction with
this Agreement or prior thereto contains a term that conflicts with the terms of this
Agreement, the terms of this Agreement shall govern and supersede any other
document or Exhibit.
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22. AUTHORITY
The individual(s) executing this Agreement represent and warrant that they have
the legal capacity and authority to do so on behalf of their respective legal
entities.
23. SUBSCRIPTION RIGHTS. Subject to the terms herein, RideAmigos hereby
grants to Customer a limited, non-exclusive, non-transferable, terminable and
non-sublicensable subscription and limited right to use the Platform (as defined
below) in accordance with and subject to the terms of this Agreement. Only
Authorized Users (as defined in the Order Form) may use the Services. Passwords
and access to the Platform may never be shared among users. If Customer’s
subscription under an Order Form terminates, all Authorized Users shall, at the
time of such termination, no longer have access to the Platform. For purposes of
this Agreement, the “Platform” means any website or mobile experience that is
provided and/or otherwise delivered by RideAmigos for the primary purpose of
transportation solutions.
24. TAXES. Customer shall be responsible to timely file and pay any and all
applicable foreign, federal, state and/or local taxes (including any and all
withholding taxes, sales taxes, services taxes, taxes relating to any
CommuteRewards (if applicable and as explained herein) and/or duties as are now
imposed or as may hereinafter at any time be imposed by any government entity,
agency or collecting agency based on the Services except only for those taxes
based on the net income of RideAmigos.
25. PROPRIETARY RIGHTS.
a. RideAmigos shall retain at all times all worldwide rights in the intellectual
property in and on the Platform, its “look and feel,”, its color combinations,
layout, and all other elements (including graphical), and the copyrights and
other rights in and to its content. The Platform is copyrighted, trademarked,
and/or otherwise protected, and owned or licensed by RideAmigos
exclusively and the Customer’s rights, as they are, are only set forth in this
Agreement. Except as expressly stated in or on the Platform, this Agreement
and/or the Order Form, nothing contained on or within the Platform may be
copied, reproduced, modified, distributed, transmitted, republished, displayed
or performed without the prior written consent of RideAmigos in each
instance. Except as expressly set forth herein, nothing in this Agreement
grants Customer or any Authorized User an express or implied right to use,
license or sublicense any RideAmigos intellectual property. Notwithstanding
the forgoing, the City may use and share screenshots of the Platform and user
reports downloaded from the Platform.
b. RideAmigos may, in its sole discretion, change, modify, upgrade or
discontinue any aspect or feature of the Platform in whole or in part,
including, without limitation, the content. Such changes, upgrades,
modifications, additions or deletions will be effective immediately upon
notice thereof, which notice may be made by posting such changes to the
Platform.
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c. RideAmigos reserves at all times the exclusive right to monitor use of the
Platform and reserves the right, without notice, to permanently revoke and/or
deny access to the Platform to any Customer or Customer’s Authorized
User(s) if the Customer breaches the Agreement . Access of the Platform
beyond that of normal patterns of use or that suggests abuse of the Platform,
as same is determined by RideAmigos in all instances, may result in
immediate and permanent revocation or denial of access to the Platform in
RideAmigos’s sole discretion.
d. Customer shall never reverse engineer, decompile, disassemble, or work
around technical limitations in the Platform. Customer shall also never
license, sublicense, rent, lease, lend, resell, transfer, assign and/or host the
Platform, or any portion thereof, to or for third parties or persons.
e. RideAmigos shall be permitted to keep one copy of all Confidential
Information (after deleting all personally identifiable information) for, among
other things, quality assurance, audits, analysis, demonstrations, evidence of
performance and/or related purposes.
The provisions of this Section survive the completion of the Services or
termination of this Agreement.
26. CONFIDENTIAL INFORMATION. Each Party agrees to preserve as
confidential and hold in trust for the benefit of the other Party all Confidential
Information (defined below) learned in connection with or related to this
Agreement and/or RideAmigos’s engagement. Each Party will not directly or
indirectly use or disclose Confidential Information outside the scope of Services
or the delivery of the Deliverables of the other Party, regardless of why this
Agreement ended. “Confidential Information” includes the Services, the
Deliverables, source code, library code, object code, know-how, deliverables,
trade secrets, tech pack data and instructions, technical data, processes, designs,
collection plans, graphic designs, production schedules, sourcing, marketing
plans, designs and themes, inventions, discoveries, applications, business plans,
pricing and other financial information, computer software designs and systems,
routines and sub-routines, market studies, billing rates, employee pay rates,
processing techniques, personally identifiable information, all intellectual
property rights, and any other documents, materials and/or information (in any
and all mediums) that the either Party maintains in confidence. If either Party
requests, the non-requesting Party shall promptly return to the requesting Party or
permanently destroy, or irretrievably delete and verify same in writing, as
specified by the requesting Party, all of the requesting Party’s Confidential
Information, together with all copies, extracts, notes or summaries thereof.
Notwithstanding the foregoing, Confidential Information is subject to disclosure
in response to any California Public Records Act request, where responsive to that
request and not otherwise exempt or privileged.
a) Notwithstanding the foregoing, it is agreed and understood that Customer shall at
all times retain exclusive ownership of its proprietary and related data and
information, including that which is in connection with the Platform and/or
RideAmigos’ services and said data and/or information of Customer may be used
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by Customer in its discretion at any time, including during and/or after
termination of this Agreement.
b) This Agreement shall not in any way restrict RideAmigos from directly or
indirectly offering the same or similar services to any third party or person,
including any affiliate and/or sister company of Customer.
c) RideAmigos shall be permitted to keep one copy of all Confidential Information
(after deleting all personally identifiable information) for, among other things,
quality assurance, audits, analysis, demonstrations, evidence of performance
and/or related purposes.
The provisions of this Section survive the completion of the Services or
termination of this Agreement.
27. LIMITATION. IN NO EVENT SHALL RIDEAMIGOS BE LIABLE FOR: (I)
ANY DAMAGES OR LOSSES ARISING FROM ANY FRAUD AND/OR
NEGLIGENCE OF ANY THIRD PARTY OR PERSON (INCLUDING ANY
END USER) AND/OR (II) ANY DAMAGES FOR LOSS OF PROFITS, LOSS
OF BUSINESS, INTERRUPTION OF BUSINESS, OR FOR ANY PUNITIVE,
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF
ANY KIND OR OTHER ECONOMIC LOSS ARISING FROM OR RELATING
TO THIS AGREEMENT OR THE RENDERING OF SERVICES OR
DELIVERING THE DELIVERABLES, EVEN IF RIDEAMIGOS HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER
CAUSED. SUBJECT TO THE TERMS HEREIN, INCLUDING
CONCERNING ANY FRAUD OF ANY THIRD PARTY OR PERSON
(WHERE RIDERAMIGOS SHALL ASSUME NO LIABILITY OR
RESPONSIBILITY WHATSOEVER), RIDEAMIGOS’S
AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT IN ANY
EVENT, UNDER ANY THEORY OF LAW AND/OR AT ANY TIME EXCEED
THE AMOUNT OF THE INSURANCE PAYMENT (IF ANY) ACTUALLY
RECEIVED BY RIDEAMIGOS FOR ANY APPLICABLE CLAIM RELATING
TO ANY LOSSES AND/OR DAMAGES AS CONTEMPLATED HEREIN
(SUCH CAPPED AMOUNT, THE “AGGREGATE LIABILITY AMOUNT”).
The provisions of this Section survive the completion of the Services or
termination of this Agreement.
28. COMMUTE REWARDS. If Customer now or hereinafter uses
“CommuteRewards” (defined below), then Customer agrees that RideAmigos
shall not at any time accept or otherwise assume any liability or responsibility
whatsoever arising from any person creating multiple accounts, including under
different email addresses or otherwise. RideAmigos provides an approval system
which allows Customer to approve or deny rewards on an individual basis and
Customer agrees to exclusively assume all liability and/or responsibility
concerning same. For purposes of this Agreement, CommuteRewards means any
program or reward-fulfillment process, branded CommuteRewards, Commute
Rewards, or otherwise, in which RideAmigos facilitates the distribution of an e-
Gift Card, a non-profit donation and/or any other physical or digital item supplied
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as a reward or incentive to a recipient
The provisions of this Section survive the completion of the Services or
termination of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed.
SOFTWARE PROVIDER
Right-Click Solutions, Inc. (d/b/a
RideAmigos Corp.)
By ___________________
Title ___________________
Date __________________
CITY OF CUPERTINO
A Municipal Corporation
By ___________________
Title ___________________
Date __________________
☐ Over $175,000- Council
Approval Required
☐ Over $45,000- Department
Head Approval Required
☐ Up to $45,000- Designated
Supervisor Approval Required
RECOMMENDED FOR
APPROVAL
________________________
Name, Title
APPROVED AS TO FORM:
_________________________
City Attorney
Heather M. Minner
ATTEST:
__________________________
City Clerk
Exhibits:
Exhibit A: Service Level Agreement
Exhibit B: Insurance Requirements and Proof of Insurance
Exhibit C: Order Form
Soren Eilertsen
CEO
06/30/20
Heather M. Minner
Sustainability Manager
Bill Mitchell
CTO
07/01/20
07/01/20
Contract No. ________
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Exhibit A: Service Level Agreement (“SLA”)
I. HOSTING SERVICES
RideAmigos shall provide a reasonable complement of internet hosting services (the “Hosting Services”) as set forth
in this Exhibit for the Platform. Subject to Force Majeure (defined below), RideAmigos shall use reasonable efforts
to include the following in the Hosting Services:
1. Dedicated servers with geo-isolated fail-over/backup secure data centers;
2. 99.9% up-time of the Platform and all Sub-Sites;
3. Reasonable server monitoring and maintenance;
4. Reasonable application upgrades and maintenance with reasonable advance notice to System
Administrators; and
5. Overall performance of the Platform and all Services that meets industry standards for similar consumer-
facing online services with similar volume and data demands.
II. SUPPORT SERVICES
RideAmigos shall provide reasonable support services (the “Support Services”) as set forth in this Exhibit. Subject
to a Force Majeure, RideAmigos shall use reasonable efforts to include the following the Support Services and
subject to Force Majeure:
1. Reasonable system upgrades, which include minor RideAmigos feature enhancements (as determined by
RideAmigos) and minimal in scope (as determined by RideAmigos);
2. Reasonable customer support after ticket submission by Customer;
3. Reasonable training for any new administrators of Customer;
4. Reasonable training updates; and
5. Reasonable technical assistance between 8 a.m. and 5 p.m. EST during business days.
III. FORCE MAJEURE
Notwithstanding anything to the contrary contained herein and/or in any other writing (including the Agreement
and/or any other Exhibit) and except for the timely payment of all monies due and payable to RideAmigos as
contemplated under the Subscription Agreement for services actually rendered (which shall not be subject to a Force
Majeure), neither party hereto shall be responsible for any failure to perform its responsibilities and/or obligations
under this Agreement and/or any Exhibit if such failure is caused by a Force Majeure. For purposes of this
Agreement and all Exhibits, “Force Majeure” means and includes any and all acts of God, natural disasters, war,
acts of terrorism, embargoes, strikes, revolutions, lack or failure of transportation facilities, lack or failure of utilities
or third party systems, laws or governmental regulations or other causes or events outside of the control of the
parties. Obligations hereunder, however, shall in no event be excused but shall be suspended (as reasonably
determined by the parties) only until the cessation of any cause of such failure.
Contract No. ________
Page 14 of 17
Exhibit B: Insurance Requirements and Proof of Insurance
Proof of insurance coverage described below is attached to this Exhibit, with City named as
additional insured.
1. MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES
Additional Insureds:
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and
volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s
Commercial General Liability and Cyber Liability policies. General Liability coverage can be
provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form
CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used).
Primary Coverage:
Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-
insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of
Software Provider’s insurance and shall not contribute to it.
Notice of Cancellation:
Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except
with written notice to City 30 days in advance or 10 days in advance if due to non-payment of
premiums.
Workers' Compensation:
As required by the State of California, with Statutory Limits and Employer’s Liability Insurance
of no less than $1,000,000 per occurrence for bodily injury or disease.
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of
City for all work performed by Software Provider, its employees, agents, and subconsultants.
General Liability:
For bodily injury, property damage, personal injury liability for premises operations, products
and completed operations, contractual liability, and personal and advertising injury with
limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate
limit applies, either the general aggregate limit shall apply separately to this project/location
(ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit.
a. It shall be a requirement that any available insurance proceeds broader than or in
excess of the specified minimum insurance coverage requirements and/or limits shall
be made available to the Additional Insured and shall be (i) the minimum
coverage/limits specified in this agreement; or (ii) the broader coverage and maximum
limits of coverage of any insurance policy, whichever is greater.
Contract No. ________
Page 15 of 17
b. Additional Insured coverage under Software Provider’s policy shall be "primary
and non-contributory," will not seek contribution from City’s insurance/self-
insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13).
c. The limits of insurance required may be satisfied by a combination of primary
and umbrella or excess insurance, provided each policy complies with the
requirements set forth in this Agreement. Any umbrella or excess insurance shall
contain or be endorsed to contain a provision that such coverage shall also apply on a
primary basis for the benefit of City before the City’s own insurance or self-insurance
shall be called upon to protect City as a named insured.
Automobile Liability
ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no
less than $1,000,000 per accident for bodily injury and property damage.
Cyber Liability:
Insurance, with limits not less than:
$2,000,000 each occurrence
$2,000,000 aggregate - all other
Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by
Software Provider in this Agreement and shall include, but not be limited to, claims involving
infringement of intellectual property, including but not limited to infringement of copyright,
trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction
of electronic information, release of private information, alteration of electronic information,
extortion, and network security. The policy shall provide coverage for breach response costs as
well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient
to respond to these obligations.
If the Software Provider maintains broader coverage and/or higher limits than the minimums
shown above, the City requires and shall be entitled to the broader coverage and/or higher limits
maintained by the Software Provider. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the City.
2. ABSENCE OF INSURANCE COVERAGE.
City may direct Software Provider to immediately cease all activities with respect to this
Agreement if it determines that Software Provider fails to carry, in full force and effect, all
insurance policies with coverages at or above the limits specified in this Agreement. At the
City’s discretion, under conditions of lapse, City may purchase appropriate insurance and
charge all costs related to such policy to Software Provider.
3. PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION.
A Certificate of Insurance, on an Accord form, and completed coverage verification shall be
provided to City by each of Software Provider's insurance compa nies as evidence of the
Contract No. ________
Page 16 of 17
stipulated coverages prior to the Commencement Date of this Agreement, and annually
thereafter for the term of this Agreement. All of the insurance companies providing insurance
for Software Provider shall be licensed to do insurance business in the State of California and
shall have, and provide evidence of, a Best Rating Service rate of A:VII or above.
4. SUBCONTRACTORS
Software Provider shall require and verify that all subconsultants maintain insurance that meet
the requirements of this Contract, including naming the City as an additional insured on
subconsultant’s insurance policies.
5. HIGHER INSURANCE LIMITS
If Software Provider maintains broader coverage and/or higher limits than the minimums shown
above, City shall be entitled to coverage for the higher insurance limits maintained by Software
Provider .
6. ADEQUACY OF COVERAGE
City reserves the right to modify these insurance requirements/coverage based on the nature of
the risk, prior experience, insurer or other special circumstances, with not less than ninety (90)
days prior written notice.
Contract No. ________
Page 17 of 17
Exhibit C: Order Form
(Consistent with Section 1 of this Agreement, the City will submit a completed version of this Order Form to Software Provider after it
determines when the City’s Subscription Term will begin).
Contact information
Customer: City of Cupertino LDC OID:
Address: 10300 Torre Avenue, Cupertino, CA 95014
Phone: 408-777-3200
Billing contact:
Address:
Phone:
Order number (if available): _
More contact information for the customer:
Name/position: Nidhi Mathur, Innovation Technology Applications
Manager
Address: 10300 Torre Avenue, Cupertino, CA 95014
E-Mail: NidhiM@Cupertino.org
ACH/WIRE contact information for the customer:
Phone:
E-Mail:
RideAmigos:
Customer support: Phone
Email: grant@rideamigos.com
Legal notices
Attn: Legal Department, Right-Click Solutions, Inc. (d/b/a RideAmigos Corp.)
230 Pacific Street, Suite 202. Santa Monica, CA 90405
Phone: (516) 864-3189
Email: jeff@rideamigos.com
A. Summary of Agreement and Fees:
1. System Administrator:
(name, title, email, phone)
Andre Duurvoort, Sustainability Manager, AndreD@Cupertino.org, (408) 777-3362
2. Authorized Users:
(Description of users authorized by
the customer)
All of the City of Cupertino’s employees (full and part time).
3. Locations: 1 Cupertino, CA
5. Subscription term:
6. Fees, payment date, and maximum
number of authorized users:
Subscription fees
Payment date Maximum number of
authorized users
Service fee
$15,000/Annual
Net 30
1000 N/A
7. Miscellaneous:
By signing this Order Form, Customer and RideAmigos each confirm that they have read, understand and agree to all of the provisions set
out in this Order Form, the Agreement and all of the documents incorporated therein by reference.
Right-Click Solutions, Inc. (d/b/a RideAmigos Corp.) Customer:
By:
Name:
Position:
Date:
By:
Name:
Position:
Date:
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ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
INSR ADDL SUBR
LTR INSD WVD
PRODUCER CONTACT
NAME:
FAXPHONE
(A/C, No):(A/C, No, Ext):
E-MAIL
ADDRESS:
INSURER A :
INSURED INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY)
AUTOMOBILE LIABILITY
UMBRELLA LIAB
EXCESS LIAB
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $
DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence)
MED EXP (Any one person)$
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $
PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT
OTHER:$
COMBINED SINGLE LIMIT
$(Ea accident)
ANY AUTO BODILY INJURY (Per person)$
OWNED SCHEDULED
BODILY INJURY (Per accident)$AUTOS ONLY AUTOS
HIRED NON-OWNED PROPERTY DAMAGE
$AUTOS ONLY AUTOS ONLY (Per accident)
$
OCCUR EACH OCCURRENCE
CLAIMS-MADE AGGREGATE $
DED RETENTION $
PER OTH-
STATUTE ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below
INSURER(S) AFFORDING COVERAGE NAIC #
COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
COVERAGES CERTIFICATE NUMBER:REVISION NUMBER:
CERTIFICATE HOLDER CANCELLATION
© 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03)
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
$
$
$
$
$
The ACORD name and logo are registered marks of ACORD
2/20/2020
(914) 683-3990
25674
Ride Amigos
Right-Click Solutions Inc.
230 Pacific Street #202
Santa Monica, CA 90405
25682
25658
XXXXXX
A 1,000,000
X ZLP12R13322 1/10/2020 1/10/2021 1,000,000
10,000
1,000,000
2,000,000
2,000,000
1,000,000B
BA9J628328 1/10/2020 1/10/2021
2,000,000C
CUP-3L930256-20 1/10/2020 1/10/2021 2,000,000
10,000
D E&O/Profess Liab W217B5200301 1/10/2020 Per Claim 2,000,000
D E&O/Profess Liab W217B5200301 1/10/2020 1/10/2021 Aggregate 3,000,000
Per policy terms and conditions and only if required by a written contract, The City of Cupertino, its City Council, officers, officials, employees, agents,
servants and volunteers, are included as additional insureds for liability per endorsement number CG D4 17 01 12.
City of Cupertino
10300 Torre Ave.
Cupertino, CA 95014
RIDEAMI-01 ALISONGREEN
NFP Property & Casualty Services, Inc.
707 Westchester Avenue
Suite 201
White Plains, NY 10604
Travelers Property Casualty Company of America
Travelers Indemnity Company of Connecticut
Travelers Indemnity Company
Lloyds Syndicate 2623 (Beazley Furlonge Limited)
1/10/2021
X
X
X X
X
X
X
RideAmigos Software-as-a-Service v13
Final Audit Report 2020-07-01
Created:2020-06-30
By:Marilyn Monreal (Marilynm@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAA28r0r2hbXN2mjrq_U8LuObZSXQjGWeQ5
"RideAmigos Software-as-a-Service v13" History
Document created by Marilyn Monreal (Marilynm@cupertino.org)
2020-06-30 - 9:14:38 PM GMT- IP address: 69.181.1.100
Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval
2020-06-30 - 9:28:40 PM GMT
Document approved by Araceli Alejandre (aracelia@cupertino.org)
Approval Date: 2020-06-30 - 9:31:35 PM GMT - Time Source: server- IP address: 24.23.184.82
Document emailed to Soren Eilertsen (soren@rideamigos.com) for signature
2020-06-30 - 9:31:37 PM GMT
Email viewed by Soren Eilertsen (soren@rideamigos.com)
2020-06-30 - 10:10:52 PM GMT- IP address: 74.125.209.49
Document e-signed by Soren Eilertsen (soren@rideamigos.com)
Signature Date: 2020-06-30 - 10:12:24 PM GMT - Time Source: server- IP address: 172.91.69.110
Document emailed to Heather M. Minner (minner@smwlaw.com) for signature
2020-06-30 - 10:12:26 PM GMT
Email viewed by Heather M. Minner (minner@smwlaw.com)
2020-06-30 - 11:01:17 PM GMT- IP address: 45.41.142.160
Document e-signed by Heather M. Minner (minner@smwlaw.com)
Signature Date: 2020-06-30 - 11:02:00 PM GMT - Time Source: server- IP address: 52.39.49.65
Document emailed to Andre Duurvoort (andred@cupertino.org) for signature
2020-06-30 - 11:02:04 PM GMT
Email viewed by Andre Duurvoort (andred@cupertino.org)
2020-06-30 - 11:09:36 PM GMT- IP address: 104.47.44.254
Email viewed by Andre Duurvoort (andred@cupertino.org)
2020-07-01 - 5:08:53 PM GMT- IP address: 104.47.44.254
Document e-signed by Andre Duurvoort (andred@cupertino.org)
Signature Date: 2020-07-01 - 5:11:21 PM GMT - Time Source: server- IP address: 73.202.3.52
Document emailed to Bill Mitchell (billm@cupertino.org) for signature
2020-07-01 - 5:11:23 PM GMT
Email viewed by Bill Mitchell (billm@cupertino.org)
2020-07-01 - 5:28:12 PM GMT- IP address: 104.47.46.254
Document e-signed by Bill Mitchell (billm@cupertino.org)
Signature Date: 2020-07-01 - 5:28:51 PM GMT - Time Source: server- IP address: 73.63.193.45
Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature
2020-07-01 - 5:28:54 PM GMT
Email viewed by Kirsten Squarcia (kirstens@cupertino.org)
2020-07-01 - 5:43:32 PM GMT- IP address: 104.47.44.254
Document e-signed by Kirsten Squarcia (kirstens@cupertino.org)
Signature Date: 2020-07-01 - 5:43:44 PM GMT - Time Source: server- IP address: 148.64.105.190
Signed document emailed to cyrahc@cupertino.org, Heather M. Minner (minner@smwlaw.com), Bill Mitchell
(billm@cupertino.org), Soren Eilertsen (soren@rideamigos.com), and 4 more
2020-07-01 - 5:43:44 PM GMT
