2022/08/01 Fifth Asset, Inc. DBA Debtbook DebtBook will provide Customer with the Implementation Services. DebtBook will also provide Customer with the Support Services throughout the Term.ORDER FORM
Fifth Asset, Inc., d/b/a DebtBook (“DebtBook”) is pleased to provide City of Menifee, CA (“Customer”) with the
Services subject to the terms established in this Order Form. This Order Form may be modified or replaced
from time to time by a subsequent Order Form duly executed and delivered by each party in connection with any Renewal Term.
The Services are subject to DebtBook’s General Terms & Conditions (the “Terms & Conditions”), which have
been provided to Customer, and the Incorporated Documents referenced in the Terms & Conditions. Each
capitalized term used but not defined in this Order Form has the meaning given in the Terms & Conditions.
Order Details
Effective Date: 8/1/2022
Initial Term End Date: 7/31/2022
Initial Pricing Tier: Tier 1
Billing Frequency: Annually
Payment Terms: Net 30
Services. Subject to the terms described in this Order Form, DebtBook will grant Customer access to the
Application Services during the Initial Term described above and, if applicable, each subsequent Renewal Term.
As part of the initial implementation and onboarding process, DebtBook will provide Customer with the
Implementation Services. DebtBook will also provide Customer with the Support Services throughout the Term.
Fees. DebtBook will charge Customer (1) a one-time Implementation Fee for its initial Implementation Services
and (2) a recurring Subscription Fee for Customer’s ongoing access to the Application Services and Support
Services.
Generally, DebtBook sets Fees using its standard pricing schedule for the Services based on the Customer’s
applicable Pricing Tier, which is based on the total number and amount of debt and lease obligations
outstanding at the time of determination. The Initial Pricing Tier indicated above is based on Customer’s good
faith estimate of its total number and amount of debt and lease obligations currently outstanding and will not
change during the Initial Term, regardless of (1) the actual number or amount of the Customer’s debt and lease
obligations implemented as part of the Implementation Services or (2) any changes during the Initial Term to
Customer’s debt and lease obligations.
Billing. Unless otherwise provided in the Customer Terms, all Fees will be due and payable in advance on the
terms indicated above, and each invoice will be emailed to the Customer’s billing contact indicated below.
Renewal Term. The Initial Term is subject to renewal on the terms set forth in the Terms & Conditions. The
pricing tier applicable for each Renewal Term will be determined based on the aggregate number and amount
of the Customer’s debt and lease obligations outstanding at the time of renewal.
Termination. The Agreement is subject to early termination on the terms set forth in the Terms & Conditions.
Entire Agreement. By executing this Order Form, each party agrees to be bound by (1) this Order Form, (2) the
Terms & Conditions, (3) the Incorporated Documents, and (4) any Customer Terms.
This Order Form, the Customer Terms, the Terms & Conditions, and the Incorporated Documents constitute the
complete “Agreement” between the parties and supersede any prior discussion or representations regarding
the Customer’s purchase and use of the Services.
Intellectual Property. Except for the limited rights and licenses expressly granted to Customer under this Order
Form and the Terms & Conditions, nothing in the Agreement grants to Customer or any third party any
intellectual property rights or other right, title, or interest in or to the DebtBook IP.
Important Disclaimers & Limitations. EXCEPT FOR THE WARRANTIES SET FORTH IN THE TERMS &
CONDITIONS, DEBTBOOK IP IS PROVIDED “AS IS,” AND DEBTBOOK DISCLAIMS ALL WARRANTIES, WHETHER
EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF
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MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. IN ADDITION, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES’ LIABILITIES UNDER THE AGREEMENT ARE LIMITED
AS SET FORTH IN THE TERMS & CONDITIONS.
Notices. Any Notice delivered under the Agreement will be delivered to the address below each party’s
signature below.
Authority; Execution. Each of the undersigned represents that they are authorized to (1) execute and deliver this Order Form on behalf of their respective party and (2) bind their respective party to the terms of the
Agreement. This Order Form and any other documents executed and delivered in connection with the
Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. To the extent permitted by applicable law, electronic
signatures may be used for the purpose of executing the Order Form by email or other electronic means. Any
document delivered electronically and accepted is deemed to be “in writing” to the same extent and with the
same effect as if the document had been signed manually.
FIFTH ASSET, INC., D/B/A DEBTBOOK
By: Name: Tyler Traudt
Title: CEO
CITY OF MENIFEE, CA
By: Name:
Title:
Notice Address
300 W. Summit Avenue, Suite 110
Charlotte, NC 28203
Attention: Chief Executive Officer
tyler.traudt@debtbook.com
Notice Address
29844 Haun Rd
Menifee, CA 92586
Billing Contact
Same as above
Approved as To Form:
___________________________________________________
Jeffrey T. Melching, City Attorney
Attest:
___________________________________________________
Stephanie Roseen, Acting City Clerk
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Armando G. Villa
City Manager
DEBTBOOK’S GENERAL TERMS & CONDITIONS
Please carefully read these General Terms and Conditions (these “Terms & Conditions”) which govern the
Customer’s access and use of the Services described in the Order Form.
By executing the Order Form and using any of the Services, the Customer agrees to be bound by these Terms.
1. Definitions.
“Aggregated Statistics” means data and information related to Customer’s use of the Services that is
used by DebtBook in an aggregate and anonymized manner, including statistical and performance information related to the Services.
“Agreement” means, collectively and to the extent applicable, the Order Form, any Customer Terms,
these Terms & Conditions, and the Incorporated Documents, in each case as may be amended from time to
time in accordance with their terms.
“Application Services” means DebtBook’s debt and lease management software-as-a-service
application.
“Appropriate Security Measures” means, collectively, commercially reasonable technical and physical
controls and safeguards intended to protect Customer Data against destruction, loss, unauthorized disclosure,
or unauthorized access by employees or contractors employed by DebtBook.
“Authorized User” means any of Customer’s employees, consultants, contractors, or agents who are
authorized by Customer to access and use any of the Services.
“Customer” means the person or entity purchasing the Services as identified in the Order Form.
“Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any
form or medium, that is transmitted by or on behalf of Customer or an Authorized User through the Services.
“Customer Terms” means any terms or agreements provided by Customer and applicable to the
Services but only to the extent such terms or agreements are expressly referenced and incorporated into the
Order Form. For the avoidance of doubt, “Customer Terms” does not include any purchase order or similar
document generated by Customer unless such document is expressly referenced and incorporated into the
Order Form.
“DebtBook” means Fifth Asset, Inc., d/b/a DebtBook, a Delaware corporation, and its permitted
successor and assigns.
“DebtBook IP” means (1) the Services, Documentation, and Feedback, including all ideas, concepts,
discoveries, strategies, analyses, research, developments, improvements, data, materials, products,
documents, works of authorship, processes, procedures, designs, techniques, inventions, and other intellectual
property, whether or not patentable or copyrightable, and all embodiments and derivative works of each of the
foregoing in any form and media, that are developed, generated or produced by DebtBook arising from or
related to the Services, Documentation, or Feedback; and (2) any intellectual property provided to Customer or
any Authorized User in connection with the foregoing other than Customer Data.
“Documentation” means DebtBook’s end user documentation and content, regardless of media,
relating to the Services made available from time to time on DebtBook’s website at
https://support.debtbook.com.
“Feedback” means any comments, questions, suggestions, or similar feedback transmitted in any
manner to DebtBook, including suggestions for new features, functionality, or changes to the DebtBook IP.
“Governing State” means, if Customer is a governmental entity, the state in which Customer is located.
Otherwise, “Governing State” means the State of North Carolina.
“Implementation Services” means onboarding and implementation services, including entry of
relevant data, as necessary to make the Application Services available to the Customer during the Initial Term.
“Incorporated Documents” means, collectively, the Privacy Policy, the Documentation, the SLA, and
the Usage Policy, as each may be updated from time to time in accordance with their terms. The Incorporated
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Documents, as amended, are incorporated into these Terms & Conditions by this reference. Current versions of the Incorporated Documents are available at https://www.debtbook.com/legal.
“Initial Term” means the Initial Term of the Services beginning on the Effective Date and ending on the
Initial Term End Date, as established in the Order Form.
“Order Form” means (1) the order document executed and delivered by DebtBook and Customer for
the Initial Term or (2) to the extent applicable, any subsequent order document executed and delivered by
DebtBook and Customer for any Renewal Term, including, in each case, any applicable Order Form Supplement.
“Order Form Supplement” means any Order Form Supplement expressly referenced and incorporated
by reference into any Order Form.
“Privacy Policy” means, collectively, DebtBook’s privacy policy and any similar data policies generally
applicable to all users of the Application Services, in each case as posted to DebtBook’s website and as
updated from time to time in accordance with their terms.
“Renewal Term” means any renewal term established in accordance with the terms of the Agreement.
“Services” means, collectively, the Application Services, the Implementation Services, and the Support
Services.
“SLA” means the Service Level Addendum generally applicable to all users of the Application Services,
as posted to DebtBook’s website and as updated from time to time in accordance with its terms.
“Support Services” means the general maintenance services and technical support provided in
connection with the Application, as more particularly described in the SLA.
“Term” means, collectively, the Initial Term and, if applicable, each successive Renewal Term.
“Usage Policy” means, collectively, DebtBook’s acceptable usage policy, any end user licensing
agreement, or any similar policy generally applicable to all end users accessing the Application Services, in
each case as posted to DebtBook’s website and as updated from time to time in accordance with its terms.
Each capitalized term used but not otherwise defined in these Terms & Conditions has the meaning
given to such term in the applicable Order Form.
2. Access and Use.
(a) Provision of Access. Subject to the terms and conditions of the Agreement, DebtBook grants Customer and Customer’s Authorized Users a non-exclusive, non-transferable (except as permitted by these
Terms) right to access and use the Application Services during the Term, solely for Customer’s internal use and
for the Authorized Users’ use in accordance with the Agreement. DebtBook will provide to Customer the
necessary passwords and network links or connections to allow Customer to access the Application Services.
(b) Documentation License. Subject to the terms and conditions of the Agreement, DebtBook
grants to Customer and Customer’s Authorized Users a non-exclusive, non-sublicensable, non-transferable
(except as permitted by these Terms) license to use the Documentation during the Term solely for Customer’s
and its Authorized User’s internal business purposes in connection with its use of the Services.
(c) Customer Responsibilities. Customer is responsible and liable for its Authorized Users’ access and use of the Services and Documentation, regardless of whether such use is permitted by the Agreement.
Customer must use reasonable efforts to make all Authorized Users aware of the provisions applicable to their
use of the Services, including the Incorporated Documents.
(d) Use Restrictions. Customer may not at any time, directly or indirectly through any Authorized
User, access or use the Services in violation of the Usage Policies, including any attempt to (1) copy, modify, or
create derivative works of the Services or Documentation, in whole or in part; (2) sell, license, or otherwise transfer or make available the Services or Documentation except as expressly permitted by the Agreement; or
(3) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to any
software component of the Services, in whole or in part. Customer will not knowingly transmit any personally
identifiable information to DebtBook or any other third-party through the Services.
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(e) Suspension. Notwithstanding anything to the contrary in the Agreement, DebtBook may temporarily suspend Customer’s and any Authorized User’s access to any or all of the Services if: (1) Customer
is more than 45 days late in making any payment due under, and in accordance with, the terms of the
Agreement, (2) DebtBook reasonably determines that (A) there is a threat or attack on any of the DebtBook IP; (B) Customer’s or any Authorized User’s use of the DebtBook IP disrupts or poses a security risk to the DebtBook
IP or to any other customer or vendor of DebtBook; (C) Customer, or any Authorized User, is using the DebtBook
IP for fraudulent or other illegal activities; or (D) DebtBook’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; or (3) any vendor of DebtBook has suspended or terminated
DebtBook’s access to or use of any third-party services or products required to enable Customer to access the
Services (any such suspension, a “Service Suspension”). DebtBook will use commercially reasonable efforts to (i) provide written notice of any Service Suspension to Customer, (ii) provide updates regarding resumption of
access to the Services, and (iii) resume providing access to the Services as soon as reasonably possible after
the event giving rise to the Service Suspension is cured. DebtBook is not liable for any damage, losses, or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
(f) Aggregated Statistics. Notwithstanding anything to the contrary in the Agreement, DebtBook
may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between DebtBook and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights
therein, belong to and are retained solely by DebtBook. DebtBook may compile Aggregated Statistics based
on Customer Data input into the Services. DebtBook may (1) make Aggregated Statistics publicly available in compliance with applicable law, and (2) use Aggregated Statistics as permitted under applicable law so long
as, in each case, DebtBook’s use of any Aggregated Statistics does not identify the Customer or disclose
Customer’s Confidential Information.
3. Service Levels and Support. Subject to the terms and conditions of the Agreement, DebtBook will use
commercially reasonable efforts to make the Application Services and Support Services available in
accordance with the SLA.
4. Fees and Payment.
(a) Fees. Customer will pay DebtBook the fees (“Fees”) set forth in the Order Form. DebtBook will
invoice Customer for all Fees in accordance with the invoicing schedule and requirements set forth in the Order
Form. Customer must pay all Fees in US dollars, and all Fees are fully earned once paid. To the extent permitted
by applicable law, if Customer fails to make any payment when due, DebtBook may, without limiting any of its
other rights, charge interest on the past due amount at the lowest of (1) the rate of 1.5% per month, (2) the
rate established in any Customer Term, or (3) the maximum rate permitted under applicable law.
(b) Taxes. All Fees and other amounts payable by Customer under the Agreement are exclusive
of taxes and similar assessments. Unless Customer is exempt from making any such payment under applicable
law or regulation, Customer is responsible for all applicable sales, use, and excise taxes, and any other similar
taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory
authority on any amounts payable by Customer under the Agreement, other than any taxes imposed on
DebtBook’s income.
5. Confidential Information.
(a) From time to time during the Term, either party (the “Disclosing Party”) may disclose or make
available to the other party (the “Receiving Party”) information about the Disclosing Party’s business affairs,
products, confidential intellectual property, trade secrets, third-party confidential information, and other
sensitive or proprietary information, whether in written, electronic, or other form or media, that is marked,
designated, or otherwise identified as “confidential”, or which a reasonable person would understand to be
confidential or proprietary under the circumstances (collectively, “Confidential Information”). For the avoidance
of doubt, DebtBook’s Confidential information includes the DebtBook IP and the Application Services source
code and specifications. As used in the Agreement, “Confidential Information” expressly excludes any
information that, at the time of disclosure is (1) in the public domain; (2) known to the receiving party at the
time of disclosure; (3) rightfully obtained by the Receiving Party on a non-confidential basis from a third party;
or (4) independently developed by the Receiving Party.
(b) To the extent permitted by applicable law, the Receiving Party will hold the Disclosing Party’s
Confidential Information in strict confidence and may not disclose the Disclosing Party’s Confidential
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Information to any person or entity, except to the Receiving Party’s employees, officers, directors, agents, subcontractors, financial advisors, and attorneys who have a need to know the Confidential Information for the
Receiving Party to exercise its rights or perform its obligations under the Agreement or otherwise in connection
with the Services. Notwithstanding the foregoing, each party may disclose Confidential Information to the
limited extent required (1) in order to comply with the order of a court or other governmental body, or as
otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to
the order must first give written notice to the other party and make a reasonable effort to obtain a protective order; or (2) to establish a party’s rights under the Agreement, including to make required court filings.
(c) On the expiration or termination of the Agreement, the Receiving Party must promptly return
to the Disclosing Party all copies of the Disclosing Party’s Confidential Information, or destroy all such copies and, on the Disclosing Party’s request, certify in writing to the Disclosing Party that such Confidential
Information has been destroyed.
(d) Each party’s obligations under this Section are effective as of the Effective Date and will expire
three years from the termination of the Agreement; provided, however, with respect to any Confidential
Information that constitutes a trade secret (as determined under applicable law), such obligations of non-
disclosure will survive the termination or expiration of the Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
6. Intellectual Property.
(a) DebtBook IP. As between Customer and DebtBook, DebtBook owns all right, title, and interest,
including all intellectual property rights, in and to the DebtBook IP.
(b) Customer Data. As between Customer and DebtBook, Customer owns all right, title, and
interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to
DebtBook a non-exclusive, royalty-free, worldwide license to reproduce, distribute, sublicense, and otherwise
use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary
or appropriate for DebtBook to provide the Services to Customer.
(c) Effect of Termination. Without limiting either party’s obligations under Section 5, on written
request by Customer made within 30 days after the effective date of termination of the Agreement, DebtBook,
at no further charge to Customer, will (1) provide Customer with temporary access to the Application Services
to permit Customer to retrieve its Customer Data in a commercially transferrable format and (2) use
commercially reasonable efforts to assist Customer, at Customer’s request, with such retrieval.
7. Limited Warranties.
(a) Functionality & Service Levels. During the Term, the Application Services will operate in a manner consistent with general industry standards reasonably applicable to the provision of the Application
Services and will conform in all material respects to the Documentation and service levels set forth in the SLA
when accessed and used in accordance with the Documentation. Except as expressly stated in the SLA,
DebtBook does not make any representation, warranty, or guarantee regarding availability of the Application
Services, and the remedies set forth in the SLA are Customer’s sole remedies and DebtBook’s sole liability
under the limited warranty set forth in this paragraph.
(b) Security. DebtBook has implemented Appropriate Security Measures and has made
commercially reasonable efforts to ensure its licensors and hosting providers, as the case may be, have
implemented Appropriate Security Measures intended to protect Customer Data.
(c) EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION, DEBTBOOK IP IS PROVIDED “AS
IS,” AND DEBTBOOK HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE. DEBTBOOK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING
FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH
IN THIS SECTION, DEBTBOOK MAKES NO WARRANTY OF ANY KIND THAT THE DEBTBOOK IP, OR ANY
PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S
REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR
WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
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(d) DebtBook exercises no control over the flow of information to or from the Application Service, DebtBook’s network, or other portions of the Internet. Such flow depends in large part on the performance of
Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can
impair or disrupt connections to the Internet. Although DebtBook will use commercially reasonable efforts to take all actions DebtBook deems appropriate to remedy and avoid such events, DebtBook cannot guarantee
that such events will not occur. ACCORDINGLY, DEBTBOOK DISCLAIMS ANY AND ALL LIABILITY RESULTING
FROM OR RELATING TO ALL SUCH EVENTS, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE AGREEMENT, ANY OTHER ACTIONS OR INACTIONS CAUSED BY OR UNDER THE CONTROL OF A THIRD PARTY.
8. Indemnification.
(a) DebtBook Indemnification.
(i) DebtBook will indemnify, defend, and hold harmless Customer from and against any
and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (collectively, “Losses”)
incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party
Claim”) that the Application Services, or any use of the Application Services in accordance with the
Agreement, infringes or misappropriates such third party’s US patents, copyrights, or trade secrets,
provided that Customer promptly notifies DebtBook in writing of the Third-Party Claim, reasonably cooperates with DebtBook in the defense of the Third-Party Claim, and allows DebtBook sole authority
to control the defense and settlement of the Third-Party Claim.
(ii) If such a claim is made or appears possible, Customer agrees to permit DebtBook, at DebtBook’s sole expense and discretion, to (A) modify or replace the DebtBook IP, or component or
part of the DebtBook IP, to make it non-infringing, or (B) obtain the right for Customer to continue use.
If DebtBook determines that neither alternative is reasonably available, DebtBook may terminate the Agreement in its entirety or with respect to the affected component or part, effective immediately on
written notice to Customer, so long as, in each case, DebtBook promptly refunds or credits to Customer
all amounts Customer paid with respect to the DebtBook IP that Customer cannot reasonably use as intended under the Agreement.
(iii) DebtBook’s indemnification obligation under this Section will not apply to the extent
that the alleged infringement arises from Customer’s use of the Application Services in combination with data, software, hardware, equipment, or technology not provided or authorized in writing by
DebtBook or modifications to the Application Services not made by DebtBook.
(b) Sole Remedy. SECTION 8(a) SETS FORTH CUSTOMER’S SOLE REMEDIES AND DEBTBOOK’S SOLE LIABILITY FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE,
MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. IN NO
EVENT WILL DEBTBOOK’S LIABILITY UNDER SECTION 8(a) EXCEED $1,000,000.
(c) Customer Indemnification. To the extent permitted by applicable law, Customer will
indemnify, hold harmless, and, at DebtBook’s option, defend DebtBook from and against any Losses resulting
from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with the
Agreement, infringes or misappropriates such third party’s intellectual property rights and any Third-Party
Claims based on Customer’s or any Authorized User’s negligence or willful misconduct or use of the Services
in a manner not authorized by the Agreement.
9. Limitations of Liability. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION, IN NO EVENT
WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT UNDER ANY LEGAL OR
EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR
PUNITIVE DAMAGES, REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH
LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT AS
EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION, IN NO EVENT WILL THE AGGREGATE LIABILITY OF
DEBTBOOK ARISING OUT OF OR RELATED TO THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY,
INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO DEBTBOOK UNDER THE AGREEMENT IN THE 12-MONTH PERIOD
PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION DO
NOT APPLY TO CLAIMS PURSUANT TO SECTION 8.
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10. Term and Termination.
(a) Term. Except as the parties may otherwise agree in the Order Form, or unless terminated
earlier in accordance with the Agreement:
(i) the Initial Term of the Agreement will begin on the Effective Date and end on the Initial Term End Date;
(ii) the Agreement will automatically renew for successive 12-month Renewal Terms
unless either party gives the other party written notice of non-renewal at least 30 days before the expiration of the then-current term, but not to exceed $49,999 in aggregate total (original agreement
term and applicable renewals); and
(iii) each Renewal Term will be subject to the same terms and conditions established under the Agreement, with any Fees determined in accordance with DebtBook’s then-current pricing
schedule published on DebtBook’s website and generally appliable to all users of the Services, as
provided to Customer at least 60 days before the expiration of the then-current term.
(b) Termination. In addition to any other express termination right set forth in the Agreement:
(i) DebtBook may terminate the Agreement immediately if Customer breaches any of
its obligations under Section 2 or Section 5;
(ii) Customer may terminate the Agreement in accordance with the SLA;
(iii) either party may terminate the Agreement, effective on written notice to the other
party, if the other party materially breaches the Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides the
breaching party with written notice of such breach;
(iv) if (1) Customer is a governmental entity and (2) sufficient funds are not appropriated to pay for the Application Services, then Customer may terminate the Agreement at any time without
penalty following 30 days prior written notice to DebtBook; or
(v) either party may, to the extent permitted by law, terminate the Agreement, effective immediately on written notice to the other party, if the other party becomes insolvent or is generally
unable to pay, or fails to pay, its debts as they become due or otherwise becomes subject, voluntarily
or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law.
(c) Survival. Only this Section and Section 1 (Definitions), Sections 4 through 6 (Fees; Confidential
Information; Intellectual Property), Section 7(c) (Disclaimer of Warranties), and Sections 8, 9 and 12
(Indemnification; Limitations of Liability; Miscellaneous) will survive any termination or expiration of the
Agreement.
11. Insurance. Debtbook shall maintain the insurance coverages described in the attached document
entitled, “City of Menifee – Insurance Requirements: Professional Services Consultants.
12. Independent Contractor. The parties to the Agreement are independent contractors. The Agreement
does not create a joint venture or partnership between the parties, and neither party is, by virtue of the
Agreement, authorized as an agent, employee, or representative of the other party.
13. Miscellaneous.
(a) Governing Law; Submission to Jurisdiction. The Agreement will be governed by and construed in accordance with the laws of the Governing State, without regard to any choice or conflict of law provisions,
and any claim arising out of the Agreement may be brought in the state or federal courts located in the
Governing State. Each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding,
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(b) Entire Agreement; Order of Precedence. The Order Form, any Customer Terms, the Terms & Conditions, and the Incorporated Documents constitute the complete Agreement between the parties and
supersede any prior discussion or representations regarding the Customer’s purchase and use of the Services.
To the extent any conflict exists between the terms of the Agreement, the documents will govern in the following order or precedence: (1) the Order Form (2) the Customer Terms, (3) the Terms & Conditions, and (4)
the Incorporated Documents. No other purchasing order or similar instrument issued by either party in
connection with the Services will have any effect on the Agreement or bind the other party in any way.
(c) Amendment; Waiver. No amendment to the Order Form, the Terms & Conditions, or the
Customer Terms will be effective unless it is in writing and signed by an authorized representative of each
party. DebtBook may update the Incorporated Documents from time-to-time following notice to Customer so long as such updates are generally applicable to all users of the Services. No waiver by any party of any of the
provisions of the Agreement will be effective unless explicitly set forth in writing and signed by the party so
waiving. Except as otherwise set forth in the Agreement, no failure to exercise, delay in exercising, or any partial exercise of any rights, remedy, power, or privilege arising from the Agreement will in any way waive or otherwise
limit the future exercise of any right, remedy, power, or privilege available under the Agreement.
(d) Notices. All notices, requests, consents, claims, demands, and waivers under the Agreement (each, a “Notice”) must be in writing and addressed, if to Customer, to the recipients and addresses set forth
on the Order Form (or to such other address as Customer may designate from time to time in accordance with
this Section). All Notices to DebtBook must be addressed to the recipients and addresses set forth at https://www.debtbook.com/legal. All Notices must be delivered by personal delivery, nationally recognized
overnight courier (with all fees pre-paid), or email (with confirmation of transmission), or certified or registered
mail (in each case, return receipt requested, postage pre-paid).
(e) Force Majeure. In no event will either party be liable to the other party, or be deemed to have
breached the Agreement, for any failure or delay in performing its obligations under the Agreement (except for
any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances
beyond such party’s reasonable control, including acts of God, flood, fire, earthquake, pandemic, epidemic,
problems with the Internet, shortages in materials, explosion, war, terrorism, invasion, riot or other civil unrest,
strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken
by a governmental or public authority, including imposing an embargo.
(f) Severability. If any provision of the Agreement is invalid, illegal, or unenforceable in any
jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the
Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
(g) Assignment. Either party may assign its rights or delegate its obligations, in whole or in part,
on 30 days prior written notice to the other party, to an affiliate or an entity that acquires all or substantially
all of the business or assets of such party, whether by merger, reorganization, acquisition, sale, or otherwise.
Except as stated in this paragraph, neither party may assign any of its rights or delegate any of its obligations
under the Agreement without the prior written consent of the other party, which consent may not be
unreasonably withheld, conditioned, or delayed. The Agreement is binding on and inures to the benefit of the parties and their permitted successors and assigns.
(h) Marketing. Neither party may issue press releases related to the Agreement without the other
party’s prior written consent. Either party may include the name and logo of the other party in lists of customers or vendors.
(i) State-Specific Certifications & Agreements. To the extent required under the laws of the
Governing State, DebtBook hereby certifies and agrees as follows:
(i) DebtBook has not been designated by any applicable government authority or body
as a company engaged in the boycott of Israel under the laws of the Governing State;
(ii) DebtBook is not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from participation in the Agreement by any governmental
department or agency of the Governing State;
DocuSign Envelope ID: EF8E59C7-EF54-4D78-84F4-9C41A0CFC219
(iii) DebtBook will not discriminate against any employee or applicant for employment because of race, ethnicity, gender, gender identity, sexual orientation, age, religion, national origin,
disability, color, ancestry, citizenship, genetic information, political affiliation or military/veteran
status, or any other status protected by federal, state, or local law; and
(iv) DebtBook will verify the work authorization of its employees using the federal E-Verify
program and standards as promulgated and operated by the United States Department of Homeland
Security and, if applicable, will require its subcontractors to do the same.
(j) Execution. Any document executed and delivered in connection with the Agreement may be
executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one
and the same agreement. To the extent permitted by applicable law, electronic signatures may be used for the purpose of executing the Order Form by email or other electronic means. Any document delivered electronically
and accepted is deemed to be “in writing” to the same extent and with the same effect as if the document had
been signed manually.
DocuSign Envelope ID: EF8E59C7-EF54-4D78-84F4-9C41A0CFC219
Insurance Requirements
(Professional & Consulting Services (Corporations, Partnerships, and LLCs)
Consultant shall maintain and shall require all of its subcontractors, consultants, and other
agents to maintain the insurance listed below. Any requirement for insurance to be
maintained after completion of the work shall survive this agreement.
City of Menifee reserves the right to review any and all of the required insurance policies
and/or endorsements, but has no obligation to do so. Failure to demand evidence of full
compliance with the insurance requirements set forth in this agreement or failure to identify
any insurance deficiency shall not relieve Consultant from, nor be construed or deemed a
waiver of, its obligation to maintain the required insurance at all times during the performance
of this agreement.
A. Workers Compensation & Employers Liability Insurance
Required if Consultant has employees.
Workers' Compensation insurance with statutory limits as required by the Labor Code
of the State of California.
Employers Liability with limits of $1,000,000 per Accident; $1,000,000 Disease per
employee; $1,000,000 Disease per policy.
Required Evidence of Coverage: Properly completed Certificate of Insurance.
If Consultant currently has no employees, Consultant agrees to obtain the above-
specified Workers Compensation and Employers Liability insurance should any
employees be engaged during the term of this Agreement or any extensions of the
term.
B. General Liability Insurance
Commercial General Liability Insurance no less broad than Insurance Services Office
(ISO) form CG 00 01.
Coverage shall be on a standard Occurrence form. Claims-Made forms are not
acceptable without prior written consent. Modified, limited or restricted Occurrence
forms are not acceptable without prior written consent.
Minimum Limits: $1,000,000 per Occurrence; $2,000,000 General Aggregate;
$2,000,000 Products/Completed Operations Aggregate. The required limits may be
provided by a combination of General Liability Insurance and Commercial Excess or
Umbrella Liability Insurance. If Consultant maintains higher limits than the specified
minimum limits, City of Menifee requires and shall be entitled to coverage for the
DocuSign Envelope ID: EF8E59C7-EF54-4D78-84F4-9C41A0CFC219
Insurance Requirements
(Professional & Consulting Services (Corporations, Partnerships, and LLCs)
higher limits maintained by Consultant.
Any deductible or self-insured retention shall be shown on the Certificate of Insurance.
If the deductible or self-insured retention exceeds $25,000 it must be approved in
advance by City of Menifee. Consultant is responsible for any deductible or self-
insured retention and shall fund it upon City of Menifee written request, regardless of
whether Consultant has a claim against the insurance or is named as a party in any
action involving City of Menifee.
City of Menifee shall be endorsed as an additional insured for liability arising out of
operations by or on behalf of the Consultant.
The policy definition of “insured contract” shall include assumptions of liability arising
out of both ongoing operations and the products-completed operations hazard (“f”
definition of insured contract in ISO form CG 00 01, or equivalent).
The insurance provided to City of Menifee as an additional insured shall be primary to,
and non-contributory with,any insurance or self-insurance program maintained by
City of Menifee.
The policy shall cover inter-insured suits and include a “separation of Insureds” or
“severability” clause which treats each insured separately.
Required Evidence of Coverage:
1. Copy of the additional insured endorsement or policy language granting
additional insured status;
2. Copy of the endorsement or policy language indicating that coverage applicable
to City of Menifee is primary and non-contributory; and
3. Properly completed Certificate of Insurance.
C. Automobile Liability Insurance
Minimum Limit: $1,000,000 combined single limit per accident.
Coverage shall apply to all owned autos. If Consultant currently owns no autos,
Consultant agrees to obtain such insurance should any autos be acquired during the
term of this agreement or any extensions of the term.
Coverage shall apply to hired and non-owned autos.
Required Evidence of Coverage: Properly completed Certificate of Insurance.
D. Professional Liability/Errors & Omissions Insurance
Minimum Limits: $1,000,000 per claim or per occurrence; $1,000,000 annual
aggregate.
DocuSign Envelope ID: EF8E59C7-EF54-4D78-84F4-9C41A0CFC219
Insurance Requirements
(Professional & Consulting Services (Corporations, Partnerships, and LLCs)
Any deductible or self-insured retention shall be shown on the Certificate of Insurance.
If the deductible or self-insured retention exceeds $25,000 it must be approved in
advance by City of Menifee.
If the insurance is on a Claims-Made basis, the retroactive date shall be no later than
the commencement of the work.
Coverage applicable to the work performed under this agreement shall be continued
for two (2) years after completion of the work . Such continuation coverage may be
provided by one of the following: (1) renewal of the existing policy; (2) an extended
reporting period endorsement; or (3) replacement insurance with a retroactive date
no later than the commencement of the work under this agreement.
Required Evidence of Coverage: Properly completed Certificate of Insurance.
E. Standards for Insurance Companies
Insurers, other than the California State Compensation Insurance Fund, shall have an
A.M. Best's rating of at least A:VII.
F. Documentation
The Certificate of Insurance shall include the following reference: (Contract number or
project name).
The name and address for Additional Insured endorsements and Certificates of
Insurance is: City of Menifee and its officers, employees, agents, and authorized
volunteers, 29844 Haun Road, Menifee CA 92586.
Consultant shall provide immediate written notice if: (1) any of the required insurance
policies is terminated; (2) the limits of any of the required policies are reduced; or (3)
the deductible or self-insured retention is increased.
Current Evidence of Coverage shall be provided for the entire required period of
insurance.
Upon written request, certified copies of required insurance policies shall be provided
within thirty (30) days.
DocuSign Envelope ID: EF8E59C7-EF54-4D78-84F4-9C41A0CFC219
Menifee, CA
Reference: 20220720-125515544
Quote created: July 20, 2022
Quote expires: August 19, 2022
Quote created by: Bill Fray
Regional Sales Director
bill.fray@debtbook.com
+1 (407) 463-5117
Comments from Bill Fray
Quote is for Tier 1 with White-Glove Implemenation including a 10% discount for being a RAMS client. Reminder:
DebtBook needs 90 days to complete implemenation starting from the day we receive the entirety of leases (White-
Glove). For instance, if the City gets us all leases by 8/1/22, Implementation will be complete by 11/1/22. If the City would
like to finish sooner, we will proceed with Guided Implemenation.
Products & Services
Item & Description SKU Quantity Unit Price Total
22 White Glove
Implementation Charge Tier
1
This covers the cost of our White
Glove Implementation process for
your organization.
22WGI1-3 1 $0.00 $0.00
for 1 year
22 Subscription Charge Tier
1
This represents the annual
subscription charge your
organization pays for access to the
DebtBook platform. There are no
additional charges - this covers
unlimited users, external sharing,
support and training.
22ST1-3 1 $6,500.00 / year $5,850.00 / year
after 10% discount
for 1 year
Menifee, CA
29844 Haun Rd
Menifee, CA 92586
US
Ann-Marie Etienne
Financial Services Manager
aetienne@cityofmenifee.us
951-723-3715
DocuSign Envelope ID: EF8E59C7-EF54-4D78-84F4-9C41A0CFC219
Subtotals
Annual subtotal $5,850.00
after $650.00 discount
Total $5,850.00
Questions? Contact me
Bill Fray
Regional Sales Director
bill.fray@debtbook.com
+1 (407) 463-5117
DebtBook
300 West Summit Ave, Suite 110
Charlotte, NC 28203
United States
DocuSign Envelope ID: EF8E59C7-EF54-4D78-84F4-9C41A0CFC219
Insurance Requirements
(Professional & Consulting Services (Corporations, Partnerships, and LLCs)
Consultant shall maintain and shall require all of its subcontractors, consultants, and other
agents to maintain the insurance listed below. Any requirement for insurance to be
maintained after completion of the work shall survive this agreement.
City of Menifee reserves the right to review any and all of the required insurance policies
and/or endorsements, but has no obligation to do so. Failure to demand evidence of full
compliance with the insurance requirements set forth in this agreement or failure to identify
any insurance deficiency shall not relieve Consultant from, nor be construed or deemed a
waiver of, its obligation to maintain the required insurance at all times during the performance
of this agreement.
A. Workers Compensation & Employers Liability Insurance
Required if Consultant has employees.
Workers' Compensation insurance with statutory limits as required by the Labor Code
of the State of California.
Employers Liability with limits of $1,000,000 per Accident; $1,000,000 Disease per
employee; $1,000,000 Disease per policy.
Required Evidence of Coverage: Properly completed Certificate of Insurance.
If Consultant currently has no employees, Consultant agrees to obtain the above-
specified Workers Compensation and Employers Liability insurance should any
employees be engaged during the term of this Agreement or any extensions of the
term.
B. General Liability Insurance
Commercial General Liability Insurance no less broad than Insurance Services Office
(ISO) form CG 00 01.
Coverage shall be on a standard Occurrence form. Claims-Made forms are not
acceptable without prior written consent. Modified, limited or restricted Occurrence
forms are not acceptable without prior written consent.
Minimum Limits: $1,000,000 per Occurrence; $2,000,000 General Aggregate;
$2,000,000 Products/Completed Operations Aggregate. The required limits may be
provided by a combination of General Liability Insurance and Commercial Excess or
Umbrella Liability Insurance. If Consultant maintains higher limits than the specified
minimum limits, City of Menifee requires and shall be entitled to coverage for the
DocuSign Envelope ID: EF8E59C7-EF54-4D78-84F4-9C41A0CFC219
Insurance Requirements
(Professional & Consulting Services (Corporations, Partnerships, and LLCs)
higher limits maintained by Consultant.
Any deductible or self-insured retention shall be shown on the Certificate of Insurance.
If the deductible or self-insured retention exceeds $25,000 it must be approved in
advance by City of Menifee. Consultant is responsible for any deductible or self-
insured retention and shall fund it upon City of Menifee written request, regardless of
whether Consultant has a claim against the insurance or is named as a party in any
action involving City of Menifee.
City of Menifee shall be endorsed as an additional insured for liability arising out of
operations by or on behalf of the Consultant.
The policy definition of “insured contract” shall include assumptions of liability arising
out of both ongoing operations and the products-completed operations hazard (“f”
definition of insured contract in ISO form CG 00 01, or equivalent).
The insurance provided to City of Menifee as an additional insured shall be primary to,
and non-contributory with,any insurance or self-insurance program maintained by
City of Menifee.
The policy shall cover inter-insured suits and include a “separation of Insureds” or
“severability” clause which treats each insured separately.
Required Evidence of Coverage:
1. Copy of the additional insured endorsement or policy language granting
additional insured status;
2. Copy of the endorsement or policy language indicating that coverage applicable
to City of Menifee is primary and non-contributory; and
3. Properly completed Certificate of Insurance.
C. Automobile Liability Insurance
Minimum Limit: $1,000,000 combined single limit per accident.
Coverage shall apply to all owned autos. If Consultant currently owns no autos,
Consultant agrees to obtain such insurance should any autos be acquired during the
term of this agreement or any extensions of the term.
Coverage shall apply to hired and non-owned autos.
Required Evidence of Coverage: Properly completed Certificate of Insurance.
D. Professional Liability/Errors & Omissions Insurance
Minimum Limits: $1,000,000 per claim or per occurrence; $1,000,000 annual
aggregate.
DocuSign Envelope ID: EF8E59C7-EF54-4D78-84F4-9C41A0CFC219
Insurance Requirements
(Professional & Consulting Services (Corporations, Partnerships, and LLCs)
Any deductible or self-insured retention shall be shown on the Certificate of Insurance.
If the deductible or self-insured retention exceeds $25,000 it must be approved in
advance by City of Menifee.
If the insurance is on a Claims-Made basis, the retroactive date shall be no later than
the commencement of the work.
Coverage applicable to the work performed under this agreement shall be continued
for two (2) years after completion of the work . Such continuation coverage may be
provided by one of the following: (1) renewal of the existing policy; (2) an extended
reporting period endorsement; or (3) replacement insurance with a retroactive date
no later than the commencement of the work under this agreement.
Required Evidence of Coverage: Properly completed Certificate of Insurance.
E. Standards for Insurance Companies
Insurers, other than the California State Compensation Insurance Fund, shall have an
A.M. Best's rating of at least A:VII.
F. Documentation
The Certificate of Insurance shall include the following reference: (Contract number or
project name).
The name and address for Additional Insured endorsements and Certificates of
Insurance is: City of Menifee and its officers, employees, agents, and authorized
volunteers, 29844 Haun Road, Menifee CA 92586.
Consultant shall provide immediate written notice if: (1) any of the required insurance
policies is terminated; (2) the limits of any of the required policies are reduced; or (3)
the deductible or self-insured retention is increased.
Current Evidence of Coverage shall be provided for the entire required period of
insurance.
Upon written request, certified copies of required insurance policies shall be provided
within thirty (30) days.
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