2023/08/08 StreetLight Amendment No. 1 to Data Access Agreement (2)
AMENDMENT #1 TO DATA ACCESS AGREEMENT
THIS AMENDMENT #1 is entered into as of the date of last signature below (the, “Effective Date”), Between:
STREETLIGHT DATA, INC. a Delaware
corporation, located at 4 Embarcadero
Center, #3800, San Francisco, CA 94105
and CITY OF MENIFEE, located at 29844 Haun
Road Menifee, California 92586
(hereinafter referred to as “StreetLight”) (hereinafter referred to as “Customer”)
of the First Part of the Second Part
WHEREAS the parties hereto entered into a StreetLight InSight® Subscription Order and the corresponding
Master Data Access Agreement as of June 27, 2023 which together with any duly executed amendments
shall hereinafter be referred to as the “Agreement”;
AND WHEREAS, the parties wish to amend the Agreement as set out below.
NOW THEREFORE in consideration of the mutual covenants herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. SECTION 8.3 (Limitation of Liability) of the Master Data Access Agreement is deleted in its entirety
and replaced by the following:
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR
PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR
EXPENSES ARISING OUT OF THIS AGREEMENT EVEN IF IT HAS BEEN ADVISED OF THE
POSSIBLE EXISTENCE OF SUCH LIABILITY.
EXCEPT FOR CLAIMS RELATING TO A PARTY’S BREACH OF
CONFIDENTIALITY OBLIGATIONS, TO THE EXTENT PERMITTED BY LAW, THE TOTAL,
CUMULATIVE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS
AGREEMENT, WHETHER BASED ON CONTRACT, IN TORT OR ANY OTHER LEGAL OR
EQUITABLE THEORY, SHALL BE LIMITED TO TWO TIMES THE CONTRACT AMOUNT PAID BY
CUSTOMER TO STREETLIGHT DURING THE PREVIOUS TWELVE (12) MONTHS. THE
EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.
2. Except as otherwise provided for above, all of the terms and conditions of the Agreement shall remain
in full force and effect.
IN WITNESS WHEREOF the parties hereto have executed this Amendment as of the Effective Date.
STREETLIGHT DATA, INC. CITY OF MENIFEE
SIGNATURE: SIGNATURE:
NAME: NAME:
TITLE: TITLE:
DATE: DATE:
Aaron Moser
CFO
Armando G. Villa
City Manager
DocuSign Envelope ID: A4420A29-084B-427F-895D-FBA1EB94D16D
8/8/2023
DocuSign Envelope ID: 87AD5890-BB23-4450-B180-59E0642065CD
Approved as Form:Attest:
8/9/2023