HomeMy WebLinkAboutExhibitATTACHMENT A
Lacuna Technologies Software Trial Terms
Lacuna Technologies, Inc. ("Lacuna") and the City of Miami ("Customer" or "City") agree to the following
terms relating to Lacuna providing early and free access to Customer to test and evaluate certain Lacuna
Software (and related Support and Services) defined in Exhibit "A" to Customer during the Trial Period set
out below ("Terms").
1. License Grant. Subject to these Terms, Lacuna grants to Customer a limited, non-exclusive, royalty free,
non -transferable, non-sublicensable, non -assignable, revocable right to test and use internally the Lacuna
software products, APIs, tools and related documentation identified in Exhibit "A" ("Software") solely for the
purpose of Customer's internal evaluation of the Software and the provision of feedback to Lacuna.
2. Trial Period. Customer shall be granted access to the Software and related Support and Services for free
for one hundred and eighty (180) days commencing on the date of execution of these Terms ("Trial Period").
Once the trial of the Software ends, the license to the Customer to test and use the Software terminates
automatically unless otherwise agreed to in writing by the parties.
3. Proprietary Rights; Restrictions. Customer acknowledges that the Software is proprietary to Lacuna and
its licensors and contains confidential information and trade secrets of Lacuna. Customer will not, nor
authorize any third party to, copy, distribute, sell, sublicense, transfer or make available the Software or any
portion to any third party; remove any copyright, trademark or confidentiality notice appearing on the
Software or output; or modify, adapt, translate, reverse engineer, decompile, create derivative works of or
derive the source code for the Software. Lacuna reserves all rights and licenses in and to the Software not
expressly granted to Customer.
4. Confidentiality. Subject to the public records law of Chapter 119 of the Florida Statutes, as may be
amended, Customer shall not disclose to any third party without the prior written approval of Lacuna, the
Software, its features, feedback (as defined in Section 8), related technical information or the results of the
testing and use of the Software ("Trial Confidential Information") without the written approval of Lacuna.
Customer will use all reasonable efforts to protect the Trial Confidential Information from unauthorized use
or disclosure. Customer may disclose Trial Confidential Information only to those of its employees who have
a bona fide need to know such information for Customer's evaluation of the Software. Customer will
immediately report any violation of this provision to Lacuna and shall employ all reasonable means to
mitigate any damages or losses that Lacuna may incur as a result of such violation.
5. Data. The Software Trial will require mobility data from Customer with which to use the Software.
Customer shall be responsible for the accuracy and completeness of such data, and Lacuna shall not be liable
for any loss, corruption of or destruction of such data during the Trial. Any data provided by the Customer
shall be Confidential Information of the Customer and shall only be used by Lacuna to provide the Product
and Services under these Terms and to improve same.
6. Services/Support. During the Trial Period, Lacuna shall be under no obligation to provide Customer with
support, maintenance or services unless explicitly set forth in Exhibit "A" below.
7. Delivery. Lacuna will provide the Software to Customer's authorized users via electronic delivery.
8. Public Records Laws. Lacuna acknowledges that Customer may be subject to Public Records Disclosure
Laws. Customer agrees to make diligent efforts to prevent the disclosure of confidential and/or exempt
records pursuant to any available basis stated in the Public Disclosure Laws or other applicable law.
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A. Lacuna understands that the public shall have access, at all reasonable times, to all documents and
information pertaining to City Agreements, subject to the provisions of Chapter 119, Florida Statutes, and
agrees to allow access by the City and the public to all documents subject to disclosure under all applicable
laws. Lacuna's failure or refusal to comply with the provisions of this Section shall result in the immediate
cancellation of this Agreement by the City and any potential penalties authorized by Chapter 119, Florida
Statutes.
B. Lacuna shall additionally comply with Section 119.0701, Florida Statutes, including without
limitation: (1) keeping and maintaining public records that ordinarily and necessarily would be required of
the City to perform this service; (2) upon request from the City's custodian of public records, provide the City
with a copy of the requested records or allow the records to be inspected or copied within a reasonable time
at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided
by law; (3) ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement's
term and following completion of the Agreement, if Lacunna does not transfer the records to the City; and
(4) upon completion of the Agreement, transfer, at no cost to the City, all public records in possession of
Lacuna or keep and maintain public records required by the City to perform the services. If Lacuna transfers
all public records to the City upon completion of the Agreement, Lacuna shall destroy any duplicate public
records that are exempt or confidential and exempt from public records disclosure requirements. If Lacuna
keeps and maintains the public records upon completion of the Agreement, Lacuna shall meet all applicable
requirements for retaining public records. All records stored electronically must be provided to the City,
upon request from the City's custodian of public records, in a format that is compatible with the information
technology systems of the City. Notwithstanding the foregoing, Lacuna shall be permitted to retain any public
records that make up part of its work product solely as required for archival purposes, as required by law, or
to evidence compliance with the terms of the Agreement.
C. Should Lacuna determine to dispute any public access provision required by Florida Statutes, Lacuna
shall do so in accordance with the provisions of Chapter 119, Florida Statutes, at its own expense and at no
cost to the City. IF LACUNA HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO LACUNA'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, LACUNA
MUST CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA ELECTORNIC MAIL AT
PUBLICRECORDS@MIAMIGOV.COM, OR VIA REGULAR MAIL AT CITY OF MIAMI, OFFICE OF THE CITY
ATTORNEY, 444 S.W. 2ND AVENUE, 9TH FLOOR, MIAMI, FLORIDA 33130. LACUNA MAY ALSO CONTACT THE
RECORDS CUSTODIAN AT THE CITY DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT.
9. WARRANTY. THE SOFTWARE AND SERVICES ARE PROVIDED "AS -IS." LACUNA DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR NONINFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF
DEALING OR USAGE IN TRADE.
10. Acknowledgment of Software. Customer acknowledges and agrees that: (a) the Software may not
operate properly, be in final form or fully functional; (b) the Software may contain errors, design flaws or
other problems; (c) it may not be possible to make the Software fully functional; (d) the information obtained
using the Software may not be accurate and may not accurately correspond to information extracted from
any database or other source; (e) use of the Software may result in unexpected results, loss of data or
communications, project delays or other unpredictable damage or loss; (f) Lacuna is under no obligation to
release a commercial version of the Software; and (g) Lacuna has the right unilaterally to abandon
development of the Software without any obligation or liability to Customer.
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11. Termination. The licenses granted herein terminate on expiration of the Trial Period. Either party may
terminate these Terms upon written notice to the other party at any time. Sections 2 through 10 shall survive
termination of these Terms.
12. General. Customer may not assign or otherwise transfer, by operation of law or otherwise, any of its
rights under these Terms without Lacuna's prior written consent. These Terms constitute the entire
agreement between the parties relating to the Trial of the Software and supersedes any and all prior
agreements, communications and understandings with respect to the evaluation of the Software. This
Agreement shall be construed and enforced according to the laws of the State of Florida. The parties hereto
agree that venue for all federal, state, and local matters, if any, arising under the Agreement shall be in the
applicable respective federal, state, and/or local courts located in Miami -Dade County, Florida. Each party
waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an
improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the
aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably
waive any rights to a jury trial. Each party shall pay its own costs and attorneys' fees.
13. Indemnification. Lacuna shall indemnify, save and hold harmless, and defend (at its own cost and
expense), the City, its officers, agents, directors, employees, and instrumentalities from all liabilities,
damages, losses, judgements, and costs, including, but not limited to, reasonable attorneys' fees, to the
extent caused by the negligence, recklessness, negligent actor omission, or intentional wrongful misconduct
of Lacuna and persons employed or utilized by Lacuna in the performance of this Agreement. In the event
that any action or proceeding is brought against the City by reason of any such claim or demand, Lacuna shall,
upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the
City. Lacuna expressly understands and agrees that any insurance protection required by this Agreement or
otherwise provided by Lacuna shall in no way limit the responsibility to indemnify, save and hold harmless,
and defend (at its own cost and expense), the City, its officers, agents, directors, employees, and
instrumentalities as herein provided.
The indemnification provided above shall obligate Lacuna to defend, at its own cost and expense, to and
through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such
defense, at the City's option, any and all claims of liability and all suits and actions of every name and
description which may be brought against the City, whether performed by Lacuna or persons employed or
utilized by Lacuna.
These duties described in this Section will survive the cancellation or expiration of the Agreement. This
Section will be interpreted under the laws of the State of Florida, including without limitation and
interpretation, Sections 725.06 and/or 725.08, Florida Statutes, as applicable and as amended.
Lacuna shall require all sub -consultant agreements to include a provision that each sub -consultant will
indemnify the City in substantially the same language as this Section. Lacuna agrees and recognizes that the
City shall not be held liable or responsible for any claims which may result from any actions or omissions of
Lacuna in which the City participated either through review or concurrence of Lacuna's actions. In reviewing,
approving, or rejecting any submissions by Lacuna or other acts of Lacuna, the City, in no way, assumes or
shares any responsibility or liability of Lacuna or sub -consultant under this Agreement.
Ten Dollars ($10.00) of the payments made by the City constitute separate, distinct, and independent
consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and
knowingly acknowledged by Lacuna.
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14. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which
shall be an original as against either party whose signature appears thereon, but all of which taken together
shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this
Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and
transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission),
which signature shall be binding on the party whose name is contained therein. Any party providing an
electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement
upon request.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly
authorized representatives.
Customer: City of Miami
By:
Name: Arthur Noriega V
Title: City Manager
Date:
Lacuna Technologies, Inc.
By: ' � _. — —
Name: Madeline Zhu
Title: Vice President, Sales
Date: June 13, 2022
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EXHIBIT A — Licensed Software under Trial Terms
The following Software and any related services are to be provided to Customer for evaluation for free
during the Trial Period:
Software: Lacuna City Conductor
Documentation: User Guides and similar documentation
Delivery method: Software will be delivered electronically using Lacuna's web portal for Customer's
authorized users.
Support:
Support during the Trial Period is limited to basic implementation, configuration, support, and
maintenance, including:
o Implementation and Configuration
§ Trial Environment Set Up
§ Operational Notification Validation
o Ongoing Support and Maintenance
§ Provide technical support to Customer and Commercially Operated Transportation Companies,
asneeded
Services:
No other Services are provided by Lacuna except for basic mobility program operational support services
for the Customer's e-scooter mobility programs (each a "Mobility Program") as detailed below:
o Engagement with Commercially Operated Transportation Companies
o Initial Customer Onboarding & Training
o Implementation and Configuration
• Program Set Up
• Commercially Operated Transportation Company Onboarding & Developer Documentation
Lacuna Customer Success Contact:
Name: Grace Morales
Email: grace. morales @lacuna.ai
Customer Technical Contact:
Name: Juvenal Santana, Public Works
Email: jsantana@miamigov.com
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DocuSign Envelope ID:6AF5COB7-787B-4655-9BEC-781C58E5D823
L /_%.1 e L1 bl 1�
380 Portage Avenue
Palo Alto, CA 94306
650-714-7626
Resolution of Signing Authority
WHEREAS, Lacuna Technologies, Inc. (Company) has authorized and empowered its Chief
Executive Officer (CEO) to assign signature authority to certain Company executives; and
WHEREAS, the CEO, consistent with his role and authority, has implemented signature
authority standards, including such as described hereunder; therefor it is
RESOLVED, that the following individual is hereby authorized to make, execute, and deliver in
the name of and on behalf of the Company, the Company's customer contracts, agreements or
product order forms.
Name: Madeline Zhu
Title: Vice President, Sales
Email Address: madeline.zhu@lacuna.ai
The undersigned hereby certifies that he is the properly assigned CEO of Lacuna Technologies,
Inc, a corporation duly created pursuant to the laws of the state of Delaware, and which
operates in accordance with state law and pursuant to the bylaws of the above -named
corporation.
I, as authorized by the Company, hereby certify and attest that all the information above is true
and correct.
DocuSigned by:
Hugh Mart n
Chief Executive Officer
Lacuna Technologies, Inc
6/11/2022
Date