Resolution No. 91761
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RESOLUTION NO. 9176
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
SERVICES AGREEMENT BY AND BETWEEN THE CITY OF
VERNON AND INTRALINKS SERVICES REGARDING VIRTUAL
DATA ROOM SERVICES FOR THE COLDWATER PROJECT
WHEREAS, the City of Vernon ("City") operates its own
electric system; and
WHEREAS, the Light & Power Department has determined that it
(needs the services of a trusted provider for secure online information
exchange using a virtual data room regarding an asset evaluation
process called the Coldwater Project; and
WHEREAS, the Director of Light & Power has determined that
IntraLinks, Inc. ("IntraLinks") possesses the technical knowledge and
expertise to furnish the virtual data room services in an amount not to
exceed $100,000.00; and
WHEREAS, IntraLinks provides a virtual data room that enables
the secure online storage and exchange of sensitive business
information within a company and beyond the corporate firewall to,
accelerate financial transactions, minimize the related administrative
work, improve overall efficiencies, and provide a fast and secure way
to manage information exchange and the due diligence process; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to enter into an agreement with IntraLinks.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
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SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the On -Demand Workspace Order Agreement with IntraLinks, in
substantially the same form as the copy which is attached hereto as
Exhibit A and incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor Pro-Tem to execute said Agreement for, and on
behalf of, the City of Vernon and the Acting City Clerk is hereby
authorized to attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the Acting City Clerk, or his designee, to make whatever
nonsubstantive, administrative and/or text changes, upon advice of
counsel, to the Agreement.
SECTION 5: The City Council of the City of Vernon hereby
directs the Acting City Clerk, or his designee, to send one fully
executed Agreement to:
IntraLinks, Inc.
Attn. Kevin Campbell
1372 Broadway, llth Floor
New York, NY 10018
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SECTION 6: The Acting City Clerk of the City of Vernon
shall certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 13th day of December, 2006.
ATTEST:
BRUCE V. MALKENHORST, JR.
Acting City Clerk
THOMAS A. kBARRA, Mayor Pro-Tem
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City of
Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 9176, was duly adopted by the City Council of the City
of Vernon at a regular meeting of the City Council duly held on
Wednesday, December 13, 2006, and thereafter was duly signed by the
Mayor Pro-Tem of the City of Vernon.
BRUCE V. MALKENHORST, JR.
Acting City Clerk
(SEAL)
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EXHIBIT
A
,c
I NTR A L INKS"' On -Demand Workspace TM Order
ntral-inks, Inc., 1372 Broadway, 111h FI, New York, NY 10018 Fed Tax ID 13-3899047
ontract Date: December , 2006 BCN: 00447502-wmcca
lient nameaddress)
rooect:
ity of Vernon
ehman: Project Coldwater
4305 Santa Fe Avenue
Vernon, CA 90058
dvisor:
tham & Watkins LLP
Workspace Services
Limits, Fees and Other Charges
Number of On -Demand Workspaces:
One
Permitted Purpose(s):
Single M&A Transaction (Sellside)
Maximum End Users:
500
Use Period:
9 months from creation
Base Fee:
$14,500
Included Page Limit:
12,000 pages
Page Limit Increases:
$900 per 1,000 pages
Additional End Users (above maximum allowed):
$1,000 per block of 100 End Users
Use Period Extensions -Monthly Fee:
1/9th of Total Workspace Fees for Initial Use
Period
Standard Project Management:
Included In Base Fee
Workspace Manager Training
Included in Base Fee
24/7 Support
Included in Base Fee
Fax- In enablement
Included in Base Fee
Document Locking & Protection:
Included in Base Fee
Watermarking:
Included in Base Fee
Advance Reporting:
Included in Base Fee
OPTIONAL SERVICES (charged separately)
Workspace Archive Views:
Included in Base Fee
Additional Workspace Archive Copies:
$200 each
Scanning (see below terms & conditions):
0.25 per page
Full Text Search /OCR (One time fee — Client must INITIAL IF ELECTED
Included in Base Fee
Out -Of Scope Professional Services:
$1,000 per 4 hour shift
Expedited Services:
$4,000 per 8 hour shift
(A) Fees: As used herein, "Workspace Fees" include the Base Fee and all incremental page and End User fees, if any, and exclude Workspace
Archive View, and fees for Optional Services. Workspace Fees shall be invoiced beginning upon commencement of the Use Period. Workspace
Fees as well as scanning charges, if any, shall be payable notwithstanding whether or when Client opens a workspace to End Users, unless failure
to open a workspace is due to Intral-inks' default. Whenever pages exceeding the page limit then in effect are added to an On -Demand
Workspace, such page limit shall be increased in the increments set forth above, and an incremental page fee shall become payable according to
the above table. IntraLinks page counts shall be conclusive except in cases of material manifest error. Incremental page and End User fees and
charges for optional services and Workspace Archive Views will be invoiced as and when incurred, not more often than once per month.
(B) Use Period: The "Use Period" set forth above begins as of the date the first On -Demand Workspace is created. If Client has not deleted the On -
Demand Workspace(s) licensed hereunder at the end of the applicable Use Period, and so long as no notice of termination of this Work Order has
been given, such Use Period will be extended automatically for successive monthly periods until the last On -Demand Workspace is deleted by or at
the written direction of Client. In consideration for such extensions, Client shall pay a monthly fee to IntraLinks equal to the aggregate Workspace
Fees incurred during the initial Use Period, divided by the number of months in the initial Use Period. Any page or End User increases made during
such extended Use Period shall be subject to payment of incremental fees as set forth above. The full monthly fee shall be payable with respect to
every month occuring from the end of the initial Use Period through the date the last On -Demand Workspace is deleted - no pro rata determination
or reduction shall be made with respect to partial months of use. This Work Order shall continue in effect until all On -Demand Workspaces created
hereunder are deleted.
(C) Project Management Services: Services provided at no additional charge include mapping the On -Demand Workspace to a dataroom
document index prepared in IntraLinks' format, quality control of On -Demand Workspace build -out (including final workspace review and a report
cross referencing the dataroom index with documents received), Intemet-based training of workspace managers, and assignment of a dedicated
project manager to supervise implementation of the workspace.
(D) Document Scanning: Scanning services (if elected) include image capture, adobe acrobat pdf conversion and coding (naming) of scanned
documents. Quoted rates assume delivery by Client of organized, undamaged documents. Actual charges will depend on the quality,
organization, and condition of documents to be scanned, including whether color documents are included, the size of the paper to be scanned and
similar factors. Shipping, overtime charges, expedited processing, and taxes are not included. Scanning charges may be invoiced separately or
itemized within invoices for other fees. Scanning results may vary based on the quality and condition of documents. Accordingly, Intral.inks
assumes no liability to Client under this Agreement for incomplete or inaccurate scanned documents caused by disorganized, incomplete or
damaged Client or End User information.
(E) Workspace Archive Views: Workspace Archive Views may be ordered separately by Client workspace managers with respect to any On -Demand
Workspace provided hereunder. Workspace Archive Views will be charged at the rates listed above. This rate is based on standard Workspace
Archive View delivery time (approximately 30 days from order date). Expedited handling may be agreed on a case by case basis.
(F) Full Text Search (FTS): Client must notify IntraLinks if FTS enablement is elected at the time the first On -Demand Workspace is created. One
time FTS charge is payable upon FTS enablement. Optical character recognition (OCR) processing is required for scanned documents to be
searchable. Certain documents may not be suitable for OCR conversion, and the contents of such documents may not be searched electronically.
OCR results may vary based on the quality and condition of documents. Documents uploaded by Client without IntraLinks OCR processing may not
be searchable.
(G) Supplemental Services and Related Usage Charges: The following supplemental Services will be provided upon request at the rates indicated
below. Any person having workspace manager rights may order these supplemental Services:
(1) Out of Scope Professional Services: Additional charges, at the rate indicated above, apply to the extent Intral-inks provides the following
professional services at Client's request: splitting of oversize electronic files; extensive re -indexing, reordering or renaming electronic files;
extraction of files from other applications/databases; file replacement and bulk deletion; conversion of individual files to .pdf; and generation of
workspace usage reports not generated automatically through the system. No out of scope professional services for which charges apply will be
undertaken without the prior approval of Client's workspace manager(s).
(ii) Expedited Services: If Client requests acceleration of previously agreed workspace build -out and other project management services within
expedited timelines, IntraLinks in good faith will assess and confer with Client promptly regarding the availability/feasibility of expedited
services on a case -by -case basis. Resources required for project work on data received after Friday 8:OOPM Eastern Time that must be
completed before Monday S:OOPM Eastern Time, or on any bank holiday, and deal team application training requests between Friday B:OOPM
Eastern Time and Monday B:OOAM Eastern Time, or on any bank holiday, will be charged at expedited services rates. If Client reserves a shift
for services between those times but fails to supply the information requested by Intral-inks necessary to provide such services, then Client will
still be charged for the shift, and new time frames and costs will be assessed and agreed upon by both parties. Expedited services supersede
out -of -scope professional services Charges to the extent such services are required during weekend/holidays. No expedited services will be
undertaken without the prior approval of Client's workspace manager(s).
Terns & Conditions
The above On -Demand Workspace Order and these terms and conditions are entered into as of the Contract Date set forth above, by and between
the above named client ("Client") and IntraLinks, Inc., located at 1372 Broadway, New York, New York 10018 ("Intral-inks") (each, a "party", and
together, the "parties").
DEFINITIONS:
"Affiliate" means any entity that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control
with IntraLinks or Client, as the case may be.
"Agreement" means, collectively, the On -Demand Workspace Order set forth above and the within terms and conditions, as the same may be
supplemented, amended or modified by further Work Orders, exhibits, appendices, addenda and amendments hereto, executed by Intral-inks and
Client as of the Contract Date or from time to time thereafter.
"Contract Year" means the twelve month period starting on the Contract Date set out above, and each subsequent twelve month period
commencing on each anniversary date thereof.
"On -Demand Workspace"^" means collectively those IntraLinks@ URLs, web site contents and features licensed by Client through which End Users
may access, process, store and communicate End User Files.
v2006481LJShP,A
"End User(s)" means those persons (including without limitation employees and advisors of Client or any third party) authorized from time to time
by Client or its designated workspace managers, pursuant to methods directed by Intral-inks, to access, process, store and/or communicate End
User Files through On -Demand Workspaces. All End Users are counted on a per -workspace basis.
"End User File(s)" means any printed, electronic or digital document or information that is uploaded or copied to an On -Demand Workspace.
"Services" means collectively all IntraLinks® On -Demand Workspaces'", IntraLinks® web site features, software, application programming
interfaces, systems, support, additional services, and all related materials and documentation, provided by or on behalf of Intral-inks to Client
pursuant to this Agreement.
"Work Order" means the On -Demand Workspace Order set forth above and any written order for other or additional Services separately entered
into by Client and IntraUnks at or after the Contract Date.
1. Limited License: Work Orders. Intral-inks grants to Client a non-exclusive, non-sublicensable, non -transferable, limited right and license to
utilize, and permit its Affiliates to utilize, the Services, strictly in accordance with the terms and conditions of this Agreement and each Work Order.
The rights and obligations of the parties set out in any Work Order (or any other document comprising the Agreement) between the parties shall be
governed by the within terms and conditions; provided that in the event of any inconsistency between a provision of any Work Order and a
provision of these terms and conditions, the provision of the relevant Work Order shall prevail solely with respect to the Services provided and used
thereunder. Client may create and use On -Demand Workspaces solely to the extent and for the purpose(s) provided expressly under each Work
Order.
2. Payments. Client agrees to pay IntraLinks fees and other charges according to each Work Order. IntraLinks may charge Client separately for
services not specified in Work Orders (including without limitation additional On -Demand Workspaces, new service features, consulting,
programming, and integration services), provided that Client has approved any such additional services and related charges in advance in writing.
All fees and charges are payable in United States Dollars to IntraLinks upon receipt of invoice. Charges exclude applicable taxes; Client shall be
responsible for the payment of all taxes associated with provision and use of the Services (other than taxes on IntraLinks' income).
3. Workspace Management: Intral-inks will provide Client with one or more user ID's, initial passwords and/or other devices for Client's
designated workspace managers to access and use each On -Demand Workspace and to permit other End Users to access and use such On -Demand
Workspace. Client authorizes IntraUnks to act on any instructions reasonably believed by Intralinks to be authentic communications from Client,
its designated workspace managers and End Users acting on Client's behalf, with respect to the management of Client's On -Demand Workspaces.
Client acknowledges its workspace managers shall be authorized on Client's behalf, among other things, to appoint and remove other workspace
managers, create and open On -Demand Workspaces, permit any person to upload End User Files to On -Demand Workspaces, and manage each End
User's access to End User Files. It is Client's sole responsibility to keep all user IDs, passwords and other means of access to On -Demand
Workspaces within the direct or indirect possession or control of Client's End Users and workspace managers confidential and secure from
unauthorized use.
4. Client Environment. Client shall obtain and maintain, at its own expense, such hardware, software and Internet connectivity ("EEc uipment")
required for Client to access and use the Services. IntraUnks shall not be responsible for any problem, error or malfunction relating to the Services
resulting from the performance or failure of Equipment, the failure or disruption of any telecommunications service, Internet connection, Internet
service provider, or any other third -party communications provider, force majeure, or any other failure or problem not attributable to IntraLinks or
its subcontractors ("Technical Problems"). Furthermore, Intralinks will not be liable to Client under this Agreement to the extent such liability arises
as a consequence of (i) a breach by Client of this Agreement; or (ii) any act or omission of Intralinks undertaken on the instruction of Client or an
End User.
5. Term & Termination.
(a) This Agreement shall commence on the Contract Date and continue in effect until terminated (i) in accordance with subsection 5(b), (ii) by
agreement of the parties, or (iii) by delivery of written notice of termination by either party to the other after completion of performance or
termination of all Work Orders in accordance with their terms. Except as otherwise expressly provided in any Work Order, upon termination of this
Agreement, IntraLinks' Services shall cease and Client will discontinue use of any On -Demand Workspaces provided hereunder.
(b) Notwithstanding the foregoing, either party may terminate this Agreement immediately upon written notice if the other party: (i) becomes
insolvent; (ii) becomes the subject of a petition in bankruptcy which is not withdrawn or dismissed within 60 days thereafter; (iii) makes an
assignment for the benefit of creditors; or (iv) breaches any material obligation under this Agreement (including but not limited to payment
obligations) and fails to cure such breach within 30 days after delivery of notice thereof by the non -breaching party. Without limiting the generality
of any other provision of this Agreement, Intral-inks may suspend access to On -Demand Workspaces by Client and End Users upon 10 business
days' prior written notice to Client in the event any Intral-inks invoice that is not then subject to bona fide dispute has not been paid within 45 days
after issuance and remains unpaid as of the end of such notice period. Either party also may terminate or suspend this Agreement immediately
upon notice if such party determines in its reasonable judgment that there exists any actual or potential defect in the Services that materially
impairs the reliability or integrity of the operation thereof, or that continuing to provide or use the Services pursuant to this Agreement would
infringe upon the intellectual property rights of any third party, or that the Services have been or may be used by the other party for any illegal
transaction or unlawful purpose.
(c) Sections 5(c) and 6, 7, and 10 through 12 hereof shall survive any termination or expiration of this Agreement.
6. Ownership of Services. End User Files. As between the parties, IntraLinks owns and shall retain all right, title, and interest in and to the
Services, all components thereof, including without limitation all related applications, user interface designs, processes, software and source code,
and any and all future enhancements or modifications thereto howsoever made, and all intellectual property rights therein. Client shall not
redistribute for commercial purposes, reverse engineer, disassemble, transfer or use the Services in any manner inconsistent with the terms and
conditions of this Agreement. End User Files shall remain the property of Client (or their respective third party owners if any) and shall not be
considered part of the Services. Client acknowledges that On -Demand Workspaces are intended to hold secondary copies of End User Files and not
to maintain master or original documents. Client acknowledges and agrees that Intral-inks shall not be responsible for the content of End User Files
or the modification, use or publication of End User Files by any End User or third party (other than Intral-inks' agents and subcontractors).
Intral-inks shall not be responsible for the content, accuracy or completeness of information obtained by an End User from an On -Demand
Workspace.
7. Confidentiality
(a) "Confidential Information" means any and all information disclosed by or at the direction of either party to the other in connection with the
provision or use of Services under this Agreement, including, without limitation, information relating to the business, operations, technology,
properties, employees and customers of the disclosing party. Without limiting the foregoing, all information, processes, know-how, designs and
i v200608USMA
technology relating to the Services as well as the terms of this Agreement shall be deemed Intral-inks' Confidential Information, and all End User
Files shall be treated as Client's Confidential Information. Notwithstanding the foregoing, "Confidential Information" does not include any
information that a receiving party can demonstrate (i) was known to it prior to the information's disclosure in connection with provision or use of
the Services; (ii) is or becomes known publicly through no wrongful act of the receiving party; (iii) was rightfully received from a third party under
no contractual, legal or fiduciary obligation to keep such information confidential; or (iv) was independently developed by the receiving party,
without the use of any Confidential Information received in connection with provision or use of the Services.
(b) Each receiving party agrees that it shall use Confidential Information of the disclosing party solely in furtherance of the performance of this
Agreement and for no other purpose. Each party shall use the same degree of care to protect the other party's Confidential Information as it uses
to protect its own confidential information of like nature, but in no circumstances with less than reasonable care. Each party agrees not to disclose
the other parry's Confidential Information to any person or entity other than: (i) to employees, agents, subcontractors or consultants of the
receiving party on an as -needed basis, provided such persons have entered into written confidentiality agreements consistent with this Section 7 or
otherwise are bound under substantially similar confidentiality restrictions; (ii) with respect to End User Files, as authorized by Client or its
workspace managers; (iii) to the extent required by court order, legal process, governmental or exchange regulation or applicable law, provided
that the party required to disclose the information provides prompt advance written notice thereof to the other party; or (iv) otherwise solely as
expressly authorized in writing by the disclosing party. Notwithstanding any provision hereof to the contrary, Intral-inks may use and disclose
statistical data regarding the use of the Services, provided no End User or particular transaction shall be identified in connection with such statistics.
(c) Each party acknowledges and agrees the use or disclosure of Confidential Information inconsistent with this Agreement could cause irreparable
harm to a disclosing party, the extent of which would be difficult to ascertain. Accordingly, each party agrees that, in addition to any remedies
available at law, any non -breaching party shall have the right to obtain immediate injunctive relief, without the necessity of posting a bond, in the
event of a breach or threatened breach of this Section 7 by the other party, any of its Affiliates or their representatives.
8. Warranties. IntraUnks warrants the Services will be provided in a manner reasonably designed for the secure maintenance and distribution of
End User Files. Intral-inks further warrants, to the best of its knowledge after implementing reasonable measures, that the Services do not contain
any third party computer code intentionally designed to disrupt, disable, or harm in any manner the operation of the Services (e.g., "viruses" or
"worms"). OTHER THAN THE FOREGOING, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF
ANY KIND. INTRALINKS MAKES NO WARRANTY THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR AVAILABLE AT ALL TIMES, NOR DOES
INTRALINKS WARRANT THE COMPATIBILITY OR OPERATION OF THE SERVICES WITH ALL HARDWARE AND SOFTWARE CONFIGURATIONS. CLIENT
ACKNOWLEDGES AND AGREES THAT TECHNICAL PROBLEMS MAY PREVENT INTRALINKS FROM PROVIDING ALL OR PART OF THE SERVICES. IN
NO EVENT SHALL INTRALINKS BE LIABLE HEREUNDER TO CLIENT OR ANY THIRD PARTY FOR ANY DAMAGES OR LOSS RESULTING FROM
TECHNICAL PROBLEMS (AS DEFINED IN SECTION 4). WITHOUT LIMITING THE FOREGOING, CLIENT ACKNOWLEDGES THAT FEATURES OF THE
INTRALINKS® SERVICE DESIGNED TO RESTRICT ACCESS TO OR USE OF END USER FILES CANNOT PREVENT MANUAL COPYING OF DISPLAYED
INFORMATION AND MAY NOT PREVENT ELECTRONIC OR DIGITAL CAPTURE OF DOCUMENT CONTENTS BY END USERS USING THIRD PARTY
SOFTWARE DESIGNED TO CIRCUMVENT SUCH SYSTEM FEATURES. EXCEPT AS SET FORTH IN THIS SECTION 8, INTRALINKS MAKES AND CLIENT
RECEIVES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING OR RELATING TO THE SUBJECT MATTER HEREOF. INTRALINKS DISCLAIMS, TO
THE FULLEST EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NONINFRINGEMENT WITH RESPECT TO THE SUBJECT MATTER HEREOF. CLIENT HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY
WARRANTY, CONDITION, GUARANTY OR REPRESENTATION BY INTRALINKS OTHER THAN THOSE CONTAINED IN THIS AGREEMENT.
9. Representations. Client represents and warrants to Intral-inks that the disclosure of End User Files to Intral-inks and to End Users at the
direction of Client's workspace managers shall not violate any applicable law, regulation or third party rights in any material respect. Each party
executing this Agreement represents to the other that it is authorized and has all rights necessary to enter into and be bound under this Agreement,
and no law, regulation, court order or third party agreement prohibits its performance of this Agreement.
10. Indemnification.
(a) Intral-inks will indemnify, defend and hold harmless Client from and against any and all damages, liabilities, losses, costs and expenses
(including, but not limited to, reasonable attorneys' fees) (collectively, "Losse ") resulting from any third -party claim, suit, action, investigation or
proceeding (each, an "Action") brought against Client based on: (i) the infringement by Intral-inks of any third -party trade secret, copyright, U.S.-
or UK -issued patent or registered trademark (an "Infringement Claim"); or (ii) the material breach by Intral-inks of any representations or
warranties in this Agreement, except, in any case, to the extent such Action is based on Client's willful misconduct, gross negligence or Technical
Problems. In the event of an Infringement Claim, Intral-inks may satisfy its obligations hereunder by any of the following actions: (A) procure for
Client the necessary right to continue using the Services; (B) replace or modify any infringing portion of the Services with a functionally equivalent
non -infringing substitute thereof; (C) modify the Services so as to be non -infringing; or (D) if none of the foregoing are commercially reasonable,
terminate this Agreement (and in the event of such termination, Client shall be entitled to a refund of any prepaid fees for the unexpired portion of
any Use Period of any open On -Demand Workspace). Intral-inks shall have no liability for any Infringement Claim based on Client's use of the
Services in a manner not authorized hereunder, use of any third party software or Equipment not furnished by Intral-inks, or use of a superseded or
altered release of the Services or associated software if the infringement would have been avoided by the use of a current unaltered release of the
Services or associated software made available to Client.
(b) Client will indemnify, defend and hold harmless Intral-inks from and against any and all Losses arising from or relating to any Action brought
against Intral-inks based on: (i) the material breach by Client of any of its representations in this Agreement; or (ii) the use of the Services or any
End User Files by Client or any End Users acting for Client or its Affiliates, in violation of this Agreement, any applicable law, regulation or third
party rights, except, in any case, to the extent such Action is based on Intral-inks' willful misconduct or gross negligence.
(c) Indemnification under subsections (a) and (b) hereof will be provided only on the conditions that: (i) the indemnifying party is given written
notice within 15 calendar days after the indemnified party receives notice of the subject Action; (ii) the indemnifying party has sole control of the
defense and all related settlement negotiations, provided any settlement that would impose any monetary or injunctive obligation upon the
indemnified party shall be subject to such party's prior written approval; and (iii) the indemnified party provides cooperation and information in
furtherance of such defense, as reasonably required by the indemnifying party.
11. LIMITATION OF LIABILITY. EXCEPT FOR CLAIMS FOR PERSONAL INJURY DUE TO NEGLIGENCE, WRONGFUL DEATH, WILLFUL MISCONDUCT OR
FRAUD, IN NO EVENT SHALL INTRALINKS BE LIABLE TO CLIENT FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, LOSS OF DATA, OR FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH THE SERVICES PROVIDED TO
CLIENT OR ANY AGREEMENT BETWEEN THE PARTIES RELATING THERETO (WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY,
NEGLIGENCE OR ANY OTHER LEGAL THEORY), EVEN IF INTRALINKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR
CLAIMS FOR PERSONAL INJURY DUE TO NEGLIGENCE, WRONGFUL DEATH, WILLFUL MISCONDUCT OR FRAUD, THE ENTIRE LIABILITY OF
INTRALINKS TO CLIENT IN CONNECTION WITH SERVICES PROVIDED TO CLIENT AND ANY AGREEMENT BETWEEN THE PARTIES RELATING
4 V2006086S` ,.
THERETO (WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR ANY OTHER LEGAL THEORY) SHALL NOT IN ANY
CONTRACT YEAR EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNT OF FEES PAID OR BECOMING DUE UNDER THIS AGREEMENT DURING SUCH
CONTRACT YEAR. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR RELATED TO THIS AGREEMENT MAY BE BROUGHT BY CLIENT MORE
THAN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION FIRST AROSE.
12.MISCELLANEOUS
(a) Notices. Except as otherwise expressly provided, all notices, requests, demands or consents under this Agreement must be in writing, and be
delivered personally, by certified mail, or by internationally recognized courier service to the addresses of the parties set forth in this Agreement.
(b) Assignment. Except as otherwise provided below, neither party may assign this Agreement or any rights or obligations hereunder without the
prior written consent of the other party. In the event of any proposed assignment of this Agreement to an Affiliate of a party, such consent shall
not be unreasonably withheld. Either Party shall have the right to assign this Agreement in connection with the merger, reorganization or
acquisition of such party or the sale of all or substantially all of its assets related to this Agreement, without such consent. Any purported
assignment of this Agreement in violation of this subsection shall be invalid. This Agreement shall be binding upon and inure to the benefit of the
parties, their respective successors and permitted assigns.
(c) Governing law: Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without
giving effect to its conflict of laws principles. The parties agree the United Nations Convention on Contracts for the International Sale of Goods does
not apply to this Agreement. The parties agree to submit to the jurisdiction of the state and federal courts located in New York County, New York,
for the adjudication of any case or controversy arising under this Agreement, and the parties hereby waive their right to a trial by jury in any such
litigation.
(d) Modification. Any modification, amendment or waiver to this Agreement shall not be effective unless in writing and signed by the party to be
charged. No failure or delay by either party in exercising any right, power, or remedy hereunder shall operate as a waiver of such right, power, or
remedy.
(e) Independent Contractors: No Third Party Beneficiaries. The parties are independent contractors with respect to each other, and neither shall be
deemed an employee, agent, partner or legal representative of the other for any purpose or shall have any authority to create any obligation on
behalf of the other. No third -party beneficiary rights are granted as a result of or pursuant to this Agreement.
(f) Force Majeure. Any delay in or failure of performance by either party under this Agreement will not be considered a breach and will be excused
to the extent caused by any event beyond the reasonable control of such party including, but not limited to, acts of God, acts of civil or military
authorities, strikes or other labor disputes, fires, interruptions in telecommunications or Internet or network provider services, power outages, and
governmental restrictions.
(g) Entire Agreement: Severability. This Agreement supersedes all prior agreements, understandings, representations, warranties, proposals,
requests for proposal and negotiations, if any, related to the subject matter hereof. Each provision of this Agreement is severable from each other
provision for the purpose of determining the enforceability of any specific provision.
*** AGREEMENT CONTINUED ON NEXT PAGE ***
v200508USMA
THE FOLLOWING INFORMATION MUST BE COMPLETED BY CLIENT FOR THIS AGREEMENT TO BE PROCESSED:
(1) CLIENT A/P CONTACT —
CONTACT NAME: Donal O'Callaghan
ADDRESS: 4305 Santa Fe Avenue
Vernon, CA 90058
PHONE: (323) 581-8811 ext. 834
FAX: (323) S67 5-596- %, Zee - 1z12 S-
EMAIL: docaliaghanOci.vernon.ca.us
(2) RETURN SIGNED CONTRACT TO CLIENT -(CHECK ONE AND PROVIDE REQUESTED INFORMATION)-
❑ BY FAX TO THIS NUMBER: TO THE ATTENTION OF
❑ BY EMAIL TO THIS ADDRESS:
H BY MAIL TO THIS ADDRESS: 4305 Santa Fe Avenue Vernon CA 90058 Attn: Chris Romero
Note: Client Needs THREE executed (original) contracts sent Overnight Mail to Chris Romero. Client will countersign and mail one
executed agreement to:
IntraLinks, Inc.
Attn: Kevin Campbell
1372 Broadway, 111' Floor
New York, NY 10018
IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to be executed as f the Contract Date first written above.
CLIENT NAME: CITY OF VERNON T , I C.
By: By
Name Thomas A. Ybarra a
Title Mayor Pro -Ter g
Date Date 1r, A�
ATTEST: �t !ll���
Name x X X xl%Ma r�,I c e e n r s k, Jr
B meE� a rSC
Title 06 d4grx-f- , cting ity er itle
Date Date Senior Vice resident & General Counsel
intraLinks, inc.
APPROVED AS TO FORM:
By:_
Name
Title
Date
Eric T. Fresch
City Attorney
Please return signed agreement to IntraLinks by mail - See Above
6 v2C06o8USMIA,
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro-Tem
WM. "BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL McCORMICK
Councilman
December 14, 2006
Of" 'Vj
�r
,r— 40� U,- 0#1
Vf
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
Intralinks, Inc.
Attn: Kevin Campbell
1372 Broadway, 11th Floor
New York, NY 10018
Re: Services Agreement
Dear Mr. Campbell:
MARK C. WHITWORTH
Fire Chief
LEWIS J. POZZEBON
Director of Environmental Health
S. KEVIN WILSON
Director of Community Services
SHARON L. DUCKWORTH
City Treasurer
DONAL O'CALLAGHAN
Director of Light & Power
Transmitted herewith is a fully executed original Services Agreement
for Virtual Data Room Services, which was approved by City Council on
December 13, 2006, through Resolution No. 9176.
If you have any questions regarding this matter, please call Mr. Donal
O'Callaghan, at (323) 583-8811 ext. 834.
Very truly yours,
Deputy City Clerk
NG/ke
Enclosure
c: Donal O'Callaghan
Dolores Jaunzemis
Resolution No. 9176
Agreement File No. 06-133
'E�ciugively WOUAtiat