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Home My WebLink AboutSuperC AI Inc.Town of Los Altos Hills Page 1 of 3 Short form Updated 4/26/22 AGREEMENT THIS AGREEMENT is made and entered into on the 13th day of May, 2024 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and “With”. (hereinafter referred to as "CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1.CONTRACTOR. Shall provide or furnish the following specified services and/or materials: See Exhibit A 2.EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR received on May 1, 2024 3.TERMS. The services and/or materials furnished under this Agreement shall commence 05/13/24 and shall be completed by 5/13/25, unless terminated pursuant to Section 5(f). 4.COMPENSATION. For the full performance of this Agreement: a.TOWN shall pay CONTRACTOR an amount not to exceed eleven thousand dollars and zero cents ($11,000.00), within thirty (30) days following receipt of invoice and completion/delivery of services/goods as detailed in Sections 1, 2, and 3 of this Agreement and only upon satisfactory delivery/completion of goods/services in a manner consistent with professional/industry standards for the area in which CONTRACTOR operates. TOWN is not responsible for paying for any work done by CONTRACTOR or any subcontractor above and beyond the not to exceed amount. b.Town shall not reimburse for any of CONTRACTOR's costs or expenses to deliver any services/goods. Town shall not be responsible for any interest or late charges on any payments from Town to CONTRACTOR. c.CONTRACTOR is responsible for monitoring its own forces/employees/agents/ subcontractors to ensure delivery of goods/services within the terms of this Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete goods/services. DocuSign Envelope ID: 7F36CA40-C934-4EFB-AE20-CD09C1EC6648 Peter Pirnejad (May 14, 2024 13:57 PDT) Peter Pirnejad Town of Los Altos Hills Page 2 of 3 Short form Updated 4/26/22 5. GENERAL TERMS AND CONDITIONS. a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of personal injury (including death) and property damage of any nature, caused by or arising out of the performance of CONTRACTOR under this Agreement. With regard to CONTRACTOR’S work product, CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability o f any nature to the extent caused by the negligent performance of CONTRACTOR under this Agreement. To the maximum extent permitted by applicable law and except in the event of intentional misconduct, Contractor will not be liable for any indirect, incidental, consequential, special, statutory or punitive damages, losses (including loss of profit, loss of business or business opportunities and loss of data), costs, expenses and payments, either in tort, contract, or in any other form or theory of liability (including negligence), arising from, or in connection with, this agreement, any use of, or the inability to use, the service, the insights, any reliance upon the insights or any error, incompleteness, incorrectness or inaccuracy of the service or the insights.To the maximum extent permitted by applicable law and except in the event of intentional misconduct, the total and aggregate liability of the Contractor (including its staff), for direct damages arising out of or related to this agreement, the service or the insights, shall be limited to the fees payable by the Town to Contractor for the service in the preceding 12 months prior to when the event purportedly giving rise to the claim occurred. b. NON-DISCRIMINATION. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, age, ancestry, religion or sex of such person. c. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer-employee relationship between the TOWN and CONTRACTOR. At all times CONTRACTOR shall be an independent contractor and CONTRACTOR is not authorized to bind the TOWN to any contracts or other obligations without the express written consent of the TOWN. In executing this Agreement, CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of TOWN. d. CHANGES. This Agreement shall not be assigned or transferred without advance written consent of the TOWN. No changes or variations of any kind are authorized without the written consent of the City Manager. This Agreement may only be amended by a written instrument signed by both parties. e. TERMINATION. This Agreement may be terminated by TOWN upon seven (7) days written notice to CONTRACTOR. Monies owed for work satisfactorily completed shall be paid to CONTRACTOR within 14 days of termination. DocuSign Envelope ID: 7F36CA40-C934-4EFB-AE20-CD09C1EC6648 Town of Los Altos Hills Page 3 of 3 Short form Updated 4/26/22 f. RECORDS. All reports, data, maps, models, charts, studies, surveys, calculations, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that are prepared or obtained pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the TOWN. CONTRACTOR hereby agrees to deliver those documents to the TOWN at any time upon demand of the TOWN. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the TOWN and are not nece ssarily suitable for any future or other use. Failure by CONTRACTOR to deliver these documents to the TOWN within a reasonable time period or as specified by the TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR agree that until final approval by TOWN, all data, plans, specifications, reports and other documents are preliminary drafts not kept by the TOWN in the ordinary course of business and will not be disclosed to third parties without prior written consent of both parties. All work products submitted to the TOWN pursuant to this Agreement shall be deemed a "work for hire.” Upon submission of any work for hire pursuant to this Agreement, and acceptance by the TOWN as complete, non- exclusive title to copyright of said work for hire shall transfer to the TOWN. The compensation recited in Section 4 shall be deemed to be sufficient consideration for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents and materials for marketing of their professional services. Notwithstanding the foregoing, the Town acknowledges and agrees that the Services performed by Contractor may include modules, components, designs, software, programs, utilities, subsets, objects, program listings, tools, models, methodologies, programs, systems, analysis frameworks, leading practices and specifications owned or developed by Contractor and/or its affiliates prior to, and/or independently from, its engagement with the Town (the “Contractor Materials”). Contractor retains all rights, title and interest in and to such Contractor Materials, and the same shall not be considered a “work for hire” and shall not be assigned to or belong to the Town. g. CONTRACT ADMINISTRATION. The TOWN hereby designates the Assistant to the City Manager and the City Manager as Contract Administrator for this agreement. The CONTRACTOR shall only take direction regarding the services provided under this Agreement from the Contract Administrator. Furthermore, CONTRACTOR agrees that the Contract Administrator shall be included any meeting, teleconference or written communication between any Town representative including Committee members and the CONTRACTOR. The TOWN may modify the Contract Administrator at any time upon providing written notice to the CONTRACTOR. h. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the Parties. Any ambiguities or disputed terms between this Agreement and any attached Exhibits shall be interpreted according to the language in this Agreement and not the Exhibits. DocuSign Envelope ID: 7F36CA40-C934-4EFB-AE20-CD09C1EC6648 Town of Los Altos Hills Page 4 of 3 Short form Updated 4/26/22 6. INVOICING. Send all invoices to the contract coordinator at the address below. This Agreement shall become effective upon its approval and execution by TOWN. In witness whereof, the parties have executed this Agreement the day and year first written above. CONTRACT COORDINATOR and representative for TOWN: CONTRACTOR: Peter Pirnejad City Manager Town of Los Altos Hills By: 26379 Fremont Road Signature Date Los Altos Hills, CA 94022 Print name, Title TOWN OF LOS ALTOS HILLS: By: Peter Pirnejad, City Manager Date DocuSign Envelope ID: 7F36CA40-C934-4EFB-AE20-CD09C1EC6648 CEOAdi Perry 5/14/2024 Peter Pirnejad (May 14, 2024 13:57 PDT) Peter Pirnejad 14/05/24 →Service agreement -Los Altos Hills,CA Customer Name:Date: Email:Client number:14524148076 (The "City"or the “Customer"or the “Department manager") The Service Provider:SuperC AI Inc.,a Delaware Corporation,having its principal place of business at 1651 Beacon St.,Newton MA,02468 (“with”or the “Company”). →General with is a cloud-based software solution that streamlines the management and operation of community events and activities (the “Service”or “Platform”).The platform empowers city departments and authorized stakeholders to foster collaboration among residents,businesses,and communities,making the city more liveable,increasing the sense of place and belonging in your communities, and impacting the social and economic fabric. →Privacy and Terms of Use The use of the Service is subject to the conditions specified in this Form and the Service Agreement.In the event of any discrepancy between the terms and conditions set forth in this Form and the Service Agreement,the terms and conditions in this Form will prevail with regards to that specific issue. →Service Details -Start Package Community Hub Description Quantity Main hub web page interface 1 Community Solutions 1 Number of offerings on Community Hub Unlimited Number of community members Unlimited DocuSign Envelope ID: 7F36CA40-C934-4EFB-AE20-CD09C1EC6648 PRM -People Relationship Management Number of “community watch”admins under the Community Watch model unlimited Data storage 10 GB Community Assistant (“Community Bot”) Branded community assistant 2 Customizing automated messages ✓ Direct communication with members on SMS 12,000 Direct communication with members on Email 60,000 Community Payments (“Integrated Payment Solution”) Integrated payment system -Stripe Customer clearing account on Stripe ✓ Service fee per transaction 3.4%+30¢* →Service period 12 months from signing the contract. →Termination The Service will renew for successive subscription periods unless either party terminates the Service by giving the other party a 30-day written notice prior to the expiry of the applicable term. The Service will be terminated immediately if the terms of the Service Agreement are violated. DocuSign Envelope ID: 7F36CA40-C934-4EFB-AE20-CD09C1EC6648 →Service payment Description Amount Price Start Package 1 $10,800 Total subscription fee paid annually $10,800 -The Early Adopters discount for the Excel Package shall remain unchanged and in effect for a further period of one (1)year following the conclusion of the initial contract term. -Payment is due on August 1st,2024. →Service Confirmation EIN:Date: Full Name:Position: Signature: Billing contact information Full name:Phone:Email: DocuSign Envelope ID: 7F36CA40-C934-4EFB-AE20-CD09C1EC6648 →Appendix Cost of additional components Description Annual rate Additional Admin $300 Additional Model $4800 Additional 120,000 SMS Messages $650 Additional 100,000 emails $120 Integration with automated invoices $0.4 per invoice DocuSign Envelope ID: 7F36CA40-C934-4EFB-AE20-CD09C1EC6648 AGREEMENT Final Audit Report 2024-05-14 Created:2024-05-14 By:Cody Einfalt (ceinfalt@losaltoshills.ca.gov) Status:Signed Transaction ID:CBJCHBCAABAANN35Go_mE-wjnV-8zK4qrKdeKnvBKXPG "AGREEMENT" History Document created by Cody Einfalt (ceinfalt@losaltoshills.ca.gov) 2024-05-14 - 6:41:13 PM GMT Document emailed to Peter Pirnejad (ppirnejad@losaltoshills.ca.gov) for signature 2024-05-14 - 6:41:18 PM GMT Email viewed by Peter Pirnejad (ppirnejad@losaltoshills.ca.gov) 2024-05-14 - 8:54:44 PM GMT Document e-signed by Peter Pirnejad (ppirnejad@losaltoshills.ca.gov) Signature Date: 2024-05-14 - 8:57:00 PM GMT - Time Source: server Agreement completed. 2024-05-14 - 8:57:00 PM GMT