PUBLICINPUT. COM ( 919) 295- 9051
509 W North Street, Raleigh, NC 27604
ANNUAL SERVICE AGREEMENT
Customer: City of Chula Vista
Created by Kent Boring
Customer
Contact:
Tiffany Allen Created Date 05 / 06 / 2026
Contact Email: tallen@chulavistaca. gov Currency: USD
Billing Contact: Tiffany Allen Service Term
Start Date:
07 / 1 / 2026
Billing Email: tallen@chulavistaca. gov Service Term
End Date:
06 / 30 / 2029
Billing Address: 276 4th Ave
Chula Vista, California 91910- 2631
PO#:
Service Order Form
Annual Subscriptions
Engage+ Plan 1 $ 46, 151
Online Engagement Portal: Surveys, interactive maps, project websites Custom Branding & Templates: Consistent branding across engagement Omni- Channel Communication: Email, text, and social media engagement Geospatial Analysis & Equity Mapping: Location- based insights with Census & EPA data Real- Time Dashboards: Interactive data visualizations
Cross- Tab Reporting: Multi- project analysis
AI Comment Analytics & Translation: Machine translation and sentiment analysis Meeting Management: Meeting registration, sign- in, & comments Advanced Meeting Management: Custom registration forms, voice comments, transcripts, kiosk surveys & live polling Community Organization Tracking: Manage interactions with community groups Resident Database ( CRM): Multi- project database for resident records Product Quantity Annual Fees
PUBLICINPUT. COM ( 919) 295- 9051
509 W North Street, Raleigh, NC 27604
CRM Custom Fields: Tailor resident database to your needs HTML/ CSS Customization: Full control over platform appearance Custom Workflows & Approvals: Create consistent processes across teams External System Integration: Connect with Accela, ESRI, and other platforms Plan includes 2 administrators and 3 active projects
PublicInput Meetings Premier 1 $ 20, 895
Meeting Registration Public form for residents to register and choose participation method.
Meeting Sign- in Kiosks On- site digital check- in via kiosk or QR code.
Custom Registration Form Builder Create tailored registration fields for compliance and operations.
Meeting Comment Box Online form for written comments tied to a meeting.
Voicemail Comments Dedicated line for recorded public comments with transcription.
Meeting Transcript AI- generated, timestamped transcript of meeting discussion and comments.
Live Streaming Embed live video directly on the meeting participation page.
Live Captions Real- time captions to improve accessibility and ADA support.
Live Polling Run polls during meetings to collect instant public feedback.
Live Digital Comments Accept real- time digital comments during live meetings.
Phone Dial- In Access Let speakers join and queue by phone remotely.
Agenda Sync Import agenda items from Legistar, OneMeeting, or manual setup.
Agenda Translation Machine- translate agenda content for multilingual public access.
Speaker Registration Register to speak on specific agenda items with stance.
Speaker Queue Management Real- time clerk view for order, status, and speaker flow.
Meeting Reports Live and post- meeting reporting on speakers, attendance, and comments.
FloorBoard Live Display In- chamber display showing active speaker, queue, and timing.
AI Meeting Minutes AI- generated draft minutes built from agenda and meeting records.
Plan includes 2 administrators and unlimited meetings
Single Sign- On 1 $ 5, 250
Authorized Users 35 Included
Text Message Credits 24000 Included
Annual Total $ 72, 296
Product Quantity Annual Fees
PUBLICINPUT. COM ( 919) 295- 9051
509 W North Street, Raleigh, NC 27604
One- time subtotal $ 0
Recurring subtotal $ 72, 296
per year
Subtotal $ 72, 296
FY27- 28 $ 75, 911
FY28- 29 $ 79, 706
FY29- 30 ( Option)$ 83, 691
FY30- 31 ( Option)$ 87, 876
FY31- 32 ( Option)$ 92, 270
FY32- 33 ( Option)$ 96, 884
Invoice Date: Upon signed acceptance of this service agreement.
Payment Terms: Net 30
Additional Notes:
Additional incremental annual subscription fees shall apply if Customer requests additional units or services during the Service Term period.
Prices shown above do not include any taxes that may apply. Any such taxes are the responsibility of Customer. This is not an invoice.
Remittance Advice & Billing Inquiries: accounting@publicinput. com The Service Term shall be the period starting from the Service Term Start Date through the Service Term End Date.
Text credit purchases are non refundable and non transferable.
This Service Agreement, and any subsequent Service Agreement executed by PublicInput and the Customer named below, and including the Terms and Conditions referenced herein and therein and all attachments, exhibits and addenda hereto, govern Customer’ s purchase of the Services ( collectively, the ‘’Agreement’’) and by executing this Service Agreement, Customer agrees to each of the foregoing. This Service Agreement is effective as of the last date of signature by both PublicInput and Customer as set forth below ( the ‘’Effective Date’’).
1. The pricing offered in this Service Agreement is valid 60 days from Created Date.
2. The parties hereby acknowledge and agree that Customer is a local public entity of the State of California subject to the Brown Act, California Government Code Sections 54950 et seq. Public Records Act, California Government Code Sections 6250 et seq.
PUBLICINPUT. COM ( 919) 295- 9051
509 W North Street, Raleigh, NC 27604
3. Compliance with Laws. In its performance of the Services, PublicInput shall comply with any and all applicable federal, state and local laws, including the Chula Vista Municipal Code
4. Required Insurance. PublicInput must procure and maintain, during the period of performance of the Services under this Agreement, and for twelve months after completion of the Services, the policies of insurance described on the attached Exhibit C, incorporated into the Agreement by this reference.
5. Independent of whether PublicInput is required to file a Form 700, PublicInput warrants and represents that it has disclosed to Customer any economic interests held by PublicInput or its employees or subcontractors who will be performing the support services. PublicInput warrants and represents that it has not employed or retained any company or person, other than a bona fide employee or approved subcontractor working solely for PublicInput, to solicit or secure this Agreement. Further, PublicInput warrants and represents that it has not paid or agreed to pay any company or person, other than a bona fide employee or approved subcontractor working solely for PublicInput, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement.
PublicInput further warrants and represents that no officer or employee of Customer, has any interest, whether contractual, non- contractual, financial or otherwise, in this transaction, the proceeds hereof, or in the business of PublicInput or PublicInput’ s subcontractors. PublicInput further agrees to notify Customer in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. For breach or violation of any of these warranties, Customer shall have the right to rescind this Agreement without liability.
6. Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this Agreement against Customer unless a claim has first been presented in writing and filed with Customer and acted upon by Customer in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may be amended, the provisions of which, including such policies and procedures used by Customer in the implementation of same, are incorporated herein by this reference. Upon request by Customer, PublicInput shall meet and confer in good faith with Customer for the purpose of resolving any dispute over the terms of this Agreement.
7. Record Retention. During the course of the Agreement and for three ( 3) years following completion of the Services, PublicInput agrees to maintain, intact and readily accessible, all data, documents, reports, records, contracts, and supporting materials relating to the performance of the Agreement, including accounting for costs and expenses charged to Customer, including such records in the possession of sub- contractors/ sub- consultants.
8. PublicInput is and shall at all times remain as to Customer a wholly independent contractor.
Neither Customer nor any of its officers, employees, agents or volunteers shall have control over the conduct of PublicInput or any of PublicInput ’ s officers, employees, or agents (“ PublicInput Related Individuals”), except as set forth in this Agreement. No PublicInput Related Individuals shall be deemed employees of Customer, and none of them shall be entitled to any benefits to which Customer employees are entitled, including but not limited to, overtime, retirement benefits, worker' s compensation benefits, injury leave or other leave benefits. Furthermore, Customer will not withhold state or federal income tax, social security tax or any other payroll tax UBLICINPUT. COM ( 919) 295- 9051
509 W North Street, Raleigh, NC 27604
with respect to any PublicInput Related Individuals; instead, PublicInput shall be solely responsible for the payment of same and shall hold the Customer harmless with respect to same. PublicInput shall not at any time or in any manner represent that it or any of its PublicInput Related Individuals are employees or agents of Customer. PublicInput shall not incur or have the power to incur any debt, obligation or liability whatsoever against Customer, or bind Customer in any manner.
This Service Agreement is accepted and agreed to by:
Cityzen Solutions, Inc. dba PublicInput Chula Vista City, CA Kevin Fowler
CFO
60297.00068\41501332. 1
Terms & Conditions
Updated 05/ 04/ 2023
THESE TERMS AND CONDITIONS GOVERN YOUR USE AND ACCESS TO THE SERVICES PURCHASED BY YOU
UNDER AN APPLICABLE SERVICE AGREEMENT AND TOGETHER WITH EACH EXECUTED SERVICE AGREEMENT CONSTITUTE THE AGREEMENT.
BY ACCEPTING THESE TERMS AND CONDITIONS ( THE AGREEMENT), BY EXECUTING A SERVICE AGREEMENT THAT REFERENCES THIS AGREEMENT, THE CUSTOMER (“ Customer”) AGREES TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR
OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “ CUSTOMER” SHALL REFER TO SUCH ENTITY. IF THE CUSTOMER
DOES NOT HAVE SUCH AUTHORITY, OR IF THE CUSTOMER DOES NOT AGREE WITH THIS AGREEMENT, THE CUSTOMER MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
This Agreement is effective between the Customer and Cityzen Solutions, Inc ( dba PublicInput) as of the earlier of the date both the Customer and Cityzen Solutions, Inc. (“ Provider”) executed the Service Agreement referencing these Terms and Conditions or the date the Customer signed your acceptance Effective Date”) and may be amended only as set forth herein.
These Terms of Services were last updated on May 4, 2023.
1. Definitions.
a) “ Aggregated Statistics” means data and information related to Customer’ s use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
b) “ Authorized User” means Customer’ s employees, consultants, contractors, and agents ( i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and ( ii) for whom access to the Services has been purchased hereunder.
c) “ Customer Data” means, other than Aggregated Statistics, information, data, and other content, including personally identifiable information, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
d) “ Documentation” means Provider’ s user manuals, handbooks, and guides relating to the Services provided by Provider to Customer available at www. publicinput. com/ training and www. support. publicinput. com/ en.
e) “ Provider IP” means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider’ s monitoring of Customer’ s access to or use of the Services, but does not include Customer Data.
f) “ Services” means the software- as- a- service offering described in the Annual Service Agreement. Any additional tasks outside of the software- as- a- service offering, including but not limited to website development or consulting, are not included in the Services.
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g) “ Fees” means the Service Term Fee listed in the Annual Service Agreement.
2. Access and Use.
a) Provision of Access. Subject to and conditioned on Customer’ s payment of Fees and compliance with all other terms and conditions of this Agreement, Provider hereby grants Customer a non- exclusive, non- transferable ( except in compliance with Section 12( g)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’ s internal use. Provider shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. The total number of Authorized Users will not exceed the number set forth in the Annual Service Agreement, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder. b) Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a non- exclusive, non- sublicensable, non- transferable except in compliance with Section 12( g)) license to use the Documentation during the Term solely for Customer’ s internal business purposes in connection with its use of the Services. c) Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly and shall not knowingly permit any Authorized Users to: ( i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; ( ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; ( iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; ( iv) remove any proprietary notices from the Services or Documentation; or ( v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. Without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits: ( i) host content, surveys, communications, or data on behalf of another organization or public agency that is not explicitly licensed to use the Services, unless related to Customer’ s internal business; ( ii) share or permit any authorized administrative user to share any access credentials with any person other than an authorized administrative user. For additional clarity regarding this Section 2( c), frequently asked questions about agency licenses are provided at https:// blog. publicinput. com/ agency- license- sharing.
d) Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.
e) Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer’ s and any Authorized User’ s access to any portion or all of the Services if: ( i) Provider reasonably determines that ( A) there is a threat or attack on any of the Provider IP; ( B) Customer’ s or any Authorized User’ s use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; ( C) Customer,
EXHIBIT B
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or any Authorized User, is using the Provider IP for fraudulent or illegal activities; ( D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or E) Provider’ s provision of the Services to Customer or any Authorized User is prohibited by applicable law; ( ii) any vendor of Provider has suspended or terminated Provider’ s access to or use of any third- party services or products required to enable Customer to access the Services; or ( iii) in accordance with Section 5( a)( iii) ( any such suspension described in subclause ( i), ( ii), or ( iii), a “ Service Suspension”). Provider agrees that the scope of any suspension pursuant to this section shall be narrowly tailored to the extent reasonably necessary to protect Provider against any threats to Provider’ s IP, security risks or any fraudulent activities, or to the extent reasonably necessary to comply with applicable laws.
Provider shall resume services immediately upon resolution of any such threats or compliance issues. Provider shall provide prompt written notice, but no less than fifteen days ( 15) notice, of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured.
f) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer’ s use of the Services and collect and compile Aggregated Statistics. As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. Customer acknowledges that Provider may compile Aggregated Statistics based on Customer Data input into the Services. Provider shall not use, license or disclose any personally identifiable information collected in the course of the performance of this Agreement for any purpose, other than has provided in this Agreement without Customer’ s written consent. Provider shall not sell any personally identifiable information collected in the course of the performance of this Agreement.
3. Customer Responsibilities.
a) General. Without limiting the generality of the foregoing, Customer is responsible for all negligence and willful misconduct of Authorized Users. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’ s provisions as applicable to such Authorized User’ s use of the Services, and shall instruct Authorized Users to comply with such provisions.
4. Support. The access rights granted hereunder entitle Customer to the support services described on Exhibit A for one year following the Effective Date under this Agreement and thereafter, solely if Customer purchases additional support services.
5. Fees and Payment.
a) Fees. Customer shall pay Provider the Service Term Fee for the Service Term as set forth in the Annual Service Agreement. Service Term Fee is due thirty days ( Net 30) from receipt of invoice. For purposes of this Agreement, the Services Term Fee shall be referred to as the Fees.” Customer shall make all payments hereunder in US dollars on or before the Annual Payment Date set forth in the Annual Service Agreement. If Customer fails to make any
EXHIBIT B
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payment when due, without limiting Provider’ s other rights and remedies and if such failure continues for thirty ( 30) days or more, Provider may suspend Customer’ s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full. Provider reserves the right to increase its Fees at the end of the Service Term. b) Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all 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 hereunder, other than any taxes imposed on Provider’ s income.
6. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third- party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/ in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “ confidential” collectively, “ Confidential Information“). Confidential Information does not include information that, at the time of disclosure is: ( a) in the public domain; ( b) known to the receiving Party at the time of disclosure; ( c) rightfully obtained by the receiving Party on a non- confidential basis from a third party; or ( d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’ s Confidential Information to any person or entity, except to the receiving Party’ s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required: ( i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law including the California Public Records Act, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and provide the objecting party a reasonable opportunity to obtain a protective order. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’ s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’ s obligations of non- disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret ( as determined under applicable law) and personally identifiable information, such obligations of non- disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
7. Intellectual Property Ownership; Feedback.
a) Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP.
b) Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the
EXHIBIT B
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Customer Data. Customer hereby grants to Provider a non- exclusive, royalty- free, license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data solely for the purpose of and only to the extent necessary for providing the Services to Customer.
c) Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like Feedback“), Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback.
8. Warranty Disclaimer.
a) THE PROVIDER IP IS PROVIDED “ AS IS” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY
DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER 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.
9. Indemnification.
a) Provider Indemnification.
i) Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (“ Losses“) incurred by Customer resulting from any third- party claim, suit, action, or proceeding (“ Third- Party Claim“) that ( i) the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’ s intellectual property rights; or ( ii) Provider’ s breach of its obligations under this Agreement; or ( iii) Provider’ s violation of any applicable laws, including Americans with Disabilities Act of 1990. Customer shall promptly notify Provider in writing of such Third- Party Claim, cooperate with Provider, and allow Provider sole authority to control the defense and settlement of such Third- Party Claim. Any such settlement, compromise or resolution Provider enters into arising as a result of the Third- Party Claims will not include any admission of wrongdoing by Customer ii) If a Third- Party Claim is made or appears possible, Customer agrees to permit Provider, at Provider’ s sole discretion, to: ( A) modify or replace the Services, or component or part thereof, to make it non- infringing; or ( B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. In the event of termination of this Agreement pursuant to this Section 9( a)( ii), Customer shall be entitled to a pro- rata refund of prepaid Fees.
EXHIBIT B
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iii) This Section 9( a) will not apply to the extent that the alleged infringement arises from: ( A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; ( B) modifications to the Services not made by or authorized by Provider; or ( C) Customer Data.
b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider’ s option, defend Provider 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 this 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: ( i) use of the Services in violation of this Agreement; ( ii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; or iv) modifications to the Services not made by or authorized by Provider. Provider shall promptly notify Customer in writing of such Third- Party Claim, cooperate with Customer, and allow Customer sole authority to control the defense and settlement of such Third- Party Claim. Any such settlement, compromise or resolution Customer enters into arising as a result of the Third- Party Claims will not include any admission of wrongdoing by Provider. c) Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER’ S SOLE REMEDIES AND PROVIDER’ S
SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT
THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL PROVIDER’ S LIABILITY UNDER THIS SECTION 9 EXCEED $ 1, 000, 000.
10. Limitations of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION
WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT ( INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: ( a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; ( c) LOSS OF GOODWILL OR REPUTATION; ; OR ( e) COST OF REPLACEMENT GOODS OR
SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’ S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT
UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT ( INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED $ 1, 000, 000.
11. Term and Termination.
a) Term. This Agreement shall begin as of the date Customer signed the Annual Service Agreement ( the “ Effective Date”) hereof and, unless otherwise terminated pursuant to this Agreement’ s express provisions, continue through the Service Term as described in the Annual Service Agreement ( the “ Initial Term”). The Service Term shall be referred to as a “ Term.”
b) Termination. In addition to any other express termination right set forth in this Agreement:
i) Provider may terminate this Agreement, effective on written notice to Customer, if Customer: ( A) fails to pay any amount when due hereunder, and such failure continues
EXHIBIT B
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more than sixty ( 60) days after Provider’ s delivery of written notice thereof; or ( B) breaches any of its obligations under Section 2( c) or Section 6; ii) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: ( A) is incapable of cure, including a breach of the Confidentiality provisions of Section 6 of the Agreement; or ( B) being capable of cure, remains uncured thirty ( 30) days after the non- breaching Party provides the breaching Party with written notice of such breach; or iii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: ( A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; ( B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; ( C) makes or seeks to make a general assignment for the benefit of its creditors; or D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Provider IP and, without limiting Customer’ s obligations under Section 6, Customer shall delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed. Except as otherwise provided in this Agreement, no expiration or termination will affect Customer’ s obligation to pay all Fees for Services rendered until the expiration or termination, or entitle Customer to any refund. d) Survival. This Section 11( d) and 1, 5, 6, 7, 8( b), 9, 10, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
12. Miscellaneous.
a) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: ( i) first, this Agreement, excluding its Exhibits; ( ii) second, the Exhibits to this Agreement as of the Effective Date; and ( iii) third, any other documents incorporated herein by reference.
b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder ( each, a “Notice“) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement ( or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier ( with all fees pre- paid), facsimile or email ( with confirmation of transmission), or
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DocuSign Envelope ID: EC65DA01- 0919- 4B1E- 9E62- 4BCECF0D07B8 60297.00068\41501332. 1
certified or registered mail ( in each case, return receipt requested, postage pre- paid). Except as otherwise provided in this Agreement, a Notice is effective only: ( i) upon receipt by the receiving Party; and ( ii) if the Party giving the Notice has complied with the requirements of this Section.
c) Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond either Party’ s reasonable control, including but not limited to acts of God, flood, fire, earthquake, OTHER POTENTIAL DISASTER( S) OR CATASTROPHE( S), SUCH AS EPIDEMICS, 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. d) Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and ( ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
f) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the County of San Diego, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. g) Assignment. Neither party may assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
EXHIBIT B
DocuSign Envelope ID: EC65DA01- 0919- 4B1E- 9E62- 4BCECF0D07B8 60297.00068\41501332. 1
h) Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings ( including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re- export of the Services or any Customer Data outside the US.
i) US Government Rights. Each of the Documentation and the software components that constitute the Services is a “ commercial product” as that term is defined at 48 C.F.R. § 2. 101, consisting of “ commercial computer software” and “ commercial computer software documentation” as such terms are used in 48 C.F.R. § 12. 212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with ( a) 48 C.F.R. § 227. 7201 through 48 C.F.R. § 227. 7204, with respect to the Department of Defense and their contractors, or ( b) 48 C.F.R. § 12. 212, with respect to all other US Government users and their contractors.
j) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2( c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise. k) Counterparts. This 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.
EXHIBIT B
DocuSign Envelope ID: EC65DA01- 0919- 4B1E- 9E62- 4BCECF0D07B8 60297.00068\41501332. 1
EXHIBIT A
SERVICE LEVELS AND SUPPORT
Standard Customer Support Contract Terms Dated: 10/ 14/ 22 PublicInput will provide onboarding and implementation services, as well as ongoing support and maintenance as reasonably requested by Customer. Support services related to bug reports or material defects, defined as a malfunction which causes failure of a critical feature or issues with platform performance, will be prioritized, and time associated with fixing any bugs or material defects will be included in the Annual Service Term Fee. Requests for modifications, not considered to be related to a bug or material defect, will be scheduled based on the nature of the request, resource availability, and is subject to pricing stated below. Custom Development, defined as product updates that do not currently exist in their exact form, will be delivered at PublicInput discretion. If approved, Custom Development will be scheduled based on resource availability and charged at the hourly rates set forth in this Agreement.
Standard Customer Support Includes:
1. Periodic virtual user training
2. Access to PublicInput API and API Documentation
3. Customer support via phone, email, chat, ticketing system
4. Hosting and backup services
5. Data access for purpose of analytics
6. Platform data extraction availability at all times: platform data will be available to extract provided the customer gives at least 24 hours’ notice ( weekends excluded) Optional Service Offerings & Fees
1. Data Imports – Custom ( Fee variation based on scope and complexity)
2. Programming Services – $ 500/ hour ( Includes customized development work; Minimum 20 hours)
3. CS Professional Services – $ 250/ hour ( Data research, clean up, special projects or other services; Minimum 8 hours)
EXHIBIT B
DocuSign Envelope ID: EC65DA01- 0919- 4B1E- 9E62- 4BCECF0D07B8 Consultant shall adhere to all terms and conditions of Section 3 of the Agreement and agrees to provide the following types and minimum amounts of insurance, as indicated by checking the applicable boxes ( x).
Type of Insurance Minimum Amount Form
General Liability:
Including products and
completed operations,
personal and
advertising injury
2,000, 000 per occurrence for
bodily injury, personal injury
including death), and property
damage. If Commercial General
Liability insurance with a general
aggregate limit is used, either the
general aggregate limit must apply
separately to this Agreement or the
general aggregate limit must be
twice the required occurrence limit
Additional Insured Endorsement
or Blanket AI Endorsement for
City*
Insurance Services Office Form
CG 00 01
Must be primary and must not
exclude Products/ Completed
Operations
Automobile Liability $ 1,000, 000 per accident for bodily injury, including death, and
property damage
Insurance Services Office Form
CA 00 01
Code 1-Any Auto
Code 8-Hired
Workers’
Compensation
Employer’ s Liability
1,000, 000 each accident
1,000, 000 disease policy limit
1,000, 000 disease each employee
Professional Liability $ 1,000, 000 each occurrence
Other Negotiated Insurance Terms: NONE
INSURANCE REQUIREMENTS
EXHIBIT C
DocuSign Envelope ID: EC65DA01- 0919- 4B1E- 9E62- 4BCECF0D07B8