Policy Confluence, Inc.Services Agreement
THISPOLCOSERVICES Agreement (the“ OrderForm ”)isenteredintoandmadeeffectiveasof___________,2022(“Effective Date”) by andbetweenPolicyConfluence,Inc.,a Delawarecorporation(“ Polco” or“ Company”),andtheCityofRichmond,California(“ Customer ”“you”or“your”).Polco andCustomermaybereferredtointhisAgreement individuallyasa“Party”orcollectively as the “Parties.” Agreement - Thisisabindingagreement byCustomertopurchasePolco’s Servicesassetforthinthetablebelowandfurtherdefinedinthisagreement..EachoftheServicesaregovernedbyandincorporatesthegeneraltermsandconditionsset forthinthisOrderForm,theEnterpriseTermsandConditions(the“EnterpriseTerms”foundat[https://info.polco.us/enterprise-terms])andtheWebsiteTermsofUse(the“ WebsiteTerms ”foundathttps://info.polco.us/eula )(eacha“Supplement,” and collectively with this Order Form,the “Agreement”).
Unlessotherwiseexpresslydefinedherein,alldefinedtermsinanySupplement,respectively,usedinthisOrderFormhavethemeaningstatedintheapplicableSupplement.Intheeventofany conflictorinconsistencybetweentheprovisionsof(a)thisOrderForm,(b)aSupplement(asapplicable),and(c)any otherdocumentsorpoliciesreferencedinthisOrderFormortheSupplements,thegoverningorderofprecedenceshallbe:(i)thisOrderForm(ii)theEnterpriseTerms; (iii) the Website Terms; and (iv) any other document incorporated herein by reference.
Customer Information:
Customer Name: City of Richmond, California
Address: 450 Civic Center Plaza, Richmond, CA 94804
Contact: LaShonda White
Phone: 510.620.6828
E-mail: [email protected]
Training and Support- Your subscription includesaccess to the Services and Polco Materials asdescribed below, which includes training materials, as well as access to technical supportservices for your Authorized Users. You understand that technical support services are fortechnical product support, and such services are not to be used as a substitute for propertraining and education.
Privacy Policy- You acknowledge that you have readand understand Polco’s Privacy Policy (the“Privacy Policy” found athttps://info.polco.us/privacy). 1 Initial Term Starting:December 20, 2022InitialTerm Ending:December 19, 2025 The InitialTerm of this Agreement shall be for a period of thirty-six (36) months from the Effective Date,unless earlier terminated pursuant to this Agreement or either party gives the other partywritten notice of non-renewal at least thirty (30) days prior to the expiration of the then-currentTerm.
Fees- The Fees for your Initial Term are outlinedbelow. All Fees are for annual terms (from thecommencement of this Agreement) unless otherwise noted.
First 12-month term (2022-2023)
Fee Type Name Fee
Software Service Subscription Polco Performance Plan (with The NationalCommunity Survey) $17,000/ year
Subscription Expanded outreach $5,000/year
Subscription ½ page of custom questions $2,800/year
Subscription Spanish translation of benchmark survey $1,350/year Subscription The NCS - custom benchmark comparisons $2,000/year Subscription adding reminder postcards to 4,500households $3,375/year
Total: $31,525 /year
Summary of 3 Year Costs
Term Name Total Cost*
Year 1: 2022-2023 Polco Performance Plan with add-ons (as outlined above) $31,525 Year 2:2023- 2024 Polco Premium - ongoing access to Richmond’s profile onPolco, including continuing to build and access subscribers, allbenefits of Polco Premium $7,500
Year 3:2024-2025 Polco Performance Plan with add-ons $32,500 Total for36-month term:$71,525
*Entering into a 36-month purchasing agreement will result in significant cost savings forRichmond. Typical annual increases to pricing are at least 7%. Polco will lock- in a priceincrease for the next iteration of The National Employee Survey at 3% (2024-2025 2 subscription year) which represents guaranteed savings. Richmond may purchase additionalservices as needed, Polco will provide additional quotes upon request.
Billing- You will be invoiced upon execution of thisAgreement and all Fees for your Initial Termare due within 30 days following the Invoice Date. If applicable, sales tax shall be assessed onyour invoice to comply with the sales tax laws and regulations in your state. YourImplementation shall be suspended if Fees for your Initial Term are not received in a timelyfashion, and your Account shall be suspended and inaccessible if such Fees are not receivedwithin 30 days of the invoice due date.
Fees for Renewal Terms shall be invoiced 60 days in advance of the start date of the RenewalTerm, and shall be due by the start date of the Renewal Term. Your Account shall beautomatically suspended and inaccessible as of the start date of the Renewal Term if Fees havenot been received by such date, and your subscription shall be deemed terminated if Fees for aRenewal Term are not received within thirty (30) days following the start date of the RenewalTerm. There shall be a $500 (USD) reactivation fee if your account is suspended for latepayment.
Except to the extent otherwise expressly stated in this Agreement all obligations to paysubscription Fees are non-cancelable and all payments are non-refundable. You agree that yourpurchases are not contingent on the delivery of any future functionality or features, ordependent on any oral or written public comments made by Polco regarding future functionalityor features.
Compliance with data protection laws-Each Partywill comply with any applicable dataprotection and privacy laws and applicable to such Party’s performance of its obligations underor in connection with this Agreement (“Data ProtectionLaws”). Where applicable DataProtection Laws, whether in effect at the start of the Term or as become applicable or effectiveduring the Term, require the processing of Personal Data to be subject to specific termsbetween the Parties, the Parties shall enter into any necessary amendments to this Agreementand/or separate agreements to the extent necessary to comply with such applicable DataProtection Laws, including without limitation a Data Sharing Agreement. 3 Miscellaneous.
Notices.All notices shall be in writing and shallbe deemed to have been given upon: (i)personal delivery; (ii) the second business day after mailing; or (iii) the second business dayafter sending by email (provided that such email has not been returned as undelivered, or thatsender does not receives an automatic response or other indication that the email account isnot being monitored).
ToPolco:8001 Terrace Avenue, #201 Middleton,WI [email protected] Pedersen, Chief Financial Officer To Customer: City of Richmond, CAC/O:LaShonda WhiteAddress: 450 Civic Center Plaza, Richmond,CA 94804Email: [email protected] Entire Agreement. This Agreement, together with anyother documents incorporated herein byreference, constitutes the sole and entire agreement of the Parties with respect to the subjectmatter of this Agreement and supersedes all prior and contemporaneous understandings,agreements, and representations and warranties, both written and oral, with respect to suchsubject matter.
Counterparts. This Agreement and any amendments heretomay be executed simultaneously intwo or more counterparts, each of which shall be deemed an original, but all of which togethershall constitute one and the same agreement. The Parties may execute this Agreement and anyamendment hereto in the form of an electronic record utilizing electronic signatures, as suchterms are defined in the Electronic Signatures in Global and National Commerce Act (15 U.S.C. §7001, et. seq.). Electronic signatures, or signatures transmitted electronically via PDF or similarfile delivery method is legal, valid, and binding upon execution and delivery for all purposes andeach shall have the same effect as an original signature.
Severability. If any provision of this Agreement isinvalid, illegal, or unenforceable in anyjurisdiction, such invalidity, illegality, or unenforceability will not affect any other term orprovision of this Agreement or invalidate or render unenforceable such term or provision in anyother jurisdiction. Upon such determination that any term or other provision is invalid, illegal, orunenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affecttheir original intent as closely as possible in a mutually acceptable manner in order that thetransactions contemplated hereby be consummated as originally contemplated to the greatestextent possible. 4 POLICY CONFLUENCE, INC.
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