City of Signal Hill
2175 Cherry Avenue Signal Hill, CA 90755-3799
October 2, 2024
Bludot Technologies, Inc.
Attn: Sophia Zheng
650 Castro St., Ste. 120 #96003
Mountain View, CA 94041
Re: Letter of Agreement for Open Rewards Program Application Software Hosting Services Dear Ms. Zheng:
This letter shall be our Agreement regarding the Open Rewards Program Application Software Hosting Services described below (“Services”) to be provided by Bludot Technologies, Inc. (“Consultant”) as an independent contractor to the City of Signal Hill for the City’s Open Rewards Shop Local Program (“Project”).
The Services to be provided are more particularly described in the Scope of Services attached hereto as Exhibit “A” attached, and shall be subject to the Bludot Technologies Terms and Conditions (https://www.bludot.io/terms-and-conditions), both incorporated herein by this reference. Should a conflict exist between this Agreement and the Bludot Terms and Conditions, the Bludot Terms and Conditions shall govern.
Consultant shall perform all Services under this Letter of Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California, and consistent with all applicable laws. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services and that such licenses and approvals shall be maintained throughout the term of this Agreement.
Services on the Project shall begin on IMMEDIATELY” and be completed by June 30, 2025, unless extended by the City in writing (“Term”). The Term may be extended up to 180 calendar days (“Term Contingency”) at the sole discretion of the City. The City may terminate this Letter of Agreement at any time with or without cause. If the City finds it necessary to terminate this Letter of Agreement without cause before Project completion, Consultant shall be entitled to be paid in full for those Services adequately completed prior to the notification of termination. Consultant may terminate this Letter of Agreement for cause only.
Compensation for the Services shall be based on the flat-fee subscription cost of $495.00 per month; however, unless expressly agreed in writing in advance by the City, the total compensation paid to Consultant cost to the City for the Services shall not exceed the lump sum amount of Six Thousand Dollars ($6,000.00) over the Term of the Agreement. In addition, the City shall provide a one-time, lump sum deposit in the amount of __ Thousand Dollars ($ ,000.00) to the Project’s Reward Fund Bank to be utilized as Rewards Funds pursuant to the Project.
Invoices shall be submitted to the City each month and no later than thirty (30) days from the end of the previous month as performance of the Services progresses. City shall review and pay the approved charges within thirty (30) days of receipt of such invoices. If the City disputes any of Consultant’s fees, the City shall give written notice to Consultant, within thirty (30) days of receipt of an invoice, of any disputed fees set forth therein.
Consultant agrees to procure and maintain, at Consultant’s expense all insurance specified in Exhibit “B” attached hereto and by this reference incorporated herein. Consultant shall require all subconsultants to carry the same policies and limits of insurance that the Consultant is required to maintain, unless otherwise approved in writing by the City.
To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, expenses, liabilities, losses, damages and injuries to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of this Agreement, including, without limitation, the payment of all consequential damages, attorneys’ fees and other related costs and expenses. The only limitations on this provision shall be those imposed by Civil Code Sections 2782 and 2782.8.
The City shall refrain from releasing Consultant’s proprietary information (“Proprietary Information”) unless the City’s legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant’s objection to the City’s release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City’s choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information. **Signatures on following page**
If you agree with the terms of this Letter of Agreement, please indicate by signing and dating where indicated below.
CITY OF SIGNAL HILL
BLUDOT TECHNOLOGIES, INC.
By:
Carlo Tomaino
City Manager
By:
Sophia Zheng
Founder, CEO
[If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary OR Treasurer REQUIRED] ATTEST:
By:
Kimberly Boles
Assistant City Clerk
By:
APPROVED AS TO FORM:
By:
Matthew Richardson
Best Best & Krieger LLP
City Attorney
EXHIBIT “A”
SCOPE OF SERVICES
EXHIBIT B
INSURANCE REQUIREMENTS
[CITY RISK MANAGER TO REVIEW PRIOR TO EACH USE] Prior to commencement of the Services, Consultant shall provide proof of Commercial General Liability insurance with coverage at least as broad as Insurance Services Office “occurrence” Form CG 0001 with limits of not less than $1,000,000 per occurrence and $2,000,000 in the general aggregate, and Automobile Liability insurance with coverage at least as broad as Insurance Services Office Form CA 0001 with limits of not less than $1,000,000. Defense costs shall be paid in addition to the limits. Consultant’s policy of Commercial General Liability insurance shall be endorsed to name the City, its officials, officers, employees, agents and volunteers shall be named as additional insureds for ongoing and completed operations using endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 or endorsements providing the exact same coverage. Consultant’s policies of insurance shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) restricting coverage to sole liability of Consultant; or (4) otherwise contrary to the terms or purposes of this Agreement. If the existing policies do not meet these insurance requirements, Consultant agrees to amend, supplement or endorse the policies to do so. Consultant’s policies shall be primary and any other insurance, deductible or self-insurance maintained by the City its officials, officers, employees, agents or volunteers shall not contribute with this insurance. Consultant shall waive all subrogation rights against the City, its officials, officers, employees, agents and volunteers. If Consultant is an employer or otherwise hires one or more employees during the term of this Project, Consultant shall also provide proof of workers’ compensation coverage as required by the State of California and Employer’s Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease, together with a waiver of subrogation endorsement stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents and volunteers.
(BB&K 2019)
-3-
55728.00302\42754815.155728.00302\42754815.1
55728.00302\42754815.1
55728.00302\42754815.1
55728.00302\42754815.155728.00302\42754815.1
55728.00302\42754815.1
55728.00302\42754815.1
(BB&K 2019)
Exhibit “A”-1
55728.00302\42754815.155728.00302\42754815.1
55728.00302\42754815.1
55728.00302\42754815.1
(BB&K 2019)
Exhibit “B”-1
55728.00302\42754815.155728.00302\42754815.1
55728.00302\42754815.1
55728.00302\42754815.1