Spanish Tagalog
NOTICE OF PUBLIC HEARING
BY THE CITY COUNCIL OF THE CITY OF SUISUN CITY
REGARDING PROPOSED INCREASES TO THE CITY’S MAXIMUM RATES
FOR SOLID WASTE SERVICES
Dear Suisun City Customer/Property Owner of Record:
NOTICE IS HEREBY GIVEN that the City Council (City Council) of the City of Suisun City (City) will hold a Public Hearing to consider increasing the rates (Rates) charged to residential and commercial/industrial customers for the collection, transfer, transportation, recycling, processing, and disposal of solid waste (Solid Waste Services) as follows:
DATE: September 2, 2025
TIME: 6:30 p.m., or as soon thereafter as the matter may be heard
PLACE: Suisun City Council Chambers,
701 Civic Center Blvd., Suisun City, CA 94585
The Public Hearing will be conducted in accordance with California Constitution Article XIII D, Section 6 (also known as Proposition 218). This Notice is being sent to record owners of properties in the City that are subject to the Rates. As a result, you may receive duplicates of this Notice.
All interested persons are invited to attend the Public Hearing. The City Council will hear and consider all written and oral comments regarding the proposed R ates at the Public Hearing. In the absence of a majority protest (see below), the City Council may adopt the proposed R ates set forth in this Notice or may adjust the Rate increases as provided so long as the adopted Rates do not exceed the Rates set forth in this Notice.
INFORMATION ABOUT THE PROPOSED RATES
Background: The City Council previously determined that Solid Waste Services are to be performed by a private company under an exclusive F ranchise Agreement. The City’s exclusive Franchise Agreement with Republic Services was originally approved by the City Council on June 25, 1991, and there have been t hree contact amendments to date. In April 2022, an Interim Memorandum of Understanding (Interim MOU) was agreed to extend the term of the Franchise Agreement, and both parties agreed to renegotiate in good faith the full Franchise Agreement within five years of the signing of Interim MOU. The Interim MOU was required to ensure the City complied with the new State imposed Senate Bill (SB) 1383 requirements for sorting of organic waste materials from the regular waste stream and complying with specified processing requi rements, to address other State recycling requirements, and to address the cost differentials due to “China Sword” issues. China Sword issues include former end-of- stream outlets no longer agreeing to accept the volume of the recycling stream from the United States.
The completion of the renegotiation of the City’s Franchise Agreement with Republic Services (dba Solano Garbage) has resulted in a change in the garbage rates. The rate change culminates in a 12.07% increase for residential and commercial /industrial services. For residential rates, this is an increase of $5.93 per month. A new option of a smaller -sized solid waste container (65 gallon) would result in an increase of $0.43 per month. Residential services included in the new Franchise Agreement include the following:
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• Two (2) Bulky Waste pick-ups per year.
• 65-gallon option for solid waste cart.
• Holiday Tree Collection service.
• Two (2) paper shredding events per year.
• “Sharps” mail back program (one mail back per year).
• Two (2) extra bags of trash after Christmas (residential only). • Batter drop-off program at City Hall.
• Recycling buy-back center at the Republic Services facility. • Two (2) compost giveaway events per year.
• Curbside used motor oil & filter collection service.
• White Goods (appliance) drop-off program.
• Household Hazardous Waste (HHW) drop-off program.
• Batteries, Oil, Paint, and Antifreeze (BOPA) drop-off program. • E-waste drop-off program.
• Two (2) HHW & Extended Producer Responsibility drop-off events (commercial only).
The proposed Rates are shown in Exhibit “A” hereto. The proposed Rates include charges for weekly residential service and commercial/industrial service based on size of containers and frequency of service, as well as special charges for optional services including bin rental. Residential services are billed quarterly and commercial/industrial services are billed monthly.
Basis upon which the proposed Rates were calculated: The proposed Rates will compensate Republic Services for the costs of providing Solid Waste S ervices, including all labor, equipment, material, supplies, supervision and all other items necessary to perform the work and provide the services described in the proposed amended Franchise Agreement. The proposed Rates reflect additional costs that will be incurred by Republic Services under the amended Franchise Agreement, including, without limitation, the increased costs of complying with SB 1383 and the SB 1383 Regulations.
If approved by the City Council, the initial Rate increases will become effective on October 1 , 2025. In addition, beginning January 1, 2027, without holding additional public hearings, each cost component of the Rates may be adjusted on a yearly basis each January 1 based on the actual increase in the Consumer Price Index (CPI) and the Index that shall be used shall be the series CUSR0000SEHG, Water and Sewer and Trash Collection Services in U.S. city average, all urban consumers, seasonally adjusted, for the twelve-month (12-month) period ending June 30 prior to the rate year anniversary date for changes in the Consumer P rice Index (CPI) for the twelve month period from July to June.
Therefore, the first rate adjustment, effective January 1, 2027, will be based on the percentage change in the CPI for the average value from July 1, 2025 through June 30, 2026, compared to the average CPI value from July 1, 2024, through June 30, 2025, rounded to the nearest hundredth of a percent.
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In any year that the calculation of the CPI exceeds five percent (5%), the total adjustment for that year will equal five percent (5%) and any excess may be added to the rate adjustment percentage in the following year or any subsequent year, provide the total adjustment in any year shall not exceed the annual 5% cap. If the CPI is negative (after accoun ting for any applicable rollover percentages from prior year, there will be no CPI adjustment for that year. Annual rates will not be subject to decreas e should the CPI be negative.
ABILITY TO PROTEST
At the Public H earing, the City Council will hear and consider all objections or protests to the proposed Rates. Any record owner of property subject to the Rates and any tenant that is directly liable for paying for Solid Waste Services (each, a “customer”) may submit a written protest against the proposed Rates. If a parcel has more than one customer, only one written protest against the proposed Rates will be counted in determining the existence of a majority protest against the proposed Rate s. A majority protest will exist if at the end of the Public H earing, there are written protests submitted (and not withdrawn) by a majority of the customers subject to the proposed Rates . The City Council cannot adopt the proposed Rates if a majority protest exists.
How to Submit a Written Protest. To be counted in determining the existence of a majority protest against the proposed Rates, a protest must: (1) be in writing, (2) identify the parcel subject to the proposed Rate s (by Assessor’s parcel number or service street address), (3) state opposition to the proposed Rates, and (4) include the name and original signature of the customer submitting the protest.
Written protests may be delivered in-person to the City Clerk during the Public Hearing. Written protests may also be submitted prior to the Public Hearing by mail or personal delivery to the Office of the City Clerk at 701 Civic Center Blvd., Suisun City, CA 94585. Protests that are mailed or delivered to the Office of the City Clerk must be received (not postmarked) at City Hall prior to 12:00 p.m. on September 2, 2025 to be counted. Emailed and faxed protests will not be accepted.
Additional information regarding the proposed Rates may be obtained from the City’s Public Works Department at (707) 421- 7340 or 701 Civic Center Blvd., Suisun City, California. Additional information and a copy of this N otice is also available on the City of Suisun City’s website at www.suisun.com (search for Prop 218).
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EXHIBIT “A”
SOLID WASTE RESIDENTIAL AND COMMERCIAL/INDUSTRIAL RATES(1) (1) Not all fees included in the rate structure shown above constitute “property-related fees” subject to the majority protest process under Proposition 218. The City has nonetheless provided the full proposed rate schedule in furtherance of public transparency.
.
Exhibit A - 1
1/1/2019
Solid Waste RES rate 64/65 gallon can -$ 12.07% 0.43$ 49.54$ Solid Waste RES rate 95/96 gallon can 49.11$ 12.07% 5.93$ 55.04$ Suisun City Residential Rates
Rates Effective 10/1/2025
Rates Effective
1/1/2025 % Rate Increase Increase Amount Rates Effective 10/1/2025
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EXHIBIT “A”
SOLID WASTE RESIDENTIAL AND COMMERCIAL/INDUSTRIAL RATES(1)
(1) Not all rates identified above constitute “property-related fees” subject to the majority protest process under Proposition 218. The City has nonetheless provided a full schedule of all fees in furtherance of public transparency.
Exhibit A - 2
Effective Rates
1/1/2019
P/U Rates Effective Rates Effective
Per Week 1/1/2025 10/1/2025
1 33.30$ 37.32
2 60.80$ 68.14
Trailer Park and Apts. 3 91.21$ 102.22
(curbside 32 gal can) 4 121.64$ 136.32
5 152.01$ 170.36
1 85.70$ 96.04
2 171.38$ 192.07
96 gal cart 3 257.08$ 288.11
4 342.78$ 384.15
5 428.50$ 480.22
1 92.40$ 103.55
2 184.82$ 207.13
65 gal cart (Food waste) 3 277.23$ 310.69 4 369.66$ 414.28
5 462.03$ 517.80
Extra 54.24$ 60.79
Suisun City Commercial/Industrial Rates
Rates Effective 10/1/2025
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EXHIBIT “A”
SOLID WASTE RESIDENTIAL AND COMMERCIAL/INDUSTRIAL RATES(1)
(1) Not all rates identified above constitute “property-related fees” subject to the majority protest process under Proposition 218. The City has nonetheless provided a full schedule of all fees in furtherance of public transparency.
Exhibit A - 3
43,466.00$
1 330.05$ 369.89$
2 610.79$ 684.51$
3 888.13$ 995.33$
2 CY Bin 4 1,167.43$ 1,308.34$
5 1,421.82$ 1,593.43$
Xtra PU 86.97$ 97.47$
1 463.32$ 519.24$
2 854.25$ 957.36$
3 1,218.95$ 1,366.08$
3 CY Bin 4 1,596.96$ 1,789.71$
5 1,920.30$ 2,152.08$
Xtra PU 110.08$ 123.37$
1 596.25$ 668.22$
2 1,151.25$ 1,290.21$
3 1,564.40$ 1,753.22$
4 CY Bin 4 2,084.76$ 2,336.39$
5 2,560.11$ 2,869.12$
Xtra PU 142.72$ 159.95$
1 708.17$ 793.65$
2 1,346.82$ 1,509.38$
3 1,917.60$ 2,149.05$
5 CY Bin 4 2,516.03$ 2,819.71$
5 3,056.94$ 3,425.91$
Xtra PU 170.37$ 190.93$
1 792.75$ 888.43$
2 1,532.90$ 1,717.92$
3 2,241.17$ 2,511.68$
6 CY Bin 4 2,871.87$ 3,218.50$
5 3,500.87$ 3,923.43$
Xtra PU 184.55$ 206.83$
3 days box 270.76$ 303.44$
1 974.94$ 1,092.62$
2 1,849.65$ 2,072.90$
3 2,717.71$ 3,045.74$
7 CY Bin 4 3,604.43$ 4,039.48$
5 4,479.57$ 5,020.25$
Xtra PU 206.96$ 231.94$
Rates Effective Rates Effective
1/1/2025 10/1/2025
20 yd box MSW $659.49 739.10$
25 yd box MSW $699.47 783.89$
30 yd box MSW $739.44 828.69$
40 yd box MSW $779.47 873.56$
20 yd box Metal & Wood $559.55 627.09$
25 yd box Metal & Wood $595.12 666.95$
30 yd box Metal & Wood $628.38 704.22$
40 yd box Metal & Wood $666.12 746.53$
20 yd box YW (Organics) 616.79 691.23$ 25 yd box YW (Organics) 652.36 731.10$ 30 yd box YW (Organics) 685.62 768.37$ 40 yd box YW (Organics) 723.36 810.67$ Less than 30 Yd Compactor $799.40 895.88$
30 yd - 39 Yd Compactor $999.31 1,119.92$
> 40 Yd Compactor $1,199.09 1,343.82$
Extra Day Charge (IND) $58.51 65.57$
County Delivery Charge $108.93 122.08$
Relocation $107.47 120.44$
Over 2 tons $97.70 109.50$
Over 2 tons (YW Organics) 129.01 144.58$ Same Day Service 292.33 327.62$
Lock Bar Installation 22.98 25.75$ Lock Bar Service 100.32 112.43$
Extra Yard - Comm 43.92 49.22$ Contamination - Comm 167.38 187.59$ Special
Charges
Compactor
Suisun City Commercial/Industrial Rates
Rates Effective 10/1/2025
Per Week
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CITY OF SUISUN CITY
List of Services Offered as Part of the New
Proposed New Franchise Agreement with Republic Services
List of New Programs and Services:
- Paper Shredding Events – 2x/year
- 65-gallon option for trash carts (SFD)
- Increased from one (1) annual bulky waste pick-up to two (2) annual bulky pick-ups (SFD) - Holiday Tree Collection (SFD)
- Sharps Mail-Back Program (SFD)
- Household Hazardous Waste / Extended Producer Responsibility Drop-Off Events – 2x/yr (COMM) - Two extra bags of trash after Christmas (SFD)
- Battery Drop-Off Program (at three city facilities) (SFD) - Formalized more opportunities for free replacement of broken and damaged carts (1 of each cart type every 10 years) (SFD)
List of Ongoing Pre-Existing Programs and Services:
- Recycling Buy-Back Center
- Buy-Back Center coupons (can be used towards bill)
- Compost Giveaway Events – 2x/year
- Motor Oil Curbside Collection Program (SFD)
- Motor Oil Drop-Off Program (SFD)
- White Goods Drop-off program (formalized 5 days/week instead of 16 days/year) (SFD) - Household Hazardous Waste (including BOPA and e-waste) Drop-Off Program (SFD)
SFD = Single Family Dwelling/Residential Account
COMM = Commercial Account
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6/16/2025
1 City Council Meeting
July 1, 2025
• What is triggering a refuse rate increase?
• Key new services
• Proposed refuse rates
• Proposition 218 Process
• Recommendations
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6/16/2025
2 The Interim Memorandum of Understanding (MOU) approved at the April 5, 2022, Council Meeting included a clause that called for the complete renegotiation of the Franchise Agreement between the City and its franchise waste hauler, Republic Services (dba Solano Garbage).
• Paper Shredding Events –2 x / y r
• 65‐gallon option for trash carts (SFD)
• Increased from one (1) annual bulky waste pick‐up to two (2) annual bulky pick‐ups (SFD) • Holiday Tree Collection (SFD)
• Sharps Mail‐Back Program
• Household Hazardous Waste / Extended Producer Responsibility Drop‐Off Events –2 x / y r • Two extra bags of trash after Christmas (SFD)
• Battery Drop‐Off Program (at three city facilities)
• Formalized more opportunities for free replacement of broken and damaged carts (1 of each cart type every 10 years)
Residential Service Current Rate % Increase Increase
Amount
Proposed New
Rate
Residential Solid Waste 95/96 Gallon Can 49.11$ 12.07% 5.93$ 55.04$ Residential Solid Waste 64/65 Gallon Can ‐$ 12.07% 0.43$ 49.54$ 517
6/16/2025
3 • Recycling Buy‐Back Center
• Buy‐Back Center coupons (can be used towards bill)
• Compost Giveaway Events –2 x / y r
• Motor Oil Curbside Collection Program (SFD)
• Motor Oil Drop‐Off Program
• White Goods Drop‐off program (formalized 5 days/wk instead of 16 days/yr)
• Household Hazardous Waste (including BOPA and e‐waste) Drop‐ Off Program
• Passed by California voters in 1996 and part of
California’s Constitution.
• Proscribes the method for local government to create
or increase property‐related fees.
• Allows property owners to protest proposed rate
increases.
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6/16/2025
4 • Schedule a Public Hearing (September 2, 2025).
• Mail a public notice to Suisun City property owners that provides information regarding the proposed rate adjustment.
• Allow for a 45‐day period during which the City receives written protests from property owners.
• Hold the Public Hearing, and assuming a majority protest is not received, Council conducts a vote to adopt the rate adjustment. • The rate adjustment becoming effective immediately upon approval following the Public Hearing.
• Authorize City Staff and the City Attorney to issue ratepayer notices of proposed residential and commercial/industrial refuse rate adjustments ‐ for a majority protest process in accordance with Prop 218, to be substantially in the form set forth at Exhibit “C” hereto. • Set a Public Hearing for the majority protest process for September 2, 2025.
Questions?
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AGENDA ITEM NO. 12.
AGENDA TRANSMITTAL
MEETING DATE:
July
1, 2025
AGENDA ITEM:
Council Adoption of Resolution No. 2025-___: Approval of a Three-Year Agreement with Polimorphic for Constituent Relationship Management and Artificial Intelligence (AI) Services.
FISCAL IMPACT:
The proposed contract is $23,200 annually for a total of $69,600 over three years.
Sufficient budget is available under Recreation, Parks and Marina departmental budget under the General Fund account 010-8610-91431.
STRATEGIC PLAN:
This action aligns with the City's Strategic Plan goals to explore outsourcing of city services by improving customer service and resident engagement, leverage technology to increase government efficiency and enhance transparency and access to information.
BACKGROUND:
The City has been exploring tools to modernize service delivery and reduce the administrative burden on staff. As resident expectations continue to shift toward digital, on-demand access, cities are turning to intelligent platforms to streamline workflows, improve responsiveness, and deliver 24/7 access to public services. Polimorphic is a civic technology company that offers a unified Constituent Relationship Management (CRM) platform combined with AI-driven chatbot, search, and voice assistant capabilities. Their solution is tailored to local governments and is currently used by multiple municipalities nationwide.
STAFF REPORT:
The proposed three-year agreement with Polimorphic includes the following key services:
CRM Platform: A centralized case management and workflow automation system to replace fragmented or manual service tracking processes.
AI Chatbot & Search Tool: Available in over 75 languages, this allows residents to ask questions and access city services 24/7 on web, text, or mobile.
Voice AI: Intelligent call routing and virtual assistant to reduce staff call volume and streamline phone-based service requests.
Analytics & Reporting: Real-time insights into resident needs, service delivery times, and process bottlenecks.
Staff anticipates the following benefits from implementing Polimorphic:
Significant reduction in staff time spent handling routine inquiries Faster service request response and resolution
Improved accessibility for residents with language or mobility barriers Enhanced transparency through centralized case tracking and reporting
The platform integrates with existing systems and requires minimal internal IT support for deployment and maintenance. Polimorphic has demonstrated success in communities of similar size and complexity.
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STAFF RECOMMENDATION:
Staff recommends City Councl to approve a three-year agreement with Polimorphic in the amount of $23,200 per year, for a total not to exceed $69,600, and authorize the City Manager to execute the agreement and the following resolution:
a
.
Council Adoption of Resolution No. 2025-___: Approval of a Three-Year Agreement with Polimorphic for Constituent Relationship Management and Artificial Intelligence (AI) Services
DOCUMENTS ATTACHED:
1 .
Resolution
2 .
Contract
3 .
PowerPoint Presentation
PREPARED BY:
Michael Elm, Administrative Technician
REVIEWED BY:
Bret Prebula, City Manager
APPROVED BY:
Bret Prebula, City Manager
ATTACHMENTS:
1. Polimorphic Contract Resolution.docx
2 - Suisun City - Polimorphic AI Subscription Agreement - Final.pdf
3. Polimorphic PowerPoint Presentation
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RESOLUTION NO. 2025 –
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SUISUN CITY
AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH
POLIMORPHIC FOR CONSTITUENT RELATIONSHIP MANAGEMENT AND AI-
POWERED TECHNOLOGY SERVICES
WHEREAS, the City of Suisun City is committed to improving constituent services, streamlining internal operations, and enhancing public access to information through the use of modern technology; and
WHEREAS, Polimorphic is a government-focused technology company that provides Constituent Relationship Management (CRM), AI-driven virtual assistant tools, workflow automation, and performance dashboards tailored to the needs of local governments; and WHEREAS, the proposed services will support the City’s goals of increasing transparency, improving internal efficiency, and ensuring equitable access to City services for all residents, including those with limited English proficiency; and WHEREAS, Polimorphic has demonstrated success in other jurisdictions in reducing staff time spent on manual processes, decreasing call volumes, and improving resident engagement; and
WHEREAS, the total cost of the contract will not exceed $69,600 over three years, with annual payments of $23,200, and funding will be appropriated through the adopted budget in each respective fiscal year;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Suisun City, as follows:
1. The City Council hereby authorizes the City Manager to negotiate and execute a three- year contract with Polimorphic in an amount not to exceed $69,600, subject to approval as to form by the City Attorney.
2. The City Manager is further authorized to take all necessary and proper actions to implement the services and functionalities outlined in the contract, including executing any related documents or amendments, provided that such actions do not exceed the authorized not-to-exceed amount.
3. This resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED at a Regular Meeting of said City Council of the City of Suisun City duly held on Tuesday, the 1st day of July 2025, by the following vote:
AYES: Councilmembers:
NOES: Councilmembers:
ABSENT: Councilmembers:
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ABSTAIN: Councilmembers:
WITNESS my hand and the seal of said City this 1st day of July 2025.
Anita Skinner
City Clerk
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SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT (this
“Agreement”) is made and entered into effective as of
the ___ day of May _, 20 25 (the “ Effective Date ”)
between Polimorphic Inc., a ______________
corporation with offices at 122 W. 26th Street, Suite
1104, New York, New York, CA 10001, USA
(“Polimorphic”) and City of Suisun City , a general
law city organized under the laws of California with
offices at 701 Civic Center Blvd, Suisun City, CA
94585 (“Subscriber”).
For good and valuable consideration, the
receipt and sufficiency of which are hereby
acknowledged, Subscriber and Polimorphic
(collectively, the “ Parties” and each, a “ Party”)
hereby agree as follows:
1. Services. Subject to the terms and
conditions of this Agreement, Polimorphic will
provide Subscriber with AI Search and Chatbox,
Voice AI, CRM & Workflow and Integrations (the
“Services”) solely for Subscriber’s internal non-
commercial use, as set forth in the Scope of Services,
attached hereto and incorporated herein as Exhibit A.
Subscriber will be responsible for obtaining internet
access and other third Party software and services
necessary for it to access the Services. The Services
are subject to modi fication from time to time at
Polimorphic's sole discretion, for any purpose deemed
appropriate by Polimorphic ; provided, that
Polimorphic will not materially reduce the aggregate
features and functionalities of the Services.
1.1 Availability. Except as otherwise
agreed between Polimorphic and Subscriber in
writing, Polimorphic shall make the Services available
99.5% of the time, excluding any time referred to in
the following sentence. Notwithstanding the
foregoing, Polimorphic reserves the right to suspend
Subscriber’s access to the Services: (i) for scheduled
or emergency maintenance, or (ii) any loss or
interruption of Software due to a force majeure event
as set forth in Section 11.3 below. Polimorphic will
give the Subscriber prior written notice of any
suspension due to scheduled maintenance.
1.2 Support. Subject to the terms and
conditions hereof, Polimorphic will provide support to
the Subscriber for the Services. The Subscriber will
designate an employee who will be responsible for all
matters relating to this Agreement (“ Primary
Contact”). Subscriber may change the individual
designated as Primary Contact at any time by
providing written notice to Polimorphic. In addition to the Services, Polimorphic will provide Subscriber with
up to eight (8) hours of consulting services per quarter at no charge.
1.3 Cooperation. Subscriber will
reasonably cooperate with Polimorphic in connection
with the performance of this Agreement by making
available such personnel and information as may be
reasonably required, and taking such other actions as
Polimorphic may reasonably request to assist in its
provision of the Services. Subscriber will also
cooperate with Polimorphic in establishing a password
or other procedures to verify that only designated
employees of Subscriber have access to any
administrative functions of the Services. In the event Subscriber gives Polimorphic written notice of a
“litigation hold” or a request for records under the
California Public Records Act (Gov. Code § 6250 et
seq.), then as to all data identified in such notice,
Polimorphic shall, at no additional cost to Subscriber, isolate and preserve all such data pending receipt of
further direction from Subscriber.
2. Restrictions. Subscriber will not, and
will not permit any third Party to: reverse engineer,
decompile, disassemble or otherwise attempt to
discover the source code, object code or underlying
structure, ideas or algorithms of the Services or any
related software, documentation or data related to the
Services ( provided, that reverse engineering is
prohibited only to the extent such prohibition is not
contrary to applicable law); modify, translate, or create derivative works based on the Services or software ;
except as expressly permitted herein, use the Services
or any related software for timesharing or service
bureau purposes; use the Services or any related
software other than in accordance with this Agreement
and in compliance with all applicable laws and
regulations (including but not limited to any privacy
laws, and laws and regulations concerning intellectual
property, consumer and child protection, obscenity or
defamation); except as expressly permitted by the
functionalities of the Services, run or use any
processes that run or are activated while Subscriber is not logged on to the Services or that “crawl,” “scrape,” or “spider” the Services; or use the Services or any
related software in any manner that (1) is harmful,
fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or
otherwise objectionable (including without limitation,
accessing any computer, computer system, network,
software, or data without authorization, breaching the
525
2 security of another user or system, and/or attempting to circumvent any user authentication or security
process), (2) impersonates any person or entity,
including without limitation any employee or
representative of Polimorphic, or (3) contains a virus, Trojan horse, worm, time bomb, unsolicited bulk,
commercial, or “spam” message, malware, or other
harmful computer code, file, or program (including
without limitation, password guessing programs,
decoders, password gatherers, keystroke loggers,
cracking too ls, packet sniffers, and/or encryption
circumvention programs).
3. Fees and Payment Terms . The
subscriber will pay Polimorphic subscription fees as
stated on Exhibit B attached hereto (the “Fees”) by the payment schedule set forth on Exhibit B . If not
otherwise specified, payments will be due within thirty (30) days of the Subscriber’s receipt of the invoice.
Unless otherwise specified in Schedule A or on an
invoice, all amounts stated in this Agreement or on any invoice are in U.S. dollars and all payments will be
made in U.S. dollars. Polimorphic shall not suspend
any part of the Services where: (a) Subscriber is
reasonably disputing any amount due to Polimorphic ;
or, (b) any unpaid but undisputed amount due to
Polimorphic is less than thirty (30) days in arrears.
Polimorphic shall maintain accurate records of all fees billable to, and payments made by, Subscriber in a
format that will permit an annual audit by Subscriber
for a period of no less than three (3) years from when
a fee was incurred or a payment was made. The
foregoing obligation of Polimorphic shall survive the
termination of this Agreement.
4. Term and Termination.
4.1 Term.
(a) Initial Term. The initial term of
this Agreement begins on the Effective Date and will
continue for one (1) year (the “ Initial Term ”).
Subscriber has the right to terminate the agreement
within the first three (3) months after the Effective
Date if Subscriber provides written notice to
[email protected]. In the e vent that
Subscriber exercises this customer sat isfaction
guarantee option, such termination shall become
effective immediately and Customer shall be eligible
for a full refund of the applicable Services Fees.
(b) Renewal Terms. Following the
Initial Term and unless otherwise terminated as
provided for in this Agreement, this Agreement may
be renewed for up to two (2), successive one (1) year
terms (each, a “Renewal Term” and collectively, the
“Term.”) upon mutual written agreement of the
Parties.
4.2 Termination. In the event of a material
breach of this Agreement by a Party, the other Party
may terminate this Agreement by giving thirty (30)
days prior written notice to the breaching Party;
provided, however, that this Agreement will not
terminate if the breaching Party has cured the breach
before the expiration of such thirty (30) day period.
4.3 Effect of Termination . Except during
the first ninety (90) days, i n the event of any
termination or expiration of this Agreement:
(a) Subscriber will pay
Polimorphic for all undisputed amounts payable
hereunder as of the effective date of termination or
expiration;
(b) all rights and licenses granted
hereunder to Subscriber (as well as all rights granted
to any Affiliates or contractors of Subscriber) will
immediately cease, including but not limited to all use of the Services;
(c) Polimorphic shall, within one
(1) business day following the termination of this
Agreement, provide Subscriber , without charge and
without any conditions or contingencies whatsoever
(including but not limited to the payment of any fees
due to Polimorphic), with a final extract of the
Subscriber Data in the format specified by Subscriber.
Further, Polimorphic shall certify to Subscriber the
destruction of any Subscriber Data within the
possession or control of Polimorphic , in accordance
with Section 12.5, but such destruction shall occur
only after the Subscriber Data has been returned to
Subscriber. This Section shall survive the termination of this Agreement.
4.4 Survival. The following provisions
will survive any termination or expiration of this
Agreement: Sections 4.3 and 4.4, 5, 6, 7.2, 8, 9, and
10. 5. Intellectual Property.
5.1 Title. Except as expressly set forth
herein, Polimorphic alone (and its licensors, where
applicable) will retain all intellectual property rights relating to the Services and related software and any
suggestions, ideas, enhancement requests, feedback,
recommendations or other information provided by
Subscriber or any third Party relating to the Services
and/or related software, which are hereby assigned to
526
3 Polimorphic. Subscriber will not copy, distribute,
reproduce or use any of the foregoing except as
expressly permitted under this Agreement. Except as
expressly set forth herein, this Agreement is not a sale and does not convey to Subscriber any rights of
ownership i n or related to the Services or related
software, any intellectual property rights.
5.2 Data.
(a) In order to provide the Services,
Subscriber will deliver certain of its historical data for Polimorphic to train forecasting models as well as
ongoing data for forecasts (collectively, “ Energy
Data”) to Polimorphic upon request by Polimorphic
during the Term. The historical data may be provided
in a static manner (e.g. through a secure file sharing
system), while the ongoing data must be provided in a
dynamic manner (e.g. through an application
programming interface).
(b) Except as set forth herein,
Subscriber and its licensors shall (and Subscriber
hereby represents and warrants that they do) have and
retain all right, title and interest (including, without limitation, sole ownership of) all content and data
provided by or on behalf of Subscriber and/or its end - users to Polimorphic through or in connection with the
Services, including, without limitation, Model Input
Data and any information regarding Subscriber
products and/or services (collectively, “Data”) and all intellectual property rights in and to such Data.
Subscriber represents that any Data provided to
Polimorphic will be accurate, reliable, and appropriate for purposes of delivering and improving the Services.
If Polimorphic receives any notice or claim that any
Data, or activities hereunder with respect to any Data, may infringe or violate rights of a third Party or any
applicable law or regulation (a “Claim”), Polimorphic
may (but is not required to) suspend activity hereunder with respect to that Data. Subscriber, on behalf of itself and its suppliers and licensors (as applicable) hereby
grants Polimorphic a worldwide, non- exclusive
license to use, view, copy, reformat, distribute, display and analyze (including sublicensing to third party data processors such as Google Cloud Platform and Google
Analytics) the Data solely in connection with
Polimorphic’s performance of the Services, which
includes without limitation training Polimorphic’s
machine learning models, so long as such third party
data processors agree in writing to protect Subscriber
Data to the same extent as required herein. Subscriber
further agrees and represents that it has reviewed and
is subject to Polimorphic’s Privacy Policy, which is
attached hereto and incorporated herein by this
reference, as Exhibit C.
5.3 Marketing. Polimorphic is permitted
to disclose that Subscriber is one of its customers to
any third -Party at its sole discretion, and to place
Subscriber’s name on its website and marketing
materials for this purpose.
6. Confidentiality. In the course of their
dealings, the Parties may disclose to one another
confidential information relating to their business
(“Confidential Information”). For the purposes of
this Agreement, the term “Confidential Information”
shall mean all information and documentation of a
Party that: (a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by
such P arty; (b) if disclosed orally or not marked
“confidential” or with words of similar meaning, was
subsequently summarized in writing by the disclosing
Party and marked “confidential” or with words of
similar meaning; and, (c) should reasonably be
recognized as confidential information of the
disclosing Party. For purposes of this Agreement, in
all cases and for all matters, Subscriber Data shall be deemed to be Confidential Information. Neither Party
will disclose Confidential Information to any third
party, other than to its employees or contractors,
without the express written consent of the other Party, nor will a Party make use of any Confidential
Information other than in the performance of rights or
obligations under this Agreement. Each Party will use
at least the same degree of care to avoid disclosure of Confidential Information as it uses with respect to its own Confidential Infor mation. This Section shall not
limit any prior confidentiality agreement between the
Parties. Confidential Information does not include
information: (a) generally available to or known to the public, (b) previously known to the recipient, (c)
independently developed by the recipient outside the
scope of this Agreement, (d) lawfully disclosed by a
third party, or (e) disclosed during testimony before
any judicial or quasi -judicial court or tribunal, except those held in-camera. Each Party shall advise the other Party immediately in the event either P arty learns or
has reason to believe that any person who has had
access to Confidential Information has violated or
intends to violate the terms of this Agreement and each Party will cooperate with the other P arty in seeking
injunctive or other equitable relief against any such
person. It is understood that Subscriber is subject to the California Public Records Act (Gov. Code § 6250
et seq .). If a request under the California Public
Records Act is made to view P olimorphic’s
Confidential Information, Subscriber shall notify
Polimorphic of the request and the date that such
records will be released to the requester unless
Polimorphic obtains a court order enjoining that
disclosure. If Polimorphic fails to obtain a court order 527
4 enjoining that disclosure, Subscriber will release the requested information on the date specified. Each
Party acknowledges that breach of its obligation of
confidentiality may give rise to i rreparable injury to the other P arty, which damage may be inadequately
compensable in the form of monetary damages.
Accordingly, a P arty may seek and obtain injunctive
relief against the breach or threatened breach of the
foregoing undertakings, in addition to any other legal
remedies which may be available.
7. Representations and Warranties ;
Disclaimer.
7.1 General. Each Party represents and
warrants to the other Party that (a) it has the legal right and power to enter into this Agreement, (b) the
performance of its obligations and/or exercise of its
rights hereunder (including, without limitation, for
Subscriber, its collection, use and/or di sclosure to
Polimorphic of any personally identifiable information
via the Services) will not violate or conflict with (1) any agreements, contracts or other arrangements to
which it is a Party, or (2) any applicable law and/or
regulation, (c) the execution of this Agreement and the performance by it of the transactions contemplated
hereby have been duly authorized by all necessary
corporate action and any other consents required to be
obtained by it have been obtained, (d) it will comply
with all applicable laws and regulations, including,
without limitation, the US Foreign Corrupt Practices
Act, and all other laws and regulations prohibiting
corruption and bribery, and (e) it will not, directly or indirectly make or give, offer or promise to make or
give, or authorize the making or giving of any
payment, gift, or other thing of value or advantage
(including, for example, accommodations, airfare,
entertainment or meals) to any person or entity for the purpose of wrongfully influencing decisions or for any
other purpose that is otherwise unlawful. Further,
Polimorphic represents and warrants that: (a) it is in
the business of providing the Services; (b) the Services are fit for the ordinary purposes for which they will be used; (c) it is the lawful licensee or owner of the
Services (excluding any Subscriber Data therein) and
has all the necessary rights in the Services to grant the use of the Services to Subscriber; (d) the Services and any other work performed by Polimorphic hereunder
shall not to the best of Polimorphic’s knowledge,
infringe upon any United States or foreign copyright,
patent, trade secret, or other proprietary right, or
misappropriate any trade secret, of any third-party, and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or
intellectual property right that would conflict with its obligations under this Agreement; ( e) it has the
expertise to perform the Services in a competent,
workmanlike, and professional manner and in
accordance with industry professional standards; (hf)
the Services will conform in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in the S cope of Work; ( g) it is a
business duly incorporated, validly existing, and in
good standing under the laws of its state of
incorporation; (h) it has all requisite corporate power, financial capacity, and authority to execute, deliver,
and perform its obligations under this Agreement; and
(i) there is no outstanding litigation, arbitrated matter or other known dispute to which it is a party which, if decided unfavorably to it, would reasonably be
expected to have a potential or actual material adverse effect on its ability to fulfill its obligations under this Agreement.
7.2 EXCEPT FOR THE WARRANTIES SET
FORTH IN SUBSECTION 7.1 OF THIS
AGREEMENT, THE SERVICES ARE PROVIDED
"AS IS" AND THE PROVIDER DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE. THE PROVIDER
SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE,
TITLE, AND NON-INFRINGEMENT, AND ALL
WARRANTIES ARISING FROM COURSE OF
DEALING, USAGE, OR TRADE PRACTICE.
8. Indemnification and Insurance.
8.1 Polimorphic agrees to indemnify,
defend, and hold harmless Subscriber and its elected
officials, officers, directors, agents, attorneys and
employees (each, an “Indemnitee“) from and against
any and all liabilities, damages, losses, expenses,
claims, demands, suits, fines, or judgments (each, a
“Claim,” and collectively, the “Claims“), including
reasonable attorneys’ fees, costs, and expenses
incidental thereto, which may be suffered by, incurred
by, accrued against, charged to, or recoverable from
any Indemnitee, by reason of any Claim arising out of
or relating to any negligence or misconduct of
Polimorphic, its officers, directors, agents, employees, and subcontractors, during the performance of this
Agreement, including, without limitation, Claims
arising out of or relating to: (a) bodily injury
(including death) or damage to tangible personal or
real property; (b) any payment required to be paid to
subcontractors, if any, of Polimorphic; or (c) any claim alleging that the Services infringe any United States
patent, trademark, trade secret or copyright of a third party; provided, however, that the foregoing
indemnity shall not apply to the extent that the
528
5 applicable Claim resulted from the sole negligence or willful misconduct of an Indemnitee.
8.2 In the event that Polimorphic is
enjoined from providing the Services and such
injunction is not dissolved within thirty (30) calendar days, or in the event that Subscriber is adjudged, in any final order of a court of competent jurisdiction from
which no appeal is taken, to have infr inged upon or
misappropriated any patent, copyright, trade secret,
trademark, or other proprietary right in the access or
use of the Services, then Polimorphic shall, at its
expense: (a) obtain for Subscriber the right to continue using such Services; (b) replace or modify such
Services so that they do not infringe upon or
misappropriate such proprietary right and is free to be used by Subscriber; or, (c) in the event that
Polimorphic is unable or determines, in its reasonable
judgment, that it is commercially unreasonable to do
either of the aforementioned, Polimorphic shall
reimburse to Subscriber any prepaid fees and the full
cost associated with any Transition Services.
8.3 Unless otherwise approved in writing
by Subscriber’s risk manager, Polimorphic shall, at its own expense, procure and maintain in full force and
effect during the term of this Agreement, policies of
insurance, of the types and in the minimum amounts
as follows, with responsible insurance carriers duly
admitted and qualified in California covering the
operations of Polimorphic , pursuant to this
Agreement: commercial general liability ($1,000,000
per occurrence, $2,000,000 aggregate); excess liability ($2,000,000 per occurrence, $2,000,000 aggregate);
workers’ compensation (statutory limits) and
employers’ liability ($500,000 pe r accident); cyber
liability ($5,000,000 per occurrence); and professional liability ($1,000,000 per occurrence, $1,000,000
aggregate).
8.4 The Indemnitees shall be named as
additional insureds in the commercial general, cyber,
and excess liability policies which shall contain
standard cross liability clauses. The liability policies shall be primary without right of contribution from any Indemnitee, and Polimorphic waives all rights of
subrogation with respect to said policies. Such
policies shall require that Subscriber be given no less than thirty (30) calendar days prior written notice of
any cancellation thereof or material change therein.
Polimorphic shall provide Subscriber with certificates
of insurance and original endorsements, evidencing all
of the above coverage, including all special
requirements specifically noted above, and shall
provide Subscriber with certificates of insurance
evidencing renewal or substitution of such insurance
thirty (30) calendar days prior to the effective date of such renewal or substitution.
9. Limitation of Liability. EXCEPT
AS EXPRESSLY OTHERWISE PROVIDED IN
SECTION 8, 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 CONSEQUENTIAL,
INCIDENTAL, INDIREC T, EXEMPLARY,
SPECIAL, ENHANCED, OR PUNITIVE
DAMAGES, REGARDLESS OF WHETHER
EITHER PARTY WAS ADVISED OF THE
POSSIBILITY OF SUCH LOSSES OR
DAMAGES OR SUCH LOSSES OR
DAMAGES WERE OTHERWISE
FORESEEABLE. EXCEPT AS EXPRESSLY
OTHERWISE PROVIDED IN SECTION 8, IN
NO EVENT WILL THE AGGREGATE
LIABILITY OF EITHER PARTY 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
THE MOST CURRENT A NNUAL
OBLIGATION OF THE CUSTOMER TO THE
POLIMORPHIC UNDER THIS AGREEMENT.
10. Notices.
10.1 Notices. All notices under this
Agreement will be in writing and will be deemed to
have been duly given when received, if personally
delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; and upon receipt, if sent by certified or registered mail (return receipt
requested), or postage prepaid, to the respective
addresses of the Parties set forth below or such other
addresses as the respective Parties may designate by
like notice from time to time.
If to Polimorphic:
Polimorphic Inc.
122 WEST 26TH STREET. SUITE 1104,
NEW YORK, NY 10001
Attn.: Legal Dept.
529
6 If to Subscriber:
City of Suisun City
Attn: City Manager
701 Civic Center Blvd
Suisun City, CA 94585
11. Miscellaneous Provisions
11.1 Relationship of the Parties. Each Party
is an independent contractor of the other Party.
Nothing herein will constitute a partnership between
or joint venture by the Parties, or constitute either
Party the agent of the other.
11.2 Assignment. Neither Party may assign
or otherwise transfer any of its rights or obligations
under this Agreement without the prior written consent
of the other Party; provided, however, that a Party
may, upon prior written notice to the other Party and
without the consent of the other Party, assign or
otherwise transfer this Agreement to any of its
Affiliates or to an entity with or into which it is merged or consolidated or to which it sells its stock or other equity interests or all or substantially all of its assets.
Any assignment or other transfer in violation of this
Section 1 1.2 will be null and void. Subject to the
foregoing, this Agreement will be binding upon and
inure to the benefit of the Parties hereto and their
permitted successors and assigns.
11.3 Force Majeure. Nonperformance of
either Party will be excused to the extent that
performance is rendered impossible by strike, fire,
flood, governmental acts, orders or restrictions, failure of suppliers, or any other reason where failure to
perform is beyond the contr ol and not caused by the
negligence of the non-performing Party.
11.4 Choice of Law . This Agreement will
be governed by the laws of the State of California,
U.S.A. without regard to its conflict of laws’
provisions. The federal and state courts sitting in
Solano County, California, U.S.A. will have proper
and exclusive jurisdiction and venue with respect to
any disputes arising from or related to the subject
matter of this Agreement.
11.5 Modification. No modification of or
amendment to this Agreement will be effective unless
in writing signed by authorized representatives of both Parties.
11.6 No Waiver. The rights and remedies of
the Parties to this Agreement are cumulative and not
alternative. No waiver of any rights is to be charged
against any Party unless such waiver is in writing
signed by an authorized representative of the Party so
charged. Neither the failure nor any delay by any Party in exercising any right, power, or privi lege under this Agreement will operate as a waiver of such right,
power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any
other or further exercise of such right, power, or
privilege or the exercise o f any other right, power, or privilege.
11.7 Severability. If any provision of this
Agreement is held invalid or unenforceable by any
court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect,
and, if legally permitted, such offending provision will be replaced with an enforceable provision that as
nearly as possible effects the Parties’ intent.
11.8 Entire Agreement . This Agreement
(including Exhibits hereto) contains the entire
understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements and
commitments with respect thereto. There are no other
oral or written understandings, terms or conditions and neither Party has relied upon any representation,
express or implied, not contained in this Agreement.
Where Subscriber is required to “click through” or
otherwise accept or made subject to any online terms
and conditions in accessing or using the Services, such terms and conditions are not binding and shall have no
force or effect as to the Services or this Agreement.
11.9 Execution In Counterparts;
Facsimile/PDF/Electronic Signature. This Agreement
may be executed in counterparts (which may be
exchanged by facsimile or email), each of which will
be deemed an original, but all of which together will
constitute the same Agreement. The Parties agree that
a facsimile, PDF or electronic signature may substitute for and have the same legal effect as the original
signature.
11.10 Attorneys’ Fees and Costs . In any
litigation, or other proceeding, informal or formal, by which one Party either seeks to enforce this
Agreement or seeks a declaration of any rights or
obligations under this Agreement, the non -prevailing
Party shall pay the prevailing Party’s cos ts and
expenses, including but not limited to, reasonable
attorneys’ fees.
11.11 Cumulative Remedies. All rights and
remedies of Subscriber herein shall be in addition to
all other rights and remedies available at law or in
530
7 equity, including, without limitation, specific
performance against Polimorphic for the enforcement
of this Agreement, and temporary and permanent
injunctive relief.
11.12 Reserved
11.13 Non-Discrimination. In the
performance of this Agreement, Polimorphic shall not
discriminate against any employee, subcontractor or
applicant for employment because of race, color,
religious creed, sex, gender, gender identity, gender
expression, marital status, national origin, ancestry,
age, physical disability, mental disability, medical
condition, genetic information, sexual orientation or
other basis prohibited by law.
11.14 Subscriber’s Rights to Employ Other
Consultants. Subscriber reserves the right to employ
other consultants in connection with the subject matter of the Services.
11.15 Inserted Provisions . Each provision
and clause required by law to be inserted into the
Agreement shall be deemed to be enacted herein, and
the Agreement shall be read and enforced as though
each were included herein. If through mistake or
otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to
make such insertion on application by either Party.
11.16 Captions and Terms . The captions in
this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or
amplify the terms or provisions of this Agreement.
11.17 Third-Party Beneficiaries . Nothing,
express or implied, in this Agreement is intended to
benefit, or to create or be construed to create any rights of enforcement in any persons or entities who are
neither signatories to this Agreement nor Indemnitees.
[Signature Pages Follow.]
531
8 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.
COMPANY:
POLIMORPHIC INC.
By:
Name:
Title:
Address:
Email:
SUBSCRIBER:
CITY OF SUISUN CITY
By:
Name:
Title:
Address:
Email:
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9 EXHIBIT A
SCOPE OF SERVICES
1. Definitions:
1.1 Connected Account: means any third-party platform connected to, or integrated with, the Polimorphic Service by or on behalf of Subscriber.
1.2 Connected Account Data: means any data collected from, or provided by, any Connected Account.
1.3 Constituent: means any non-governmental natural person or entity that resides within or interacts with the city that Subscriber represents.
1.4 Constituent Data: means any information uploaded or transmitted to the Polimorphic Service by a Constituent.
1.5 Documentation: means any users manuals, handbooks, and online materials provided by Polimorphic to Subscriber that describe the features, functionality, or operation of the Polimorphic Platform.
1.6 Integration Tools: means any coding, programming or design techniques, architecture, methodology, APIs, functions, software code applications, scripts, templates, knowledge, experience, and know how developed by Polimorphic in the performance of any Professional Services related to the integration, implementation, connection, and/or onboarding of any Connected Account. For clarity, Integration Tools do not include Connected Accounts or any confidential information of Subscriber.
1.7 Order Form: means any order from for Polimorphic Services executed by both parties that reference these terms and the Agreement between the parties.
1.8 Performance Data: means any log files, metadata, telemetry data and other technical performance data automatically generated by the Service relating to the use, performance, efficacy, reliability and/or accuracy of the Polimorphic Service, which does not contain any personally identifiable information or Subscriber Data or Constituent Data.
1.9 Professional Services: means any integration, onboarding or other professional services that are performed by Polimorphic hereunder.
1.10 Polimorphic Platform: means the technology, including AI and machine learning algorithms, used by Polimorphic to deliver the Polimorphic Service to Subscriber.
533
10 1.11 Polimorphic Service: means the on-line service delivered by Polimorphic to Subscriber using the Polimorphic Platform as described in an applicable Order From.
1.12 Statement of Work: means any mutually agreed upon work order or statement of work that specifies the Professional Services to be made available by Polimorphic hereunder.
1.13 Subscriber Data: means Connected Account Data, and any other data uploaded or transmitted to the Polimorphic Service by Subscriber. Subscriber Data does not include Constituent Data.
1.14 Users: means Subscriber’s employees, representatives, consultants, contractors, or agents authorized by Subscriber to access the Polimorphic Service for which applicable fees have been paid.
2. Polimorphic Service:
2.1 Subscription to the Polimorphic Service. Subject to the compliance with these Terms, commencing as of the Effective Date, Polimorphic hereby grants to Subscriber a non-sub licensable, non- transferable (except as provided in Section 11.2), non-exclusive subscription to access and USE the Polimorphic Services solely for Subscriber’s internal business purposes.
2.2 Support. Subject to the compliance with these Terms, Polimorphic shall use commercially reasonable efforts to (a) maintain the security of the Polimorphic Service; and (b) provide 9 a.m. - 5 p.m. (EST) email support, excluding federal holidays.
3. Onboarding and Connected Accounts:
3.1 Connected Accounts. In order to access many of the features and functions of the Polimorphic Service, Subscriber will need to link its Connected Accounts to the Polimorphic Service. By granting, Polimorphic access to any Connected Account, (i) Subscriber represents and warrants that it is entitled to disclose any log-in information provided by Subscriber in connection therewith and /or to grant Polimorphic access to such Connected Accounts, (ii) Subscriber represents and warrants that it is in good standing with respect to such Connected Accounts, and (iii) Subscriber acknowledges that Polimorphic may access Connected Account Data so that it may be used in accordance with these Terms. Subscriber further acknowledges and agrees that each Connected Account, including access to and use thereof and uptimes related thereto, is solely determined by the applicable provider of the relevant Connected Account. Polimorphic will have no liability for any unavailable of any Connected Account, or any third party provider’s decision to discontinue, suspend or terminate any Connected Account.
3.2 Integrating Connected Accounts. Subscriber acknowledges and agrees that in order to properly onboard to the Polimorphic Service and make full use of features and functions for the Polimorphic Services, Subscriber will need to integrate or connect to Connected Accounts with the Polimorphic Service. The Polimorphic Platform has certain pre-built integrations readily available. In the event any integrations are required to be developed, Polimorphic may create such integrations in accordance with a mutually agreed upon Statement of Work. In the event of any conflict between these Terms and any Statement of Work, these Terms will control, unless the terms of the Statement of Work specifically identify those section(s) of the Terms to be superseded by the Statement of Work, in which case the Statement of Work will control solely with respect to such section(s).
4. Subscriber’s Use of the Polimorphic Service:
4.1 Access and Security Guidelines. Each User will be provided access to and use of the Polimorphic Service through confidential account credentials. Subscriber will be responsible for all uses 534
11 of its account. Subscriber will promptly notify Polimorphic of any unauthorized use or access to its account. User seats may not be shared amongst the Users.
4.2 Restrictions. Subscriber will not, and will not permit any User or other party to: (a) reverse engineer, disassemble or decompile any component of the Polimorphic Platform; (b) interfere in any manner with the operation of the Polimorphic Service, or the Polimorphic Platform or the hardware and network used to operate the Polimorphic Service; (c) sublicense any of Subscriber’s rights under these Terms, or otherwise use the Polimorphic Service for the benefit of a third party or to operate a service bureau; (d) modify, copy or make derivative works based on any part of the Polimorphic Platform; or (e) otherwise use the Polimorphic Service in any manner that exceeds the scope of use permitted under Section 2.1.
535
12 EXHIBIT B
FEE SCHEDULE
1. Fees. The total Fees for the Initial Term and any extension to the Term are $23,200 per year. The Fees for the Term of this Agreement shall be fixed and not adjusted for inflation or any increase in costs. If the scope of services is modify the parties will negotiate a new Fee Schedule in writing.
2. Payment Schedule. Fees will be invoiced on a n annual basis on the first day of annual usage, to be paid by Subscriber according to the payment terms.
3. Payment of Taxes. Polimorphic shall pay all required taxes on amounts paid to Polimorphic under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor re lationship created by this Agreement.
536
13 EXHIBIT C
PRIVACY POLICY
537
6/26/2025
1 Jayme Miller, AI Consultant714.824.1772Delivering 24/7 Multilingual Constituent Services Ask24/7 Multilingual AI Phone Agent w/ Text Capability + Website ChatbotCompleteDigitize Forms/Payments Online or Verbally through AI Track Residents log in anytime to check status of their applications, review past requests, get updates 1 2
538
6/26/2025
2 2024 MISAC Innovation Award Connected Communities
Address EfficiencyChallenges● Skilled staff spending too much time on repetitive inquiries and customer service ● Constituents face limited language access●Manual processes throughout the City i.e.Utility Billing/Service Requests 3 4
539
6/26/2025
3 Risk Mitigation➔Operational Strains➔Revenue & Efficiency Loss➔Constituent Frustration Staff Hours Per Year From misrouted, repetitive inquiries, manual efforts Budget Reallocation OpportunityAt an avg. rate of $30/hour * 2k hours Avoided cost of hireFocused on critical work without increasing headcount2,000 $60K 1 FTERecapture Reallocate Offset5 6 540
6/26/2025
4 Demo7
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