2025-26 Ordinal Technologies, Inc - Ai Research ToolMEMORANDUM
CALIFORNIA -
DATE: August 18, 2025
TO: Jon McMillen, City Manager
FROM: Doug Kinley 3, Senior Management Analyst
RE: Ordinal - Internal Research Tool
Please list the Contracting Party/ Vendor Name, any change orders or amendments, and the type of services to be provided. Make
sure to list any related Project No. and Project Name.
Authority to execute this agreement is based upon:
❑ Approved by City Council on
❑✓ City Manager's signing authority provided under the City's Purchasing & Contracting Policy
[Resolution No. 2023-008] for budget expenditures of $50,000 or less.
❑ City Manager's signing authority provided under the City's Personnel Policy Section 3.2 for
temporary employment positions.
❑ Department Director's or Manager's signing authority provided under the City's Purchasing Policy
[Resolution No. 2023-008] for budget expenditures of $15,000 and $5,000, respectively, or less.
Procurement Method (one must apply):
❑ Bid ❑ RFP ❑ RFQ ❑ 3 written informal bids
Sole Source ❑ Select Source ❑ Cooperative Procurement
Requesting department shall check and attach the items below as appropriate:
❑✓ Agreement payment will be charged to Account No.: 502-0000-60301 (IT- Software License)
❑✓ Agreement term: Start Date 9/1 /2025 End Date 8/31 /2026
❑ Amount of Agreement, Amendment, Change Order, etc.: $ 12,000
REMINDER: Signing authorities listed above are applicable on the apprepate Agreement amount, not individual
Amendments or Change Orders!
❑✓ Insurance certificates as required by the Agreement for Risk Manager approval
Approved by: Oscar Mojica (in -House) Date: 9/25/25
.❑
NOTE.
FVI
FVI
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Bonds (originals) as required by the Agreement (Performance, Payment, etc.)
Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s)
Review the "Form 700 Disclosure for Consultants" guidance to determine if a Form 700 is required pursuant
FPPC regulation 18701(2)
Business License No. In Process Expires:
Requisition for a Purchase Order has been prepared (Agreements over $5,000)
AGREEMENT FOR CONTRACT SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and
entered into by and between the CITY OF LA QUINTA, ("City"), a California municipal
corporation, and Ordinal Technologies, Inc., a Delaware Corporation, with an office
located at 28 S. Paddock Loop, Fayetteville, AR 72701 ("Contracting Party"). The parties
hereto agree as follows:
SERVICES OF CONTRACTING PARTY.
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Contracting Party shall provide services in two phases. Phase 1 will be
implemented using Ordinal ("Ordinal"), an internal research tool powered by Al that
helps government staff ("City Users") quickly locate and understand information across
a variety of municipal documents . Phase 2 will consist of Contracting Party providing
"Ordinal Connect," a public -facing chatbot that lives on the City's website for use by,
City's constituents, citizens and other external users (each an "End User") to answer
questions using the municipality's official website content and Code of Ordinances ("City
Data"), as further specified in the "Scope of Services" attached hereto as "Exhibit A" and
incorporated herein by this reference (the "Services"). Contracting Party represents and
warrants that Contracting Party is a provider of first-class work and/or services and
Contracting Party is experienced in performing the Services contemplated herein and, in
light of such status and experience, Contracting Party covenants that it shall follow
industry standards in performing the Services required hereunder, and that all materials,
if any, will be of good quality, fit for the purpose intended. For purposes of this Agreement,
the phrase "industry standards" shall mean those standards of practice recognized by
one or more first-class firms performing similar services under similar circumstances.
1.2 Compliance with Law. All Services rendered hereunder shall be provided
in accordance with all applicable ordinances, resolutions, statutes, rules, regulations, and
laws of the City and any Federal, State, or local governmental agency of competent
jurisdiction.
1.3 Wage and Hour Compliance, Contracting Party shall comply with applicable
Federal, State, and local wage and hour laws.
1.4 Licenses, Permits, Fees and Assessments. Except as otherwise specified
herein, Contracting Party shall obtain at its sole cost and expense such licenses, permits,
and approvals as may be required by law for the performance of the Services required by
this Agreement, including a City of La Quinta business license. Contracting Party and its
employees, agents, and subcontractors shall, at their sole cost and expense, keep in
effect at all times during the term of this Agreement any licenses, permits, and approvals
that are legally required for the performance of the Services required by this Agreement.
Contracting Party shall have the sole obligation to pay for any fees, assessments, and
taxes, plus applicable penalties and interest, which may be imposed by law and arise
from or are necessary for the performance of the Services required by this Agreement,
and shall indemnify, defend (with counsel selected by City), and hold City, its elected
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officials, officers, employees, and agents, free and harmless against any such fees,
assessments, taxes, penalties, or interest levied, assessed, or imposed against City
hereunder. Contracting Party shall be responsible for all subcontractors' compliance with
this Section.
1.5 Familiarity with Work. By executing this Agreement, Contracting Party
warrants that (a) it has thoroughly investigated and considered the Services to be
performed, (b) it has investigated the site where the Services are to be performed, if any,
and fully acquainted itself with the conditions there existing, (c) it has carefully considered
how the Services should be performed, and (d) it fully understands the facilities,
difficulties, and restrictions attending performance of the Services under this Agreement.
Should Contracting Party discover any latent or unknown conditions materially differing
from those inherent in the Services or as represented by City, Contracting Party shall
immediately inform City of such fact and shall not proceed except at Contracting Party's
risk until written instructions are received from the Contract Officer, or assigned designee
(as defined in Section 4.2 hereof).
1.6 Standard of Care. Contracting Party acknowledges and understands that
the Services contracted for under this Agreement require specialized skills and abilities
and that, consistent with this understanding, Contracting Party's work will be held to an
industry standard of quality and workmanship. Consistent with Section 1.5 hereinabove,
Contracting Party represents to City that it holds the necessary skills and abilities to satisfy
the industry standard of quality as set forth in this Agreement. Contracting Party shall
adopt reasonable methods during the life of this Agreement to furnish continuous
protection to the Services performed by Contracting Party, and the equipment, materials,
papers, and other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the Services
by City, except such losses or damages as may be caused by City's own negligence.
The performance of Services by Contracting Party shall not relieve Contracting Party from
any obligation to correct any incomplete, inaccurate, or defective work at no further cost
to City, when such inaccuracies are due to the negligence of Contracting Party.
1.7 Additional Services. In accordance with the terms and conditions of this
Agreement, Contracting Party shall perform services in addition to those specified in the
Scope of Services ("Additional Services") only when directed to do so by the Contract
Officer, or assigned designee, provided that Contracting Party shall not be required to
perform any Additional Services without compensation. Contracting Party shall not
perform any Additional Services until receiving prior written authorization (in the form of
a written change order if Contracting Party is a contractor performing the Services) from
the Contract Officer, or assigned designee, incorporating therein any adjustment in (i) the
Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are
subject to the written approval of Contracting Party. It is expressly understood by
Contracting Party that the provisions of this Section shall not apply to the Services
specifically set forth in the Scope of Services or reasonably contemplated therein. It is
specifically understood and agreed that oral requests and/or approvals of Additional
Services shall be barred and are unenforceable. Failure of Contracting Party to secure
the Contract Officer's, or assigned designee's written authorization for Additional Services
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shall constitute a waiver of any and all right to adjustment of the Contract Sum or time to
perform this Agreement, whether by way of compensation, restitution, quantum meruit, or
the like, for Additional Services provided without the appropriate authorization from the
Contract Officer, or assigned designee. Compensation for properly authorized Additional
Services shall be made in accordance with Section 2.3 of this Agreement.
1.8 Special Requirements. Additional terms and conditions of this Agreement,
if any, which are made a part hereof are set forth in "Exhibit D" (the "Special
Requirements"), which is incorporated herein by this reference and expressly made a part
hereof. In the event of a conflict between the provisions of the Special Requirements and
any other provisions of this Agreement, the provisions of the Special Requirements shall
govern.
2. COMPENSATION.
2.1 Contract Sum. For the Services rendered pursuant to this Agreement,
Contracting Party shall be compensated in accordance with "Exhibit B" (the "Schedule of
Compensation") in a total amount not to exceed Twelve Thousand Dollars ($12,000),
for the Initial Term, (the "Contract Sum"), except as provided in Section 1.7. The method
of compensation set forth in the Schedule of Compensation may include a lump sum
payment upon completion, payment in accordance with the percentage of completion of
the Services, payment for time and materials based upon Contracting Party's rate
schedule, but not exceeding the Contract Sum, or such other reasonable methods as may
be specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Contracting Party at all project meetings reasonably deemed necessary by
City; Contracting Party shall not be entitled to any additional compensation for attending
said meetings. Compensation may include reimbursement for actual and necessary
expenditures for reproduction costs, transportation expense, telephone expense, and
similar costs and expenses when and if specified in the Schedule of Compensation.
Regardless of the method of compensation set forth in the Schedule of Compensation,
Contracting Party's overall compensation shall not exceed the Contract Sum, except as
provided in Section 1.7 of this Agreement.
2.2 Method of Billing & Payment. Any month in which Contracting Party wishes
to receive payment, Contracting Party shall submit to City no later than the tenth
(10th) working day of such month, in the form approved by City's Finance Director, an
invoice for Services rendered prior to the date of the invoice. Such invoice shall describe
in detail the Services provided, including time and materials. Such invoice shall contain
a certification by a principal member of Contracting Party specifying that the payment
requested is for Services performed in accordance with the terms of this Agreement.
Upon approval in writing by the Contract Officer, or assigned designee, and subject to
retention pursuant to Section 8.3, City will pay Contracting Party for all items stated
thereon which are approved by City pursuant to this Agreement no later than thirty
(30) days after invoices are received by the City's Finance Department.
2.3 Compensation for Additional Services. Additional Services approved in
advance by the Contract Officer, or assigned designee, pursuant to Section 1.7 of this
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Agreement shall be paid for in an amount agreed to in writing by both City and Contracting
Party in advance of the Additional Services being rendered by Contracting Party. Any
compensation for Additional Services amounting to five percent (5%) or less of the
Contract Sum may be approved by the Contract Officer, or assigned designee. Any
greater amount of compensation for Additional Services must be approved by the La
Quinta City Council, the City Manager, or Department Director, depending upon City laws,
regulations, rules and procedures concerning public contracting. Under no circumstances
shall Contracting Party receive compensation for any Additional Services unless prior
written approval for the Additional Services is obtained from the Contract Officer, or
assigned designee, pursuant to Section 1.7 of this Agreement.
2.4 Early Termination. In the event this Agreement terminates prior to the end
of the Initial Term for any reason other than the default of City, Contracting Party shall
reimburse to City a prorated portion of the Contract Sum equal to the amount of remaining
time of the Initial Term that City prepaid for Services but will not receive them due to the
early termination.
3. PERFORMANCE SCHEDULE.
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement. If the Services not completed in accordance with the Schedule of
Performance, as set forth in Section 3.2 and "Exhibit C", it is understood that the City will
suffer damage.
3.2 Schedule of Performance. All Services rendered pursuant to this
Agreement shall be performed diligently and within the time period established in "Exhibit
C" (the "Schedule of Performance"). Extensions to the time period specified in the
Schedule of Performance may be approved in writing by the Contract Officer, or assigned
designee.
3.3 Force Maieure. The time period specified in the Schedule of Performance
for performance of the Services rendered pursuant to this Agreement shall be extended
because of any delays due to unforeseeable causes beyond the control and without the
fault or negligence of Contracting Party, including, but not restricted to, acts of God or of
the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots,
strikes, freight embargoes, acts of any governmental agency other than City, and
unusually severe weather, if Contracting Party shall within ten (10) days of the
commencement of such delay notify the Contract Officer, or assigned designee, in writing
of the causes of the delay. The Contract Officer, or assigned designee, shall ascertain
the facts and the extent of delay, and extend the time for performing the Services for the
period of the forced delay when and if in the Contract Officer's judgment such delay is
justified, and the Contract Officer's determination, or assigned designee, shall be final
and conclusive upon the parties to this Agreement. Extensions to time period in the
Schedule of Performance which are determined by the Contract Officer, or assigned
designee, to be justified pursuant to this Section shall not entitle the Contracting Party to
additional compensation in excess of the Contract Sum unless otherwise agreed upon
pursuant to Section 1.7.
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3.4 Term. Unless earlier terminated in accordance with the provisions in
Article 8.0 of this Agreement, the term of this agreement shall commence on September
1, 2025 and terminate on August 30, 2026 ("Initial Term"). This Agreement may be
extended for three additional year(s) upon mutual agreement by both parties ("Extended
Term") and executed in writing.
4. COORDINATION OF WORK.
4.1 Representative of Contracting Party. The following principals of Contracting
Party ("Principals") are hereby designated as being the principals and representatives of
Contracting Party authorized to act in its behalf with respect to the Services specified
herein and make all decisions in connection therewith:
(a) Name: Jacob Herrington
Telephone No.: (479) 263-0773
Email: jacobherrington@Ordinalforgov.com
It is expressly understood that the experience, knowledge, capability, and
reputation of the foregoing Principals were a substantial inducement for City to enter into
this Agreement. Therefore, the foregoing Principals shall be responsible during the term
of this Agreement for directing all activities of Contracting Party and devoting sufficient
time to personally supervise the Services hereunder. For purposes of this Agreement,
the foregoing Principals may not be changed by Contracting Party and no other personnel
may be assigned to perform the Services required hereunder without the express written
approval of City.
4.2 Contract Officer. The "Contract Officer", otherwise known as Gilbert
Villalpando, Director, City Manager's Office or assigned designee may be designated
in writing by the City Manager of the City. It shall be Contracting Party's responsibility to
assure that the Contract Officer, or assigned designee, is kept informed of the progress
of the performance of the Services, and Contracting Party shall refer any decisions, that
must be made by City to the Contract Officer, or assigned designee. Unless otherwise
specified herein, any approval of City required hereunder shall mean the approval of the
Contract Officer, or assigned designee. The Contract Officer, or assigned designee, shall
have authority to sign all documents on behalf of City required hereunder to carry out the
terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability, and reputation of Contracting Party, its principals, and its
employees were a substantial inducement for City to enter into this Agreement. Except
as set forth in this Agreement, Contracting Party shall not contract or subcontract with
any other entity to perform in whole or in part the Services required hereunder without the
express written approval of City. In addition, neither this Agreement nor any interest
herein may be transferred, assigned, conveyed, hypothecated, or encumbered,
voluntarily or by operation of law, without the prior written approval of City. Transfers
restricted hereunder shall include the transfer to any person or group of persons acting in
concert of more than twenty five percent (25%) of the present ownership and/or control
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of Contracting Party, taking all transfers into account on a cumulative basis. Any
attempted or purported assignment or contracting or subcontracting by Contracting Party
without City's express written approval shall be null, void, and of no effect. No approved
transfer shall release Contracting Party of any liability hereunder without the express
consent of City.
4.4 Independent Contractor. Neither City nor any of its employees shall have
any control over the manner, mode, or means by which Contracting Party, its agents, or
its employees, perform the Services required herein, except as otherwise set forth herein.
City shall have no voice in the selection, discharge, supervision, or control of Contracting
Party's employees, servants, representatives, or agents, or in fixing their number or hours
of service. Contracting Party shall perform all Services required herein as an independent
contractor of City and shall remain at all times as to City a wholly independent contractor
with only such obligations as are consistent with that role. Contracting Party shall not at
any time or in any manner represent that it or any of its agents or employees are agents
or employees of City. City shall not in any way or for any purpose become or be deemed
to be a partner of Contracting Party in its business or otherwise or a joint venture or a
member of any joint enterprise with Contracting Party. Contracting Party shall have no
power to incur any debt, obligation, or liability on behalf of City. Contracting Party shall
not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. Except for the Contract Sum paid to Contracting Party as
provided in this Agreement, City shall not pay salaries, wages, or other compensation to
Contracting Party for performing the Services hereunder for City. City shall not be liable
for compensation or indemnification to Contracting Party for injury or sickness arising out
of performing the Services hereunder. Notwithstanding any other City, state, or federal
policy, rule, regulation, law, or ordinance to the contrary, Contracting Party and any of its
employees, agents, and subcontractors providing services under this Agreement shall not
qualify for or become entitled to any compensation, benefit, or any incident of employment
by City, including but not limited to eligibility to enroll in the California Public Employees
Retirement System (TERS") as an employee of City and entitlement to any contribution
to be paid by City for employer contributions and/or employee contributions for PERS
benefits. Contracting Party agrees to pay all required taxes on amounts paid to
Contracting Party under this Agreement, and to indemnify and hold City harmless from
any and all taxes, assessments, penalties, and interest asserted against City by reason
of the independent contractor relationship created by this Agreement. Contracting Party
shall fully comply with the workers' compensation laws regarding Contracting Party and
Contracting Party's employees. Contracting Party further agrees to indemnify and hold
City harmless from any failure of Contracting Party to comply with applicable workers'
compensation laws. City shall have the right to offset against the amount of any payment
due to Contracting Party under this Agreement any amount due to City from Contracting
Party as a result of Contracting Party's failure to promptly pay to City any reimbursement
or indemnification arising under this Section.
4.5 Identity of Persons Performing Work. Contracting Party represents that it
employs or will employ at its own expense all personnel required for the satisfactory
performance of any and all of the Services set forth herein. Contracting Party represents
that the Services required herein will be performed by Contracting Party or under its direct
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supervision, and that all personnel engaged in such work shall be fully qualified and shall
be authorized and permitted under applicable State and local law to perform such tasks
and services.
4.6 City Cooperation. City shall provide Contracting Party with any plans,
publications, reports, statistics, records, or other data or information pertinent to the
Services to be performed hereunder which are reasonably available to Contracting Party
only from or through action by City.
5. INSURANCE.
5.1 Insurance. Prior to the beginning of any Services under this Agreement and
throughout the duration of the term of this Agreement, Contracting Party shall procure
and maintain, at its sole cost and expense, and submit concurrently with its execution of
this Agreement, policies of insurance as set forth in "Exhibit E" (the "Insurance
Requirements") which is incorporated herein by this reference and expressly made a part
hereof.
5.2 Proof of Insurance. Contracting Party shall provide Certificate of Insurance
to Agency along with all required endorsements. Certificate of Insurance and
endorsements must be approved by Agency's Risk Manager prior to commencement of
performance.
6. INDEMNIFICATION.
6.1 Indemnification. To the fullest extent permitted by law, Contracting Party
shall indemnify, protect, defend (with counsel selected by City), and hold harmless City
and any and all of its officers, employees, agents, and volunteers as set forth in "Exhibit
F" ("Indemnification") which is incorporated herein by this reference and expressly made
a part hereof.
7. RECORDS AND REPORTS.
7.1 Reports. Contracting Party shall periodically prepare and submit to the
Contract Officer, or assigned designee, such reports concerning Contracting Party's
performance of the Services required by this Agreement as the Contract Officer, or
assigned designee, shall require. Contracting Party hereby acknowledges that City is
greatly concerned about the cost of the Services to be performed pursuant to this
Agreement. For this reason, Contracting Party agrees that if Contracting Party becomes
aware of any facts, circumstances, techniques, or events that may or will materially
increase or decrease the cost of the Services contemplated herein or, if Contracting Party
is providing design services, the cost of the project being designed, Contracting Party
shall promptly notify the Contract Officer, or assigned designee, of said fact,
circumstance, technique, or event and the estimated increased or decreased cost related
thereto and, if Contracting Party is providing design services, the estimated increased or
decreased cost estimate for the project being designed.
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7.2 Records. Contracting Party shall keep, and require any subcontractors to
keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports
(including but not limited to payroll reports), studies, or other documents relating to the
disbursements charged to City and the Services performed hereunder (the "Books and
Records"), as shall be necessary to perform the Services required by this Agreement and
enable the Contract Officer, or assigned designee, to evaluate the performance of such
Services. Any and all such Books and Records shall be maintained in accordance with
generally accepted accounting principles and shall be complete and detailed. The
Contract Officer, or assigned designee, shall have full and free access to such Books and
Records at all times during normal business hours of City, including the right to inspect,
copy, audit, and make records and transcripts from such Books and Records. Such
Books and Records shall be maintained for a period of three (3) years following
completion of the Services hereunder, and City shall have access to such Books and
Records in the event any audit is required. In the event of dissolution of Contracting
Party's business, custody of the Books and Records may be given to City, and access
shall be provided by Contracting Party's successor in interest. Under California
Government Code Section 8546.7, if the amount of public funds expended under this
Agreement exceeds Ten Thousand Dollars ($10,000.00), this Agreement shall be subject
to the examination and audit of the State Auditor, at the request of City or as part of any
audit of City, for a period of three (3) years after final payment under this Agreement.
7.3 Ownership of Documents. All drawings, specifications, maps, designs,
photographs, studies, surveys, data, notes, computer files, reports, records, documents,
and other materials plans, drawings, estimates, test data, survey results, models,
renderings, and other documents or works of authorship fixed in any tangible medium of
expression, including but not limited to, physical drawings, digital renderings, or data
stored digitally, magnetically, or in any other medium prepared or caused to be prepared
by Contracting Party, its employees, subcontractors, and agents that is specific to the City
and/or contains City Data in the performance of this Agreement (the "Documents and
Materials") and upon payment in full, shall be the property of City and shall be delivered
to City upon request of the Contract Officer, or assigned designee, or upon the expiration
or termination of this Agreement, and Contracting Party shall have no claim for further
employment or additional compensation as a result of the exercise by City of its full rights
of ownership use, reuse, or assignment of the Documents and Materials hereunder. Any
use, reuse or assignment of such completed Documents and Materials for other projects
and/or use of uncompleted documents without specific written authorization by
Contracting Party will be at City's sole risk and without liability to Contracting Party, and
Contracting Party's guarantee and warranties shall not extend to such use, revision, or
assignment. Contracting Party may retain copies of such Documents and Materials for
its own use. Contracting Party shall have an unrestricted right to use the concepts
embodied therein. All subcontractors shall provide for assignment to City of any
Documents and Materials prepared by them, and in the event Contracting Party fails to
secure such assignment, Contracting Party shall indemnify City for all damages resulting
therefrom. For the avoidance of doubt, Documents and Materials shall not include
Contracting Party's source code, trade secrets or other Contracting Party intellectual
property.
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7.4 In the event City or any person, firm, or corporation authorized by City
reuses said Documents and Materials without written verification or adaptation by
Contracting Party for the specific purpose intended and causes to be made or makes any
changes or alterations in said Documents and Materials, City hereby releases,
discharges, and exonerates Contracting Party from liability resulting from said change.
The provisions of this clause shall survive the termination or expiration of this Agreement
and shall thereafter remain in full force and effect.
7.5 Licensing of Intellectual Property. This Agreement creates a non-exclusive
and perpetual license for City to copy, use, modify, reuse, or sublicense any and all
copyrights, designs, rights of reproduction, and other intellectual property embodied in
the Documents and Materials. Contracting Party shall require all subcontractors, if any,
to agree in writing that City is granted a non-exclusive and perpetual license for the
Documents and Materials the subcontractor prepares under this Agreement. Contracting
Party represents and warrants that Contracting Party has the legal right to license any
and all of the Documents and Materials. Contracting Party makes no such representation
and warranty in regard to the Documents and Materials which were prepared by design
professionals other than Contracting Party or provided to Contracting Party by City. City
shall not be limited in any way in its use of the Documents and Materials at any time,
provided that any such use not within the purposes intended by this Agreement shall be
at City's sole risk.
7.6 Release of Documents. The Documents and Materials shall not be
released publicly without the prior written approval of the Contract Officer, or assigned
designee, or as required by law. Contracting Party shall not disclose to any other entity
or person any information regarding the activities of City, except as required by law or as
authorized by City.
7.7 Confidential or Personal Identifying Information. Contracting Party
covenants that all City Data, data lists, trade secrets, documents with personal identifying
information, documents that are not public records, draft documents, discussion notes, or
other information, if any, developed or received by Contracting Party or provided for
performance of this Agreement are deemed confidential and shall not be disclosed by
Contracting Party to any person or entity without prior written authorization by City or
unless required by law. City shall grant authorization for disclosure if required by any
lawful administrative or legal proceeding, court order, or similar directive with the force of
law. All City data, data lists, trade secrets, documents with personal identifying
information, documents that are not public records, draft documents, discussions, or other
information shall be returned to City upon the termination or expiration of this Agreement
or Contracting Party shall destroy such records and certify as to their destruction.
Contracting Party's covenant under this section shall survive the termination or expiration
of this Agreement.
8. ENFORCEMENT OF AGREEMENT.
8.1 California Law. This Agreement shall be interpreted, construed, and
governed both as to validity and to performance of the parties in accordance with the laws
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of the State of California. Legal actions concerning any dispute, claim, or matter arising
out of or in relation to this Agreement shall be instituted in the Superior Court of the County
of Riverside, State of California, or any other appropriate court in such county, and
Contracting Party covenants and agrees to submit to the personal jurisdiction of such
court in the event of such action.
8.2 Disputes. In the event of any dispute arising under this Agreement, the
injured party shall notify the injuring party in writing of its contentions by submitting a claim
therefore. The injured party shall continue performing its obligations hereunder so long
as the injuring party commences to cure such default within ten (10) days of service of
such notice and completes the cure of such default within forty-five (45) days after service
of the notice, or such longer period as may be permitted by the Contract Officer, or
assigned designee; provided that if the default is an immediate danger to the health,
safety, or general welfare, City may take such immediate action as City deems warranted.
Compliance with the provisions of this Section shall be a condition precedent to
termination of this Agreement for cause and to any legal action, and such compliance
shall not be a waiver of any party's right to take legal action in the event that the dispute
is not cured, provided that nothing herein shall limit City's right to terminate this
Agreement without cause pursuant to this Article 8.0. During the period of time that
Contracting Party is in default, City shall hold all invoices and shall, when the default is
cured, proceed with payment on the invoices. In the alternative, City may, in its sole
discretion, elect to pay some or all of the outstanding invoices during any period of default.
8.3 Retention of Funds. City may withhold from any monies payable to
Contracting Party sufficient funds to compensate City for any losses, costs, liabilities, or
damages it reasonably believes were suffered and are documentable by City due to the
default of Contracting Party in the performance of the Services required by this
Agreement.
8.4 Waiver. No delay or omission in the exercise of any right or remedy of a
non -defaulting party on any default shall impair such right or remedy or be construed as
a waiver. City's consent or approval of any act by Contracting Party requiring City's
consent or approval shall not be deemed to waive or render unnecessary City's consent
to or approval of any subsequent act of Contracting Party. Any waiver by either party of
any default must be in writing and shall not be a waiver of any other default concerning
the same or any other provision of this Agreement.
8.5 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies
of the parties are cumulative and the exercise by either party of one or more of such rights
or remedies shall not preclude the exercise by it, at the same or different times, of any
other rights or remedies for the same default or any other default by the other party.
8.6 Legal Action. In addition to any other rights or remedies, either party may
take legal action, at law or at equity, to cure, correct, or remedy any default, to recover
damages for any default, to compel specific performance of this Agreement, to obtain
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declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes
of this Agreement.
8.7 Termination Prior To Expiration of Term. This Section shall govern any
termination of this Agreement, except as specifically provided in the following Section for
termination for cause. City reserves the right to terminate this Agreement at any time,
with or without cause, upon thirty (30) days' written notice to Contracting Party. Upon
receipt of any notice of termination, Contracting Party shall immediately cease all
Services hereunder except such as may be specifically approved by the Contract Officer,
or assigned designee. Contracting Party shall be entitled to compensation for all Services
rendered prior to receipt of the notice of termination and for any Services authorized by
the Contract Officer, or assigned designee, thereafter in accordance with the Schedule of
Compensation or such as may be approved by the Contract Officer, or assigned
designee, except amounts held as a retention pursuant to this Agreement.
8.8 Termination for Default of Contractina Partv. If termination is due to the
failure of Contracting Party to fulfill its obligations under this Agreement, Contracting Party
shall vacate any City -owned property which Contracting Party is permitted to occupy
hereunder and City may withhold any payments to Contracting Party for the purpose
of setoff or partial payment of the amounts owed City.
8.9 Attorneys' Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this
Agreement, the prevailing party in such action or proceeding, in addition to any other relief
which may be granted, whether legal or equitable, shall be entitled to reasonable
attorneys' fees; provided, however, that the attorneys' fees awarded pursuant to this
Section shall not exceed the hourly rate paid by City for legal services multiplied by the
reasonable number of hours spent by the prevailing party in the conduct of the litigation.
Attorneys' fees shall include attorneys' fees on any appeal, and in addition a party entitled
to attorneys' fees shall be entitled to all other reasonable costs for investigating such
action, taking depositions and discovery, and all other necessary costs the court allows
which are incurred in such litigation. All such fees shall be deemed to have accrued on
commencement of such action and shall be enforceable whether or not such action is
prosecuted to judgment. The court may set such fees in the same action or in a separate
action brought for that purpose.
9. CITY OFFICERS AND EMPLOYEES: NONDISCRIMINATION.
9.1 Non -liability of City Officers and Employees. No officer, official, employee,
agent, representative, or volunteer of City shall be personally liable to Contracting Party,
or any successor in interest, in the event or any default or breach by City or for any amount
which may become due to Contracting Party or to its successor, or for breach of any
obligation of the terms of this Agreement.
9.2 Conflict of Interest. Contracting Party covenants that neither it, nor any
officer or principal of it, has or shall acquire any interest, directly or indirectly, which would
conflict in any manner with the interests of City or which would in any way hinder
Agreement for Contract Services
Page 11 of 15
Contracting Party's performance of the Services under this Agreement. Contracting Party
further covenants that in the performance of this Agreement, no person having any such
interest shall be employed by it as an officer, employee, agent, or subcontractor without
the express written consent of the Contract Officer, or assigned designee. Contracting
Party agrees to at all times avoid conflicts of interest or the appearance of any conflicts
of interest with the interests of City in the performance of this Agreement.
No officer or employee of City shall have any financial interest, direct or
indirect, in this Agreement nor shall any such officer or employee participate in any
decision relating to this Agreement which effects his financial interest or the financial
interest of any corporation, partnership or association in which he is, directly or indirectly,
interested, in violation of any State statute or regulation. Contracting Party warrants that
it has not paid or given and will not pay or give any third party any money or other
consideration for obtaining this Agreement.
9.3 Covenant against Discrimination. Contracting Party covenants that, by and
for itself, its heirs, executors, assigns, and all persons claiming under or through them,
that there shall be no discrimination against or segregation of, any person or group of
persons on account of any impermissible classification including, but not limited to, race,
color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry in
the performance of this Agreement. Contracting Party shall take affirmative action to
ensure that applicants are employed and that employees are treated during employment
without regard to their race, color, creed, religion, sex, marital status, sexual orientation,
national origin, or ancestry.
10. MISCELLANEOUS PROVISIONS.
10.1 Notice. Any notice, demand, request, consent, approval, or communication
either party desires or is required to give the other party or any other person shall be in
writing and either served personally or sent by prepaid, first-class mail to the address set
forth below. Either party may change its address by notifying the other party of the change
of address in writing. Notice shall be deemed communicated forty-eight (48) hours from
the time of mailing if mailed as provided in this Section.
To City:
CITY OF LA QUINTA
ATTN: CITY MANAGER'S OFFICE
Gilbert Villalpando, Director
78495 Calle Tampico
La Quinta, California 92253
To Contracting Party:
Break Ground Technologies, LLC
Attention: Jacob Herrington
28 S. Paddock Loop
Fayetteville, AR 72701
10.2 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of this Agreement or any other rule of
construction which might otherwise apply.
Agreement for Contract Services
Page 12 of 15
10.3 Section Headings and Subheadings. The section headings and
subheadings contained in this Agreement are included for convenience only and shall not
limit or otherwise affect the terms of this Agreement.
10.4 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, and such counterparts shall constitute one and
the same instrument.
10.5 Integrated Agreement. This Agreement including the exhibits hereto is the
entire, complete, and exclusive expression of the understanding of the parties. It is
understood that there are no oral agreements between the parties hereto affecting this
Agreement and this Agreement supersedes and cancels any and all previous
negotiations, arrangements, agreements, and understandings, if any, between the
parties, and none shall be used to interpret this Agreement.
10.6 Amendment. No amendment to or modification of this Agreement shall be
valid unless made in writing and approved by Contracting Party and by the City Council
of City. The parties agree that this requirement for written modifications cannot be waived
and that any attempted waiver shall be void.
10.7 Severability. In the event that any one or more of the articles, phrases,
sentences, clauses, paragraphs, or sections contained in this Agreement shall be
declared invalid or unenforceable, such invalidity or unenforceability shall not affect any
of the remaining articles, phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out
the intent of the parties hereunder unless the invalid provision is so material that its
invalidity deprives either party of the basic benefit of their bargain or renders this
Agreement meaningless.
10.8 Unfair Business Practices Claims. In entering into this Agreement,
Contracting Party offers and agrees to assign to City all rights, title, and interest in and to
all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or
under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of
Division 7 of the Business and Professions Code), arising from purchases of goods,
services, or materials related to this Agreement. This assignment shall be made and
become effective at the time City renders final payment to Contracting Party without
further acknowledgment of the parties.
10.9 No Third -Party Beneficiaries. With the exception of the specific provisions
set forth in this Agreement, there are no intended third -party beneficiaries under this
Agreement and no such other third parties shall have any rights or obligations hereunder.
10.10 Authority. The persons executing this Agreement on behalf of each of the
parties hereto represent and warrant that (i) such party is duly organized and existing,
(ii) they are duly authorized to execute and deliver this Agreement on behalf of said party,
(iii) by so executing this Agreement, such party is formally bound to the provisions of this
Agreement, and (iv) that entering into this Agreement does not violate any provision of
Agreement for Contract Services
Page 13 of 15
any other Agreement to which said party is bound. This Agreement shall be binding upon
the heirs, executors, administrators, successors, and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
Agreement for Contract Services
Page 14 of 15
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
stated below.
CITY OF LA QUINTA,
a California Municipal Corporation
R-MeMILILEN
City Manager
City of La Quinta, California
Dated: G4 ZO L
ATTEST:
44
MONIKA RA15EVA, ity Clerk
City of La Quinta, lifornia
APPROVED AS TO FORM:
WILLIAM H. IHRK , City Attorney
City of La Quinta, California
CONTRACTING PARTY:
Break Ground Technologies, LLC
By:
Name:Jacob Herringt
Title: CEO
Agreement for Contract Services
Page 15 of 15
Exhibit A
Scope of Services
1. Services to be Provided:
Phase 1
Internal Government Access via Ordinal
Contracting Party will provide the following services to be completed as Phase 1 of this
Agreement to provide City Users with access to City Data using Ordinal:
• Configure and deploy access to the Ordinal platform for internal City staff
• Ingest and structure City Data including municipal code, plans, policies, and other relevant
documents
• Enable AI -powered search and summarization functionality using natural language
queries
• Link responses to original source documents for transparency and verification
• Provide onboarding and training to City Users
• Offer ongoing technical support and performance monitoring
Location of Work:
Ordinal is a web -based application accessible via browser. Data ingestion and configuration will
be managed remotely by Break Ground Technologies, LLC in coordination with City staff.
Phase 2
Public Access via Ordinal Connect
Contracting Party will provide the following services to be completed as Phase 2 of this
Agreement to allow the City's constituents who are End Users to access City Data using Ordinal
Connect:
• Implement a public -facing chatbot ("Ordinal Connect") for use on the City's official website
• Train the chatbot on the City Ordinances and City Website Data
• Provide assistance with widget installation and live testing
2. Offer continued support and iterative improvements post -launch
Performance Standards:
Exhibit A
Page 1 of 5
The following performance standards will apply to the Services delivered under this Agreement:
System Availability: Ordinal and Ordinal Connect will maintain 99% uptime, excluding
scheduled maintenance windows.
Response Accuracy: Ordinal and Ordinal Connect will return results grounded in City -
provided source documents, with at least 90% accuracy as measured by periodic quality
audits.
Response Time: Platform and chatbot will return answers within 60 seconds for the
majority of queries under normal network conditions.
Support Response: Break Ground Technologies, LLC will respond to City support
inquiries within 3 business days.
Update Turnaround Time: New documents provided by the City that are updates to the City
Data will be processed and integrated into the platform within ten (10) business days of receipt
by Contracting Party.
ADDENDUM TO AGREEMENT
Re: Scope of Services
If the Scope of Services include construction, alteration, demolition, installation,
repair, or maintenance affecting real property or structures or improvements of any kind
appurtenant to real property, the following apply:
1. Prevailing Wage Compliance. If Contracting Party is a contractor
performing public works and maintenance projects, as described in this Section 1.3,
Contracting Party shall comply with applicable Federal, State, and local laws. Contracting
Party is aware of the requirements of California Labor Code Sections 1720, et seq., and
1770, et seq., as well as California Code of Regulations, Title 8, Sections 16000, et seq.,
(collectively, the "Prevailing Wage Laws"), and La Quinta Municipal Code
Section 3.12.040, which require the payment of prevailing wage rates and the
performance of other requirements on "Public works" and "Maintenance" projects. If the
Services are being performed as part of an applicable "Public works" or "Maintenance"
project, as defined by the Prevailing Wage Laws, and if construction work over twenty-
five thousand dollars ($25,000.00) and/or alterations, demolition, repair or maintenance
work over fifteen thousand dollars ($15,000.00) is entered into or extended on or after
January 1, 2015 by this Agreement, Contracting Party agrees to fully comply with such
Prevailing Wage Laws including, but not limited to, requirements related to the
maintenance of payroll records and the employment of apprentices. Pursuant to
California Labor Code Section 1725.5, no contractor or subcontractor may be awarded a
contract for public work on a "Public works" project unless registered with the California
Department of Industrial Relations ("DIR") at the time the contract is awarded. If the
Services are being performed as part of an applicable "Public works" or "Maintenance"
Exhibit A
Page 2 of 5
project, as defined by the Prevailing Wage Laws, this project is subject to compliance
monitoring and enforcement by the DIR. Contracting Party will maintain and will require
all subcontractors to maintain valid and current DIR Public Works contractor registration
during the term of this Agreement. Contracting Party shall notify City in writing
immediately, and in no case more than twenty-four (24) hours, after receiving any
information that Contracting Party's or any of its subcontractor's DIR registration status
has been suspended, revoked, expired, or otherwise changed. It is understood that it is
the responsibility of Contracting Party to determine the correct salary scale. Contracting
Party shall make copies of the prevailing rates of per diem wages for each craft,
classification, or type of worker needed to execute the Services available to interested
parties upon request, and shall post copies at Contracting Party's principal place of
business and at the project site, if any. The statutory penalties for failure to pay prevailing
wage or to comply with State wage and hour laws will be enforced. Contracting Party
must forfeit to City TWENTY-FIVE DOLLARS ($25.00) per day for each worker who
works in excess of the minimum working hours when Contracting Party does not pay
overtime. In accordance with the provisions of Labor Code Sections 1810 et seq., eight
(8) hours is the legal working day. Contracting Party also shall comply with State law
requirements to maintain payroll records and shall provide for certified records and
inspection of records as required by California Labor Code Section 1770 et seq., including
Section 1776. In addition to the other indemnities provided under this Agreement,
Contracting Party shall defend (with counsel selected by City), indemnify, and hold City,
its elected officials, officers, employees, and agents free and harmless from any claim or
liability arising out of any failure or alleged failure to comply with the Prevailing Wage
Laws. It is agreed by the parties that, in connection with performance of the Services,
including, without limitation, any and all "Public works" (as defined by the Prevailing Wage
Laws), Contracting Party shall bear all risks of payment or non-payment of prevailing
wages under California law and/or the implementation of Labor Code Section 1781, as
the same may be amended from time to time, and/or any other similar law. Contracting
Party acknowledges and agrees that it shall be independently responsible for reviewing
the applicable laws and regulations and effectuating compliance with such laws.
Contracting Party shall require the same of all subcontractors.
2. Retention. Payments shall be made in accordance with the provisions of
Article 2.0 of the Agreement. In accordance with said Sections, City shall pay Contracting
Party a sum based upon ninety-five percent (95%) of the Contract Sum apportionment of
the labor and materials incorporated into the Services under this Agreement during the
month covered by said invoice. The remaining five percent (5%) thereof shall be retained
as performance security to be paid to Contracting Party within sixty (60) days after final
acceptance of the Services by the City Council of City, after Contracting Party has
furnished City with a full release of all undisputed payments under this Agreement, if
required by City. In the event there are any claims specifically excluded by Contracting
Party from the operation of the release, City may retain proceeds (per Public Contract
Code § 7107) of up to one hundred fifty percent (150%) of the amount in dispute. City's
failure to deduct or withhold shall not affect Contracting Party's obligations under the
Agreement.
Exhibit A
Page 3 of 5
3. Utility Relocation. City is responsible for removal, relocation, or protection
of existing main or trunk -line utilities to the extent such utilities were not identified in the
invitation for bids or specifications. City shall reimburse Contracting Party for any costs
incurred in locating, repairing damage not caused by Contracting Party, and removing or
relocating such unidentified utility facilities. Contracting Party shall not be assessed
liquidated damages for delay arising from the removal or relocation of such unidentified
utility facilities.
4. Trenches or Excavations. Pursuant to California Public Contract Code
Section 7104, in the event the work included in this Agreement requires excavations more
than four (4) feet in depth, the following shall apply:
(a) Contracting Party shall promptly, and before the following conditions
are disturbed, notify City, in writing, of any: (1) material that Contracting Party believes
may be material that is hazardous waste, as defined in Section 25117 of the Health and
Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site
in accordance with provisions of existing law; (2) subsurface or latent physical conditions
at the site different from those indicated by information about the site made available to
bidders prior to the deadline for submitting bids; or (3) unknown physical conditions at the
site of any unusual nature, different materially from those ordinarily encountered and
generally recognized as inherent in work of the character provided for in the Agreement.
(b) City shall promptly investigate the conditions, and if it finds that the
conditions do materially so differ, or do involve hazardous waste, and cause a decrease
or increase in Contracting Party's cost of, or the time required for, performance of any
part of the work shall issue a change order per Section 1.8 of the Agreement.
(c) in the event that a dispute arises between City and Contracting Party
whether the conditions materially differ, or involve hazardous waste, or cause a decrease
or increase in Contracting Party's cost of, or time required for, performance of any part of
the work, Contracting Party shall not be excused from any scheduled completion date
provided for by this Agreement, but shall proceed with all work to be performed under this
Agreement. Contracting Party shall retain any and all rights provided either by contract
or by law which pertain to the resolution of disputes and protests between the contracting
Parties.
5. Safety. Contracting Party shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out the Services, Contracting
Party shall at all times be in compliance with all applicable local, state, and federal laws,
rules and regulations, and shall exercise all necessary precautions for the safety of
employees appropriate to the nature of the work and the conditions under which the work
is to be performed. Safety precautions as applicable shall include, but shall not be limited
to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions
in accident prevention for all employees and subcontractors, such as safe walkways,
scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing
Exhibit A
Page 4 of 5
apparel as are necessary or lawfully required to prevent accidents or injuries; and
(C) adequate facilities for the proper inspection and maintenance of all safety measures.
6. Liquidated Damages. Since the determination of actual damages for any
delay in performance of the Agreement would be extremely difficult or impractical to
determine in the event of a breach of this Agreement, Contracting Party shall be liable for
and shall pay to City the sum of One Thousand dollars ($1,000.00) as liquidated damages
for each working day of delay in the performance of any of the Services required
hereunder, as specified in the Schedule of Performance. In addition, liquidated damages
may be assessed for failure to comply with the emergency call out requirements, if any,
described in the Scope of Services. City may withhold from any moneys payable on
account of the Services performed by Contracting Party any accrued liquidated damages.
Exhibit A
Page 5 of 5
Exhibit B
Schedule of Compensation
With the exception of compensation for Additional Services, provided for in
Section 2.3 of this Agreement, the maximum total compensation to be paid to Contracting
Party under this Agreement is not to exceed Twelve Thousand Dollars ($ 12,000) for
the Initial Term ("Contract Sum"), which includes License Fees for the for the internal
facing Ordinal platform access as well as external constituent facing Ordinal Connect,
and all Services pursuant to the Agreement. The Contracting Party hereby agrees to
waive the one-time fee of Nine Thousand Five Hundred Dollars ($9,500) for setup and
training.
The Initial Term shall commence on September 1, 2025 which shall be the "Payment
Commencement Date". The City shall not have access to the Services until the Payment
Commencement Date. The Contract Sum shall be paid to Contracting Party in a one-
time annual payment.
Exhibit B
Page 1 of 1
Exhibit C
Schedule of Performance
Contracting Party shall complete all services identified in the Scope of Services,
Exhibit A of this Agreement, in accordance with the Project Schedule, attached hereto
and incorporated herein by this reference, and in no event later than the termination of
the Initial Term.
Phase 1: Internal Government Access via Ordinal
• Estimated Completion Date: Within 1 month of contract execution by City
• Completion is dependent on timely cooperation from City staff, including the
provision of City Data and other necessary documents and participation in an
onboarding meeting.
Phase 2: Public Access via Ordinal Connect
• Estimated Completion Date: Within 2 months of contract execution
• Completion is dependent on coordination with the City's IT team and website
administrator to enable successful integration, testing and deployment of the
public -facing chatbot.
Exhibit C
Page 1 of 1
Exhibit D
Special Requirements
Special Requirements applicable to the Services:
Section 1. Grant of Rights to City.
Subject to the terms and conditions of this Agreement, Contracting Party hereby grants
to City, a nonexclusive, non -transferable, limited, revocable license to access, use,
operate, display, or otherwise interact with via the Services, including multiple versions or
releases of the foregoing on multiple operating platforms or devices (if applicable), solely
for City's internal business purposes as to the Phase 1 deliverables. Phase 2 of the
Services also includes development and delivery of a Chatbot to work with Ordinal to
enhance citizen engagement, improve access to information, and streamline service
delivery to End Users. The rights and licenses set forth in this Section 1 are granted for
the Initial Term of this Agreement.
For purposes of clarification and the avoidance of doubt, this is a software license
agreement for use of the Services and not an agreement for sale. Except for the licenses
granted City under this Agreement, City acknowledges and agrees that, as between
Contracting Party and City, Contracting Party owns all right, title, and interest in and to
the Services, and all copies and portions thereof.
Section 2. General Restrictions.
City shall not: (a) rent, lease, sell, copy, provide access to or sublicense the Services to a
third party except as provided herein; (b) reverse engineer, decompile, disassemble,
decrypt or otherwise seek to obtain the source code to the Services; (c) remove or
obscure any product identification, proprietary, copyright or other notices contained in the
Services (including any reports or data printed from the Services); (d) reproduce or
disclose the Services or its user interface to any third party; (e) use the Services for any
illegal or unauthorized purpose; (f) attempt to gain unauthorized access to any part of the
Services or any other systems or networks connected to the Services; (g) use any
automated means (e.g., bots, scripts, etc.) to access the Services; or (h) interfere with or
disrupt the security, integrity, or performance of the Services.
Section 3. City Responsibilities.
a) Account Information. City hereby agrees to provide Contracting Party with
true, accurate and correct up-to-date account information for itself and all authorized City
Users. City agrees that it is responsible for all activities by City and City Users that occur
under its account, including the activities of any City User who is provisioned with an
account by City (each an "City User" and the account an "City User Account"). City may
not make account access credentials available to unauthorized third parties, share
individual login credentials between multiple users on an account, or resell or lease
Exhibit D
Page 1 of 5
access to its account or any City User Account. City agrees to promptly notify Contracting
Party in the event it becomes aware of any unauthorized access to or use of its account
or our Services. For the avoidance of doubt, City is not responsible for any End User.
b) Input/Output. City is responsible for all data, information and any other input
into the Services by City or City Users ("Input"). City hereby represents and warrants
that City has all rights, licenses, and permissions required to provide Input into the
Services. City is also solely responsible for all City's (or its agents and contractors') use
of any and all output generated by the use of the Services ("Output") and for evaluating
the Output for accuracy and appropriateness for the City Users' and End Users' use
cases, including by utilizing human review as appropriate. To the extent permitted by
applicable law, Contracting Party agrees that City (a) retains all ownership rights in Input
(including Client Data) and (b) owns all Output. We hereby assign to you all our right, title,
and interest, if any, in and to Output.
Section 4. City Data; Content.
a) City Obligations. City agrees to provide Contracting Party with all
information needed to provide the Services to City, including, but not limited to providing
Contracting Party with a license or sublicense, as applicable, to use and display all such
federal, state and municipal laws, rules, regulations and codes (collectively, the "Codes")
to be used to generate the Output, as well as any other City Data that City desires to be
utilized in a searchable medium by the Services. City Data, Input, and other content
included within the Services provided by City are collectively referred to herein as
"Content". As between the Parties, City bears sole responsibility for the suitability,
accuracy, quality, security, legality and reliability of the Content, including without
limitation, Output which embodies, in whole or in part, Input provided by or on behalf of a
City User. For the avoidance of doubt, the "Content" shall not include any data, Input, or
other information provided by End Users, or the Output generated therefrom. Each Party
agrees that the other shall not be responsible for any Output generated by End Users.
City hereby represents and warrants that it owns or has all rights, licenses, and
permissions required to provide, use and display the Content, including but not limited to
any consent, authorization, release, clearance or license from any third party (such as,
but not limited to, any release related to rights of privacy or publicity) necessary for you
to provide, upload, input or submit the Content, and that posting such Content does not
violate or constitute the infringement of any patent, copyright, trademark, trade secret,
right of privacy, right of publicity, moral rights, or other intellectual property right
recognized by any applicable jurisdiction of any person or entity, or otherwise constitute
the breach of any agreement with any other person or entity. City hereby affirms that it is
permitted to share such Content with Contracting Party for purposes of providing the
Services.
City understands and agrees that all Content whether publicly posted or privately
transmitted, is the sole responsibility of the person or authority from whom such Content
originated. Under no circumstances will Contracting Party be liable in any way for any
Content, including, but not limited to, any errors or omissions contained in any Content or
third party content, or any loss or damage of any kind incurred as a result of the use of
Exhibit D
Page 2 of 5
any City Data contained in the Output, in any report generated by City or its End Users
using the Services or that is, emailed, transmitted or otherwise made available via the
Services.
Portions of the Content belong to the third parties or authorities from which it originated.
Certain information provided within or appearing in the Services or Output may not reflect
the most current or accurate information, including without limitation municipal codes,
events, or contact information. City's and its End Users' use and reliance on such Content
and information is at each such user's own risk. For confirmation of accurate information,
please contact the authority that owns such Content. City agrees that Contracting Party
is not responsible or liable for any inaccurate Content provided within or appearing in the
Services. The Output provided via the Services is not intended to and does not constitute
legal or professional advice and no attorney -client relationship is formed.
a) Our Obligations for City Data. We will process and store City Data in
accordance with our Privacy Policy included below. We will use City Data and other
Content as necessary to provide you with the Services, comply with applicable law, and
enforce Contracting Party's policies. City hereby exercises its right to limit Contracting
Party's use of City Data, Input, and Output to the greatest extent permitted by law, and to
permit Contracting Party to use such City Data, Input, and Output only for the purposes
of providing the Services and complying with applicable laws. City does not consent to
the use of City Data, Input, and Output for any other purpose, or to the sharing of such
information to parties other than Contracting Party. Without limiting the foregoing, City
expressly opts -out of Section 5 of the Privacy Policy. Contracting Party hereby agrees
that City: (a) retains all ownership rights in and to the City Data and (b) owns all Output.
We hereby assign to City all of our right, title, and interest, if any, in and to the Output.
Section 5. Artificial Intelligence and Machine Learning.
5.1 Certain features within the Services leverage artificial intelligence and machine
learning capabilities ("AI") to help City and its End Users to search relevant Information
and Content and to generate Output. Contracting Party will use OpenAl's large language
model to provide certain portions of the Services and City will also be subject to the terms
of use and privacy policies of OpenAl (as set forth on Exhibit H below), provided that
Contracting Party shall be responsible to City pursuant to this Agreement for Contracting
Party's use of OpenAl's large language model except in the case of City's failure to
comply with the OpenAl Terms of Use set forth on Exhibit H. Please contact us at
support@Ordinalforgov.com if you have questions about the OpenAl Terms of Use. Any
advice or information including Output that a City User or an End User receives from
these Al features is generated electronically using Al, and is not generated by a human.
5.2 Al is a rapidly evolving field, and Contracting Party is working to improve its
Services making them more accurate, reliable, safe and beneficial. However, given the
probabilistic nature of Al, City's use of Al features within the Services may yield inaccurate
results or incorrect advice in the Output in some situations. The Services are meant to
Exhibit D
Page 3 of 5
help City and its End Users search information applicable to the City and its operations,
but the Services and Output do not substitute for the expertise of trained professional
humans. The Ordinal Connect service and website prepared pursuant to the Services
shall include a disclaimer acceptable to both Parties: (1) stating that End Users may only
use the Services in accordance with Contracting Party's applicable terms of use, (2)
providing a copy of the disclaimer included in Section 5.3 below, and (3) further advising
End Users that all use of Ordinal Connect and the Output is at the End User's risk with
no guarantee as to reliability or accuracy.
5.3 City acknowledges and agrees that (i) the Output is provided AS -IS without
any warranties or guarantees of any kind, including as to accuracy, quality, security,
legality and reliability of any Output; (ii) the Output may contain errors and misstatements
and may be incomplete or inaccurate; (iii) relying upon any information contained in the
Output without first verifying the accuracy of such information with a qualified human
could cause harm, including but not limited to legal, financial, and physical harm and (iv)
Contracting Party has no control over or responsibility for Output associate with Input by
End Users.
5.4 No Al Learning. Contracting Party will use its best reasonable efforts to
prevent OpenAl from using City Data for Al learning, and shall not permit City Data to be
used for any purposes other than to provide the Services and prepare the Output.
Contracting Party has opted out of all data sharing/model training with OpenAl.
Section 6. Limitation of Liability/Third-Party Reliance.
a) Except as otherwise set forth in this Agreement, neither Party shall be liable
to the other for any Claims (defined in Exhibit F) arising out of or related to any decision,
opinion, reports, or interpretation made by City, its End Users or any other third party that
relies upon information or Output generated by the Services. Ordinal Connect shall
include a disclaimer referencing the foregoing.
b) City acknowledges and agrees that while Ordinal provides valuable
insights and information, final decisions, interpretations, compliance with codes, rules and
regulations, the accuracy, quality, legality and reliability of the Content and all opinions
remain the responsibility of City.
c) EXCLUDING THE INDEMNIFICATION REQUIRED BY EXHIBIT F, CLAIMS ARISING
FROM CYBER-SECURITY BREACHES, MALWARE, OR SIMILAR DATA -RELATED MATTERS,
GROSS NEGLIGENCE, WILLFUL MISCONDUCT, AND/OR FRAUD OF A PARTY, (i) IN NO
EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL,
CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, WHETHER BASED ON BREACH
OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN
IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (ii) NEITHER PARTY'S
LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT WILL EXCEED FIVE TIMES
(5X) THE AMOUNTS PAID OR TO BE PAID BY CITY TO CONTRACTING PARTY FOR THE
PRECEDING TWELVE MONTHS PRIOR TO THE DATE OF THE CLAIM(S). FOR THE
AVOIDANCE OF DOUBT, NOTHING IN THIS SECTION 5(c) OF EXHIBIT D [SPECIAL
Exhibit D
Page 4 of 5
REQUIREMENTS] LIMITS OR RELEASES CONTRACTING PARTY FROM ITS
INDEMNIFICATION OBLIGATIONS IN EXHIBIT F OF THIS AGREEMENT.
Exhibit D
Page 5 of 5
Exhibit E
Insurance Requirements
E.1 Insurance. Prior to the beginning of and throughout the duration of this
Agreement, the following policies shall be maintained and kept in full force and effect
providing insurance with minimum limits as indicated below and issued by insurers with
A.M. Best ratings of no less than A -VI:
Commercial General Liability (at least as broad as ISO CG 0001)
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Non-contributory
Workers' Compensation
(per statutory requirements)
Must include the following endorsements:
Workers Compensation with Waiver of Subrogation
Workers Compensation Declaration of Sole Proprietor if applicable
Cyber Liability
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Contracting Party shall procure and maintain, at its cost, and submit concurrently
with its execution of this Agreement, Commercial General Liability insurance against all
claims for injuries against persons or damages to property resulting from Contracting
Party's acts or omissions rising out of or related to Contracting Party's performance under
this Agreement. The insurance policy shall contain a severability of interest clause
providing that the coverage shall be primary for losses arising out of Contracting Party's
performance hereunder and neither City nor its insurers shall be required to contribute to
any such loss. An endorsement evidencing the foregoing and naming the City and its
officers and employees as additional insured (on the Commercial General Liability policy
only) must be submitted concurrently with the execution of this Agreement and approved
by City prior to commencement of the services hereunder.
Contracting Party shall carry automobile liability insurance of $1,000,000 per
accident against all claims for injuries against persons or damages to property arising out
of the use of any automobile by Contracting Party, its officers, any person directly or
indirectly employed by Contracting Party, any subcontractor or agent, or anyone for
whose acts any of them may be liable, arising directly or indirectly out of or related to
Contracting Party's performance under this Agreement. If Contracting Party or
Contracting Party's employees will use personal autos in any way on this project,
Contracting Party shall provide evidence of personal auto liability coverage for each such
person. The term "automobile" includes, but is not limited to, a land motor vehicle, trailer
Exhibit E
Page 1 of 6
or semi -trailer designed for travel on public roads. The automobile insurance policy shall
contain a severability of interest clause providing that coverage shall be primary for losses
arising out of Contracting Party's performance hereunder and neither City nor its insurers
shall be required to contribute to such loss.
Professional Liability or Errors and Omissions Insurance as appropriate shall
be written on a policy form coverage specifically designed to protect against acts, errors
or omissions of the Contracting Party and "Covered Professional Services" as designated
in the policy must specifically include work performed under this agreement. The policy
limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must
"pay on behalf of" the insured and must include a provision establishing the insurer's duty
to defend. The policy retroactive date shall be on or before the effective date of this
agreement.
Contracting Party shall carry Workers' Compensation Insurance in
accordance with State Worker's Compensation laws with employer's liability limits no less
than $1,000,000 per accident or disease.
Contracting Party shall procure and maintain Cyber Liability insurance with
limits of $1,000,000 per occurrence/loss which shall include the following coverage if
applicable:
a. Liability arising from the theft, dissemination and/or use of confidential or
personally identifiable information; including credit monitoring and
regulatory fines arising from such theft, dissemination or use of the
confidential information.
b. Network security liability arising from the unauthorized use of, access to,
or tampering with computer systems.
c. Liability arising from the failure of technology products (software) required
under the contract for Consultant to properly perform the services
intended in conformance with the specifications set forth on Exhibit A.
d. Electronic Media Liability arising from personal injury, plagiarism or
misappropriation of ideas, domain name infringement or improper deep -
linking or framing, and infringement or violation of intellectual property
rights.
e. Liability arising from the failure to competently render professional
services.
If coverage is maintained on a claims -made basis, Contracting Party shall maintain such
coverage for an additional period of one (1) year following termination of the contract.
Contracting Party shall provide written notice to City within ten (10) working
days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the
Exhibit E
Page 2 of 6
required polices are reduced; or (3) the deductible or self -insured retention is increased.
In the event any of said policies of insurance are cancelled, Contracting Party shall, prior
to the cancellation date, submit new evidence of insurance in conformance with this
Exhibit to the Contract Officer. The procuring of such insurance or the delivery of policies
or certificates evidencing the same shall not be construed as a limitation of Contracting
Party's obligation to indemnify City, its officers, employees, contractors, subcontractors,
or agents.
E.2 Remedies. In addition to any other remedies City may have if Contracting
Party fails to provide or maintain any insurance policies or policy endorsements to the
extent and within the time herein required, City may, at its sole option:
a. Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under this Agreement.
b. Order Contracting Party to stop work under this Agreement and/or
withhold any payment(s) which become due to Contracting Party hereunder until
Contracting Party demonstrates compliance with the requirements hereof.
C. Terminate this Agreement.
Exercise any of the above remedies, however, is an alternative to any other
remedies City may have. The above remedies are not the exclusive remedies for
Contracting Party's failure to maintain or secure appropriate policies or endorsements.
Nothing herein contained shall be construed as limiting in any way the extent to which
Contracting Party may be held responsible for payments of damages to persons or
property resulting from Contracting Party's or its subcontractors' performance of work
under this Agreement.
E.3 General Conditions Pertaining
Contracting Party. Contracting Party and
insurance provided by Contracting Party:
to Provisions of Insurance Coverage by
City agree to the following with respect to
1. Contracting Party agrees to have its insurer endorse the third party general
liability coverage required herein to include as additional insureds City, its officials,
employees, and agents, using standard ISO endorsement No. CG 2010 with an edition
prior to 1992. Contracting Party also agrees to require all contractors, and subcontractors
to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Contracting Party, or Contracting Party's employees, or agents, from waiving the
right of subrogation prior to a loss. Contracting Party agrees to waive subrogation rights
against City regardless of the applicability of any insurance proceeds, and to require all
contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Contracting Party and
available or applicable to this Agreement are intended to apply to the full extent of the
Exhibit E
Page 3 of 6
policies. Nothing contained in this Agreement or any other agreement relating to City or
its operations limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include any limiting endorsement of any kind that has not been first
submitted to City and approved of in writing.
5. No liability policy shall contain any provision or definition that would serve
to eliminate so-called "third party action over" claims, including any exclusion for bodily
injury to an employee of the insured or of any contractor or subcontractor.
6. All coverage types and limits required are subject to approval, modification
and additional requirements by the City, as the need arises. Contracting Party shall not
make any reductions in scope of coverage (e.g. elimination of contractual liability or
reduction of discovery period) that may affect City's protection without City's prior written
consent.
7. Proof of compliance with these insurance requirements, consisting of
certificates of insurance evidencing all the coverages required and an additional insured
endorsement to Contracting Party's general liability policy, shall be delivered to City at or
prior to the execution of this Agreement. In the event such proof of any insurance is not
delivered as required, or in the event such insurance is canceled at any time and no
replacement coverage is provided, City has the right, but not the duty, to obtain any
insurance it deems necessary to protect its interests under this or any other agreement
and to pay the premium. Any premium so paid by City shall be charged to and promptly
paid by Contracting Party or deducted from sums due Contracting Party, at City option.
8. It is acknowledged by the parties of this agreement that all insurance
coverage required to be provided by Contracting Party or any subcontractor, is intended
to apply first and on a primary, non-contributing basis in relation to any other insurance
or self-insurance available to City.
9. Contracting Party agrees to ensure that subcontractors, and any other party
involved with the project that is brought onto or involved in the project by Contracting
Party, provide the same minimum insurance coverage required of Contracting Party.
Contracting Party agrees to monitor and review all such coverage and assumes all
responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. Contracting Party agrees that upon request, all agreements
with subcontractors and others engaged in the project will be submitted to City for review.
10. Contracting Party agrees not to self -insure or to use any self -insured
retentions or deductibles on any portion of the insurance required herein (with the
exception of professional liability coverage, if required) and further agrees that it will not
allow any contractor, subcontractor, Architect, Engineer or other entity or person in any
way involved in the performance of work on the project contemplated by this agreement
to self -insure its obligations to City. If Contracting Party's existing coverage includes a
deductible or self -insured retention, the deductible or self -insured retention must be
Exhibit E
Page 4 of 6
declared to the City. At that time the City shall review options with the Contracting Party,
which may include reduction or elimination of the deductible or self -insured retention,
substitution of other coverage, or other solutions.
11. The City reserves the right at any time during the term of this Agreement to
change the amounts and types of insurance required by giving the Contracting Party
ninety (90) days advance written notice of such change. If such change results in
substantial additional cost to the Contracting Party, the City will negotiate additional
compensation proportional to the increased benefit to City.
12. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking any steps that
can be deemed to be in furtherance of or towards performance of this Agreement.
13. Contracting Party acknowledges and agrees that any actual or alleged
failure on the part of City to inform Contracting Party of non-compliance with any
insurance requirement in no way imposes any additional obligations on City nor does it
waive any rights hereunder in this or any other regard.
14. Contracting Party will renew the required coverage for the Initial Term of the
Agreement (and any mutually executed extensions thereto) and four (4) years after
termination of this Agreement. This obligation applies whether the agreement is canceled
or terminated for any reason.
15. Contracting Party shall provide proof that policies of insurance required
herein expiring during the term of this Agreement have been renewed or replaced with
other policies providing at least the same coverage. Proof that such coverage has been
ordered shall be submitted prior to expiration. A coverage binder or letter from
Contracting Party's insurance agent to this effect is acceptable. A certificate of insurance
and an additional insured endorsement is required in these specifications applicable to
the renewing or new coverage must be provided to City within five (5) days of the
expiration of coverages.
16. The provisions of any workers' compensation or similar act will not limit the
obligations of Contracting Party under this agreement. Contracting Party expressly
agrees not to use any statutory immunity defenses under such laws with respect to City,
its employees, officials, and agents.
17. Requirements of specific coverage features, or limits contained in this
section are not intended as limitations on coverage, limits or other requirements nor as a
waiver of any coverage normally provided by any given policy. Specific reference to a
given coverage feature is for purposes of clarification only as it pertains to a given issue
and is not intended by any party or insured to be limiting or all-inclusive.
18. These insurance requirements are intended to be separate and distinct from
any other provision in this Agreement and are intended by the parties here to be
interpreted as such.
Exhibit E
Page 5 of 6
19. The requirements in this Exhibit supersede all other sections and provisions
of this Agreement to the extent that any other section or provision conflicts with or impairs
the provisions of this Exhibit.
20. Contracting Party agrees to be responsible for ensuring that no contract
used by any party involved in any way with the project reserves the right to charge City
or Contracting Party for the cost of additional insurance coverage required by this
agreement. Any such provisions are to be deleted with reference to City. It is not the
intent of City to reimburse any third party for the cost of complying with these
requirements. There shall be no recourse against City for payment of premiums or other
amounts with respect thereto.
21. Contracting Party agrees to provide immediate notice to City of any claim
or loss against Contracting Party arising out of the work performed under this agreement.
City assumes no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to involve City.
Exhibit E
Page 6 of 6
Exhibit F
Indemnification
F.1 Indemnity for the Benefit of City.
a. Indemnification for Professional Liability. When the law establishes a
professional standard of care for Contracting Party's Services, to the fullest extent
permitted by law, Contracting Party shall indemnify, protect, defend (with counsel
selected by City), and hold harmless City and any and all of its officials, employees, and
agents ("Indemnified Parties") from and against any and all claims, losses, liabilities of
every kind, nature, and description, damages, injury (including, without limitation, injury
to or death of an employee of Contracting Party or of any subcontractor), costs and
expenses of any kind, whether actual, alleged or threatened, including, without limitation,
incidental and consequential damages, court costs, attorneys' fees, litigation expenses,
and fees of expert consultants or expert witnesses incurred in connection therewith and
costs of investigation ("Claims"), to the extent same are caused in whole or in part by any
negligent or wrongful act, error or omission of Contracting Party, its officers, agents,
employees or subcontractors (or any entity or individual that Contracting Party shall bear
the legal liability thereof) in the performance of professional services under this
agreement. With respect to the design of public improvements, the Contracting Party
shall not be liable for any injuries or property damage resulting from the reuse of the
design at a location other than that specified in Exhibit A without the written consent of
the Contracting Party.
b. Indemnification for Other Than Professional Liabilitv. Other than in the
performance of professional services and to the full extent permitted by law, Contracting
Party shall indemnify, defend (with counsel selected by City), and hold harmless the
Indemnified Parties from and against any Claims, where the same arise out of, are a
consequence of, or are in any way attributable to, in whole or in part, the performance of
this Agreement by Contracting Party or by any individual or entity for which Contracting
Party is legally liable, including but not limited to officers, agents, employees, or
subcontractors of Contracting Party.
C. Indemnity Provisions for Contracts Related to Construction
(Limitation on Indemnity). Without affecting the rights of City under any provision of this
agreement, Contracting Party shall not be required to indemnify and hold harmless City
for liability attributable to the active negligence of City, provided such active negligence
is determined by agreement between the parties or by the findings of a court of competent
jurisdiction. In instances where City is shown to have been actively negligent and where
City's active negligence accounts for only a percentage of the liability involved, the
obligation of Contracting Party will be for that entire portion or percentage of liability not
attributable to the active negligence of City.
Exhibit F
Page 1 of 2
d. Indemnification Provision for Desian Professionals.
1. Applicability of this Section F.1(d). Notwithstanding Section F.1(a)
hereinabove, the following indemnification provision shall apply to a Contracting Party
who constitutes a "design professional" as the term is defined in paragraph 3 below.
2. Scope of Indemnification. When the law establishes a professional
standard of care for Contracting Party's Services, to the fullest extent permitted by law,
Contracting Party shall indemnify and hold harmless City and any and all of its officials,
employees, and agents ("Indemnified Parties") from and against any and all losses,
liabilities of every kind, nature, and description, damages, injury (including, without
limitation, injury to or death of an employee of Contracting Party or of any subcontractor),
costs and expenses, including, without limitation, incidental and consequential damages,
court costs, reimbursement of attorneys' fees, litigation expenses, and fees of expert
consultants or expert witnesses incurred in connection therewith and costs of
investigation, to the extent same are caused by any negligent or wrongful act, error or
omission of Contracting Party, its officers, agents, employees or subcontractors (or any
entity or individual that Contracting Party shall bear the legal liability thereof) in the
performance of professional services under this agreement. With respect to the design
of public improvements, the Contracting Party shall not be liable for any injuries or
property damage resulting from the reuse of the design at a location other than that
specified in Exhibit A without the written consent of the Contracting Party.
3. Design Professional Defined. As used in this Section F.1(d), the
term "design professional" shall be limited to licensed architects, registered professional
engineers, licensed professional land surveyors and landscape architects, all as defined
under current law, and as may be amended from time to time by Civil Code § 2782.8.
F.2 Obligation to Secure Indemnification Provisions. Contracting Party agrees
to obtain executed indemnity agreements with provisions identical to those set forth
herein this Exhibit F, as applicable to the Contracting Party, from each and every
subcontractor or any other person or entity involved by, for, with or on behalf of
Contracting Party in the performance of this Agreement. In the event Contracting Party
fails to obtain such indemnity obligations from others as required herein, Contracting
Party agrees to be fully responsible according to the terms of this Exhibit. Failure of City
to monitor compliance with these requirements imposes no additional obligations on City
and will in no way act as a waiver of any rights hereunder. This obligation to indemnify
and defend City as set forth in this Agreement are binding on the successors, assigns or
heirs of Contracting Party and shall survive the termination of this Agreement.
Exhibit F
Page 2 of 2
Exhibit G
Break Ground Privacy Policy
BREAK GROUND TECHNOLOGIES, LLC PRIVACY POLICY
Last Updated: November 15, 2024
1. Introduction
Break Ground Technologies, LLC," ("BreakGround," "we" or "us") is committed to protecting
your privacy and safeguarding your personal information. This notice ("Privacy Notice")
describes how we may collect, use and disclose personal information on our websites
(www.BreakGround.ai or www.Ordinalforgov.com) (each of which is referred to herein as our
"Site"), or the services of BreakGround or our affiliates, including our programming interface,
software, data, documentation, and Site (the "Services") ,including but not limited to Ordinal
(the "Platform"). This Privacy Notice applies to any personal information we collect or receive
about you, from any source.
By submitting your personal information, using our Site, or subscribing to our services or
products, you signify your agreement to the terms and conditions of this Privacy Notice. We
regularly update our Privacy Notice to account for changes in privacy law or our operations.
Your continued use of our Site or your acknowledgement that you have received the update
within the Platform will be deemed your acknowledgment of those changes, so please check
this Privacy Notice regularly for updates.
2. Third -Party Links
The Site and Platform may include links to third -party websites, plug -ins and applications.
Clicking on those links or enabling those connections may allow third parties to collect or share
data about you. We do not control these third -party websites and are not responsible for their
Privacy Policies, accuracy of content or response times. When you leave our Platform, we
encourage you to read the Privacy Policy of every website you visit.
3. Personal Data
Personal data, or personal information ("Personal Data") means any information about an
individual from which that person can be identified. It does not include data that cannot be used
to identify an individual (anonymous data) or publicly available information or your business
contact information.
Data that we do not consider Personal Data. We may create data from your Personal Data that
is aggregated, de -identified and/or anonymized, including by removing information that makes
data personally identifiable to a specific user. We may use such aggregated, anonymized data
and share it with third parties who provide services to us and for our lawful business purposes,
including to analyze, build and improve our Services and promote our business, provided that
we will not share such data in any manner that could identify you.
3.1. Types of Personal Data We Collect.
We may collect, use, store and transfer the following kinds of personal data about you:
3.1.1. Identity Data includes first name, last name or similar identifier, date of birth and gender.
Exhibit G
Page 1 of 7
3.1.2. Contact Data includes address, email address and telephone numbers.
3.1.3. Transaction Data includes details relating to a transaction, such as payments to or from
you.
3.1.5. Technical Data includes internet protocol (IP) address, your login data, browser type and
version, time zone setting and location, pages visited, time and date of your visit, other
diagnostic data, browser plug-in types and versions, operating system and platform, and other
technology on the devices you use to access the Platform. If you access the Platform through
different devices (e.g., your mobile phone or personal computer), the information that we collect
and store through those different uses may be cross-referenced and combined, and your
contributions from any of those devices or platforms will become part of the Platform.
3.1.6. Usage Data includes information about how you use our Platform, including information,
text or other content you may input into the Platform while using Ordinal.
3.1.7. Marketing and Communications Data includes your preferences in receiving marketing
from us and our third parties, your other communication preferences, and our own records of
marketing or other communications of which you are the subject, and any other information you
provide to us through your submission of a form within the Platform.
3.1.8 Information We Receive from Other Sources. We may receive information from our
trusted partners, such as security vendors, to protect against fraud, abuse, and other security
threats to our Services, and from marketing vendors who provide us with information about
potential customers of our business services. We also collect information from other sources,
like information that is publicly available on the internet, to develop the models that power our
Services.
4. How Is Your Personal Data Collected?
We use different methods to collect data from and about you including through:
4.1. Direct interactions.
You may give us your Identity, Contact and Financial Data by using our Platform, filling in forms
or by corresponding with us by mail, phone, email or otherwise. This includes the personal data
you provide when you use our services, create an account, give us feedback, or contact us,
whether in person, by phone, by email, through social media platforms, or through any other
medium.
4.2. Automated technologies or interactions.
As you interact with our website, we will automatically collect Technical Data and Usage Data
about your equipment, browsing actions and patterns. We collect this personal data by using
cookies, server logs, web beacons and other similar technologies. We may also receive
Technical Data and Usage Data about you if you visit other websites employing our cookies.
4.3. Third parties or publicly available sources.
We may receive personal data about you from various third parties as set out below:
4.3.1 Technical Data from analytics providers; advertising networks; and search information
providers.
4.3.2 Contact, Financial and Transaction Data from providers of technical, payment
processors and delivery services.
4.4. Cookies.
Our Platform uses cookies, web beacons and similar technologies to distinguish you from other
Exhibit G
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users. This helps us to provide you with a good experience when you browse our website and
also allows us to improve our site.
A cookie is a text file of letters and numbers that we store in your browser or on the hard drive of
your computer or mobile device. Cookies contain information that is transferred to your
computer's or mobile device's hard drive. Some of these cookies may originate from companies
other than BreakGround, such as Google Analytics.
A web beacon (also referred to as a clear gif, pixel tag, or single -pixel gif) is an electronic file
that permits us, for example, to count users who have visited our website or opened an email
and for other related website statistics (for example, recording the popularity of certain website
content and verifying system and server integrity).
We use the following types of cookies:
4.4.1 Strictly necessary cookies.
These cookies are required for the operation of our Platform. Our users cannot opt into or out of
these cookies.
4.4.2 Analytical/performance cookies.
These cookies allow us to recognize and count the number of visitors and to see how visitors
move around our Platform when they are using it. This helps us to improve the way our Platform
works, for example, by ensuring that users are finding what they are looking for easily. We will
place these cookies unless our users have opted out.
4.4.3 Functionality cookies.
These cookies are used to recognize you when you return to our Platform. This enables us to
personalize our content for you and remember your preferences. We will place these cookies
unless our users have opted out.
4.4.4 Targeting cookies.
These cookies record your visit to our Platform, the pages you have visited and the links you
have followed. We will use this information to make our Platform, and the material displayed on
it, more relevant to your interests. We may also share this information with third parties for this
purpose. We will only place these cookies with your consent.
You can set your browser to refuse all or some browser cookies or to alert you when websites
set or access cookies. Most browsers have an option for turning off the Cookie feature, which
will prevent your browser from accepting new Cookies, as well as (depending on the
sophistication of your browser software) allow you to decide on acceptance of each new Cookie
in a variety of ways. You can also delete all Cookies that are already on your device. If you
disable or refuse cookies, please note that some parts of this website may become inaccessible
or not function properly.
To find out more information about Cookies, including information about how to manage and
delete Cookies, please visit http://www.allaboutcookies.org/.
Exhibit G
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5. Purposes for which We Use Your Personal Data
5.1. Fulfillment of Contract.
We use your personal data to fulfill the services that you use through our Platform.
5.2. Legitimate Interests.
We may use your personal data for any reason that is necessary for our pursuit of our own
legitimate interests (or those of a third party) so long as any prospective harms to your rights
and freedoms under applicable law does not override those interests. Those legitimate interests
include the provision and improvement of the Platform for users, analyzing trends and usage
patterns.
5.3. Compliance with Legal Obligations.
We may use your personal data to comply with applicable laws, regulations and other legal
obligations.
5.4. Consent.
Where we collect your consent, we may use your personal information in any manner consistent
with that consent.
5.5. Marketing.
We strive to provide you with choices regarding certain personal data uses, particularly around
marketing and advertising. We have established the following personal data control
mechanisms:
5.5.1 Promotional offers from us. We may use your Profile Data to form a view on what we
think you may want or need, or what may be of interest to you. Where this information is
collected pseudonymously, we may use pseudonymous information to advertise or share with
others so they may advertise tailored products and services to a user. If we collect your
consent, we may use and share your Profile Data (except payment information) in order to
advertise or enable others to advertise tailored goods or services to you. You may opt out of
either form of tailored advertising (or withdraw your consent, where applicable) as described in
this Privacy Notice.
5.5.2 Third -party marketing. We will collect your express opt -in consent before we share your
personal data with any third party for marketing purposes where such consent is required under
applicable law.
5.5.3 Opting out. You can opt out of (i) our disclosure of your Personal Information to third
parties that are not agents of, or providers of service to, us, or (ii) our use of your Personal
Information for direct marketing purposes by contacting us as provided below.
5.6. Change of purpose.
We will use your personal data only for the purposes for which we collected it unless we
Exhibit G
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reasonably consider that we need to use it for another reason and that reason is compatible
with the original purpose. If you wish to get an explanation as to how the processing for the new
purpose is compatible with the original purpose, please contact us at support@breakground.ai.
If we need to use your personal data for an unrelated purpose, we will notify you and we will
explain the legal basis which allows us to do so. Please note that we may process your personal
data without your knowledge or consent, in compliance with the above rules, where this is
required or permitted by law.
5.7 Payment Processors.
To facilitate financial transactions on our Services, we use Stripe. When you engage in a
financial transaction, you direct us to share certain information with this payment processor, and
you will provide other information —such as your credit card or bank account information —
directly to them. We do not record or maintain this financial information. For more information on
how transactions are handled, or to understand the data security and privacy practices of these
payment processors, please refer to the privacy notice of Stripe.
6. Disclosures of Your Personal Data
We may share your personal data with the parties set out below:
6.1 Service providers who provide video processing, payment processing, email, hosting, data
analysis, IT and system administration services, professional advice (including lawyers,
bankers, auditors and insurers, who provide consultancy, banking, legal, insurance and
accounting services), and other related services.
6.2 Listed Businesses.
6.3 Marketing Partners.
6.4 Business Transfers. Third parties to whom we may choose to sell, transfer or merge parts of
our business or our assets. Alternatively, we may seek to acquire other businesses or merge
with them. If a change happens to our business, while we will use reasonable efforts to ensure
that any new owners will use your personal data in the same way as set out in this Privacy
Notice, a new owner may use a different privacy policy.
6.5Government Authorities such as law enforcement, judicial or similar officers, to comply with
valid requests by authorities and other legal requirements, court orders, or investigations.
We may also receive personal data from these parties. We require all third parties with whom
we contract to respect the security of your personal data and to treat it in accordance with the
law. We do not allow our third -party service providers to use your personal data for their own
purposes except as described in this Privacy Notice and only permit them to process your
personal data for specified purposes and in accordance with our instructions.
7. Data Security
We have put in place appropriate security measures to prevent your Personal Data from being
accidentally lost, used or accessed in an unauthorized way, altered or disclosed. In addition, we
limit access to your personal data to those employees, agents, contractors and other third
parties who have a business need to know. They will only process your personal data on our
instructions, and they are subject to a duty of confidentiality. Please be aware that no method of
transmitting data over the internet or sharing data is completely secure so BreakGround cannot
guarantee the security of your Personal Data.
Exhibit G
Page 5 of 7
8. Data Retention
We will retain your personal data only for as long as reasonably necessary to fulfill the purposes
we collected it for, including for the purposes of satisfying any legal, regulatory, tax, accounting
or reporting requirements. We may retain your personal data for a longer period in the event of
a complaint or if we reasonably believe there is a prospect of litigation with respect to our
relationship with you.
To determine the appropriate retention period for personal data, we consider the amount, nature
and sensitivity of the personal data, the potential risk of harm from unauthorized use or
disclosure of your personal data, the purposes for which we process your personal data and
whether we can achieve those purposes through other means, and the applicable legal,
regulatory, tax, accounting or other requirements.
In some circumstances, we will anonymize your personal data (so that it can no longer be
associated with you) for research or statistical purposes, in which case we may use this
information indefinitely without further notice to you.
9. Data Access
9.1. Your Rights.
Under certain circumstances, you have rights under the data protection laws in relation to your
personal data. Such rights may include the right to:
-Request access to your personal data.
-Request deletion of your personal data.
-Correct your personal data.
-Object to the processing of your personal data.
-Request that your personal data be transferred to another person.
-Request restriction of processing your personal data.
-Withdraw your consent to the processing of your personal data.
If you wish to exercise any of those rights, please contact us as provided below. You may also
have the right to lodge a complaint with your applicable supervisory authority in the event we
violate applicable data protection laws.
9.2. No fee normally required.
You will not have to pay a fee to access your personal data (or to exercise any of the other
rights). However, we may (a) charge a reasonable fee, or (b) refuse to comply with your
request, if your request is clearly unfounded, repetitive or excessive, to the extent permitted by
law.
9.3. What we may need from you.
We may need to request specific information from you to help us confirm your identity and
ensure your right to access your personal data (or to exercise any of your other rights). This is a
security measure to ensure that personal data is not disclosed to any person who has no right to
receive it. We may also contact you to ask you for further information in relation to your request
Exhibit G
Page 6 of 7
to speed up our response.
9.4. Time limit to respond.
We try to respond to all legitimate requests within one month, unless a shorter response time is
required by law. Occasionally it could take us longer than a month if your request is particularly
complex or you have made a number of requests. In this case, we will notify you and keep you
updated.
10. Children's Online Privacy Protection Act Notification
Our services are not designed or intended for use by children under 13. If you are under 18, you
should use the services only with involvement of a parent or guardian.
Pursuant to 47 U.S.C. Section 230(d) as amended, Ordinal Technologies, Inc. hereby notifies
you that parental control protections (such as computer hardware, software, or filtering services)
are commercially available that may assist you in limiting access to material that is harmful to
minors. Information identifying current providers of such protections is available at the Electronic
Frontier Foundation websitehttp://www.eff.org.
11. Contact Us
All comments, questions, concerns or complaints regarding your personal information should be
forwarded to Ordinal as follows:
Ordinal Technologies, Inc.
Attn: Customer Support
support@breakground.ai
Exhibit G
Page 7 of 7
EXHIBIT H
OpenAl Terms of Use
https://openai.com/policies/row-terms-of-use/
Title: Terms of Use
Effective: December 11, 2024
Published: December 11, 2024
Thank you for using OpenAl!
These Terms of Use apply to your use of ChatGPT, DALL•E, and OpenAl's other
services for individuals, along with any associated software applications and websites
(all together, "Services"). These Terms form an agreement between you and OpenAl,
L.L.C., a Delaware company, and they include our Service Terms and important
provisions for resolving disputes through arbitration. By using our Services, you agree to
these Terms.
If you reside in the European Economic Area, Switzerland, or the UK, your use of the
Services is governed by separate terms.
Our Business Terms govern use of ChatGPT Enterprise, our APIs, and our other
services for businesses and developers.
Our Privacy Policy explains how we collect and use personal information. Although it
does not form part of these Terms, it is an important document that you should read.
Who we are
OpenAl is an Al research and deployment company. Our mission is to ensure that
artificial general intelligence benefits all of humanity. For more information about
OpenAl, please visit openai.com/about.
Registration and access
Minimum age.
You must be at least 13 years old or the minimum age required in your country to
consent to use the Services. If you are under 18 you must have your parent or legal
guardian's permission to use the Services.
Registration.
You must provide accurate and complete information to register for an account to use
our Services. You may not share your account credentials or make your account
available to anyone else and are responsible for all activities that occur under your
account. If you create an account or use the Services on behalf of another person or
entity, you must have the authority to accept these Terms on their behalf.
Exhibit H
Page 1 of 9
Using our Services
What you can do.
Subject to your compliance with these Terms, you may access and use our Services. In
using our Services, you must comply with all applicable laws as well as our Sharing &
Publication Policy, Usage Policies, and any other documentation, guidelines, or policies
we make available to you.
What you cannot do.
You may not use our Services for any illegal, harmful, or abusive activity. For example,
you may not:
• Use our Services in a way that infringes, misappropriates or violates anyone's
rights.
• Modify, copy, lease, sell or distribute any of our Services.
• Attempt to or assist anyone to reverse engineer, decompile or discover the
source code or underlying components of our Services, including our models,
algorithms, or systems (except to the extent this restriction is prohibited by
applicable law).
• Automatically or programmatically extract data or Output (defined below).
• Represent that Output was human -generated when it was not.
• Interfere with or disrupt our Services, including circumvent any rate limits or
restrictions or bypass any protective measures or safety mitigations we put on
our Services.
• Use Output to develop models that compete with OpenAl.
Software.
Our Services may allow you to download software, such as mobile applications, which
may update automatically to ensure you're using the latest version. Our software may
include open source software that is governed by its own licenses that we've made
available to you.
Corporate domains.
If you create an account using an email address owned by an organization (for
example, your employer), that account may be added to the organization's business
account with us, in which case we will provide notice to you so that you can help
facilitate the transfer of your account (unless your organization has already provided
notice to you that it may monitor and control your account). Once your account is
transferred, the organization's administrator will be able to control your account,
including being able to access Content (defined below) and restrict or remove your
access to the account.
Exhibit H
Page 2 of 9
Third party Services.
Our services may include third party software, products, or services ("Third Party
Services") and some parts of our Services, like our browse feature, may include output
from those services ("Third Party Output"). Third Party Services and Third Party Output
are subject to their own terms, and we are not responsible for them.
Feedback.
We appreciate your feedback, and you agree that we may use it without restriction or
compensation to you.
Content
Your content.
You may provide input to the Services ("Input"), and receive output from the Services
based on the Input ("Output"). Input and Output are collectively "Content." You are
responsible for Content, including ensuring that it does not violate any applicable law or
these Terms. You represent and warrant that you have all rights, licenses, and
permissions needed to provide Input to our Services.
Ownership of content.
As between you and OpenAl, and to the extent permitted by applicable law, you (a)
retain your ownership rights in Input and (b) own the Output. We hereby assign to you
all our right, title, and interest, if any, in and to Output.
Similarity of content.
Due to the nature of our Services and artificial intelligence generally, output may not be
unique and other users may receive similar output from our Services. Our assignment
above does not extend to other users' output or any Third Party Output.
Our use of content.
We may use Content to provide, maintain, develop, and improve our Services, comply
with applicable law, enforce our terms and policies, and keep our Services safe. If
you're using ChatGPT through Apple's integrations, see OpenAl's Help Center article
for how we handle your Content.
Opt out.
If you do not want us to use your Content to train our models, you can opt out by
following the instructions in OpenAl's data use policy. Please note that in some cases
this may limit the ability of our Services to better address your specific use case.
Accuracy.
Artificial intelligence and machine learning are rapidly evolving fields of study. We are
constantly working to improve our Services to make them more accurate, reliable, safe,
and beneficial. Given the probabilistic nature of machine learning, use of our Services
may, in some situations, result in Output that does not accurately reflect real people,
places, or facts.
When you use our Services you understand and agree:
Exhibit H
Page 3 of 9
• Output may not always be accurate. You should not rely on Output from our
Services as a sole source of truth or factual information, or as a substitute for
professional advice.
• You must evaluate Output for accuracy and appropriateness for your use case,
including using human review as appropriate, before using or sharing Output
from the Services.
• You must not use any Output relating to a person for any purpose that could
have a legal or material impact on that person, such as making credit,
educational, employment, housing, insurance, legal, medical, or other important
decisions about them.
• Our Services may provide incomplete, incorrect, or offensive Output that does
not represent OpenAl's views. If Output references any third party products or
services, it doesn't mean the third party endorses or is affiliated with OpenAl.
Our IP rights
We and our affiliates own all rights, title, and interest in and to the Services. You may
only use our name and logo in accordance with our Brand Guidelines.
Paid accounts
Billing.
If you purchase any Services, you will provide complete and accurate billing information,
including a valid payment method. For paid subscriptions, we will automatically charge
your payment method on each agreed -upon periodic renewal until you cancel. You're
responsible for all applicable taxes, and we'll charge tax when required. If your payment
cannot be completed, we may downgrade your account or suspend your access to our
Services until payment is received.
Service credits.
You can pay for some Services in advance by purchasing service credits. All service
credits are subject to our Service Credit Terms.
Cancellation.
You can cancel your paid subscription at any time. Payments are non-refundable,
except where required by law. These Terms do not override any mandatory local laws
regarding your cancellation rights.
Changes.
We may change our prices from time to time. If we increase our subscription prices, we
will give you at least 30 days' notice and any price increase will take effect on your next
renewal so that you can cancel if you do not agree to the price increase.
Termination and suspension
Termination.
You are free to stop using our Services at any time. We reserve the right to suspend or
terminate your access to our Services or delete your account if we determine:
Exhibit H
Page 4 of 9
You breached these Terms or our Usage Policies.
• We must do so to comply with the law.
Your use of our Services could cause risk or harm to OpenAl, our users, or
anyone else.
We also may terminate your account if it has been inactive for over a year and you do
not have a paid account. If we do, we will provide you with advance notice.
Appeals.
If you believe we have suspended or terminated your account in error, you can file an
appeal by contacting our Support team.
Discontinuation of Services
We may decide to discontinue our Services, but if we do, we will give you advance
notice and a refund for any prepaid, unused Services.
Disclaimer of warranties
OUR SERVICES ARE PROVIDED "AS IS." EXCEPT TO THE EXTENT PROHIBITED
BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES
(EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE
SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO,
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
SATISFACTORY QUALITY, NON -INFRINGEMENT, AND QUIET ENJOYMENT, AND
ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE
USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE
UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL
BE SECURE OR NOT LOST OR ALTERED.
YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM OUR SERVICE IS
AT YOUR SOLE RISK AND YOU WILL NOT RELY ON OUTPUT AS A SOLE SOURCE
OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR
PROFESSIONAL ADVICE.
Limitation of liability
NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE
FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY
DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR
DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE
TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE
SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE
THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN
THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW.
Exhibit H
Page 5 of 9
Some countries and states do not allow the disclaimer of certain warranties or the
limitation of certain damages, so some or all of the terms above may not apply to you,
and you may have additional rights. In that case, these Terms only limit our
responsibilities to the maximum extent permissible in your country of residence.
OPENAI'S AFFILIATES, SUPPLIERS, LICENSORS, AND DISTRIBUTORS ARE
INTENDED THIRD PARTY BENEFICIARIES OF THIS SECTION.
Indemnity
If you are a business or organization, to the extent permitted by law, you will indemnify
and hold harmless us, our affiliates, and our personnel, from and against any costs,
losses, liabilities, and expenses (including attorneys' fees) from third party claims arising
out of or relating to your use of the Services and Content or any violation of these
Terms.
Dispute resolution
YOU AND OPENAI AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND
CLASS ACTION WAIVER PROVISIONS:
MANDATORY ARBITRATION.
You and OpenAl agree to resolve any claims arising out of or relating to these Terms or
our Services, regardless of when the claim arose, even if it was before these Terms
existed (a "Dispute"), through final and binding arbitration. You may opt out of arbitration
within 30 days of account creation or of any updates to these arbitration terms within 30
days after the update has taken effect by filling out the designated form. If you opt out of
an update, the last set of agreed upon arbitration terms will apply.
Informal dispute resolution.
We would like to understand and try to address your concerns prior to formal legal
action. Before either of us files a claim against the other, we both agree to try to resolve
the Dispute informally. You agree to do so by sending us notice through the designated
form. We will do so by sending you notice to the email address associated with your
account. If we are unable to resolve a Dispute within 60 days, either of us has the right
to initiate arbitration. We also both agree to attend an individual settlement conference if
either party requests one during this time. Any statute of limitations will be tolled during
this informal resolution process.
Arbitration forum.
If we are unable to resolve the Dispute, either of us may commence arbitration with
National Arbitration and Mediation ("NAM") under its Comprehensive Dispute Resolution
Rules and Procedures and/or Supplemental Rules for Mass Arbitration Filings, as
applicable. OpenAl will not seek attorneys' fees and costs in arbitration unless the
arbitrator determines that your claim is frivolous. The activities described in these Terms
involve interstate commerce and the Federal Arbitration Act will govern the
interpretation and enforcement of these arbitration terms and any arbitration.
Exhibit H
Page 6 of 9
Arbitration procedures.
The arbitration will be conducted by videoconference if possible, but if the arbitrator
determines a hearing should be conducted in person, the location will be mutually
agreed upon, in the county where you reside, or as determined by the arbitrator, unless
the batch arbitration process applies. The arbitration will be conducted by a sole
arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice
law in the state of California. The arbitrator will have exclusive authority to resolve any
Dispute, except the state or federal courts of San Francisco, California have the
authority to determine any Dispute about enforceability, validity of the class action
waiver, or requests for public injunctive relief, as set out below. Any settlement offer
amounts will not be disclosed to the arbitrator by either party until after the arbitrator
determines the final award, if any. The arbitrator has the authority to grant motions
dispositive of all or part of any Dispute.
Exceptions.
This section does not require informal dispute resolution or arbitration of the following
claims: (i) individual claims brought in small claims court; and (ii) injunctive or other
equitable relief to stop unauthorized use or abuse of the Services or intellectual property
infringement or misappropriation.
CLASS AND JURY TRIAL WAIVERS.
You and OpenAl agree that Disputes must be brought on an individual basis only, and
may not be brought as a plaintiff or class member in any purported class, consolidated,
or representative proceeding. Class arbitrations, class actions, and representative
actions are prohibited. Only individual relief is available. The parties agree to sever and
litigate in court any request for public injunctive relief after completing arbitration for the
underlying claim and all other claims. This does not prevent either party from
participating in a class -wide settlement. You and OpenAl knowingly and irrevocably
waive any right to trial by jury in any action, proceeding, or counterclaim.
Batch arbitration.
If 25 or more claimants represented by the same or similar counsel file demands for
arbitration raising substantially similar Disputes within 90 days of each other, then you
and OpenAl agree that NAM will administer them in batches of up to 50 claimants each
("Batch"), unless there are less than 50 claimants in total or after batching, which will
comprise a single Batch. NAM will administer each Batch as a single consolidated
arbitration with one arbitrator, one set of arbitration fees, and one hearing held by
videoconference or in a location decided by the arbitrator for each Batch. If any part of
this section is found to be invalid or unenforceable as to a particular claimant or Batch, it
will be severed and arbitrated in individual proceedings.
Severability.
If any part of these arbitration terms is found to be illegal or unenforceable, the
remainder will remain in effect, except that if a finding of partial illegality or
unenforceability would allow class arbitration, class action, or representative action, this
entire dispute resolution section will be unenforceable in its entirety.
Exhibit H
Page 7 of 9
Copyright complaints
If you believe that your intellectual property rights have been infringed, please send
notice to the address below or fill out the designated form. We may delete or disable
content that we believe violates these Terms or is alleged to be infringing and will
terminate accounts of repeat infringers where appropriate.
"OpenAl, L.L.C.
1455 3rd Street
San Francisco, CA 94158
Attn: General Counsel / Copyright Agent"
Written claims concerning copyright infringement must include the following information:
• A physical or electronic signature of the person authorized to act on behalf of the
owner of the copyright interest
A description of the copyrighted work that you claim has been infringed upon
• A description of where the allegedly infringing material is located on our site so
we can find it
Your address, telephone number, and e-mail address
• A statement by you that you have a good -faith belief that the disputed use is not
authorized by the copyright owner, its agent, or the law
• A statement by you that the above information in your notice is accurate and,
under penalty of perjury, that you are the copyright owner or authorized to act on
the copyright owner's behalf
General Terms
Assignment.
You may not assign or transfer any rights or obligations under these Terms and any
attempt to do so will be void. We may assign our rights or obligations under these
Terms to any affiliate, subsidiary, or successor in interest of any business associated
with our Services.
Changes to these Terms or our Services.
We are continuously working to develop and improve our Services. We may update
these Terms or our Services accordingly from time to time. For example, we may make
changes to these Terms or the Services due to:
• Changes to the law or regulatory requirements.
• Security or safety reasons.
• Circumstances beyond our reasonable control.
Exhibit H
Page 8of9
• Changes we make in the usual course of developing our Services.
• To adapt to new technologies.
We will give you at least 30 days advance notice of changes to these Terms that
materially adversely impact you either via email or an in -product notification. All other
changes will be effective as soon as we post them to our website. If you do not agree to
the changes, you must stop using our Services.
Delay in enforcing these Terms.
Our failure to enforce a provision is not a waiver of our right to do so later. Except as
provided in the dispute resolution section above, if any portion of these Terms is
determined to be invalid or unenforceable, that portion will be enforced to the maximum
extent permissible and it will not affect the enforceability of any other terms.
Trade controls.
You must comply with all applicable trade laws, including sanctions and export control
laws. Our Services may not be used in or for the benefit of, or exported or re-exported
to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom
dealings are prohibited or restricted under applicable trade laws. Our Services may not
be used for any end use prohibited by applicable trade laws, and your Input may not
include material or information that requires a government license for release or export.
Entire agreement.
These Terms contain the entire agreement between you and OpenAl regarding the
Services and, other than any Service -specific terms, supersedes any prior or
contemporaneous agreements between you and OpenAl.
Governing law.
California law will govern these Terms except for its conflicts of laws principles. Except
as provided in the dispute resolution section above, all claims arising out of or relating to
these Terms will be brought exclusively in the federal or state courts of San Francisco,
California.
Exhibit H
Page 9 of 9