Loading...
HomeMy WebLinkAboutCO 2025-046 - SuperC AI IncPSA with Professional Liability Insurance (Non-Design) Page 1 Last Revised: 11/12/2020 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 10th day of April, 2025, by and between the City of Rancho Cucamonga, a municipal corporation (“City”) and SuperC AI Inc. (“With”), a Newton (“Consultant”). RECITALS A.City has heretofore issued its request for proposals to perform the following professional services: One-year license for the Centralized Community Calendar platform (“the Service”). B.Consultant has submitted a proposal to perform the professional services described in Recital “A”, above, necessary to complete the Service. C.City desires to engage Consultant to complete the Service in the manner set forth and more fully described herein. D.Consultant represents that it is fully qualified and licensed under the laws of the State of California to perform the services contemplated by this Agreement in a good and professional manner. AGREEMENT NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties hereto agree as follows: 1.Consultant’s Services. 1.1 Scope and Level of Services. Subject to the terms and conditions set forth in this Agreement, City hereby engages Consultant to perform all technical and professional services described in Recitals “A” and “B” above, including, but not limited to the Centralized Community Calendar platform, all as more fully set forth in the Consultant’s proposal, dated March 4, 2025 and entitled “Scope of Work”, attached hereto as Exhibit “A”, and incorporated by reference herein. The nature, scope, and level of the services required to be performed by Consultant are set forth in the Scope of Work and are referred to herein as “the Services.” In the event of any inconsistencies between the Scope of Work and this Agreement, the terms and provisions of this Agreement shall control. 1.2 Revisions to Scope of Work. Upon request of the City, the Consultant will promptly meet with City staff to discuss any revisions to the Service desired by the City. Consultant agrees that the Scope of Work may be amended based upon said meetings, and, by amendment to this Agreement, the parties may agree on a revision or revisions to Consultant’s compensation based thereon. A revision pursuant to City of Rancho Cucamonga CONTRACT NUMBER 2025-046 Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC PSA with Professional Liability Insurance (Non-Design) Page 2 Last Revised: 11/12/2020 this Section that does not increase the total cost payable to Consultant by more than ten percent (10%) of the total compensation specified in Section 3, may be approved in writing by City’s City Manager without amendment. 1.3 Time for Performance. Consultant shall perform all services under this Agreement in a timely, regular basis consistent with industry standards for professional skill and care, and in accordance with any schedule of performance set forth in the Scope of Work, or as set forth in a “Schedule of Performance”, if such Schedule is attached hereto as Exhibit “B”. 1.4 Standard of Care. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing the Services. 1.5 Familiarity with Services. By executing this Agreement, Consultant represents that, to the extent required by the standard of practice, Consultant (a) has investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. Consultant represents that Consultant, to the extent required by the standard of practice, has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions therein. Should Consultant discover any latent or unknown conditions, which will materially affect the performance of services, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the City Representative. 2. Term of Agreement. The term of this Agreement shall be through the completion of the Service and shall become effective as of the date of the mutual execution by way of both parties signature (the “Effective Date”). No work shall be conducted; service or goods will not be provided until this Agreement has been executed and above requirements have been fulfilled. 3. Compensation. 3.1 Compensation. City shall compensate Consultant as set forth in Exhibit A, provided, however, that full, total and complete amount payable to Consultant shall not exceed $23,128 (dollars), including all out of pocket expenses, unless additional compensation is approved by the City Council. City shall not withhold any federal, state or other taxes, or other deductions. However, City shall withhold not more than ten percent (10%) of any invoice amount pending receipt of any deliverables reflected in such invoice. Under no circumstance shall Consultant be entitled to compensation for services not yet satisfactorily performed. Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC PSA with Professional Liability Insurance (Non-Design) Page 3 Last Revised: 11/12/2020 The parties further agree that compensation may be adjusted in accordance with Section 1.2 to reflect subsequent changes to the Scope of Services. City shall compensate Consultant for any authorized extra services as set forth in Exhibit A. 4. Method of Payment. 4.1 Invoices. Consultant shall submit to City monthly invoices for the Services performed pursuant to this Agreement. The invoices shall describe in detail the Services rendered during the period and shall separately describe any authorized extra services. Any invoice claiming compensation for extra services shall include appropriate documentation of prior authorization of such services. All invoices shall be remitted to the City of Rancho Cucamonga, California. 4.2 City shall review such invoices and notify Consultant in writing within ten (10) business days of any disputed amounts. 4.3 City shall pay all undisputed portions of the invoice within thirty (30) calendar days after receipt of the invoice up to the not-to-exceed amounts set forth in Section 3. 4.4 All records, invoices, time cards, cost control sheets and other records maintained by Consultant relating to services hereunder shall be available for review and audit by the City. 5. Representatives. 5.1 City Representative. For the purposes of this Agreement, the contract administrator and City’s representative shall be Matt Marquez, or such other person as designated in writing by the City (“City Representative”). It shall be Consultant’s responsibility to assure that the City Representative is kept informed of the progress of the performance of the services, and Consultant shall refer any decisions that must be made by City to the City Representative. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the City Representative. 5.2 Consultant Representative. For the purposes of this Agreement, Adi Perry is hereby designated as the principal and representative of Consultant authorized to act in its behalf with respect to the services specified herein and make all decisions in connection therewith (“Consultant’s Representative”). It is expressly understood that the experience, knowledge, capability and reputation of the Consultant’s Representative were a substantial inducement for City to enter into this Agreement. Therefore, the Consultant’s Representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. Consultant may not change the Responsible Principal without the prior written approval of City. Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC PSA with Professional Liability Insurance (Non-Design) Page 4 Last Revised: 11/12/2020 6. Consultant’s Personnel. 6.1 All Services shall be performed by Consultant or under Consultant’s direct supervision, and all personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City business license as required by the City’s Municipal Code. 6.2 Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the standard of care set forth in Section 1.4. 6.3 Consultant shall be responsible for payment of all employees’ and subcontractors’ wages and benefits, and shall comply with all requirements pertaining to employer’s liability, workers’ compensation, unemployment insurance, and Social Security. By its execution of this Agreement, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 6.4 Consultant shall indemnify, defend and hold harmless City and its elected officials, officers and employees, servants, designated volunteers, and agents serving as independent contractors in the role of city or agency officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant’s violations of personnel practices and/or any violation of the California Labor Code. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section 6. 7. Ownership of Work Product. 7.1 Ownership. All documents, ideas, concepts, electronic files, drawings, photographs and any and all other writings, including drafts thereof, prepared, created or provided by Consultant in the course of performing the Services, including any and all intellectual and proprietary rights arising from the creation of the same (collectively, “Work Product”), are considered to be “works made for hire” for the benefit of the City. Upon payment being made, and provided Consultant is not in breach of this Agreement, all Work Product shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Basic survey notes, sketches, charts, computations and similar data prepared or obtained by Consultant under this Agreement shall, upon request, be made available to City. None of the Work Product shall be the subject of any common law or statutory copyright or copyright application by Consultant. In the event of the return of any of the Work Product to Consultant or its representative, Consultant shall be responsible for its safe return to City. Under no circumstances shall Consultant fail to deliver any draft or final designs, plans, drawings, reports or specifications to City upon written demand by City for their delivery, Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC PSA with Professional Liability Insurance (Non-Design) Page 5 Last Revised: 11/12/2020 notwithstanding any disputes between Consultant and City concerning payment, performance of the contract, or otherwise. This covenant shall survive the termination of this Agreement. City’s reuse of the Work Product for any purpose other than the Service, shall be at City’s sole risk. 7.2. Assignment of Intellectual Property Interests: Upon execution of this Agreement and to the extent not otherwise conveyed to City by Section 7.1, above, the Consultant shall be deemed to grant and assign to City, and shall require all of its subcontractors to assign to City, all ownership rights, and all common law and statutory copyrights, trademarks, and other intellectual and proprietary property rights relating to the Work Product and the Service itself, and Consultant shall disclaim and retain no rights whatsoever as to any of the Work Product, to the maximum extent permitted by law. City shall be entitled to utilize the Work Product for any and all purposes, including but not limited to constructing, using, maintaining, altering, adding to, restoring, rebuilding and publicizing the Service or any aspect of the Service. 7.3 Title to Intellectual Property. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of the Work Product and/or materials produced under this Agreement, and that City has full legal title to and the right to reproduce any of the Work Product. Consultant shall defend, indemnify and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of city officials, harmless from any loss, claim or liability in any way related to a claim that City’s use is violating federal, state or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, software, equipment, devices or processes used or incorporated in the Services and materials produced under this Agreement. In the event City’s use of any of the Work Product is held to constitute an infringement and any use thereof is enjoined, Consultant, at its expense, shall: (a) secure for City the right to continue using the Work Product by suspension of any injunction or by procuring a license or licenses for City; or (b) modify the Work Product so that it becomes non- infringing. This covenant shall survive the termination of this Agreement. 8. Status as Independent Contractor. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act as an agent of City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City. Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and to defend, indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC PSA with Professional Liability Insurance (Non-Design) Page 6 Last Revised: 11/12/2020 City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees. 9. Confidentiality. Consultant may have access to financial, accounting, statistical, and personnel data of individuals and City employees. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Consultant’s covenant under this section shall survive the termination of this Agreement. This provision shall not apply to information in whatever form that is in the public domain, nor shall it restrict the Consultant from giving notices required by law or complying with an order to provide information or data when such an order is issued by a court, administrative agency or other legitimate authority, or if disclosure is otherwise permitted by law and reasonably necessary for the Consultant to defend itself from any legal action or claim. 10. Conflict of Interest. 10.1 Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant “financially interested” (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 10.2 Consultant further represents that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Consultant has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 10.3 Consultant has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC PSA with Professional Liability Insurance (Non-Design) Page 7 Last Revised: 11/12/2020 such interest would not be deemed a prohibited “conflict of interest” under applicable laws as described in subsection 10.1. 11. Indemnification. 11.1 Professional Services. In connection with its professional services, the Consultant shall defend, hold harmless and indemnify City, and its elected officials, officers, employees, servants, volunteers, and agents serving as independent contractors in the role of city or agency officials, (collectively, “Indemnitees”), with respect to any and all damages, liabilities, losses, reasonable defense costs or expenses (collectively, “Claims”), including but not limited to liability for death or injury to any person and injury to any property, to the extent the same out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant or any of its officers, employees, subcontractors, consultants, or agents in the performance of its professional services under this Agreement. Consultant shall reimburse all reasonable defense costs and expenses, including actual attorney’s fees and experts’ costs incurred in connection with such defense. 11.2 Other Indemnities. In connection with all Claims not covered by Section 11.1, the Consultant shall defend, hold harmless and indemnify the Indemnitees with respect to any and all Claims including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to the non-professional acts, omissions, activities or operations of Consultant or any of its officers, employees, subcontractors, consultants, or agents in the performance of this Agreement. Consultant shall defend Indemnitees in any action or actions filed in connection with any such Claims with counsel of City’s choice, and shall pay all costs and expenses, including actual attorney’s fees and experts’ costs incurred in connection with such defense. 11.3 Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. 11.4 Waiver of Right of Subrogation. Except as otherwise expressly provided in this Agreement, Consultant, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Consultant. 11.5 Survival. The provisions of this Section 11 shall survive the termination of the Agreement and are in addition to any other rights or remedies which Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee’s right to recover under this indemnity provision, and an entry of judgment against Consultant shall be conclusive in favor of the Indemnitee’s right to recover under this indemnity provision. Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC PSA with Professional Liability Insurance (Non-Design) Page 8 Last Revised: 11/12/2020 12. Insurance. 12.1 Liability Insurance. Consultant shall procure and maintain in full force and effect for the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services hereunder by Consultant, and/or its agents, representatives, employees and subcontractors. 12.2 Minimum Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as: (1) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). (2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). (3) Worker’s Compensation insurance as required by the State of California, and Employer’s Liability Insurance. (4) Professional Liability insurance in a form approved by the City, having an extended reporting period of not less than three (3) years; or Professional Liability insurance shall be maintained for a period of three (3) years after completion of the Services which shall, during the entire three (3) year period, provide protection against claims of professional negligence arising out of Consultant’s performance of the Services and otherwise complying with all applicable provisions of this Section 13. Either policy shall be endorsed to include contractual liability to the extent insurable. 12.3 Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) Commercial General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. Commercial General Liability Insurance with a general aggregate limit shall apply separately to this Agreement or the general limit shall be twice the required occurrence limit. (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC PSA with Professional Liability Insurance (Non-Design) Page 9 Last Revised: 11/12/2020 (3) Employer’s Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease and Workers’ Compensation Insurance in the amount required by law. (4) Professional Liability: $1,000,000 per claim/aggregate. 12.4 Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. 12.5 Other Insurance Provisions. (1) The commercial general liability and automobile liability policies are to contain the following provisions on a separate additionally insured endorsement naming the City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of city or agency officials, are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; and/or automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no limitations on the scope of protection afforded to City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City or agency officials which are not also limitations applicable to the named insured. (2) For any claims related to this Agreement, Consultant’s insurance coverage shall be primary insurance as respects City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of city or agency officials. Any insurance or self- insurance maintained by City, their officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of city or agency officials shall be excess of Consultant’s insurance and shall not contribute with it. (3) Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. (4) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled except after 30 days prior written notice by first class mail has been given to City (ten (10) days prior written notice for Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC PSA with Professional Liability Insurance (Non-Design) Page 10 Last Revised: 11/12/2020 non-payment of premium). Consultant shall provide thirty (30) days written notice to City prior to implementation of a reduction of limits or material change of insurance coverage as specified herein. (5) Each insurance policy, required by this clause shall expressly waive the insurer’s right of subrogation against City and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of city or agency officials. (6) Be issued by an insurance company approved in writing by City, which is admitted and licensed to do business in the State of California and which is rated A:VII or better according to the most recent A.M. Best Co. Rating Guide. (7) Specify that any failure to comply with reporting or other provisions of the required policy, including breaches of warranty, shall not affect the coverage required to be provided. (8) Specify that any and all costs of adjusting and/or defending any claim against any insured, including court costs and attorneys' fees, shall be paid in addition to and shall not deplete any policy limits. (9) Other required insurance, endorsements, or exclusions as required by the City in any request for proposals applicable to this Agreement. 12.6 Evidence of coverage. Prior to commencing performance under this Agreement, the Consultant shall furnish the City with certificates and original endorsements, or copies of each required policy, effecting and evidencing the insurance coverage required by this Agreement. The endorsements shall be signed by a person authorized by the insurer(s) to bind coverage on its behalf. All endorsements or policies shall be received and approved by the City before Consultant commences performance. If performance of this Agreement shall extend beyond one year, Consultant shall provide City with the required policies or endorsements evidencing renewal of the required policies of insurance prior to the expiration of any required policies of insurance. 13. Cooperation. In the event any claim or action is brought against City relating to Consultant’s performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation that City might require. City shall compensate Consultant for any litigation support services in an amount to be agreed upon by the parties. Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC PSA with Professional Liability Insurance (Non-Design) Page 11 Last Revised: 11/12/2020 14. Termination. City shall have the right to terminate this Agreement at any time for any or no reason on not less than ten (10) days prior written notice to Consultant. In the event City exercises its right to terminate this Agreement, City shall pay Consultant for any services satisfactorily rendered prior to the effective date of the termination, provided Consultant is not then in breach of this Agreement. Consultant shall have no other claim against City by reason of such termination, including any claim for compensation. City may terminate for cause following a default remaining uncured more than five (5) business days after service of a notice to cure on the breaching party. Consultant may terminate this Agreement for cause upon giving the City ten (10) business days prior written notice for any of the following: (1) uncured breach by the City of any material term of this Agreement, including but not limited to Payment Terms; (2) material changes in the conditions under which this Agreement was entered into, coupled with the failure of the parties to reach accord on the fees and charges for any Additional Services required because of such changes. 15. Notices. Any notices, bills, invoices, or reports authorized or required by this Agreement shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during Consultant’s and City’s regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses set forth in this section, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section. All notices shall be addressed as follows: If to City: Matt Marquez Economic Development Director City of Rancho Cucamonga 10500 Civic Center Drive Rancho Cucamonga, CA 91730 If to Consultant: Adi Perry, Co-founder SuperC AI Inc. 1643 Beacon Street Suite 23 Newton, MA 02468 16. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC PSA with Professional Liability Insurance (Non-Design) Page 12 Last Revised: 11/12/2020 17. Assignment and Subcontracting. Consultant shall not assign or transfer any interest in this Agreement or subcontract the performance of any of Consultant’s obligations hereunder without City’s prior written consent. Except as provided herein, any attempt by Consultant to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be null, void and of no effect. 18 Compliance with Laws. Consultant shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in force at the time Consultant performs the Services. 19. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 20. Attorney’s Fees. In the event that either party to this Agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney’s fees and costs of experts. 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. 22. Applicable Law and Venue. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California. Venue for any action relating to this Agreement shall be in the San Bernardino County Superior Court. 23. Construction. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 24. Entire Agreement. This Agreement consists of this document, and any other documents, attachments and/or exhibits referenced herein and attached hereto, each of which is incorporated herein by such reference, and the same represents the entire and integrated agreement between Consultant and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement. Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC PSA with Professional Liability Insurance (Non-Design) Page 13 Last Revised: 11/12/2020 IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above. Consultant Name: SuperC AI Inc. By: ______________________________ Name Date ______________________________ Title City of Rancho Cucamonga By:________________________________ Name Date _________________________________ Title By: ______________________________ Name Date ______________________________ Title City of Rancho Cucamonga By:________________________________ Name Date _________________________________ Title (two signatures required if corporation) Approval ____ Buyer II, Purchasing ____ Alternate, Risk Management Coordinator Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC CEO 4/16/2025 | 11:48 AM MSK 4/21/2025 | 6:32 PM PDT Economic Development Director PSA with Professional Liability Insurance (Non-Design) Page 14 Last Revised: 11/12/2020 EXHIBIT A SCOPE OF SERVICES See Attached. Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC PSA with Professional Liability Insurance (Non-Design) Page 15 Last Revised: 11/12/2020 EXHIBIT B SCHEDULE OF PERFORMANCE Not Applicable. Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC PSA with Professional Liability Insurance (Non-Design) Page 16 Last Revised: 11/12/2020 ADDENDUM NO. 001 to Professional Services Agreement Whereas: SuperC AI, Inc. (hereinafter the “Consultant”) and the City of Rancho Cucamonga (hereinafter the “City”) intend to enter into a Professional Services Agreement (hereinafter “Agreement”), and Whereas: The Consultant has identified the following exceptions to the Agreement: Section 7.1 (Ownership) shall be revised as follows: Consultant shall retain the rights, title, and interest in and to its software platform, data models, algorithms, analytics, and tools, including all improvements, enhancements, or derivative works thereof. The City shall have a non-exclusive, non-transferable license to access and use the platform and all outputs created specifically for the City’s use under this Agreement (collectively, “Work Product”). Basic survey notes, sketches, charts, computations and similar data prepared or obtained by Consultant under this Agreement shall, upon request, be made available to City. The Service shall not be the subject of any common law or statutory copyright or copyright application by Consultant. Under no circumstances shall Consultant fail to deliver any draft or final designs, plans, drawings, reports or specifications to City upon written demand by City for their delivery, notwithstanding any disputes between Consultant and City concerning payment, performance of the contract, or otherwise. This covenant shall survive the termination of this Agreement. City’s reuse of the Work Product for any purpose other than the Service, shall be at City’s sole risk. Section 7.2 (Assignment of Intellectual Property Interests) shall be revised as follows: Upon execution of this Agreement and to the extent not otherwise conveyed to City by Section 7.1, above, the Consultant shall be deemed to grant and assign to City, and shall require all of its subcontractors to assign to City, non-exclusive, non- transferable license to access and use the platform and all outputs relating to the Work Product and the Service itself. City shall be entitled to utilize the Work Product for any and all purposes, including but not limited to publicizing the Service or any aspect of the Service. Section 11 (Indemnification), shall include the following in all applicable subsections: Except in instances of the Consultant’s gross negligence, the Consultant’s total and aggregate liability for damages arising out of or related to this Agreement, the Services, or the insights shall be limited to three (3) times the annual fees paid by the City under this Agreement. Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC PSA with Professional Liability Insurance (Non-Design) Page 17 Last Revised: 11/12/2020 Section 12.2.4 (Minimum Scope of Insurance): The extended reporting period shall be maintained for a twelve (12) month period. Now therefore: SuperC AI, Inc. and the City desire to incorporate the above exceptions to the attached Professional Services Agreement. Please indicate your agreement by way of signature to this Addendum No. 001 and the attached Professional Services Agreement. The City will process for signature and provide SuperC AI, Inc. with one (1) fully executed copy of the Professional Services Agreement and Addendum No. 001. Consultant Name: SuperC AI, Inc. By: ______________________________ Name Date ______________________________ Title City of Rancho Cucamonga By:________________________________ Name Date _________________________________ Title By: ______________________________ Name Date ______________________________ Title City of Rancho Cucamonga By:________________________________ Name Date _________________________________ Title (two signatures required if corporation) Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC CEO 4/16/2025 | 11:48 AM MSK 4/21/2025 | 6:32 PM PDT Economic Development Director PSA with Professional Liability Insurance (Non-Design) Page 18 Last Revised: 11/12/2020 Attachment A – Sample Waiver of Subrogation (Sample Only – Not all forms will look identical to this Sample) Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC PSA with Professional Liability Insurance (Non-Design) Page 19 Last Revised: 11/12/2020 Attachment B – Sample Additional Insured for On-going Projects Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC WLTR005 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 April 3, 2025 City of Rancho Cucamonga 10500 CIVIC CENTER DR RANCHO CUCAMONGA CA 91730 Account Information: Policy Holder Details :SuperC AI Inc. Contact Us Need Help? Chat online or call us at (866) 467-8730. We're here Monday - Friday. Enclosed please find a Certificate Of Insurance for the above referenced Policyholder.Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 04/03/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER SELA GROUP LLC 37278146 PO BOX 265 EMPORIA KS 66801 CONTACT NAME: PHONE (A/C, No, Ext): (620) 757-0785 FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A : Hartford Underwriters Insurance Company 30104 INSURED SUPERC AI INC. 1651 BEACON ST WABAN MA 02468-1512 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/Y YYY) LIMITS A COMMERCIAL GENERAL LIABILITY X X 37 SBM AX3FJL 04/17/2024 04/17/2025 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence)$1,000,000 X General Liability MED EXP (Any one person)$10,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $2,000,000 X POLICY PRO- JECT LOC PRODUCTS - COMP/OP AGG $2,000,000 OTHER: A AUTOMOBILE LIABILITY 37 SBM AX3FJL 04/17/2024 04/17/2025 COMBINED SINGLE LIMIT (Ea accident)$1,000,000 ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) X HIRED AUTOS X NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE - POLICY LIMIT A Employment Practices Liability Insurance 37 SBM AX3FJL 04/17/2024 04/17/2025 Each Claim Limit Annual Aggregate Limit $25,000 $25,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION City of Rancho Cucamonga 10500 CIVIC CENTER DR RANCHO CUCAMONGA CA 91730 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC ACORD 101 (2014/01)© 2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC# : ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY SELA GROUP LLC NAMED INSURED SUPERC AI INC. 1651 BEACON ST WABAN MA 02468-1512 POLICY NUMBER SEE ACORD 25 CARRIER SEE ACORD 25 NAIC CODE EFFECTIVE DATE:SEE ACORD 25 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM FORM NUMBER:ACORD 25 FORM TITLE:CERTIFICATE OF LIABILITY INSURANCE Certificate holder is an additional insured per the Business Liability Coverage Form SL3032 attached to this policy. Waiver of Subrogation applies in favor of the Certificate Holder per the Business Liability Coverage Form SL0000, attached to this policy. Coverage is primary and noncontributory per the Business Liability Coverage Form SL0000, attached to this policy. Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY CA - California certs@vensure.com (800) 409-8958 A 09/09/2025 1,000,000 1,000,000 Violetberri, LLC 1475 S Price Rd, Chandler, AZ 85286 01/01/2025 Colleen DeWitt 1,000,000 04/04/2025 10221243 Coverage provided for all leased employees but not subcontractors of: SUPERC AI INC. Client Effective: 01/01/2025. City of Rancho Cucamonga, its officers, officials, employees, and volunteers 10500 Civic Center Drive Rancho Cucamonga CA 91730 Midwest Employers Casualty Company N 23612 Jodie R. Kramer Cole Vensure HR, Inc. L/C/F SUPERC AI INC. 1475 S. Price Road Chandler AZ 85286 KEYMCP00405700 10221243 | VensureHRInc MCP (CA) KEYMCP00405700 | Ana Macias | 04/04/2025 9:25:20 AM -05 | Page 1 of 1 Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC CERTIFICATE OF INSURANCE IMPORTANT: This Certificate is issued as a matter of information only and confers no rights upon the holder. It does not amend, extend or alter the coverage afforded by the Policy and it does not constitute a contract of insurance. Should the Policy be cancelled before the expiry date stated below, notice will be delivered in accordance with the Policy provisions. POLICY NUMBER: THE INSURED: THE INCEPTION DATE: THE EXPIRY DATE: TECHNOLOGY SERVICES: THE UNDERWRITERS: RETROACTIVE DATE: Professional Liability: LEGAL ACTION: TERRITORIAL SCOPE: ESN0340196581 Superc AI Ltd 00:01 Local Standard Time on 24 Jan 2025 00:01 Local Standard Time on 24 Jan 2026 Community Software Platform Underwritten by certain underwriters at Lloyd's 24 Dec 2020 Worldwide Worldwide Authorised Signatory CFC Underwriting Ltd DATE: 30 DEC 2024 PLEASE REFER TO YOUR POLICY DOCUMENT FOR FULL TERMS AND CONDITIONS Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC Unique Market Reference No. B087524C9N5051 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved SCHEDULE INSURING CLAUSE 1: PROFESSIONAL LIABILITY ALL SECTIONS COMBINED Aggregate limit of liability: USD2,000,000 in the aggregate SECTION A: PRODUCTS AND SERVICES LIABILITY Limit of liability: USD2,000,000 each and every claim, costs and expenses in addition Deductible: USD5,000 each and every claim, including costs and expenses SECTION B: BREACH OF CONTRACT Limit of liability: USD2,000,000 each and every claim, costs and expenses in addition Deductible: USD5,000 each and every claim, including costs and expenses SECTION C: SUB-CONTRACTOR VICARIOUS LIABILITY Limit of liability: USD2,000,000 each and every claim, costs and expenses in addition Deductible: USD5,000 each and every claim, including costs and expenses SECTION D: INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT AND DEFAMATION Limit of liability: USD2,000,000 each and every claim, costs and expenses in addition Deductible: USD5,000 each and every claim, including costs and expenses SECTION E: REGULATORY COSTS AND FINES Limit of liability: USD2,000,000 each and every claim, costs and expenses in addition Deductible: USD5,000 each and every claim, including costs and expenses SECTION F: DISHONESTY OF EMPLOYEES Limit of liability: USD2,000,000 each and every claim, costs and expenses in addition Deductible: USD5,000 each and every claim, including costs and expenses SECTION G: PAYMENT OF WITHHELD FEES Limit of liability: USD2,000,000 each and every claim, costs and expenses in addition Deductible: USD5,000 each and every claim, including costs and expenses Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC Unique Market Reference No. B087524C9N5051 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved INSURING CLAUSE 2: NETWORK SECURITY & PRIVACY LIABILITY ALL SECTIONS COMBINED Aggregate limit of liability: USD2,000,000 in the aggregate SECTION A: NETWORK SECURITY LIABILITY Limit of liability: USD2,000,000 each and every claim, costs and expenses in addition Deductible: USD5,000 each and every claim, including costs and expenses SECTION B: PRIVACY LIABILITY Limit of liability: USD2,000,000 each and every claim, costs and expenses in addition Deductible: USD5,000 each and every claim, including costs and expenses SECTION C: MANAGEMENT LIABILITY Limit of liability: USD2,000,000 each and every claim, costs and expenses in addition Deductible: USD5,000 each and every claim, including costs and expenses SECTION D: REGULATORY INVESTIGATION COSTS Limit of liability: USD2,000,000 each and every claim, costs and expenses in addition Deductible: USD5,000 each and every claim, including costs and expenses SECTION E: PCI FINES, PENALTIES AND ASSESSMENTS Limit of liability: USD2,000,000 each and every claim, costs and expenses in addition Deductible: USD5,000 each and every claim, including costs and expenses INSURING CLAUSE 3: CYBER INCIDENT RESPONSE ALL SECTIONS COMBINED Aggregate limit of liability: USD2,000,000 in the aggregate SECTION A: INCIDENT RESPONSE COSTS Limit of liability: USD2,000,000 each and every claim, costs and expenses in addition Deductible: USD0 each and every claim, including costs and expenses Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC Unique Market Reference No. B087524C9N5051 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved SECTION B: LEGAL AND REGULATORY COSTS Limit of liability: USD2,000,000 each and every claim, costs and expenses in addition Deductible: USD5,000 each and every claim, including costs and expenses SECTION C: IT SECURITY AND FORENSIC COSTS Limit of liability: USD2,000,000 each and every claim, costs and expenses in addition Deductible: USD5,000 each and every claim SECTION D: CRISIS COMMUNICATION COSTS Limit of liability: USD2,000,000 each and every claim, costs and expenses in addition Deductible: USD5,000 each and every claim SECTION E: PRIVACY BREACH MANAGEMENT COSTS Limit of liability: USD2,000,000 each and every claim, costs and expenses in addition Deductible: USD5,000 each and every claim, including costs and expenses SECTION F: THIRD PARTY PRIVACY BREACH MANAGEMENT COSTS Limit of liability: USD2,000,000 each and every claim, costs and expenses in addition Deductible: USD5,000 each and every claim, including costs and expenses SECTION G: POST BREACH REMEDIATION COSTS Limit of liability: USD50,000 each and every claim, costs and expenses in addition Deductible: USD5,000 each and every claim, including costs and expenses INSURING CLAUSE 4: CYBER CRIME SECTION A: ELECTRONIC THEFT OF YOUR FINANCIAL ASSETS NO COVER GIVEN SECTION B: ELECTRONIC THEFT OF THIRD PARTY FUNDS HELD IN ESCROW NO COVER GIVEN SECTION C: THEFT OF PERSONAL FINANCIAL ASSETS NO COVER GIVEN Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC Unique Market Reference No. B087524C9N5051 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved SECTION D: EXTORTION Aggregate limit of liability: USD2,000,000 in the aggregate, costs and expenses in addition Deductible: USD5,000 each and every claim, including costs and expenses SECTION E: TELEPHONE HACKING NO COVER GIVEN SECTION F: PUSH PAYMENT FRAUD NO COVER GIVEN SECTION G: UNAUTHORISED USE OF COMPUTER RESOURCES NO COVER GIVEN INSURING CLAUSE 5: SYSTEM DAMAGE AND BUSINESS INTERRUPTION ALL SECTIONS COMBINED Aggregate limit of liability: USD2,000,000 in the aggregate SECTION A: SYSTEM DAMAGE AND RECTIFICATION COSTS Limit of liability: USD2,000,000 each and every claim, costs and expenses in addition Deductible: USD5,000 each and every claim, including costs and expenses SECTION B: DIRECT LOSS OF PROFITS AND INCREASED COST OF WORKING Limit of liability: USD2,000,000 each and every claim, costs and expenses in addition Deductible: USD5,000 each and every claim, including costs and expenses SECTION C: ADDITIONAL INCREASED COST OF WORKING Limit of liability: USD50,000 each and every claim, costs and expenses in addition Deductible: USD5,000 each and every claim SECTION D: DEPENDENT BUSINESS INTERRUPTION Limit of liability: USD2,000,000 each and every claim, costs and expenses in addition Deductible: USD5,000 each and every claim, including costs and expenses Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC Unique Market Reference No. B087524C9N5051 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved SECTION E: CONSEQUENTIAL REPUTATIONAL HARM Limit of liability: USD2,000,000 each and every claim, costs and expenses in addition Deductible: USD5,000 each and every claim SECTION F: CLAIM PREPARATION COSTS Limit of liability: USD25,000 each and every claim, costs and expenses in addition Deductible: USD0 each and every claim SECTION G: HARDWARE REPLACEMENT COSTS Limit of liability: USD2,000,000 each and every claim, costs and expenses in addition Deductible: USD5,000 each and every claim, including costs and expenses INSURING CLAUSE 6: COMMERCIAL GENERAL LIABILITY NO COVER GIVEN INSURING CLAUSE 7: LOSS MITIGATION Limit of liability: USD2,000,000 each and every claim Deductible: USD5,000 each and every claim INSURING CLAUSE 8: REPUTATION AND BRAND PROTECTION Aggregate limit of liability: USD100,000 in the aggregate Deductible: USD0 each and every claim INSURING CLAUSE 9: COURT ATTENDANCE COSTS Aggregate limit of liability: USD100,000 in the aggregate Deductible: USD0 each and every claim Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC Unique Market Reference No. B087524C9N5051 ©1999-2025 CFC Underwriting Ltd, All Rights Reserved ADDITIONAL INSURED ENDORSEMENT ATTACHING TO POLICY NUMBER: ESN0340196581 THE INSURED:Superc AI Ltd WITH EFFECT FROM:06 Apr 2025 It is understood and agreed that the following amendments are made to this Policy: 1. The following DEFINITION is added: "Additional insured" means City of Sugar Land Texas (Effective From: 13 Apr 2023) Purchasing Office Faxed 281 275-2741 P. O. Box 110 Sugar Land TX 77487-0110 US City of Hampton Hampton City Schools 22 Lincoln Street 1 Franklin Street Hampton, Virginia 23669 US City of Rancho Cucamonga, its officers, officials, employees, and volunteers City of Rancho Cucamonga 10500 CIVIC CENTER DR RANCHO CUCAMONGA, CA 91730 US 2. Where an “Additional insureds” CONDITION exists in this Policy, additional insureds are included as a third party. 3. Where an “Additional insureds” CONDITION does not exist in this Policy, the following CONDITION is added: Additional insureds Additional insureds are indemnified under this Policy as if they were you, but only in respect of sums which they become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim arising solely out of an act, error or omission committed by you or on your behalf, provided that had the claim been made against you, then you would be entitled to indemnity under this Policy. Before we indemnify any additional insured, they must prove to us that the claim arose solely out of an act, error or omission committed by you or on your behalf and fully comply with CONDITION 1 as if they were you. When this CONDITION applies, it will be primary and non- contributory to the additional insured's own insurance but only if Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC Unique Market Reference No. B087524C9N5051 ©1999-2025 CFC Underwriting Ltd, All Rights Reserved you and the additional insured have entered into a contract that contains a provision requiring this. Whilst additional insureds are indemnified under this Policy, any claim made by additional insureds against you will be treated by us as if they were a third party and not as a named insured. 4. The following CONDITION is added: Notice of cancellation to additional insureds If we give you notice of cancellation in accordance with the “Cancellation” CONDITION, we will endeavour to provide the same notice of cancellation to additional insureds; however, not doing so will not place any additional liability upon us. SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY Authorised Signatory CFC Underwriting Ltd Docusign Envelope ID: 6283DF86-03FE-436D-B303-4253807D58AC Certificate Of Completion Envelope Id: 6283DF86-03FE-436D-B303-4253807D58AC Status: Completed Subject: Complete with Docusign: CO 2025-046 PSA - City With Prof Liability Ins_SupercAI_final.pdf Source Envelope: Document Pages: 32 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 0 Elizabeth Thornhill AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) elizabeth.thornhill@cityofrc.us IP Address: 199.201.174.250 Record Tracking Status: Original 4/15/2025 2:08:54 PM Holder: Elizabeth Thornhill elizabeth.thornhill@cityofrc.us Location: DocuSign Signer Events Signature Timestamp Adi Perry adi@bewith.io CEO Superc AI INC Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 46.116.46.160 Sent: 4/15/2025 2:14:12 PM Viewed: 4/16/2025 12:50:06 AM Signed: 4/16/2025 1:48:11 AM Electronic Record and Signature Disclosure: Accepted: 4/16/2025 12:50:06 AM ID: af9a3890-a695-4922-a5f4-ffb38227ffc4 Matt Marquez matt.marquez@cityofrc.us Economic Development Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 199.201.174.250 Sent: 4/15/2025 2:14:12 PM Viewed: 4/21/2025 6:31:33 PM Signed: 4/21/2025 6:32:29 PM Electronic Record and Signature Disclosure: Accepted: 4/21/2025 6:31:33 PM ID: 9de1c287-5ee6-4f69-bd9c-bf51d0f6c5e1 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Elizabeth Thornhill elizabeth.thornhill@cityofrc.us Executive Assistant City of Rancho Cucamonga Security Level: Email, Account Authentication (None) Using IP Address: 199.201.174.250 Sent: 4/15/2025 2:14:13 PM Viewed: 4/15/2025 2:14:32 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/15/2025 2:14:13 PM Certified Delivered Security Checked 4/21/2025 6:31:33 PM Signing Complete Security Checked 4/21/2025 6:32:29 PM Completed Security Checked 4/21/2025 6:32:29 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Cucamonga City Clerk's Office (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 2/22/2022 12:08:29 PM Parties agreed to: Adi Perry, Matt Marquez Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Rancho Cucamonga City Clerk's Office: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: jasmin.oriel@cityofrc.us To advise City of Rancho Cucamonga City Clerk's Office of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at jasmin.oriel@cityofrc.us and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of Rancho Cucamonga City Clerk's Office To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to jasmin.oriel@cityofrc.us and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Rancho Cucamonga City Clerk's Office To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to jasmin.oriel@cityofrc.us and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:  You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and  Until or unless you notify City of Rancho Cucamonga City Clerk's Office as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Rancho Cucamonga City Clerk's Office during the course of your relationship with City of Rancho Cucamonga City Clerk's Office.