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HomeMy WebLinkAboutCO 2026-047 - Placer.aiHI N 010 PLIM MW al U a LN mi th City of Rancho Cucamonga, ("Customer") Placer Labs Inc. ("Placer") Address: 10500 Civic Center Drive Address: 440 N B ai rarica Ave,, # 1277 Rancho Cucamonga, Covina, CA 91723 California 91730 Contact Person Rodney Fraser. Contact Person: matt marquez Billing Contact Person: Jason Tsui Email: matt.marquez@,cityofre.us Billing Email*: billing@,placenai Phone: 909-774-4308 Billing Phone*: 415-228-2444 ext 806 Billing Contact Email: edelberto.#lores@city€rfrc.us *Not for use for official notices. The services provided under this Order Form (the "Services") include: Services Description Services Description Detail Platform Access Section 2 AGS Behavior & Attitudes Section 2 Spatial Personative Section 2 Chains Report Expanded Section 2 Void Analysis Section 2 Events Section 2 Esri Basemups Section 2 Retail Sales Section 2 Visitor Spend Section 2 I Months 1-12: Subscription Fees Total $44,840 -1 Months 13-24:Subscription Fees Total [— Months 25-36: Subscription Fees Total $47,192 All Fees in this Order Donn are shown in LIS Dollar (USD) The sum ofthe components may not be equal to the total shown due to rounding,- the stated total represents the accurate dollar amount. L2, Services Description. Retail Sales Roort Showing retail sales estimates at properties and chains across the US. CON-053215 Placer Confidential Information All rights reseivert. This document contains confidential and/or proprietary irdbrination belonging to Placer Labs Mr. which may not be reproduced or transmitted in any fonrl or by any means without the express written consent of Placer. Docusign Envelope ID: D5OA3171-2046-45A4-9D2D-648EB3BC19D7 Retail Sales Report SLA: • Delivery frequency: Daily • Data starting January 1, 2018 Coverage includes grocery chains, super stores, and full -service restaurants. Additional coverage may be available during the subscription period. Spatial PersonaLive This data set is generated using the input datasets from the data vendor. Events This data set is generated using the input datasets from the data vendor. Chains Report Expanded Chains Report Expanded which displays chain -level demographic and psychographic data. Placer Venue Analytics Platform Access to Placer's location analytics platform (the "Placer Platform"). Access to Placer XTRA reports,subject to Seeping and Additional Usage Limitations in Section 3. AGS Behavior & Attitudes This data set is generated using the input datasets from the data vendor. Visitor Spend Access to the Travel and Tourism In -Market Visitor Spend Advanced Report. Void Analysis Access to the Void Analysis tool. Advanced Market Report Advanced Market Report is an advanced version of the market report in the Placer Platform. Esri Basemaps Esri Basemaps is enabled on the Placer Platform . The Esri Basemaps product is subject to the Additional Terms for the Esri Basemaps Enabled PIatforlm outlined herein. Permitted Uses: Customer may use Placer Data solely for the following purposes ("Permitted Uses"): (a) Customer may use Placer Data for Customer's internal business purposes; and (b) Customer may incorporate Placer Data into Research Data, as described and subject to the restrictions below. "Placer Data" means the data, information and materials accessible via the Services. "Research Data" means datasets and other materials created by Customer that result in any part from Customer's use of Placer Data: 2 CON-D53215 Placer Confidential information All rights reserved. This document contains confidential and/or proprietary information belonging to Placer Labs Inc. which may not be reproduced or transmitted in any form or by any means without the express written consent of Placer. Docusign Envelope ID: D5oA3171-2046-45A4-9D2D-648E63BC19D7 Research Data may contain limited excerpts and discrete portions of Placer Data ("Excerpts") so long as: (i) such Excerpts are only supportive of, and do not independently form a substantial part of, the Research Data; (ii) Research Data does not include full copies or substantial portions of Placer Data; and (iii) any such Research Data is distributed to no more than a limited number of Customer's clients and prospective clients and is not commercially or generally distributed; The Customer may share Research Data with current and potential customers, and in marketing materials; provided that the Custorer shall cite Placer as a provider of such information (for such purpose only, Placer grants Customer the rights to use the Placer.ai name and logo, provided that any such use of the Placer.ai name and logo must clearly indicate that Placer is the provider of data only, and is not involved in any analysis, conclusion, recommendation); and Customer shall not, directly or indirectly, resell, distribute, sublicense, display or otherwise provide Placer Data to any third parties, except that Customer may display Placer Data as part of Research Data. No part of the Placer Data or Research Data may be used: (i) in connection with, or to enable development of machine learning, rules engines, or other similar automated processes; or (ii) to train third -party artificial intelligence ("Al") technologies, models, software, platfonns or tools including, without limitation, ChatGPT, Bard and similar Al technologies. None of the Placer Data, or any part thereof, may be shared externally with any third -party Al technology service providers unless the third -party AI service providers are contractually prohibited from: (i) using the Placer Data to develop or improve the Al technology, (ii) storing any portion of the Placer Data; and (iii) redistributing any portion of the Placer Data to any third party. Scopins! and Additional Usage Limitations: In addition to and not in replacement of any usage limitations in this Order Form and the Agreement, Customer's access to and usage of the Services and Placer Data is further limited as follows: • Customer and its authorized users may not share user credentials, logins or Placer Data with any others. • Customer and its authorized users may not provide access to any third party agents acting on Customer's behalf (including any consultants, contractors, or other agents of Customer) without prior written consent from Placer. Any such approved access may be subject to an additional fee pursuant to a written amendment to this Order Form. • POI Requests: Annual Maximum of 1040 • Xtra Reports: Quarterly Maximum of 65 credits; Annual Maximum of 260. • Customer's intended use of Placer Data: Terra: The Renewal Tenn and any Additional Terns are referred to collectively as the "Term." • Renewal Tenn: The renewal tern of this Order Form will begin as of the last signature date set forth below (the "Effective Date"), and will continue for 36 consecutive months thereafter (the "Renewal Term"). Each subsequent renewal tern, if any, is referred to as "Additional Term," and the Renewal Tenn and any Additional Teens are referred to collectively as the "Terra". • Additional Tenn: This Order Form shall continue on the same terns and conditions set forth herein for additional periods 12 months, if mutually agreed in writing by both parties (email would be sufficient). Termination: • Material Breach: Either party may terminate this Order Form upon thirty (30) days' notice if the other party materially breaches any of the terns or conditions of this Order Fonn or the Agreement (as defined below), and the breach remains uncured during such thirty (30) days. 2 CON-053215 Placer Confidential infonnation All rights reserved. This document contains confidential and/or proprietary in€onnation belonging to Placer Labs Inc. which may not be reproduced or transmitted in any form or by any means without the express written consent of Placer. • Suspension: In addition, Placer may immediately suspend Customer's access to the Services, or terminate the Order Form, in the event of non-payment by the Customer or breach by Customer of any restrictions regarding usage of the Services. • Fees: All Fees are non-refundable and in the event of any termination, Customer will pay in full for the Services. Post -Termination: • Rights and Licenses: Upon any terniffiation or other expiration of this Order Form all rights and licenses granted to Customer to use the Services and Placer Data shall cease. • Placer Data: Within ten (10) days after such tennination or expiration, Customer will permanently delete or destroy all elements of Placer Data under its control; provided however, Customer shall not be required to immediately purge from its hard -copy, electronic or eiriail files Placer Data that Customer accessed or otherwise used in compliance with the ten'ns of this Order Form or the Agreement which are contained in such hard -copy, electronic or email files (the "Post -Termination Inforrnation"), so long as any Post-Terinination Information is (x) solely retained for ordinary corporate systems backup, legal or regulatory purposes, (y) not used, copied, distributed or displayed for internal research or marketing or for any other commercial purposes and (z) ultimately deleted in accordance with Customer's data retention policy. • Research Data: Customer may retain and continue to use and distribute copies of Research Data generated hereunder, provided that any such Research Data containing Excerpts (w) is presented in such a manner that it could not reasonably be decompiled or reverse engineered to extract the underlying Placer Data, (x) is used for Customer's internal, non-commercial business purposes only, (y) is ultimately deleted in accordance with Customer's data retention policy and (z) is otherwise used in accordance with this Order Form and the Agreement. • Certification: Upon request from Placer, Customer shall certify in writing its compliance with this provision. Invoicing and Payment Terms: Placer will invoice Customer as follows for the Annually (Placer will invoice Customer for the entire Annual Initial Tenn starting on the Effective Date: Fee promptly after the Effective Date and then annually thereafter) Customer shall pay all invoices within the 30 followingnumber of daLs of the invoice date: I i • Placer will send all billing via electronic invoice to the Customer billing contact email indicated above via NetSuite, • If Customer believes that Placer has invoiced Customer incorrectly, Customer must contact Placer no later than si xty (60) days after the closing date on the first invoice in which the error or problem appeared in order to receive a n adjustment or credit. Inquiries should be directed to Placer's customer support department at supporv'y,placenai. • Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum pen-nitted by law, whichever is lower, plus all expenses of collection. • Customer is responsible for all applicable taxes arising directly from the Services other than U.S. taxes based on Placer's net income. CON-053215 Placer Confidential Infanination All rights reserved. This document contains confidential and/or proprietary information belonging to Placer Labs Inc. which may � not be reproduced or transmitted in any forin or by any means without the express written consent of Placer. Docusign Envelope ID: D50A3171-2046-45A4-9D2D-648EB3BC19D7 • The Annual Fee for the Initial Tenn has been based on the metric(s) and scoping in this Order Form, Placer reserves the right to increase the Customer's Annual Fee for any Additional Tenn if the metric or scope of use has increased. • Except as specifically provided otherwise in this Order Form, renewal of promotional or one-time priced Fees will be at Placer's applicable subscription pricing in effect at the time of the applicable Additional Tenn. • Customer agrees that if any event occurs that will result in a material increase in Customer's usage of the Services (whether due to a merger or acquisition or otherwise), Customer will notify Placer in writing no later than thirty (30) days following the date of such event and Placer reserves the right to increase the Customer's Annual Fee mid -Term accordingly. If such event consists of Customer's )merger with or acquisition of another customer of Placer, the Annual Fee increase shall be in an amount no less than the pro -rated annual fee of such other customer. • Except as specifically provided otherwise in this Order Form, Annual Fees for any Additional Tenn shall be subject to an increase up to the greater of eight percent (8%) or CPI, unless Placer provides notice of different pricing at least thirty (30) days prior to the applicable Additional Tenn. Any such increase in Annual Fees will only be effective upon commencement of the Additional Tenn. Premier Customer Support • Regular Meetings with Placer's Customer Success Team • Live, Virtual Training support Placer will use commercially reasonable efforts to provide customer service and technical support in connection with the Services on weekdays during the hours of 9:00 A.M. through 5:00 P.M. Pacific Time, with the exclusion of federal holidays. For any such support, Customer shall contact sunnortna,placcr.ai. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Placer includes, without limitation, non-public information regarding features, functionalities and performance of, and pricing for, the Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise pennitted by the Agreement) or disclose to any third party any Proprietary Information. The foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in the possession of or known to the Receiving Party, prior to disclosure thereof by the Disclosing Party, without any restrictions or confidentiality obligations, (c) was rightfully disclosed to it, without any restrictions or confidentiality obligations, by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement and reasonably cooperates with the Disclosing Party to limit or challenge such requirement. These provisions regarding Proprietary Information shall apply in perpetuity and shall survive any termination of the Order Form or the Agreement. S. Miscellaneous. Placer PI Assist. Placer's Pi Assist feature provides Placer customers with AI -enabled search and chat functionality within our platform and is available as part of the Services (the "Feature"). The Feature shall be activated only upon Customer's specific request for activation and after the Parties have mutually agreed on appropriate terns in a written amendment to this Order Form. Once amended, Placer shall activate the Feature at no additional cost, provided it is then generally available to comparable customers without additional fees. 4 CON-053215 Placer Confidential Information All rights reserved. This document contains confidential and/or proprietary information belonging to Placer Labs Inc. which may not be reproduced or transmitted in any form or by any means without the express written consent of Placer. Docusign Envelope ID: D50A3171-2046-45A4-9D2D-648EB3BC19D7 Funding Failure Termination Right. If funds for continued payments under this Agreement by the Customer are at any time unavailable or are insufficient for the Initial Tern or any Additional Tenn, through failure of any entity, including the Customer itself, to appropriate such funds, then the Customer shall, within ten (10) days of such detennination, provide notice to Placer and both Placer and the Customer shall have the right to immediately terminate this Order Form without penalty or further payment by the Customer. Public Records Laws. Placer acknowledges that if Customer is subject to the applicable public records laws and regulations for California state ("Public Records Laws"), that all obligations imposed by this Agreement are subordinate to Customer's obligations under Public Records Laws. Notwithstanding the foregoing, Customer agrees that it will keep Placer's Proprietary Information (including any Placer Data) confidential in accordance with this Order Fonn and the Agreement unless otherwise required by applicable law, including Public Records Law. License Agreement Amendments. For the purposes of this Order Form only, the Agreement is hereby amended as follows: • If applicable law prohibits Customer from indemnifying Placer, then Section 5.b of the Agreement, beginning "Customer shall defend, indemnify and hold Placer harmless...", is hereby deleted in its entirety. • The third to the last sentence of Section 8 of the Agreement is hereby removed in its entirety and replaced with the following: "This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions." Spatial PersonaLive Additional Terms. Customer hereby acknowledges and agrees that use of the Append and Activate features in the Spatial PersonaLive dataset (the "Features"), and any resulting exchange of data between Customer and Spatial Labs Inc. ("Spatial"), the third party services provider providing the Features) is solely between Customer and Spatial and is only subject to Spatial's Privacy Policy (available here: https://www.spatial.ai/legal/privacy) and Terns of Service (available here: https://www.spatial.ai/legal/tenns). Customer agrees that if it does not wish to accept such Terms of Service and Privacy Policy, it will not use the Features. Customer further acknowledges and agrees that (a) that Placer has no obligation to otherwise limit Customer's access to the Features through the Placer Platform; (b) Placer is not responsible for any disclosure, modification, deletion of Customer Data or other processing decisions made by Spatial resulting from Customer's access and use of the Features; and (c) this section shall specifically modify, amend and supersede any contrary terns or conditions in the Agreement or Order Fonn, Additional Terms For the Esri Basemaps Enabled Platform. "Customer hereby acknowledges and agrees that access to and use of the Esri Basemaps features in the Placer Platforn is subject to the supplemental Terms and Conditions included below (the "Supplemental T&Cs"). Customer acknowledges and agrees that the Supplemental T&Cs shall specifically modify, amend and supersede any contrary terms or conditions in this Order Form or the Agreement." "Supplemental T&Cs. 1. Customer hereby disclaims, to the extent pennitted by applicable law, Environmental Systems Research Institute, Inc.'s ("Esri") and its licensors' liability for any damages or loss of any kind, whether direct, special, indirect, incidental, or consequential, arising from the use of the Placer Platform or its components or output therefrom including, but not limited to, liability for use of the Placer Platform or its components or output therefrom in high - risk activities or liability related to any data supplied by Esri. 2. Customer hereby agrees that, at the time of termination of use of the Placer Platform, it shall delete or destroy all elements of data derived from the Placer Platform or its components; provided however, that Customer shall not be required to immediately purge from its hard -copy, electronic or email files any such data which are contained in such files for so long as such data is (i) solely retained for ordinary corporate systems backup, legal or regulatory purposes, 5 CON-053215 Placer Confidential information All rights reserved. This document contains confidential and/or proprietary information belonging to Placer Labs Inc. which may not be reproduced or transmitted in any forn or by any tueans without the express written consent of Placer. Docusign Envelope ID: D50A3171-2046-45A4-9D2D-648EB3BCl9D7 (ii) not used for any commercial purposes or monetized in any manner and (iii) ultimately deleted in accordance with its data retention policy, 3, Customer hereby agrees that it shall comply fully with all relevant export control and trade sanctions laws and regulations of the United States, including, but not limited to, the Export Administration Regulations (EAR), including prohibited end users and end uses as referenced in Part 744 of the EAR and all of its relevant supplements including Supplement No. 4 to Part 44 of the EAR(https://www.bis,doc,gov/index.php/docuiiients/re�,,ulations- docs/2343 -part- 744- control -policy -end -user -and- end -use -based- 2/file and https://www,bis.doc.gov/ijidex.php/docuiiients/regulations-does/2347-744-supl)-4-6/file); International Traffic in Anus Regulations (ITAR); and the United States Department of Treasury, Office of Foreign Assets Control (OFAC) regulations, and it shall ensure that the Placer Platform, Placer Data and/or any component or output therefrom is not exported, reexported, transferred, diverted, used, or accessed, directly or indirectly, in violation of any United States export control and trade sanctions laws and regulations. When applicable, Customer shall provide Placer with information about its export and distribution activities as may be required for Placer and Esri to meet their respective obligations under the United States export control and trade sanctions laws and regulations. 4. Customer hereby agrees that it shall not remove or obscure any patent, copyright, trademark, proprietary rights notices, or legends contained in or affixed to the Placer Platform, any component thereof, any data supplied by Esri, output, metadata file, or online or hard -copy attribution page of any data supplied by Esri with respect to the Placer Platform and/or any component thereof, 5. Customer hereby acknowledges and agrees that Esri and its licensors do not warrant that any data supplied by Esri or its licensors or in the Placer Platforin and/or any component thereof will meet its needs or expectations; that the use of the Placer Platform, any component thereof, any data supplied by Esri or its licensors will be uninterrupted, or that all nonconfortnities can or will be corrected, Esri and its licensors are not inviting reliance on any data supplied by Esri or its licensors in the Placer Platform and/or any component thereof, and Customer should always verify actual data supplied by Esri of- its licensors in the Placer Platform and/or any component thereof, Any warranty offered by Placer for the Placer Platform, any component or output therefrom and/or any data supplied by Esri or its licensors shall only apply between Placer and Customer. Esri and its licensors do not offer any warranties or indemnities to Customer for the Placer Platform, any component thereof and/or any data supplied by Esri. 6, Customer hereby agrees that it shall not store, or cache, for the purposes of redistributing, or sublicensing content or otherwise using the Placer Platform and/or any component or output therefrom in violation of Esri's or a third-party's rights, including intellectual property rights, privacy rights, nondiscrimination laws, export laws, or any other applicable laws or regulations." Notices. All notices under the Order Form and the Agreement will be in writing and will be deemed to have been duly given (a) upon delivery by a recognized delivery service (e.g., FedEx) with delivery continuation, (b) upon receipt, if sent by U:S. certified or registered inail, return receipt requested, or (c) when sent via email, if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. Notices shall be sent to the addresses set forth in the Order Form, which addresses may be subsequently modified by written notice given in accordance with these provisions. Trial Offering. If Placer provides Customer with additional Services or Placer Data during the Tenn and identifies such Services or Placer Data as for evaluation or trial purposes only (a "Trial Offering"), access to the Trial Offering is permitted only during the period designated by Placer (or if not designated, 30 days from receipt of access) ("Trial Subscription Term"), -unless the Trial Offering is earlier terminated as provided below. During the Trial Subscription Tenn, Customer may only use the Trial Offering for internal evaluation purposes and may not otherwise use or distribute the Trial Offering for any other purposes. Notwithstanding any provision included in this Order Form or the Agreement to the contrary, in respect of the Trial Offering Customer acknowledges and agrees that. (i) either party may terminate the Trial Subscription Tenn immediately and without liability upon written notice to the other party; (ii) any Trial Offering is provided "as is"; (iii) Placer provides no warranty, service levels or indemnity for any Trial Offering and (iv) Placer's liability related to any Trial Offering will not exceed USD $100. Notwithstanding the foregoing, the Services and Placer Data provided in this Order Form is not considered a Trial Offering, 6 CON-053215 Placer Confidential Information All rights reserved. This document contains confidential and/or proprietary information belongin.- to Placer Labs Inc. which may not be reproduced or transmitted in any form or by any means without the express written consent of Placei% Promotional Use. Customer grants Placer the right to use Customer's company name and company logo, for Placer's promotional purposes. 9. Authorization. This Order Form is entered into by and between Customer and Placer effective as of the Effective Date. This Order Form and use of the Services are governed by, and Customer and Placer agree to, the License Agreement located at hqp,,,,.-�/AN,v�v. (the "Agreement"); provided, however, that in the event of any conflict between this Order Forth and the Agreement, this Order Morin shall control. Unless otherwise defined in this Order Form, capitalized terms herein have the same meaning as in the Agreement. DocuSigned by: -/. Signature: Name: L. Dennis Michael SSigned by- Signature:EEdd4jo Narne: Vernell Wsdoni Date: 4/17/2026 11:42 PM PDT CON-053215 PlaccT Confiduntial Information All rights reserved. This document contains confidential andlor proprietary infonnation belonging to Placer Labs Inc. which may not be reproduced or transmitted in any torn or by any means without the express written consent of Placer, Electronic Record and Signature Disclosure Certificate Of Completion Envelope Id: D50A3171-2046-45A4-9D2D-648EB3BC19D7 Status: Completed Subject: Complete with Docusign: Attachment 1 - Placer Labs Inc.pdf Source Envelope: Document Pages: 8 Signatures: 2 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 4/16/2026 4:58:53 PM Holder: Elizabeth Thornhill elizabeth.thornhill@cityofrc.us Location: DocuSign Signer Events Signature Timestamp Vernell Wisdom PlacerSignature@placer.ai Head of Contract Management Placer Labs Inc. Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 2607:fb90:390b:80da:b0b2:a026:f93d:4d8d Sent: 4/16/2026 5:06:31 PM Viewed: 4/17/2026 8:52:22 AM Signed: 4/17/2026 1:42:52 PM Electronic Record and Signature Disclosure: Accepted: 4/17/2026 8:52:22 AM ID: 15d10a19-9c7d-4d48-b0bf-82887fe96ba5 L. Dennis Michael dennis.michael@cityofrc.us Mayor/President City of Rancho Cucamonga Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 98.148.86.22 Signed using mobile Sent: 4/17/2026 1:42:53 PM Viewed: 4/17/2026 4:35:53 PM Signed: 4/17/2026 4:36:04 PM Electronic Record and Signature Disclosure: Not Offered via Docusign 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 City Clerk's Office Review ClerkContracts@cityofrc.us City Clerk City of Rancho Cucamonga Security Level: Email, Account Authentication (None) Using IP Address: 199.201.174.250 Sent: 4/17/2026 4:36:04 PM Viewed: 4/22/2026 7:48:30 AM 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 4/16/2026 5:06:31 PM Certified Delivered Security Checked 4/22/2026 7:48:30 AM Signing Complete Security Checked 4/17/2026 4:36:04 PM Completed Security Checked 4/22/2026 7:48:30 AM 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. 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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. 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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: Vernell Wisdom, Vernell Wisdom 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. 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