Contract - Spring ML - 2020-02-27
Statement of Work No. 1
This Statement of Work No.1 (“SOW”)is entered into as of this ___day of February 2020,
between SpringML Inc.,(“SpringML”)and Costa Mesa Sanitary District (“Customer”),pursuant to
a Professional Services Agreement (“Agreement”)between Customer and SpringML dated
February ___,2020.SpringML agrees to provide to Customer the services set forth in this
Statement of Work,in accordance with the terms of this SOW and the Agreement,for the fees set
forth in this SOW.Work is estimated to begin ten (10)days from the last date entered in the
Customer Authorization below.
Scope
This SOW constitutes the entire understanding between the parties with respect to the subject
matter hereof.This SOW,the billing rates and information provided herein shall be valid for ten
(10)days from the date of submittal of this SOW to Customer for execution.In the event that
execution of this document is not completed within this time frame,an updated SOW including
any change in price and scope will need to be created.
The estimates included in this contract represent SpringML’s reasonable estimate of cost and
expense based on SpringML’s knowledge of similar projects and the understanding of the scope
and Customer’s system environment as represented to SpringML.Third party systems,
unidentified data sources,Customer-specific configurations,and other unknown circumstances
may cause actual cost and effort to vary from the original estimates of the fees and timing
outlined in this SOW.In the event the actual scope of the project is modified due to one of the
above or other causes,SpringML will follow the Change Order process identified below to
address the change in project scope.
Project Managers
Customer:Name: Scott Carroll
Title: General Manager, Costa Mesa Sanitary District
Email: scarroll@cmsdca.gov
Phone: (949) 645-8400
SpringML Name: Girish Reddy
Title: Chief Technical Officer
Email: girish@springml.com
Phone: (408) 833-5439
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27
27th
Business Problem
Customer is looking to apply Machine Learning (“ML”)to assist with maintaining the city's
infrastructure and assets,beginning with sewer manhole covers.Currently,asset maintenance is
done manually and infrequently.The Customer is looking to utilize ML and Artificial Intelligence
(“AI”) to identify maintenance related issues.
Project objectives
The objective of the project is to demonstrate the ability to detect and rate sewer holes in video or
imagery using a ML model.
The proof of concept will support the following functions:
1.Analyse the data (images, video, geo coordinates) provided by the Customer;
2.Build a ML model to detect sewer holes with geo coordinates; and
3.Create an Implementation approach and solution architecture.
Customer POC Requirements:
Functional Requirements
1. Automate approach to detect and rate sewer holes using video footage and images
2. Develop a UI to plot the identified sewer holes based on geo coordinates
Technical Requirements
1. Analyse the images provided. Label the images for training.
2. Design and build a prototype model that identifies the sewer holes.
3. Simple UI to view the identified sewer holes.
SpringML Activities
Scope of the Project:
●Enable the appropriate Google Cloud (“GCP”) resources required for the proof of
concept;
●Load images provided in Google Cloud Storage;
●Design, Build and Train the machine learning model to detect sewer holes;
●Demonstrate the results of the proof of concept (“POC”).
Status Meetings
Conduct regular status meetings with key stakeholders to assess progress against timelines and
identify key risks and issues to be addressed.
Architecture Design Review and Advice
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Conduct detailed,use-case specific reviews of architecture designs and advise on GCP best
practices.
Technical Subject Matter Expertise
Contractor will provide access to technical subject matter experts to support resolution of GCP
implementation challenges.
End-of-Engagement Review
Run an end-of-program review to document successes and improvements for future GCP
projects.
Solution Architecture
Below is an initial high level architecture of the proof of concept (POC)pipeline.During the project
kickoff,the team will refine the architecture and agree on the Google Cloud services that will be
built out to support the pipeline.
Deliverables
Services Deliverables
SpringML will provide the following services:
●Setup of Google Cloud Project
●Design and build of the ML model
●Build a simple UI to display detected
sewer manholes on a map
The deliverables for this project are:
●ML Model that identifies the sewer
holes. Model will also classify the
sewer holes by up to 3 categories
(good, bad, and unknown).
●A consumption estimate for the MVP
on GCP;
●Production Architecture Design
documentation;
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●A web-based simple UI showing
detected manholes on a Google Map;
●Code Deliverable into the Customer's
repository; and
●Documentation and training on the
techniques used in this proof of
concept
Success Criteria for the Project
The project will be considered successful if:
Functional Requirements Functional Success Criteria
1. Automate approach to detect sewer
holes using video footage and images
Detailed project charter on solution architecture
and implementation roadmap
Technical Requirements Technical Success Criteria
1. Working prototype ML model that
identifies the sewer holes
Walkthrough the proof concept with captured
images
Roles and Responsibilities
The project will require the coordination of resources across both organizations. The table below
defines the estimated required resource commitment from Customer. The Customer team’s
actual time allocation may vary based on project needs.
Customer Team
Resource Accountabilities Time Required
Project Sponsor ●Champions project and
validates decision
●Provides resources to
support project
4-8 hours per month during
project
Project Manager ●Coordinates overall project
deliverables
●Serve as the interface
between SpringML and
Customer
●Documents use case
requirements
●Obtain and provide
information, data,
decisions, and approvals
●Help resolve project
issues and escalations
within Customer
6 to 12 hours per week
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●Facilitate relevant
meetings
●Review and approve all
plans, documentation,
deliverables and
milestones
●Coordinate Customer
technical activities
IT and System Admin ●Coordinate on-site access,
if required
●Participate in daily scrums
and meetings with
SpringML as required
●Assist with data capture
requirements and API
integration if required
4 to 8 hours per week
Subject Matter Expert ●Subject matter experts for
Customer requirements
regarding sewer manholes
●Reviews results of ML
models and provides
feedback for improvement
4 to 8 hours per week
SpringML Team
Resource Accountabilities
Project Manager ●Create Project plan based on Customer
requirements
●Outline Change management and
automation strategy as part of the
transformation enabled via ML
●Manage all work efforts and project plan
●Lead design and architecture sessions
●Technical lead and architect for the
solution
●Coordinate the review and feedback of
defined Customer Deliverables
Data Engineer/Data Scientist ●Lead the development of the solution
●Complete the tasks necessary to support
the creation of the agreed upon
Deliverables;
●Provide best practices on data engineering
Data Engineer ●Develops ETL Pipelines
●Migration of data to GCP
●Data Schema setup and user defined
function in BigQuery
Assumptions
●SpringML team will use videos and/or images provided by Customer.
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●SpringML will advise the customer in selecting video recording equipment required for the
proof of concept.
●Customer will procure video recording equipment and mount on a vehicle to capture
footage required for training a ML model.
●Customer will provide technical personnel to support system administration and database
administration for this project.
●Customer will provide business Subject Matter Experts,knowledgeable regarding existing
systems to aid in design and development,and knowledgeable of the source systems to
support SpringML’s data integration activities,if any.These personnel will be available
without undue delay to clarify the business requirements,for sign-off of design
documents and for validation of design,development and/or testing reconciliation results
as needed.
●Should Customer require SpringML to be on-site in Customer’s offices,Customer will
provide adequate facilities,equipment,and tools such as workspace,network access,
offices,photocopiers,and voice and Customer electronic email for all team members and
consultants, to the extent commercially reasonable.
●Subject to its policies and procedures for access and information security provided to
SpringML in writing in advance,Customer will provide ongoing access to the
source/legacy and target systems required for this effort.
●Customer will provide reasonably quick and expeditious resolution for business questions
or issues arising from the data integration and solution design efforts.
●Customer will provide detailed and complete data management rules and/or business
specifications for the project in the form of a comprehensive solution design document.
SpringML will be available to assist with this effort, as required.
●Customer is responsible for User Acceptance Testing.This involves both the creation of
test scenarios and the actual testing.
●Customer will ensure data quality and perform any data cleansing and validation.
SpringML will not be responsible for any delays due to Customer’s inability to provide any of
the aforementioned.
Project Term and Staffing
SpringML shall provide a Project Manager,Data Scientist and Data Engineer for the duration of
the project to complete the work on a timely basis.It is anticipated that the project work will be
completed remotely.If SpringML consultants must travel to a work location from another city,the
SpringML consultant will work on location for a maximum of four (4)days (Monday through
Thursday or Tuesday through Friday) per week.
Project Fees and Expenses
SpringML’s Service fees shall be billed on a fixed fee basis at the rate set forth below,and taxes
as applicable.In the event that the scope of work or estimate below requires modification,
SpringML will follow the Changes Order process detailed below.
In cases where non-local resources are utilized,and SpringML presence is required on-site at
Customer offices,SpringML will work with Customer to ensure the lowest possible travel costs.
Travel expenses will be billed at actual and include,but not limited to:air travel,lodging,ground
transportation (including mileage at the current Federal government rate available at
www.gas.gov/mileage),and per diem amounts for meals and incidentals.Receipts for meals and
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incidentals will not be collected or available from resources from the daily per diem amounts as
supported by the published IRS per diem guidelines.
Receipt copies are not required in addition to detailed expense lines presented on invoices.
Pricing
Resource Est. Hours Fixed Fee Price
Technical Project Manager 60 Fixed
Data Engineer & Data Scientist 220 Fixed
Services Cost $25,000
Travel $6,000
Total Project Cost $31,000
Service fees will be due and invoiced as follows:fifty percent (50%)upon SOW execution,with
the balance due upon project completion. Payment terms in the Agreement shall apply.
Estimated Google Cloud Platform Usage
During the POC,SpringML will leverage products and services within a GCP project.SpringML
will work with the Customer to establish a GCP account and subscription to cover the GCP usage
during the POC.The cost below represents the estimated expense required from Customer to
complete the project.
Resource Estimated Cost
GCP Usage $1,000
Timeline
The estimated timeline for this project is 6-8 weeks.
Task Est. Duration
Kickoff, Requirements Definition, Data Access 1-2 weeks
GCP Project Setup 1 week
Model Development 4 weeks
Documentation for Solution Architecture and
Business Process
1 week
Project Read Out 1-2 days
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Change Order Management
Potential changes in scope that may arise during the course of the project will require the
execution of a formal Change Order,as scope changes may result in additional professional
services fees.The SpringML project manager or consultant will advise the Customer of the
estimate if a change will apply.
Estimates of effort and cost associated with a scope change request will remain valid for a period
of five (5)business days from the date of submission.If Customer does not approve the Change
Order within five (5)business days,and SpringML has not extended the period of validity in
writing,the change estimate will automatically expire.Upon receipt of written approval,the
SpringML team will begin work on the requested change according to the agreed-upon schedule.
SpringML will not proceed with work to implement changes to scope,as defined in this
SOW, without explicit, written consent from Customer.
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Customer Authorization
The Agreement and this SOW constitute the entire agreement between the parties with respect to
the subject matter hereof,and there are no representations,understandings or agreements that
are not fully expressed therein.
IN WITNESS WHEREOF,the parties have executed this Statement of Work,via their duly
authorized representatives as of the date listed below.
SpringML Inc.
Signature: ___________________________
Name: _____________________________
Title: ______________________________
Date: ______________________________
Costa Mesa Sanitary District
Signature: __________________________
Name: _____________________________
Title: _______________________________
Date: ______________________________
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2/27/2020 | 8:25 AM PST
President
Prabhu Palanisamy
General Manager
2/27/2020 | 8:39 AM PST
Scott Carroll
Exhibit A
SpringML Professional Services Travel Expense Guidelines. SpringML Professional Services makes every effort to
staff projects with local resources in order to minimize expenses. In cases where non-local resources will be utilized,
SpringML will work with Customer to ensure the lowest possible travel costs. The following is a summary of our
guidelines for consultant travel expenses:
Air Travel:
●Domestic and International air travel: Coach fare only.
●When possible, SpringML consultants will purchase tickets 14 to 21+ days in advance to take advantage of
offered discounts.
●It is SpringML policy to fly or transport consultants home each week.
US Lodging:
●Up to $175/night including taxes unless higher rates are pre-approved by Customer.
●Up to $250/night including taxes in Boston, San Francisco Bay Area, Washington DC, and New York City Metro
area unless higher rates are pre-approved by Customer.
●Travelers are encouraged to ask the parties they are visiting about contracted hotel rates in which they may be
able to participate.
●Travelers are encouraged to ask the parties they are visiting about corporate apartments for engagements with
extended time frames.
Ground Transportation:
●The cost of mid-size car rental may be expensed.
●SpringML insures the vehicles its employees rent while on company business. Therefore, collision or personal
liability insurance at the time of the care rental is not needed and will not be reimbursed.
●Gas for rental cars may be expensed. Every attempt will be made to fill the gas tank to capacity prior to rental
return to avoid additional fueling charges, but cannot be guaranteed.
●Mass transit: taxi, subway, bus, train, etc. fare may be expensed, including to/from airport
●Parking and tolls: Tolls and parking, including long-term parking at the airport may be expensed.
Personal Car:
●If travel considerations make it necessary to use a personal car to travel to/from the Customer site, the
consultant will be reimbursed at the rate of .575 cents per mile for 2020, including mileage to/from airport.
Per Diem:
●Meals and incidental expenses (tips for hotel housekeeping staff, valet, and mileage between the resources’
hotel and restaurant) are reimbursed at a flat amount of $51/day in most areas or $71/day in more expensive
locals (such as Boston, Southern California, San Francisco Bay Area, Washington DC, and New York City
Metro area; see IRS Publication 1542) unless a higher amount has been pre-approved by Customer.
Other:
●Office supplies and other expenses required for doing business at the customer site are reimbursable.
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PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”)is
entered into between SpringML Inc.a Delaware
corporation (“SpringML”)and Costa Mesa Sanitary
District,a California Independent Special District
(“Customer”)and its subsidiaries and affiliates,as of the
last date signed below.
Now,therefore,in consideration of the mutual
agreements and covenants hereinafter set forth and
intending to be legally bound,the parties hereby agree as
follows:
1.Services to be Performed.SpringML shall provide
consulting services in connection with Customer’s use of
SpringML software and/or other related software services
as set forth in the statements of work,which reference this
Agreement and are executed by the parties from time to
time (the “Services”),a sample of which is attached hereto
as Exhibit A (“Statement of Work”).
2.Satisfaction with Performance.If at any time
Customer is dissatisfied with the performance of an
individual working on a Customer project,Customer may
report its dissatisfaction to SpringML in writing and may ask
SpringML to replace the individual.SpringML will use
commercially reasonable efforts to replace the individual
with a similarly qualified individual.
3.Warranty.SpringML warrants that its services
shall be provided in a professional manner.SpringML will
re-perform any warrantable Services or deliverables of
which SpringML is notified within thirty (30)days after the
delivery of such Services.Re-performance of the Services
will be the Customer’s sole remedy and SpringML’s sole
and exclusive liability for any breach of this warranty.
4.Compensation of SpringML.Each Statement of
Work shall contain the charges for SpringML’s services.In
the event charges are not specified,the services shall be
provided by SpringML on a time and materials basis at the
prices set forth in the then current SpringML price list.
Customer shall reimburse SpringML for the reasonable
travel and living expenses incurred by SpringML in
performing its services.Customer shall also be responsible
for the payment of all duties and taxes (excluding taxes
based on SpringML’s net income)levied or based on the
terms of the performance of this agreement,including,
without limitation,sales,use and excise taxes.Payment for
services rendered and expenses incurred pursuant to a
Statement of Work shall be due thirty (30)days after receipt
of an invoice from SpringML.Customer shall pay a late
charge equal to the lesser of one percent (1%)per month
or the maximum amount permitted by law for all invoices
over thirty (30)days past due.Canceling or rescheduling of
the services must be done in writing.SpringML shall
charge Customer a one thousand five hundred ($1,500)
cancellation/rescheduling fee per consultant if the services
are canceled or rescheduled less than three (3)business
days prior to the scheduled visit.To cancel an engagement
which is in progress,Customer must give SpringML at least
two (2)weeks written notice of cancellation and SpringML
shall have the right to collect service fees for the services
performed during such two (2)week period prior to the
cancellation date.SpringML may suspend the provision of
Services during any period when Customer has failed to
timely pay SpringML any amount owing hereunder.In any
collection actions relating to this Agreement.SpringML shall
be entitled to recover its costs of collection,including
attorneys’ fees.
5.Term.This Agreement shall remain in force until
terminated in writing by either party with or without cause.
Customer shall be responsible for payment to SpringML for
all Services rendered and expenses incurred pursuant to a
Statement of Work prior to the effective date of any such
termination.Sections 3 through 9 shall survive any
termination of this Agreement.
6.Confidential Information.For purposes of this
Agreement,the term “Recipient”shall mean the Customer
with respect to Confidential Information (as defined below)
supplied hereunder by SpringML and SpringML with
respect to Confidential Information supplied hereunder by
Customer.“Confidential Information”means any
information,technical data or know-how,including,without
limitation,that which relates to computer software programs
or documentation,specifications,source code,object code,
research,inventions,processes,designs,drawings,
engineering,products,services,customers,markets,or
finances of the disclosing party which is identified as
confidential at the time of disclosure.Confidential
Information,to the extent practical,shall be disclosed in
documentary or tangible form marked “Confidential”.In the
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case of disclosures in non-documentary form made orally
or by visual inspection,the disclosing party shall have the
right,or if requested by Recipient,the obligation,to confirm
in writing within sixty (60)days after the disclosure is made,
the fact that such information is confidential and protected
hereunder.The parties hereby agree that:(i)Recipient
shall instruct and require all of its employees,agents,and
contractors who have access to the Confidential
Information of the disclosing party to maintain the
confidentiality of the Confidential Information;(ii)Recipient
shall exercise at least the same degree of care,but not less
than reasonable care,to safeguard the confidentiality of the
Confidential Information as Recipient would exercise to
safeguard the confidentiality of Recipient’s own confidential
property;and (iii)Recipient shall not disclose the
Confidential Information,or any part or parts thereof,to any
of its employees,agents,or contractors except on a “need
to know”basis.Recipient agrees to undertake whatever
action is reasonably necessary to remedy any such breach
of Recipient’s confidentiality obligation set forth herein or
any other unauthorized disclosure of the Confidential
Information by Recipient,its employees,its agents,or
contractors.The confidentiality provisions of this Section
shall not apply to any information which (i)Recipient can
demonstrate was in possession before receipt,(ii)is or
subsequently becomes publicly available without
Recipient’s breach of any obligation owed the disclosing
party,(iii)is disclosed to Recipient without restriction on
disclosure by a third party who had the right to disclose
such information or (iv)Recipient can demonstrate was
independently developed without reliance on any
Confidential Information.
7.Ownership.
7.1 SpringML shall own and have all rights and title
and interest in and to all of SpringML’s information,data
and materials and all pre-existing intellectual property of
SpringML (“SpringML IP”).
7.2 Customer shall own and have all rights and title
and interest in and to all of Customer information,data and
materials,all pre-existing intellectual property of Customer
as well as all intellectual property developed by SpringML in
connection with its performance of Services hereunder
(“Customer IP”)to the extent it does not contain any
SpringML IP.
7.3 The parties acknowledge that the material
delivered by SpringML hereunder may contain pre-existing
material developed by SpringML under similar terms and
conditions for others,and SpringML shall retain all right,
title,and interest in such pre-existing material.Upon full
payment for the applicable Services,SpringML does,
however,grant Customer an irrevocable,non-exclusive,
worldwide,royalty-free license to use,copy and authorize
others to use such pre-existing material (other than
commercially available SpringML products and SpringML
training materials)and SpringML IP in connection with the
project for which such material was delivered.
7.4 Nothing contained in this Agreement shall restrain
SpringML or its personnel in the use of the techniques or
skills of computer operation,system design and
programming acquired in the performance of services
hereunder.
8.Indemnification.
8.1 SpringML shall indemnify,defend and hold
harmless Customer from any third-party claims for loss,
cost,damage,expense or liability by reason of bodily injury
(including death)or damage to tangible property arising out
of,as a result of,or in connection with,SpringML’s gross
negligence or willful misconduct in the performance of
Services under this Agreement.
8.2 SpringML shall indemnify,defend and hold
Customer harmless from any third-party claim alleging that
the Services performed under this Agreement infringe any
third-party rights in copyright or issued patent or the trade
secret rights of any third party in the United States.
8.3 All of the foregoing indemnifications set forth in
this Section 8 are subject to and provided that:(i)SpringML
is given prompt written notice of any such claim;(ii)
SpringML has the right to control and direct the defense of
such claim and (iii)Customer shall fully cooperate with
SpringML in such defense.SpringML shall have no liability
for and shall not indemnify Customer for work developed in
accordance with Customer’s specific design instructions.
8.4 THE FOREGOING STATES THE ENTIRE
LIABILITY AND OBLIGATIONS OF SPRINGML,AND
CUSTOMER’S SOLE AND EXCLUSIVE REMEDY,WITH
RESPECT TO ANY INFRINGEMENT OR CLAIMS OF
INFRINGEMENT BY THE SOFTWARE,OR ANY PART
THEREOF,OF ANY PATENT,COPYRIGHT,TRADE
SECRET OR OTHER PROPRIETARY RIGHT.
9.LIMITATION OF LIABILITY.EXCEPT FOR ANY
BREACH OF SECTION 6 (CONFIDENTIAL
INFORMATION)OR SECTION 7 (OWNERSHIP)THE
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LIABILITY OF EITHER PARTY ARISING FROM THE
PROVISION OF SERVICES HEREUNDER,HOWEVER
CAUSED,AND ON ANY THEORY OF LIABILITY,
INCLUDING CONTRACT,STRICT LIABILITY,
NEGLIGENCE OR OTHER TORT,SHALL BE LIMITED TO
DIRECT DAMAGES NOT TO EXCEED THE AMOUNT OF
THE RELATED SERVICES FEES.EXCEPT FOR ANY
BREACH OF SECTION 6 (CONFIDENTIAL
INFORMATION)OR SECTION 7 (OWNERSHIP),IN NO
EVENT WILL EITHER PARTY BE LIABLE FOR ANY
INDIRECT,INCIDENTAL,SPECIAL OR
CONSEQUENTIAL DAMAGES,INCLUDING DAMAGES
FOR LOSS OF PROFITS,REVENUE,DATA OR DATA
USE,EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.THESE LIMITATIONS WILL APPLY
NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL
PURPOSE OF ANY REMEDY.
10.Relationship of the Parties.SpringML is engaged
by Customer only for the purpose and to the extent set forth
in this Agreement,and its relation to Customer shall be that
of an independent contractor.SpringML’s personnel are
not,and shall not be considered employees or agents of
Customer for any purpose whatsoever.SpringML shall be
responsible for payment of all employment taxes,fees and
claims,including workers’compensation and other liabilities
related to SpringML’s business operations.
11.Placement Fee.If an opportunity arises in which a
hiring party wants to employ a non-hiring party employee,
the hiring party agrees to reimburse the non-hiring party
thirty (30%)percent of the particular employee’s base
salary to compensate non-hiring party for the investment in
training and other benefits provided to the particular
employee.
12.Insurance.SpringML shall obtain and/or maintain
during the term of this Agreement commercial general
liability insurance with minimum coverage of One Million
Dollars ($1,000,000)combined single limit per occurrence
for bodily injury and/or tangible property damage.In
addition,SpringML shall maintain employer’s liability
insurance in a minimum amount of One Million Dollars
($1,000,000),as well as worker’s compensation insurance
in an amount satisfying applicable laws.Upon request,
SpringML shall provide Customer with proof of the
acquisition of all of the insurance coverages required
hereunder in the form of one or more Certificates of
Insurance.
13.Notice.Any notice required or permitted under the
terms of this Agreement or required by law must be in
writing and must be:(a)delivered in person,(b)sent by first
class registered mail,or airmail,as appropriate,or (c)sent
by overnight air courier,in each case properly posted and
fully prepaid to the appropriate address set forth below.
Either party may change its address for notice by notice to
the other party given in accordance with this Section.
Notices will be considered to have been given at the time of
actual delivery in person,three (3)business days after
deposit in the mail as set forth above,or actual receipt if
sent using an overnight air courier for delivery service.
14.Force Majeure.Neither party will incur any liability
to the other party on account of any loss or damage
resulting from any delay or failure to perform all or any part
of this Agreement to the extent such delay or failure is
caused by events,occurrences,or causes beyond the
control and without negligence of the parties.Such events,
occurrences,or causes will include,without limitation,acts
of God,strikes,lockouts,riots,acts of war,earthquake,fire
and explosions,but the inability to meet financial
obligations is expressly excluded.
15.Waiver.Any waiver of the provisions of this
Agreement or of a party’s rights or remedies under this
Agreement must be in writing to be effective.Failure,
neglect,or delay by a party to enforce the provisions of this
Agreement or its rights or remedies at any time,will not be
construed and will not be deemed to be a waiver of such
party’s rights under this Agreement and will not in any way
affect the validity of the whole or any part of this Agreement
or prejudice such party’s right to take subsequent action.
No exercise or enforcement by either party of any right or
remedy under this Agreement will preclude the enforcement
by such party of any other right or remedy under this
Agreement or that such party is entitled by law to enforce.
16.Publicity.The parties acknowledge that they may
desire to use the other party’s name and logos in press
releases,product brochures,sales materials and
presentations,sales and marketing media and financial
reports indicating that Customer is a Customer of SpringML
or SpringML is a vendor for Customer,and both parties
agree that their names and logos may be used for the
above referenced purpose only.
17.General.This Agreement may not be amended
except by a writing signed by an authorized representative
of each of the parties.All terms and conditions of this
Agreement shall be binding upon and inure to the benefit of
the parties hereto and their successors and assigns,except
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that neither party may assign or otherwise transfer,by
operation of law or otherwise,any of its rights under this
Agreement without the other party’s prior written consent,
which shall not be unreasonably withheld.This agreement
shall be governed by Delaware law,without regard to
conflict of law provisions.This Agreement constitutes the
entire agreement between the parties with respect to the
subject matter hereof and supersedes any prior or
contemporaneous understandings between the parties.
This Agreement may be executed in one or more
counterparts,each of which when executed shall be
deemed to be an original,but all of which taken together
shall constitute one and the same agreement.
SpringML Inc. Professional Services Agreement – 03/30/2018 (Proprietary & Confidential)
DocuSign Envelope ID: 0AA4353B-9258-4F22-A44F-A436E46CFB39
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their duly authorized representatives.
SpringML Inc.
6200 Stoneridge Mall Road,
Suite 300
Pleasanton, CA 94588
Attn: Legal Department
Signature: __________________________
Name: _____________________________
Title: ______________________________
Date: ______________________________
Costa Mesa Sanitary District
290 Paularino Avenue
Costa Mesa, CA 92626
Attn: Legal Department
Signature: __________________________
Name: _____________________________
Title: ______________________________
Date: ______________________________
SpringML Inc. Professional Services Agreement – 03/30/2018 (Proprietary & Confidential)
APPROVED AS TO FORM
Harper & Burns LLP
_____________________________
District Counsel
DocuSign Envelope ID: 0AA4353B-9258-4F22-A44F-A436E46CFB39
President
Prabhu Palanisamy
2/27/2020 | 8:25 AM PST
Scott Carroll
2/27/2020 | 8:39 AM PST
General Manager
EXHIBIT A - STATEMENT OF WORK - # __
This Statement of Work is entered into as of this ___day of ___________,20__,between SpringML,Inc.(“SpringML”)
and _______________(“Customer”)and is governed by and pursuant to the Professional Services Agreement between
Customer and SpringML dated ____________(the “Agreement”).SpringML agrees to provide to Customer the services
set forth in this Statement of Work,in accordance with the terms of this Statement of Work and the Agreement for the
fees set forth in this Statement of Work.
Project Coordinators:
Customer: _________________________________________
SpringML: ________________________________________
Description of Services to be performed by SpringML: _________________________________________
_______________________________________________________________________________________________
_______________________________________________________________________________________________
_______________________________________________________________________________________________
_______________________________________________________________________________________________
_______________________________________________________________________________________________
_______________________________________________________________________________________________
_______________________________________________________________________________________________
_______________________________________________________________________________________________
_______________________________________________________________________________________________
Customer responsibilities: _______________________________________________________________
_______________________________________________________________________________________________
_______________________________________________________________________________________________
_______________________________________________________________________________________________
Total Cost and Billing Schedule:
_______________________________________________________________________________________________
_______________________________________________________________________________________________
_______________________________________________________________________________________________
SpringML, Inc.:CUSTOMER:
Signature: ___________________________________Signature: ___________________________________
Name: ______________________________________Name: ______________________________________
Title: _______________________________________Title: _______________________________________
Date: _______________________________________Date: _______________________________________
SpringML Inc. Professional Services Agreement – 03/30/2018 (Proprietary & Confidential)
DocuSign Envelope ID: 0AA4353B-9258-4F22-A44F-A436E46CFB39