HomeMy WebLinkAboutHeartReady (2) v
SERVICES AGREEMENT
This Services Agreement(this "Agreement") is made and entered into as of September 2"tlZ 2013(the"Effective Date") by
and between The Town of Los Altos,26379 Fremont Rd Los Altos Hills, CA 94022 and Heaniteady, located at The
Singletary Mansion, 1565 The Alameda-Suite 200, San Jose,CA 95126 ("Contractor"or"HeartReady").
Company desires to retain Contractor as an independent contractor to perform certain services for Company,and Contractor
is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
I. SERVICES AND COMPENSATION
(a) Contractor shall perform for Company the services described in Exhibit A attached hereto(the"Services")as set forth
in Statement of Work("Statement of Work").
(b) Company shall pay Contractor the compensation set forth in Exhibit A for the performance of the Services as the entire
compensation for the Services to Company. Invoices shall be paid Net Thirty (30) days of receipt of an invoice from
Contractor. Invoices should be submitted on or near the completion of milestones or monthly.
(c) Contractor's services are to be provided on a non-exclusive basis, and Contractor shall diligently perform all of the
duties and to devote the time, skill, energy and ability to the performance of all the Services and the fulfillment of all duties
as required under this Agreement.The list of duties is set forth in Exhibit A.
(d) Unless otherwise stated in writing in a Statement of Work, the payment amounts or rates given in Statement of'Work
are Contractor's total payments,and Contractor is responsible for expenses it incurs in providing the Services. If Contractor
is being reimbursed for expenses, Contractor shall keep written records or accounts of his expenses, and of the days during
which the Services were rendered as required hereunder, in the form satisfactory to Company and to submit those records
and accounts to Company promptly following the end of each month. Company shall reimburse Contractor for all
reasonable expenses incurred by Contractor according to the terms specified in Exhibit A. Reimbursement is to be made by
Company to Contractor not later than sixty(60)days following receipt by Company of the written reports and accounts as
provided above.
(e) This is a non-exclusive agreement meaning Company may at its discretion use as many external suppliers as it believes
necessary or appropriate in its sole discretion. Company is not obligated to place any minimum amount of work with
Contractor.
(0 Company conducts its business within the highest standards of ethics and integrity. Contractor is expected to conduct
business in the same manner with respect to all matters related to this agreement. Contractor shall permit random audits of
supplier records in order to verily compliance with the terms of the agreement. These audits will occur at the time and
place of Company's choosing.
(g) Any employees, independent consultants, agents, representatives, and contractors of Contractor who perform services
hereunder will be selected by Contractor, but Company shall have the right to reject any such party. Before providing
services,any employee, independent consultant,agent,representative and contractor must have agreed ill writing to observe
these terms and conditions and must have executed a non disclosure and assignment of rights agreement(s) containing
terms and conditions at least as restrictive as those in this Agreement and which allow Contractor to grant the assignments
to Company as provided herein. Contractor shall not otherwise delegate its obligations hereunder. Concurrently herewith
and from time to time, Company may require the employees, independent consultants, agents, representatives, and
contractors of Contractor to sign acknowledgements with respect to the foregoing.
2. CONFIDENTIALITY
(a) Definition, "Confidential Information" means any Company proprietary information, Company technical data,
Company trade secrets or Company know-how, including, but not limited to, research, product plans, products, services,
suppliers,employee lists and employees,customers lists and customers(including but not limited to customers of Company
with whom Contractor may become acquainted during the term of the Consultancy relationship), markets, software.
developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration
information, marketing, finances, budgets or other business information disclosed by Company either directly or indirectly
V
in writing, orally or by drawings or inspection of parts or equipment. Confidential Information does not include
information which: (i)is known to Contractor at the time of disclosure to Contractor by Company as evidenced by written
records of Contractor's, (ii)has become publicly known and made generally available through no wrongful act of
Contractor's, or (iii)has been rightfully received by Contractor from a third party who is authorized to make such
disclosure.
(b) Non-Use and Non-Disclosure. Contractor shall prevent disclosure and shall not, during or subsequent to the term
of this Agreement, use Company's Confidential Information for any purpose whatsoever other than the performance of the
Services on behalf of Company or disclose Company's Confidential Information to any third party. It is understood that
said Confidential Information shall remain the sole property of Company. Contractor further agree to take all reasonable
precautions to prevent any violation of these provisions (or the other provisions of this Agreement), including, without
limitation, requiring, all of Contractor's employees, independent consultants, agents, representatives and contractors
performing Services hereunder to execute a written agreement protecting Confidential Information received by Contractor
and containing provisions at least as restrictive as those set forth in this Agreement.
(c) Third Party Confidential Information. Contractor recognizes that Company has received and in the future will
receive from third parties their confidential or proprietary information subject to a duty on Company's part to maintain the
confidentiality of such information and to use it only for certain limited purposes. Contractor agrees that Contractor owe
Company and such third parties, during the term of this Agreement and thereafter, a duty to hold all such confidential or
proprietary information in the strictest confidence and not to disclose it to any person,firm or corporation or to use it except
as necessary in carrying out the Services for Company consistent with Company's agreement with such third party.
(d) Third Party Confidential Information. Contractor agrees that Contractor will not, during the term of this
Agreement, improperly use or disclose any proprietary information or trade secrets of any former or current client or other
person or entity with which Contractor has an agreement or duty to keep in confidence information acquired by Contractor.
if any, and that Contractor will not bring onto the premises of Company any unpublished document or proprietary
information belonging to such employer,person or entity unless consented to in writing by such employer,person or entity.
Contractor also agrees that the employees provided by Contractor will not use the resources of Contractor's former or
current clients. Contractor will indemnify Company and hold it harmless from and against all claims, liabilities,damages
and expenses, including reasonable attorney's fees and costs of suit, arising out of or in connection with any violation or
claimed violation of a third party's rights resulting in whole or in part from Company's use of the work product of
Contractor's under this Agreement.
3. OWNERSHIP
(a) Assignment. Contractor agrees that all copyrightable material, notes. records, drawings, designs, inventions.
improvements, developments, discoveries and trade secrets conceived, made or discovered by Contractor, solely or in
collaboration with others, during the period of this Agreement which relate in any manner to the business of Company that
Contractor may be directed to undertake, investigate or experiment with,or which Contractor may become associated with
in work, investigation or experimentation in the line of business of Company in performing the Services hereunder
(collectively, "Work Product"), are the sole property of Company. Contractor further agrees to assign (or cause to be
assigned) and do hereby assign fully to Company all Work Product and any copyrights, patents, mask work rights or other
intellectual property rights relating thereto.
(b) Further Assurances. Contractor shall assist Company, or its designee,at Company's expense, in every proper way
to secure Company's rights in the Work Product and any copyrights,patents,mask work rights or other intellectual property
rights relating thereto in any and all countries, including the disclosure to Company of all pertinent information and data
with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which
Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to Company,
its successors, assigns and nominees the sole and exclusive right, title and interest in and to such Work Product, and any
copyrights, patents, mask work rights or other intellectual property rights relating thereto. Contractor further agrees that
Contractor's obligation to execute or cause to be executed, when it is in Contractor's power to do so. any such instrument
or papers shall continue after the termination of this Agreement.
(c) Maintenance of Records. Contractor shall keep and maintain adequate and current written records of all Work
Product made by Contractor (solely or jointly with others) during the term of this Agreement. The records will he in the
form of notes,sketches, drawings, and any other format that may be specified by Company. The records will be available
v �
to and remain the sole property of Company at all times and will be returned to Company upon the termination of this
Agreement or Company's earlier request.
(d) Pre-Existing Materials. Contractor agrees that if in the course of performing the Services,Contractor incorporates
into any Work Product developed hereunder any invention, improvement, development, concept, discovery or other
proprietary information owned by Contractor or in which Contractor has an interest ("Pre-Existing Materials"),
(i)Contractor shall inform Company, in writing, before incorporating any such Pre-Existing Materials into any Work
Product; and, whether or not Contractor comply with the foregoing, (ii) Company is hereby granted and shall have a
nonexclusive, royalty-free, perpetual, irrevocable, worldwide license (including the right to sublicense) to use, reproduce.
distribute, perform, display prepare derivative works of, make, have made, modify, sell, import and export sell any such
Pre-Existing Materials as part of or in connection with such Work Product or the business of Company. Contractor shall
not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned in
whole or in pan by any third party into any Work Product without Company's prior wrinen permission.
(e) Attorney in Fact. Contractor agrees that if Company is unable because of Contractor's unavailability,dissolution,
mental or physical incapacity, or for any other reason, to secure Contractor's signature to apply for or to pursue any
application for any United States or foreign patents or mask work or copyright registrations covering the Work Product
assigned to Company above, then Contractor hereby irrevocably designate and appoint Company and its duly authorized
officers and agents as Contractor's agent and attorney in fact,to act for and in Contractor's behalf and stead to execute and
file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents,
copyright and mask work registrations thereon with the same legal force and effect as if executed by Contractor.
(0 Inventions Assigned to the United States. Contractor shall assign to the United States government all of
Contractor's right, title, and interest in and to any and all Work Product whenever such full title is required to be in the
United States by a contract between Company and the United States or any of its agencies.
(g) Representations and Warranties. Contractor hereby represents and warrants that (i)all Work Product will be
Contractor's original work; (ii)the Work Product will not infringe the copyright, patent, trade secret, or any other
intellectual property right of any third party; (iii)the Work Product will not be obscene, libelous, or violate the right of
privacy or publicity of any third party; (iv) neither the Work Product nor any element thereof will be subject to any
restrictions, mortgages, liens, encumbrances, security interests or encroachments; (v) all of Contractor's employees,
independent consultants, agents, representatives and contractors, as applicable, performing any of the Services have
executed written non disclosure, assignment of rights and other appropriate agreements sufficient to protect the
confidentiality of the Confidential Information, and sufficient to allow Contractor to grant the assignments to Company as
provided herein;and(vi)the Work Product will not contain any virus,trap door,worm,or any other device that is injurious
or damaging to software or hardware used in conjunction with the Work Product.
4. CONFLICTING OBLIGATIONS
Contractor certifies that Contractor has no outstanding agreement or obligation that is in conflict with any of the provisions
of this Agreement, or that would preclude Contractor from complying with the provisions hereof, and further certifies that
Contractor will not enter into any such conflicting agreement during the period of Contractor's consultancy to Company.
5. REPORTS
Contractor agrees that Contractor will from time to time during the term of this Agreement or any extension thereof keep
Company advised as to Contractor's progress in performing the Services hereunder and that Contractor will, as requested
by the Company,prepare written reports with respect thereto.
6. RETURN OF MATERIALS
Upon the termination of this Agreement, or upon Company's earlier request, Contractor shall deliver to Company all of
Company's property or Confidential Information that Contractor may have in Contractor's possession or control and, upon
Company's request to sign and deliver to Company a confirmation of same.
7. TERM AND TERMINATION
(o) Term. This Agreement will commence on the date first written above and will continue until the earlier of(i) final
completion of the Services or(ii)termination as provided below.
(h) Termination. Company may terminate this Agreement, for any reason or no reason, upon giving one (I) week
prior written notice thereof to Contractor. Any such notice shall be addressed to Contractor at the address shown below or
such other address as either party may notify the other of and shall be deemed given upon delivery if personally delivered.
or forty-eight (48) hours after deposited in the United States mail, postage prepaid, registered or certified mail, return
receipt requested. Company may terminate this Agreement immediately and without prior notice if Contractor refuse to or
are unable to perform the Services or are in breach of any material provision of this Agreement.
(c) Survival. Upon such termination all rights and duties of the parties toward each other shall cease except Sections
2,3, 5,7 and 9-19 shall survive termination of this Agreement.
(d) Upon termination, if Contractor has performed the Services to the satisfaction of Company and Contractor is not in
breach hereunder, Company shall pay, within thirty (30) days of the effective date of termination, all amounts owing to
Contractor for Services completed and accepted by Company prior to the termination date and related expenses, if any, in
accordance with the provisions of Section I (Services and Compensation) hereof; and all further obligation or liability of
Company to Contractor other than set forth above,shall cease and terminate as of the termination of this Agreement,
8. INDEPENDENT CONTRACTOR
It is the express intention of the parties that Contractor is an independent contractor. Nothing in this Agreement shall in any
way be construed to constitute Contractor as an agent, employee or representative of Company, and Contractor shall
perform the Services hereunder as an independent contractor. This Agreement does not constitute a hiring by either party.
Contractor shall be under the control of Company as to the result of Contractor's work only, and not as to the means by
which such results are accomplished. Contractor shall not be considered under the provisions of this Agreement or
otherwise as having employee status. It is understood that the relationship of Contractor to Company shall not bring
Contractor under the provisions of the United States Social Security Act, the State Unemployment Act or any similar act
wherein coverage is based on the relationship of employee or employer. Except to the extent specified on the
schedule/SOW, Contractor shall furnish (or reimburse Company for) all tools and materials necessary to accomplish this
contract, and shall incur all expenses associated with performance, except as expressly provided on Exhibit A of this
Agreement. Contractor acknowledges and agrees that Contractor is obligated to report as income all compensation received
by Contractor pursuant to this Agreement, and Contractor shall and acknowledge the obligation to pay all required self-
employment benefit and other taxes or withholdings thereon to appropriate regulatory agencies. Contractor shall indemnify
and hold harmless the Company against any claim of non-compliance with the foregoing. Contractor shall provide proof of
the compliance with such obligation after each one(I)quarter period of providing services hereunder. In furtherance and
not in limitation of the foregoing, no statement in Section 11 (Arbitration and Equitable Relief) shall he construed as
modifying Contractor's status as an independent contractor.
9. BENEFITS
Contractor acknowledges and agrees and it is the intent of the parties hereto that Contractor receive no Company-sponsored
benefits from Company either as a Contractor or employee. Such benefits include, but are not limited to. paid vacation,
sick leave and medical insurance. If Contractor is reclassified by any governmental or other authority or court as an
employee, Contractor will become a reclassified employee and will receive no benefits except those mandated by state or
federal law,even if by the terms of Company's benefit plans in effect at the time of'such reclassification Contractor would
otherwise be eligible for such benefits,
10. ARBITRATION AND EQUITABLE RELIEF
(a) ARBITRATION. SUBJECT TO THE PROVISIONS OF SUBSECTION (b) BELOW, CONTRACTOR AND
COMPANY AGREE THAT ANY DISPUTE OR CONTROVERSY ARISING OUT OF, RELATING TO, OR
CONCERNING ANY INTERPRETATION, CONSTRUCTION, PERFORMANCE OR BREACH OF THIS
AGREEMENT, SHALL BE SETTLED BY ARBITRATION TO BE HELD IN ALAMEDA COUNTY, CALIFORNIA,
IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION THEN IN EFFECT,
THE ARBITRATOR MAY GRANT INJUNCTIONS OR OTHER RELIEF IN SUCH DISPUTE OR CONTROVERSY.
THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE AND BINDING ON THE PARTIES TO
THE ARBITRATION. JUDGMENT MAY BE ENTERED ON THE ARBITRATOR'S DECISION IN ANY COURT
HAVING JURISDICTION.
(b) EQUITABLE REMEDIES. THE PARTIES MAY APPLY TO ANY COURT OF COMPETENT
JURISDICTION FOR A TEMPORARY RESTRAINING ORDER, PRELIMINARY INJUNCTION, OR OTHER
INTERIM OR CONSERVATORY RELIEF, AS NECESSARY, WITHOUT BREACH OF THIS ARBITRATION
AGREEMENT AND WITHOUT ABRIDGEMENT OF THE POWERS OF THE ARBITRATOR.
(c) INDEPENDENT CONTRACTOR STATUS. CONTRACTOR UNDERSTANDS THAT NOTHING IN THIS
SECTION MODIFIES CONTRACTOR'S STATUS AS AN INDEPENDENT CONTRACTOR.
(d) WAIVER OF JURY TRIAL. CONTRACTOR UNDERSTANDS THAT THIS ARBITRATION CLAUSE
CONSTITUTES A WAIVER OF CONTRACTOR'S RIGHT TO A JURY TRIAL AND RELATES TO THE
RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE RELATIONSHIP BETWEEN
CONTRACTOR AND COMPANY(EXCEPT AS PROVIDED IN SUBSECTION (b)ABOVE), INCLUDING, BUT NOT
LIMITED TO,THE FOLLOWING CLAIMS:
ANY AND ALL CLAIMS FOR BREACH OF CONTRACT, BOTH EXPRESS AND IMPLIED
BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALING, BOTH EXPRESS AND IMPLIED:
NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT OR INTENTIONAL
MISREPRESENTATION: NEGLIGENT OR INTENTIONAL INTERFERENCE WITH CONTRACT OR
PROSPECTIVE ECONOMIC ADVANTAGE;DEFAMATION;AND WRONGFUL DISCHARGE OF EMPLOYMENT.
ii. ANY AND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL, STATE OR MUNICIPAL
STATUTE, INCLUDING, BUT NOT LIMITED TO, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE CIVIL
RIGHTS ACT OF 1991, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH
DISABILITIES ACT OF 1990, THE FAIR LABOR STANDARDS ACT, THE CALIFORNIA FAIR EMPLOYMENT
AND HOUSING ACT, AND LABOR CODE SECTION 201,et seq.;
iii. ANY AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND REGULATIONS
RELATING TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION.
(e) COSTS. COMPANY AND CONTRACTOR SHALL EACH PAY ONE-HALF OF THE COSTS AND
EXPENSES OF SUCH ARBITRATION, AND EACH SHALL SEPARATELY PAY ITS COUNSEL FEES AND
EXPENSES UNLESS OTHERWISE REQUIRED BY LAW.
(e) ACKNOWLEDGMENT. CONTRACTOR HAS READ AND UNDERSTANDS THIS SECTION, WHICH
DISCUSSES ARBITRATION. CONTRACTOR UNDERSTANDS THAT BY SIGNING 'nos AGREEMENT,
CONTRACTOR SHALL SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH
THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR
TERMINATION THEREOF, TO BINDING ARBITRATION, EXCEPT AS PROVIDED IN SUBSECTION(h)ABOVE,
AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF CONTRACTOR'S RIGHT TO A JURY
TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OI' THE
RELATIONSHIP BETWEEN THE PARTIES.
11. ASSIGNMENT/DELEGATION
Neither party may assign this Agreement, or any rights under this Agreement (whether expressly, by implication or by
operation of law), or delegate its performance under this Agreement,to any third party without obtaining the other party's
prior written consent; provided, however, that either party may assign this Agreement in whole or in part, including any or
all of its rights and obligations under this Agreement without consent(a) to any Affiliate; (b) to a successor of any portion
of the business or assets of such party resulting from any merger, reorganization, spin-off, sale, or divestiture of such
business or assets; and (e) to a purchaser of all or substantially all of such party's assets. Any purported transfer,
assignment, or delegation without the appropriate prior written consent will be null and void when attempted and of no
force or effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the successors and permitted
assigns of the parties.
V
12. INDEMNITY
Contractor further agrees to indemnify,defend,and hold harmless Company and its directors, officers, and employees from
and against all taxes, losses, damages, liabilities, costs and expenses, including attorney's fees and other legal expenses,
arising directly or indirectly from: (i) any suit or proceeding brought against Company or its parent or subsidiaries for
violation of legally protected rights of any third parties, including but not limited to, copyright, patent trade secret unfair
competition or any and all other claims arising out of the receipt, reliance upon or use by Company or its parent or
subsidiaries of the Work Product, reports, and other documents and information furnished by or created by Contractor or
Contractor's employees in performing Services, (ii)a determination by a court or agency that Contractor is not an
independent contractor, (iii) any negligent, reckless or intentionally wrongful act of Contractor or Contractor's assistants,
employees or agents, or (iv)any breach by Contractor or Contractor's assistants, employees or agents of any of the
representations,warranties or covenants contained in this Agreement.
13. GOVERNING LAW
The rights and obligations of the Parties to this Agreement shall be governed by and construed in accordance with the laws
of the State of California, without reference to its conflict of law principles. The parties agree that the State and Federal
courts of the State of California shall have exclusive jurisdiction with respect to any dispute arising hereunder and the
parties subject themselves to the jurisdiction of the State and Federal courts of the State of California residing in the County
of Santa Clara.
14. ENTIRE AGREEMENT
This Agreement is the entire agreement of the parties and supersedes any prior agreements between them,whether written
or oral, with respect to the subject matter hereof. No waiver, alteration, or modification of any of the provisions of this
Agreement shall be binding unless in writing and signed by duly authorized representatives of the parties hereto.
15. NO WAIVER
No failure, refusal, neglect, delay, waiver, forbearance, or omission of either Party under this Agreement to exercise any
right under this Agreement, or to insist upon full compliance by the other with the obligations outlined in this Agreement
shall constitute a waiver of any provisions of this Agreement.
16. NO SOLICITATION—EMPLOYEES
Company agrees not to solicit the services of nor employ any of Contractor's employees,either directly of indirectly,either
for his own company or any other companies,during the term of this Agreement and for a period of eighteen (18) months
thereafter.
17. COMPLIANCE WITH LAW AND POLICY
(a) Contractor agrees at all times to comply with all applicable laws including those of the United States and the various
states of the United States. Contractor further warrants that he/she is familiar with the Foreign Corrupt Practices Act of the
United States and agrees that his/her/its activities undertaken pursuant to this Agreement shall at all times be consistent
with this law and any similar law as well as all import and export laws, restrictions, national security controls and
regulations of the United States and any applicable foreign agency or authority.Contractor shall not import,export or re-
export,or authorize the export or re-export of any product,technology,or information that it obtains or learns hereunder,or
any copy or direct product thereof, in violation of any of such laws, restrictions,or regulations or without any license or
approval required thereunder. Any and all obligations of the parties hereunder shall he subject in all respects to such laws,
restrictions,and regulations.
(b) Contractor shall abide by all rules of conduct applicable to Company employees or visitors, including, without
limitation, Company's policies regarding ethics, conflicts of interest, appropriate use of information technology, insider
trading and prohibiting sexual or other harassment.
410
18. ATTORNEYS' FEES
In any court action at law or equity which is brought by one of the parties to enforce or interpret the provisions of this
Agreement, the prevailing party will be entitled to reasonable attorney's fees, in addition to any other relief to which that
party may be entitled.
19. SEVERABILITY
The invalidity or unenforceability of any provision of this Agreement, or any terms thereof, shall not affect the validity of
this Agreement as a whole,which shall at all times remain in full force and effect.
20. COUNTERPARTS
This Agreement may be signed, in one or more counterparts, including a signature by electronic means,each of which will
be deemed to be an original and all of which when taken together will constitute the same agreement. If this Agreement is
executed in counterparts, no signatory hereto shall be bound until both Parties named below have duly executed or caused
to be duly executed a counterpart of this Agreement. A printed copy of this Agreement transmitted electronically is
considered an original.
IN WITNESS WHEREOF,the parties have executed this Agreement as of the day and year first above written.
"COMPANY":The T vn s Altos Hills HEARTREADY:��Y(/
By I� By: CV t/
Name: /C+ AR L C 4%411.1— Name: Lori Lopez
Title: C
i'CI /IAN AbEct Title:_Tressd'Q,y�r_
Date:_ 091ii /ao132013
Dale: 2 J
EXHIBIT A(STATEMENT OF WORK)
SERVICES AND COMPENSATION
Term: September Is 2013-September 30th, 2014
Cost: See attached invoice
Description of Services/Deliverables:
A. HeartReady
I. Provide AEDREADY program to The Town of Los Altos Hills to include:
• Medical Direction/oversight
• Registration of AED's per State&County protocols
• Update of current Policies & procedures
• CPR/AED training for 5 employees per year
• Data down load after use
• Access to Online AED tracking System (monthly email reminders, reports, alert when pads &
batteries expire)
• One-on-One Site Coordinator training
• Online AED/CPR review/study materials for City Staff
411110
HeartReady
The Singletary Mansion Invoice
1565 The Cmeda,5ui[e 200 HEARTREADY 03/2 Invoice No.
San Jose, CAA95126 - _.
09/03/2013 1372
(408)278-1500 Terms Due Date
Net 30 10/03/2013
Bill To - -
Los Altos Hills
26379 Fremont Road
Los Altos Hilts, CA 94022
Date Quantity Description Rate Amount
09/03/2013 5 1 yr PAD Program management for 5 AEDs 125.00: 625.00
Program Includes: Medical direction,online
tracking:monthly email reminders for AED checks,
organization and training of designated site •
Icoordinators,track trained responders, pad a battery
expiration notification, annual site audit, post
-cardiac event, medical
;review, policies @ procedure manual, update with
County with EMS.
09/03/20131 0 'PAD program includes CPR/AED training for 5 people '� 0.00
-per year
List price= $225.00
I I ii
•
•
•
CUSTOMER WILL BE BILLED YEARLY Total) $625.00.