HomeMy WebLinkAboutMadison AI Agreement LAH 2024 - SIGNEDTown of Los Altos Hills Page 1 of 3
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AGREEMENT
THIS AGREEMENT is made and entered into on the 21st day of October, 2024 by and
between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and
M3Planning, Inc. dba Madison AI, (hereinafter referred to as "CONTRACTOR"). In
consideration of their mutual covenants, the parties hereto agree as follows:
1.CONTRACTOR. Shall provide or furnish the following specified services and/or
materials:
Madison AI search tool for Los Altos Hills
2.EXHIBITS. The following attached exhibits are hereby incorporated into and made a
part of this Agreement:
Proposal from CONTRACTOR dated October 21, 2024
3.TERMS. The services and/or materials furnished under this Agreement shall
commence 9/1/2024 and shall be completed by 9/1/2025, unless terminated pursuant
to Section 5(f).
4.COMPENSATION. For the full performance of this Agreement:
a.TOWN shall pay CONTRACTOR zero dollars and zero cents ($0) for
completion/delivery of services/goods as detailed in Sections 1, 2, and 3 of this
Agreement and only upon satisfactory delivery/completion of goods/services in a
manner consistent with professional/industry standards for the area in which
CONTRACTOR operates. TOWN is not responsible for paying for any work done
by CONTRACTOR or any subcontractor above and beyond the not to exceed
amount.
b.Town shall not reimburse for any of CONTRACTOR's costs or expenses to deliver
any services/goods. Town shall not be responsible for any interest or late charges
on any payments from Town to CONTRACTOR.
c.CONTRACTOR is responsible for monitoring its own forces/employees/agents/
subcontractors to ensure delivery of goods/services within the terms of this
Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete
goods/services.
Town of Los Altos Hills Page 2 of 3
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5.GENERAL TERMS AND CONDITIONS.
a.HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold
harmless the TOWN, its officers, agents and employees from any and all demands,
claims or liability of personal injury (including death) and property damage of any
nature, caused by or arising out of the performance of CONTRACTOR under this
Agreement. With regard to CONTRACTOR’S work product, CONTRACTOR
agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and
employees from any and all demands, claims or liability of any nature to the extent
caused by the negligent performance of CONTRACTOR under this Agreement.
b.NON-DISCRIMINATION. No discrimination shall be made in the employment of
persons under this Agreement because of the race, color, national origin, age,
ancestry, religion or sex of such person.
c.INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement
is not a contract of employment and does not create an employer-employee
relationship between the TOWN and CONTRACTOR. At all times
CONTRACTOR shall be an independent contractor and CONTRACTOR is not
authorized to bind the TOWN to any contracts or other obligations without the
express written consent of the TOWN. In executing this Agreement,
CONTRACTOR certifies that no one who has or will have any financial interest
under this Agreement is an officer or employee of TOWN.
d.CHANGES. This Agreement shall not be assigned or transferred without advance
written consent of the TOWN. No changes or variations of any kind are authorized
without the written consent of the City Manager. This Agreement may only be
amended by a written instrument signed by both parties.
e.TERMINATION. This Agreement may be terminated by TOWN upon seven (7)
days written notice to CONTRACTOR. Monies owed for work satisfactorily
completed shall be paid to CONTRACTOR within 14 days of termination.
f.CONTRACT ADMINISTRATION. The TOWN hereby designates the Assistant to
the City Manager and the City Manager as Contract Administrator for this
agreement. The CONTRACTOR shall only take direction regarding the services
provided under this Agreement from the Contract Administrator. Furthermore,
CONTRACTOR agrees that the Contract Administrator shall be included any
meeting, teleconference or written communication between any Town
representative including Committee members and the CONTRACTOR. The
TOWN may modify the Contract Administrator at any time upon providing written
notice to the CONTRACTOR.
g.ENTIRE AGREEMENT. This Agreement represents the entire agreement
between the Parties. Any ambiguities or disputed terms between this Agreement
and any attached Exhibits shall be interpreted according to the language in this
Agreement and not the Exhibits.
Town of Los Altos Hills Page 3 of 3
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This Agreement shall become effective upon its approval and execution by TOWN. In
witness whereof, the parties have executed this Agreement the day and year first written
above.
CONTRACT COORDINATOR and
representative for TOWN: CONTRACTOR:
Cody Einfalt
Assistant to the City Manager
Town of Los Altos Hills By:
26379 Fremont Road Signature Date
Los Altos Hills, CA 94022
Print name, Title
TOWN OF LOS ALTOS HILLS:
By:
Peter Pirnejad, City Manager Date
Erica Olsen, CEO/Co-Founder
10/23/24
Peter Pirnejad (Oct 23, 2024 12:58 PDT)
Peter Pirnejad
23/10/24
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MADISON AI KNOWLEDGE ASSISTANT
LICENSING AGREEMENT
This Licensing Agreement ("Agreement") is made and entered into as of October 21, 2024, by and
between the Town of Los Altos Hills, California, with its principal place of business at 26379 Fremont
Road, Los Altos Hills, CA 94022 ("Licensee"), and M3Planning, Inc. dba Madison AI, a corporation
organized under the laws of Nevada, with its principal place of business at 527 Lander Street, Reno, NV
89509 ("Licensor").
WHEREAS, Licensor has developed Madison AI, an AI Assistant for local government LLM for elected
officials and staff to access board decisions, agendas, and master codes in your library ("Madison AI"); and
WHEREAS, Licensee desires to license Madison AI from Licensor under the terms and conditions set forth
herein;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties
hereto agree as follows:
1.LICENSE GRANT
1.1. License: Subject to the terms and conditions of this Agreement, Licensor hereby grants to
Licensee a non-exclusive, non-transferable license to use Madison AI during the Term (as defined
below) for the purpose of generating reports based on governmental data.
1.2. Ownership: All intellectual property rights in the Application, including but not limited to
software, content, text, images, graphics, video, audio, and other materials, are owned by
Madison AI or its licensors.
2.TERM
2.1. Term: This Agreement shall commence on the Effective Date, September 1, 2024, and shall
continue for one (1) year, unless terminated earlier in accordance with the provisions of this
Agreement ("Term").
3.FEES AND PAYMENT
3.1. Fee: The Madison AI annual “License Fee” is $35,000, but Licensor agrees to provide to Licensee
the use of Madison AI at No Charge for the first year in exchange for product promotion and
referrals. This includes data deployment and annual access to Madison AI. See the Fee and
Payment Schedule in Appendix 1.
3.2. Usage Tokens: The License Fee includes usage tokens with a limit of $250 per month. Usage
beyond this limit will not incur additional fees as specified in Section 3.3 for the stated term.
Tokens are priced at cost by Microsoft ($0.005/1,000 input and $0.015/1,000 output).
3.3. Additional Usage Fees: In the event Licensee exceeds the monthly usage limit of $250, Licensee
agrees to pay additional fees at the rate of $250 a month for each subsequent level. Licensor
shall invoice Licensee quarterly for any additional usage fees incurred, and Licensee shall pay
such invoices within thirty (30) days of receipt.
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3.4. Service Support: Service support beyond initial installation is available for issues and level one
customer service support. Additional support can be provided as a service add-on if requested.
MADISON AI TERMS of SERVICE
https://madisonai.com/terms-and-conditions/
4.DEPLOYMENT AND DATA INDEX UPDATING
4.1. Initial Deployment: Licensor will deploy the AI Knowledge Assistant in approximately two (2)
weeks and it will include approximately five (5) years of data from existing agendas, minutes, and
staff reports.
4.2. Data Index Updates: Throughout the Term, Licensor shall update the data pile once monthly to
ensure the application has access to the most current governmental data to reference.
5.LICENSEE OBLIGATIONS
5.1. Compliance with Laws: Licensee agrees to use Madison AI in compliance with all applicable laws
and regulations.
5.2. Restriction: Licensee shall not, and shall not permit any third party to: (a) reverse engineer,
decompile, or disassemble Madison AI; (b) modify or create derivative works of Madison AI; (c)
sublicense, lease, rent, or distribute Madison AI to any third party; or (d) use Madison AI for any
purpose other than as expressly permitted under this Agreement.
6.SECURITY
6.1. Data Security: Madison AI is a Microsoft Azure Application that is compliant with Microsoft Data
Protection. Your prompts (inputs), completions (outputs), your embeddings, and your training
data:
•are NOT available to other customers.
•are NOT available to OpenAI.
•are NOT used to improve OpenAI models.
•are NOT used to improve any Microsoft or 3rd party products or services.
•are NOT used for automatically improving Azure OpenAI models for your use in your resource
(The models are stateless, unless you explicitly fine-tune models with your training data).
•The Azure OpenAI Service is fully controlled by Microsoft; Microsoft hosts the OpenAI models
in Microsoft’s Azure environment and the Service does NOT interact with any services
operated by OpenAI (e.g. ChatGPT, or the OpenAI API).
MADISON AI PRIVACY POLICY
https://madisonai.com/privacy-policy/
7.TERMINATION
7.1. Termination for Convenience: Either party may terminate this Agreement for any reason upon
thirty (30) days' prior written notice to the other party.
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7.2. Termination for Breach: Either party may terminate this Agreement immediately upon written
notice if the other party breaches any material term or condition of this Agreement and fails to
cure such breach within thirty (30) days after receiving written notice thereof.
7.3. Effect of Termination: Upon termination of this Agreement, Licensee shall cease all use of
Madison AI. The License Fee, if applicable, will be prorated on a monthly basis, net of the initial
setup fee and token usage to date. Termination shall not relieve Licensee of its obligation to pay
any fees accrued or payable to Licensor prior to the effective date of termination. Madison AI
will delete all data related to the Licensee, to include chat history and backups.
8.WARRANTY DISCLAIMER
8.1. Disclaimer: Madison AI and all content is provided to Client strictly on an “as is” basis; and all
conditions, representations, and warranties, whether express, implied, statutory, or otherwise,
including, without limitation, any implied warranty of merchantability, fitness for a particular
purpose, or non-infringement of third party rights, or any warranties arising out of course of
dealing or usage of trade; are hereby disclaimed to the maximum extent permitted by applicable
law by Madison AI and its licensors.
9.LIMITATION OF LIABILITY
9.1. Limitation: In no event shall licensor be liable for any indirect, incidental, special, or
consequential damages, or damages for loss of profits, revenue, data, operational use or data
use, incurred by licensee or any third party, whether in an action in contract or tort, even if
licensor has been advised of the possibility of such damages. Licensor's liability for damages
hereunder shall in no event exceed the amount of fees paid by licensee to licensor under this
agreement.
10.GENERAL
10.1. Governing Law and Dispute Resolution: This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada, without regard to its conflict of law principles.
By using Madison AI (Software), you agree that any disputes, claims, or controversies arising out
of or relating to the use of the Software, including but not limited to performance, data use, or
service-related issues (collectively referred to as "Disputes"), will be resolved exclusively
through mediation as the initial step in the dispute resolution process, in accordance with the
laws of the State of Nevada.
10.2. Entire Agreement: This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior or contemporaneous
understandings or agreements, written or oral, regarding such subject matter.
10.3. Amendments: No amendment or modification of this Agreement shall be binding unless in
writing and signed by both parties.
10.4. Waiver: No waiver of any term or condition of this Agreement shall be deemed a continuing
waiver or a waiver of any other term or condition.
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10.5. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the
remaining provisions shall continue in full force and effect.
10.6. Assignment: Licensee may not assign or transfer its rights or obligations under this Agreement
without the prior written consent of Licensor.
IN WITNESS WHEREOF, the parties have executed this Licensing Agreement as of the Effective Date.
M3 Planning, Inc. dba Madison, AI
By: __________________________
Name: __Erica Olsen____________
Title: __CEO/Co-Founder_________
Date: ___9/28/24_______________
The Town of Los Altos Hills, California
By: __________________________
Name: _______________________
Title: ________________________
Date: ________________________
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Appendix 1 – Fee and Payment Schedule
Madison AI License – Research Assistant Cost (USD)
Setup Fee & Deployment:
• Custom LLM setup and configuration including prompt fine-tuning.
• Data processing and metadata extraction.
• Up to 2 revisions to the AI Assistant prompts.
• Rollout & Training – 2-3 team training sessions, to be recorded for future
use.
•
$10,000
One-Time Fee
Waived in lieu
of promotion
and referrals
Annual Licensing Fee LLM #1:
• Unlimited staff use.
• Auto indexing of your data 1 time per month.
• AI Tokens for search and OpenAI with a limit of $250 per month. Usage
beyond this limit will incur additional fees.
$25,000
Annual
Waived in lieu
of promotion
and referrals
AGREEMENT
Final Audit Report 2024-10-23
Created:2024-10-23
By:Cody Einfalt (ceinfalt@losaltoshills.ca.gov)
Status:Signed
Transaction ID:CBJCHBCAABAA-sIHv8YI3JfotJ7_BAXOtIit7J9tLvmB
"AGREEMENT" History
Document created by Cody Einfalt (ceinfalt@losaltoshills.ca.gov)
2024-10-23 - 7:47:10 PM GMT
Document emailed to Peter Pirnejad (ppirnejad@losaltoshills.ca.gov) for signature
2024-10-23 - 7:47:15 PM GMT
Email viewed by Peter Pirnejad (ppirnejad@losaltoshills.ca.gov)
2024-10-23 - 7:47:21 PM GMT
Document e-signed by Peter Pirnejad (ppirnejad@losaltoshills.ca.gov)
Signature Date: 2024-10-23 - 7:58:32 PM GMT - Time Source: server
Agreement completed.
2024-10-23 - 7:58:32 PM GMT