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HomeMy WebLinkAboutEdwin Technologies Inc 2026-01-16 AGREEMENT THIS AGREEMENT is made and entered into on the 16th day of January, 2026, by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Edwin Technologies Inc. (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: CONTRACTOR will, during the term of this Agreement, provide TOWN with a limited, non-exclusive, non-transferable right to access and use CONTRACTOR’s proprietary cloud-based software platform that provides daily cash and investment visibility, bank and investment account aggregation, automated reconciliation workflows, reporting tools, and related analytics for municipal treasury and finance operations (the “Edwin Platform”) solely for TOWN’s internal operational purposes. CONTRACTOR will provide the Edwin Platform in accordance with Exhibit A. 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: a. Exhibit A – Service Description. b. Exhibit B – SaaS Rider. 3. TERMS. The services and/or materials furnished under this Agreement shall commence January 21, 2026, and shall be completed by January 20, 2027, unless terminated pursuant to Section 5(f). 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount of one thousand two hundred fifty dollars ($1,250.00), which amount is due and payable upon execution of this Agreement. For clarity, the foregoing fees represent the annual subscription fee for access to the Edwin Platform of $15,000 less a one-time promotional credit of 11 months free. TOWN shall pay CONTRACTOR for amounts due and payable under this Agreement within thirty (30) days following receipt of invoice and 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. Town of Los Altos Hills Page 1 of 5 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. 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, the Edwin Platform, 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 a claim, suit or proceeding brought by a third party alleging that TOWN’s use of the Edwin Platform in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights. CONTRACTOR’s obligations under this Section 5(a) will not apply to the extent (i) TOWN fails to provide prompt written notice of any claim for which it seeks defense and indemnity; or (ii) the claim arises or results from (A) TOWN’s breach of this Agreement, (B) Customer Materials (as defined in Exhibit B), or (C) modifications to the Edwin Platform by anyone other than CONTRACTOR. b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance before commencing any services under this Agreement as follows: i. WORKERS COMPENSATION INSURANCE: Minimum statutory limits. ii. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE: General Liability and Property Damage Combined. $1,000,000.00 per occurrence including comprehensive form, personal injury, broad form personal damage, contractual and premises/operation, all on an occurrence basis. If an aggregate limit exists, it shall apply separately or be no less than two (2) times the occurrence limit. iii. AUTOMOBILE INSURANCE: $1,000,000.00 per occurrence. iv. ERRORS AND OMISSIONS INSURANCE: $1,000,000.00 aggregate. v. NOTICE OF CANCELLATION: The City requires 30 days written notice of cancellation. Additionally, the notice statement on the certificate should not include the wording "endeavor to" or "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives.” Town of Los Altos Hills Page 2 of 5 vi. CERTIFICATE OF INSURANCE: Prior to commencement of services, evidence of insurance coverage must be shown by a properly executed certificate of insurance and it shall name "The Town of Los Altos Hills, its elective and appointed officers, employees, and volunteers" as additional insureds. vii. To prevent delay and ensure compliance with this Agreement, the insurance certificates and endorsements must be submitted to: Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 c. 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. d. 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. e. 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. f. 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. Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach. g. RECORDS. Other than Edwin IP (as defined in Exhibit B), all reports, data, maps, models, charts, studies, surveys, calculations, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, Town of Los Altos Hills Page 3 of 5 in electronic or any other form, that are prepared specifically for TOWN pursuant to this Agreement and as identified by the parties in writing as the property of TOWN shall be the property of the TOWN (“Work Product”). CONTRACTOR hereby agrees to deliver those documents that are Work Product to the TOWN at any time upon demand of the TOWN. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the TOWN and are not necessarily suitable for any future or other use. Failure by CONTRACTOR to deliver these documents that are Work Product to the TOWN within a reasonable time period or as specified by the TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR agree that until final approval by TOWN, all data, plans, specifications, reports and other documents that are Work Product are preliminary drafts not kept by the TOWN in the ordinary course of business and will not be disclosed to third parties without prior written consent of both parties if such materials include Confidential Information. CONTRACTOR retains the right to use any project records, documents and materials for marketing of their professional services. h. CONTRACT ADMINISTRATION. The TOWN hereby designates the Finance Director 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. i. 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. 6. INVOICING. Send all invoices to the contract coordinator at the address below. 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. Town of Los Altos Hills Page 4 of 5 CONTRACT COORDINATOR and representative for TOWN: CONTRACTOR: 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: Cody Einfalt, Acting City Manager Date 16/01/2026 Peter Rogers, CEO 20/01/2026 Exhibit A Service Description A. Description. Edwin Platform enables agencies to streamline financial operations and review cash and investment portfolios against benchmarks through automated workflows and reporting. B. Service Levels. CONTRACTOR will use commercially reasonable efforts to make the Edwin Platform available during the term of the Agreement twenty-four (24) hours a day, seven (7) days a week (excluding holidays and weekends), except for excused downtime, which, for purposes of this Agreement, means (i) planned downtime (with reasonable advance notice to TOWN) of the Edwin Platform; (ii) emergency downtime of the Edwin Platform; and (iii) any unavailability of the Edwin Platform caused by circumstances beyond CONTRACTOR’s reasonable control. TOWN acknowledges and agrees that the service levels are performance targets only and any failure of CONTRACTOR to meet any service level will not result in any breach of this Agreement or any payment or liability of CONTRACTOR to TOWN. C. Support. CONTRACTOR will provide reasonable technical support to TOWN by electronic mail and/or phone in connection with its use of the Edwin Platform on weekdays during the hours of 9:00 a.m. to 5:00 p.m. Pacific Time, with the exception of U.S. federal holidays (“Support Hours”), subject to the following conditions: (i) prior to initiating any support request, TOWN (and its own personnel responsible for information technology support) will have first attempted to resolve the issue generating the need for such support; and (ii) TOWN will reasonably cooperate with CONTRACTOR support staff as needed to resolve the issue. TOWN may initiate a helpdesk ticket during Support Hours by calling 310-243-6285 or any time by emailing support@edwingov.com. Exhibit B SaaS Rider The following terms and conditions govern access to and use of the Edwin Platform by TOWN and its Authorized Users and form part of the Agreement. 1. Platform Access and Use A. Definitions. For purposes of this Agreement: (i) “Customer Materials” means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of TOWN through the Edwin Platform or to CONTRACTOR in connection with TOWN’s use of the Edwin Platform, but specifically excluding Aggregate Data (as defined below); (ii) “Documentation” means the operator and user manuals, training materials, specifications, minimum system configuration requirements, compatible device and hardware list and other similar materials in hard copy or electronic form if and as provided by CONTRACTOR to TOWN (including any revised versions thereof) relating to the Edwin Platform; (iii) “Input” means TOWN’s interaction, request or input or Customer Materials uploaded or submitted to influence the Edwin Platform or its output; and (iv) “Output” means output the Edwin Platform generates for TOWN in response to Input. B. Use Restrictions. TOWN will not at any time and will not permit any other person (including, without limitation, Authorized Users) to: (i) use the Edwin Platform in any manner beyond the scope of rights expressly granted in this Agreement; (ii) modify or create derivative works of the Edwin Platform or Documentation; (iii) decipher, reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Edwin Platform, or any components, models, algorithms or systems used to provide the Edwin Platform, in whole or in part; (iv) frame, mirror, sell, resell, rent or lease use of the Edwin Platform to any other person, or otherwise allow any person to use the Edwin Platform for any purpose other than for the benefit of TOWN in accordance with this Agreement; (v) use the Edwin Platform, Output, or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable law; (vi) use the Edwin Platform or any Output in a manner that violates the acceptable use policies of CONTRACTOR’s third-party providers (including the then-current AWS Acceptable Use Policy available at https://aws.amazon.com/aup/, AWS Responsible AI Policy available at https://aws.amazon.com/ai/responsible-ai/policy/, and Anthropic’s Usage Policy available at https://www.anthropic.com/legal/aup); or (vii) utilize the Edwin Platform (including any AI models or derivatives thereof), Documentation or Output to train, improve or have trained or improved an AI model (e.g., engage in “model scraping” or “model distillation”). C. Authorized Users. TOWN will not allow any person other than Authorized Users to access or use the Edwin Platform. TOWN may permit Authorized Users to access and use the Edwin Platform, provided that TOWN ensures each Authorized User complies with all applicable terms and conditions of this Agreement and TOWN is responsible for acts or omissions by Authorized Users in connection with their use of the Edwin Platform. TOWN will, and will require all Authorized Users to, use all reasonable means to secure user names and passwords, hardware and software used to access the Edwin Platform in accordance with customary security protocols, and will promptly notify CONTRACTOR if TOWN knows or reasonably suspects that any user name and/or password has been compromised. D. Third-Party Services. Certain features and functionalities within the Edwin Platform may allow TOWN and its Authorized Users to interface or interact with, access and/or use compatible third- party services, products, technology and content (collectively, “Third-Party Services”) through the Edwin Platform. CONTRACTOR does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Edwin Platform or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. TOWN is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for TOWN to use the Third-Party Services in connection with the Edwin Platform. 2. Ownership and Intellectual Property A. Reservation of Rights. Subject to the limited rights expressly granted under this Agreement, CONTRACTOR reserves and, as between the parties will solely own, the Edwin IP and all rights, title and interest in and to the Edwin IP, and to the Edwin Platform, including all AI models and AI systems. No rights are granted to TOWN hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein. For purposes of this Agreement: “Edwin IP” means the Edwin Platform, the underlying software provided in conjunction with the Edwin Platform, algorithms, AI models, AI systems, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Edwin Platform, Documentation and Aggregate Data, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all intellectual property rights in and to any of the foregoing; and “Aggregate Data” means any data that is derived or aggregated in deidentified form from (i) any Customer Materials; or (ii) TOWN’s and/or its Authorized Users’ use of the Edwin Platform, including, without limitation, any usage data or trends with respect to the Edwin Platform. B. Customer Materials. CONTRACTOR acknowledges that, as between TOWN and CONTRACTOR and except as set forth in Section 2(c) below, TOWN owns and retains all right, title and interest in and to all Customer Materials. TOWN will not upload into the Edwin Platform, enable use of the Edwin Platform with, or otherwise provide CONTRACTOR with access to, Customer Materials that are federal tax information subject to Internal Revenue Service Publication 1075, criminal justice information subject to the Federal Bureau of Investigation’s Criminal Justice Information Services Security Policy, or cardholder data within the meaning of the Payment Card Industry Data Security Standard (PCI DSS) (collectively, “Prohibited Data”). If TOWN introduces or provides access to any such Prohibited Data, TOWN is solely responsible for all sanitization costs incurred by CONTRACTOR or its affiliates, and any third party which CONTRACTOR uses to provide the Edwin Platform. C. License to Customer Materials. TOWN hereby grants CONTRACTOR a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify the Customer Materials solely for the purpose of hosting, operating, improving and providing the Edwin Platform and CONTRACTOR’s other related products, services and technologies during the term of this Agreement. D. Rights and Compliance. TOWN represents and warrants that: (i) it has obtained and will obtain and continue to have, during the term of this Agreement, all necessary rights, authority and licenses for the access to and use of the Customer Materials (including any personal data provided or otherwise collected pursuant to TOWN’s privacy notice) as contemplated by this Agreement; (ii) CONTRACTOR’s use, provision, transmission, display or storage of the Customer Materials in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between TOWN and any third party; and (iii) TOWN will not provide or permit CONTRACTOR access to any Prohibited Data. E. Input and Output. As between TOWN and CONTRACTOR, to the extent permitted by applicable law and subject to Section 2(a) above: (i) TOWN owns and is responsible for all Input that TOWN provides; and (ii) subject to TOWN’s compliance with this Agreement (including Section 1(b) above), CONTRACTOR assigns to TOWN any right, title and interest in and to the Output generated by TOWN’s Input that CONTRACTOR might otherwise have. TOWN may not represent that Output from the Edwin Platform was human-generated, nor may TOWN sell or share for commercial benefit or purposes Output to any third parties. CONTRACTOR may use and modify TOWN’s Input and Output to enforce this Agreement and any applicable acceptable use policies or usage policies (including those set forth in Section 1(b) above), to provide, maintain, develop and improve the Edwin Platform for TOWN during the term of this Agreement and to comply with applicable law. F. Feedback. From time to time TOWN or its employees, contractors, or representatives may provide CONTRACTOR with suggestions, comments, feedback or the like with regard to the Edwin Platform (collectively, “Feedback”). TOWN hereby grants CONTRACTOR a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with CONTRACTOR’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Edwin Platform. 3. Publicity A. Each party will have the right to publicly announce the existence of the business relationship between the parties. In addition, during the term of this Agreement, CONTRACTOR may use TOWN’s name, trademarks, and logos (collectively, “Customer’s Marks”) on CONTRACTOR’s website and in its marketing materials to identify TOWN as CONTRACTOR’s customer, and for the purpose of providing the Edwin Platform to TOWN, provided that CONTRACTOR (i) will use commercially reasonable efforts to adhere to the usage guidelines furnished by TOWN in writing with respect to Customer’s Marks and (ii) will not use Customer’s Marks in any way that is or implies any endorsement of CONTRACTOR’s products or services by TOWN. 4. Disclaimers and Limitation of Liability A. General Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE EDWIN PLATFORM, OUTPUT AND OTHER EDWIN IP ARE PROVIDED ON AN “AS IS” BASIS, AND CONTRACTOR MAKES NO WARRANTIES OR REPRESENTATIONS TO TOWN, ITS AUTHORIZED USERS OR TO ANY OTHER PARTY REGARDING THE EDWIN IP, THE EDWIN PLATFORM, OUTPUT OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONTRACTOR HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, CONTRACTOR HEREBY DISCLAIMS ANY WARRANTY THAT USE OF THE EDWIN PLATFORM OR OUTPUT WILL BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED. B. Outputs and No Professional Advice. WITHOUT LIMITING SECTION 4(A) ABOVE, TOWN ACKNOWLEDGES THAT CONTRACTOR IS NOT ENGAGED IN RENDERING ANY FINANCIAL, TAX, REGULATORY, ACCOUNTING, LEGAL OR OTHER PROFESSIONAL ADVICE, INCLUDING ANY ADVICE WITH RESPECT TO THE SPECIFIC LAWS, RULES OR REGULATIONS APPLICABLE TO TOWN OR ANY ACTIVITY IN WHICH TOWN IS ENGAGED. THE ACCURACY AND QUALITY OF THE OUTPUT IS DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE INPUT PROVIDED AND TOWN’S COMPLIANCE WITH THIS AGREEMENT. TOWN IS SOLELY RESPONSIBLE FOR ENSURING THAT ALL OUTPUTS OR OTHER RESULTS OF USING THE EDWIN PLATFORM ARE ACCURATE, TRUE, CORRECT, AND IN COMPLIANCE WITH APPLICABLE LAWS. Due to the nature of machine learning, Output may not be unique and the Edwin Platform may generate the same or similar output for CONTRACTOR or a third party. For clarity, CONTRACTOR’s assignment of Output as set forth in Section 2(e) above does not extend to CONTRACTOR’s other customers’ output. TOWN will evaluate the content, nature and accuracy of any Output as appropriate for the applicable use case, including by using human review of the Output. C. Exclusion of Damages. EXCEPT FOR: (I) ANY INFRINGEMENT BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) FRAUD OR WILFUL MISCONDUCT BY EITHER PARTY, OR (III) TOWN’S BREACH OF ITS PAYMENT OBLIGATIONS OR SECTION 1(B) ABOVE, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE EDWIN IP OR THE PROVISION OF THE EDWIN PLATFORM, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. D. Total Liability. IN NO EVENT WILL CONTRACTOR’S TOTAL CUMULATIVE LIABILITY TO TOWN OR ITS AUTHORIZED USERS ARISING FROM ALL CLAIMS UNDER OR RELATED TO THIS AGREEMENT, THE EDWIN IP OR THE PROVISION OF THE EDWIN PLATFORM EXCEED THE FEES ACTUALLY PAID BY TOWN TO CONTRACTOR IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE APPLICABLE CLAIM MADE UNDER OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT CONTRACTOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. E. Basis of the Bargain. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN CONTRACTOR AND TOWN, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE. 5. Indemnification and Survival A. Customer Indemnification. Except to the extent prohibited by applicable law, including laws providing for the governmental immunity of municipal entities or limiting governmental liability, TOWN will defend CONTRACTOR against claim, suit or proceeding brought by a third party arising from (i) any Customer Materials, including, without limitation, (A) any claim that the Customer Materials infringe, misappropriate or otherwise violate any third party’s intellectual property rights or privacy or other rights; or (B) any claim that the use, provision, transmission, display or storage of Customer Materials violates any applicable law, rule or regulation; and (ii) use of the Edwin Platform by TOWN or its Authorized Users in a manner that is not in accordance with this Agreement, and in each case, will indemnify and hold harmless CONTRACTOR against any damages and costs awarded against CONTRACTOR or agreed in settlement by TOWN (including reasonable attorneys’ fees) resulting from such claims. CONTRACTOR will provide TOWN prompt notice of any claim for which indemnity is being sought. TOWN may not settle any claim indemnified under this Section 5(a) without CONTRACTOR’s prior written approval unless the settlement is for a monetary amount, unconditionally releases the CONTRACTOR from all liability without prejudice, does not require any admission by CONTRACTOR, and does not place restrictions upon the CONTRACTOR’s business, products or services. B. Survival. The provisions of this Section 5 and Sections 1(b), 1(c), 2 and 4 of this Exhibit B survive any termination or expiration of this Agreement. Redlines - Edwin + LAH Short Form Agreement - 2026-01-16 Final Audit Report 2026-01-20 Created:2026-01-17 By:Thomas Leung (tleung@losaltoshills.ca.gov) Status:Signed Transaction ID:CBJCHBCAABAAdl46TX4PF61-Z7ASVHaEAgnBES7ZMQvp "Redlines - Edwin + LAH Short Form Agreement - 2026-01-16" History Document created by Thomas Leung (tleung@losaltoshills.ca.gov) 2026-01-17 - 1:21:52 AM GMT Document emailed to Cody Einfalt (ceinfalt@losaltoshills.ca.gov) for signature 2026-01-17 - 1:21:59 AM GMT Document emailed to Peter Rogers (peter@edwingov.com) for signature 2026-01-17 - 1:22:00 AM GMT Email viewed by Cody Einfalt (ceinfalt@losaltoshills.ca.gov) 2026-01-17 - 1:22:05 AM GMT Email viewed by Peter Rogers (peter@edwingov.com) 2026-01-17 - 1:22:08 AM GMT Document e-signed by Peter Rogers (peter@edwingov.com) Signature Date: 2026-01-17 - 1:56:54 AM GMT - Time Source: server Document e-signed by Cody Einfalt (ceinfalt@losaltoshills.ca.gov) Signature Date: 2026-01-20 - 3:27:26 PM GMT - Time Source: server Agreement completed. 2026-01-20 - 3:27:26 PM GMT