HomeMy WebLinkAboutPano Ai 2024-07-25AMENDMENT #1 TO
PRODUCT PILOT AGREEMENT
This Amendment #1 to the Product Pilot Agreement (this “Amendment”), is made effective as of the last
signature date below (the “Amendment Effective Date”), between Pano AI, Inc., a Delaware corporation
with a place of business at 3130 20th St., Ste 175, San Francisco CA 94110 (“Pano” or “Vendor”), and
City of Ukiah, a municipal corporation with a place of business at 300 Seminary Avenue, Ukiah, California
95482 (“Customer”). Pano and Customer are referred to collectively herein as the “Parties” and each
individually as a “Party.”
BACKGROUND
A. The Parties entered into a Product Pilot Agreement effective as of June 30, 2023 (the
“Agreement”).
B. The Parties desire to amend the Agreement to extend the Agreement four (4) years from July 31,
2024 to July 31, 2028, as set forth in this Amendment and agree to amend the Agreement as
follows.
AGREEMENT
1.Amendments.
a. In Exhibit A (Product Evaluation) of the Agreement, the “Term”, “Investment”, and
“Payment Terms” rows are hereby deleted and replaced in their entirety with the
following:
Term Pilot Year 1
●July 28, 2023 - July 31, 2024
The target installation date is September 30th, 2023, or earlier. In the event
that any station has not gone live in Pano 360 by this date, the term of the
contract for that station’s alerting will be extended by one day for each day
past September 30th, 2023 that the station first is available in Pano 360.
[Note: 3 stations went live on 9/29/2023 (term ends 7/31/24), and 1 station
went live 10/27/23 (we will provide a 27 day credit for Year 2 on this station to
align service dates for all stations).]
●AI alerting active season: June 1st - October 1st
Pilot Years 2 - 5
●Year 2 - August 1, 2024 - July 31, 2025
●Year 3 - August 1, 2025 - July 31, 2026
●Year 4 - August 1, 2026 - July 31, 2027
●Year 5 - August 1, 2027 - July 31, 2028
●AI alerting active season: June 1st - October 1st
1
COU No. 2425-081
Customer has secured funding for Pilot Year 2. If Customer is unable to secure
funding for Pilot Year 3, 4, or 5, then Customer may terminate this Agreement
(such termination effective beginning the Pilot Year funding is not secured) by
providing Pano written notice thereof at least 30 days prior to the applicable
Pilot Year start date.
[Note: added ability for you to terminate after Year 2 if you don’t secure funding]
Investment Pilot Year 1:
●$140,000 (4 Pano Stations at $35k/year)
Pilot Years 2 - 5:
●Year 2 -$140,000 (4 Pano Stations at $35k/year)
o Credit of -$2,589 [Note: provides credit for one station for 27
days]
o Total $137,411
●Year 3 - $147,000 (5% increase)
●Year 4 - $154,350 (5% increase)
●Year 5 - $162,068 (5% increase)
Payment
Terms
Pilot Year 1:
●50% down payment upon contract signature, Net 30 Terms
●Final payment due when stations are installed and live on Pano 360
Pilot Years 2 - 5:
●Year 2 - Invoiced upon the Amendment Effective Date
●Year 3 - 5 - Due upon the Pilot Year start date (i.e., invoiced on July 1 and
due August 1)
Payments are net 30 days
2.General. All capitalized terms used in this Amendment without definition shall have the meaning
given them under the Agreement. This Amendment is made by the Parties in accordance with the
Agreement and will be effective as of the Amendment Effective Date. Except and only to the
extent modified by this Amendment, the terms of the Agreement will remain in full force and
effect.
PANO AI, INC.
By:
CITY OF UKIAH
By:
2
Name: Michael Golub
Title: VP, Finance & Strategy
Date:
Name:
Title:
Date:
3
Sage Sangiacomo
City Manager
Jul 25, 2024