CITY COUNCIL MEETING DATE: 9/15/2026
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consider approving a Memorandum of Understanding between the Cities of Rancho Palos Verdes, Rolling Hills, Rolling Hills Estates, and Palos Verdes Estates to manage and fund the Pano AI Wildfire Detection Camera system.
RECOMMENDED COUNCIL ACTION:
(1) Authorize the Mayor to sign a Memorandum of Understanding (MOU) between the Cities of Rancho Palos Verdes, Rolling Hills, Rolling Hills Estates, and Palos Verdes Estates memorializing a formal agreement on how the Pano AI Wildfire Cameras will be managed and funded by the four participating Peninsula cities.
FISCAL IMPACT: Approving this MOU does not generate a new fiscal impact.
However, it does formalize an existing cost-share formula that has been utilized in the City’s agreement with Pano AI for its four wildfire detection cameras.
The cost for the four Pano AI cameras is $140,000 per year over the five-year term of the agreement, which began on October 18, 2022 and ends on October 18, 2027. These costs are funded through $1.5 million in State funds that were awarded by Assemblymember Muratsuchi to the four Palos
Verdes Peninsula cities for this wildfire detection camera system. The MOU memorializes that shared funding and
dedicates it towards the wildfire detection camera program that benefits the entire Peninsula. VR
Amount Budgeted: $140,000 annually ($35,000 per camera) Additional Appropriation: $1,500,000 total ($310,625 paid so far) Account Number(s): 332-400-1430-5106
(State Grant- Rents & Leases) VR
ORIGINATED BY: Lubna Mohammad, Emergency Management Coordinator REVIEWED BY: Catherine Jun, Deputy City Manager CJ
APPROVED BY: Ara Mihranian, AICP, City Manager
1 ATTACHED SUPPORTING DOCUMENTS:
A. Pano AI MOU with the Palos Verdes Peninsula Cities (Page A-1) B. Pano AI Agreement (page B-1)
BACKGROUND
The Palos Verdes Peninsula (Peninsula) may be considered a high fire risk area and portions fall within a Cal Fire-designated Very High Fire Hazard Severity Zone (VHFSZ), and early detection of brush fires may prevent them from escalating into a major wildfire that endangers lives and property. As such, the City of Rancho Palos Verdes entered into a five-year Master Customer Agreement (Agreement) with Pano AI on October 18, 2022 (Attachment B) to install a network of four (4) high-mounted cameras that are monitored 24/7 to detect wildfire smoke across the Peninsula.
Between 2023 and 2025, the four cameras were installed at Ken Dyda Civic Center, on a commercial building in the City of Torrance (Lomita Blvd & Hawthorne), at Terranea Resort, and near the Cal Water Tanks on San Pedro Hill. The Los Angeles County Fire and Sheriff’s Department, Los Angeles County Sheriff’s Department, and Rancho Palos Verdes City Management Staff receive alerts of potential brush fires and have access to an administrative portal where they can see the cameras in real time and view current and past alerts and incidents, along with weather, heat maps, and other information to assist in overall situational awareness.
The Agreement requires an annual cost of $140,000 between October 18, 2022 through October 18, 2027, with the option to extend annually. The total cost of the contract is $700,000 for the initial five-year term, which is currently funded using $1.5 million in state funding secured by Assemblymember Al Muratsuchi in November 2022. Presuming the annual costs remain the same after the Agreement term ends in October 2027, the state funding could potentially cover approximately 5 more years of camera operations.
DISCUSSION
The Peninsula cities, collectively, applied for and received the State funding for this project, and Rancho Palos Verdes served as the Lead Agency for this, managing the funds, installation, and vendor Agreement for the cameras. However, no formal agreement that outlines the Peninsula cities’ roles, responsibilities, and cost-sharing formula currently exists. Thus, the attached MOU (Attachment A) was developed to fulfill this need. The attached MOU:
• Identifies Rancho Palos Verdes as the lead agency managing the Pano AI program. As lead agency, Rancho Palos Verdes is responsible for managing the vendor Agreement and payments, camera maintenance and repairs, coordinating 2 program updates between the vendor and the Peninsula cities, and record keeping and accounting.
• Outlines cost sharing for the cameras when state funding runs out, utilizing the same cost allocation formula used for other Peninsula projects and programs.
Payment is outlined as due to the lead agency (Rancho Palos Verdes) within 30 days of the Peninsula cities (Members as defined in the MOU) receiving an invoice. • Identifies who receive notifications for camera alerts and access to the cameras’ administrative portal. Notifications are provided to local, state, and national fire and law agencies, the National Weather Service, Palos Verdes Estates Police Department, Los Angeles County Fire and Sheriff’s Department, and Rancho Palos Verdes City Management. In addition, the other 3 Peninsula cities have voluntary access to the Pano AI administrative portal for the Pano AI website, upon request.
• Describes how the public facing webpage will operate. This is a new webpage, provided by the vendor at no additional cost to give community members limited viewing access of the wildfire detection cameras for their own knowledge and situational awareness.
With the completion of camera installation in 2025 and prior to expiration of the Pano AI Agreement in 2027, entering into a MOU with the other Peninsula cities ensures continued efficient and cohesive coordination related to the Pano AI Wildfire Detection Camera management. Moreover, the MOU establishes the framework after the Agreement expires (that may be extended) in October 2027.
CONCLUSION:
The City Council is being asked to authorize the Mayor to sign the attached MOU (Attachment A) between the Peninsula cities memorializing a formal agreement on how the Pano AI Wildfire Cameras will be managed and funded by the four participating Peninsula cities
ALTERNATIVES:
In addition to the Staff recommendation, the following alternative actions are available for the City Council’s consideration:
1. Do not authorize the Mayor to sign the MOU and direct staff accordingly.
2. Identify specific concerns or amendments to the MOU and direct staff to return with an updated MOU for City Council consideration.
3. Take other action, as deemed appropriate.
3 1
MEMORANDUM OF UNDERSTANDING BETWEEN THE
CITIES OF RANCHO PALOS VERDES, PALOS VERDES
ESTATES, ROLLING HILLS ESTATES, AND ROLLING
HILLS RELATING TO USAGE AND MANAGEMENT OF
THE PANO AI WILDFIRE DETECTION CAMERAS
THIS MEMORANDUM OF UNDERSTANDING (“MOU”) is effective as of _________, 2026, (“Effective Date”) between the CITY OF RANCHO PALOS VERDES, a general law city & municipal corporation (“Rancho Palos Verdes” or “Lead Agency”), CITY OF PALOS VERDES ESTATES, a municipal corporation (“Palos Verdes Estates”), the CITY OF ROLLING HILLS ESTATES, a municipal corporation (“Rolling Hills Estates”), and the CITY OF ROLLING HILLS, a municipal corporation (“Rolling Hills”). Each of the foregoing cities may be referred to individually as a “Member” and collectively as the “Members.”
RECITALS
A. The cities of Rancho Palos Verdes, Palos Verdes Estates, Rolling Hills Estates, and Rolling Hills are all located on the Palos Verdes Peninsula (“Peninsula”).
B. The Members have deemed wildfire detection cameras (“Wildfire Detection Cameras”) to be a vital measure to help detect and alert authorities of fires and potential fire activity on the Peninsula.
C. The Members have actively sought funding for Wildfire Detection Cameras through applications for state funding.
D. The Members were allocated $1.5 million through Assembly Member Al Muratsuchi to fund operating costs for Wildfire Detection Cameras. This earmarked state funding was allocated under Section 19.56 of the Budget Act of 2022; these funds will last through Fiscal Year (FY) 2035-2036.
E. The City of Rancho Palos Verdes entered into a Master Customer Agreement (“Agreement”) with Pano AI on October 18, 2022, which was initially set to expire on October 18, 2027, or until all statements of work expire, whichever comes later.
F. Pano AI’s Wildfire Detection Cameras employ a proprietary AI algorithm for smoke detection and involve the deployment of high-definition cameras on existing structures or stand-alone towers that continuously scans the landscape to spot, evaluate, and signal wildfire activity generally within a 10-mile radius. Pano AI provides subscription-based services for viewing 360-degree images captured every 60 seconds 24 hours a day, seven days a week, by selfrotating high-definition cameras.
G. The Agreement allows the Lead Agency to lease four Wildfire Detection Cameras at locations described within the Agreement, with Pano AI managing all installation, maintenance and operational expenses at the subscription cost of $35,000 per year per camera for a total of $140,000 annually. The Agreement also includes a hardware refresh in year five and in year ten at no additional cost to ensure the latest camera technology is employed.
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2 H. Pursuant to the Agreement, four (4) Wildfire Detection Cameras were installed between May 2023 and December 2025 at Ken Dyda Civic Center, Terranea Resort, Torrance (office building rooftop at the Public Storage parking lot on Lomita Blvd & Hawthorne), and San Pedro Hill (near San Ramon Reserve Cal Water Tanks).
I. Notifications are provided to local, state, and national fire and law agencies, the National Weather Service, Palos Verdes Estates Police Department, Los Angeles County Fire and Sheriff’s Department, and Rancho Palos Verdes City leadership. Further correspondence between Pano AI, first responder agencies, and city leadership regarding alerted smoke through the cameras have and will continue to occur through regular channels for regional incident communication.
While Members may receive notifications to support situational awareness, only first responder agencies (fire and law enforcement departments) are responsible for a given area and will have the obligation to respond to incidents and notifying Members.
J. All Members, upon request, will have voluntary access to the Pano AI administrative portal for the Wildfire Detection Camera’s website. This website allows the cities and first responder agencies to see the cameras in real time and view current and past alerts and incidents, along with weather, heat maps, and other information to assist in overall situational awareness.
K. Pano AI has provided the opportunity, at no additional cost, to provide a public webpage that allows community members with limited viewing access to the Wildfire Detection Cameras. The webpage will be published after all Members review and approve it.
L. Members desire to divide the costs of the Wildfire Detection Cameras under the Agreement as provided in this MOU, while continuously seeking county, state, federal, and congressional funding to help offset costs.
AGREEMENT
NOW, THEREFORE, in consideration of the promises, terms, conditions and covenants contained herein, the parties agree as follows:
1. Recitals Incorporated. The recitals are incorporated by reference and made a part of this MOU, as are the attached exhibits.
2. Purposes. The purpose of this MOU is to cooperatively manage funding for the Wildfire Detection Cameras.
3. Initiation and Term.
(a) Initiation of MOU. Upon approval of the MOU by any Member, and provided that within 60 days of such action, at least two (2) other Members including the Lead Agency have approved the MOU, this MOU will become effective.
(b) Term. The MOU will remain in effect from the Effective Date until termination in accordance with Section 9.
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3 4. Lead Agency. The City of Rancho Palos Verdes agrees:
(a) Vendor Agreement Contract. The Lead Agency shall enter into the Agreement attached hereto as Exhibit A (“Agreement”) with the Vendor, Pano AI. The other Members will not be in privity of the Agreement with the Vendor, but the Lead Agency relies on the Members to fulfill their obligations under this MOU. The Lead Agency will notify the other Members in writing at least 15 days prior to any proposed change to the Agreement, including any changes related to increased vendor costs. The Lead Agency shall require that Pano AI maintain throughout the term of the Agreement insurance coverages and limits reasonably acceptable to the Lead Agency and consistent with industry standards for technology service providers performing similar services for public agencies.
(b) To the extent available under the Agreement, all Members shall be included as additional insureds under applicable liability policies maintained by Pano AI. (c) The Lead Agency shall not materially amend, waive, reduce, or terminate any insurance, indemnification, limitation of liability, cybersecurity, or risk transfer provision contained in the Agreement without providing written notice to all Members at least thirty (30) days prior to such change.
(d) The Lead Agency shall make reasonable efforts to ensure the Agreement requires Pano AI to defend, indemnify, and hold harmless all Members and their respective elected officials, officers, employees, volunteers, and agents from third-party claims arising out of Pano AI's negligent acts, errors, omissions, willful misconduct, infringement of intellectual property rights, cybersecurity failures, or breach of contractual obligations. (e) Cybersecurity and System Security. Each Member shall be responsible for managing and controlling access credentials issued to its personnel and shall use reasonable administrative, technical, and operational safeguards to prevent unauthorized access to the Pano AI platform.
1. The Lead Agency shall promptly notify all Members of any known cybersecurity incident, unauthorized access event, ransomware attack, data breach, service disruption, or other material security event involving the Pano AI platform that could reasonably affect a Member's operations or access to the system.
2. No Member shall be responsible for cybersecurity incidents caused solely by another Member, the vendor, or any third party.
(f) Camera Maintenance. The Lead Agency shall coordinate maintenance of the Wildfire Detection Cameras with Pano AI.
(g) Website Maintenance. The Lead Agency shall coordinate maintenance of, and access to, the Pano AI website, along with the development and publication of a public facing webpage between Pano AI and the Members. The public facing webpage shall not be published until all Members who have signed this MOU have reviewed and approved it.
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4 The public-facing website link will be placed on the PVPReady.gov and, where appropriate, city websites with a disclaimer stating the following advisory:
1. Information displayed is provided for informational and situational awareness purposes only;
2. The information may not be current or complete;
3. Members do not guarantee uninterrupted availability or accuracy of the information;
4. The public should not rely upon the system for emergency response purposes; and
5. Emergency services should always be contacted through established emergency communication systems.
(h) Invoice. The Lead Agency shall invoice the Members in amounts not exceeding the invoice amounts shown in Exhibit B.
(i) Expenditure. The Lead Agency shall utilize the funds deposited by the Members only for the administration of the Agreement and shall be responsible for ensuring the costs of the Agreement with Pano AI are paid.
(j) Accounting. The Lead Agency shall provide an accounting of the Agreement costs and to provide such accounting to the Members within 60 days following (i) the end of each fiscal year (June 30) that this MOU remains in effect, (ii) the withdrawal of any Member, (iii) the termination of the Agreement, or (iv) the request of any Member. (k) Reports. The Lead Agency shall provide to the Members periodic reports, as needed, regarding functionality and updates to the Wildfire Detection Cameras.
5. Duties of All Members. The Members agree:
(a) Payment. To pay to the Lead Agency their proportional share of the Agreement as shown in Exhibit B. The cost estimates presented in Exhibit B have been agreed upon by the Members and are subject to changes in the actual cost of the Agreement. Payment shall be due to the Lead Agency within 30 days of the Member receiving an invoice from the Lead Agency Agreement. The percentages to be paid by each Member under the Cost Allocation Formula (“Formula”) are as follows:
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5 COST ALLOCATION FORMULA
(FORMULA)
Member Percentage
City of Rancho Palos Verdes 60%
City of Palos Verdes Estates 20%
City of Rolling Hills Estates 13%
City of Rolling Hills 7%
(b) Outreach. To help amplify messaging related to the Wildfire Detection Cameras to their residents.
(c) Wildfire Detection Technology Limitations.
1. The Members acknowledge that wildfire detection technologies, artificial intelligence systems, cameras, communications networks, software platforms, and related equipment are supplemental situational awareness tools only and are not guaranteed emergency response systems.
2. The Wildfire Detection Cameras may experience interruptions, outages, false positive alerts, false negative alerts, delayed notifications, communication failures, image quality issues, environmental interference, maintenance downtime, or other operational limitations.
3. Nothing in this MOU shall be construed as creating a duty on the part of any Member to detect, identify, verify, report, monitor, suppress, investigate, respond to, or prevent any wildfire, smoke event, or emergency incident.
(d) Maintenance of Public Entity Liability Protection. Each Member shall maintain participation in a public entity risk-sharing pool, self-insurance program, insurance program, or substantially equivalent liability protection throughout the term of this MOU.
Failure to maintain such protection shall constitute a material breach of this MOU.
6. Obligation for Debts and Liabilities.
(a) Except as otherwise specifically provided in this MOU, no Member will be individually responsible for any of the debts, liabilities or obligations of any other Member, nor will they have any liabilities under the Agreement, but they will be responsible for paying the Lead Agency so that the Lead Agency can manage the subscription costs and the maintenance of the Wildfire Detection Cameras.
(b) This MOU does not create any legal entity under the Joint Exercise of Powers Act (Govt. Code Sec. 6500 et. seq.) or any other law, which would authorize the execution of contracts, provide the right to sue or be sued, or which would otherwise create a separate legal entity A-5
6 under the laws of California. Instead, this MOU establishes a mutual understanding to carry out a project beneficial to existing governmental entities to promote public health and safety.
7. Indemnification.
(a) Generally. Pursuant to Government Code Section 895.4 the Parties have agreed to mutually indemnify each other as provided for in this Section. Each Party to this Agreement shall be solely liable for, and shall indemnify, defend and hold harmless the other Party and each of their elected and appointed officials, officers, officials, employees, agents and volunteers (“Indemnitees”) from, any and all loss, liability, errors, obligations, fines, penalties, forfeitures, costs and damages to persons or property (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by any of the Indemnitees, the indemnifying Party or any other person, and from any and all claims, suits, demands and actions in law or equity (including attorney's fees and litigation expenses), arising directly or indirectly from the negligence or intentional acts or omissions of the indemnifying Party or any of its elected and appointed officials, officers, officials, employees, agents or volunteers in the performance of this Agreement.
(b)
(c) Government Code Section 895.2. In light of the provisions of California Government Code section 895.2 imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement (as defined in Section 895 of the Government Code), each of the Members, pursuant to the authorization contained in Government Code sections 895.4 and 895.6, agrees to assume the full liability imposed upon it or any of its officers, agents, or employees, by law for injury caused by any act or omission occurring in the performance of this MOU to the same extent such liability would be imposed in the absence of Government Code section 895.2 . To achieve the above stated purpose, each Member agrees to indemnify, defend, and holds harmless each other Member for any liability, cost, or expense that may be imposed upon such other Member solely by virtue of Government Code section 895.2. The provisions of Section 2778 of the California Civil Code are made a part of this MOU as if incorporated herein. (d) Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules, all pension, relief, disability, worker’s compensation, and other benefits which apply to the activity of officers, agents, or employees of any Member when performing their respective functions within the territorial limits of the Member, will apply to them to the same degree and extent while engaged in the performance on any of their functions and duties extraterritorially under this MOU.
8. Disputes. Each Member will have a reasonable opportunity to assert matters which it believes have not been undertaken in accordance with the MOU, to explain the basis for such assertion, and to receive from the other Member a justification of its position on such matters. If, on the basis of the Members’ review of any terms of the MOU, any Member concludes that another Member has not complied in good faith with the terms of the MOU, then such Member may issue a written “Notice of Non-Compliance” specifying the grounds therefore and all facts demonstrating such non-compliance, which Notice will be served on the alleged noncompliant Member along with all other Members. The alleged noncompliant Member will have 30 days to A-6
7 cure or remedy the non-compliance identified in the Notice of Noncompliance, or if such cure or remedy is not reasonably capable of being cured or remedied within such 30-day period, to commence to cure or remedy the non-compliance and to diligently and in good faith prosecute such cure or remedy to completion. If the Member receiving the Notice of Non-Compliance does not believe it is out of compliance and contests the Notice, it may do so by responding in writing to the Notice within 30 days after receipt of the Notice. The Notice of Non-Compliance, and any response thereto, must be sent to all Members. If the response to the Notice of Non-Compliance has not been received in the offices of the Member alleging the non-compliance within the prescribed time period, the Notice of Non-Compliance will be conclusively presumed to be valid.
If a Notice of Non-Compliance is contested, the Members will, for a period of not less than 30 days following receipt of the response, seek to arrive at a mutually acceptable resolution of the matter(s) occasioning the Notice. The Lead Agency will notify in writing all Members within 15 days of any Member failing to cure an alleged non-compliance with the terms or conditions of this MOU. The compliant Members will determine the next course of action, which may include the termination of a Member’s participation in the MOU.
9. Termination and Withdrawal.
(a) Termination of MOU. This MOU may be terminated upon the express written agreement of all Members. If this MOU is terminated all existing costs must be paid with all Members paying their proportionate share in accordance with the Formula. Thereafter, all Members must agree on the equitable redistribution of remaining funds deposited, if there are any. Completed Agreement work will be owned by the Member or Members who fund the completion of such work. (b) Withdrawal. If a Member wishes to withdraw from this MOU for any reason, that Member must give the other Members prior written notice thereof. The remaining Members have the option of managing the Wildfire Detection Cameras and assuming the cost thereof, and making a proportionate adjustment to the Formula per Section 5. The effective date of withdrawal will be 60-days after the Lead Agency receives written notice of a Member’s intent to withdraw.
The withdrawing Member will be responsible for its proportionate share of costs of the Pano AI subscription incurred through the effective date of withdrawal. Should any Member withdraw from this MOU, the remaining Members’ cost share allocation, if any, will be adjusted in accordance with the cost allocation formula in Exhibit B.
10. General Provisions.
(a) Cooperation. The Members agree to fully cooperate with one another to attain the purposes of this MOU.
(b) Voluntary. This MOU is voluntarily entered into to attain the purposes of this MOU.
(c) Notices. Any notices, bills, invoices, or reports relating to this MOU, and any request, demand, statement, or other communication required or permitted hereunder must be in writing and must be delivered to the representatives of the Members at the addresses set forth in Exhibit C attached hereto. The Members must promptly notify each other of any change of contact information, including personnel changes, provided in Exhibit C. Written notice must include notice A-7
8 delivered via e-mail. A notice will be deemed to have been received on (i) the date of delivery, if delivered by hand during regular business hours, or by e-mail; or (ii) on the third (3rd) business day following mailing by registered or certified mail (return receipt requested) to the addresses set forth in Exhibit C.
(d) Administration. For the purposes of this MOU, the Members hereby designate as their respective Member representatives the persons named in Exhibit C. The designated Member representatives, or their respective designees, will administer the terms and conditions of this MOU on behalf of their respective Member.
(e) Relationship of the Members. The Members are, and will at all times remain as to each other, wholly independent entities. No Member to this MOU will have power to incur any debt, obligation, or liability on behalf of any other Member unless expressly provided to the contrary by this MOU. No employee, agent, or officer of a Member will be deemed for any purpose whatsoever to be an agent, employee, or officer of another Member. (f) Binding Effect. This MOU is binding upon, and will ensure the benefit of the respective successors, heirs, and assigns of each Member; provided, however, no Member may assign its respective rights or obligations under this MOU without prior written consent of the other Members.
(g) Amendment. The terms and provisions of this MOU may not be amended, modified, or waived, except by an instrument in writing signed by all non-delinquent Members. For purposes of this subsection, a Member will be considered delinquent if that Member fails to timely pay an invoice as required by Section 5(a), withdraws pursuant to Section 9(b), or fails to substantially comply with the terms and/or conditions of this MOU pursuant to Section 8. (h) Law to Govern. This MOU is governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. (i) Severability. If any provision of this MOU is determined by any court to be invalid, illegal, or unenforceable to any extent, then the remainder of this MOU will not be affected, and this MOU will be construed as if the invalid, illegal, or unenforceable provision had never been contained in this MOU.
(j) Entire Agreement. This MOU constitutes the entire Agreement of the Members with respect to the subject matter hereof.
(k) Waiver. Waiver by any Member to this MOU of any term, condition, or covenant of this MOU will not constitute a waiver of any other term, condition, or covenant. Waiver by any Members to any breach of the provisions of this MOU will not constitute a waiver of any other provision, nor a waiver of any subsequent breach or violation of any provision of this MOU. (1) No Presumption in Drafting. All Members have been represented by legal counsel in the preparation and negotiation of this MOU. Accordingly, this MOU will be construed according to its fair language. Any ambiguities will be resolved in a collaborative manner by the Members and must be rectified by amending this MOU as described in Section l0(g).
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9 (l) Counterparts. This MOU may be executed in counterparts, which together will constitute the same and entire MOU.
(m) Corporate Authority. The person(s) executing this MOU on behalf of each of the Members represent and warrant that (i) such party, if not an individual, is duly organized and existing, (ii) they are duly authorized to execute and deliver this MOU on behalf of such Member, (iii) by so executing so Member is formally bound to the provisions of this MOU, and (iv) the entering into this MOU does not violate any provision of any other agreement to which such party is bound.
(n) Force Majeure.
No Member shall be deemed in default under this MOU for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, wildfire, earthquake, flood, power failure, telecommunications interruption, cyberattack, labor dispute, governmental action, or other unforeseeable events. The affected Member shall provide notice to the other Members as soon as reasonably practicable following the occurrence of such event.
IN WITNESS WHEREOF, each of the Members have caused this MOU to be executed and attested by its duly authorized officers as of the dates set forth below. (Continued on the following pages)
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10 Dated: ________________
PALOS VERDES ESTATES
__________________________________
By: Michael Kemps, Mayor
Dated: ________________
APPROVED AS TO FORM
__________________________________
By: City Attorney
ATTEST:
Dated: ________________ __________________________________ Teresa Takaoka, City Clerk
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11 Dated: ________________
RANCHO PALOS VERDES
__________________________________
By: Paul Seo, Mayor
Dated: ________________
APPROVED AS TO FORM
__________________________________
By: City Attorney
ATTEST:
Dated: ________________ __________________________________ Teresa Takaoka, City Clerk
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12 Dated: ________________
ROLLING HILLS
__________________________________
By: Bea Dieringer, Mayor
Dated: ________________
APPROVED AS TO FORM
__________________________________
By: City Attorney
ATTEST:
Dated: ________________ ________________________ , City Clerk A-12
13 Dated: ________________
ROLLING HILLS ESTATES
__________________________________
By: Frank V. Zerunyan, Mayor
Dated: ________________
APPROVED AS TO FORM
__________________________________
By: City Attorney
ATTEST:
Dated: ________________ __________________________________ By: , City Clerk
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14 EXHIBIT B
PANO AI WILDFIRE DETECTION CAMERA TOTAL COST: $140,000 ANNUALLY COST ALLOCATION FORMULA: $140,000
Member Percentage Cost Share
City of Rancho Palos Verdes 60% $84,000
City of Palos Verdes Estates 20% $28,000
City of Rolling Hills Estates 13% $18,200
City of Rolling Hills 7% $9,800
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4882-9525-1169 v3 15
EXHIBIT C
CITY ADDRESSES
Ara Mihranian, City Manager
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
(310) 544-5202
[email protected]
Kerry Kallman, City Manager
City of Palos Verdes Estates
340 Palos Verdes Drive West
(310) 378-0383
[email protected]
Greg Grammer, City Manager
City of Rolling Hills Estates
4045 Palos Verdes Drive North
Rolling Hills Estates, CA 90274
(310) 377-1577
[email protected]
Karina Banales, City Manager
City of Rolling Hills
2 Portuguese Bend Road
Rolling Hills, CA 90274
(310) 377-1521
[email protected]
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1 MASTER CUSTOMER AGREEMENT
This Master Customer Agreement ( this “ Agreement”) is entered as of October 18, 2022 ( the 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”) and the City of Rancho Palos Verdes, a municipal corporation and general law city, with a place of business at 30940 Hawthorne Blvd, Rancho Palos Verdes, CA 90275 (“ Customer”) ( each of Pano and Customer, a “ Party”; together, the “Parties”).
1. Scope of Agreement. This Agreement is the master agreement by which, if specified in a written Statement of Work (“ Statement of Work”), Pano may install equipment owned by Pano Equipment”), provide a subscription to a hosted solution ( each hosted solution, a “ Pano Solution”), and provide certain Additional Services (as defined in Section 4).
2. Equipment.
2.1 Equipment; Installation; Maintenance. If included in a Statement of Work, Pano shall install the Equipment at the locations owned or controlled by Customer that are described in the Statement of Work and any other Customer locations mutually agreed by the Parties in writing each a “ Customer Property”), and any third party locations mutually agreed to by the Parties in writing (each a “ Third Party Property”). Pano shall provide the Equipment maintenance services described in the Statement of Work. Customer hereby grants Pano access to the Customer Property as needed for the purpose of installing, maintaining, and operating the Equipment.
2.2 Easements. Customer hereby grants easements and rights-of-way over and upon Customer Property to Pano and its agents and contractors solely as is reasonably necessary for the installation, repair, maintenance, and any other work regarding the Equipment (collectively, the Easements”).
2.3 Utilities. For Equipment mounted on Customer towers or similar fixtures, Customer shall provide primary and backup electric power for the Equipment unless otherwise agreed in a Statement of Work.
2.4 Removal of Reasonable Obstructions. Pano has the right, acting reasonably, to remove vegetation and similar obstructions from Customer Property that encroach upon, interfere with, or present a hazard to use of Equipment on Customer Property or the Easements, provided that any material removals require the written pre-approval of Customer. Pano must submit a precise plan for removal of vegetation prior to removal. Customer reserves the right to cause its own contractors to perform the removal if Customer deems the removal to affect habitat, consistent with the provisions of the City’ s Natural Communities Conservation Plan/ Habitat Conservation Plan.
3. Pano Solutions.
3.1 Subscription. Pano hereby grants to Customer and its Users the subscription rights to use the Pano Solution specified in a Statement of Work for its own internal purposes and in accordance with the other restrictions in this Agreement and the Statement of Work. “ Users” DocuSign Envelope ID: 588D4937- 76A8-4083-B1E9- 1B97C660B1FD B-1
2 means employees of Customer and its affiliates, and any third party user designated by Customer per the Statement of Work who are authorized to use the Pano Solution and have been supplied unique user identifications and passwords by Customer. Pano will periodically include bug fixes and updates in a Pano Solution.
3.2 Service Levels. Pano shall comply with the Service Levels in a Statement of Work.
3.3 Privacy and Security. Pano and Customer shall handle privacy and security in accordance with Exhibit B.
4. Additional Services. Customer may request additional services to be performed by Pano the “ Additional Services”). Pano shall provide only those Additional Services specified in a written Statement of Work signed by both Parties.
5. Confidential Information.
5.1 Definitions. In the course of performing under this Agreement, either Party ( a Disclosing Party”) may provide Confidential Information to the other Party ( a “ Recipient”).
Confidential Information” means written, confidential, and proprietary information of a Disclosing Party that is not generally available to the public. All Confidential Information will remain the property of the Disclosing Party. A Party’s granting of access to information constitutes providing that information for purposes of this Section. For purposes of this Agreement, nonpublic aspects of the Pano Solutions will be considered Pano’ s Confidential Information.
5.2 Obligations. The Recipient acknowledges that Confidential Information is a valuable business asset of the Disclosing Party and the protection of that Confidential Information is, therefore, essential. The Recipient, during and after the term of this Agreement: ( a) shall take all reasonable precautions to protect the confidentiality of the Confidential Information and shall use no less than the degree of care it uses in protecting its own Confidential Information of a similar nature; ( b) shall not use any Confidential Information except for the purpose of fulfilling its obligations or exercising its rights under this Agreement; ( c) shall not, or permit others to, disclose any Confidential Information to any other person or entity without the prior written consent of the Disclosing Party; and ( d) shall not remove, or permit to be removed, any notice indicating the confidential nature of the Confidential Information. The Recipient shall return all Confidential Information at the earlier of the termination of this Agreement or upon the request of the Disclosing Party, except that the Recipient may retain a limited number of electronic backup copies of the Confidential Information as are automatically created and retained by its standard backup processes and systems. The Recipient shall comply with its nondisclosure obligations under this Section 5 with regard to these copies and shall destroy them in accordance with its normal destruction processes. These restrictions shall not apply to any documents or information that are subject to disclosure under the California Public Records Act, or pursuant to a court order or subpoena. In the event such disclosure is required, the Party subject to the disclosure shall provide written notice to the other Party in accordance with Section 5.4.
5.3 Exceptions. Except for personal information governed by applicable privacy law, the Recipient is not obligated under Section 5.2 for Confidential Information that: ( a) is generally known, or readily ascertainable by proper means, by the public other than through a breach of this DocuSign Envelope ID: 588D4937- 76A8-4083-B1E9- 1B97C660B1FD B-2
3 Agreement by the Recipient; ( b) is known by the Recipient before it is disclosed by the Disclosing Party to the Recipient as evidenced by the Recipient’ s written records; ( c) is developed independently by the Recipient from in a manner that does not rely on Confidential Information of the Disclosing Party; or (d) is disclosed to the Recipient by a third party not subject to any nondisclosure obligations with respect to the Confidential Information.
5.4 Compelled Disclosure. If the Recipient receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena or order issued by a court or other governmental agency, the Recipient shall: (a) immediately notify the Disclosing Party of the existence, terms and circumstances surrounding the request; ( b) consult with the Disclosing Party on the advisability of taking legally available steps to resist or narrow the request; and ( c) if disclosure is required, cooperate with the Disclosing Party at the Disclosing Party’ s expense in obtaining an order or other reliable assurance that confidential treatment will be accorded to the portion of the information as the Disclosing Party may designate.
6. Intellectual Property Rights.
6.1 Pano Rights.
a) General. Customer acknowledges that the Equipment and Pano Solutions contain valuable trade secret and Confidential Information of Pano. Customer shall take the actions necessary to fulfill its obligations under this Agreement by instruction or agreement with its employees or agents who are permitted access to the Equipment and Pano Solutions. Customer shall only give access to the Equipment and Pano Solutions on a need-to-know basis. b) Proprietary Rights. Title to all patents, copyrights, trade secrets, and other intellectual property rights in or related to the Equipment and Pano Solutions (including all of their component parts) are and will remain the exclusive property of Pano. If Customer provides ideas, suggestions, or recommendations regarding the Equipment or Pano Solutions (“ Feedback”), these discussions will not constitute joint development. Pano is free to use and incorporate the Feedback without any compensation to Customer, and Customer hereby assigns to Pano all right, title and interest in any intellectual property rights it may have or obtain in the Feedback. c) No Implied Licenses. Customer will not acquire any right in a Pano Solution except the limited rights specified in Section 3. Any use, modification, or distribution of a Pano Solutions by Customer outside the scope of the express rights granted in Section 3 is prohibited. d) No Reverse- Engineering. Customer shall not, and shall not knowingly permit others to: (i) modify a Pano Solution; or (ii) decompile, reverse-engineer, disassemble, or attempt, directly or indirectly, to recreate the Equipment or a Pano Solution. e) Unauthorized Distribution or Copying. Other than in accordance with this Agreement, Customer shall not, and shall not knowingly permit others to: ( i) lease, license, sublicense, transfer, or assign any of its rights under this Agreement; (ii) sell, rent, or distribute a Pano Solution, including providing access as an outsourced service or using a Pano Solutions to operate a service bureau or on a timesharing basis; or (iii) use, copy, duplicate, or otherwise reproduce any part of a Pano Solution.
DocuSign Envelope ID: 588D4937- 76A8-4083-B1E9- 1B97C660B1FD B-3
4 f) Required Proprietary Notices. Customer shall ensure that each copy it makes of a Pano Solution or Documentation contains the same proprietary notices as provided to Customer.
6.2 No Challenges; Reasonable Cooperation. Customer shall not take any action to challenge Pano’ s proprietary rights. Customer shall promptly provide to Pano all relevant facts in its possession upon becoming aware of a likelihood of infringement or other illegal use or misuse by any third party of the Pano Solutions or Equipment, or any related intellectual property rights.
Customer shall provide reasonable cooperation in any related suits and actions, at Pano’ s request and expense.
7. Warranties.
7.1 Limited Warranties. Unless otherwise specified in a Statement of Work, Pano warrants that during the Term: ( a) the Equipment will be new and free from defects in design, materials, and workmanship; ( b) the Pano Solution will substantially conform to the applicable Statement of Work and to other applicable written documentation; ( c) that the functionality of the Pano Products shall not materially decrease during the term, (d) to the best of its knowledge, the Pano Solution does not contain, and Pano will not knowingly introduce, any malicious code, and e) the Additional Services will be performed in a timely, professional, and workmanlike manner.
This limited warranty does not apply to Equipment for malfunctions attributable to Customer’ s or its agent’ s modifications to the Equipment
7.2 Remedies. For any breach of the warranty in Section 7.1, Pano shall at its election repair or replace the nonconforming Equipment, Pano Solution, or Additional Services, so that the applicable warranty is true. If Pano concludes that the applicable repair or replacement is impracticable, then Pano will refund the fees paid by Customer to Pano allocable to any Pano Station that is not performing as required under this Agreement. The warranties under this Section 7 do not apply to Equipment damaged by the actions of Customer or third parties, or by extraordinary weather events.
8. Disclaimers and Limitation of Liability
8.1 The express remedies in Section 7.2 constitute Customer’ s exclusive remedies, and Pano’ s sole obligation and liability, for any claim that any Equipment, Pano Solution, Additional Service, or related services does not conform to specifications or this Agreement, or is otherwise defective.
8.2 EXCEPT AS STATED IN THIS AGREEMENT, PANO MAKES NO
WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING FROM COURSE OF DEALING
OR USAGE OF TRADE, OR STATUTORY, AS TO ANY PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT, OR ANY MATTER WHATSOEVER. THE
PARTIES DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR APARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NONINFRINGEMENT.
8.3 THE EQUIPMENT AND PANO SOLUTIONS ARE TOOLS FOR
EMERGENCY MANAGEMENT PROFESSIONALS INTENDED TO PROVIDE
INFORMATION TO SUPPORT THEM IN THEIR RESPONSIBILITIES . PANO DOES NOT DocuSign Envelope ID: 588D4937- 76A8-4083-B1E9- 1B97C660B1FD B-4
5 REPRESENT, WARRANT OF GUARANTEE THAT THE EQUIPMENT AND PANO
SOLUTIONS PROVIDED UNDER THIS AGREEMENT CAN OR WILL DETECT EVERY THREAT. PANO DOES NOT ASSUME AND HEREBY DISCLAIMS RESPONSIBILITY FOR ANY RESULTS OR EFFECTS ARISING FROM CUSTOMER’S USE OF THE EQUIPMENT AND PANO SOLUTIONS. THREAT CONFIRMATION AND RESPONSE IS THE
COMPLETE AND SOLE RESPONSIBILITY OF CUSTOMER ( AND OTHER THIRD
PARTIES) AND PANO IS NOT RESPONSIBLE FOR AND DOES NOT ASSUME ANY
LIABILITY FOR FAILING TO DETECT ANYPARTICULAR THREAT, ANY INACCURATE DETECTION, OR ANY THREAT RESPONSES TAKEN BY CUSTOMER OR OTHERS .
CUSTOMER ACKNOWLEDGES THAT: (A) THE EQUIPMENT AND PANO SOLUTIONS
ARE INTENDED TO BE A VISUAL AID FOR USE BY TRAINED EMERGENCY MANAGEMENT PROFESSIONALS; AND (B) USERS OF THE EQUIPMENT AND PANO
SOLUTIONS SHOULD NEVER RELY SOLELY ON THEM IN MAKING DETECTION OR
RESPONSE DECISIONS, BUT INSTEAD INTERPRET ALL AVAILABLE INFORMATION
OF WHICH THE OUTPUT OF THE EQUIPMENT AND PANO SOLUTIONS IS ONLY ONE
ELEMENT) TO MAKE FINAL DECISIONS REGARDING THREAT DETECTION AND RESPONSE.
8.4 NEITHER PARTY WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES ( INCLUDING FOR DAMAGE TO PROPERTY, PERSONAL
INJURY OR LOSS OF LIFE (EXCEPT TO THE EXTENT LIABILITY FOR PERSONAL
INJURY OR DEATH CANNOT BE LEGALLY LIMITED), LOSS OF PROFITS, SAVINGS,
REVENUE, OR USE, DAMAGED OR LOST FILES OR DATA, OR BUSINESS
INTERRUPTION) IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE
CAUSE OF ACTION (WHETHER BASED IN CONTRACT, NEGLIGENCE, OTHER TORT,
OR ANY OTHER LEGAL OR EQUITABLE THEORY) OR CHARACTERIZATION OF THE
DAMAGES, EVEN IF THE PARTY SOUGHT TO BE HELD LIABLE HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES . PANO WILL NOT BE LIABLE FOR ANY
DAMAGES FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, OR FOR AGGREGATE LIABILITY TO CUSTOMER IN CONNECTION WITH
PRODUCTS OR SERVICES PROVIDED UNDER A STATEMENT OF WORK,
REGARDLESS OF THE CAUSE OF ACTION ( WHETHER BASED IN CONTRACT,
NEGLIGENCE, OTHER TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY) OR
CHARACTERIZATION OF THE DAMAGES, EXCEEDING THE AMOUNT OF FEES PAID
BY CUSTOMER UNDER THAT STATEMENT OF WORK DURING THE ONE-YEAR PERIOD PRECEDING THE FIRST ACT GIVING RISE TO LIABILITY. NEITHER PARTY
WILL BE LIABLE FOR ANY DAMAGES BASED ON ACTIONS OR OCCURRENCES THAT
OCCURRED MORE THAN ONE YEAR BEFORE THE OTHER PARTY PROVIDES NOTICE OF THE CLAIM. THESE LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY
EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY AND WILL SURVIVE AND
APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY SPECIFIED REMEDIES.
8.5 CUSTOMER ACKNOWLEDGES THAT THE FEES CHARGED UNDER THIS
AGREEMENT REFLECT THE OVERALL ALLOCATION OF RISK BETWEEN THE
PARTIES, INCLUDING THE ALLOCATION OF RESPONSIBILITIES, DISCLAIMERS,
LIMITATIONS OF LIABILITY, AND EXCLUSIVE REMEDIES DESCRIBED IN THIS DocuSign Envelope ID: 588D4937- 76A8-4083-B1E9- 1B97C660B1FD B-5
6 AGREEMENT. THESE PROVISIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN
BETWEEN THE PARTIES AND PANO WOULD BE UNWILLING TO ENTER THIS AGREEMENT WITHOUT THEM. THEREFORE, CUSTOMER AGREES TO THIS
ALLOCATION OF RISK AND HEREBY WAIVES ANY RIGHT, THROUGH AMENDMENT,
EQUITABLE RELIEF, OR OTHERWISE, TO SUBSEQUENTLY SEEK A MODIFICATION OF THESE PROVISIONS OR ALLOCATION OF RISK.
9. Fees.
9.1 Prices. Customer shall pay the fees in accordance with the applicable Statements of Work.
9.2 Payment Terms. Pano shall provide invoices for Equipment, Pano Solutions, and Additional Services and Customer shall pay the amounts owed in accordance with the payment terms on the applicable Statement of Work.
9.3 Taxes. Pano’ s pricing and fees do not include applicable transaction taxes, including sales and use taxes, value added taxes, privilege taxes, and other transactional charges such as duties, customs, tariffs, imposts, and government imposed surcharges (“ Transaction Taxes”), which if applicable are the responsibility of Customer. IfPano is required by law to collect Transaction Taxes from Customer and remit them to a taxing authority, Pano will separately state the Transaction Taxes on an invoice unless Customer provides Pano a valid exemption certificate.
Each Party is responsible for its own income taxes or taxes based on gross revenues or gross receipts.
10. Indemnity.
10.1 Pano Intellectual Property Indemnity. Pano shall: (a) defend or, at its sole option, settle, at its own expense any suit, action, or proceeding brought against Customer by a third party claiming that any Pano Solution infringes a copyright or trade secret arising under the laws of any jurisdiction ( an “ IP Action”); and ( b) pay damages awarded against Customer in the IP Action, or those monetary damages agreed to by Pano and the claimant in a monetary settlement of the IP Action. If Pano receives notice of an allegation that any Pano Solution infringes a third party’ s intellectual property rights, or if Customer’ s use of any Pano Solution is enjoined as a result of infringement, Pano may, at its sole option and expense: ( i) procure for Customer the right to continue using the Pano Solution; (ii) modify the Pano Solution so that it is no longer infringing; or (iii) replace the Pano Solution with a product of equal or superior functional capability. If none of these actions are in Pano’ s determination commercially feasible, Pano will have the right to terminate the right to use the Pano Solution. In such event Pano shall refund to Customer any fees that were paid for the balance of the term for the applicable Pano Solution. Customer shall: (A) give Pano prompt written notice of an IP Action; ( B) tender to Pano sole control of the defense or settlement of that action; and (C) cooperate with Pano in defending or settling that action.
10.2 PANO IP INDEMNITY LIMITATIONS. THE RIGHTS GRANTED TO CUSTOMER UNDER SECTION 10.1 WILL BE CUSTOMER’S EXCLUSIVE REMEDY AND PANO’ S SOLE OBLIGATION AND LIABILITY FOR ANY ALLEGED INFRINGEMENT OF
A PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHT, DocuSign Envelope ID: 588D4937- 76A8-4083-B1E9- 1B97C660B1FD B-6
7 INCLUDING MISAPPROPRIATION OF A TRADE SECRET, BY A PANO SOLUTION.
PANO HAS NO LIABILITY FOR ANY CLAIM OF INFRINGEMENT CAUSED BY: (A) MODIFICATION OF A PANO SOLUTION WITHOUT THE APPROVAL OF PANO; ( B) ANY CUSTOMER OR THIRD-PARTY APPLICATION OR OTHER TECHNOLOGY; (C) USE OF
A PANO SOLUTION IN CONNECTION OR IN COMBINATION WITH EQUIPMENT,
DEVICES, OR SOFTWARE NOT PROVIDED BY PANO (BUT ONLY TO THE EXTENT THAT THE PANO SOLUTION ALONE WOULD NOT HAVE INFRINGED); ( D) COMPLIANCE WITH CUSTOMER’S DESIGN REQUIREMENTS OR SPECIFICATIONS;
OR ( E) USE OF A PANO SOLUTION OTHER THAN AS PERMITTED UNDER THIS AGREEMENT, OR IN A MANNER FOR WHICH IT WAS NOT INTENDED.
10.3 General Indemnity. Pano ( the “ Indemnifying Party”) shall: ( a) defend or, at its sole option, settle, at its own expense any suit, action, or proceeding brought against the Customer the “ Indemnified Party”) caused by the gross negligence or willful misconduct of the Indemnifying Party ( a “ General Action”); and ( b) pay damages finally awarded against the Indemnified Party in the General Action, or those monetary damages agreed to by the Indemnifying Party and the claimant in a monetary settlement of the General Action. The Indemnified Party shall: ( i) give the Indemnifying Party prompt written notice of a General Action; ii) tender to the Indemnifying Party sole control of the defense or settlement of that action; and iii) cooperate with the Indemnifying Party in defending or settling that action.
11. Insurance. Pano shall maintain the insurance specified on Exhibit C.
12. Term and Termination.
12.1 Term; Extensions. This Agreement commences on the Effective Date and will continue for five ( 5) years or until all Statements of Work have been expired for one ( 1) year, whichever is later, and will be subject to extension or termination in accordance with this Section 12 ( the “ Term”). Pano and Customer may by mutual agreement extend the Subscription Period and Term in one-year increments.
12.2 Termination for Breach. Either Party may terminate this Agreement ( or the applicable Statement of Work) upon written notice if the other Party is in material breach of this Agreement ( or the applicable Statement of Work) and fails to correct the breach within thirty ( 30) days after written notice.
12.3 Effect of Termination. Upon termination of this Agreement, all subscriptions granted to Customer will immediately terminate and Customer shall immediately cease using the Pano Solutions. Termination of this Agreement will not affect Customer’ s ownership of the Equipment. Termination of this Agreement by either Party will not limit a Party from pursuing any other remedies available to it, including injunctive relief, nor will termination release Customer from its obligation to pay the purchase prices and fees that Customer has agreed to pay under this Agreement. The Parties’ rights and obligations under Sections 5, 6, 8, 9, 10, 12, 13, and 14 will survive termination of this Agreement.
13. Dispute Resolution. The Parties shall attempt to resolve any dispute arising out of or in relation to this Agreement or the rights and obligations hereunder, whether in contract, tort or DocuSign Envelope ID: 588D4937- 76A8-4083-B1E9- 1B97C660B1FD B-7
8 otherwise, within thirty days after written notice of the dispute by either Party, by negotiation between executives of each Party with full authorization to resolve the dispute. If the Parties are unable to resolve the dispute through this negotiation within this thirty- day period the dispute must be arbitrated before three arbitrators under the administration of the American Arbitration Association, and according to its Commercial Arbitration Rules. The seat of the arbitration will be California, and the place of hearing will be San Francisco, California. A Party may seek interim injunctive relief under these Rules and before any court having jurisdiction. Each Party hereby submits to the personal jurisdiction of any court reasonably chosen by the initiating Party for such purposes, and the initiating Party shall reimburse the other Party’ s costs if the court declines jurisdiction. Awards of the arbitral panel will be enforceable in any court having jurisdiction, and each Party hereby submits to the personal jurisdiction of any court reasonably chosen by the enforcing Party for such purposes. The enforcing Party shall reimburse the other Party’ s costs if the court declines jurisdiction.
14. General.
14.1 Compliance with Laws. During the Term each Party shall comply with all applicable laws and regulations, and shall obtain all applicable permits and licenses required in connection with its obligations under this Agreement. Without limiting the generality of the foregoing, each Party shall during the Term: (a) comply fully with all applicable data protection, privacy, and similar laws and regulations of the United States of America, the European Union, and other countries (“ Applicable Privacy Laws”); ( b) comply fully with all applicable export laws and regulations of the United States of America and other countries (“ Applicable Export Laws”) and ensure that no deliverables are (i) exported, directly or indirectly, in violation of Applicable Export Laws; or ( ii) intended to be used for any purposes prohibited by the Applicable Export Laws, including nuclear, chemical, or biological weapons proliferation; and ( c) not to take any actions that would cause either Party to violate the U.S. Foreign Corrupt Practices Act.
14.2 Notice. All notices under this Agreement, including notices of address change, must be in writing and will be deemed given when sent by ( a) registered mail, return receipt requested, or (b) a nationally recognized overnight delivery service (such as Federal Express), to the President/ City Manager or Counsel of the appropriate Party at the relevant address first listed above, or to a Party’s address as changed in accord with this Section.
14.3 Severability. If a provision of this Agreement is broader or of greater scope than a court will enforce, the Parties intend that the court enforce the provision to the greatest extent permitted by law and modify the provision accordingly. If a provision of this Agreement ( except for Section 8) is held by a court of competent jurisdiction to be illegal, unenforceable, or in conflict with any law of a federal, state, or local government, the validity of the remaining provisions will remain in full force and effect.
14.4 Governing Law. This Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
14.5 Attorneys’ Fees. If either Party is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing Party in such DocuSign Envelope ID: 588D4937- 76A8-4083-B1E9- 1B97C660B1FD B-8
9 action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’ s fees, whether or not the matter proceeds to judgment.
14.6 No Waiver. No failure to exercise, and no delay in exercising, any right will operate as a waiver; nor will any single or partial exercise of a right preclude any further exercise of that right or the exercise of any other right. The waiver by a Party of a breach of this Agreement will not constitute a waiver of any other breach.
14.7 Remedies Cumulative. Unless otherwise stated in this Agreement, each remedy of a Party is cumulative with each other remedy contained in this Agreement and with all other remedies available to that Party at law, in equity, and otherwise, and no pursuit of any particular remedy will constitute an exclusive election of any particular remedy.
14.8 Assignment. Neither Party may assign or transfer, by merger, operation of law or otherwise, this Agreement or any right or duty under this Agreement to a third party without the other Party’s prior written consent, except that Pano may transfer this Agreement, together with all of its rights and duties under this Agreement, to a successor entity if Pano is acquired, whether by equity or asset purchase, merger, corporate restructuring or reorganization, or the like. Any purported assignment or transfer in violation of this Section is void.
14.9 Pano Change of Control. No corporate or acquisition transaction involving Pano, including a change of control, will have the effect of modifying or eliminating the obligations of Pano or its successors under this Agreement, and Pano shall cause any successor to assume in writing Pano’ s obligations under this Agreement, including its warranty, maintenance, and service level obligations.
14.10 Independent Contractor. Pano is an independent contractor and nothing in this Agreement or related to Pano’ s performance will be construed to create a joint venture relationship between Customer and Pano, or an employee relationship between Customer and any Pano employee or subcontractor.
14.11 No Third-Party Beneficiaries. This Agreement is an agreement between the Parties, and confers no rights upon any of the Parties’ employees, agents, contractors, or customers, or upon any other person or entity.
14.12 Construction of this Agreement. The word “ including” is not intended to be exclusive and means “ including, but not limited to.” The word “ or” is not intended to be exclusive unless the context clearly requires otherwise. Each of the Parties and their counsel have carefully reviewed this Agreement, and, accordingly, no rule of construction to the effect that any ambiguities in this Agreement are to be construed against the drafting Party will apply in the interpretation of this Agreement.
14.13 Force Majeure. Except with regard to any obligation to pay money, neither Party will be held responsible for any delay or failure in performance caused by flood, fire, embargo, strike, labor dispute, delay or failure of any subcontract, telecommunications failure or delay, act of sabotage, riot, accident, delay of carrier or supplier, voluntary or mandatory compliance with any governmental act, regulation or request, act of God or by public enemy, pandemic, or any act DocuSign Envelope ID: 588D4937- 76A8-4083-B1E9- 1B97C660B1FD B-9
10 or omission or other cause beyond that Party’ s reasonable control. If any of these events does occur, the time to perform an affected obligation will be extended by the length of time the event continues.
14.14 Entire Agreement. This Agreement together with the Exhibits and any executed Statements of Work, which are hereby incorporated in this Agreement, contain all the agreements, representations, and understandings of the Parties, and supersedes any previous understandings, commitments, representations or agreements, verbal or written, with respect to the subject matter of this Agreement. If there is any inconsistency between a term of in Sections 1 through 14 of this Agreement ( the “ Main Agreement Terms”) and a term on any exhibit, the term in the Main Agreement Terms will govern.
14.15 Modification. This Agreement may not be modified or amended except in a written document signed by a duly authorized representative of each Party that expressly states the sections of this Agreement to be modified; no other act, usage, or custom will be deemed to amend or modify this Agreement. The Parties agree that any terms or conditions on any Pano invoice or Customer purchase order in any way different from or in addition to the terms and conditions of this Agreement will have no effect and the Parties hereby reject those terms and conditions. Each Party hereby waives any right it may have to claim that this Agreement was subsequently modified other than in accordance with this Section.
14.16 Counterparts; Electronic Copies. This Agreement may be signed in one or more counterparts, each of which is an original, and all of which together constitute only one agreement between the Parties. Delivery of an executed counterpart by facsimile, electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, has the same effect as delivery of an executed original of this Agreement.
PANO AI, INC. CITY OF RANCHO PALOS VERDES
Signature Signature
Name: Sonia Kastner Name: David L. Bradley
Title: CEO Title: Mayor
DocuSign Envelope ID: 588D4937- 76A8-4083-B1E9- 1B97C660B1FD B-10
11 Exhibit A-1
STATEMENT OF WORK #1
Table of Contents
A. Equipment
B. Pano Solution
C. Installation and Implementation Services
A. Equipment
1. Equipment to be installed:
Quantity: Four (4) Pano Stations
Configuration: See Section 4 below.
Locations: See Section 5 below.
2. Equipment Overview:
Pano shall provide an integrated, turnkey hardware solution for image capture, processing, and upload to Pano Connect (Pano’ s web-based solution). The installation and commissioning of the Pano Equipment combines the following:
Site identification, including site mapping and viewshed analysis Initial site validation, including confirmation of right- of-way and availability of tower space
Site audit, including validation of viewshed, confirmation of connectivity, and power analysis
Site contracting, in order to secure right- of-way, power, and ancillary services; includes permitting, site license, and all bespoke agreements (e.g., intergovernmental) Installer vetting, selection, and contracting
Pano Equipment design, including relevant edge software, communications, power, and physical equipment ( e.g., custom hardware mounting array and fixtures, solar panels)
Design verification and development of technical installation specifications with site manager
Procurement of the custom bill of materials for each Pano Equipment location Manufacturing of Pano Equipment
Provisioning and testing of each Pano Equipment
Packaging and shipping of Pano Equipment from Pano’ s factory Deployment, including final review, materials confirmation, scheduling, equipment delivery, installation, camera positioning, software provisioning, and field tests
3. Equipment Specifications:
Pano shall provide Equipment that meets the following requirements and specifications.
Sensors: PTZ Cameras with visible light and infrared capabilities DocuSign Envelope ID: 588D4937- 76A8-4083-B1E9- 1B97C660B1FD B-11
12 The Equipment typically includes two high-definition pan-tilt-zoom cameras, which each rotate 360 degrees every minute, capturing a full panoramic view. By using two cameras mounted on either side of the tower, Pano is able to avoid a blind spot from the tower and mounting hardware.
Each camera has a resolution of 6MP and is capable of 30x optical zoom.
Each camera is equipped with self- cleaning wipers to avoid the need for manual cleaning.
During the day the cameras capture visible light images. At night the cameras switch to infrared mode and detect the magnitude of near infrared light.
Communications: Multiple Options
Pano can leverage existing communications systems at the tower, such as private LTE communications
Where no existing communications are available, Pano can leverage its cellular networking capability. Pano Equipment is capable of supporting two SIM cards from two different carriers, in order to have redundancy in the event one carrier’ s network is unavailable.
Edge Computing:
Pano Equipment includes powerful computing resources which allows Pano to run proprietary applications that pre-process the raw video from the camera before it is transmitted to the cloud.
Power: Multiple Options
Existing 110V AC Power, with battery back-up where needed Solar and battery power, where existing 110V AC power is not available.
Mounting: Configured for Each Tower
The mounting hardware and installation process is configured separately for each tower. Pano is able to select from its library of designs from past successful deployments on a wide range of government towers, cellular towers, water tanks, and private property.
Pano has developed proprietary installation processes and equipment which optimize the reliability and performance of the Equipment, including the quality of the panoramas and time-lapses in the Pano 360 interface.
4. Equipment Configurations:
The Pano Stations will be provided in multiple configurations, driven by the needs of each of the locations. After completion of final site selection, Pano will confirm the configurations to accommodate the specifics of the sites.
An example configuration is:
2-camera, waterproof enclosure, ethernet connectivity, no back- up battery Mounting hardware will be provided by Pano at the time of installation, and is included in the above charges.
DocuSign Envelope ID: 588D4937- 76A8-4083-B1E9- 1B97C660B1FD B-12
13 5. Equipment Locations:
To be mutually agreed in writing between Pano and Customer. The map below contains the optimal, preliminary site locations Pano has identified in conjunction with the information provided by the City of Rancho Palos Verdes. Upon signature, Pano will begin a more detailed qualification process to confirm the ability to install Pano Stations at these locations. In the event that one or more locations are unavailable for any reason, Pano has identified suitable alternative locations throughout the Peninsula that will provide similar levels of coverage and will deploy on an alternate site(s) if necessary.
B. PANO SOLUTION
The Pano Solution provided under this Statement of Work will be the Pano Rapid Detect Solution described in this Section B.
1. Pano Rapid Detect Solution Definitions:
Pano for Government: An instance of the Pano Rapid Detect Solution that is tailored to fire authorities, government users and first responders that Pano may license directly to those users. This instance may include proprietary data if provided. Users will receive login access to the Pano for Government solution along with real time incident alerts.
Pano Alerts: Pano Alerts users only receive a combination of text message and/ or email based alerts when a new fire incident is detected. The alerts will be identical to what is received by Pano for Government and Pano for Utility users however Pano Alerts users will not have access to the full Pano Rapid Detect Solution.
DocuSign Envelope ID: 588D4937- 76A8-4083-B1E9- 1B97C660B1FD B-13
14 2. Specific Licenses
The Pano Solution provided under this Statement of Work will include the following:
Unlimited user licenses to Pano for Government for Customer’ s Users.
Ten ( 10) user licenses for Pano for Government, to be provisioned for either Los Angeles Sheriff’ s Department of Los Angeles County Fire Department Unlimited Pano Alerts user licenses to be provisioned as Customer instructs.
3. Pano Solution Specifications
The following are components of the Pano Rapid Detect Solution to be provided under this Statement of Work:
Pano 360 software interface for Pano Rapid Detect, including real- time and 360 coverage at the Pano Station locations, ongoing release of new features, cloud computing capacity, and cloud storage.
Pano Intelligence Center / Technical Support, with 24/7 staffing, including internal controls and systems to minimize false positives of ignitions.
Pano AI, including ongoing refinement of algorithms, data gathering, model training, and cloud computing.
Pano Connect, including cloud storage, as well as data ingestion from Pano Stations and third- party feeds such as local emergency services and satellites Pano Solution utilizes Google Cloud.
Also included are:
Software configuration, including periodic load-in of assets and provisioning of notification lists.
Software training and support, including a designated customer success agent and regular check- in meetings.
Additional recurring services, including tower space rental, land rental, Pano Station maintenance, cellular connectivity, and power.
4. Equipment Maintenance and Repair:
During the Subscription Period for the Pano Solution, Pano shall keep the Equipment described in this SOW in working order at Pano’ s expense, in accordance with the requirements of Section 7 of the Main Agreement Terms and subject to the provisions of this Statement of Work.
5. The subscription fees are: $35,000 per year per Pano Station or $140,000 for all four ( 4) Pano Stations included in this SOW, for a total compensation of $700,000.
6. The Initial Subscription Period is: November 1, 2022, through October 31, 2025.
7. Billing Schedule:
Pano shall invoice annually in advance as of November 1 of each year during the Term. Customer shall pay invoices within 30 days after receipt of invoice.
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15 8. Proprietary Rights to Camera Data.
As between the Parties, title to all copyrights, trade secrets, and other intellectual property rights in or related to the data or images generated by the Equipment (the “ Camera Data”) are and will remain the exclusive property of Customer.
Customer hereby grants Pano a limited license to collect, process, store, generate, and display Camera Data for the sole and exclusive purpose of: (a) providing the Pano Solution; ( b) performing development and engineering work regarding Pano’ s products and services; (c) providing incident information to government users of the Pano for Government platform; and ( d) providing incident information to third parties through Pano Alerts. Additional use of Camera Data by Pano must be approved in writing by Customer.
Pano may collect, use and disclose quantitative data derived from the use of the Pano Solution for industry analysis, benchmarking, analytics and other business purposes; provided that all such quantitative data collected, used, and disclosed will be in anonymous, aggregate form only and will not identify Customer nor will the Customer be identifiable as the source of the data.
The Parties’ rights and obligations under this Section 8 will survive termination of this Statement of Work.
C. SERVICE LEVELS
Google Cloud Uptime: Pano runs on Google Cloud Platform, which has the following SLA agreements: https://cloud.google.com/terms/sla. For the services that Pano uses, a
99.9% uptime is expected.
Network Connectivity: If there is a network outage at the site of a camera, then there will not be any current camera images during the network outage, but images will be saved locally for 24 hours and uploaded to the system once network connectivity is restored.
Power Outages: If there is a loss of power to a Pano Station, then no camera images will be generated during this time. Pano Stations may have battery or generator back -up, depending on the resources at the Station site.
Pano Station Firmware Updates ( Pano Stations only): Pano will make firmware updates to the station hardware. Firmware updates may last up to 10 minutes. During the time that a firmware update is being made, no camera images will be generated. Firmware updates will be scheduled by Pano with the intention of minimizing disruption to the Pano Solution.
Pano 360 Software Updates: Pano will make software updates throughout the duration of the pilot. Software updates may be made on a weekly basis. Patch updates will not require system downtime. Major and minor updates may require up to 30 minutes of downtime, and notice of these updates will be provided to Customer admins prior to the downtime.
Software updates will be scheduled by Pano with the intention of minimizing disruption to the Pano Solution.
Pano Customer Support: There will be a support email, support@pano. ai, that can be used to report any instances of non-critical bugs, issues with the system, or feature suggestions.
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16 Notice of Downtime: Email notice will be sent to designated Admins if there are any instances of downtime in excess of what is detailed by the Google Cloud SLA or the expected Software Update downtime above.
The Pano Intelligence Center will monitor camera feeds 24 hours a day, 7 days a week, for outages.
Designated Account Executive: Customer will be assigned a designated Account Executive that acts as a “ one stop shop” for Customer Users by providing daily customer service by fielding customer inquiries regarding the Pano Solution.
On-going Product Training for the Pano Solution: Pano provides training during each initial implementation and on an as-requested basis afterward. Pano training is conducted in a workshop format where users are hands- on with the application – first using Panoprovided scenarios and then quickly managing the application on their own.
Continued Engagement with Pano Product Management: Pano is committed to bringing to market enhancements to solutions to further assist customers in improving their situational awareness capabilities. Pano utilizes a customer- driven development methodology to quickly build those new features that users value most. Each of our customers is given the opportunity to play an active role in our product roadmap.
Helpdesk Services: Pano provides help desk service via both phone and email during business hours ( Monday through Friday from 9am PT to 5pm PT, excluding holidays) to assist with any user questions.
PANO AI, INC. CITY OF RANCHO PALOS VERDES
Signature Signature
Name: Sonia Kastner Name: David L. Bradley
Title: CEO Title: Mayor
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17 Exhibit B
PRIVACY AND SECURITY
Privacy for Pano 360 Users:
Pano has a published Privacy Policy ( https://360.pano.ai/privacy), which outlines what personal data is collected by Pano and how that data is used.
Pano restricts access to its internal data stores; access is only provided to Pano personnel that need to access the data stores in order to perform their jobs.
Privacy for Camera Operations:
Pano conducts an internal review of the viewshed for every camera that is deployed. Areas where citizens would have a reasonable expectation of privacy are pixelated. Pixelation is processed by edge computing resources at the Pano Station, ensuring that all images transmitted to Pano’ s cloud system include appropriate pixelation.
Additional security procedures and industry best practices:
Data is stored on Google Cloud Platform, which is ISO/IEC 27001 compliant.
Best practices for web development are used ( OWASP), and HTTPS is used for all URLs.
Best practices for data transfer are used, including certificates, encryption ciphers, and TLS protocols.
Edge computers connected to cameras are secured with SSH Public Key Authentication and cryptographically- signed OS images. A private Certificate Authority is used for SSL certifications that allow edge computers to authenticate and communicate with Pano servers deployed on Google Cloud Platform.
Security Breach Notification. Pano shall, at its expense: ( a) immediately notify Customer any unauthorized acquisition, access, use, disclosure or destruction of Camera Data (if the Camera Data was in Pano’ s possession or control) or Equipment (each considered a “Security Breach”) via email within 72 hours of discovery of the Security Breach; (b) investigate such Security Breach; c) promptly furnish to Customer full details of the Security Breach and assist Customer with its own investigation; ( d) take steps to mitigate the effects and minimize the damage resulting from the Security Breach; and ( e) make necessary changes to minimize the likelihood that such a Security Breach will reoccur.
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18 Exhibit C
INSURANCE
Pano shall maintain in full force and effect during the Term:
A. Commercial general liability insurance with coverage limits of not less than $1,000,000 per occurrence and $2,000, 000 in the aggregate.
B. Product liability ( completed operations) insurance with coverage limits of not less than 2,000,000 in the aggregate.
C. Automobile (hired and non-owned) liability insurance with coverage limits of not less than 1,000, 000 combined single limit.
D. Workers compensation insurance as required by law in the state where the services will be provided with coverage limits of not less than $1,000,000 per occurrence.
E. Umbrella (excess) liability insurance with coverage limits of not less than $1,000,000 per occurrence.
Pano shall cause Customer to be an additional insured on the applicable policies, with a copy of the additional insured endorsement to be provided to City upon execution of this Agreement, and annually upon renewal, if applicable.
01203.0001/ 830247. 1
DocuSign Envelope ID: 588D4937- 76A8-4083-B1E9- 1B97C660B1FD B-18
Certificate Of Completion
Envelope Id: 588D493776A84083B1E91B97C660B1FD Status: Completed Subject: Complete with DocuSign: RPV - Pano Customer Agreement Source Envelope:
Document Pages: 18 Signatures: 4 Envelope Originator:
Certificate Pages: 5 Initials: 0 Nathan B. Zweizig
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
[email protected]
IP Address: 72. 34. 97. 146
Record Tracking
Status: Original
10/24/2022 9:53:57 AM
Holder: Nathan B. Zweizig
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Sonia Kastner
[email protected]
Halliwell Ventures, Inc.
Security Level: Email, Account Authentication
None) Signature Adoption: Pre-selected Style
Using IP Address: 67.135.67.130
Sent: 10/24/2022 10:13:01 AM
Viewed: 10/24/2022 4:44:18 PM
Signed: 10/24/2022 4:45:03 PM
Electronic Record and Signature Disclosure:
Accepted: 10/24/2022 4:44:18 PM
ID: 9ddc1e3c-2569-4aa0-ab55-ba86c89d580d
David L. Bradley
[email protected]
Security Level: Email, Account Authentication
None)
Signature Adoption: Drawn on Device
Using IP Address: 107.116.89.59
Signed using mobile
Sent: 10/24/2022 4:45:05 PM
Viewed: 10/24/2022 7:00:43 PM
Signed: 10/24/2022 7:01:07 PM
Electronic Record and Signature Disclosure:
Accepted: 4/6/2022 5:59:34 AM
ID: f0c88f71-e2e8-4736-ab5c-59950463981e
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Stephen Murdock
[email protected]
Security Level: Email, Account Authentication
None)
Sent: 10/24/2022 7:01:09 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
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Carbon Copy Events Status Timestamp
Jesse Villalpando
[email protected]
Senior Administrative Analyst
City of Rancho Palos Verdes
Security Level: Email, Account Authentication
None)
Sent: 10/24/2022 7:01:10 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 10/24/2022 10:13:01 AM
Certified Delivered Security Checked 10/24/2022 7:00:43 PM Signing Complete Security Checked 10/24/2022 7:01:07 PM Completed Security Checked 10/24/2022 7:01:10 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
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ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Rancho Palos Verdes ( we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronicall y through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘ CONTINUE’ within the DocuSign system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a
0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM Parties agreed to: Sonia Kastner, David L. Bradley
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Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.
How to contact City of Rancho Palos Verdes:
You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:
To contact us by email send messages to: [email protected] To advise City of Rancho Palos Verdes of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at terit@rpvca. gov and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your account preferences.
To request paper copies from City of Rancho Palos Verdes To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to terit@rpvca. gov and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Rancho Palos Verdes To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
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i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guidesigning- system- requirements.
Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and ( i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check- box next to ‘ I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:
You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
Until or unless you notify City of Rancho Palos Verdes as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Rancho Palos Verdes during the course of your relationship with City of Rancho Palos Verdes.
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