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this Addendum( the" Addendum") to Order Pomrno 103356 by and between the City of Redondo Beach, CA- a Chartered Municipal Corporation Customer' I and/ emit)- Technologies US. hie: a Oelaware Corporation( Z its" I. dated as of March 18- 2121 ( the ' Order Eorm') is entered into as of October 19. 2021 ithe", Addendum Date")
All eapitultxed terns nm defined herein shall lave Me meaning ascribed to such terns in the Order Form Whereas the Parties ssi.sh to amend certain terms ofthe Order form asset forth herein_ Vow. therefore, the Parries hereto agree to amend the terms of the Order Form asset faith helm.
I Sum The Tam of the Order lona Is hereby extended for a Il-month period commencing as of October 5. 2021- and ending on October 4. 2022( the" Renewal Term" 1. At Customerselection- this aereement mac be extended for two( 2h one year tennis Customer shall give notice of m intention to extend the agreement. in)( siring at least 911 days prior to the end of such applicable team. lirienrrimi Feec During the Renewal lens the Recurring Fees table included in the Order Form shall he amended and replaced in its entirety as Ritmo
RECURRING FEES
SKU Product Description Unit QTT Grass Special Net
Price ( units) Price Discount Price
2C Zencity Blockwise SaaS platform allows ongoing measurement of $ 2, 912 12 34, 950 534, 950 BLOCKW ISE Trust, Safety, and top resident concerns based on a representative sample of resident
2C- PULSE Each Pulse survey is an on- demand) statistically representative 512, 000 2 $ 24, 000 75% $ 6,000 survey of residents, with up to 15 custom questions, including an analytic report prepared and presented by a 2encity analyst.
Total Grass Price $ 58, 950
Total Special Discounts $ 18, 000
Total Fees $ 40, 950
Special discounts afforded in exchange for Customer' s continued support of Zencits with case studies and testimonials throughout the I erre.
Genertti this Addendum shall Ron an integral part of the Order Foon. Unless expressly specified herein, all other prosownsterns and conditions in the Order Form shall apply and shall remain in full force and effect. In case of any contradiction or discrepancy between the teems ofthis Addendum to those ofthe Order Inner, ssnh respect to marten desscrihed hereat the terms of this Addendum shall prevail In witness whereof the parties hese executd this Addendum- el Reuse as of the Addendum Date
STONIER ZEN(' ITA'
c„,‘„ 14. 2/ C- Signature_
Name. W Mom C Brand Name. Eye\( Fe
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9nm Iv - - aoa1 Date. _ 10 (" Z ? A
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APPROVE y g1
Rik Manager
Al l ltoVID AS IO IORM.
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Michael W. Webb. Ger Arouse)
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CERTIFICATE OF LIABILITY INSURANCE
DATE( MMIDDNY"'
03/ 09/2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER Inane Goldonger
Professional Risk Solutions. Inc.
INC Em. (
410) 486-2400 jay NAL ( 410) 486- 2998
37 Walker Ave ov[D
ss: IgoldMger@prsbrokerscom
Suite 200 INSURERISI AFFORDING COVERAGE NAILX
Baltimore MD 21208 INSURER A
Twin City Fire 29459
INSURED INSURER 6.
Zeociily Technologies US WIC I Zencity Technologies LTD INSURER C'. 1313 N Market SI Ste 5100 INSURER m
INSURER E
Wilmington DE 19801 INSURER F'.
COVERAGES CERTIFICATE NUMBER: CL213306155 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
GERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADEL SUER POLICY EFF POLICY EXP
LTR TYPE OF INSURANCE INSD WYD POLICY NUMBER 1MMIDD,NYYY) ( MMIDOIYYYY) LIMITS X
COMMERCIAL GENERALIABILT' EACH OCCURRENCE
2, 000.000
AAGEREN ILD
CLAIMS- MADE rg OCCUR
PREMISES0[
Ea occurrence,
1000, 000
MED EXP wnv one Farrar-)
10, 000
A 3GSBMTYO198 03/ 07/ 2021 03/ 07n022
PERSONAL& ADV INJURY
2. 000,000
GENL AGGREGATE LOUAPPLIES PER. GENERAL AGGREGATE
0, 000,000
POLICY ¢ d LDC PRODUCTS COMP'OPAGG 4. 000,000
AUTOMOBILE OTHER UABILITY COMBINED SINGLE LETT
ANY AUTO Hoop, INJURY ire, pewee}
OWNED — SCHEDULED BODILY INJURY IP.' ween,
S
ONLYNOWOWNED PROPERTY DAMAGE
ALTOS ONLY AUTOS ONLY Per accident)
UMBRELLALIAB R-- occur, EACH OCCURRENCE S
EXCESS TAB CLAIMSMADE AGGREGATE S
RETENTION S
DEDWORKERS PER
AND EMPLOYERS'LIABILITYory
STATURE
ANY ETOR:PARTNEWEXECUTE VE L EACH ACCIDEN
OFFICROPWgIMEMSER
S
EXCLUDED NIA
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describe
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EL DISEASE EAb
DESCRIPTION OF OPERATIONS below EL. DISEASE- POLICY LIMIT b DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES IACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate Holder is Additional Insured
30 day notice of cancellation
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Redondo Beach
ACCORDANCE WITH THE POLICY PROVISIONS,
415 Diamond Street
AUTHORIZED REPRESENTATIVE
Redondo Beach CA 90277
1988- 2015
L
ACORD CORPORATION. All rights reserved.
ACORD 25( 2016103) The ACORD name and logo are registered marks of ACORD
ZENCITY ORDER FORM
Order form #: 143356 Orderform prepared for: City of Redondo Beach, CA Order form expiration date: March 31, 2021
This Order Form ("Order Form") is entered into between the Zencity entity detailed below ("Zencity"), and the entity identified below Customer", and jointly with Zencity the “Parties”)), as of the Effective Date (as defined below) which shall remain in effect for the duration of the Initial Term as defined below and any renewal term (the “Term”) unless agreed otherwise explicitly and inwriting between theParties.
This Order Form includes and incorporates the Zencity Terms and Conditions attached hereto asAppendix A (the “T&Cs”). In the event of any conflict between this Order Form and the T&Cs, the terms of this Order Form shall prevail. All prices are quoted in USD.
ZENCITY CUSTOMER
Entity (legal) name: Zencity Technologies US, Inc Entity (legal) name: Redondo Beach Police Department Full address: 1313 N Market St, Suite 5100
Wilmington, DE 1980
Full address: 401 Diamond Street, Redondo
Beach, CA 90277
Contact: Noa Zeldin Contact: Keith Kauffman
Phone: 3476321225 Phone: 310-379-2477
Email: [email protected] Email: [email protected]
RECURRING FEES
SKU Product Description Unit
Price
QTY
units)
Gross
Price
Initial
Term
Discoun
t
Net
Price
ZC-CORE Zencity core SaaS platform allowing state and localgovernments to better understand and engage with theirresidents, for cities with up to100,000, including:
Full integration with all data sources provided by Zencity User credentials for 10 users (to be used by the Police and Fire departments)
6 annual Zencity Insight reports
3,000 6 18,000 33% $ 12,000
ZCBlockwiseZencity Blockwise SaaS platform allows ongoing measurement of Trust, Safety, and top resident concerns based on a representative sample ofresidents.
2,912 6 $ 17,475 - $ 17,475
ZC-Pulse Each Pulse survey is an on-demand, statistically representative survey of residents, with up to 15 custom questions, including an analytic report prepared and presented by a Zencity analyst. 12,000 1 $ 12,000 75% $ 3,000
Total Gross List Price $ 47,475
Total Initial Term Discounts $ 14,975
Total Fees $ 32,475
Any additional modules, quantity increases orother custom development and integration workrequested by Customer during the Term shallrequire anOrder Form executed by theParties, and shall be subject tothe prevailingZencity rate card subject to amendment from time totime.
ORDER FORM TERMS
Effective Date: The date attached the Customer’s signature below.
Initial Term: 6 months, commencing on theEffective Date.
Fees: The Fees are exclusive of any applicable taxes (including sales tax) and withholdings, which will be added tothe Fees and paid by Customer, tothe extent applicable.
Payment Terms: TheFees shallbepayableonasemi-annualbasis within30 days oftheEffectiveDateand oneach6monthanniversary thereof.
CustomerBilling
Contact:
Name: Andrea Delap, Phone: 310-379-2477 Ext. 2391, Email: [email protected] Customer PO #
if applicable):
CUSTOMER ZENCITY
Signature: _________________
Name: William C. Brand
Title: Mayor
Date: ___________________
Signature: _________________
Name: __________________
Title: ___________________
Date: ___________________
ATTEST:
Eleanor Manzano, City Clerk
APPROVED:
Risk Manager
APPROVED AS TO FORM:
Michael W. Webb, City Attorney
Eyal Feder
3/ 10/ 2021 | 9: 02 AM PST
CEO
Diane Strickfaden
3/ 18/ 2021 | 4: 01 PM PDT
Appendix A
Zencity Terms and Conditions
1. SOFTWARE LICENSE & SUPPORT SERVICES
1.1. Subject to the terms and conditions of these Zencity Terms and Conditions and of the applicable Order Form (collectively, the Agreement"), Zencity hereby grants to Customer a personal, non-exclusive, non-transferable limited license to use the products and services licensed by Zencity to Customer (the “Licensed Program”) identified in the applicable Order Form entered into by Zencity and Customer and the documentation and user manuals for the Licensed Program supplied by Zencity to Customer throughout the Term (the "Documentation").
Forthe purposes ofthisSection 1.1, the term "use" shall beonly in accordance with theconfidentiality provisions of thisAgreement and shall include the rights touse the Licensed Program only forthe use of the Customer's organization, company orinstitution.
For the purposes of this Section 1.1 the term "use" shall not include: (i) the right to make, use, or sell products incorporating the Licensed Program, or (ii) the right to sub-license the Licensed Program.
No right is granted to the source code of the Licensed Program orto create derivative works thereof orto transfer ownership of the media containing such software except as a part of, or with, orfor use in the equipment with which it operates.
1.2. Routine customer support is available via email. Any claim will be answeredwithin 24 hours of thereport. On or beforetheEffective Date, Customer and Zencity shall each designate a liaison as a respective point of contact for technical issues. Each party may change such liaison upon written notice from time to time atreasonable intervals. Zencity will not be obligated to provide support to any person otherthan the Customer's designated liaison.
1.3. During the Term, Customer may have access to Updates upon request at no additional cost. "Updates" shall mean certain new features as determined by Zencity, or fixes of minor errors in the Licensed Program which are incorporated in a new release of the Licensed Program.
1.4. Certain upgrades can bedelivered to Customer upon commercial terms and conditions to be agreed upon. "Upgrades" shall mean enhancements, new functionalities that are added into the Licensed Program.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1. Customer agrees not to, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Licensed Program, Documentation or data related to the Licensed Program, except to the extent such a restriction is limited by applicable law; modify, translate, or create derivative works based on the Licensed Program; or copy, reproduce, rent, lease, distribute, assign, sell, or otherwise dispose of the Licensed Program, in whole or in part, or otherwise commercially exploit, transfer, or encumber rights to the Licensed Program; or remove any proprietary notices.
2.2. Customer will use the Licensed Program only in compliance with all applicable laws and regulations (including, but not limited to, any export restrictions, surveillance and monitoring restrictions, and anyprivacy and data protection requirements).
2.3. Customer shall be responsible for obtaining and maintaining any equipment and other services needed to connect to, access, or otherwise use the Licensed Program and Customer shall also be responsible for (a) ensuring that such equipment is compatible with the Licensed Program, (b) maintaining the security of such equipment, user accounts, passwords and files, and (c) for all uses of Customer user accounts with or without Customer's knowledge or consent. To the extent Customer provides any Personal Data as defined below) of personnel forregistration purposes, Customer represents andwarrants that it has any right, license, consent, and power and it has provided any notice, al as required under applicable law, toprovide Zencity with suchPersonal Data and will be fully and solely responsible for providing onlyPersonal Data of personnel related to the Customer.
3. PROPRIETARY RIGHTS. Zencity retainsallright, title, and interest intheLicensedProgram, Documentationandany futuremodifications and enhancements thereof, and all intellectual property rights (including all past, present, and future rights associated with works of authorship, including exclusive exploitation rights, copyrights, and moral rights, trademark, and trade name rights and similar rights, trade secret rights, patentrights, and any other proprietary rights in intellectual property of every kind and nature) therein. Customer is granted only a limited right of use tothe Licensed Programand Documentationas set forth herein, which right of use is not coupled with an interest and is revocable in accordance with the terms of thisAgreement.
4. CONFIDENTIALITY. Each party (the "Receiving Party") agrees not to disclose (except as permitted herein) anyConfidential Information of the other party (the "Disclosing Party") without the Disclosing Party's prior written consent. "Confidential Information" means all confidential business, technical, and financial information of the disclosing party that is marked as " Confidential" or an equivalent designation or that should reasonably be understood to be confidential given the nature of the information and/or the circumstances surrounding the disclosure (including the terms of the applicable License Agreement). Zencity's Confidential Information includes, without limitation, the software underlying the Licensed Program and all Documentation. The Receiving Party agrees: (i) to use and disclose theConfidential Information only in connection with thisAgreement; and (ii) toprotect such Confidential Information using the measures that Receiving Party employs with respect to its own Confidential Information of a similar nature, but in no event with less than reasonable care. Receiving Party shall, before receipt or usage of such Confidential Information inform its personnel of Receiving Party's confidentiality obligations under this Agreement. Notwithstanding the foregoing, Confidential Information does not include information that: (i) has become publicly known through no breach by the Receiving Party; (ii) was rightfully received by the Receiving Party froma third partywithoutrestrictiononuseor disclosure; or (iii) is independently developed by the Receiving Party withoutaccess tosuchConfidentialInformation. Zencity acknowledges thatthisagreement, andanyexhibitsoramendmentsarepublicrecords subject todisclosure pursuant toCaliforniaPublic Records Act (PRA) Government Codes §6250-§6270. Notwithstanding theabove, the Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that prior written notice of such required disclosure and an opportunity to oppose or limit disclosure is given to the Disclosing Party, with the exception of Customer’s response toPRA requests.
5. DATA AND MATERIALS LICENSE.
5.1. Customer grants Zencity a non-exclusive, transferable, perpetual, worldwide, and royalty-free license to use any data or information provided by Customer for use in, by, or in connection with the Licensed Program, any information collected, and/or any analysis of any such information conducted by the Licensed Program.
5.2. Any content created by Customer and provided to Zencity for use in connection with the Licensed Program or other services provided by Zencity ("Customer Materials") shall be the sole property of the Customer. Customer hereby grants Zencity and its successors and assigns a perpetual, irrevocable, transferrable, worldwide, royalty-free, fully paid-up, and non-exclusive license under any of Customer's intellectual property, moral orprivacy rights touse, copy, distribute, display, modify and create derivative works of any Customer Materials for the provision of the services in accordance with the terms of this Agreement. The parties acknowledge that Zencity does not require any Personal Data to be provided in order to provide the Licensed Program and Customer undertakes that it shall not provide Zencity with any Personal Data as part of the Customer Materials. To the extent the Customer Materials shall include any Personal Data it shall be incidental and Customer shall be fully liable for such Personal Data in accordance with the terms of this Agreement and applicable law.
6. FEES.
6.1. The fees for the Licensed Program ("Fees") are set forth in the applicable License Agreement. Properly submitted invoices for which payment is not received within fourteen (14) days of the invoice due date shall accrue a late charge of 1.5% interest per month, compounding annually. The Fees are exclusive of any applicable taxes, which, if payable by Zencity, shall be billed to and paid by Customer, including any bank fees related to the Customer's wire transfer. Customer may not withhold or set-off any amounts from theFees. Forthe avoidance of doubt, discountsorcredits relating to any term defined in any OrderForm shallapply to said term only and shall not carryoverto any Renewal Term.
7. TERM & TERMINATION
7.1. This Agreement shall commence on the Effective Date and continue for the period of the Licensed Program purchased pursuant to any applicable and outstanding Order Form, including any renewal term, unless earlier terminated in accordance with this Section 7. In the event of any Renewal Term, theFees payable forthe Licensed Program shall be updated as specified in the Order Form. Either party may terminate this Agreement immediately by giving written notice to the other party if: (i) the other party breaches a material provision of this Agreement and fails to cure the breach within seven (7) days after being given written notice thereof; or (ii) the otherparty is judged bankrupt orinsolvent, makes ageneralassignment forthebenefit of itscreditors, atrustee orreceiver is appointed for such party; or any petition by or on behalf of such party is filed under any bankruptcy or similar laws.
7.2. Upon termination, Customer will pay in full for the Licensed Program up to and including the effective date of termination. Upon any termination of this Agreement: (a) the license of the Licensed Program hereunder shall immediately terminate; and (b) each party shall return to the other party or, at the other party's option, destroy all Confidential Information of the other party in its possession.
7.3. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
8. WARRANTY AND DISCLAIMER
8.1. Zencity represents and warrants that: (i) it has all right and authority necessary to enter into and perform this Agreement; and (ii) the Licensed Program shall perform in accordance with generally prevailing industry standards.
8.2. Customer represents and warrants that (i) it has all right and authority necessary to enter into and perform this Agreement; (ii) it owns all right, title, and interest in and to all data, including without limitation, any Personal Data that may be included therein, provided to Zencity (if any) for use in connection with this Agreement, or possesses the necessary authorization thereto; and (iii) Zencity's use of such data or materials including Customer Materials as contemplated hereunder will not violate the rights of any third party; (iv) ithasallright, license andconsentrequired toprovideZencitywiththeCustomer Materials, includingPersonal Data contained therein, if andto the extent provided in accordance withSection 5.2 above; (v) theCustomerMaterialsandZencity's use thereof in accordance with the terms of this Agreement does not and will not infringe upon any third party's right; and (vi) it shall at all times use the Licensed Program in compliance with applicable law. "Personal Data" have the definition ascribed to it by the General DataProtection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 ("GDPR")) or any parallel term in the jurisdiction in which the Licensed Program is being used.
8.3. ZENCITY DOES NOT WARRANT THAT USE OF THE LICENSED PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES IT MAKE ANY WARRANTYAS TO THE RESULTS THAT MAY BE OBTAINED FROM USEOFTHELICENSED PROGRAM. EXCEPT AS SET FORTH INTHISSECTION 8, THELICENSED PROGRAM ISPROVIDED "ASIS" AND ZENCITY DISCLAIMS ALLWARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ZENCITY DOES NOT WARRANT THAT ANY OR ALL FAILURES, DEFECTS OR ERRORS WILL BE CORRECTED, OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED PROGRAM WILL MEET CUSTOMER’S REQUIREMENTS.
8.4. To the extent the Licensed Program or any services provided by Zencity hereunder are provided through or in connection with any third-party services, Zencity shall not have any responsibility for any technical issues or limitations resulting from the use of such third-party service, including actions of Zencity on such third-party service taken on behalf of and at the instruction of Customer.
Customer acknowledges and agrees that use of any third-party service shall be in accordance with such third party's terms and privacy policy.
9. LIMITATION OF LIABILITY. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND
EMPLOYEES, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR RELATED TERMS AND CONDITIONS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA (EXCEPT AS OTHERWISE SET FORTH IN SECTIONS 2.3 AND 5.2) OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY MATTER BEYOND SUCH PARTY'S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OFSUCH LOSS OR DAMAGE. INNO EVENTSHALL EITHER PARTY'SAGGREGATE, CUMULATIVE LIABILITYFOR
ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO ZENCITY (OR, IN THE CASE OF CUSTOMER, PAYABLE) FOR THELICENSED PROGRAM UNDER THISAGREEMENT INTHE12 MONTHS PRIOR TOTHEACT THAT GAVE RISE TO THE LIABILITY.
10. CONFLITOFINTEREST. Zencity acknowledges, represents andwarrants that Zencity shall avoid allconflictsofinterest (asdefined under any federal, state or local statute, rule or regulation, or at common law) with respect to thisAgreement. Zencity further acknowledges, represents and warrants that Zencity has no business relationship or arrangement of any kind with any City official or employee with respect to this Agreement. Zencity acknowledges that in the event that Zencity shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect tothis Agreement, all consideration received under this Agreement shall be forfeited and returned to Customer forthwith. This provision shall survive the termination of this Agreement for one (1) year.
11. INSURANCE. Zencity will, at its expense, maintain at all times during the terms of this Agreement, general liability insurance and/or a program of self-insurance for property damage and bodily injury to cover the performance under this Agreement. In no event shall the insurance limits be less than $1,000,000 per occurrence for property damage and bodily injury. The policy shall be obtained from an insurerlicensed to do business in the State of New York and the insurer shall have anA.M. Best Rating of no less than B+. Each insurance policy will name Customer as additional insured and will contain a clause requiring the insurer to give Customer at least 30 days prior written notice of any material alteration in the terms of such policy or cancellation. If Zencity is self-insured and cannot provide a Certificate of Insurance naming Customer as additional insured, then a statement must be submitted by Zencity’s authorized signatory, risk manager, or principal indicating the same. Within thirty (30) days of execution of thisAgreement, Zencity will deliver to Customer a certificate evidencing such insurance.
12. MISCELLANEOUS. Capitalized terms not otherwise defined in these Terms and Conditions have the meaning set forth in the applicable License Agreement. Neither party shall be held responsible or liable for any losses arising out of any delay or failure in performance of any part of this Agreement, other than payment obligations, due to any act of God, act of governmental authority, or due to war, riot, labor difficulty, pandemic, failure of performance by any third-party service, utilities, or equipment provider, or any other cause beyond thereasonable control ofthepartydelayed orprevented fromperforming. Zencity shall havetherighttouse anddisplayRedondoBeach Police Department's logo for marketing and promotional purposes in connection with Zencity's website and marketing materials, subjecttoCustomer's express written permission (as provided toZencity) Ifanyprovision ofthisAgreement is foundtobeunenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable or transferable by either party without the other party's prior written consent, provided however that either party mayassign this Agreement to a successor toall or substantially all of its business or assets. This Agreement (including the License Agreement) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels allprevious written and oral agreements, communications, and otherunderstandings relating tothe subjectmatterofthisAgreement. Allwaivers andmodifications must bein awriting signed byboth parties. Noagency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day afterit is sent if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
This Agreement shall be construed in accordance with the laws of theState of California without regard to principles of conflicts of law.
Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District. Any claim by Zencity against Customer hereunder shall be subject to California Government Code §§ 800 et seq. Customer warrants and represents that upon City Council approval, the Mayor of the City of Redondo Beach is duly authorized to enterintoand execute thisAgreement on behalf of City. The party signing on behalf ofZencity warrants and represents that he or she is duly authorized to enter into and execute this Agreement on behalf of Zencity, and shall be personally liable to Customer if he or she is not duly authorized to enterinto andexecute thisAgreement on behalf ofZencity. Further, no official or employee of Customer shall be personally liable for any default orliability under this Agreement. 03/09/2021
Professional Risk Solutions, Inc.
37 Walker Ave.
Suite 200
Baltimore MD 21208
Illana Goldfinger
410) 486-2400 ( 410) 486-2998
[email protected]
Zencity Technologies Us Inc / Zencity Technologies LTD
1313 N Market St Ste 5100
Wilmington DE 19801
Twin City Fire 29459
CL213306155
A 30SBMTY0198 03/07/2021 03/07/2022
2,000,000
1,000,000
10,000
2,000,000
4,000,000
4,000,000
Certificate Holder is Additional Insured
30 day notice of cancellation
City of Redondo Beach
415 Diamond Street
Redondo Beach CA 90277
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:
CONTACT
A/C, No):
FAX
E- MAILADDRESS:
PRODUCER
A/C, No, Ext):
PHONE
INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. Astatement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
Per accident)
Ea accident)
N / A
SUBR
WVD
ADDL
INSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLY
NON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
STATUTEPER EROTHMM/DD/YYYY) LIMITS(
POLICY EXP(
MM/DD/YYYY) NUMBERTYPE EFFPOLICY POLICY INSURANCELTRINSR OF DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $ EACH OCCURRENCE
AGGREGATE
OCCUR
CLAIMS-MADE
DED RETENTION $
PRODUCTS - COMP/OP AGG
GENERAL AGGREGATE
PERSONAL & ADV INJURY
MED EXP (Any one person)
EACH OCCURRENCE
DAMAGE TO RENTED $
PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'LAGGREGATE LIMITAPPLIES PER:
POLICY
PROJECT LOC
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
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