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CUSTOMER ORDER FORM
Customer Name: City of Redondo Beach Contact: Captain Jeff Mendence Address: 401 Diamond Street
Redondo Beach CA 90277 Phone: 310-379-2477
Email: [email protected] Fax: [email protected] . . Effective Date: July 21, 2026
Term: The Term shall commence on the Effective Date and continue for one (1) year (the “Term"), unless earlier terminated in accordance with Section 11. The first 60 days of the Term shall constitute a trial period (the "Trial Period") During the Trial Period, Customer may terminate at no cost or liability pursuant to Section 11.2.3.
Service Fee: No fees during the Trial Period. Following the Trial Period (if not terminated), $50 per person per month for the remainder of the Term.
Users: For Trial, it is limited to 100 users. Adding more users during the Trial Period will end the Trial Period and commence the full term.
Onboarding and Training Services: Barricade AI will provide Customer with an introductory training session that provides an overview of the Service, background on accessible data sources as of the Effective Date and an introduction to the AI assistance of the Service. Barricade AI will provide additional training, including refresher sessions and advanced training modules, from time to time upon mutual agreement of the parties.
Professional Services: The service will include AI platform web application CODE 10-8. Customer will be responsible for obtaining any third-party consents and paying any fees related to the use. Any additional data integrations or new functionality shall be subject to mutual written agreement of the parties, including with respect to fees. All data integration services, or new functionality and corresponding fees will be set forth in an SOW.
For clarity, Barricade AI will provide any other Professional Services and additional data integration services in accordance with Section 2.4 of the Terms and Conditions.
Barricade AI services are provided subject to the terms set forth above on this Order Form together with the attached terms and conditions (the "Terms and Conditions," and together with this Order Form, the "Agreement"). Any capitalized term used in this Order Form but not defined herein shall have the meaning ascribed to it in the Terms and Conditions.
By signing this Order Form, Barricade AI and Customer each agree to the terms and conditions set forth in this Agreement.
In the event of any conflict between this Order Form and the Terms and Conditions, the terms of this Order Form shall govern to the extent of such conflict. This Order Form may be executed in counterparts (which may be delivered by electronic mail of .pdf files), each of which counterparts, when so executed and delivered, shall be deemed to be an original, and all which counterparts, taken together, shall constitute one and the same instrument.
Barricade AI, Inc. Customer:
By: ________
Edward Choudhry, CEO
By: ________
James A. Light, Mayor
Attest:
By: ________
Eleanor Manzano, City Clerk
Approved:
By: ________
Diane Strickfaden, Risk Manager
Approved as to form:
By: ________
Joy A. Ford, City Attorney
7/15/2026 | 4:19 PM PDT
3 TERMS AND CONDITIONS
These Terms and Conditions govern the provision of the
services described on the attached Order Form ("Order
Form") by Barricade AI, Inc. ("Barricade") to you
("Customer" means the entity identified as such on the Order Form that has executed this Agreement with Barricade,
which may include “Town” or “City”.). By executing an
Order Form with Barricade, Customer agrees to be bound by these Terms and Conditions.
1. Definitions.
"CJIS Security Policy" means the FBI CJIS Security
Policy document as published by the FBI CJIS Information Security Officer, currently located at
https://www.tbi.gov/services/cjis/cjis-security-policyresource-center. "Criminal Justice Information Services Division" or
"CJIS" means the FBI division responsible for the collection, warehousing, and timely dissemination of relevant criminal justice information to the FBI and to qualified law
enforcement, criminal justice, civilian, academic,
employment and licensing agencies.
"Customer Data" means any of Customer's data,
information, documents, or electronic files that are provided to Barricade via the Services or otherwise in connection with this Agreement, including any databases Customer procures from third party vendors for Barricade's integration with the Service.
"Documentation" means the materials supplied by Barricade hereunder, in any media, including all installer's, operator's and user's manuals, training materials, guides, functional or technical specifications or other materials for use in
conjunction with the Service.
"Professional Services" has the meaning specified m
Section 2.4.
"Service" means Barricade's web applications that assist Users with report writing and other administrative
operations. For purposes of this Agreement, the Service is exclusive of Professional Services that may be rendered upon mutual agreement of the parties in accordance with Section
2.2. "SOW" has the meaning specified in Section 2.4.
"Third Party Data" means any third-party databases that Barricade licenses from third party vendors and makes
accessible via the Service. For clarity, Third Party Data does not include any Customer Data.
"Users" means the individuals authorized by Customer to use the Service in accordance with the terms in the Order Form (including number and type of individuals who may
access the Service) and that have been supplied user
identifications and passwords by Barricade.
2. Provision of the Service and Additional Services.
2.1 Service. During the Term and subject to the terms
and conditions of this Agreement, Barricade shall provide Customer with the right to: (a) access and use the Service for up to the number of Users set forth in the Order Form, and (b) to download and reproduce the applicable
Documentation solely for internal use in association with the Service. In addition, Barricade shall provide Customer with (i) authentication credentials for individual Users upon written request from authorized personnel of
Customer, (ii) onboarding and training services as set forth in the Order Form ("Onboarding and Training
Services"), (iii) telephone and standard technical support to Customer ("Technical Support"). Access during the Trial Period shall be subject to the limitations in the Order Form.
2.2 Performance Standards/Description of System.
The Service to be provided includes integrating the
technology and Customer Data sources listed under
Professional Services on the Contract Order Form so that an individual User can access all that Customer Data using a web application and the Customer can analyze and
prepare reports with the aggregated information.
2.3 Response Time. Customer operates 24/7 as a
police department or other public safety agency. Services shall be operational at least 98.5% of the time (excluding scheduled maintenance performed outside of normal
business hours). Technical Support requires Barricade to acknowledge a problem with the Service or its application by notifying the Customer Contact on the Customer Order Form as soon as possible but not more than 3 hours from Customer notifying Barricade of the problem. If such
problem materially affects the current use of the Service, then Barricade shall also contact the main contact identified in the Customer Order Form. Barricade shall then outline the steps to be taken to ensure that the data is available and the Services operational at least 98.5% of the time
(excluding scheduled maintenance performed outside of
normal business hours). If Barricade fails to meet the 98.5% availability commitment in any calendar month (excluding scheduled maintenance outside normal business hours),
Customer shall be entitled to a service credit equal to the fees paid for the affected month, prorated by the percentage shortfall. Chronic failure (one month in any rolling six month period) constitutes a material breach.
2.4 Professional Services. Except as set forth in the
Order Form, in the event that Customer requests that
Barricade perform data integration, configuration or
4 implementation services regarding the Service, including integration of Customer Data or Third-Party Data and
creation of specific modifications to the Service (but
excluding any Onboarding and Training Services),
Barricade will discuss the scope and fees for such services and, if agreed, such work will be performed pursuant to a statement of work executed by the parties and referencing this Agreement that describe such scope and fees (an
"SOW," and such services, the "Professional Services").
Any fees associated with the Professional Services shall be set forth in the applicable SOW and Customer shall pay
such fees in accordance with Section 4.2 below.
Professional Services shall also include at no additional costs Barricade's assistance in responding to ordinary and customary Public Records Act requests and subpoenas.
2.5 Access and Policies. Customer will permit
Barricade access to Customer's offices and any other
facilities necessary for Barricade to provide the Service, Onboarding and Training Services, Technical Support, and any Professional Services. Barricade agrees to, and cause its personnel to, abide by Customer's facilities access, and use policies as provided by Customer to Barricade in writing in advance of any on-site visits. Customer will also permit and enable Barricade to have offsite access to Customer Data and the Customer's production platform for the Service to provide the Service, Technical Support and Professional Services. Barricade agrees to comply with the CJIS Security Policy in connection with its access to Customer Data,
including CJIS-defined policies for remote access.
3. Use of Service.
3.1 Users. Customer may grant access to the Service to
only the number and type of Users specified on the Order Form. Customers shall ensure that its Users do not share or transfer their User credentials to other Customer employees or any other individuals.
3.2 Customer Responsibilities. Customer is
responsible for all activities that occur under User accounts.
Customer also shall: (a) ensure it has all rights necessary for Barricade to integrate the Customer Data with the Service; (b) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (c) prevent unauthorized access to, or use of, the Service, and notify Barricade immediately of any unauthorized access or use; and (d) comply with all
applicable laws in using the Service. Customer agrees to provide its Users with the applications necessary to run the Service as set forth in the Documentation.
3.3 Use Restrictions. Customer shall use the Service
solely for its internal business purposes in accordance with this Agreement. Customer shall not, and shall ensure Users do not knowingly: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party; (b) send spam or otherwise duplicative or
unsolicited messages via the Service; (c) send or store infringing or unlawful material; (d) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (e) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (f) attempt to gain unauthorized access to the Service or its related
systems or networks.
Barricade shall not: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit Customer Data except as provided in Section 6.1; (b) send spam or otherwise duplicative or
unsolicited messages via the Service; (c) send or store infringing or unlawful material; (d) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (e) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (f) attempt to gain unauthorized access to the Service or its related systems or networks
3.4 CJIS Requirements. Customer certifies that it and
its Users will comply with the following CJIS requirements:
(a) Customer agrees to use training, policy and procedures to ensure Users use proper handling, processing, storing and communication protocols for Customer Data and any Third Party Data; (b) Customer agrees to protect the Service and any Third Party Data by monitoring and auditing staff user activity to ensure that it is only within the purview of system application development, system maintenance and the
support roles assigned; (c) Customer will only provide
access to the Service and any Third Party Data through
Customer managed role-based access and applied sharing rules configured by Customer; (d) Customer agrees to
perform independent employment background screening for its staff at Customer's own expense; and (e) Customer agrees to reinforce staff policies for creating User accounts with only one Customer domain email address for each User,
with exceptions only as granted in writing by Barricade.
Barricade certifies that it and its employees, agents, and subcontractors will remain in compliance with CJIS
requirements including but not limited to the following CJIS requirements: (a) Barricade agrees to use training, policy and procedures to ensure proper handling, processing,
storing and communication protocols for Customer Data and any Third Party Data; (b) Barricade agrees to protect the Service, Customer Data and any Third Party Data by
monitoring and auditing activity to ensure that it is only within the purview of system application development,
system maintenance and the support roles assigned; (c)
Barricade shall only provide access to the Service and any Third-Party Data through Customer-managed role-based
access and applied sharing rules configured by Customer; 5 (d) Barricade agrees to create and retain for 26 months activity transaction logs to enable auditing by Customer, CJIS and any Third-Party Data owners; and (e) Barricade agrees to perform independent employment background
screening for its staff per CJIS requirements at Barricade's own expense.
3.6 Operation Restrictions. Customer acknowledges that
it may be dangerous to operate a moving vehicle while
attempting to operate a laptop, mobile device, or other touch screen and any of their applications. Customer agrees that the Users will be instructed to only utilize the interface for the Service at times when it is safe to do so. Barricade is not liable for any accident or loss caused by or resulting from any distraction from viewing the screen while operating a moving vehicle.
3.7 Transition. In the event Barricade becomes subject
to bankruptcy or similar proceedings or otherwise ceases to provide the Service during the term of this Agreement, in each case without a successor entity, Barricade shall at no charge to Customer (i) provide all Customer Data in
Barricade's possession to Customer in an industry-standard format and (ii) provide Customer assistance as reasonably necessary to facilitate Customer's transition to another provider of services.
3.8 Customer Logo. Barricade may use Customer's name
and logo in Barricade's lists of customers during the term of the Agreement only provided that such use will comply with any standard trademark guidelines provided by Customer to Barricade.
4. Fees & Payment.
4.1 Fees. Customer shall pay the fees for the Service as specified in the Order Form and in any SOWs. For clarity, no fees shall accrue or be payable during the Trial Period, as defined in the Order Form.
4.2 Payment Terms. Except as set forth on the Order
Form, Customer shall pay all fees within thirty (30) days of Barricade issuing an invoice., subject to Customer's lawful appropriation and availability of funds. Customer represents that funds have been appropriated for the Term as set forth in the Order Form.
4.3 Taxes. If Barricade has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Barricade with a valid tax exemption certificate authorized by the
appropriate taxing authority.
5. Proprietary Rights.
5.1 Barricade Applications. The Service includes (a)
Use of the Barricade name, the Barricade logo, and other trademarks and service marks in accordance with this
Agreement; (b) audio and visual information, documents, software and other works of authorship, including training materials; (c) other technology, including graphical user interfaces, workflows, products, processes, algorithms, knowhow and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or
information provided by Barricade under this Agreement; and (d) the work product or other results of Professional Services (collectively, "Barricade Applications"). Barricade owns and shall retain all rights in the Barricade Applications. Other than as expressly set forth Section 5.2 below, no license or other rights in or to the Barricade Applications or related intellectual property rights are granted to Customer or Users, and all such licenses and rights are hereby expressly reserved to Barricade. For clarity, "Barricade Applications" does not include Customer Data.
5.2 License Grant. Barricade grants Customer,
during the term of this Agreement, a worldwide, nonexclusive, non-transferable (except in accordance with Section 12.6), non-sublicensable right to access and use the Service, and to permit the number and type of Users
specified on the Order Form the right to access and use the Service during the terms of the applicable User
subscriptions, in each case solely in accordance with the terms of this Agreement.
5.3 License Restrictions. Customer shall not (a)
modify, copy or create derivative works based on the
Service or Barricade Applications; (b) create Internet
"links" to or from the Service, or "frame" or "mirror" any content forming part of the Service, other than on
Customer's own intranets; or (c) disassemble, reverse
engineer, or decompile the Service or Barricade
Applications; or (d) access the Service in order to (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions or graphics of the Service, or (iii) copy any ideas, features, functions or graphics of the Service.
6. Data Access, Sharing and Security.
6.1 Customer Data. Customer owns Customer Data.
Barricade may access, reproduce, and use Customer Data
to provide the Service, including to provide Technical
Support, Onboarding and Training Services and any
Professional Services. Customer agrees that Barricade may generate technical logs, data, and insights about Customer's usage of the Service (e.g., frequency of logins) and may use such logs, data and insights in aggregated and anonymized form that does not individually identify any person or
entity, including Customer or its Users ("Aggregated
Data") for Barricade's internal business purposes and to operate and improve Barricade's proprietary software
services Upon request, Barricade shall provide such logs, 6 data, insights, or Aggregated Data to the City.
6.1.1 Prohibited Uses: Barricade shall not use raw
Customer Data to train artificial intelligence models,
machine learning algorithms, or large language models, nor shall it store, reproduce, or use Customer Data in any
manner that would allow reconstruction of the original
Customer Data for training purposes.
6.1.2 Permitted Uses: Barricade may: (i) Generate
anonymized embeddings, vectors, and mathematical
representations derived from Customer Data; (ii) Use such embeddings and representations to train and improve
Barricade's AI models, algorithms, and Services; (iii) Use aggregated, de-identified usage patterns and metadata that cannot be reverse-engineered to reveal Customer Data or identify specific individuals; (iv) Train models on the structure, format, and statistical properties of Customer Data without retaining the underlying content.
6.1.3 Technical Safeguards: Any embeddings or
representations created under Section 6.1.2 must be: (i) Technically incapable of reconstructing the original
Customer Data; (ii) Stripped of all personally identifiable information (PII) and criminal justice information (CJI); (iii) Generated using one-way transformations that prevent reverse engineering. (d) CJIS Compliance: All data
processing under this section shall comply with CJIS
Security Policy requirements. Customer Data shall be
processed only within CJIS-compliant infrastructure, and no Customer Data shall leave such infrastructure for training purposes. Barricade may isolate specific Customer Data
solely to address an imminent and demonstrable security threat, and only to the minimum extent necessary, provided Barricade (i) gives Customer prompt notice (and in any
event within four (4) hours), (ii) cooperates in good faith to restore access as quickly as possible, and (iii) documents the basis for the suspension and remediation steps. Any
isolation lasting more than twenty-four (24) hours
constitutes a material breach unless caused by Customer systems or Customer-directed configuration.
6.1.4 Notwithstanding the foregoing, any processing of
Customer Data containing Criminal Justice Information
(CJI) as defined by CJIS Security Policy shall: (a) Occur only within CJIS-compliant infrastructure; (b) Be
performed only by personnel who have completed CJIS
background checks; (c) Not result in CJI leaving the CJIScompliant environment unless fully anonymized such that it no longer meets the definition of CJI; (d) Comply with all applicable CJIS audit and logging requirements. For clarity, nothing in this Section permits use of CJI or any derivatives of CJI (including any embeddings, vectors, representations, logs, metadata, or outputs derived from CJI) outside CJIS compliant infrastructure. If Customer Data does not contain CJI, Barricade may use deidentified, non-reconstructable derivatives solely as permitted under Sections 6.1.2 through
6.1.3. 6.2 CJIS Security Policy. Barricade has implemented procedures to allow for adherence to the CJIS Security
Policy. The hosting facility for the Service uses access control technologies that meet or exceed CJIS requirements.
In addition, Barricade has installed and configured solid network intrusion prevention appliances for adherence to CJIS requirements. Barricade shall execute any documents required to comply with CJIS or other non-disclosure
restrictions regarding Customer Data required to comply with applicable law, including but not limited to CLETS requirements.
Barricade shall obtain Customer's written approval to use any hosting facility other than Azure Government Cloud at Microsoft or Amazon Government Cloud or their
successors. Barricade shall notify Customer if it changes from one approved cloud provider to another approved
cloud provider.
6.3 Third Party Data. Any Third-Party Data that
Barricade may provide via the Service is governed by the third-party owner's retention policy. Barricade does not provide any warranties with respect to any Third-Party Data and Barricade may choose to terminate the provision of any Third Party Data via the Service if Barricade's applicable rights to such Third Party Data terminate or the provision of such data may be harmful to the Service, as determined by Barricade in its reasonable discretion.
6.4 Preservation of Customer Data. Barricade shall
retain and preserve Customer Data in accordance with
Customer's reasonable instructions and requests, including without limitation any retention schedules and/or litigation hold orders by the Customer to Barricade, independent of where the Customer Data is stored. Barricade shall
implement Customer-directed litigation holds within five (5) business days of notice, and shall confirm
implementation in writing. Barricade shall not delete or alter held data until Customer releases the hold in writing.
7. Confidentiality.
7.1 Definition of Confidential Information. (a)
"Confidential Information" means all confidential and
proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is either: (i) clearly marked as "Confidential" at the time of disclosure; (ii) if disclosed orally, identified as confidential at the time of disclosure and confirmed in writing as confidential within fifteen (15) days of disclosure; or (iii) would be reasonably understood to be confidential given the nature of the information and the circumstances of disclosure. (b) Customer Data
Classification: All Customer Data shall be presumed
confidential unless explicitly designated as non-confidential by Customer. Customer shall be responsible for designating and marking data as "Confidential" or "Non-Confidential" 7 at the time of submission to Barricade. For any Customer Data not explicitly marked, the following rules apply: (i) Personal identifying information, including but not limited to names, addresses, phone numbers, email addresses, and government IDs shall always be treated as Confidential
Information; (ii) Body camera footage and similar
recordings shall be presumed confidential unless explicitly designated as non-confidential by Customer; (iii) Data
requiring redaction under applicable law shall be treated as Confidential Information. (c) Confidential Information
includes, but is not limited to, the Service, the
Documentation, the Barricade Applications, business and marketing plans, technology and technical information,
product designs, and business processes. (d) The Agreement between the Customer and Barricade is a public record.
7.2 Confidentiality. The Receiving Party shall not
disclose or use any Confidential Information of the
Disclosing Party except to perform its obligations or
exercise its rights under this Agreement, except with the Disclosing Party's prior written permission on a case-bycase basis. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and strictly confidential information of like kind. If the Receiving Party is compelled by law (including the California Public Records Act (“CPRA”)) or legal
process to disclose Confidential Information of the
Disclosing Party, the Receiving Party shall (to the extent legally permitted) provide prompt written notice to the Disclosing Party sufficient to allow it to seek a protective order or other appropriate remedy. For CPRA requests
involving Customer Data, Barricade shall not produce
records without Customer’s written direction, except to the extent legally required. Customer owns Customer Data.
7.3 Exceptions. The parties' obligations in Section 7.2 shall not apply to any information that: (a) is or becomes publicly available without breach of any obligation owed to the
Disclosing Party; (b) was known to the Receiving Party
prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is rightfully obtained by the Receiving Party from a third party without restriction on use or disclosure and without breach of any obligation owed to the Disclosing Party; (d) is required to be disclosed pursuant to applicable law, rule, regulation, subpoena, or court order, including without limitation the California Public Records Act (California Government Code Section 7920.000 et seq.); (e) is
disclosed pursuant to any rule, order, referral, or request of Customer’s City Council within the scope of its lawful
authority; or (f) is disclosed as part of Customer’s
customary contract approval process.
7.4 Remedies. If the Receiving Party discloses or uses
(or threatens to disclose or use) any Confidential
Information of the Disclosing Party in breach of this
Section 7, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that such unauthorized
disclosure or use may cause irreparable harm to the
Disclosing Party for which any other available remedies are inadequate.
8. Warranties & Disclaimers.
Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
Barricade represents and warrants that: (1) it will provide the Service in a professional manner consistent with
general industry standards; (2) it has title to, or other rights to use, the Services and software; (3) it has not and will not enter into agreements and will not take or fail to take action that causes its legal right or ability to grant such licenses to be restricted, that the Services will be free from all
significant defects that impede the primary function of the Services. Barricade will repair or replace any Services with significant defects during the Term of the Agreement.
DISCLAIMER OF WARRANTIES. EXCEPT AS
EXPRESSLY SET FORTH IN SECTION 8, THE
SERVICE IS PROVIDED 'AS IS' AND BARRICADE
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO
IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. BARRICADE DOES NOT
WARRANT THAT THE SERVICE WILL BE
UNINTERRUPTED OR ERROR-FREE.
9. Indemnification and Insurance.
9.1 Indemnification by Barricade. Barricade shall at
its expense defend, indemnify and hold harmless Customer and its officers, officials directors, employees, and its agents ("Customer Indemnified Parties") against any demands,
claims, actions, litigation, or other proceedings, liability, damages, and other costs made or brought against any
Customer Indemnified Party by a third party that arise out of, (i) any breach by Barricade of the terms and conditions of this Agreement, (ii) any actual or alleged infringement, misappropriation, or violation of a third party’s intellectual property rights by the Service or Barricade Applications as provided by Barricade and used in accordance with this
Agreement, (iii) Barricade’s gross negligence or willful misconduct, (iv) any breach by Barricade of data security obligations under CJIS (each, a "Customer Claim"), or (v) any violation of law by Barricade, and shall pay any
damages finally awarded by a court or agreed to by
Barricade in a settlement with respect to such Customer Claim; provided, that Customer (a) gives written notice of 8 the Customer Claim to Barricade; (b) gives Barricade sole control of the defense and settlement of the Customer
Claim, provided that Barricade may not agree to any
settlement that imposes any liability or obligation on
Customer, or restricts Customer’s operations without
Customer’s prior written consent; and Barricade shall keep Customer reasonably informed of material developments;
(c) provides to Barricade, at Barricade's cost, all reasonable assistance. Barricade shall have no obligation under this Section 9.1 or otherwise regarding claims that arise from or relate to (i) Customer's use of the Service other than as contemplated by this Agreement, (ii) any modifications to the Service made by any entity other than Barricade or (iii) any breach of this Agreement by Customer or its Users. If in Barricade's opinion a Customer Claim is likely to be made, or if an existing Customer Claim may cause
Barricade liability, Barricade may in its discretion (a) obtain a license to enable Customer to continue to use the
potentially infringing portion of the Service, (b) modify the Service to avoid the potential infringement, or (c) if the foregoing cannot be achieved after using reasonable
commercial efforts, terminate the Agreement or the license to the infringing portion of the Service and refund the amount of any pre-paid fees applicable to the portion of the terminated Services to be provided after the termination date.
9.2 Insurance.
9.2.1. General, Automotive, and Employer's Liability,
and Workers' Compensation Provisions. On or before
beginning any of the services or work called for by any term of this Agreement, Barricade, at its own cost and
expense, shall carry, maintain for the duration of the
agreement, and provide proof thereof that is acceptable to the City the insurance specified herein below with
insurers and under forms of insurance satisfactory in all respects to the City. If Barricade maintains higher limits than the minimums shown above, Customer shall be
entitled to coverage for the higher limits.
General Liability: $2,000,000 each occurrence/$4,000,000 aggregate for bodily injury, personal injury, and property damage, including operations, products and completed
operations.
Cyber Insurance & Privacy policy: $1,000,000 per
occurrence shall include coverage for losses sustained
from a data breach, including investigation, notification, damages, credit monitoring for at least two years. This shall be a separate policy or included in Barricade's
general liability or professional liability coverage.
Automotive Liability: $1,000,000 per accident for
bodily injury and property damage for owned, hired and
non-owned vehicles.
Workers' Compensation: as Required by the State of
California and Employers' Liability of $1,000,000
bodily injury. The Workers' Compensation policy shall
be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant, its
employees, agents, and subcontractors.
Professional Liability: $1,000,000 combined single
limit
9.2.2 The General Liability and Automobile
Liability policies are to contain, or be endorsed to
contain, the following provisions:
• The City, its officers, officials,
employees, and volunteers are to be covered as
insureds with respect to liability arising out of
automobiles owned, leased, hired, or borrowed by
Barricade and with respect to liability arising out
of work or operations performed by or on behalf
of Barricade including materials, parts or
equipment furnished in connection with such
work or operations.
• For any claims related to this project,
Barricade's insurance coverage shall be primary
insurance as respects the City, its officers,
officials, employees, and volunteers.
• Each insurance policy required by this
clause shall be endorsed to state that coverage
shall not be canceled, except after thirty (30)
days prior written notice has been provided to
the Customer.
9.2.3 Barricade shall require and verify that all
subcontractors maintain insurance meeting all
the requirements stated herein.
10. Limitation of Liability.
10.1 Exclusion of Consequential and Related Damages.
IN NO EVENT SHALL EITHER PARTY HAVE
ANY LIABILITY TO THE OTHER PARTY FOR
ANY LOST PROFITS, LOSS OF USE, COSTS OF
PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, OR FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, MULTIPLE,
EXEMPLARY, PUNITIVE, OR
CONSEQUENTIAL DAMAGES HOWEVER
CAUSED AND, WHETHER IN CONTRACT,
TORT OR UNDER ANY OTHER THEORY OF
LIABILITY, WHETHER OR NOT THE PARTY
HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGE.
10.2 EXCEPT FOR BARRICADE’S OBLIGATIONS
9 UNDER SECTION 9.1, BARRICADE’S TOTAL
LIABILITY ARISING OUT OF OR RELATING
TO THIS AGREEMENT SHALL NOT EXCEED
THE AMOUNTS RECEIVED BY BARRICADE
UNDER THIS AGREEMENT DURING THE
PRECEDING TWELVE (12) MONTHS.
10.3 NOTWITHSTANDING THE FOREGOING,
BARRICADE’S LIABILITY FOR ITS
OBLIGATIONS UNDER SECTION 9.1 SHALL
BE UNCAPPED.
11. Term & Termination.
11.1 Term of Agreement. This Agreement commences
on the Effective Date listed on the Order Form and continues for the duration of the term set forth on the Order Form ("Term"), unless earlier terminated in accordance with
Section 11.2. Unless otherwise set forth in the Order Form, this Agreement shall renew only upon mutual written
agreement of the parties executed prior to expiration of the then-current Term.
11.2 Termination.
11.2.1 Customer may terminate this Agreement at
the end of the Term by notifying Barricade in writing
thirty (30) days prior to the termination date. A party may terminate this Agreement for cause upon thirty
(30) days written notice of a material breach by the
other party if such breach remains uncured at the
expiration of such period. Barricade shall not
terminate this Agreement for cause or suspend
Services without a meeting occurring between
Barricade's CEO and Customer's Chief of Police to
negotiate in good faith the resolution of the dispute.
Termination shall not relieve Customer of the
obligation to pay any fees accrued or payable to
Barricade prior to the effective date of termination;
nor relieve Barricade of assisting Customer with any
transitions with its operations. For termination due
to breach by Barricade, Barricade will refund
Customer a pro-rated amount of the Service Fee
within thirty (30) days of invoice issue date.
11.2.2 Trial Period Termination. Notwithstanding
Sections 11.2.1, during the Trial Period (as
defined in the Order Form), Customer may
terminate this Agreement for any reason or
no reason, without any cost, fee, penalty, or
liability, by providing written or email
notice to Barricade at least 5 business days
prior to the end of the Trial Period, in
accordance with Section 12.4. Such
termination shall be effective as of the date
specified in the notice, provided it is within
the Trial Period. Upon termination under
this Section 11.2.2: (a) Customer’s access
to the Service shall cease immediately; (b)
Barricade shall refund any prepaid fees
applicable to the Trial Period, if any, within
(30) days; (c) neither party shall have any
further obligations or liabilities under this
Agreement, except for those that expressly
survive termination as set forth in Section
11.4; and (d) Barricade shall comply with
its data return and deletion obligations
under Section 11.3. For the avoidance of
doubt, adding more the number of Users
during the Trial Period, as specified in the
Order Form, shall immediately end the Trial
Period and trigger the full Term with
applicable fees. Terminations shall be
governed by Sections 11.2.1 or 11.2.2, as
applicable.
11.3 Data. Upon expiration or termination of this
Agreement, Barricade shall have no obligation to maintain or provide any Customer Data or Third-Party Data. Unless legally prohibited, Barricade shall delete all Customer Data in its systems or otherwise in its possession or under its control, but only after providing Customer at least ninety (90) days’ prior written notice and complying with any
Customer-directed retention schedules or litigation holds.
Any destruction shall be performed in compliance with the CJIS Security Policy requirements and shall be
documented by a written certificate of destruction
identifying the categories of data destroyed, method, and date. However, Barricade shall preserve Customer Data
subject to Customer-directed retention schedules and
litigation holds until released by Customer in writing.
11.4 Survival. The following provisions shall survive
termination or expiration of this Agreement: Sections 3.7, 4 (excluding fees accrued during the Trial Period), 5
(excluding Section 5.2), 6.1, 6.2, 6.3, 7, 8, 9.1, 10, 11.3,
11.4, and 12.
12. General Provisions.
12.1 Relationship of the Parties. This Agreement does
not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
There are no third-party beneficiaries to this Agreement.
12.2 Force Majeure. Neither party shall be liable by
reason of any failure or delay in performance of its
obligations under this Agreement (except for the payment of money) on account of events beyond the reasonable
control of such party, which include Internet denial ofservice attacks, strikes, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism,
governmental action, and earthquakes (each, a "Force
Majeure Event"). Upon the occurrence of a Force Majeure 10 Event, the non- performing party will be excused from any further performance of its obligations affected by the Force Majeure Event for so long as the event continues, and such party continues to use commercially reasonable efforts to resume performance.
12.3 Federal Government. Any use, copy or
disclosure of the Service by the U.S. Government is subject to restrictions as set forth in this Agreement and as
provided by DFARS 227.7202-l(a) and 227.7202-
3(a)(1995), DFARS 252.227-7013(c)(l)(ii)(October 1998), FAR 12.212(a)(1995), FAR 52.227-19, or FAR
52.227(ALT III), as applicable.
12.4 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon:
(a) personal delivery; (b) the second business day after mailing; (c) the second business day after sending by
confirmed facsimile; or (d) after confirmed receipt of an email. Notices to Barricade shall be addressed to the
attention of Ed Choudhry, CEO, Barricade AI, Inc.,
[email protected], with a copy to [email protected].
Notices to Customer are to be addressed to the individual identified in the Order Form with a copy to the City
Manager and City Clerk.
12.5 Waiver; Cumulative Remedies Severability. No
failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
12.6 Assignment. Neither party may assign any of its
rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party; provided, however, that Barricade may
assign this Agreement, together with all rights and
obligations hereunder, without Customer’s prior written consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its stock or assets that relate to this Agreement. Barricade shall provide written notice of any such assignment within thirty (30) days after the effective date of the assignment.
Notwithstanding the foregoing, if Barricade assigns this Agreement without Customer’s prior written consent,
Customer may terminate this Agreement for convenience
upon at least thirty (30) days’ written notice to Barricade or its assignee. In the event of such termination, Barricade (or its assignee) shall refund to Customer any prepaid fees for Services not provided as of the effective date of termination, calculated on a pro-rated basis by dividing the total prepaid fees for the applicable subscription term by the total number of days in such term and multiplying that amount by the number of days remaining in the term as of the effective date of termination. Any such refund shall be paid within thirty (30) days after the effective date of termination.
Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
12.7 Subcontracting. Barricade will not subcontract
any services under this Agreement without Customer’s prior written consent. Customer shall approve Barricade's
proposed subcontractors in its sole discretion. All Barricade subcontractors shall comply with and be held to the same standards as Barricade personnel under this Agreement.
12.8 Governing Law. This Agreement shall be
governed by the law of California. The state and federal courts located in Los Angeles County, CA shall have
exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement.
12.9 Construction. The division of this Agreement into
Sections and the insertion of captions and headings are for convenience of reference only and will not affect the
construction or interpretation of this Agreement. The terms "this Agreement," "hereof," "hereunder" and any similar expressions refer to this Agreement and not to any particular Section or other portion hereof. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement. As used in this Agreement, the words "include" and "including," and variations thereof, will be deemed to be followed by the words "without limitation" and "discretion" means sole
discretion.
12.10 Entire Agreement. This Agreement constitutes the
entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals, or
representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any
provision of this Agreement shall be effective unless in writing and signed by the party against whom the
modification, amendment or waiver is to be asserted. In the event of any conflict between the Order Form and these
Terms and Conditions, the terms of the Order Form shall govern to the extent of such conflict. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other
Customer order documentation (excluding the Order Form) shall be incorporated into or form any part of this
11 Agreement, and all such terms or conditions are hereby rejected and shall be null and void.
04/22/2026
Berkshire Hathaway Direct Insurance Company
X
X
0 0
02/13/2026 02/13/2027
City of Redondo Beach
415 Diamond Street
Redondo Beach, CA 90277
N9BP866740
Bldg #001: Consultants - Computer and Management - 4167501 Location: 1049 El Monte AvenueMountain View, CA 94040-2398 n/a
n/a
n/a
Barricade AI, Inc.
1049 El Monte Avenue
Mountain View, CA 94040-2398
BIBERK
P.O. Box 113247
Stamford, CT 06911
541512
250
(203) 654-3613
[email protected]
(844) 472-0967
0 0
Excluded
Berkshire Hathaway Direct Insurance Company 10391
04/22/2026
City of Redondo Beach
415 Diamond Street
Redondo Beach, CA 90277
X
X
X
A N9BP866740 02/13/2026 02/13/2027 5,000
2,000,000
50,000
4,000,000
4,000,000
Barricade AI, Inc.
1049 El Monte Avenue
Mountain View, CA 94040-2398
BIBERK
P.O. Box 113247
Stamford, CT 06911
Professional Liability (Errors &
Omissions): Claims-Made
Per Occurrence/
Aggregate
844-472-0967 203-654-3613
[email protected]
See attached Acord 101/Additional Remarks City of Redondo Beach, its elected and appointed officials, officers, and employees are listed as additional insured as it pertains to general liability (see endorsement attached) A Blanket Waiver of Subrogation exists on this policy as it pertains to worker's compensation. (see endorsement attached) Umbrella Policy follows form
B
National Liability & Fire Insurance Company 20052
N
X
N9WC163763 02/13/2026 02/13/2027
1,000,000
1,000,000
1,000,000
X
N9UM611123 02/13/2026 02/13/2027
1,000,000
A 1,000,000
X
X
X
10,000
X
X
N9PL565887 02/13/2026 02/13/2027 $1,000,000/
$1,000,000
B
City of Redondo Beach
415 Diamond Street
Redondo Beach, CA 90277
POLICY NUMBER: N9BP866740 BUSINESSOWNERS
BP 04 48 01 06
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BP 04 48 01 06 ISO Properties, Inc., 2004 Page 1 of 1 ADDITIONAL INSURED – DESIGNATED PERSON
OR ORGANIZATION
This endorsement modifies insurance provided under the following:
BUSINESSOWNERS COVERAGE FORM
SCHEDULE
Name Of Additional Insured Person(s) Or Organization(s):
City of Rendondo Beach ISAOA/ATIMA
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
The following is added to Paragraph C. Who Is An
Insured in Section II – Liability:
3. Any person(s) or organization(s) shown in the
Schedule is also an additional insured, but only
with respect to liability for "bodily injury", "property damage" or "personal and advertising injury"
caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf in the performance of your ongoing
operations or in connection with your premises
owned by or rented to you.
1.00 Blanket Waiver - Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver.
All CA Operations
N9WC163763