2021/03/30 Zencity Zencity Order FormZENCITY ORDER FORM
Order form #: 783491 Order form prepared for: City of Menifee, CA
Order form expiration date: 3/21/21
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”)),asoftheEffectiveDate(asdefinedbelow)whichshallremainineffectfortheduration
of the InitialTermasdefinedbelowandanyrenewalterm(the“Term”)unlessagreedotherwiseexplicitlyandinwritingbetweentheParties.
This Order FormincludesandincorporatestheZencityTermsandConditionsattachedheretoasAppendixA(the“T&Cs”).Intheeventofany
conflict between this Order Form and the T&Cs, theterms of this Order Form shall prevail. All pricesare quoted in USD.
ZENCITY CUSTOMER
Entity (legal) name:Zencity Technologies US, Inc.Entity (legal) name:City of Menifee
Full address:1313 N Market St, Suite 5100
Wilmington, DE 1980
Full address:29844 Haun Rd.
Menifee, CA 92586
Contact:Jessica Nathanson Contact:Ron Puccinelli
Phone:(252) 242-4379 Phone:(951) 723-1711
Email:jessica@zencity.io Email:rpuccinelli@cityofmenifee.us
RECURRING FEES
SKU Product Description Unit
Price
QTY
(units)
Initial
Term
Discount
Net Price
ZC-CORE Zencity core SaaS platform allowing state and localgovernments to better
understand and engage with their residents, for citieswith up to 150,000
residents including:
●Full integration with all data sources provided byZencity
●Data ingestion and support
●6 annual Zencity Insight reports
●Setup of unlimited Zencity Projects
●Up to 5 users within the Police Department (may includethe city
PIO)
$36,000 1 year 33%$24,000
ZC-LNGG Platform support of the Spanish language $1,200 1 year 100%0
ZC - US Two Additional Users $1,100 2 users 100%0
Total Gross List Price $39,400
Total Initial Term Discounts ($15,400)
Total Fees $24,000
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Any additional modules, quantity increases or other custom development and integration work requested by Customer during the
Term shall require an Order Form executed by the Parties,and shall be subject to the prevailing Zencity ratecard subject to
amendment from time to time.
ORDER FORM TERMS
Effective Date:The date attached the Customer’s signature below.
Initial Term:12 months, commencing on the Effective Date.
Fees:TheFeesareexclusiveofanyapplicabletaxes(includingsalestax)andwithholdings,whichwillbeaddedtotheFees
and paid by Customer, to the extent applicable.
Payment Terms:The Fees shall be payable on an annual basis within 30 days of the Effective Date andoneachannualanniversary
thereof.
Customer Billing
Contact:
Customer PO #
(if applicable):
CUSTOMER ZENCITY
Signature: _________________
Name: __________________
Title: ___________________
Date: ___________________
Signature: _________________
Name: __________________
Title: ___________________
Date: ___________________
Approved As To Form:
__________________________________________________
Jeffrey T. Melching, City Attorney
Attest:
__________________________________________________
Sarah A. Manwaring, City Clerk
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Armando G. Villa
City Manager
3/30/2021
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CEO
4/5/2021
Eyal Feder
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").
For the purposes of this Section 1.1,the term "use"shall be only in accordance with the confidentiality provisions of this
Agreement and shall include the rights to use the Licensed Program only for the use of the Customer's organization,company or
institution.
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 or to create derivative works thereof or to transfer ownership of the
media containing such so ware except as a part of,or with, or for use in the equipment with which it operates.
1.2.Routine customer support is available via email.Any claim will be answered within 24 hours of the report.On or before the
Effective 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 at reasonable intervals.Zencity will not be obligated to provide
support to any person other than 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 be delivered 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 any privacy 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 for registration purposes,Customer represents and warrants that it has any right,license,consent,
and power and it has provided any notice,al as required under applicable law,to provide Zencity with such Personal Data and will
be fully and solely responsible for providing only Personal Data of personnel related to the Customer.
3.PROPRIETARY RIGHTS. Zencity retains all right,title,and interest in the Licensed Program,Documentation and any future
modifications 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,patent rights,and any other proprietary rights in intellectual property of every kind and nature)
therein.Customer is granted only a limited right of use to the Licensed Program and Documentation as set forth herein,which right of
use is not coupled with an interest and is revocable in accordance with the terms of this Agreement.
4.CONFIDENTIALITY. Each party (the "Receiving Party")agrees not to disclose (except as permitted herein)any Confidential 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 so ware underlying the Licensed Program and all Documentation.The Receiving Party agrees:(i)to use and
disclose the Confidential Information only in connection with this Agreement;and (ii)to protect 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
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Party from a third party without restriction on use or disclosure;or (iii)is independently developed by the Receiving Party without
access to such Confidential Information.Notwithstanding the above,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.
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 or privacy rights to use,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 the Fees.For the avoidance of doubt,discounts or credits relating to any term defined in any Order Form shall
apply to said term only and shall not carry over to 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,the Fees payable for the 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 a er being given written notice
thereof;or (ii)the other party is judged bankrupt or insolvent,makes a general assignment for the benefit of its creditors,a
trustee or receiver 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.The Initial Term shall be automatically extended for successive renewal terms of 12 months each (each,a "Renewal Term"and
collectively with the Initial Term,the "Term")unless either party provides written notice of non-renewal to the other party at
least 90 days before the end of each applicable term.
7.3.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.
7.4.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)it has all right,license and consent required to provide Zencity with the Customer Materials,including Personal
Data contained therein,if and to the extent provided in accordance with Section 5.2 above;(v)the Customer Materials and
Zencity'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
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ascribed to it by the General Data Protection Regulation (EU)2016/679 of the European Parliament and of the Council of 27 April
2016 ("GDPR")).
8.3.ZENCITY DOES NOT WARRANT THAT USE OF THE LICENSED PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE;NOR DOES IT
MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE LICENSED PROGRAM.EXCEPT AS SET
FORTH IN THIS SECTION 8,THE LICENSED PROGRAM IS PROVIDED "AS IS"AND ZENCITY DISCLAIMS ALL WARRANTIES,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 OF SUCH LOSS OR DAMAGE.IN NO EVENT SHALL EITHER PARTY'S AGGREGATE,CUMULATIVE LIABILITY
FOR 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 THE LICENSED PROGRAM UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE
ACT THAT GAVE RISE TO THE LIABILITY.
10.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
the reasonable control of the party delayed or prevented from performing.Zencity will be able to mention the City of Menifee as part of
their list of clients on its website and other places while this agreement is in place and will stop doing so immediately when terminated.
Any other use of the City’s logos and trademarks shall require pre-approval from the City.If any provision of this Agreement is found to
be unenforceable 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 may assign this Agreement to a successor to all 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 all previous written and oral agreements,communications,and other
understandings relating to the subject matter of this Agreement.All waivers and modifications must be in a writing signed by both
parties.No agency,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 a er it 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 governed by the laws of the State of California without
regard to its conflict of laws provisions and the competent courts of Riverside County shall have exclusive jurisdiction to hear any
disputes arising hereunder.
11.INSURANCE REQUIREMENTS.Before beginning any work under this Agreement,ZenCity,at its own cost and expense,shall procure the types and
amounts of insurance checked below and provide Certificates of Insurance,indicating that ZenCity has obtained or currently maintains insurance that meets
the requirements of this section and which is satisfactory,in all respects,to City.ZenCity shall maintain the insurance policies required by this section
throughout the term of this Agreement.ZenCity shall not allow any subcontractor,ZenCity or other agent to commence work on any subcontract until
ZenCity has obtained all insurance required herein for the subcontractor(s)and provided evidence thereof to City.Verification of the required insurance
shall be submitted and made part of this Agreement prior to execution.ZenCity acknowledges the insurance policy must cover inter-insured suits between
City and other Insureds.Workers’Compensation.ZenCity shall,at its sole cost and expense,maintain Statutory Workers’Compensation Insurance and
Employer’s Liability Insurance for any and all persons employed directly or indirectly by ZenCity pursuant to the provisions of the California Labor Code.
Statutory Workers’Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS
($1,000,000.00)per accident,ONE MILLION DOLLARS ($1,000,000.00)disease per employee,and ONE MILLION DOLLARS ($1,000,000.00)disease per policy.
In the alternative,ZenCity may rely on a self-insurance program to meet those requirements,but only if the program of self-insurance complies fully with the
provisions of the California Labor Code.Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely
in the discretion of the City.The insurer,if insurance is provided,or ZenCity,if a program of self-insurance is provided,shall waive all rights of subrogation
against City and its officers, officials, employees,and authorized volunteers for loss arising from the Services performed under this Agreement.
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a.Commercial General and Automobile Liability Insurance.
General requirements.ZenCity,at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term
of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00)per occurrence,combined single limit coverage,for risks
associated with the Services contemplated by this Agreement,TWO MILLION DOLLARS ($2,000,000.00)general aggregate,and TWO MILLION
DOLLARS ($2,000,000.00)products/completed operations aggregate.If a Commercial General Liability Insurance or an Automobile Liability
Insurance form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the Services to
be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit.Such coverage shall
include but shall not be limited to,protection against claims arising from bodily and personal injury,including death resulting therefrom,and
damage to property resulting from the Services contemplated under this Agreement,including the use of hired,owned,and non-owned
automobiles.
Minimum scope of coverage.Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001.Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code
2, 8, and 9. No endorsement shall be attached limiting the coverage.
Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
Any failure of ZenCity to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers,employees,
agents, and volunteers.
b.Cyber Liability and Security Insurance.In the event ZenCity will host data,or provide for the hosting of data through a third-party
entity,ZenCity shall secure and maintain Cyber Liability and Security Insurance or equivalent insurance product(s),with minimum liability
limits of not less than $1,000,000 per occurrence and $1,000,000 aggregate,that will provide,without cost to the ZenCity or City,an immediate
response in the event of a data breach,including meeting all notification obligations of ZenCity and City and in the event the data breach
involves personal information,the insurance policy shall also make available free credit monitoring for any affected individual for a minimum
period of one year.ZenCity shall defend,indemnify,save and hold harmless,the City,its officers,agents and employees from liability of any
nature or kind,including costs and expenses,on account of a data breach arising from ZenCity hosting,transmission,or control of data,any
and all suits,claims,or damages of any character whatsoever,resulting from injuries or damages sustained by any person or persons or
property by virtue of performance of this Agreement.
c. All Policies Requirements.
Acceptability of insurers.All insurance required by this Section is to be placed with insurers with a Bests’rating of no less than A:VII and
admitted in California [Note to Customer:The Cyber policy is placed with Globe (a Lloyd's syndicate)
Verification of coverage.Prior to beginning the Services under this Agreement,ZenCity shall furnish City with Certificates of Insurance,
additional insured endorsement or policy language granting additional insured status complete certified copies of all policies,including
complete certified copies of all endorsements.All copies of policies and certified endorsements shall show the signature of a person
authorized by that insurer to bind coverage on its behalf.The Certificate of Insurance must include the following reference:CITY OF MENIFEE .
The name and address for Additional Insured endorsements,Certificates of Insurance and Notice of Cancellation is:City of Menifee,29844
Haun Road,Menifee,CA 92586.City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by
or on behalf of ZenCity.
Notice of Reduction in or Cancellation of Coverage.ZenCity shall provide written notice to City within ten (10)working days if:(1)any of the
required insurance policies is terminated;(2)the limits of any of the required polices are reduced;or (3)the deductible or self insured retention
is increased.
Additional insured;primary insurance.City and its officers,employees,agents,and authorized volunteers shall be covered as additional
insureds with respect to each of the following:liability arising out of the Services performed by or on behalf of ZenCity,including the insured’s
general supervision of ZenCity;products and completed operations of ZenCity,as applicable;premises owned,occupied,or used by ZenCity;
and automobiles owned,leased,or used by ZenCity in the course of providing the Services pursuant to this Agreement.The coverage shall
contain no special limitations on the scope of protection afforded to City or its officers,employees,agents,or authorized volunteers.The
insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or
self-insurance program maintained by City.Additional insured status shall continue for one (1)year a er the expiration or termination of this
Agreement or completion of the Services.
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A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to City and its officers,officials,
employees,and volunteers,and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the
coverage.
Deductibles and Self-insured Retentions.ZenCity shall obtain the written approval of City for the self-insured retentions and deductibles
before beginning any of the Services.
During the term of this Agreement,only upon the prior express written authorization of the City,ZenCity may increase such deductibles or self-insured retentions
with respect to City,its officers,employees,agents,and volunteers.The CIty may condition approval of an increase in deductible or self-insured retention levels
with a requirement that ZenCity procure a bond guaranteeing payment of losses and related investigations,claim administration,and defense expenses that is
satisfactory in all respects to each of them.
Subcontractors.ZenCity shall include all subcontractors as insureds under its policies,,or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
Variation.The City may,but is not required to,approve in writing a variation in the foregoing insurance requirements,upon a determination that the coverage,
scope, limits, and forms of such insurance are either not commercially available, or that City’s interests are otherwise fully protected.
d.Remedies.In addition to any other remedies at law or equity City may have if ZenCity fails to provide or maintain any insurance policies or
policy endorsements to the extent and within the time herein required,City may,at its sole option,exercise any of the following remedies,which are alternatives
to other remedies City may have and are not the exclusive remedy for ZenCity’s breach:
a.Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement;
b.Order ZenCity to stop work under this Agreement or withhold any payment that becomes due to ZenCity hereunder,or both stop work and withhold
any payment, until ZenCity demonstrates compliance with the requirements hereof; and/or
c.Terminate this Agreement
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