Pano AI Inc - FY2023-0251
MASTER CUSTOMER AGREEMENT
This Master Customer Agreement (this “Agreement”) is entered as of October 18, 2022 (the
“Effective Date”), between Pano AI, Inc., a Delaware corporation with a place of business at 3130
20th St, Ste 175, San Francisco, CA 94110 (“Pano”) and the City of Rancho Palos Verdes, a
municipal corporation and general law city, with a place of business at 30940 Hawthorne Blvd,
Rancho Palos Verdes, CA 90275 (“Customer”) (each of Pano and Customer, a “Party”; together,
the “Parties”).
1. Scope of Agreement. This Agreement is the master agreement by which, if specified in a
written Statement of Work (“Statement of Work”), Pano may install equipment owned by Pano
(“Equipment”), provide a subscription to a hosted solution (each hosted solution, a “Pano
Solution”), and provide certain Additional Services (as defined in Section 4).
2. Equipment.
2.1 Equipment; Installation; Maintenance. If included in a Statement of Work, Pano
shall install the Equipment at the locations owned or controlled by Customer that are described in
the Statement of Work and any other Customer locations mutually agreed by the Parties in writing
(each a “Customer Property”), and any third party locations mutually agreed to by the Parties in
writing (each a “Third Party Property”). Pano shall provide the Equipment maintenance services
described in the Statement of Work. Customer hereby grants Pano access to the Customer Property
as needed for the purpose of installing, maintaining, and operating the Equipment.
2.2 Easements. Customer hereby grants easements and rights-of-way over and upon
Customer Property to Pano and its agents and contractors solely as is reasonably necessary for the
installation, repair, maintenance, and any other work regarding the Equipment (collectively, the
“Easements”).
2.3 Utilities. For Equipment mounted on Customer towers or similar fixtures,
Customer shall provide primary and backup electric power for the Equipment unless otherwise
agreed in a Statement of Work.
2.4 Removal of Reasonable Obstructions. Pano has the right, acting reasonably, to
remove vegetation and similar obstructions from Customer Property that encroach upon, interfere
with, or present a hazard to use of Equipment on Customer Property or the Easements, provided
that any material removals require the written pre-approval of Customer. Pano must submit a
precise plan for removal of vegetation prior to removal. Customer reserves the right to cause its
own contractors to perform the removal if Customer deems the removal to affect habitat, consistent
with the provisions of the City’s Natural Communities Conservation Plan/Habitat Conservation
Plan.
3. Pano Solutions.
3.1 Subscription. Pano hereby grants to Customer and its Users the subscription rights
to use the Pano Solution specified in a Statement of Work for its own internal purposes and in
accordance with the other restrictions in this Agreement and the Statement of Work. “Users”
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means employees of Customer and its affiliates, and any third party user designated by Customer
per the Statement of Work who are authorized to use the Pano Solution and have been supplied
unique user identifications and passwords by Customer. Pano will periodically include bug fixes
and updates in a Pano Solution.
3.2 Service Levels. Pano shall comply with the Service Levels in a Statement of Work.
3.3 Privacy and Security. Pano and Customer shall handle privacy and security in
accordance with Exhibit B.
4. Additional Services. Customer may request additional services to be performed by Pano
(the “Additional Services”). Pano shall provide only those Additional Services specified in a
written Statement of Work signed by both Parties.
5. Confidential Information.
5.1 Definitions. In the course of performing under this Agreement, either Party (a
“Disclosing Party”) may provide Confidential Information to the other Party (a “Recipient”).
“Confidential Information” means written, confidential, and proprietary information of a
Disclosing Party that is not generally available to the public. All Confidential Information will
remain the property of the Disclosing Party. A Party’s granting of access to information constitutes
providing that information for purposes of this Section. For purposes of this Agreement, non-
public aspects of the Pano Solutions will be considered Pano’s Confidential Information.
5.2 Obligations. The Recipient acknowledges that Confidential Information is a
valuable business asset of the Disclosing Party and the protection of that Confidential Information
is, therefore, essential. The Recipient, during and after the term of this Agreement: (a) shall take
all reasonable precautions to protect the confidentiality of the Confidential Information and shall
use no less than the degree of care it uses in protecting its own Confidential Information of a similar
nature; (b) shall not use any Confidential Information except for the purpose of fulfilling its
obligations or exercising its rights under this Agreement; (c) shall not, or permit others to, disclose
any Confidential Information to any other person or entity without the prior written consent of the
Disclosing Party; and (d) shall not remove, or permit to be removed, any notice indicating the
confidential nature of the Confidential Information. The Recipient shall return all Confidential
Information at the earlier of the termination of this Agreement or upon the request of the Disclosing
Party, except that the Recipient may retain a limited number of electronic backup copies of the
Confidential Information as are automatically created and retained by its standard backup
processes and systems. The Recipient shall comply with its nondisclosure obligations under this
Section 5 with regard to these copies and shall destroy them in accordance with its normal
destruction processes. These restrictions shall not apply to any documents or information that are
subject to disclosure under the California Public Records Act, or pursuant to a court order or
subpoena. In the event such disclosure is required, the Party subject to the disclosure shall provide
written notice to the other Party in accordance with Section 5.4.
5.3 Exceptions. Except for personal information governed by applicable privacy law,
the Recipient is not obligated under Section 5.2 for Confidential Information that: (a) is generally
known, or readily ascertainable by proper means, by the public other than through a breach of this
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Agreement by the Recipient; (b) is known by the Recipient before it is disclosed by the Disclosing
Party to the Recipient as evidenced by the Recipient’s written records; (c) is developed
independently by the Recipient from in a manner that does not rely on Confidential Information
of the Disclosing Party; or (d) is disclosed to the Recipient by a third party not subject to any
nondisclosure obligations with respect to the Confidential Information.
5.4 Compelled Disclosure. If the Recipient receives a request to disclose all or any
part of the Confidential Information under the terms of a subpoena or order issued by a court or
other governmental agency, the Recipient shall: (a) immediately notify the Disclosing Party of the
existence, terms and circumstances surrounding the request; (b) consult with the Disclosing Party
on the advisability of taking legally available steps to resist or narrow the request; and (c) if
disclosure is required, cooperate with the Disclosing Party at the Disclosing Party’s expense in
obtaining an order or other reliable assurance that confidential treatment will be accorded to the
portion of the information as the Disclosing Party may designate.
6. Intellectual Property Rights.
6.1 Pano Rights.
(a) General. Customer acknowledges that the Equipment and Pano Solutions contain
valuable trade secret and Confidential Information of Pano. Customer shall take the actions
necessary to fulfill its obligations under this Agreement by instruction or agreement with its
employees or agents who are permitted access to the Equipment and Pano Solutions. Customer
shall only give access to the Equipment and Pano Solutions on a need-to-know basis.
(b) Proprietary Rights. Title to all patents, copyrights, trade secrets, and other
intellectual property rights in or related to the Equipment and Pano Solutions (including all of their
component parts) are and will remain the exclusive property of Pano. If Customer provides ideas,
suggestions, or recommendations regarding the Equipment or Pano Solutions (“Feedback”), these
discussions will not constitute joint development. Pano is free to use and incorporate the Feedback
without any compensation to Customer, and Customer hereby assigns to Pano all right, title and
interest in any intellectual property rights it may have or obtain in the Feedback.
(c) No Implied Licenses. Customer will not acquire any right in a Pano Solution
except the limited rights specified in Section 3. Any use, modification, or distribution of a Pano
Solutions by Customer outside the scope of the express rights granted in Section 3 is prohibited.
(d) No Reverse-Engineering. Customer shall not, and shall not knowingly permit
others to: (i) modify a Pano Solution; or (ii) decompile, reverse-engineer, disassemble, or attempt,
directly or indirectly, to recreate the Equipment or a Pano Solution.
(e) Unauthorized Distribution or Copying. Other than in accordance with this
Agreement, Customer shall not, and shall not knowingly permit others to: (i) lease, license,
sublicense, transfer, or assign any of its rights under this Agreement; (ii) sell, rent, or distribute a
Pano Solution, including providing access as an outsourced service or using a Pano Solutions to
operate a service bureau or on a timesharing basis; or (iii) use, copy, duplicate, or otherwise
reproduce any part of a Pano Solution.
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(f) Required Proprietary Notices. Customer shall ensure that each copy it makes of
a Pano Solution or Documentation contains the same proprietary notices as provided to Customer.
6.2 No Challenges; Reasonable Cooperation. Customer shall not take any action to
challenge Pano’s proprietary rights. Customer shall promptly provide to Pano all relevant facts in
its possession upon becoming aware of a likelihood of infringement or other illegal use or misuse
by any third party of the Pano Solutions or Equipment, or any related intellectual property rights.
Customer shall provide reasonable cooperation in any related suits and actions, at Pano’s request
and expense.
7. Warranties.
7.1 Limited Warranties. Unless otherwise specified in a Statement of Work, Pano
warrants that during the Term: (a) the Equipment will be new and free from defects in design,
materials, and workmanship; (b) the Pano Solution will substantially conform to the applicable
Statement of Work and to other applicable written documentation; (c) that the functionality of the
Pano Products shall not materially decrease during the term, (d) to the best of its knowledge, the
Pano Solution does not contain, and Pano will not knowingly introduce, any malicious code, and
(e) the Additional Services will be performed in a timely, professional, and workmanlike manner.
This limited warranty does not apply to Equipment for malfunctions attributable to Customer’s or
its agent’s modifications to the Equipment
7.2 Remedies. For any breach of the warranty in Section 7.1, Pano shall at its election
repair or replace the nonconforming Equipment, Pano Solution, or Additional Services, so that the
applicable warranty is true. If Pano concludes that the applicable repair or replacement is
impracticable, then Pano will refund the fees paid by Customer to Pano allocable to any Pano
Station that is not performing as required under this Agreement. The warranties under this Section
7 do not apply to Equipment damaged by the actions of Customer or third parties, or by
extraordinary weather events.
8. Disclaimers and Limitation of Liability
8.1 The express remedies in Section 7.2 constitute Customer’s exclusive remedies, and
Pano’s sole obligation and liability, for any claim that any Equipment, Pano Solution, Additional
Service, or related services does not conform to specifications or this Agreement, or is otherwise
defective.
8.2 EXCEPT AS STATED IN THIS AGREEMENT, PANO MAKES NO
WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING FROM COURSE OF DEALING
OR USAGE OF TRADE, OR STATUTORY, AS TO ANY PRODUCTS OR SERVICES
PROVIDED UNDER THIS AGREEMENT, OR ANY MATTER WHATSOEVER. THE
PARTIES DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON-
INFRINGEMENT.
8.3 THE EQUIPMENT AND PANO SOLUTIONS ARE TOOLS FOR
EMERGENCY MANAGEMENT PROFESSIONALS INTENDED TO PROVIDE
INFORMATION TO SUPPORT THEM IN THEIR RESPONSIBILITIES . PANO DOES NOT
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REPRESENT, WARRANT OF GUARANTEE THAT THE EQUIPMENT AND PANO
SOLUTIONS PROVIDED UNDER THIS AGREEMENT CAN OR WILL DETECT EVERY
THREAT. PANO DOES NOT ASSUME AND HEREBY DISCLAIMS RESPONSIBILITY FOR
ANY RESULTS OR EFFECTS ARISING FROM CUSTOMER’S USE OF THE EQUIPMENT
AND PANO SOLUTIONS. THREAT CONFIRMATION AND RESPONSE IS THE
COMPLETE AND SOLE RESPONSIBILITY OF CUSTOMER (AND OTHER THIRD
PARTIES) AND PANO IS NOT RESPONSIBLE FOR AND DOES NOT ASSUME ANY
LIABILITY FOR FAILING TO DETECT ANY PARTICULAR THREAT, ANY INACCURATE
DETECTION, OR ANY THREAT RESPONSES TAKEN BY CUSTOMER OR OTHERS .
CUSTOMER ACKNOWLEDGES THAT: (A) THE EQUIPMENT AND PANO SOLUTIONS
ARE INTENDED TO BE A VISUAL AID FOR USE BY TRAINED EMERGENCY
MANAGEMENT PROFESSIONALS; AND (B) USERS OF THE EQUIPMENT AND PANO
SOLUTIONS SHOULD NEVER RELY SOLELY ON THEM IN MAKING DETECTION OR
RESPONSE DECISIONS, BUT INSTEAD INTERPRET ALL AVAILABLE INFORMATION
(OF WHICH THE OUTPUT OF THE EQUIPMENT AND PANO SOLUTIONS IS ONLY ONE
ELEMENT) TO MAKE FINAL DECISIONS REGARDING THREAT DETECTION AND
RESPONSE.
8.4 NEITHER PARTY WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES (INCLUDING FOR DAMAGE TO PROPERTY, PERSONAL
INJURY OR LOSS OF LIFE (EXCEPT TO THE EXTENT LIABILITY FOR PERSONAL
INJURY OR DEATH CANNOT BE LEGALLY LIMITED), LOSS OF PROFITS, SAVINGS,
REVENUE, OR USE, DAMAGED OR LOST FILES OR DATA, OR BUSINESS
INTERRUPTION) IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE
CAUSE OF ACTION (WHETHER BASED IN CONTRACT, NEGLIGENCE, OTHER TORT,
OR ANY OTHER LEGAL OR EQUITABLE THEORY) OR CHARACTERIZATION OF THE
DAMAGES, EVEN IF THE PARTY SOUGHT TO BE HELD LIABLE HAS BEEN ADVISED
OF THE POSSIBILITY OF THESE DAMAGES . PANO WILL NOT BE LIABLE FOR ANY
DAMAGES FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, OR FOR AGGREGATE LIABILITY TO CUSTOMER IN CONNECTION WITH
PRODUCTS OR SERVICES PROVIDED UNDER A STATEMENT OF WORK,
REGARDLESS OF THE CAUSE OF ACTION (WHETHER BASED IN CONTRACT,
NEGLIGENCE, OTHER TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY) OR
CHARACTERIZATION OF THE DAMAGES, EXCEEDING THE AMOUNT OF FEES PAID
BY CUSTOMER UNDER THAT STATEMENT OF WORK DURING THE ONE-YEAR
PERIOD PRECEDING THE FIRST ACT GIVING RISE TO LIABILITY. NEITHER PARTY
WILL BE LIABLE FOR ANY DAMAGES BASED ON ACTIONS OR OCCURRENCES THAT
OCCURRED MORE THAN ONE YEAR BEFORE THE OTHER PARTY PROVIDES NOTICE
OF THE CLAIM. THESE LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY
EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY AND WILL SURVIVE AND
APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY
SPECIFIED REMEDIES.
8.5 CUSTOMER ACKNOWLEDGES THAT THE FEES CHARGED UNDER THIS
AGREEMENT REFLECT THE OVERALL ALLOCATION OF RISK BETWEEN THE
PARTIES, INCLUDING THE ALLOCATION OF RESPONSIBILITIES, DISCLAIMERS,
LIMITATIONS OF LIABILITY, AND EXCLUSIVE REMEDIES DESCRIBED IN THIS
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AGREEMENT. THESE PROVISIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN
BETWEEN THE PARTIES AND PANO WOULD BE UNWILLING TO ENTER THIS
AGREEMENT WITHOUT THEM. THEREFORE, CUSTOMER AGREES TO THIS
ALLOCATION OF RISK AND HEREBY WAIVES ANY RIGHT, THROUGH AMENDMENT,
EQUITABLE RELIEF, OR OTHERWISE, TO SUBSEQUENTLY SEEK A MODIFICATION
OF THESE PROVISIONS OR ALLOCATION OF RISK.
9. Fees.
9.1 Prices. Customer shall pay the fees in accordance with the applicable Statements
of Work.
9.2 Payment Terms. Pano shall provide invoices for Equipment, Pano Solutions, and
Additional Services and Customer shall pay the amounts owed in accordance with the payment
terms on the applicable Statement of Work.
9.3 Taxes. Pano’s pricing and fees do not include applicable transaction taxes,
including sales and use taxes, value added taxes, privilege taxes, and other transactional charges
such as duties, customs, tariffs, imposts, and government imposed surcharges (“Transaction
Taxes”), which if applicable are the responsibility of Customer. If Pano is required by law to collect
Transaction Taxes from Customer and remit them to a taxing authority, Pano will separately state
the Transaction Taxes on an invoice unless Customer provides Pano a valid exemption certificate.
Each Party is responsible for its own income taxes or taxes based on gross revenues or gross
receipts.
10. Indemnity.
10.1 Pano Intellectual Property Indemnity. Pano shall: (a) defend or, at its sole option,
settle, at its own expense any suit, action, or proceeding brought against Customer by a third party
claiming that any Pano Solution infringes a copyright or trade secret arising under the laws of any
jurisdiction (an “IP Action”); and (b) pay damages awarded against Customer in the IP Action, or
those monetary damages agreed to by Pano and the claimant in a monetary settlement of the IP
Action. If Pano receives notice of an allegation that any Pano Solution infringes a third party’s
intellectual property rights, or if Customer’s use of any Pano Solution is enjoined as a result of
infringement, Pano may, at its sole option and expense: (i) procure for Customer the right to
continue using the Pano Solution; (ii) modify the Pano Solution so that it is no longer infringing;
or (iii) replace the Pano Solution with a product of equal or superior functional capability. If none
of these actions are in Pano’s determination commercially feasible, Pano will have the right to
terminate the right to use the Pano Solution. In such event Pano shall refund to Customer any fees
that were paid for the balance of the term for the applicable Pano Solution. Customer shall: (A)
give Pano prompt written notice of an IP Action; (B) tender to Pano sole control of the defense or
settlement of that action; and (C) cooperate with Pano in defending or settling that action.
10.2 PANO IP INDEMNITY LIMITATIONS. THE RIGHTS GRANTED TO
CUSTOMER UNDER SECTION 10.1 WILL BE CUSTOMER’S EXCLUSIVE REMEDY AND
PANO’S SOLE OBLIGATION AND LIABILITY FOR ANY ALLEGED INFRINGEMENT OF
A PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHT,
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INCLUDING MISAPPROPRIATION OF A TRADE SECRET, BY A PANO SOLUTION.
PANO HAS NO LIABILITY FOR ANY CLAIM OF INFRINGEMENT CAUSED BY: (A)
MODIFICATION OF A PANO SOLUTION WITHOUT THE APPROVAL OF PANO; (B) ANY
CUSTOMER OR THIRD-PARTY APPLICATION OR OTHER TECHNOLOGY; (C) USE OF
A PANO SOLUTION IN CONNECTION OR IN COMBINATION WITH EQUIPMENT,
DEVICES, OR SOFTWARE NOT PROVIDED BY PANO (BUT ONLY TO THE EXTENT
THAT THE PANO SOLUTION ALONE WOULD NOT HAVE INFRINGED); (D)
COMPLIANCE WITH CUSTOMER’S DESIGN REQUIREMENTS OR SPECIFICATIONS;
OR (E) USE OF A PANO SOLUTION OTHER THAN AS PERMITTED UNDER THIS
AGREEMENT, OR IN A MANNER FOR WHICH IT WAS NOT INTENDED.
10.3 General Indemnity. Pano (the “Indemnifying Party”) shall: (a) defend or, at its
sole option, settle, at its own expense any suit, action, or proceeding brought against the Customer
(the “Indemnified Party”) caused by the gross negligence or willful misconduct of the
Indemnifying Party (a “General Action”); and (b) pay damages finally awarded against the
Indemnified Party in the General Action, or those monetary damages agreed to by the
Indemnifying Party and the claimant in a monetary settlement of the General Action. The
Indemnified Party shall: (i) give the Indemnifying Party prompt written notice of a General Action;
(ii) tender to the Indemnifying Party sole control of the defense or settlement of that action; and
(iii) cooperate with the Indemnifying Party in defending or settling that action.
11. Insurance. Pano shall maintain the insurance specified on Exhibit C.
12. Term and Termination.
12.1 Term; Extensions. This Agreement commences on the Effective Date and will
continue for five (5) years or until all Statements of Work have been expired for one (1) year,
whichever is later, and will be subject to extension or termination in accordance with this Section
12 (the “Term”). Pano and Customer may by mutual agreement extend the Subscription Period
and Term in one-year increments.
12.2 Termination for Breach. Either Party may terminate this Agreement (or the
applicable Statement of Work) upon written notice if the other Party is in material breach of this
Agreement (or the applicable Statement of Work) and fails to correct the breach within thirty (30)
days after written notice.
12.3 Effect of Termination. Upon termination of this Agreement, all subscriptions
granted to Customer will immediately terminate and Customer shall immediately cease using the
Pano Solutions. Termination of this Agreement will not affect Customer’s ownership of the
Equipment. Termination of this Agreement by either Party will not limit a Party from pursuing
any other remedies available to it, including injunctive relief, nor will termination release
Customer from its obligation to pay the purchase prices and fees that Customer has agreed to pay
under this Agreement. The Parties’ rights and obligations under Sections 5, 6, 8, 9, 10, 12, 13, and
14 will survive termination of this Agreement.
13. Dispute Resolution. The Parties shall attempt to resolve any dispute arising out of or in
relation to this Agreement or the rights and obligations hereunder, whether in contract, tort or
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otherwise, within thirty days after written notice of the dispute by either Party, by negotiation
between executives of each Party with full authorization to resolve the dispute. If the Parties are
unable to resolve the dispute through this negotiation within this thirty-day period the dispute must
be arbitrated before three arbitrators under the administration of the American Arbitration
Association, and according to its Commercial Arbitration Rules. The seat of the arbitration will be
California, and the place of hearing will be San Francisco, California. A Party may seek interim
injunctive relief under these Rules and before any court having jurisdiction. Each Party hereby
submits to the personal jurisdiction of any court reasonably chosen by the initiating Party for such
purposes, and the initiating Party shall reimburse the other Party’s costs if the court declines
jurisdiction. Awards of the arbitral panel will be enforceable in any court having jurisdiction, and
each Party hereby submits to the personal jurisdiction of any court reasonably chosen by the
enforcing Party for such purposes. The enforcing Party shall reimburse the other Party’s costs if
the court declines jurisdiction.
14. General.
14.1 Compliance with Laws. During the Term each Party shall comply with all
applicable laws and regulations, and shall obtain all applicable permits and licenses required in
connection with its obligations under this Agreement. Without limiting the generality of the
foregoing, each Party shall during the Term: (a) comply fully with all applicable data protection,
privacy, and similar laws and regulations of the United States of America, the European Union,
and other countries (“Applicable Privacy Laws”); (b) comply fully with all applicable export laws
and regulations of the United States of America and other countries (“Applicable Export Laws”)
and ensure that no deliverables are (i) exported, directly or indirectly, in violation of Applicable
Export Laws; or (ii) intended to be used for any purposes prohibited by the Applicable Export
Laws, including nuclear, chemical, or biological weapons proliferation; and (c) not to take any
actions that would cause either Party to violate the U.S. Foreign Corrupt Practices Act.
14.2 Notice. All notices under this Agreement, including notices of address change,
must be in writing and will be deemed given when sent by (a) registered mail, return receipt
requested, or (b) a nationally recognized overnight delivery service (such as Federal Express), to
the President/City Manager or Counsel of the appropriate Party at the relevant address first listed
above, or to a Party’s address as changed in accord with this Section.
14.3 Severability. If a provision of this Agreement is broader or of greater scope than a
court will enforce, the Parties intend that the court enforce the provision to the greatest extent
permitted by law and modify the provision accordingly. If a provision of this Agreement (except
for Section 8) is held by a court of competent jurisdiction to be illegal, unenforceable, or in conflict
with any law of a federal, state, or local government, the validity of the remaining provisions will
remain in full force and effect.
14.4 Governing Law. This Agreement is governed by the laws of the State of California,
without regard to its conflict of laws principles. The United Nations Convention on Contracts for
the International Sale of Goods does not apply to this Agreement.
14.5 Attorneys’ Fees. If either Party is required to initiate or defend or made a party to
any action or proceeding in any way connected with this Agreement, the prevailing Party in such
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action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney’s fees, whether or not the matter proceeds to
judgment.
14.6 No Waiver. No failure to exercise, and no delay in exercising, any right will operate
as a waiver; nor will any single or partial exercise of a right preclude any further exercise of that
right or the exercise of any other right. The waiver by a Party of a breach of this Agreement will
not constitute a waiver of any other breach.
14.7 Remedies Cumulative. Unless otherwise stated in this Agreement, each remedy of
a Party is cumulative with each other remedy contained in this Agreement and with all other
remedies available to that Party at law, in equity, and otherwise, and no pursuit of any particular
remedy will constitute an exclusive election of any particular remedy.
14.8 Assignment. Neither Party may assign or transfer, by merger, operation of law or
otherwise, this Agreement or any right or duty under this Agreement to a third party without the
other Party’s prior written consent, except that Pano may transfer this Agreement, together with
all of its rights and duties under this Agreement, to a successor entity if Pano is acquired, whether
by equity or asset purchase, merger, corporate restructuring or reorganization, or the like. Any
purported assignment or transfer in violation of this Section is void.
14.9 Pano Change of Control. No corporate or acquisition transaction involving Pano,
including a change of control, will have the effect of modifying or eliminating the obligations of
Pano or its successors under this Agreement, and Pano shall cause any successor to assume in
writing Pano’s obligations under this Agreement, including its warranty, maintenance, and service
level obligations.
14.10 Independent Contractor. Pano is an independent contractor and nothing in this
Agreement or related to Pano’s performance will be construed to create a joint venture relationship
between Customer and Pano, or an employee relationship between Customer and any Pano
employee or subcontractor.
14.11 No Third-Party Beneficiaries. This Agreement is an agreement between the
Parties, and confers no rights upon any of the Parties’ employees, agents, contractors, or customers,
or upon any other person or entity.
14.12 Construction of this Agreement. The word “including” is not intended to be
exclusive and means “including, but not limited to.” The word “or” is not intended to be exclusive
unless the context clearly requires otherwise. Each of the Parties and their counsel have carefully
reviewed this Agreement, and, accordingly, no rule of construction to the effect that any
ambiguities in this Agreement are to be construed against the drafting Party will apply in the
interpretation of this Agreement.
14.13 Force Majeure. Except with regard to any obligation to pay money, neither Party
will be held responsible for any delay or failure in performance caused by flood, fire, embargo,
strike, labor dispute, delay or failure of any subcontract, telecommunications failure or delay, act
of sabotage, riot, accident, delay of carrier or supplier, voluntary or mandatory compliance with
any governmental act, regulation or request, act of God or by public enemy, pandemic, or any act
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or omission or other cause beyond that Party’s reasonable control. If any of these events does
occur, the time to perform an affected obligation will be extended by the length of time the event
continues.
14.14 Entire Agreement. This Agreement together with the Exhibits and any executed
Statements of Work, which are hereby incorporated in this Agreement, contain all the agreements,
representations, and understandings of the Parties, and supersedes any previous understandings,
commitments, representations or agreements, verbal or written, with respect to the subject matter
of this Agreement. If there is any inconsistency between a term of in Sections 1 through 14 of this
Agreement (the “Main Agreement Terms”) and a term on any exhibit, the term in the Main
Agreement Terms will govern.
14.15 Modification. This Agreement may not be modified or amended except in a written
document signed by a duly authorized representative of each Party that expressly states the sections
of this Agreement to be modified; no other act, usage, or custom will be deemed to amend or
modify this Agreement. The Parties agree that any terms or conditions on any Pano invoice or
Customer purchase order in any way different from or in addition to the terms and conditions of
this Agreement will have no effect and the Parties hereby reject those terms and conditions. Each
Party hereby waives any right it may have to claim that this Agreement was subsequently modified
other than in accordance with this Section.
14.16 Counterparts; Electronic Copies. This Agreement may be signed in one or more
counterparts, each of which is an original, and all of which together constitute only one agreement
between the Parties. Delivery of an executed counterpart by facsimile, electronic mail in portable
document format (.pdf), or by any other electronic means intended to preserve the original graphic
and pictorial appearance of a document, has the same effect as delivery of an executed original of
this Agreement.
PANO AI, INC. CITY OF RANCHO PALOS VERDES
Signature Signature
Name: Sonia Kastner Name: David L. Bradley
Title: CEO Title: Mayor
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Exhibit A-1
STATEMENT OF WORK #1
Table of Contents
A.Equipment
B.Pano Solution
C.Installation and Implementation Services
A.Equipment
1.Equipment to be installed:
•Quantity: Four (4) Pano Stations
•Configuration: See Section 4 below.
•Locations: See Section 5 below.
2.Equipment Overview:
Pano shall provide an integrated, turnkey hardware solution for image capture, processing, and
upload to Pano Connect (Pano’s web-based solution). The installation and commissioning of the
Pano Equipment combines the following:
•Site identification, including site mapping and viewshed analysis
•Initial site validation, including confirmation of right-of-way and availability of tower
space
•Site audit, including validation of viewshed, confirmation of connectivity, and power
analysis
•Site contracting, in order to secure right-of-way, power, and ancillary services; includes
permitting, site license, and all bespoke agreements (e.g., intergovernmental)
•Installer vetting, selection, and contracting
•Pano Equipment design, including relevant edge software, communications, power,
and physical equipment (e.g., custom hardware mounting array and fixtures, solar
panels)
•Design verification and development of technical installation specifications with site
manager
•Procurement of the custom bill of materials for each Pano Equipment location
•Manufacturing of Pano Equipment
•Provisioning and testing of each Pano Equipment
•Packaging and shipping of Pano Equipment from Pano’s factory
•Deployment, including final review, materials confirmation, scheduling, equipment
delivery, installation, camera positioning, software provisioning, and field tests
3.Equipment Specifications:
Pano shall provide Equipment that meets the following requirements and specifications.
Sensors: PTZ Cameras with visible light and infrared capabilities
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•The Equipment typically includes two high-definition pan-tilt-zoom cameras, which
each rotate 360 degrees every minute, capturing a full panoramic view. By using two
cameras mounted on either side of the tower, Pano is able to avoid a blind spot from
the tower and mounting hardware.
•Each camera has a resolution of 6MP and is capable of 30x optical zoom.
•Each camera is equipped with self-cleaning wipers to avoid the need for manual
cleaning.
•During the day the cameras capture visible light images. At night the cameras switch
to infrared mode and detect the magnitude of near infrared light.
Communications: Multiple Options
•Pano can leverage existing communications systems at the tower, such as private LTE
communications
•Where no existing communications are available, Pano can leverage its cellular
networking capability. Pano Equipment is capable of supporting two SIM cards from
two different carriers, in order to have redundancy in the event one carrier’s network is
unavailable.
Edge Computing:
•Pano Equipment includes powerful computing resources which allows Pano to run
proprietary applications that pre-process the raw video from the camera before it is
transmitted to the cloud.
Power: Multiple Options
•Existing 110V AC Power, with battery back-up where needed
•Solar and battery power, where existing 110V AC power is not available.
Mounting: Configured for Each Tower
•The mounting hardware and installation process is configured separately for each
tower. Pano is able to select from its library of designs from past successful
deployments on a wide range of government towers, cellular towers, water tanks, and
private property.
•Pano has developed proprietary installation processes and equipment which optimize
the reliability and performance of the Equipment, including the quality of the
panoramas and time-lapses in the Pano 360 interface.
4.Equipment Configurations:
The Pano Stations will be provided in multiple configurations, driven by the needs of each of the
locations. After completion of final site selection, Pano will confirm the configurations to
accommodate the specifics of the sites.
An example configuration is:
•2-camera, waterproof enclosure, ethernet connectivity, no back-up battery
Mounting hardware will be provided by Pano at the time of installation, and is included in the
above charges.
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5.Equipment Locations:
To be mutually agreed in writing between Pano and Customer. The map below contains the
optimal, preliminary site locations Pano has identified in conjunction with the information
provided by the City of Rancho Palos Verdes. Upon signature, Pano will begin a more detailed
qualification process to confirm the ability to install Pano Stations at these locations. In the event
that one or more locations are unavailable for any reason, Pano has identified suitable alternative
locations throughout the Peninsula that will provide similar levels of coverage and will deploy on
an alternate site(s) if necessary.
B.PANO SOLUTION
The Pano Solution provided under this Statement of Work will be the Pano Rapid Detect Solution
described in this Section B.
1.Pano Rapid Detect Solution Definitions:
•Pano for Government: An instance of the Pano Rapid Detect Solution that is tailored
to fire authorities, government users and first responders that Pano may license directly
to those users. This instance may include proprietary data if provided. Users will
receive login access to the Pano for Government solution along with real time incident
alerts.
•Pano Alerts: Pano Alerts users only receive a combination of text message and/or
email based alerts when a new fire incident is detected. The alerts will be identical to
what is received by Pano for Government and Pano for Utility users however Pano
Alerts users will not have access to the full Pano Rapid Detect Solution.
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2.Specific Licenses
The Pano Solution provided under this Statement of Work will include the following:
•Unlimited user licenses to Pano for Government for Customer’s Users.
•Ten (10) user licenses for Pano for Government, to be provisioned for either Los
Angeles Sheriff’s Department of Los Angeles County Fire Department
•Unlimited Pano Alerts user licenses to be provisioned as Customer instructs.
3.Pano Solution Specifications
The following are components of the Pano Rapid Detect Solution to be provided under this
Statement of Work:
•Pano 360 software interface for Pano Rapid Detect, including real-time and 360⁰
coverage at the Pano Station locations, ongoing release of new features, cloud
computing capacity, and cloud storage.
•Pano Intelligence Center / Technical Support, with 24/7 staffing, including internal
controls and systems to minimize false positives of ignitions.
•Pano AI, including ongoing refinement of algorithms, data gathering, model training,
and cloud computing.
•Pano Connect, including cloud storage, as well as data ingestion from Pano Stations
and third-party feeds such as local emergency services and satellites
•Pano Solution utilizes Google Cloud.
Also included are:
•Software configuration, including periodic load-in of assets and provisioning of
notification lists.
•Software training and support, including a designated customer success agent and
regular check-in meetings.
•Additional recurring services, including tower space rental, land rental, Pano Station
maintenance, cellular connectivity, and power.
4.Equipment Maintenance and Repair:
During the Subscription Period for the Pano Solution, Pano shall keep the Equipment described in
this SOW in working order at Pano’s expense, in accordance with the requirements of Section 7
of the Main Agreement Terms and subject to the provisions of this Statement of Work.
5.The subscription fees are: $35,000 per year per Pano Station or $140,000 for all four (4)
Pano Stations included in this SOW, for a total compensation of $700,000.
6.The Initial Subscription Period is: November 1, 2022, through October 31, 2025.
7.Billing Schedule:
Pano shall invoice annually in advance as of November 1 of each year during the Term. Customer
shall pay invoices within 30 days after receipt of invoice.
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8.Proprietary Rights to Camera Data.
As between the Parties, title to all copyrights, trade secrets, and other intellectual property rights
in or related to the data or images generated by the Equipment (the “Camera Data”) are and will
remain the exclusive property of Customer.
Customer hereby grants Pano a limited license to collect, process, store, generate, and display
Camera Data for the sole and exclusive purpose of: (a) providing the Pano Solution; (b) performing
development and engineering work regarding Pano’s products and services; (c) providing incident
information to government users of the Pano for Government platform; and (d) providing incident
information to third parties through Pano Alerts. Additional use of Camera Data by Pano must be
approved in writing by Customer.
Pano may collect, use and disclose quantitative data derived from the use of the Pano Solution for
industry analysis, benchmarking, analytics and other business purposes; provided that all such
quantitative data collected, used, and disclosed will be in anonymous, aggregate form only and
will not identify Customer nor will the Customer be identifiable as the source of the data.
The Parties’ rights and obligations under this Section 8 will survive termination of this Statement
of Work.
C.SERVICE LEVELS
●Google Cloud Uptime: Pano runs on Google Cloud Platform, which has the following
SLA agreements: https://cloud.google.com/terms/sla. For the services that Pano uses, a
99.9% uptime is expected.
●Network Connectivity: If there is a network outage at the site of a camera, then there will
not be any current camera images during the network outage, but images will be saved
locally for 24 hours and uploaded to the system once network connectivity is restored.
●Power Outages: If there is a loss of power to a Pano Station, then no camera images will
be generated during this time. Pano Stations may have battery or generator back -up,
depending on the resources at the Station site.
●Pano Station Firmware Updates (Pano Stations only): Pano will make firmware updates
to the station hardware. Firmware updates may last up to 10 minutes. During the time that
a firmware update is being made, no camera images will be generated. Firmware updates
will be scheduled by Pano with the intention of minimizing disruption to the Pano Solution.
●Pano 360 Software Updates: Pano will make software updates throughout the duration of
the pilot. Software updates may be made on a weekly basis. Patch updates will not require
system downtime. Major and minor updates may require up to 30 minutes of downtime,
and notice of these updates will be provided to Customer admins prior to the downtime.
Software updates will be scheduled by Pano with the intention of minimizing disruption to
the Pano Solution.
●Pano Customer Support: There will be a support email, support@pano.ai, that can be
used to report any instances of non-critical bugs, issues with the system, or feature
suggestions.
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●Notice of Downtime: Email notice will be sent to designated Admins if there are any
instances of downtime in excess of what is detailed by the Google Cloud SLA or the
expected Software Update downtime above.
○The Pano Intelligence Center will monitor camera feeds 24 hours a day, 7 days a
week, for outages.
●Designated Account Executive: Customer will be assigned a designated Account
Executive that acts as a “one stop shop” for Customer Users by providing daily customer
service by fielding customer inquiries regarding the Pano Solution.
●On-going Product Training for the Pano Solution: Pano provides training during each
initial implementation and on an as-requested basis afterward. Pano training is conducted
in a workshop format where users are hands-on with the application – first using Pano-
provided scenarios and then quickly managing the application on their own.
●Continued Engagement with Pano Product Management: Pano is committed to
bringing to market enhancements to solutions to further assist customers in improving their
situational awareness capabilities. Pano utilizes a customer-driven development
methodology to quickly build those new features that users value most. Each of our
customers is given the opportunity to play an active role in our product roadmap.
●Helpdesk Services: Pano provides help desk service via both phone and email during
business hours (Monday through Friday from 9am PT to 5pm PT, excluding holidays) to
assist with any user questions.
PANO AI, INC. CITY OF RANCHO PALOS VERDES
Signature Signature
Name: Sonia Kastner Name: David L. Bradley
Title: CEO Title: Mayor
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Exhibit B
PRIVACY AND SECURITY
Privacy for Pano 360 Users:
● Pano has a published Privacy Policy (https://360.pano.ai/privacy), which outlines what
personal data is collected by Pano and how that data is used.
● Pano restricts access to its internal data stores; access is only provided to Pano personnel
that need to access the data stores in order to perform their jobs.
Privacy for Camera Operations:
● Pano conducts an internal review of the viewshed for every camera that is deployed. Areas
where citizens would have a reasonable expectation of privacy are pixelated. Pixelation is
processed by edge computing resources at the Pano Station, ensuring that all images
transmitted to Pano’s cloud system include appropriate pixelation.
Additional security procedures and industry best practices:
● Data is stored on Google Cloud Platform, which is ISO/IEC 27001 compliant.
● Best practices for web development are used (OWASP), and HTTPS is used for all URLs.
● Best practices for data transfer are used, including certificates, encryption ciphers, and TLS
protocols.
● Edge computers connected to cameras are secured with SSH Public Key Authentication
and cryptographically-signed OS images. A private Certificate Authority is used for SSL
certifications that allow edge computers to authenticate and communicate with Pano
servers deployed on Google Cloud Platform.
Security Breach Notification. Pano shall, at its expense: (a) immediately notify Customer any
unauthorized acquisition, access, use, disclosure or destruction of Camera Data (if the Camera
Data was in Pano’s possession or control) or Equipment (each considered a “Security Breach”) via
email within 72 hours of discovery of the Security Breach; (b) investigate such Security Breach;
(c) promptly furnish to Customer full details of the Security Breach and assist Customer with its
own investigation; (d) take steps to mitigate the effects and minimize the damage resulting from
the Security Breach; and (e) make necessary changes to minimize the likelihood that such a
Security Breach will reoccur.
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Exhibit C
INSURANCE
Pano shall maintain in full force and effect during the Term:
A. Commercial general liability insurance with coverage limits of not less than $1,000,000
per occurrence and $2,000,000 in the aggregate.
B. Product liability (completed operations) insurance with coverage limits of not less than
$2,000,000 in the aggregate.
C. Automobile (hired and non-owned) liability insurance with coverage limits of not less than
$1,000,000 combined single limit.
D. Workers compensation insurance as required by law in the state where the services will be
provided with coverage limits of not less than $1,000,000 per occurrence.
E. Umbrella (excess) liability insurance with coverage limits of not less than $1,000,000 per
occurrence.
Pano shall cause Customer to be an additional insured on the applicable policies, with a copy of
the additional insured endorsement to be provided to City upon execution of this Agreement, and
annually upon renewal, if applicable.
01203.0001/830247.1
DocuSign Envelope ID: 588D4937-76A8-4083-B1E9-1B97C660B1FD
Certificate Of Completion
Envelope Id: 588D493776A84083B1E91B97C660B1FD Status: Completed
Subject: Complete with DocuSign: RPV - Pano Customer Agreement
Source Envelope:
Document Pages: 18 Signatures: 4 Envelope Originator:
Certificate Pages: 5 Initials: 0 Nathan B. Zweizig
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
nathanz@rpvca.gov
IP Address: 72.34.97.146
Record Tracking
Status: Original
10/24/2022 9:53:57 AM
Holder: Nathan B. Zweizig
nathanz@rpvca.gov
Location: DocuSign
Signer Events Signature Timestamp
Sonia Kastner
sonia@pano.ai
Halliwell Ventures, Inc.
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 67.135.67.130
Sent: 10/24/2022 10:13:01 AM
Viewed: 10/24/2022 4:44:18 PM
Signed: 10/24/2022 4:45:03 PM
Electronic Record and Signature Disclosure:
Accepted: 10/24/2022 4:44:18 PM
ID: 9ddc1e3c-2569-4aa0-ab55-ba86c89d580d
David L. Bradley
david.bradley@rpvca.gov
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 107.116.89.59
Signed using mobile
Sent: 10/24/2022 4:45:05 PM
Viewed: 10/24/2022 7:00:43 PM
Signed: 10/24/2022 7:01:07 PM
Electronic Record and Signature Disclosure:
Accepted: 4/6/2022 5:59:34 AM
ID: f0c88f71-e2e8-4736-ab5c-59950463981e
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Stephen Murdock
smurdock@pano.ai
Security Level: Email, Account Authentication
(None)
Sent: 10/24/2022 7:01:09 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Jesse Villalpando
jvillalpando@rpvca.gov
Senior Administrative Analyst
City of Rancho Palos Verdes
Security Level: Email, Account Authentication
(None)
Sent: 10/24/2022 7:01:10 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 10/24/2022 10:13:01 AM
Certified Delivered Security Checked 10/24/2022 7:00:43 PM
Signing Complete Security Checked 10/24/2022 7:01:07 PM
Completed Security Checked 10/24/2022 7:01:10 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
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Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM
Parties agreed to: Sonia Kastner, David L. Bradley
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