25E - AGMT - ONLINE POLICE RPT SYS

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17.2. Endorsements. The insurance policies shall be endorsed as follows: (a) For the commercial general liability insurance, the Licensee (including its elected officials, employees, and agents) shall be named as additional insured. (b) Licensoe's insurance is primary to any other insurance available to the Licensee with respect to any claim arising out of this Agreement. Any insurance maintained by the Licensee shall be excess of the L.icensor's insurance and shall not contribute with it. 173. Qualifications of Insurers. Alt insurance companies providing coverage to Licensor shall be insurance organizations authorized by the Insurance Cormnissioner of the State of California to transact the business of insurance in the State of California, and shall have an A.M Best's rating of not less than "A:Vll." 18. REPORTING DAMAGES If any damage (including death, personal injury or property damage) occurs in connection with the performance of this Agreement, Licensor shall immediately notify the Licensee Risk Manager's office and Licensor shall promptly submit to the Licensee's Risk Manager and the Licensee's Authorized Representative, a written report (in a form acceptable to the Licensee) with the following information; (a) name and address of the injured or deceased person(s), (b) name and address of witnesses, (c) name and address of Licensor's insurance company, and (d) a detailed description of the damage and whether any I.,icensee property was involved. 19. GENERAL PROVISIONS (a) Complete Agreement. This Agreement together with Exhibit "A" and "B ", which are incorporated herein by reference, is the sole and entire Agreement between the parties. This Agreement supersedes all prior understandings, agreements and documentation relating to such subject matter, except for the concurrently executed Exhibit B: Software Support and Maintenance Agreement. (b) Modifications to License. Modifications and amendments to this Agreement, including any exhibit or appendix hereto, shall be enforceable only if they are in writing and are signed by authorized representatives of both parties. (c) Applicable Law, This Agreement will be governed by the laws of the State of California. Any suit, claim, or legal proceeding of any kind related to this Agreement shall be filed and heard in a court of competent jurisdiction in the County of Contra Costa. (d) Notices. All notices and other communications given in connection with this Agreement shall be in writing and shall be deemed given as follows: • When delivered personally to the recipient's address as appearing in the introductory paragraph to this Agreement; • 'Three (3) days after being deposited in the United States mails, postage prepaid to the recipient's address as appearing in the introductory paragraph to this License; or • When sent by fax or telex to the last fax, telex number or E -Mail address of the recipient known to the party giving notice. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first -class or certified mail or the recipient delivers a written confirmation of receipt. Any party may change its address appearing in the introductory paragraph to this Agreement by giving notice of the change in accordance with this paragraph. (e) No Agency. Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties. (f) Assignment. A party may not assign its rights or obligations under this Agreement without the Coplogic— DORS Setup and Subscription License Agreement (AST l 1.20.15) 25E -8