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Home My WebLink AboutC-3363 - Agreement for Installation of Internet Computer Video Equipment at Newport Beach Lifeguard HeadquartersAGREEMENT FOR INSTALLATION OF INTERNET COMPUTER VIDEO EQUIPMENT AT NEWPORT BEACH LIFEGUARD HEADQUARTERS This Agreement for Installation of Internet Related Computer Video Equipment is made and entered into this S' day of ,Qgc ,',eye, 2000, by and between The City of Newport Beach (CITY), and SURFLINE, Inc. a division of Swell.com a Delaware Corporation (SURFLINE). RECITALS A. The property designated for a SURFLINE camera installation is located at the City's Lifeguard Headquarters. SURFLINE owns, operates and maintains Internet related computer video equipment commonly described as SURFLINE Video Cameras and the SURFLINE Websites on the Internet on which the video images are projected. B. The City Council recognizes the benefits to the operations of the Fire Department offered by the, SURFLINE Video Cameras; and has determined that the benefits of the Agreement will enhance public safety and are in the best interests of the CITY. C. CITY is willing to provide SURFLINE facilities to locate and install a video camera and computer equipment at this location, subject to the terms and conditions of this Agreement. 1. PLACEMENT AND OWNERSHIP a) CITY hereby grants SURFLINE permission to locate, install and operate video camera and computer equipment at The City Lifeguard Headquarters. The camera and associated hardware and software shall be installed at a mutually agreed upon location. b) CITY agrees that all installed equipment shall always remain the property of SURFLINE, and that SURFLINE equipment will be accessible during business hours to SURFLINE personnel. 2. TERM AND RENEWALS a) The term of this Agreement shall commence on July 26, 2000, or upon installation. b) The term of this License Agreement shall be three (3) years from the date of commencement. At the expiration of the three (3) year term, this Agreement shall be automatically renewed for annual periods thereafter until a new Agreement has been executed or this Agreement is cancelled. Either party may cancel this Agreement, at any time, for any reason after the initial three year term. Notice of cancellation shall be confirmed in writing and delivered via US Mail to the last known correspondence address at least sixty (60) days prior to cancellation. c) SURFLINE shall have the right to transmit live video images from the fixed camera installation at the property. For the first three (3) years of this Agreement, CITY shall not enter into another agreement for live beach and/or surf condition images from the City's Lifeguard Headquarters. This restriction shall not be effective during any renewal periods and shall not affect CITY's ability to place its own equipment. However, CITY shall notify SURFLINE of any requests to install a competing camera during any renewal period. 3. SURFLINE OBLIGATIONS SURFLINE agrees to provide City, at no cost to City. a) SURFLINE shall provide all necessary equipment, including hardware and software, and shall pay for installation of the camera hardware, telephone lines, 'Internet connection, and monthly recurring charges for such services, to deliver live video images from the property to SURFLINE's Internet Websites. b) All images from the installed video camera shall reside exclusively at Surfline.com and Swell.com Internet Websites, and shall be provided free of charge. c) SURFLINE shall credit the City of Newport Beach as a sponsor of the camera images with a logo/link back to the CITY of Newport Beach website at city.newport-beach.ca.us. d) SURFLINE will provide a live still image for the CITY to use on its website from all Newport Beach camera locations. e) SURFLINE will provide beach, wave and weather forecasting services to the Lifeguards via the Wavefax, local telephone access to the 800-SURFLINE number and offer special alerts as conditions warrant. f) The installation of the camera will include hook-up to a TV monitor at the City's Lifeguard Headquarters. g) The Lifeguards will be given access to a special page that SURFLINE will create that displays images from all of its Newport Beach cameras simultaneously. h) Within ninety (90) days of the date of installation, SURFLINE will provide access via an administration page for the Lifeguards to override the preset camera views in an emergency situation. i) SURFLINE will also provide an additional page, linked from the camera page, where the Lifeguards can provide safety and general beach information specific to the Newport Beach shores on all of our Newport Beach cameras. This page will be sponsored by City of Newport Beach/Lifeguards and Hoag Hospital's Project Wipe Out at no cost with links back to the respective websites. j) SURFLINE shall indemnify and hold harmless CITY, from all damages, losses, claims, suits, or actions of any kind and nature whatsoever, including attorneys' fees brought for or on account of damage to property, including SURFLINE property, or injuries to or death of any person, including SURFLINE employees or agents, resulting or alleged to have resulted, directly or indirectly, wholly or partially, from SURFLINE's performance of the Agreement. Additionally, SURFLINE shall indemnify CITY, and hold CITY harmless from, all damages, losses, claims, suits of any kind and nature whatsoever, including attorney's fees, which CITY may sustain or incur, in whole or in part, as a consequence of SURFLINE's negligent errors or omissions in the performance of this Agreement. Nothing in this Agreement shall be construed as requiring SURFLINE to indemnify CITY for or hold CITY harmless against grossly negligent acts or omissions committed by the CITY. 4. CITY OBLIGATIONS a) CITY will provide electricity to the camera and computer installation locations at the property, and an environmentally stable indoor space to install the computer equipment with reasonable security, proper ventilation, and access to phone lines as would be normally required for computer equipment. b) CITY will provide any necessary personnel assistance during installation to insure compliance with all applicable Building Codes and regulations and other applicable procedures so as to accomplish a safe and legal installation. CITY will also wipe off the outer Tens of the camera unit twice a week, or more during extreme weather events, to insure good quality images. c) CITY will credit SURFLINE as the source of the live still images provided for the CITY's website. City will provide a logo/link back to Surfline.com on the City's website, provided that CITY reserves the right to disconnect the City's website link to Surfline.com or to Swell.com at CITY's sole discretion at anytime. d) CITY will provide a quote for a SURFLINE press release announcing the roll -out of its Newport Beach cameras citing the advantages of having the cameras to monitor the beaches for crowds, staffing, safety etc. Any SURFLINE press release concerning the SURFLINE Newport Beach Cameras shall be subject to prior approval of the Fire Chief. 5. FINANCIAL CONSIDERATION In addition to benefits provided to City Lifeguards under paragraph 3 above, SURFLINE shall cover all costs associated with the camera installation, recurring maintenance and insurance, and repair due to vandalism. All SURFLINE obligations in paragraph 3 shall be provided at no cost to CITY 6. REMEDIES a) If SURFLINE fails to perform any obligations it incurs pursuant to this Agreement, CITY shall give SURFLINE written notice and SURFLINE shall have fifteen (15) days from the date of the notice within which to perform. In the event that SURFLINE fails to perform within said fifteen (15) day period, then CITY shall have the right to immediately terminate this Agreement two (2) days after a notice of termination has been sent to SURFLINE via US Mail. If CITY fails to perform any obligations it incurs pursuant to this Agreement, then SURFLINE shall give CITY written notice and CITY shall have fifteen (15) days from the date of the notice within which to perform. In the event that the CITY fails to perform within said fifteen (15) day period, SURFLINE shall have the right to immediately terminate this Agreement two (2) days after a notice of termination has been sent to the CITY via US Mail. In the event of the termination of this Agreement, SURFLINE shall have the right to immediately retrieve its equipment without interference from CITY, but under the supervision of CITY or its assigns if requested. d) If any action at law or inequity is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which it may be entitled. Either the Orange County Superior or Municipal Court shall have jurisdiction over any such action and that Court shall be authorized to determine which party is the prevailing party and what amount constitutes reasonable attorneys' fees to be awarded to the prevailing party. 7. ASSIGNMENT This Agreement shall not be assigned by either party without first obtaining the express written consent of both parties, which shall not be unreasonably withheld. 8. INSURANCE SURFLINE will, at its sole cost and expense, keep public liability insurance for the location in force at all times during the performance of this Agreement. 9. COMPLIANCE WITH LAWS AND ORDINANCES SURFLINE shall comply with all local, state and federal ordinances, rules and statutes relevant to the installation and operation of the video equipment. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed' on the day and year first -above written. By: Surfline Sean Collins Title: President APPROVEDAS TO FORM: By: obin L. Clauson, Assistant City Attorney ATTEST: By: ,!/ l(a ��,:�. /2 LaVonne Harkless, City Clerk f: \ users\ cat\ shared\ ag\ surfline. doc Correspondence Address Surfline 300 Pacific Coast Hwy, Suite 310 Huntington Beach, CA 92648 714-374-0556 714-374-0562 Fax CITY OF NEWPORT BEACH, a Municipal corporation By: Homer B1u4///442„-- _au, City Manager City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92658