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Home My WebLink AboutC-7160-1 - License AgreementLICENSE AGREEMENT - TERMS & CONDITIONS 1. AGREEMENT TO PURCHASE. This License Agreement ("Agreement") is entered into as of July 1, 2017 by TVEyes, Inc., a Connecticut corporation ("Company" or "we") and the City of Newport Beach, a California municipal corporation and charter city ("Client" or "you"). We hereby agree to sell and you agree to purchase the number of TVEyes- media monitoring seats as identified on the Schedule of Licenses and Fees ("Licenses") attached hereto and incorporated herein by reference as Exhibit "A." Client agrees to pay Company the fees and Company agrees to deliver the Licenses as set forth in this Agreement. Client may purchase additional media monitoring seats from time to time by executing one or more supplemental Licenses that will reference and be subject to the terms and conditions of this Agreement. 2. TERM. The term of this Agreement shall commence on July 1, 2017 and extend until July 1, 2018. Company reserves the right to change the fees associated with this Agreement at the conclusion of each Term. 3. OWNERSHIP AND COPYRIGHT. Company and its third party providers shall retain ownership of all rights in and to the Licenses. Client may not copy, license, sell, resell, transfer, distribute or otherwise exploit any of the foregoing and will use its best efforts to stop any unauthorized use thereof. The data provided is from proprietary sources and may be utilized for Client's internal research and analysis purposes only. 4. CONFIDENTIALITY. Company shall not include Client's name in its promotional material (e.g., client lists). 5. LIMITATION OF LIABILITY. To the fullest extent permitted by law, Company shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Company performs the Project and/or Services contemplated by this Agreement (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Company's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Company, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Company to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Company. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 6. ASSIGNMENT. The Client may not assign the License(s) granted under this Agreement without the prior written consent of Company. 7. RELATIONSHIP OF THE PARTIES. Nothing contained in this Agreement shall be deemed to create or constitute a partnership, joint venture, or relationship of principal and agent between the parties. 8. ENTIRE AGREEMENT. This Agreement, consisting of Schedule of Licenses and Fees and Terms and Conditions sets forth the entire agreement between the parties and supersedes any and all previous oral or written agreements or understandings between the parties. This Agreement may not be changed, modified or discharged, in whole or in part, except by a writing signed by both parties. 9. RENEWAL. Services provided under this agreement shall be provided for the term of the agreement. The services will automatically renew for a term of the same length unless (i) You provide Company with written notice no later than sixty (60) days prior to the end of the term of your intention not to renew the service, or (ii) Company provides you with written notice no later than sixty (60) days prior to the end of term of its intention not to renew the agreement. Company reserves the right to adjust service fees during any renewal term in proportion to changes in the Consumer Price Index, subject to the maximum adjustment set forth below. Such adjustment shall be made by multiplying the billing rates in the Licenses by a fraction, the numerator of which is the value of the Consumer Price Index for the calendar month three (3) months preceding the calendar month for which such adjustment is to be made, and the denominator of which is the value of the Consumer Price Index for the same calendar month immediately prior to the Term commencement date. The Consumer Price Index to be used in such calculation is the "Consumer Price Index, All Items, 1982-84=100 for All Urban Consumers (CPI -U)", for the Los Angeles -Riverside -Orange County Metropolitan Area, published by the United States Department of Labor, Bureau of Labor Statistics. If both an official index and one or more unofficial indices are published, the official index shall be used. If said Consumer Price Index is no longer published at the adjustment date, it shall be constructed by conversion tables included in such new index. In no event, however, shall the amount payable under this agreement be reduced below the billing rates in effect immediately preceding such adjustment. The maximum adjustment increase to the billing rates, for any year where an adjustment is made pursuant to this section, shall not exceed the Consumer Price Index or 2.0% of the billing rates in effect immediately preceding such adjustment, whichever is less. 10. INTEGRATION. Company may, at the request of the client, provide integration to a third -party platform. This will include only search results. This integration will be available only to customers who maintain a contractual relationship with Company. Further, Company is not responsible for the claims made by third -party service providers related to the utilization of Company, its services or its capture network. Customer Acknowledgement (Initial) _ �- TVEyes, Inc. Page 2 An invoice will be sent to the person or persons designated below upon execution of this Agreement, and except as expressly set out in this Agreement, will be due and payable in full to TVEyes per the terms above. City shall pay Company no later than thirty (30) calendar days after approval of the monthly invoice by City staff. Company reserves the right to terminate services if payment of the invoice amount is not received. The client shall have five (5) days from the Delivery date within which to notify Company of any material nonconformity of the Licenses. Failure to timely respond shall be deemed acceptance. Customer Acknowledgement (Initial) Agreement Acceptance: The authorized signatories below, on behalf of their respective organizations, agree to the pricing and other terms outlined herein. All notices or other communications required or permitted under this Agreement shall be forwarded to the individuals named below Client: City of Newport Beach Mailing Address: Newport Beach Police Department 870 Santa Barbara Drive Newport Beach, CA 92660 Email: JManzella(a)nbpd.org Company: TVEyes, Inc. Mailing Address: 1150 Post Road Fairfiled, CT 06824 [SIGNATURES ON NEXT PAGE] TVEyes, Inc. Page 3 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE M Aaron ATTEST: q „I 17 Date: By: A V4 Leilani I. Brown City Clerk Attachments: CITY OF NEWPORT BEACH, a Califor!�ia.municipal corporation --ef By: vrm °rluln- J4Lewls Police Chief COMPANY: TVEyes, Inc., a Connecticut corporation Date: By: wfthk Dan Viles Vice President Date: — I By: 1 X lJ�rIl l Anne Stephan Chief Financial Officer [END OF SIGNATURES] Exhibit A — Schedule of Licenses and Fees TVEyes, Inc. Page 4 EXHIBIT A SCHEDULE OF LICENSES AND FEES TVEyes, Inc. Page A-1 /e7 5*�� ,* they r= s Quote M Q-00581-2 Date: 5/15/201710:59 AM Start Date: 7/16/2017 TVEyes Inc. End Date: 7/15/2018 1150 Post Rd Fairfield, CT 06824 Phone: (203) 254-3600 Ext. 100 SHIP TO: BILL TO: 870 Santa Barbara Dr. Jen Manzella Newport Beach, CA 92660 Newport Beach Police Department USA 870 Santa Barbara Dr. (949) 644-3662 Newport Beach, CA 92660 Imanzella@nbpd.org USA QTY PRODUCT DESCRIPTION LIST PRICE DISC EXTENDED N 1.00 US National US Database Access - All 50 US States $3,000.000 20.00 $2,400.00 Capture Database Access 1.00 National User Access License -National $600.000 60.00 $240.00 Access License (UAL) - TOTAL: $2,640.00 CURRENT USERS: The following emails have been designated by Client as authorized login accounts on the system. jmanzella@nbpd.org Page 1 of 3