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Home My WebLink AboutC2007-406 - 11/1/2007 - NA,# ~~ ~~TI~ICATIOh BERYJCE THIS INT~RN~T IN~'~RMATION C~I~L~CTIDN A~M>~NT {"Agreement"} is made effective as of November ~, ~~07 {"Effective Date"~, ~~ and between Citizen Notification. Service, a Texas limited liability company, with principal offices at ~'.~. fox 85l?l0 Mesquite, TX 75185-17~~ ("Citizen Notification service"}, and the City of Corpus Christi for the benefit of its Corpus Christi Police Department, a ~rCunicipal police Agency, with principal offices at 3~l John Sartain, Corpus Christi, ~ 7840 ``Agency"}. Citizen Notificatron Service and Agency are sorneti~nes referred to mdrvrdually as a "party" and collectively as the "parties." IT ~. C~trzen Notrficatrori er~rice is .the owner of the rrmeweb Internet technology that permits the collection and dissemination of public information over the Internet. B. Agency wishes to use such Internet technology to s~rbmit certain public informations to Citizen Notification service for dissemination over the Internet. citizen Notification service and Agency wish to enter into this Agreement. New, THE~~'~~, m consideration of the foregoing recitals and Other good and valuable cons~deratran, the receipt and sufficiency of which are acknowledged, the parties, intending to be legally bound, agree as follov~s: ~ . Defnl~o~s. ~ . ~ "Agency InfornrYation" means legitimate public safety information relating to abut not necessarily limited to} ~i} missing child alerts, {ii} missing adult alerts, viii} major crime alerts, and {ivy homeland ~v~ community security alerts. ~ . "Contract Year" means each year this Agreement i in effect. l~or example, the first day of the second Contact Year is the first anniversary of the ElTective Date. ~, "Citizen No#ificatian ervlee Internet Services" means Cit~er~ Natieatien Service mal~ing technola~y available for Citizen Notification service to colteta and Agency to submit, the Agency Information over the Internet, ~. itir~n l~otifica#Ion Sece Internct Services, ~. t Ilse of Citizen Notification Service Internet services, Agency nosy use the Crimeweb.net Internet Services daring a term of this Agr~einent to submit Agency Information. Agency shall have no right to use the Criineweb.net Internet Services following the terra of this Agreement, except to the etei~t permitted m a separate, written agreement between Agency and Citizen Notification Service. Agency sh~rll not {i}share with a third party, or make available to a third party, the use of the Crirneweb.net Internet services or {~i} ~~~7r~~~ 1111 117 ;DI~I,ECTI~N AEMENT page l Citi2en ~atifieation Service intentionally submit to iti~en Notification Service, on behalf of a third party, infar~nation that does not relate to Agency's geographic region or persons located in Agency's geographic region. .~ ownership of rime'~Veb.~aet,Iternet services. Alt right, title, and interest including, but not iirnited to, all in#ellectual property rights} in and to the software and other tangible and intangible materials related to, ar underlying, the ri~ne~Veb.net Internet Services bother than the Agency Information}are and shall remain in citizen Notification Service. License to Agency--~nforatian. Agency grants iti~en Notification Service a r~on~exclusive~ perpetual, irrevocable license to use the Agency Information which use includes, but is not limited ta, floe dissemination of the Agency Iormatian over the Internet to any third party. The license granted in this Section 2. shall terminate upon the termination of this Agreement and citizen Notification Service shall gave na right to use the Agency Information therea~er. Upon termination and receipt of written notification from Agency thief of Police, iti~en Natificatian Service shall promptly remove within ~ days of notice} all references to Agency Inforn~.ation from citizen Notification Service systems. 3, ~". {~} Amount and Schedule. citizen N'atif ication Service grunts Agency an annual subscription fee of $~,7~a.~a each year as set Earth iu Schedule I of this Agreement the "Pees"} in accordance with the payrrxent schedule set forth in Schedule I of this Agreement. itizer~ Notification Service will make iao change in these prices a they apply to Agency for a period of twelve ~ l2~ months after the Effective Date and will limit any price increases for subseiluer~t renewals to ten percent Ala°I~} lam" Yom'. 4. Na warran~ie~. 4.1 Disclaimer. ~a} ~~ NOTIFIATIDN s>~RVI~E PR~~IDES THE REwE>~.NET INTERNET SERE oN AN ~~.~ ~,~} ~~wERE ~,,, ~ ~~ITH ALL FAULT" ~~~~~. CITIZEN NDTI~FIATI~N SERVICE EXPRESSLY DISCLAIMS ALL WARRANTIES DEPRESS ~R IlVIPLIED} ARISING BUT IMF, ~R. IN ~NNETIN w~TH, THE USE, MAINTENANCE, R PERFRMAN~E ~P THE CITEN N~TIFIATI~N SERVICE INTERNET SERVICES, INCLUDING, BUT NAT LIMITED TD, THE WARRANTIES ~F NON-INI~'RINCrEMENT, MER~HANTABILITV, AND FATNESS I~OR A PARTICULAR PURPOSE. {~~ CITIZEN NCITIFIATIDN SER~IE ~ NAT REP~Ns~L~ ~~~ AEN~Y' ~vAB~L~TY To Ac~ES oR ~THERwIE ~E T cR~MEwEB.NET INTERNET SERVICES ~INLDINC, BUT NoT LMTED TD, INABILITY DUE T~ I~ARD'ARE R SOFTWARE FAILURE DR INTERNET ~NNET>"V~ITY ~R TRANSMISSION SPEED}. ~c} ~ITI~EN NOTIFICATION SERVICE DoE NAT sREEN, MDNITDR~ ~~ MoDIFY THE AGENCY ~RMATIQN AND DOES NOT GUARANTEE OR WARRANT THE AOCURAY, nvTERITY, ~ ~uALIT~ THE AENY INF~RMA~ION aR THAT THE AC ENCY IN~~RMATION wII.,L BE PR~~IDED ~R MADE AVAILABLE TO ANY TI~RD PARTY DN A oNTINU~U, UNnvTERRUI~TED 1~AY. (d} OITI~EN NOT~I~ATI~N SER'~IOE SHALL HAVE NO LIABILITY WITH RESPECT TO TIT~EN NOTIFICATION SERVICE' ELICATIONS UN1~ER THIS AGREEMENT ~'OR INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR INCIDENTAL DAMAGES, EVEN YF INTERNET Il~`ORMATION COLLE~TI~N AGREEMENT page ~ tAP 1 ~~aZ ~TI~EN N~TIFIATI~N EIYE HAS BEEN AD'~~~ED ~~' TAE P~S~IB~LIT"Y ~F UH ]]AMAZES, 4.~ Limitation, Each party ages that it gill be respansil~le for its awn actions and the results thereof to the extent authorized by law and shall not be responsible far the acts ofthe other party Qr the results thereof 4. Indernnific~tivn. Sub'ect #o Section 4.1 ~ Citizen ~~#~fication Service shall indemn` save and hold h~rnr~ess the 1 of o us hristl its aflicers ern io ees and ~ enta "~ndemnitees~# ~ ain~t a~ liabili da~a a loss claims demands and actions of an kind on ~rccount of ersonrrl in'uries i~cludin without l~ul#in the for yin workers' corn ensatian and death claims or ro loss or llama a of an kind which is direct car~sed b iti~en Notcatlon Servic its officers em to ees or a ants n ' ant acts orni~sions ar ~vlllful misconduct sale to the extent Crt~en o#icatron Service's acts omisaiorts or misconduct contributed to the iiability~ llama e, loss, cl~lms~ demands or actions. The. above inden~nifiction e~ ress e~eludes an acts ac#ians inactions or ornissi ns b Citizen ~otiflcation Service a nested b en or r aired to meet A n r ulrenrents. Sub`eet tv Section 4.1 d Citi~eu notification Service uaust at its own e~ ease anvesti ate all those clalrn~ and demands, attend to their sett~e~nent_ or ot~~r dis~ositio~n_, defe~rd a~ actions based on those cl~i~n~ end demands with counsel of their choice and ~ a~ eha es of attorneys ar~d all ether cast and e~ge~ses o~ ~v ~iu~~_ ~risinfro~ ~ho__liability, dan~a~e} lost, claims dem~uds or actions deemed a ro riate b a court of com etent 'urisdictian. 4.4 ARDI~~ ~F T~EDR ~F l~E~~~E~Y, ~TIEN NDTIFIATIDN ~Rl~' ~ TOTAL AGG~EEATB LIABI~~T, ~NL~JDIN Tl~ IIEIV~IFIATI~N UNDER E'Tt~N 4., SHALL NDT FEED '~ IUiDNTE~ A~AtLABLE TO ~Tt~EN N~TtF~~ATt~N ER~ICE tJNDEI~ ~~T~EN NDT»'IA"I't~N E~VIE'S APPL~ABLE ~NS~]ttAN~E PDL~~. Term and Ter~ninution. ,1 Term. This Agreement shall have an initial term commencing on the Effective Date and ending on the f rst anniversgry of the Effective Date the "initial Term"}. Thereafter, this Agreement shall automgticaliy renew for one additional term~s~ each year ~"renewal Term'3} unless a Party notifies the other Party at least 3~ days prior to the end of the Initial Term or subsequent "Renewal Terms}" of the non-renewal of this Agreement, 5.~ Termination. Notwithstanding section 5,1 of this Agreement, citizen Nati~ication Service shall hgve the right to terming#e this 1~greement including, but not limited ta, the nse of the rimeeb.net l~ternet Services granted in Section 2. I of this Agreement} ~i} upon eve days written notice to Agency if Agency or any officer, e~nplayee, or agent of Agency violates any provision of this Agreement or iii) immediately upon ~Yi`ltten notice to Agency ~f ~t~en Nat~ficattan Service determines ~~n 1t~z~n Not~~cgt~an erV'le's sale discretion}that Agency or any of its officers, employees, or agents is using the ~rimeweb.net Internet Services to disseminate inapprvpr~a#e information ar inform~rtion that fails to address a legrtirnate Public safety Interest, Termination of this Agreement terminates ~automg#teally gnd vvithaut any fu~her action 6y gny Party the right to use the rimeweb.net Internet Services granted in Section ~.1 of this Agreement. ~Jpan receipt of written request of Agencya termination of this Agreement by either party terminates ~itixen Notification Service's right to use the Agency information granted in Section. of this Agreement, and citizen Nvtificatian Service shall delete all references to Agency information from its systems within days upon receipt ofwritten request from Agency chief of Police. Agency shall receive no refund due to termination of this Agreement under this Section 5.~. ~.~.1 Term~natian b A enc Notwithstandin Section ~. ~ of this A Bement A en shall have the ~RNET iNF~R,.ATIN DLLE~TIDN AGREEMENT page 3 tA~P t~l~~ r~ t to terin~nat .is meet with ar without cause at an tine u on written notice to it~zen ~1ot~c won ervice~. _ A ncy ~htl r~cei~e na ~e~ far t~r~inat~~~ out cau~ u~~er t~~i sect~~n , .1, S ections_ ~.2, ~.3, 4 and ~~4 of this Agreement shall survive the termination of this Ag~reement~ Zl~seellaneous. . ~ Notices. (~~ Any notices to be given under this Agreement by either Party to the other Party shali be deemed to have been duly given if given in voting and (i} personally delivered, (ii} sent by nationally recognised overnight courier, or (iii sent by mail, certified, postage prepaid with return receipt requested, in each case, at the address far such Party set Earth below: ~i} tfto it~en Notification service, addressed to; P Box 851710 Mesquite, Texas '~ ~ 85-1 ? 10 Attu; I~ixectar of Sales (ii} Ifto Agency, addressed ta; corpus hnsti Police cpartent~ 3~ 1 John arta.in, o us Christi, Texas Attention: ~ (,~.~ ~' 7501 ~b~ latices delivered personally or by canner shall deemed cornmunieated as of actual receipt; mailed notices shall be deemed communicated as of 14:00 a.m. on the third business day after mailing. (c} Any Party may change its address for notice hereunder by giving notice of such change in the manner provided. in this Section 6.1. G.~ finding l~ffect. This Agreement shall be binding upon the Parties and their employees, officers, directors, agents, subcontractors, related companies, subsidiaries, divisions, ca~venturers, successors, and permitted assigns. .~ ~ounter~arts. This Agreement may be executed counterparts, each of which shall constitute an original, but all of which shall constitute one and the same document. Faxed copies of manually executed signature pages to this Agreement will be fully binding and enforceable without the need fox delivery of the anginal manually executed signature page. .4 ravern~n Law. This Agreement shall be governed by, and enforced its accordance with, the laws of the Mate of Texas, without regard to Texas principles of canf l icy o~ law ~. Casts. each Party shall pay all of such Party's own expenses relating to the negotiation and preparation of this Agreement, including, but not limited to, the fees and expenses of such Pasty's counsel. ~IT~R~T ~NF~l~1VIAT~I~ ~LLETi~N ACRE)~NT page 4 IA~P t014~ ~.~ Asigmmnt. Agency may not assign this Agreement for Agency's rights, duties, or obligations under this Agreements without the pti0r, express, and written consent of iten Rotifieation Service, which consent nay be withheld in iti~en Rotification Service's sale discretion. ~itix~en Rotification Service may not assign this Agreement without prior w~tten consent afAgency, which shall not be unreasonably withheld. b.7 l~ntire A went. Mach Part~r acl~nowledges that such Pare has read this Agreement, understands this Agreement, and agrees to be bound by the terms and canditivns of this Agreement, and further agrees that this Agreement is the complete and exclusive statement between the Parties relating to the iti~en Rotif~ication service Internet Services, which supersedes and merges all prior proposals, understandings, and all other agreements, verbal and written, between the Parties relating to the ~iti~en Notif Icarian Service Internet Services. .$ No 1VIodilications. This Agreement may not be modified or altered, except by a written agreement duly executed by both Patties. ~. Ro waiver. The warver ar failure of 1ti~en Rotrficatro~ Service to exercise m any respect any tght provided far under this .Agreement shall not be deemed a waiver of any further right under this Agreement. ~. ~ ~ everabili , If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present of future laws effective during the term of this Agreement, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid, of unenforceable provision never comprised a part of this Agreement; and the remaining pro~risions of this Agreement shall remain in full farce and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Putther~more, in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as part of this Agreement, a provision as similar m its terms to such rllegal, invalid, or unenforceable provision as nay be passible and be legal, valid} and enforceable. ~. ~ I ~`orce a~eure, citizen Rotification Service shall not be in default of this Agreement by reason of any failure of its performance under this Agreement if such failure results, whether directly or indirectly, from a cause beyond its reasonable control, including, but not limited ta, any ~i} failure of Internet access including, but not limited to, failure related to Internet service providers}, iii} international, federal, state, or local law, statute, or regulation, viii} act of hod, Div}war, ~v~ civil disturbance, ~vi~ act of any government, ~r {vii} lacy of timely instructions of essential infatmatian from the other Forty. ~.1~ Ro Third party ~e~ef~cxarles. There are no third pY beneficiaries to this Agreement, ~. ~,3 ~it~i~n ~otifi~a~tion r~ri~~ ague t~ ~or~p~.~r witch inurn~~ ~e~t~irem~~~s ~stablihd by A~n~' s Risk Mna~~n~nt~ ~~p~rt~m~n~ . ~E ~~~, this Agreement is entered into by ~iti~en Nottficatian Service and Agency to be effective a of the I~ffective Date. ITN N~T~I~AT~OI~ S~It~: ~itin Ratification Service, a Texas limited liability company 13y: .- Rome: TARSDA F(]I~I~ IRTE~T ~O~ATI~N ~LLETIDR A~1V~NT page 5 IA~P t Ola2 Tithe: DIR~T~R ~ SALES MA~TIN~ ANA: City o Corfu hr~'~ki By: Name: ~ ~ Tithe; Appro~red as to form: ~ ~ Z~°~° ~ Lisa Aguilar Ass~stan~ qty ~orr~ay ~~~ ~y At#orney ~~T ORATION ~~~~ET~~N A~CEENT pale f IAP ~01~~ cheuie l Cit~en l~ot~~eation Service ~rtctn~ -- corpus Christi Police )repent ~ . ~irs~ year 1~ee 3,~51~.3 based on p~puiation of ~~4,4~ ~ - ~~~,01~0 Bch addt~ional year ~~ $4,750.0 for unlimited access and use ofthe system. ~N~E~T I~IF~I~ATI ~LLI~TI~N ACE~NN'T pale 7 ZAP ~ ~I~~