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CONTRACT 6395 One Page Service AgreementDocuSign Envelope ID: C12798CD-96E5-4FBD-9A45-D78ABOOBFB4C Agreement No. 6395 services Agreement CONTRACTOR: Veritone DATE MAILED: 5116/2022 Below you will find a checklist relating to Insurance and other requirements that are required for doing business with the City of El Segundo. Only those items checked -off are MANDATORY, however if your standard policies exceed the minimum requirements please include. Commercial general liability insurance must meet or exceed the requirements of ISO-CGL Form No. CG 20 10 11 85 or equivalent. The amount of insurance set forth below will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name the City, its officials, and employees as "additional insured's" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by the City will be excess thereto. Such insurance must be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to the City. Please find additional Terms and Conditions on the reverse side of this Services Agreement. This is not a purchase order or an authorization to begin work. ® Comprehensive General Liability, including coverage for premises, products and completed operations, independent contractors, personal injury and contractual obligations with combined single limits of coverage of at least $1,000,000 per occurrence. ® Auto Liability, including owned, non -owned and hired vehicles with at least: ® $1,000,000 per occurrence. ❑ $100,000 - 300,q00 per occurrence. ❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company. ® Workers' Compensation Insurance: as required by State Statutes with Waiver of Subrogation. (Not needed if Self-employed with no employees and CONTRACTOR signs statement to this effect.) ® Business License: The CONTRACTOR shall agree to have a current City of El Segundo license on file at City Hall or purchase said license (at no cost to the City). ❑ Permits: Plans must be approved and permit(s) issued (no fee) by the Planning and Building Safety if appropriate. Call the Planning Manager @ (310) 524-2340 if you have questions. ❑ Copy of valid picture I,. (Drivers license etc.) PLEASE NOTE: ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE OF A CITY PURCHASE ORDER BEING SENT TO YOU (VIA FAX OR HARD COPY) BY THE PURCHASING AGENT, THUS AUTHORIZING COMMENCEMENT OF WORK FOR THE CITY. Submitted b com Iete all blanksCOLORCr l)Y III' IE ftitii'U!111°L IIII'1AC Ito "III"'llh°�llll'� CI""Il�f Company Name: Veritone, Inc. By (Print name & title): Jonathan Gacek Head of GLc Company Street Address: 5291 California Ave., Suite Vd AIon hood ed Signature required; 300 by City, State, Zip: Irvine, CA 92617 %2redC 81442,,, c�22 1 7:38:51 AM PDT Phone: (949) 298-6660 FAX: N/A Vendor's Email address: aredlich@veritone.com Vendor's Web site: www.Veritone.com Mail original agreement and insurance to: City of El Segundo — City C1er 350 Main Street„ Room 5, El Segundo, CA 90245-3813 Originator/Department Contact: Julissa 8olano PD Management Analyst � " Date initiated: 5-16-2022 Department Head / Finance Approval: cc: Business Licens El Segundo - Veri 5/27/22 M DocuSign Envelope ID: C12798CD-96E5-4FBD-9A45-D78ABOOBFB4C Agreement No. 6395 .... 1.GENERALLY. The materials, supplies, or services (collectively, "Purchase") covered by this services agreement and purchase order ("order") must be furnished by Seller subject to all the terms and conditions contained in this order which Seller, in accepting this order, agrees to be bound by and comply with in all particulars. No other terms or conditions are binding upon the parties unless subsequently agreed to in writing. Written acceptance or shipment of all or any portion of the Purchase covered by this order constitutes unqualified acceptance of all terms and conditions in this order. The terms of any proposal referred to in this order are included and made a part of the order only to the extent it specified the Purchase ordered, the price, and the delivery, and then only to the extent that such terms are consistent with the terms and conditions of this order. Seller is not selling any products to City. Seller is granting City a license for certain access and use of Seller's artificial intelligence operating system, certain associated applications, and certain services that use the artificial intelligence operating system and associated applications, as described in Exhibit A. 2.INSPECTION. The Purchase furnished must be exactly as specified in this order, free from all defects in Seller's performance, design, workmanship, and materials, and, except as otherwise provided, is subject to inspection and test by City at all times and places. If, before final acceptance, any Purchase is found to be incomplete, or not as specified, City may reject it, require Seller to correct it without charge, or require delivery of such Purchase at a reduction in price that is equitable under the circumstances. If seller is unable or refuses to correct such items within a time deemed reasonable by City, City may terminate the order in whole or in part. Seller bears all risks as to rejected Purchases and, in addition to any costs for which Seller may become liable to City under other provisions of this order, must reimburse City for all transportation costs, other related costs incurred, or payments to Seller in accordance with the terms of this order for unaccepted Purchases. Notwithstanding City's acceptance of any Purchase, Seller is liable for latent defects, fraud, or such gross mistakes as constitute fraud. 3.CHANGES. City may make changes within the general scope of this order in drawings and specifications for specially manufactured supplies, place of delivery, method of shipment or packing of the order by giving notice to Seller and subsequently confirming such changes in writing. If such changes affect the cost of or the time required for performance of this order, an equitable adjustment in the price or delivery or both must be made. No change by Seller is allowed without City's written approval. Any claim by Seller for an adjustment under this section must be made in writing within thirty (30) days from the date of receipt by Seller of notification of such change unless City waives this condition in writing. Nothing in this section excuses Seller from proceeding with performance of the order as changed. 4. TERMINATION. City may provide written notice of termination for Seller's default if Seller refuses or fails to comply with this order. If Seller does not cure such failure within thirty (30) days, or fails to perform the Purchase within the time specified (or allowed by extension), Seller will be liable to City for any excess costs incurred by City. Termination for default is available to Seller upon a material breach by City if said breach is not cured within thirty (30) days of notice. 5.TIME EXTENSION. City may extend the time for completion if, in City's sole determination, Seller was delayed because of causes beyond Seller's control and without Seller's fault or negligence. In the event delay was caused by City, Seller's sole remedy is limited to recovering money actually and necessarily expended by Seller because of the delay; there is no right to recover anticipated profit. 6.REMEDIES CUMULATIVE. City's rights and remedies under this order are not exclusive and are in addition to any rights and remedies provided by law. TTITLE. Title to materials and supplies purchased under this order &PAYMENT. City will pay Seller after receiving acceptable invoices for materials and supplies delivered and accepted or services rendered and accepted. City will not pay cartage, shipping, packaging or boxing expenses unless specified in this order. Drafts will not be honored. 9.INDEMNIFICATION. Seller agrees to indemnify and hold City harmless from and against any claim, action, damages, costs (including reasonable attorney's fees), injuries, or liability, arising out of the Purchase or the order, or their performance. Should City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of the Purchase or order, or their performance, Seller will defend City (at City's request and with counsel satisfactory to City) and indemnify City for any judgment rendered against it or any sums paid out in settlement or otherwise. For purposes of this section "City" includes City's officers, elected officials, and employees. It is expressly understood and agreed that the foregoing provisions will survive termination of this order. The requirements as to the types and limits of insurance coverage to be maintained by Seller, and any approval of such insurance by City, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by Seller pursuant to this order, including, without limitation, to the provisions concerning indemnification. Seller agrees that this Indemnification clause takes precedence over any other indemnification provisions in the Agreement, including those in Exhibit A. 10.WARRANTY. Seller agrees that the Purchase is covered by the most favorable commercial warranties the Seller gives to any customer for the same or substantially similar supplies or services, or such other more favorable warranties as is specified in this order. Warranties will be effective notwithstanding any inspection or acceptance of the Purchase by City. 11.ASSIGNMENT. City may assign this order. Except as to any payment due under this order, Seller may not assign or subcontract the order without City's written approval. Should City give consent, it will not relieve Seller from any obligations under this order and any transferee or subcontractor will be considered Seller's agent. 12.INSURANCE. Seller must provide the insurance indicated on the face sheet of this Services Agreement. 13.PERMITS. Seller must procure all necessary permits and licenses, and abide by all federal, state, and local laws, for performing this order. 14.INDEPENDENT CONTRACTOR. City and Seller agree that Seller will act as an independent contractor and will have control of all work and the manner in which is it performed. Seller will be free to contract for similar service to be performed for other employers while under contract with City. Seller is not an agent or employee of City and is not entitled to participate in any pension plan, insurance, bonus or similar benefits City provides for its employees. Any provision in this order that may appear to give City the right to direct Seller as to the details of doing the work or to exercise a measure of control over the work means that Seller will follow the direction of the City as to end results of the work only. 15.WAIVER. City's review or acceptance of, or payment for, work product prepared by Seller under this order will not be construed to operate as a waiver of any rights City may have under this Agreement or of any cause of action arising from Seller's performance. A waiver by either party of any breach of any term, covenant, or condition contained in this order will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this order, whether of the same or different character. %INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. El Segundo - Veritone PG Agreement (5.27.22)(CLEAN).doc 5/27/22 DocuSign Envelope ID: C12798CD-96E5-4FBD-9A45-D78ABOOBFB4C Agreement No. 6395 pass directly from Seller to City upon City's written acceptance following an actual inspection and City's opportunity to reject. W.CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, this Agreement takes precedence of any attached exhibit with conflicting provisions. 18. CONSIDERATION. As consideration, CITY agrees to pay CONTRACTOR for CONTRACTOR's services not to exceed an annual total of $5,600 (five thousand six hundred Dollars) for the work. CITY will pay for work as specified in the attached Exhibit "A," which is incorporated by reference. Notwithstanding the foregoing, City agrees that subject to Section 3, Changes, and subject to any requests for additional users, prices could exceed $5,600 (five thousand six hundred Dollars). City remains solely responsible for paying for services agreed to under this Agreement and for any subsequent changes, as may be agreed to between both parties. 19.EXHIBITS. Exhibit A— Licensee information and service details. Service period: July 1, 2022 to June 30, 2023 El Segundo - Veritone PG Agreement (5.27.22)(CLEAN).doc 5/27/22 Agreement No. 6395 ',t VERITONE. LICENSE AGREEMENT This License Agreement ("Agreement") is entered into as of the date of the last signature below ("Effective Date") by and between Veritone, Inc. (for itself and/or its subsidiaries), having an office located at 5291 California Ave., Suite 300, Irvine, CA 92617 ("Veritone") and the entity listed under Licensee Information below ("Licensee"), with respect to license(s) to Veritone's Platform and related Services. 1. Master License Terms and Conditions. This Agreement is governed by the Veritone Master License Terms and Conditions (GLC) at kittosI/wilock,veritone, com/license-tenns-Ric (the "Terms and Conditions"), which are incorporated herein by reference. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions contained in the Terms and Conditions, the provisions of this Agreement shall govern and control. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Terms and Conditions. 2. Contact Application. During the Term, Veritone grants to Licensee a right and license to access and use the Contact Application, subject to the terms of this Agreement. Licensee acknowledges that the Contact Application is intended to be used by Licensee only as a tool to support Licensee's compliance efforts related to the collection and submission of data under the California Racial and Identity Profiling Act ("RIPA"). Licensee is solely responsible for its compliance with RIPA, including validating that the data collected, generated and/or submitted by Licensee utilizing the Contact Application meets RIPA requirements, and managing data retention and deletion in accordance with RIPA requirements. Veritone makes no representations or warranties as to the accuracy, completeness or sufficiency of data collected and/or generated by Licensee utilizing the Contact Application or as to compliance with RIPA requirements. 3. DOJ Submissions. Licensee will be permitted to integrate the Contact Application with Licensee's systems for the purposes of submission of data to the State of California Department of Justice ("DOJ"). Licensee will be responsible for the configuration and maintenance of all interfaces required to integrate the Contact Application with Licensee's systems, in accordance with the requirements, instructions and/or guidelines communicated by Veritone in writing from time to time. Licensee agrees to provide information regarding Licensee's systems as reasonably required by Veritone to assist Licensee in connection with the integration. Veritone will not be responsible for any delay or failure in the submission of data to the DOJ caused by Licensee's failure to configure and/or maintain the required integration. Veritone and Licensee will agree in writing to the exact date on which the automated submission of data to the DOJ through the integration will be activated. 4. Users. The number of users specified in the table above reflects the number of sworn officers designated by Licensee to access and use the Contact Application (each, a "User"). Licensee shall also be permitted to designate additional non -sworn officer personnel (i) as "administrators," as reasonably necessary to administer Licensee's use of the Contact Application (each, an "Administrator"), and (ii) as "reviewers," as reasonably necessary to perform the reviewer function within the Contact Application (each, a "Reviewer"). If at any time during the Term, Licensee adds Users in excess of the number specified in the table above, Licensee will notify Veritone in writing, and Licensee will be charged additional license fees at the per -User rate specified above, prorated for the period of time commencing on the date each additional User is provided access to the Contact Application and continuing through the remainder of the Term. Upon request by Veritone, Licensee shall periodically provide reports to Veritone of the numbers of Users, Administrators and Reviewers who have access to the Contact Application. Veritone shall have the right, upon at least 15 days prior written notice to Licensee and at reasonable times, to examine Licensee's records for the purpose of verifying the foregoing. S. Payment Terms. The total license fees for the initial number of Users will be invoiced upon execution of this Agreement and will be due and payable upon receipt of invoice. If Users are added by Licensee during the Term, Veritone will invoice Licensee for the additional license fees for such Users, calculated as set forth in Section 4 above, and any such invoices will be due and payable upon receipt of invoice. All amounts are stated and payable in U.S. dollars. Agreement No. 6395 6. Data Deletion. Upon expiration of the Term, Veritone will provide Licensee with continued access to the Contact Application for a period of up to thirty (30) days to allow Licensee to export all Licensee Content from the Contact Application for Licensee's data retention purposes. Licensee Content will be exported in the format generally made available by Veritone, unless a different format is expressly agreed by the parties in writing, which Licensee acknowledges may be subject to additional fees. Upon Veritone's request, Licensee will provide Veritone with written confirmation that Licensee has exported all Licensee Content. Licensee expressly acknowledges and agrees that Veritone will permanently delete any and all Licensee Content upon expiration of such thirty (30) day period. 7. Authority. The person executing this Agreement on behalf of each party represents and warrants that he or she has full authority to execute the same on behalf of such party, and that no other actions or approvals are required for such parry to enter into this Agreement and perform its obligations hereunder.