City of Culver City, California
City Council Agenda Item Report
RECOMMENDATION:
Staff recommends the City Council approve a professional services agreement with
The NTI Group for subscription to Connect -CTY Services.
BACKGROUND:
In an effort to more efficiently reach members of the community, many local
governments, schools and businesses use an “auto-dial” system to provide
community messages or alerts to prearranged numbers. The drawback of an actual
“auto dial” system is that it can only dial a few numbers at a time and can take hours
to dial all of the houses and businesses in a specified area.
The Connect-CTY System is a map based software product that can reach
thousands of phone numbers within a few minutes. Once an area of the City is
identified and outlined on a computer map page, messages can be broadcast to
those residents and businesses. This system has multiple methods in which the
same message can be delivered, allowing email, voice and text messaging. This
system also works with TTY systems for the hearing impaired.
In theory, members of an entire household could be notified of an emergency, with
messages sent to the house and all family member cell phones, including text, giving
evacuation information as well as established meeting locations.
To manage the effectiveness of emergency notifications, this system notifies the
administrator of the numbers called and whether the phone was answered by a
Meeting Date: 07/23/07 Item Number: A-2
AGENDA ITEM: Approval of a Professional Services Agreement with The NTI
Group for the Connect CTY System.
Contact Person/Dept.: Lieutenant Craig
Bloor
Phone Number: (310) 253-6212
Fiscal Impact: Yes [X] No [ ] General Fund: Yes [ ] No [X]
Public Hearing: [ ] Action Item: [ X ] Attachments: [X]
Public Notification: Master Notification List (07/18/07)
Department Approval:
Don Pedersen (07/18/07)
City Attorney Approval:
Carol Schwab (by H. Iker) (07/18/07)
City Controller Approval:
Marlee Chang (07/18/07)
City Manager Approval:
Jerry B. Fulwood (07/18/07) City of Culver City, California
City Council Agenda Item Report
person, or if voice mail was left. It can also be adjusted to have the person receiving
the call give a response by menu, such as pressing a specified number to confirm
the message was understood. A series of choices can also be programmed into the
outgoing public message, giving the receiver of the call the option to respond by
pressing a given number of choices.
This system is simple to operate and could be used by most city departments for
items ranging from emergencies, community alerts, or internal notification to city
personnel of emergency mobilization plans, etc. Once the menu groups are created,
calls to thousands of numbers could be made within minutes.
Publicly listed telephone numbers are collected from sources such as the phone
book and other areas within the public domain. Those with unlisted, private
telephone numbers would be afforded the opportunity to submit or withdraw their
numbers at will, through a web based portal provided by Connect CTY. All private
numbers submitted to this site are kept confidential and not shared or provided to
outside agencies or sources, so that we can assure the confidentiality of those who
want to participate.
DISCUSSION:
Initially the City participated in a six month trial at a reduced rate for evaluation
purposes, beginning in December 2006 and ending June 30, 2007. During that time,
City departments had the opportunity to attend introductory classes displaying the
benefits of the system and usage instructions for making city wide calls to the public
and inter-departmental calls. A consensus was reached among the department
heads to recommend purchase of this system, with each agreeing to help fund this
out of their respective budgets.
The NTI Group did an assessment of residences and businesses within the city and
determined that there were approximately 15,130 addresses within Culver City. The
annual cost for this contract has been determined to be $33,080, per year for a
period beginning July 1, 2007 and ending June 30, 2010, which breaks down to a
cost of $2.19 per address, per year.
The cost of the agreement includes training on an as needed basis, unlimited
support 24 hours a day, and a web portal allowing community members to add
contact numbers into the system. The cost also covers remote web site access
through Connect-CTY sites around the country, assuring plan administrators
guaranteed access, should a local emergency affect the Los Angeles based site.
City of Culver City, California
City Council Agenda Item Report
As a safety valve with this contract, the City has the right to cancel the contract on
each annual anniversary date, at will, should that choice be made. (Connect-CTY
Agreement attached).
An administrative policy has been drafted regulating who will make public
notifications and what types of circumstances would generate these notifications.
This policy would protect the integrity of the system and prevent unauthorized use.
To ensure the efficacy of this system, it is proposed its use be initially limited to
emergency notification.
After adoption of this agreement, the Police and Fire Departments will conduct an
extensive public outreach program to introduce and educate the public about the use
and benefits of this program.
FISCAL ANALYSIS:
Sufficient funds are available in the fiscal year 2007-08 adopted budget for this
contract service.
There will be a reoccurring cost of $ 33,080 each year for the term of the agreement,
until its expiration June 30, 2010.
It should be noted that the benefit of an efficient emergency public notification
system will enhance the City’s service level.
ATTACHMENTS:
1. Connect-CTY Agreement
MOTION:
1. Approve a professional services agreement with The NTI Group to provide
Connect-CTY services for the City, for the term effective date July 1, 2007
through June 30, 2010 in a not-to-exceed amount of $33,080 per year.
2. Authorize the City Attorney to review the agreement and approve as to form and
authorize the City Manager to execute the agreement on behalf of the City.
MEETING DATE : July 23, 2007
AGENDA ITEM : Consideration to Enter into a Professional Services
Agreement with The NTI Group for the Connect CTY System using Pre
Approved Funds
ATTACHMENTS
Pages
1. Connect-CTY Agreement. 1-8NTI
The NTII Group
Connect-CTY AGREEMENT
EIN #20-0597724
This Connect-CTY Agreement (the, "CTY Agreement") dated May 21, 2007, is entered into by and between the City of Culver
City, a municipality in the State of California (the, "Client" or "Licensee") and The NTI Group, inc., a Delaware corporation ("NTP'
or "Company" or "Licensor").
WHEREAS, the Client wishes to subscribe to the ConnectCTYTM' service (the, "CTY Service") provided by NTI, in order to send
any-time unlimited messages to households, businesses, and certain other constituents within the Client's jurisdiction ( each, a
"Recipient").
NOW THEREFORE, for other good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. CTY Service. The CTY Service will include the following features:
a. Unlimited Messaging . Unlimited any-time messages throughout the Term, enabling the Client to communicate with
residents and businesses within its jurisdiction.
b. Database. NTI will provide the Client with one (1) phone number per physical address to the extent that such numbers are
available ("NTi Data"). The Client may provide up to two (2) phone numbers and two (2) email addresses per Recipient
(the "Client Data"), provided, that, for business Recipients, the secondary phone numbers must not be up more than one
phone line of a multi-line business. The Client Data, the NTI Data, and the data input by individuals via the CTY Web
Portal , may hereinafter be collectively referred to as the 'Recipient Data ". NTI may add new features and functionality from
time-to-time and the Client agrees to comply with all relevant rules and instruction pertaining to the use of such new features
and functionality.
c. Training , Customer Support, Maintenance . Onsite training to educate all Users on how to send messages , receive
reports, and other aspects of the operation of the CTY Service. NTI will also provide the Client with unlimited maintenance
and support (client care and technical support), on a twenty-four (24) hour, seven (7) days a week basis, throughout the life
time of the contract. The Client will designate qualified personnel to act as liaisons between the Client and NTI respecting
technical, administrative and content matters, and providing accurate and current contact information.
d. Geographic Information System (GIS) Mapping . A geo-based mapping system that allows a Client user to create
specific call lists for certain areas of the Client's jurisdiction using criteria such as radius, street, zip code,
e. Messaging Features. Multiple delivery methods via both voice and text, to landline phones, cell phones, e-mail, PDA
devices, pager, and TTY/TDD devices . SMS, detailed message reporting , multi-lingual messaging , and interactive polling.
f. Remote Launching Capability. Users can access and use the CTY Service from anywhere in the U.S. via an Internet
connection and/or a phone.
g. CTY Web Portal. A Web interface that enables residents and businesses to update or add to their contact (telephone and
email address) information electronically at no charge ("CTY Web Portal"). The Client agrees to execute NTI's Image
License and Linking Agreement ("CTY iLAL Agreement"), which will be presented to the Client if it chooses to utilize the
CTY Web Portal. A sample of the CTY ILAL Agreement is attached hereto as Exhibit 'A".
2. Term ; Termination. The Client will utilize the CTY Service during the period commencing on the later of (I) the date on which
this CTY Agreement is executed in full, or (ii) July 1, 2007 ("Effective Date"), and ending on June 30, 2010 (the, "Term").
a. Termination for Convenience. The Client can terminate the contract for convenience on the one year anniversary of the
Effective Date, and each one year anniversary thereafter, by giving NTI at least thirty (30) days prior written notice to
terminate.
b. Termination With Cause. Either party may terminate this CTY Agreement in the event of a material breach by the other
party, which breach remains uncured for thirty (30) days following written notice to the breaching party. In the event of a
termination by Client for an uncured material breach, Client will receive a pro rata refund or credit of any amounts paid but
not utilized hereunder.
c. Effect of Termination. Any termination of this CTY Agreement will not affect any rights or liabilities of either party that
accrued prior to such termination. Provisions of this CTY Agreement which, either expressly or by their nature contemplate
continued performance or application following the Term, will survive the expiration or termination for any reason of this CTY
Agreement. In a similar fashion, if Client inputs any information or other data into NTI's systems prior to the Effective Date
in order to prepare for the commencement of the Service, Client agrees that the terms and conditions of this CTY
Agreement will also apply during that period.
3. CTY Service Fee. In return for the u ,%P- 31-th? CTT servtt•;e-dt!ring the Term, the Client will pay NTI a Service Fee in the amount
of thirty-three thousand and eighty dollars 33 880) per year. The Service Fee is invoiced annually and payable on net 30
terms. The invoice for the first veaKwill be sent out upon NTI'sr^eceipt of a signed CTY Agreement-
NTI Confidential Page 1 of 74. Representations and Obligations.
a. Authority to Bind . Client and NTI each represent and warrant that the person signing this CTY Agreement on their behalf
is authorized to do so, and upon such execution, this CTY Agreement is the legal obligation of each party.
b. Privacy . The Client agrees to comply with the then current Acceptable Use Policy and Privacy Policy (collectively, the
"Policies") (which can be found at the NTI Website located at www.ntigroun.com ("NTI Webs ite"), as amended from time
to time. In the event of an express conflict between the terms of the Policies and the terms of this CTY Agreement, the
terms of this CTY Agreement will prevail. The Client will be notified by means of an email to the Client contact if specified
on the signatory page, and/or a written announcement on the home page and member sign-in page on the NTI Website, if
there are any material changes to the Policies. NTI does not rent, trade, or sell data to third parties.
c. Compliance with Laws . Each party will seek to comply with all relevant laws and regulations in the conduct of its actions
regarding the subject-matter of this CTY Agreement and the use of the CTY Service. The Client represents that it and its
representatives (" Users") will use the CTY Service only for lawful purposes and in compliance with privacy laws and this
CTY Agreement, including the Policies.
d. Secu rity. All passwords and user names (collectively, "Account Information"), provided by NTI are deemed Confidential
Information. The Client is responsible for (i) knowing who has access to its applications and servers; (ii) keeping track of
login accounts; (iii) Client-side security with respect to Account Information; and (iv) for activities that occur under its
account The Client will provide Users and other staff with appropriate notice of the terms and conditions under which
access to the CTY Service is granted. The Client agrees to (i) immediately notify NTI of any unauthorized use of Account
Information or breach of security pertaining to the CTY Service, and (ii) ensure that Users exit from their accounts at the end
of each session. NTI is responsible for implementing adequate security precautions for matters under its direct control.
e. Transmission of Messages : Data. Client will be responsible for the content of the messages transmitted by Users using
the CTY Service and agrees not to send communications to a Recipient who "opts-out % i.e., who has indicated that he/she
does not wish to receive a communication from the Client The Client will only use the NTI Data to contact individuals
pursuant to the use of the CTY Service and is prohibited from downloading or making copies of NTI Data. Any search and
on-screen display functionality is restricted to resolving incidents or assisting an individual or business entity inquiring about
the use of its information pursuant to the CTY Service. The Client represents that it has the authority to acquire, provide,
and use the Client Data. The Client acknowledges that Nil is not responsible for and does not give any assurance to
Client, any User, or any other person or entity with respect to validity or accuracy of data including, the NTI Data and data
input by any individuals on the CTY Web Portal. NTI uses best efforts to provide the NTI Data in accordance with generally
accepted professional standard.
f. Confidentiality. The Client will maintain the confidentiality of NTi Data, the CTY Service, Account Information, User Guide,
materials identified as confidential, and the member pages of the NTI Website (collectively, "Confidential Information")
with the same degree of care that it uses to protect its own confidential information, but in no event less than a reasonable
degree of care, provided, however, that, the Client may disclose Confidential Information to the extent required by law or in
response to a written Public Records Request under California Law, the Client agrees to provide NTI with notice prior to
such disclosure together with a list and copies of, all documents that will be disclosed. The Client agrees to limit access to
the Confidential Information to those of its personnel with a legitimate need for access and who have entered into
appropriate confidentiality agreements with the Client. In the event of any breach of this Section by the Client, NTI may
seek injunctive relief and terminate this CTY Agreement, in addition to claiming other relief at law or in equity. Upon the
termination of this CTY Agreement or the expiration of the Term, whichever is earlier, the Client shall, either destroy or
promptly return to NTI (without retaining copies, in any medium) any and all Confidential Information of NTI.
g. Insurance. NTI shall, at its own cost and expense, obtain and maintain the following insurance throughout the duration of
this Agreement
I. Workers compensation;
ii. Disability benefits - statutory;
iii. Employer's liability insurance;
iv. Commercial general liability insurance covering personal injury and property damage in an amount not less
than two million dollars ($2,000,000) in the aggregate. The City of Culver City will be named as an additional
insured on the general liability policy;
v. Excess liability insurance in the amount of three million dollars ($3,000,000).
5. Warranty. Nil represents and warrants that the CTY Service will perform in a commercially reasonable and professional
manner in accordance with industry standards and will conform substantially to the specifications set forth in the User Guide
available from NTI on the contract execution date and which is incorporated herein by reference. NTI will use commercially
reasonable efforts to assure that the CTY Service remains available for access by Client twenty-four (24) hours per day, seven
(7) days per week, three hundred sixty-five (365) days per year, excluding scheduled maintenance. In the event the CTY Service
experiences unscheduled unavailability, NTI will use its best efforts to restore uptime in accordance with its support obligations
described in this CTY Agreement.
a. In the event that the CTY Service fails to comply with the above warranty, the Client shall promptly inform NTI of such fact,
and NTI at its expense, will use commercially reasonable efforts to correct any verifiable errors (by repair, replacement or
re-performance) so that the CTY Service complies with such warranty as soon as possible, but not more than thirty (30)
days after written notice from the Client ("Cure Period"). In the event that such repair or replacement cannot be done
within the Cure Period, then the Client, at its option, may either. (i) extend the time for NTI to correct such breach, if
NTT Confidential Page 2 of 7 5/20/2007correction is commercially reasonable; or (ii) terminate the CTY Agreement, in which case, in addition to any other right or
remedy the Client may have, NTI shall refund to the Client the pro rata refund or credit of any amounts paid but not utilized
hereunder.
NTI will have no obligation with respect to the foregoing limited warranty to the extent the error or
noncompliance was caused, in whole or in part, by the negligence or improper use of the CTY Service by the Client or a
third party, or a breach by the Client of its obligations under this CTY Agreement, or due to service malfunctions, or to an
event of Force Majeure or causes beyond the control of NTI, or which are not reasonably foreseeable by NTI including the
interruption or failure of telecommunications or digital transmission links, hostile network attacks or network congestion.
b. Except as expressly stated otherw ise herein, the CTY Service, the NTI Data, and the NTI Website , are provided "AS
IS" with no guarantee that they are accurate , complete , error free, will perform or be uninterrupted , or that defects
can or will be corrected . NTI is not responsible for the loss of, or improper access to Recipient Data , Including, but
not limited to, unauthorized access or interception of such data, transmission errors or corruption or security of
Information carried over telecommunication lines. Nil expressly disclaims all representations and warranties either
express, Implied, or statutory, including but not limited to, the warranty of merchantability, non-infringement of
third party rights, data security, fitness for a particular purpose (even if NTI has been informed of such purpose), or
any warranties arising from a course of dealing , course of performance, usage of the trade or trade practice. The
CTY Service is intended to augment First Responder services (such as , for example purposes only, 911, fire,
police, emergency medical , and public health ), that have already been notified and deployed and is not designed
for use in any situation where failure of the CTY Service could lead to death , personal injury, or damage to
property.
6. Limitation of Liability. NTI's aggregate liability to the Client for proximate damages arising from or relating to this contract, the
subject-matter hereof, the NTI Data, or the CTY Service, however caused, will be as follows: (a) For intentional and willful
misconduct, NTI's liability will not be limited. (b) For negligent misconduct, NTI's aggregate liability will be limited to the total fees
paid by the Client to Nil under this CTY Agreement (c) The existence of multiple claims will not enlarge the limits. In no event
will NTI, its officers, or employees, be liable for any indirect, punitive, reliance, special, consequential, or other damages of any
kind or nature whatsoever, suffered by the Client or any third party arising out of this CTY Agreement or the transactions
contemplated hereby, even if NTI has been advised of the possibilities of such damages or should have foreseen such
damages . The Client agrees that the fees, limitations of liability and remedies reflect the allocation of risk between the parties,
and that this Section is an essential element of the basis of the bargain and that in its absence, the economic terms herein would
be substantially different
7. Miscellaneous. (a) Ownership. Client acknowledges and agrees that the Confidential Information and all other materials
pertaining to the use of the CTY Service are not purchased or developed with Client funds. Accordingly, nothing in this CTY
Agreement grants or transfers to the Client any ownership rights in the foregoing materials. Client is expressly prohibited from
reproducing, modifying, duplicating, copying, making derivative works, publicly displaying, or otherwise exploiting, in whole or in
part, the member pages of the Confidential Information, without the express written permission of NTI's Legal Department (b)
Governing Law: Attorney Fees. This CTY Agreement will be governed and interpreted in accordance with California State Law.
In addition to any other relief awarded, the prevailing party in any action arising out of this CTY Agreement shall be entitled to its
reasonable attorneys' fees and costs. (c) Waiver: Severability. Failure by either party to enforce any provision of this contract
will not be deemed a waiver of future enforcement In the event that any provision of this CTY Agreement is invalid under
applicable law, the remainder of this contract will continue in full force and effect. In such a case and subject to the last
sentence of the preamble, the parties will replace the invalid provision with one that, as much as possible, reflects the original
intentions of the parties and is valid under applicable law. (d) Relationship of Parties. NTI is providing a service to Client as an
independent contractor. (e) No Third Party Beneficiaries. No provisions of this CTY Agreement are intended or shall be
construed to confer upon or give to any person or entity other than NTI or Client, any rights, remedies or other benefits under or
by reason of this CTY Agreement. (f) Notices. All notices under this contract shall be in writing and shall be delivered by
personal delivery, nationally recognized overnight courier (e.g., FedEx), confirmed facsimile transmission or by certified or
registered mail, return receipt requested, and shall be deemed given upon personal delivery, upon receipt if delivered by
overnight courier, upon acknowledgment of confirmed receipt of electronic transmission, or three (3) days after deposit in the
mail. Notices shall be sent to the Contacts for Notices at the address set forth at the end of this contract or such other address
as either party may specify in writing. (g) Counterparts. The CTY Agreement may be executed in counterparts. A signature on
a copy of this CTY Agreement received by either party by facsimile is binding upon the other party as an original. Both parties
agree that a photocopy of such facsimile may also be treated by the parties as a duplicate original. (h) Mutual Indemnification.
To the extent authorized by the Constitution and the laws of the State of California and subject to Section 6, each party will
defend, indemnify and hold harmless the other party and the other party's successors and assigns, officers, directors,
employees, and agents, from and against any and all liability, judgment, loss, damages, fines and expenses (including legal fees
and costs), which any or all of them may later suffer themselves or pay out to another, because of any claim, action, or right of
action of a third party or governmental authority, at law or in equity, or otherwise, based on or in any way arising out of, and
which are proximately caused in whole or in part, by a breach by the indemnifying party of any provision of this CTY Agreement.
The Client's indemnification obligation shall not serve as a waiver of its sovereign immunity. A party seeking indemnification
hereunder (an "Indemnified Party") shall give the party from whom indemnification is sought (the, `indemnifying Party"): (i)
reasonably prompt notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve the
Indemnifying Party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from
such failure; (ii) reasonable cooperation, at the indemnifying Party's expense, in the defense of such claim; and (iii) the right to
control the defense and settlement of any such claim; provided, however, that the Indemnifying Party shall not, without the prior
written approval of the Indemnified Party, settle or dispose of any claims in a manner that affects the Indemnified Party's rights or
interest. The Indemnified Party shall have the right to participate in the defense at its own expense. (i) Assignment Client may
not assign its obligations under this contract without NTI's written consent and any assignment made in conflict with this
NTI Confidential Page 3 of 7 5/20/2007provision shall be void . (j) Force Maieure . NTI is not responsible for any delays , errors , failures to perform , interruptions or
disruptions caused by or resulting from any act , omission or condition beyond NTI 's reasonable control , whether or not
foreseeable or identified , including without limitation , acts of the Client or its Authorized Users , acts of God , acts of war,
governmental regulations, fire, power failure , earthquakes , severe weather, floods or other natural disaster, national or local
traffic, or any third party's applications, hardware , software or communications equipment or facilities . (k) Further Assurances.
The parties shall at their own cost and expense execute and deliver such further documents and instruments and shall take such
other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this CTY
Agreement (I) Entire Agreement . This CTY Agreement completely and exclusively states agreement of the parties regarding its
subject matter. It supersedes, and its terms govern , all prior or contemporaneous proposals , agreements or other
communications between the parties , oral or written , regarding such subject matter , and may be amended or supplemented only
by a subsequently dated writing that refers explicitly to this CTY Agreement and that is signed by authorized representatives of
both parties.
IN WITNESS WHEREOF, the parties have executed this CTY Agreement as of the Effective Date.
CLIENT: CITY OF CULVER CITY
Authorized Signatory:
Print Name & Title:
NTI: THE NTI GROUP, INC.
Authorized Signatory:
Print Name & Title: Bruce Worman, CFO
Address : City of Culver City
Contact for Notices : Don Pedersen
Email:
Tel:
Fax:
Contract Processing Instructions
1. Fax a signed copy of the contract to (818) 450-0425
2. If you have any questions , please contact:
Susan Kim, Contract Management
Tel: 818-808-1725
Email: skirnOwtigrouo.com
Address : The NTI Group, Inc.
15301 Ventura Blvd., Building B, Suite 300
Sherman Oaks , CA 91403
NTI Contact for Notices : Bruce Worman, CFO
Email: bwormanQ _ntigroup.com
Tel: (818) 808-1716; Fax: (818) 450-0425
Nil Confidential Page 4 of 7 5/20/2007NTF
The NTI Group
EXHIBT "A"
SAMPLE IMAGE LICENSE AND LINKING AGREEMENT
The following IMAGE LICENSE AND LINKING AGREEMENT ("CTY ILAL Agreement'), when fully executed , shall constitute
the understanding and agreement between the City of Culver City, a municipality in the State of California (the "Client" or
"Licensee"), and The NTI GROUP, INC., a Delaware Corporation ("NTI" or "Licensor").
WITNESSETH
WHEREAS, the Licensee has contracted with NTI to use NTI's Connect-CTYT*' service ('CTY Service") pursuant to a services
agreement (the, "CTY Agreement"), to send messages to households, businesses, and certain other constituents within the
Licensee's jurisdiction (each, a "Recipient"),
AND WHEREAS, NTI and Licensee desire to enter into the CTY ILAL Agreement, whereby NTI will permit the Licensee to place
one of the digital images of the NTI Connect-CTY'" Sign-up Logo (attached hereto as Schedule 'A") (the "Ima e"), on the Licensee's
Internet site , located at [insert URL of website for the Client] (" Licensee Site"), with a hyperlink to NTI's CTY Web Portal ("Link") in
connection with Licensee's subscription to the CTY Service.
NOW, THEREFORE, the parties hereto hereby agree as follows:
A. LINK AND GRANT OF LICENSE
a. Subject to the terms of this CTY ILAL Agreement, NTI grants to Licensee a limited non-exclusive, worldwide, royalty-
free license to place the Image on an appropriate page of the Licensee Site and create the Link to NTI's CTY Web Portal
site located at https:l/portal.nticonnectcty.com/ (the "CTY Web Portal"). The sole purpose of the Link is to
provide intended Recipients with quick access to the CTY Web Portal by transferring the user out of the Licensee Site to the
CTY Web Portal , where Intended Recipients can insert and/or update their contact information ("Recipient Data"). The
term of such license will be for a term contemporaneous with this CTY ILAL Agreement and terminate when this CTY ILAL
Agreement terminates or expires . Without limiting the foregoing , the Link may not be used in any manner to provide a user
with access to the CTY Web Portal via any framing, layering or other techniques now known or hereafter developed that
permit display of the CTY Web Portal with any materials posted by Licensee or any party other than NTI. Licensee may not
allow the Image to be linked to any other web site.
b. Licensee will not (i) use the Image in any manner not permitted hereunder, (ii) modify the Image, or (iii) in any manner
copy, or create a derivative work from, the "look and feel" of the Image . NTI will have the right to review all uses of the
Image for quality control purposes and proper compliance with guidelines , as they may be modified from time to time.
Licensee acknowledges that the Image and the goodwill associated therewith are valuable properties belonging to Nil and
that all rights thereto are and shall remain the sole and exclusive property of NTI. Licensee agrees that it will do nothing
inconsistent with NTI's ownership and that all uses of the same shall inure to the benefit of and be on behalf of NTI. NTI
shall at all times , anywhere in the world , and whether or not in competition with Licensee , have the right to use and/or
authorize the use of the Image in any way NTI may desire. NTI reserves the right to modify permission to use the Image
and/or the Link at any time.
B. PRESENTATION . Licensee's use of the Image shall be limited to the style and format of the Image represented in Schedule
"A". Licensee agrees not to use any other trademark or service mark in connection with the Image without the prior written
approval of NTI.
C. DATA. The Licensee and its representatives (collectively, "Users") will not transmit messages using the CTY Service, or use or
disclose the Recipient Data, in violation of any federal or state laws or regulations , or the CTY Agreement. The Licensee
acknowledges that NTI is not responsible for and does not give any assurance to Licensee with respect to the accuracy of data
input via the CTY Web Portal. The Licensee will be responsible for the content of the messages transmitted by its Users using
the CTY Service and agrees not to send communications to a Recipient who has indicated that he/she does not wish to receive
a communication from Licensee.
D. TERMINATION. The term of this CTY ILAL Agreement will commence upon the later of (i) the date on which this CTY ILAL
Agreement is executed in full, or (ii) . 2007 (" Effective Date"), and will continue until the date of termination or
expiration of the CTY Agreement (the, "Term"). Upon termination of this CTY ILAL Agreement, Licensee agrees to discontinue
immediately all use of the Image and disable any embedded link(s) to the CTY Web Portal. All rights in the Image and the
goodwill connected therewith shall remain the property of NTI.
E. WARRANTY; LIABILITY DISCLAIMER; INDEMNIFICATION.
a. NTI represents and warrants that it has the right to grant Licensee a license to use the Image in accordance with the
terms of this CTY ILAL Agreement With the exception of the foregoing, EACH PARTY DISCLAIMS ANY WARRANTIES
NTT Confidential Page 5 of 7 5/20/2007THAT MAY BE EXPRESS OR IMPLIED
BY LAW REGARDING THE IMAGE OR THE CONTENT, AVAILABILITY OR
OPERATION OF EITHER PARTY'S SITE, INCLUDING WARRANTIES AGAINST
INFRINGEMENT AND WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT WILL EITHER PARTY BE LIABLE
FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RELATED TO THE IMAGE OR
THE CONTENT, AVAILABILITY OR OPERATION OF EITHER PARTY'S SITE. WITHOUT LIMITING THE
FOREGOING,
LICENSEE
ACKNOWLEDGES THAT THE NTI'S SERVICES ARE OPERATED ON AN "AS IS," "AS AVAILABLE" BASIS,
AND THAT NTI MAKES NO WARRANTY THAT THE CTY WEB PORTAL WILL BE ERROR-FREE OR THAT ACCESS
THERETO WILL BE UNINTERRUPTED.
b.
Each party agrees to indemnify and hold the other party harmless from any and all loss
, cost or damage which the
other party may sustain or become liable for by reason of any claims against it related to a breach
of this CTY ILAL
Agreement or the content , availability or operation of the indemnifying party's site.
F. TRANSFER OF RIGHTS. This CTY ILAL Agreement will be binding on any successors or assigns of the parties . Neither party
will have the right to assign its interests in this CTY ILAL Agreement to any other party except to an affiliate entity or to a
successor-
in-interest of all or substantially all of the assets or voting interest of such party , unless the prior written consent of the
other party is obtained.
G. SEVERABILITY AND SURVIVAL . If any provision of this CTY ILAL Agreement is held to be invalid or unenforceable for any
reason ,
the remaining provisions shall continue to be valid and enforceable . If a court finds that any provision of this CTY ILAL
Agreement is invalid or unenforceable , but that by limiting such provision it would become valid or enforceable , then such
provision shall be deemed to be written , construed , and enforced as so limited . Any provisions which by their terms are intended
to, survive the termination or expiration of this CTY ILAL Agreement , shall in fact survive such termination or expiration.
H. APPLICABLE LAW. This CTY ILAL Agreement shall be governed by the laws of the State of California.
I. NOTICES; COUNTERPART ; FORCE MAJEURE . All notices under this CTY ILAL Agreement shall be in writing and shall be
delivered by personal delivery, nationally recognized overnight courier (e.g., FedEx), confirmed facsimile transmission or by
certified or registered mail, return receipt requested , and shall be deemed given upon personal delivery , upon receipt if delivered
by overnight courier , upon acknowledgment of receipt of electronic transmission , or three (3) days after deposit in the mail.
Notices shall be sent to the Contacts for Notices at the address set forth at the end
of this CTY ILAL Agreement or such other
address as either party may specify in writing . The CTY ILAL Agreement may be executed in counterparts . A signature on a
copy of this CTY ILAL Agreement
received by either party by facsimile is binding upon the other party as an original . Both parties
agree that a photocopy of such facsimile may also be treated by the parties as a duplicate original
. NTI is not responsible for
any delays , errors, failures to perform , interruptions or disruptions caused by or resulting from , any act, omission or condition
beyond NTI's reasonable control , whether or not foreseeable or identified , including without limitation , acts of the Licensee or its
Authorized Users , acts of God, acts of war, governmental regulations , fire, power failure , earthquakes , severe weather , floods or
other natural disaster , national or local traffic , or any third party's applications, hardware , software or communications equipment
or facilities.
3. ENTIRE AGREEMENT ; AMENDMENT; WAIVER. This CTY ILAL Agreement contains the entire agreement of the parties and
supersedes any prior written or oral agreements between the parties with respect to linking
. This CTY ILAL Agreement may be
modified or amended ,
if the modification or amendment is made in writing and executed by both parties . The failure of either
party to enforce any provision of this CTY ILAL Agreement will not be construed as a waiver or limitation of that party 's right to
subsequently enforce the provisions of this CTY ILAL Agreement.
IN WITNESS WHEREOF, the parties have caused this CTY ILAL Agreement to be executed on
2007 (to be
filled in by the licensee).
CLIENT: CITY OF CULVER CITY
Authorized Signatory:
Print Name & Title:
Address : City of Culver City
Contact for Notices : Don Pedersen
Email:
Tel:
Fax:
NTI: THE NTI GROUP, INC.
Authorized Signatory:
Print Name & Title: Bruce Warman, CFO
Address : The NTI Group, Inc.
15301 Ventura Blvd., Building B, Suite 300
Sherman Oaks , CA 91403
NTI Contact for Notices : Bruce Worman, CFO
Email: bwormanCaantiaroup.com
Tel: (818) 808-1716; Fax: (818) 450-0425
NTT Confidential Page 6 of 7
5/20/2007(Signatures Continued from Previous Page)
CITY OF CULVER CITY, CALIFORNIA
Dated: By
Jerry Fulwood
City Manager
APPROVED AS TO CONTENT:
Don Pedersen
Police Chief
APPROVED AS TO.FORM:
Carol A. Schwab
City Attorney
APPROVED AS TO FINANCING:
Marlee Chang
City Controller
APPROVED AS TO BUSINESS
TAX CERTIFICATE:
Crystal Alexander
City TreasurerNTF
The NT! Group
SCHEDULE "A" - IMAGE
Schedule 'A' to the Image License and Linking Agreement by and between the City of Culver City, a municipality in the
State of California, and The NTI GROUP , INC., a Delaware Corporation
Licensee may choose one of the three Images below and will be sent a file for that Image upon execution of the CTY ILAL
Agreement for use pursuant to the terms of the CTY ILAL Agreement
NOTIFICATION SERVICES
icofrtect r
(1IME•STEP IIO'Ifffix1JO
I
'SET?VKES t7Y
11C LICK HERE
FOR ONE-STEP'
NOTIFICATION
3ieceive timely
notifications
by telephone,
cell phone
And e-mail.
SE'RV1CES BY
Connec -C_Y
l
NTT Confidential Page 7 of 7 5/20/2007