SEVENTH AMENDMENT TO SOFTWARE LICENSE AND HARDWARE
MAINTENANCE AND SUPPORT AGREEMENT FOR UPLINK SOLUTION
LIVEU, INC.
(Software License and Hardware Maintenance and Support Agreement for Uplink Solution)
THIS SEVENTH AMENDMENT TO SOFTWARE LICENSE AND HARDWARE MAINTENANCE AND SUPPORT AGREEMENT FOR UPLINK SOLUTION ("Amendment") Plaza Drive, Hackensack, NJ 07601 ("LiveU"') as described below.
RECITALS
WHEREAS, on or about September 14, 2011, the City and LiveU entered into a Lease Agreement for the rental of hardware and software equipment (as referenced above, the "Agreement"). The Agreement was subsequently renamed from "Lease Agreement for Rental of Software and Hardware Equipment Agreement for Uplink Solution" to "Software License and Hardware Maintenance and Support Agreement for Uplink Solution"; WHEREAS, on or about June 1, 2014, Customer and LiveU entered into a First Amendment to the Agreement;
WHEREAS, on or about April 1, 2016, Customer and LiveU entered into a Second Amendment to the Agreement;
WHEREAS, on or about August 15, 2017, Customer issued Purchase Order No. 180252 to continue and renew the Agreement terms, and parties thereafter deemed Purchase Order No. 180252 as equivalent to a third amendment to the Agreement;
WHEREAS, on or about April 1, 2018, Customer and LiveU entered into a Fourth Amendment to the Agreement;
WHEREAS, on or about October 1, 2020, Customer and Live entered into a Fifth Amendment to the Agreement;
WHEREAS, on or about October 27, 2021, Customer and Live entered into a Sixth Amendment to the Agreement;
WHEREAS, the City continues to need and use the goods and services provided under the Agreement; and
1 WHEREAS, the City desires to continue to receive and utilize, and LiveU desires to provide, the services under the Agreement.
The parties hereby agree as follows:
1. Term. The term of the Agreement is hereby extended to June 30, 2026.
2. Compensation. Annual compensation shall not exceed Eighteen Thousand One Hundred Sixty Two Dollars ($18,162.00) for each year of the extended term of the Agreement, in accord with the quotation attached hereto as Exhibit A-1 and incorporated herein by this reference.
3. Except as amended by this Amendment, all terms under the Agreement remain unchanged and in full force and effect.
IN WITNESS WHEREOF, Customer and LiveU have caused this Seventh Amendment to Software License And Hardware Maintenance And Support Agreement For Uplink Solution to be duly executed and effective as of the date written above.
CITY OF RIVERSIDE, a California LIVEU, INC., a Delaware corporation charter city and municipal corporation authorized to do business in California By: _ By: Yana Manaker
City Manager
Yana Menaker, CFO
Attest: [Name and Title]
City Clerk
and
Michael Savello
APPROVED AS TO FORM: By: Michael Savello (Apr 7, 2023 06:43 EDT) Susan Wilson Michael Savello, VP Sales
By: Susan Wilson (Apr 10, 2023 10:53 PDT)
Assistant City Attorney [Name and Title]
Certified as to Availability of Funds:
By:
Chief Financial Officer
11-1915.6 sw 3/9/23
IIRc-citylawlcycom\WPDOCS\D003\P037\00705435.DOCX
2 EXHIBIT A-1
QUOTATION
LIvEU
Live inc.
Proposal for: City of Riverside California Currency: USD Offered by: Rusty Six Issue Date: Mar 23, 2023
Email: rusty @live.t Valid until: May 16, 2023
Tel: +1 8185196667 Proposal Reference: Q-18818-LU
Proposal name: City of Riverside (Data-SLA-
Subscriptions) July 1, 2023 through June 30, 2026
Renewal (SLA 15% off)
Dear Customer,
Thanks again for the opportunity to present our proposal for LiveU's solution.
LiveU is shaping the future of live video, powering video production workflows and cloud services for news, sports, and other verticals.
Building on our global market leadership and innovation, we offer end-to-end solutions based on our next-gen live video platform.
We are confident that our award-winning product suite can help you build your viewership and grow your business. If you have any questions, please don't hesitate to contact me.
Looking forward to hearing from you.
Best regards,
Rustysix
Rusty Six | Sales Manager, West Coast
Tel: +1 8185196667
Email: [email protected]
Follow us on: Facebook | Twitter | Linkedin | YouTube | Instagram Proposal Reference: Q-18818-LU
LivEU
Pricing
Device Serial Number (Ref. Pricing Net Unit
# Part No. Product Qty. Period Sales Type Net Price
P/N) Type Price
1 LU-Renewal LU-SLA 6H1935-06777 (LU600-DVB- 1 Yearly Lease - $2,203.20 $6,609.60 HEVC-HD) Renewal
LU-Renewal LU-SLA 612008-09655 (LU610-4K) 3 Yearly Lease - $1,346.40 $4,039.20 Renewal
3 LU-Renewal LU-SLA A326082X0207372 (LU10-SV- 3 1 Yearly Lease - $991.13 $2,973.40 1UL04) Renewal
4 LU-Renewal LU-MTX-MEM-ENTRY-02 (N/A) 12 Monthly Lease- $125.00 $4,500.00 Renewal
5 LU-Renewal LU-VRPRO-LIC B3R2R53 (LU10-SV-VR02- 12 Monthly Lease - $83.33 $2,999.88 BASIC) Renewal
6 LU-Renewal LU-SMART-PACKAGE () 3 12 Monthly Lease - $245.00 $8,820.00 Renewal
7 LU-Renewal LU-DATA-050 6H1935-06777 (LU600-DVB- 3 12 Monthly Lease - $500.00 $18,000.00 HEVC-HD) Renewal
8 LU-Renewal LU-PRIORITY-D 6H1935-06777 (LU600-DVB- 6 12 Monthly Lease - $30.00 $2,160.00 HEVC-HD) Renewal
Total Net Price $50,102.08
Product Details
Part No. Product Start Date End Date Comment
1 LU-Renewal LU-SLA Jul 1, 2023 Jun 30, 2026
2 LU-Renewal LU-SLA Jul 1, 2023 Jun 30, 2026
LU-Renewal LU-SLA Jul 1, 2023 Jun 30, 2026
4 LU-Renewal LU-MTX-MEM-ENTRY-02 Jul 1, 2023 Jun 30, 2026 5| LU-Renewal LU-VRPRO-LIC Jul 1, 2023 Jun 30, 2026
6 LU-Renewal LU-SMART-PACKAGE Jul 1, 2023 Jun 30, 2026
7 LU-Renewal LU-DATA-OSO Jul 1, 2023 Jun 30, 2026
8 LU-Renewal LU-PRIORITY-D Jul 1,2023 Jun 30, 2026
Proposal Reference: Q-18818-LU
LivEU
ADDITIONAL TERMS
• Payment terms for purchase: As per Agreement
• Payment terms for recurring: As per Agreement, Quarterly in advance • Delivery terms: DAP - Deliver at Place
• Delivery: 30 days ARO
• All prices are in the US Dollars
• Prices are exclusive of all applicable taxes. Sales Taxes will be added to the confirmed order. If tax exempt, please send tax exemption form.
GENERAL
This order is governed by the LiveU Master Lease Agreement dated September 14, 2011 and Amendment #7 dated Mach 2023 between City of Riverside, California and LiveU Inc • Lease includes Support and Maintenance (24x7 email, telephone and remote support, software updates, advanced hardware replacement to address hardware issues) and use of LiveU Central for the term of the lease. Initial remote training also included
• Purchase includes Support and Maintenance (24x7 email, telephone and remote support, software updates, hardware replacement to address hardware issues) and use of LiveU Central for the first 12 months. Initial remote training also included.
15% discount on SLA for (3) year admended agreement.
No Auto-Renewals beyond the (3) year agreement.
Proposal Reference: Q-18818-LU
LivEU
Billing Address: Shipping Address:
3900 Main St. 3900 Main St.
Riverside, California 92522 Riverside, California 92522 United States United States
Proposal Reference: Q-18818-LU