1. Northampton-SOOFA License WF11.18.2020 AS Rev 11-18LICENSE AGREEMENT
This LICENSE AGREEMENT (this “License”) is made as of this ____ day of November, 2020, by and between CHANGING ENVIRONMENTS, INC, (d/b/a Soofa) a Massachusetts corporation having a usual
place of business at 24 Thorndike Street, Cambridge, MA 02141, (hereinafter the “Licensee”) and the CITY OF NORTHAMPTON, with an address of 210 Main Street, c/o Planning & Sustainability,
Northampton, Massachusetts 01060 (hereinafter the “Licensor”).
RECITALS
WHEREAS, the Licensor is the owner of various road rights-of-way and land in the City of Northampton (hereinafter the “Licensor’s Property); and
WHEREAS, the Licenseeprovides a wayfinding information sign program (Soofa Signs) to be installed at no-cost to the Licensor on agreed upon locations on the Licensor’s Property, as herein
provided;
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the parties agree as follows:
GRANT OF LICENSE
The Licensor hereby grants the Licensee a revocable nonexclusive no-cost license to install and maintain certain Improvements, described herein. The parties hereto agree and acknowledge
that Licensor’s property serves a public purpose to which the Licensee's use of the Licensed Premises is subject and subordinate.
TERM and TERMINATION
Unless otherwise terminated as provided below and so long as the Licensee is in compliance with the terms and conditions of this License, the Licensee shall have the right to use the
Licensed Premises as set forth herein for a term of two (2) years (the “Term”), which Term shall commence with the signing of this license. Thereafter, the Term shall automatically be
extended for an additional period of one (1) year unless either party (the “Terminating Party”) sends prior written notice to the other party that the Terminating Party desires to terminate
this License no earlier than ninety (90) days following the date of such notice.
This license may be terminated by either party upon thirty (30) days written notice. At any point if an agreement is not reached or either party opts to terminate this agreement, the
Soofa Sign will be removed by Changing Environments and the pavement, concrete, or other hardscape repaired by Changing Environments or their contractor within 30 days. Any equipment
or property not so removed by the mutually agreed upon expiration or termination date shall be deemed abandoned, but Licensee shall nonetheless remain liable for the cost of removal.
If this license is terminated due to the failure of the Changing Environment to fulfill its obligations hereunder, City of Northampton may take over the work and prosecute the same to
completion by contract or otherwise. In such case, the Changing Environment shall be liable for any additional cost occasioned to the City of Northampton thereby. These rights and remedies
of City of Northampton are in addition to any rights and remedies provided by law or under this license.
INDEMNIFICATIONand INSURANCE
Changing Environments agrees to indemnify, defend and save harmless the City of Northampton, the City’s TOWN/CITY managing agent, and all additional insureds harmless from and against
all claims of whatever nature arising from any violation of applicable law including, without limitation, any law, regulation, or ordinance concerning trash, hazardous materials, or
other pollutant occurring from and after the Commencement Date and until the end of the term where such liabilities loss, damages, costs, expenses (including any and all attorney’s fees,
costs and expenses of the City), accident, damage or injury results or is claimed to have resulted from an act or omission on the part of the Licensee or the Licensee’s agents or employees.
Changing Environments shall purchase and maintain, at its expense and during the term of this Contract, all insurance required by the applicable laws of Massachusetts and insurance set
forth below. These requirements shall not limit the liability of Changing Environments or its insurers.Insurance will be issued by companies licensed to write such insurance in their
domicile state and in Massachusetts, and with a current “Best’s Insurance Reports” rating of A- VII or above. The City of Northampton shall be named as an additional insured party on
all insurance policies required hereunder.
Changing Environments shall submit to the City of Northampton, prior to work being performed, insurance certificates on Acord Form 25 including evidence of all requirements listed below.
Renewal certificates will be delivered no later than thirty (30) days prior to expiration of the policy for the preceding year.
Throughout the term, Changing Environments shall maintain the following insurance to protect Changing Environments and any subcontractor performing work covered by this contract:
Commercial General Liability for with limits of one million ($1,000,000) dollars per occurrence, including Premises/Operations, Products/Completed
Operations Liability, Contractual, Broad Form Property Damage, and Personal/Advertising Injury for one million ($1,000,000) per occurrence and one million ($1,000,000) annual aggregate.
Workmen’s Compensation insurance as may be reasonably necessary and required to protect the contractor under General Laws c.152 (the Workmen’s Compensation Law), including employer’s
liability limits of five hundred thousand ($500,000) dollars per accident for bodily injury or disease.
Commercial General Liability insurance will be maintained for one year after completion of the contract. Changing Environments will furnish Certificate(s) of Insurance for the policies
described above to the City of Northampton, which shall confirm that the City has been named as an additionally insured party.
SOOFA SIGNS OVERVIEW
Changing Environments developed the Soofa Sign, a neighborhood news feed delivering relevant content connecting communities. The news feed is displayed on a low-power electronic paper
display that updates wirelessly via a web based application. Changing Environments intends to show a mix of pedestrian-focused community information, e.g. public transit updates, events
calendar and public special announcements, alongside sponsored content, e.g. recruiting, event and restaurant advertisement in order to offer the service at no cost. Profits will be
shared with Northampton. The system is solar-powered and does not require wiring or trenching to be installed and will be maintained by Changing Environments.
Hardwareproductoverview:beautifullydesignedsolarpowered,42”electronicpaperstreet furnituredisplay.100%solarpoweredandwirelesslyconnected.Justfoursquarefeetof sidewalkspacerequired;fourboltsintothegroundand30minutestoinstall.
Softwareproductoverview:webbasedcontentmanagementsystemcalledSoofaTalk (www.soofatalk.com).Allowsyouandyourteamtopostcontentanytimeyou’dliketoyour signs byneighborhood.
Screencontent:the42”electronicpaperscreendisplaysrotatinglocal,relevantcontentshared by the City of Northampton, its partners, and the public, alongside real-time transit arrival informationoraneighborhoodeventscalendardependingonthephysicallocationoftheSoofa
Sign.ChangingEnvironmentsmanagesandreviewsallcontentbeforeitgoesliveontheSign.
Ownership: Soofa owns, manages, and maintains all Signs and the content management systemadministratorrole.Maintenanceincludesregularphysicalinspectionsandcleaningof thephysicalsignsasnecessary.
Soofa Sign – The physical structure depicted in Exhibit A as well as its internal electronics and hardware, supporting software and firmware to include a content management system, and
displayed content. Each structure will be comprised of a waterproof, secure and tamper resistant electronic paper display sustainably powered by an integrated solar panel and battery
system that is wirelessly connected via cellular connection provided by Changing Environments. The Soofa Sign is classified as street furniture defined in 700 Code of Massachusetts Regulations
(CMR) 3.00, and it provides a public service (posting of community information, wayfinding, and transit display) on public property.
Sponsored Content – Information conveyed via text and/ or image on the Soofa Sign that is paid for by an entity other than the City of Northampton or Changing Environments d/b/a Soofa.
LICENSE TERMS AND CONDITIONS
These terms and conditions cover:
Installation, ownership and maintenance of up to 15 Soofa Sign units
Content management, in particular reserved, sponsored and restricted content
Sensor integration for data collection via proprietary sensor for PII conform pedestrian counts and accurate revenue reporting.
Net revenue share to the City of Northampton post pilot term and expense recovery
Project, property and rights listed herein are non-transferable by either executing party.
5.1. INSTALLATION
Candidate locations for the Soofa Sign are shown in Exhibit C. Sign placement will not physically obstruct safe, normal pedestrian or existing operations in any location. The Soofa Sign
will comply with current laws and regulations to include, but not limited to, licensure and permitting to operate digital outdoor advertising and the requirement to pay prevailing wages
and file certified payrolls to the City of Northampton for the actual physical installation of the signs. Changing Environments shall be responsible for the physical installation with
coordination between the City of Northampton and Changing Environments unless otherwise agreed to include, but not be limited to, contracting, coordination, insurance and permitting
for the physical work performed. Notice of substantial completion will be provided in writing with notice of first content display availability date in order to memorialize the beginning
of term. Installation location and orientation will be reviewed and approved by both Changing Environments and City of Northampton prior to any work being performed.
5.2 OWNERSHIP AND MAINTENANCE
Changing Environments shall retain ownership of all Soofa Signs. Regular scheduled maintenance and upkeep of the physical external appearance of the Soofa Sign and its components, assurance
to the reliability of internal components, electronics, related software and overall display performance is the responsibility of the Company. Any damage will be actively addressed and
resolved within a reasonable timeframe. Installation, removal and location change is solely the responsibility of the Company unless explicitly granted in writing. Shall the City of
Northampton remove or relocate a Soofa Sign without Changing Environment's approval, the City of Northampton assumes full reliability of the hardware and any related accidents. In the
event of a Sign relocation requested by City of Northampton, Soofa may withhold the associated relocation, installation and storage fees from its quarterly revenue share paid to the
City.
5.3 CONTENT MANAGEMENT
Content will be managed via a web based application, Soofa Talk (www.soofatalk.com), provided by and the responsibility of Changing Environments. Development, oversight and maintenance
of the Content Management System (CMS) will be the exclusive responsibility of the Company under its license to conduct outdoor advertising with Massachusetts.The signs are “informational…installed
by or for a governmental agency, allowed under Northampton Zoning section 350-7.2(A).
Content layouts (shown in Exhibit B) and image rotation schedule will be determined by Changing Environments and may change during term. The sign is expected to be active a minimum of
17 hours per day (or match public transit hours of operation, whichever is longer), then remains on standby for power conservation showing a nightly sleep message designed by the Company.
Throughout the term, Changing Environments and City of Northampton agree to perform content “micro tests” to encourage interactivity and test concepts to drive community engagement.
5.4 RESERVED CONTENT
City of Northampton is granted screen time for public announcements and community messaging through a Soofa Talk account setup for users with a government email address. The screen layout
will be changed from time to time based on community feedback. Within all layout options, a minimum of 20% of the total available screen time or 20% of screen real estate (whichever
applicable, as defined in Exhibit B) will be reserved for City Northampton. Reservation is exclusive to digital content (i.e. public service announcements and promotional messaging for
City of Northampton activities). Soofa Signs have a vinyl application on one side, described in Exhibit D to give City of Northampton an opportunity to integrate local wayfinding information,
points of interest, and simple downtown maps on the vinyl decal.
Both City of Northampton and Changing Environments agree to create engaging, compelling, artistic content throughout the term that is updated regularly and promotes the unique and dynamic
programming that is representative of City of Northampton’s communities.
5.5 SPONSORED CONTENT
Changing Environments will actively seek digital and static advertisement participation from businesses and institutions throughout the duration of this license.
Changing Environments retains exclusive responsibility for the procurement and maintenance of paid content sponsors (advertisers) for the Soofa Signs. City of Northampton may not sell,
license or solicit paid partnerships for content, to include their reservation except as noted, or the physical structure without the written consent of Changing Environments. Such approved
exceptions must be specifically documented as amendments to this agreement.
The intention of the Soofa Sign is to promote local healthy community to the extent consistent with First Amendment rights. As such, all images and content displayed will be in good
taste and consistent with the standards and practices of the community. Any advertisement which is in violation of any law, false,misleading or deceptive, contrary to moral or ethical
standards, or contrary to community standards is prohibited. Changing Environments, via the CMS and their respective advertising contracts, will be reserved the right to reject and remove
any such advertisement at its sole discretion. Changing Environments retains final responsibility to review all content uploaded before going live.
In the event that content does not appear to meet the standards listed herein at the sole discretion of City of Northampton must provide written notice to Changing Environments regarding
the content in question. When deemed to be in violation of community standards, non-compliant content will be removed from display as soon as administratively feasible, but in no case
longer than 4 hours from written notice.
5.6 SENSOR INTEGRATION AND DATA COLLECTION
Changing Environments will install proprietary pedestrian sensors in each of the placed signs. Changing Environments will supply to the City of Northampton quarterly reports showing
the pedestrian activity across the sign locations in a format mutually agreed upon and continuously developed at no cost. No personally identifiable information will be collected and
any data produced as part of this program remains the property of Changing Environments. Reports prepared for the City of Northampton will be done so for the exclusive use of the City
of Northampton, its transportation planning partners, and Changing Environments. Provision of the sensor data, reports or derivative works thereof to third parties for any purpose other
than advertising activities is prohibited to the extent allowed by public records laws.
5.7 REVENUE SHARE
Changing Environments will retain 100% of all sponsored content revenue until full recovery of hardware, software, operating and deployment cost of signs and sensors. Additional expenses
must be approved in writing to be included in the recovery period. After the full recovery of such costs or following the first two years of the license, the City of Northampton be entitled
to 20% of net revenues. Changing Environments will provide quarterly reports during the first two yearsof the license outlining revenue generation and costs incurred, counting towards
the payback period.
5.7 OPERATIONAL RESPONSIBILITIES
Changing Environments shall:
obtain, at its own cost and expense, all municipal and governmental approvals, licenses, permits and certificates; comply with all laws, statutes, rules and regulations; and pay as additional
rent for any documentary stamps or other transfer fees or any other sales,use or taxes on rents or other taxes, impositions or levies as are required by any governmental authority, etc.;
keep and maintain the Premises and the surrounding areas, including anyequipment installed therein or thereabout, neat, clean, free of debris and trash and in good order and repair and
in an attractive and clean condition in accordance with the general character of the property, and comply with all rules and regulations generally applicable to licensees of the property
now in effect or as hereinafter affected by City of Northampton.
pay all costs, expenses and damages (including legal fees) incurred by City of Northampton in connection with any default by Changing Environments or any action or proceedings between
City of Northampton and Changing Environments arising out of or by reason of this Agreement or to enforce the provisions Hereof.
5.8 NONPERFORMANCE
Notwithstanding anything to the contrary contained herein, if Changing Environments fails to observe any term or condition of this Agreement, City of Northampton's representatives shall
have the full right of self-help, doing any and all things which Changing Environments was otherwise required to do; and all costs and expenses thus incurred shall be promptly reimbursed
by Changing Environments to the City of Northampton. If Changing Environments does not promptly remove from the Premises any items required to be removed by the Changing Environments,
the City of Northampton may remove the same and shall not be responsible to the Changing Environments for the disposition of such items.
IN WITNESS WHEREOF the parties have caused this License to be executed by theirrespective duly authorized officers under seal effective upon the date first above written.
Changing Environments, Inc. (d/b/a Soofa, Licensee)
___________________________ Date ________________
Sandra Richter, Chief Executive Officer
City of Northampton (Licensor)
__________________________ Date ________________
Wayne Feiden, Director of Planning & Sustainability Date
Joe Cook, Chief Proc. Officer, approved as to c. 30B compliance Date
Joyce Karpinski, City Auditor, approved as to appropriation. Date
Mayor David Narkewicz