HomeMy WebLinkAboutCitySourced - Citizen Services - PASCO WAMobile Application Customer Agreement - Confidential 1
CITYSOURCED, INC.
MOBILE APPLICATION CUSTOMER AGREEMENT
This Mobile Application Customer Agreement (this “Agreement”) is
entered into by and between CitySourced, Inc. (“Provider”), having
a principal place of business at 1545 Sawtelle Blvd., Suite 36, Los
Angeles, CA 90025 and the City of Pasco, Washington, a municipal
corporation (“Subscriber”) and is effective upon signature by the
Subscriber (the “Effective Date”). In consideration of the mutual
agreements contained herein, the parties hereto agree as follows:
1. Software, Support Services.
1.1 General. Provider is an application services provider that
has developed a mobile application that allows end users to send
messages to Subscriber via a mobile device (the “Application”).
Provider has developed associated software that allows Subscriber
the ability to receive and respond to such messages (together with
future versions of such software made by Provider from time to
time, collectively the “Software”), as further described on
Schedule A.
1.2 Access, Fees. Commencing no later than sixty (60) days
after the Effective Date, and provided that the Subscriber has
delivered all necessary assets to Provider for deployment, Provider
shall provide to Subscriber access to the Software at the level
described in the attached Schedule A via an Internet web browser
under the terms and conditions of this Agreement and in
consideration of the fees described in Schedule A.
1.3 Support Services. Subscriber acknowledges and agrees
that Provider does not provide custom development for the
Software, except pursuant to a separate, written support and
custom development agreement and at Provider’s hourly charges
as defined in Schedule A.
1.4 No Consulting or Advisory Services. Subscriber
acknowledges and agrees that Provider is not providing any
consulting or advisory services to Subscriber, legal or otherwise, in
connection with the Software or Application.
1.5 Geographical Files. Promptly following the Effective
Date, Subscriber shall provide to Provider the geographic boundary
file for the applicable covered area (the “Area”) in the form of an
ESRI shape file. Additionally, any geographic data including, but not
limited to, municipal district boundaries, school board boundaries,
shall be provided by the Subscriber at the Provider's request if
such data exists.
1.6 Promotion. In consideration for the rights granted
hereunder by Provider, Subscriber agrees to use its reasonable,
good faith efforts to promote the Application in the Area, which
includes without limitation (a) posting a link on Subscriber’s main
website page to Provider’s website for the downloading of the
Application, (b) emailing or otherwise notifying the residents in the
Area of the availability of the Application and associated services,
and (c) contacting local news and media outlets about the
availability of the Application and associated services.
1.7 Third Party Providers. In addition to the Application and
the Software and at the request of the Subscriber, Provider may
make available to Subscriber additional software products licensed
by third party provider(s) (each a "Third Party Provider") to be
integrated with the Application and/or Software. Such third party's
software is provided "As Is". The use of such software shall be
governed by the terms and conditions provided by the respective
Third Party Provider. Subscriber will be required to accept such
terms and conditions prior to their use of the additional software
products. Subscriber is responsible for reviewing and complying
with any licenses necessary to use any such third-party software.
2. Intellectual Property Rights. Subject to the terms and
conditions of this Agreement, Provider hereby grants to Subscriber
a limited, non-exclusive, non-transferable, non-sublicensable
license to access and use the versions of the Software indicated
on Schedule A as specifically permitted hereunder. The Subscriber
hereby grants to Provider an irrevocable, perpetual, royalty-free
license to all information stored by the Software and Application
as assigned and used by the Subscriber (“Data”). Other than the
rights expressly granted in this Agreement, each party retains all of
its rights to its trademarks, logos, trade names, and service marks
(collectively, “Brands”), Web site(s), technologies, patents,
copyrights, trade secrets, know-how, and other intellectual
property and proprietary rights. Without limiting the generality of
the foregoing, (i) Provider shall at all times solely and exclusively
own all rights, title, and interest in and to the Software and
Application, and all intellectual property rights therein; and (ii)
Subscriber shall at all times solely and exclusively own all rights,
title, and interest in and to the Data, and all intellectual property
rights therein. No implied licenses are granted herein. Subscriber
agrees not to use any reverse compilation, reverse engineering,
decompilation or disassembly techniques or similar methods to
determine any design structure, concepts and construction
method of the Application or Software or replicate the
functionality of the Application or Software for any purpose.
Subscriber shall not remove, modify, or obscure any Provider or
other copyright, trademark, and other proprietary notices affixed to
or displayed on the Application or Software, and shall not allow
any third party to take any such action.
3. Term and Termination.
3.1 Term. This Agreement shall commence on the Effective
Date and continue until the “Termination Date” listed on Schedule
A, or terminated in the manner provided in Section 3.2 Below.
3.2 Termination. Either party may terminate this Agreement
at any time upon written notice in the event the other party has
committed a material breach of this Agreement which remains
uncured forty-five (45) days after written notice of such breach,
except that Provider may terminate this Agreement immediately
upon written notice for failure by Subscriber to pay the required
fees or breach of Sections 2 or 4.
3.3 Effect of Termination. Upon termination for any reason,
Subscriber shall cease all use of the Software and Application.
4. Confidential Information.
4.1 Definition of Confidential Information. Provider and
Subscriber understand and agree that in the performance of this
Agreement, each party may have access to or may be exposed to,
directly or indirectly, proprietary or confidential information of the
other party, including, but not limited to, trade secrets, Web site
usage statistics, marketing and business plans and technical
information (“Confidential Information”).
4.2 Protection of Confidential Information. Each party
agrees that it shall not, during the term of this Agreement and
after its termination, use (except as expressly authorized by this
Agreement) or disclose Confidential Information of the other party
without the prior written consent of the other party, unless the
receiving party can prove such Confidential Information (i) was
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Mobile Application Customer Agreement - Confidential 2
known to the receiving party prior to the Effective Date of this
Agreement, or (ii) is or becomes publicly available without breach
of this Agreement, or (iii) becomes known to the receiving party
after rightful disclosure from a third party not under an obligation
of confidentiality; or (iv) was independently developed by the
receiving party without the use of the disclosing party’s
Confidential Information. The receiving party will have the right to
disclose Confidential Information without being in breach of this
Agreement to the minimum extent necessary to comply with a
lawful court order or government regulation, provided that the
receiving party provide the disclosing party with advance written
notice thereof, and reasonably cooperates with the disclosing
party to seek confidential or protective treatment of such
Confidential Information. In addition, the receiving party agrees to
take all reasonable measures to protect and maintain in
confidence the Confidential Information received from the
disclosing party. With respect to Confidential Information disclosed
by a party under this Agreement, this Section 4 shall supersede
any existing agreement relating to confidential treatment and/or
non-disclosure of Confidential Information.
5. Warranties.
5.1 By Both Parties. Each party represents and warrants to
the other party that (i) it has the right to enter into this Agreement
and perform its obligations hereunder in the manner contemplated
by this Agreement, and (ii) this Agreement shall not conflict with
any other agreement entered into by it.
5.2 By Subscriber. Subscriber represents, warrants, and
covenants that it shall comply with all applicable laws of the
United States of America, any State thereof, and any other
applicable rules, ordinances, and regulations in connection with
the performance of Subscriber’s obligations under this Agreement.
6. Disclaimer. THE SOFTWARE AND APPLICATION ARE
PROVIDED “AS IS” WITHOUT ANY WARRANTY, AND SUBSCRIBER’S USE
OF THE SOFTWARE AND APPLICATION OR ANY DATA ACCESSED OR
OBTAINED THEREFROM IS SOLELY AT SUBSCRIBER’S OWN RISK.
PROVIDER DOES NOT WARRANT THAT THE SOFTWARE OR
APPLICATION WILL MEET SUBSCRIBER’S REQUIREMENTS OR THAT
THE OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE
FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, PROVIDER
DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS,
IMPLIED, AND STATUTORY, CONCERNING THE SOFTWARE AND
APPLICATION, OR OTHERWISE RELATED TO THIS AGREEMENT,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND
ANY STATUTORY WARRANTIES OF NON-INFRINGEMENT.
7. Limitation of Liability. EXCEPT FOR A BREACH OF
SECTIONS 2 OR 4, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES,
INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, ARISING OUT OF
OR IN RELATION TO THIS AGREEMENT. PROVIDER'S AGGREGATE
LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS UNDER OR IN
CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE
AMOUNT PAID FOR THE SOFTWARE, IF ANY. THIS LIMITATION WILL
APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL
BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS
OF THIS AGREEMENT.
8. Force Majeure. Provider shall not be liable to Subscriber
or any other person or entity for any delay or failure in the
performance of this Agreement or for loss or damage of any
nature whatsoever suffered by such party due to disruption or
unavailability of communication facilities, utility or Internet service
provider failure, acts of war, acts of vandalism, terrorism, lightning,
fire, strike or any other causes beyond Provider’s reasonable
control.
9. Verification. Provider may, at its expense, automatically
audit Subscriber’s use of the Software and Application, provided
that any such audit shall not interfere with Subscriber’s business
activities. Provider shall be permitted to conduct automated audits
at its discretion, provided that such automated audits take place
without accessing Subscriber’s internal information technology
networks and do not materially interfere with Subscriber’s use of
the Software. If an audit reveals that Subscriber has utilized more
users than authorized or otherwise underpaid fees to Provider,
Subscriber shall pay Provider applicable fees based upon Provider’s
then-current fee schedule.
10. Independent Contractor. The relationship of Parties is
solely that of independent contractors. Nothing contained in this
Agreement shall be construed to give either party the power to
direct or control the activities of the other or constitute either
party as the other’s partner, joint venturer, co-owner, agent,
franchisee or employee.
11. Billing:
11.1 Fees. All Fees listed on Schedule A are exclusive of all
taxes; billed on an annual basis in advance; and, due upon receipt
of invoice. This secures site, servers and resources necessary to
begin project. Payments over 45 days from initial contract start
date will accrue interest at a rate of one (1%) per month. Renewal
payments made after contract renewal date will accrue interest at
a rate of one (1%) per month.
11.2 Taxes. Our fees do not include any taxes, levies, duties
or similar governmental assessments of any nature, including, for
example, value-added, sales, use or withholding taxes, assessable
by any jurisdiction whatsoever (collectively, “Taxes”). You are
responsible for paying all Taxes associated with Your purchases
hereunder. If We have the legal obligation to pay or collect Taxes
for which You are responsible under this Section 12, We will
invoice You and You will pay that amount unless You provide Us
with a valid tax exemption certificate authorized by the
appropriate taxing authority. For clarity, we are solely responsible
for taxes assessable against us based on our income, property and
employees.
11.3 Payments. All payments should be made to directly to
SHI International Inc., who will submit payment to Provider;
payment will not be deemed received until actually received in
Provider offices.
12. Miscellaneous. This Agreement contains the entire
agreement of the parties, and supersedes (i) any and all previous
or contemporaneous agreements with respect to the subject
matter hereof, whether oral or written and (ii) the End User
Agreement contained on the Application. In addition, any purchase
orders issued by any entity other than Provider shall be valid only
for the purpose of identifying this contract for reference purposes
only, and any terms included in such purchase orders are void and
shall be of no effect. This Agreement shall be binding and shall
inure to the benefit of the parties hereto and their respective
successors and permitted assigns. This Agreement may not be
assigned by Subscriber without Provider’s prior written consent,
such consent not to be unreasonably withheld. Provider may
assign, delegate and/or subcontract any or all of its rights or
obligations hereunder. Any attempted assignment in violation of
the foregoing shall be null and void. All notices and consents
required or permitted to be given under this Agreement shall be in
writing to the parties at the addresses designated herein or to
such other address as either party may designate to the other by
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Mobile Application Customer Agreement - Confidential 3
written notice, and shall be effective upon receipt. Written notice
shall be made in the form of a certified letter, confirmed facsimile
transmission or acknowledged receipt of electronic mail. Receipt
shall be deemed to have occurred: four days following mailing of a
certified letter; upon receipt of confirmation of fax; and upon
receipt of confirmation of receipt of e-mail. This Agreement shall
be governed in all respects, including validity, interpretation and
effect, by the laws of the State of California, without reference to
the conflicts of laws rules or any other rules that would result in
the application of a different body of law. If any part of this
Agreement shall be held to be void or unenforceable, such part
will be treated as severable, leaving valid the remainder of this
Agreement notwithstanding the part or parts found to be void or
unenforceable. No waiver shall be effective unless it is in writing
and signed by an authorized representative of the waiving party,
and any such waiver shall only be applicable to the specific
instance referenced in such writing. This Agreement may be
executed in two counterparts, each of which shall be deemed to
be an original, and both of which together shall constitute one
contract. Fax copies of signatures shall also be treated as originals
for purposes of this Agreement. Subscriber acknowledges and
agrees that Provider retains the right at any time to change the
features, functionality and look-and-feel of the Software and
Application. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning
hereof. Any outstanding payment obligation of Subscriber, the
restrictions and ownership provisions of Section 2, and all of
Sections 3.3, 4, 7 and 12, and any other term hereof which
contemplates continuing effectiveness, shall survive the
termination or expiration of this Agreement for any reason.
13. Referral. Subscriber may know of some organization,
municipality, government or other entity that may benefit from
Provider’s services (“Referred Party”), which Subscriber wishes to
refer to Provider (a “Referral”). A Two Hundred and Fifty Dollar
($250) credit (the “Referral Credit”) will be applied toward
Subscriber’s next subscription billing cycle for each such Referral
provided that the following conditions are met: (i) the Subscriber
notifies Provider of a Referral via an email to
‘info@citysourced.com’ (“Referral Notice), which will also include
a carbon copy (cc:) to the Referred Party; (ii) the Referral Notice
must proceed any written or verbal confirmation by the Referred
Party to Provider to engage its services; (iii) Provider and the
Referred Party must enter into a contract for the Provider’s
services within twelve (12) months of the Referral Notice; and (iv)
the initial fee to be paid by the Referred Party to Provider for the
engaged services has been received. Subscriber shall not be
entitled to any additional compensation or expense
reimbursement with regard to the Referral. In the event that
Provider and Subscriber have terminated their engagement, no
Referral Credit will be owed or due to Subscriber.
14. Acceptance. IN WITNESS WHEREOF, the parties have
caused this Agreement to be executed by their duly authorized
representatives effective as of the Effective Date.
PROVIDER:
Signature:
Name:
Title:
Date:
SUBSCRIBER:
Signature:
Name:
Title:
Date:
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Jason Kiesel
Founder & CEO
5/1/2019
5/23/2019
Finance Director
Richa Sigdel
Mobile Application Customer Agreement - Confidential 4
SCHEDULE A
1. SOFTWARE SUBSCRIPTION PACKAGE
Software Package Name Fee Term
Enterprise Plus
See below. The “Initial Term” shall be for two (2) calendar years from the
Effective Date (the “Termination Date”). Upon the expiration of
Initial Term, the term will continue to auto-renew to subsequent
annual terms subject to any fee increases implemented by the
Provider unless Subscriber notifies Provider in writing of its
intention not to extend the term at least thirty (30) days prior to
the Termination Date.
For a full listing of software features: Contact CitySourced Sales
2. SOFTWARE FEES: Fees are locked in for Initial Term. After Initial Term, the Annual Recurring fees will increase three percent (3%)
annually. Additionally, fees may be modified by Provider by written notice to subscriber thirty (30) days in advance of such
modification. If Subscriber requests an integration or an integration is included as part of the Software Subscription Package,
Subscriber must provide Provider the necessary publicly accessible web service endpoint(s) (“Endpoints”). The Endpoints must be
standard, based on an official software release by the third party vendor, and cannot be modified in any way. If the Endpoints have
been modified, additional fees may apply as determined by Provider.
Any and all custom software development performed by Provider not included in the fees below are billed at current hourly rates and
subject to an agreed upon statement of work. All prices below are in US Dollars. All checked apply:
Product One Time Setup Annual Recurring
CitySourced Service Requests $3,500 $15,900
Cartegraph Integration $0 $0
Custom Geocoder $4,000 $2,500
3. PRICING SUMMARY:
Initial Term Setup Costs $7,500
Initial Term Annual Recurring Costs $18,400
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www.citysourced.com (424) 270-9438 1545 Sawtelle Blvd.
Los Angeles, CA 90025
For Citizen Service Requests
PREPARED FOR
PASCO, WA
PROPOSAL
EMPOWER CITIZENS
With a Mobile Experience Powered By
CHANGE THE WAY YOU COMMUNICATE
ENTERPRISE ENTERPRISE PLUS*
PLATFORM SUPPORT iPhone,Android, HTML5, and Web Widgets
LICENSES Unlimited
BRANDING Your Branded Apps & App Store Entry Remove All CitySourced Branding
STAFF MANAGEMENT Robust Security Roles Team Management &Restricted Visibility
SERVICE REQUESTS Workflows,Request Notifications, Reporting,&
Filtering
Escalation Rules, Notifications Engine, Custom
Reporting, & Field Worker Request App
SUPPORT Unlimited Email &Telephone Support;
Dedicated Customer Success Manager Custom Staff User Guide and Training
INTEGRATIONS 1 Included (Cartegraph or TRAKiT)2 Included (Cartegraph and TRAKiT)
SETUP FEE (ONE-TIME)$3,500 $3,500
ANNUAL FEE $12,300 $15,900
YEAR 1 TOTAL FEE $15,800 $19,400
* Enterprise Plus includes all features of Enterprise
SINCE EVERY CITY IS UNIQUE IN THEIR NEEDS WE ARE ABLE TO CUSTOMIZE YOUR
PLATFORM BASED ON WHAT YOU NEED MORE RIGHT NOW.
TIERS & PRICING
TIERS & PRICING
WASTE REMINDERS KNOWLEDGE BASE
PLATFORM SUPPORT iPhone,Android, HTML5, and Web Widgets
LICENSES Unlimited
DESCRIPTION
Customized notifications/reminders to improve
compliance with waste services, via: SMS or Email
Uses a map of trash/recycling pickup days to allow
citizens to use the app to setup reminders.
Automated organization of common requests into
easily searchable FAQ.
•KB articles can be private (internal facing) or public
facing
•Allows for internal users to have a “standard
response” to common questions
•Citizens can quickly find answers without calling
city hall
REQUIRES
GIS map of pickup days, the reminder module will be
added into existing CitySourced app for the city.Content for KB added by city staff
SETUP FEE (ONE-TIME)$2,500 $1,500
ANNUAL FEE $10,200 Discounted to $4,575 $2,100
YEAR 1 TOTAL FEE $7,075 $3,600
* Enterprise Plus includes all features of Enterprise
ADD-ON MODULES AT ANY TIME TO EXPAND YOUR SERVICES AND GROW YOUR USER BASE
CitySourced Native Tiles
OPTIONS & PRICING
SETUP FEE ANNUAL FEE
STAGING INSTANCE
Separate Environment for Development and Testing $3,000 $6,000
STAGING / TEST SMARTPHONE APP
Non-production Smartphone App for use with Staging
Instance (Staging Instance Required)
$2,000 $4,200
SINGLE SIGN-ON
Sync user management with your existing single sign-on
product, such as Active Directory, Okta, and more.
$3,600 $2,400
PRIVATE, INTERNAL APP DISTRIBUTION
Useful if you don’t want your mobile application
distributed through the public app stores.
$2,000 $2,400
* Optional Add -on Features only available with Enterprise Plus
THESE FEATURES HELP YOU PROVIDE THE BEST SERVICES TO YOUR CITIZENS.
ADD-ON AT ANY TIME.
ADD-ON FEATURES*
ADD-ON FEATURES
ONE-TIME SETUP FEE ANNUAL SERVICES FEE
ENTERPRISE PLUS $3,500 $15,900
ESRI/GIS,
CARTEGRAPH, TRAKiT
INTEGRATIONS
INCLUDED INCLUDED
SUBTOTAL $3,500 $15,900
YEAR ONE TOTAL $19,400
YEAR 2 $15,900
Signed agreement and Purchase Order will initiate Kickoff
Initial Project Proposal (option 1)
TIERS & PRICING
ONE-TIME SETUP FEE ANNUAL SERVICES FEE
ENTERPRISE PLUS $3,500 $12,300
ESRI/GIS INTEGRATION INCLUDED INCLUDED
CARTEGRAPH OR
TRAKiT INTEGRATION INCLUDED INCLUDED
SUBTOTAL $3,500 $12,300
YEAR ONE TOTAL $15,800
YEAR 2 $12,300
Signed agreement and Purchase Order will initiate Kickoff
Initial Project Proposal (option 2)
TIERS & PRICING
www.citysourced.com (424) 270-9438 1545 Sawtelle Blvd.
Los Angeles, CA 90025
Email: erik@citysourced.com
WE HOPE TO HEAR FROM YOU SOON,
PLEASE LET US KNOW IF YOU NEED ANY
ADDITIONAL INFORMATION.
THANK YOU FOR
YOUR TIME AND
CONSIDERATION