HomeMy WebLinkAboutCitySourced Inc; 2019-09-30;Mobile 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 Carlsbad, California, 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. Provider will support Software as outlined in
Service Level Agreement, attached hereto as Exhibit A. 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 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 conditionsof 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. For
the term of this agreement and to the extent allowed by law, Subscriber grants
Provider a limited license to all information stored by the Software and
Application as assigned and used by the Subscriber (“Data”) or information
provided by for use in, by or in connection with the Software and Application,
any information collected, and/or any analysis of any such information
conducted by the Software and Application for use by the Subscriber.. For the
term of this agreement and to the extent allowed by law, Subscriber grants
Provider a limited license to use any Subscriber data or information provided by for use in, by or in connection with the Software and , any information collected, and/or any analysis of any such information conducted by the Licensed Program
for use by the Subscriber. 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, (a)
Subscriber will pay to Provider any fees or other amounts that have accrued prior to the effective date of the termination, (b) any and all liabilities accrued prior to the effective date of the termination will survive, (c) Subscriber will
provide Provider with a written certification signed by an authorized Subscriber
representative certifying that all use of Software and Application by Subscriber
has been discontinued, and (d) at no cost, Provider will ensure that Software
provides functionality so that Subscriber may export a file of Subscriber Data in a commercially reasonable standard (such as comma separated value (.csv),
extendible markup language (.xml), or Microsoft SQL database) or upon written
request from Subscriber, Provider will send to Subscriber such file, and (e)
Provider will, within a commercially reasonable amount of time, disable the
account and thereafter, unless legally prohibited, delete all Data, including any
cached or backup copies on Providers’ systems.
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 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
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Mobile Application Customer Agreement - Confidential 2
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 1, 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 anyother 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 any audit performed by Provider interferes with Subscriber’s business, Provider will immediately cease performing said audit, upon written
notification from Subscriber. 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. Except for any and all items outlined under the statement of
work (“Statement of Work”) attached hereto as Exhibit B, 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 directly to CitySourced,
Inc. and will not be deemed received until actually received in Provider offices.
Provider mailing address for all payments is:
CitySourced, Inc.
1545 Sawtelle Blvd., Suite 36
Los Angeles, CA 90025
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 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. Any legal action related
to this Agreement, must be brought in the San Diego Superior Court, North
County Division. 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 or digitally executed 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
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Mobile Application Customer Agreement - Confidential 3
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 ReferralNotice 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.Insurance. Provider will maintain insurance coverage through the
life of the agreement and any extension of it for a comprehensive general liability
policy (occurrence form) including personal injury liability, professional liability,
broad form property damage, operations liability, and contractual liability in an
amount not less than One Million Dollars and No Cents (U.S. $1,000,000.00)
which covers the direct and indirect acts and omissions of Provider, their agents,
contractors, employees, members, or guests. Provider shall also provide Cyber
Insurance coverage in an amount not less than One Million Dollars and No Cents (U.S. $1,000,000) per occurrence with a One Million Dollars and No Cents (U.S $1,000,000) aggregate. Upon written request from Subscriber, Provider shall supply Subscriber with a Certificate of Insurance showing
coverage of the above and the Subscriber will be named as an additional
insured. Additionally, upon written request from Subscriber, Provider shall also
provide Subscriber with a copy of Provider's workers' compensation certificate, in amounts sufficient to satisfy local legal requirements, which covers its
employees.
15.Acceptance. IN WITNESS WHEREOF, the parties have causedthis Agreement to be executed by their duly authorized representatives effective as of the Effective Date.
PROVIDER:
Signature:
Name: Andrew Kirk
Title: Director of Sales, North America
Date:
SUBSCRIBER:
Signature:
Name:
Title:
Date:
APPROVED AS TO FORMCELIA BREWER, CITY ATTORNEY
BY: __________________________________________________ ASSISTANT CITY ATTORNEY
Maria Callander
Information Technology Director
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9/25/2019
9/30/2019
Mobile Application Customer Agreement - Confidential 4
SCHEDULE A
1. SOFTWARE SUBSCRIPTION PACKAGE
Software Package Name Fee Term
Enterprise Plus Mobile PaaS
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, Subscriber’s City
Manager may amend the agreement to extend it for two (2) additional one (1)
year periods or parts thereof. Extensions will be based upon a satisfactory
review of Provider, Subscriber needs, and appropriation of funds by
Subscriber. Provider and Subscriber will prepare a written amendment indicating the effective date, fees and length of the extended Agreement.
For a full listing of software features: Contact CitySourced Sales
2. SOFTWARE FEES: Fees are locked in for Initial Term. 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
þ CitySourced Service Requests $4,000 $21,900
þ Knowledge Base $0 $0
þ Add On: Staging for Console/Integrations $3,000 $5,532
þ Add On: Staging for Smartphone Apps $2,400 $4,149
þ Add On: Single Sign On $4,800 $3,319
þ Native iPhone Application $0 $0
þ Native Android Application $0 $0
þ Mobile Optimized HTML5 Application $0 $0
3. PRICING SUMMARY:
Year One (1) Setup Costs $14,200
Year One (1) One-time Discount ($14,200)
Year One (1) Annual Recurring Costs $34,900
Year One (1) Total $34,900
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EXHIBIT A
Service Level Agreement
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CitySourced Service Level Agreement 1
CITYSOURCED, INC.
SERVICE LEVEL AGREEMENT
Effective Date: May 20, 2014
This CitySourced Service Level Agreement ("SLA") is a policy governing the use of the CitySourced
Platform (the "Platform") under the terms of the CitySourced Mobile Application Customer Agreement
(the "Agreement") between CitySourced, Inc. ("CS", "us" or "we") and users of CS' services ("you"). This
SLA applies separately to each customer account using the Platform. Unless otherwise provided herein,
this SLA is subject to the terms of the Agreement and capitalized terms will have the meaning specified
in the Agreement. We reserve the right to change the terms of this SLA in accordance with the
Agreement.
Service Commitment
CS will use commercially reasonable efforts to make the Platform available with a Monthly Uptime
Percentage (defined below) of at least 99.75%, in each case during any monthly billing cycle (the
"Service Commitment"). In the event the Platform does not meet the Service Commitment, you will be
eligible to receive a Service Credit as described below.
Definitions
• "Monthly Uptime Percentage" is calculated by subtracting from 100% the percentage of minutes
during the month in which the Platform, as applicable, was in the state of "Unavailable."
Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly
from any Platform SLA Exclusion (defined below).
• "Unavailable" and "Unavailability" mean:
o For the Platform, when the Platform is not able to be reached from an internet
connected device with working connectivity. This is further defined as either a server
response of 503 (HTTP Status Code) or as a lack of a server response at all.
• A "Service Credit" is a dollar credit, calculated as set forth below, that we may credit back to
an eligible customer account.
Service Commitments and Service Credits
Service Credits are calculated as a percentage of the total monthly charges (your annual charges
divided by twelve) paid by you for the Platform for the month in which the Unavailability occurred in
accordance with the schedule below.
Monthly Uptime Percentage Service Credit Percentage
Less than 99.75% but equal to or greater than 98.0% 5%
Less than 98.0% 15%
We will apply any Service Credits only against future Platform payments otherwise due from you.
Service Credits will not entitle you to any refund or other payment from CS. A Service Credit will be
applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than
one dollar ($1 USD). Service Credits may not be transferred or applied to any other account. Unless
otherwise provided in the Agreement, your sole and exclusive remedy for any unavailability, non-
performance, or other failure by us to provide the Platform is the receipt of a Service Credit (if
eligible) in accordance with the terms of this SLA.
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CitySourced Service Level Agreement 2
Credit Request and Payment Procedures
To receive a Service Credit, you must submit a claim by opening a case in the CS Support Center. To be
eligible, the credit request must be received by us by the end of the second billing cycle after which
the incident occurred and must include:
1. the words "SLA Credit Request" in the subject line;
2. the dates and times of each Unavailability incident that you are claiming; and
3. your request logs that document the errors and corroborate your claimed outage (any
confidential or sensitive information in these logs should be removed or replaced with
asterisks).
If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service
Commitment, then we will issue the Service Credit to you within one billing cycle following the month
in which your request is confirmed by us. Your failure to provide the request and other information as
required above will disqualify you from receiving a Service Credit.
Platform SLA Exclusions
The Service Commitment does not apply to any unavailability, suspension or termination of the
Platform, or any other Platform performance issues: (i) that result from a termination described in
Section 3 of the Agreement; (ii) caused by factors outside of our reasonable control, including any
force majeure event or Internet access or related problems beyond the demarcation point of the
Platform’s physical location(s); (iii) that result from any actions or inactions of you or any third party;
(iv) that result from your equipment, software or other technology and/or third party equipment,
software or other technology (other than third party equipment within our direct control); (v) that
result from any maintenance as provided for pursuant to the Agreement; or (vi) arising from our
suspension and termination of your right to use the Platform in accordance with the Agreement
(collectively, the "Platform SLA Exclusions"). If availability is impacted by factors other than those used
in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such
factors at our discretion.
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Mobile Application Customer Agreement - Confidential 6
EXHIBIT B
Statement of Work
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Exhibit B – Scope of Work - Page 1
Exhibit B - Scope of Work and Deliverables
Table of Contents
Scope of Work and Deliverables ............................................................................................. 1
Project Overview .............................................................................................................................. 2
Project Management ........................................................................................................................ 2
Summary of Deliverables .................................................................................................................. 2
COTS Platform Setup & Configuration ................................................................................................................. 2
Methodology .................................................................................................................................... 3
Overview of Proposed Training ............................................................................................... 4
Payment Schedule .................................................................................................................. 5
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Exhibit B – Scope of Work - Page 2
Project Overview
Provider will configure, maintain, and host a web and mobile application (Application) for the purpose of
providing the public a means to submit “request for service” to the subscriber, such as potholes and
graffiti removal, and providing the public with other subscriber communications and information.
This commercial off-the-shelf (COTS) solution will include:
• Custom, Branded Mobile Application available at no cost to the public
• Cloud-Based Administration Portal
• Unlimited User licenses
• Configuring Software to use Subscriber’s Authoritative Esri GIS Data
• Mapping and Web Widgets for Community Portal
• Bi-Directional Routing/Integration into Tyler Energov, and Infor Hansen systems
• API for interfacing with other systems
• Training and Ongoing Support Services
• Advanced notifications engine
Project Management
Provider will provide the Subscriber a dedicated project manager during the Implementation Phase of
the Project who will work directly with the Subscriber, managing all communication between both
parties. All deliverables will be tracked in Provider’s project management system (currently powered by
Asana), with access granted to key Subscriber personnel so as to facilitate collaboration and give
visibility into the Project’s overall progress. Provider will also provide a status report to the Subscriber
Project Manager for the duration of the project’s life. The status report shall discuss the tasks/
accomplishments and the planned work.
Summary of Deliverables
COTS Platform Setup & Configuration
Based on the Project Deliverable / Milestone Schedule below, Provider will be delivering to the
Subscriber the following, not necessarily in this order:
1. Access to the cloud-based administrative portal (“Console”), in both a staging and production
environment.
a. Subscriber staff will be trained in the configuration and maintenance of the administrative
portal.
2. A Subscriber branded smartphone application, with only the production environment published
to Apple’s iTunes Store, under Subscriber’s Apple Developer Account*
a. A staging smartphone application will be distributed internally to employees, but not via
Apple’s iTunes Store
3. A Subscriber branded smartphone application, with only the production environment published
to Google’s Play Store
a. A staging smartphone application will be distributed internally to employees, but not via
Google’s Play Store
4. A Subscriber branded responsive HTML5 version of the application, in both a staging and
production environment
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Exhibit B – Scope of Work - Page 3
5. Access to public facing cloud-based applications (“Widgets”), in both a staging and production
environment.
6. Up to Four Basic User Training Sessions Completed
7. One Train-the-Trainer Session Completed
8. Single Sign on for staff users to the console utilizing integration with OKTA, in both a staging and
production environment.
Methodology
Provider will configure a variety of issues to be reported. The specific type of reportable issues will be
determined in the initial information gathering sessions with each department.
*An application published to Apple iTunes must be first reviewed and approved by Apple before it is
released to the public. Provider has no control over the speed at which this process takes and cannot
guarantee an application’s final public release date. Our experience with application review has shown
that most applications get approved (or rejected) within ten (10) business days. The Subscriber has the
option to publicly release (“Publish”) the application automatically on approval or manually Publish the
application at their discretion. It is the sole responsibility of Provider to ensure the process of getting the
mobile app published in all Apple’s iTunes and Google Play stores is completed successfully.
The Provider will utilize a five-phase approach consisting of; 1) Gather Configuration Requirements 2)
Configuration, 3) Testing, 4) Deployment, and 5) Transition to Support phases. The Provider and
Subscriber will coordinate weekly status updates and project management activities throughout each of
the first four phases.
The Provider and Subscriber will work together to establish a line of communication with third-party
integration resources to ensure a successful integration with Hansen and EnerGov; however, the
Subscriber is ultimately responsible for providing necessary assets to Provider in order to configure an
integration. As stated in the Agreement, 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. Configuration and implementation of
deliverables such as; single sign-on services (OKTA), console and mobile staging instances, and the
knowledge base may or may not occur concurrently, depending on the project.
The initial phase of the project will involve Subscriber gathering the information required to configure,
test, and deploy the Web portal/console and mobile app. This includes but is not limited to, branding
requirements, workflow requirements, GIS asset requirements, issue types, Hansen and EnerGov
integration requirements, etc.; Provider will provide guidance throughout this process. This phase
includes conducting a project kick-off with key stakeholders. A major deliverable will consist of a high-
level project plan that contains tasks and agreed upon dates for each work item.
In phase two, the Provider will configure the Web portal/console and mobile application. Configuration
of the system will occur in the test environment. Deliverables include; integration with Hansen,
integration with EnerGov, use of Subscriber’s authoritative ESRI GIS Data, Subscriber user authentication
via Single sign-on service, console and mobile staging instances. During this phase, the Subscriber will
be granted access and trained by the Provider in both Web portal and Console.
The third phase consists of testing in which the Subscriber will perform testing on the Web
portal/console and mobile app. This will be a coordinated effort between the Provider and Subscriber.
The Provider will address issues identified and provide guidance and support. The Provider and
Subscriber will also begin to prepare a plan for deployment to production. During this phase, system
administrators and pertinent staff will be trained.
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Exhibit B – Scope of Work - Page 4
Phase four consists of configuring the Production environment. Production-specific issues that occur
will be addressed by the Provider. Lastly, in phase five, post-deployment activities such as knowledge
transfer of day-to-day system maintenance will be provided by the Provider to the Subscriber. A high-
level summary of deliverables will be provided to the Subscriber to close out the project.
Acceptance & Sign Off
Project Deliverable Acceptance Criteria
Following delivery of each deliverable (non-software deliverables such as the project schedule)
Subscriber shall have a period of ten (10) business days after receiving confirmed written notification
from Provider (“Acceptance Review Period”) to verify that each deliverable meets expectations.
If during the Acceptance Review Period, Subscriber determines that the deliverable is deficient based on
current industry practices or methodology then Provider shall provide a timeline to modify or correct
the deliverable. Following confirmed delivery of each modification to Subscriber the Acceptance Review
Period shall be extended by an additional ten (10) business days, or such other mutually agreed period
of time, to verify the modification after which period it is deemed accepted. If no issues are raised
within the Acceptance Review Period, or the deliverable or any portion of the deliverable is used or
relied upon in the subsequent project activities, then the deliverable is deemed accepted.
Software Deliverable Acceptance Criteria
Following the Subscriber’s confirmation of delivery of the software deliverables, Subscriber shall have 30
10 business days to conduct user acceptance testing (“UAT”) to verify the software substantially
performs in the manner of which it was originally intended by Provider. The acceptance criteria for UAT
should track directly back to the specifications document used in conjunction with this SOW.
If, during UAT, Subscriber identifies an obvious defect (and said defect is confirmed by the Provider),
Subscriber will notify Provider in writing, and Provider shall provide a timeline for addressing the need
through resolution of the defect. The Provider will provide a deliverable sign off sheet template that will
be submitted and signed for each deliverable.
Overview of Proposed Training
Training will be provided to the Subscriber personnel on all aspects of the CitySourced Software. These
training sessions will occur as remote, web-based seminars. These seminars will occur on a bi-weekly
basis for the first 30 days after the Agreement has begun resulting in two (2) training sessions.
For the next 60 days thereafter, 1 training seminar will occur every 30 days resulting in two (2) training
sessions. This allows four (4) total training seminars during the project. These four (4) training seminars
are available for all Subscriber staff.
In addition to the training sessions outlined above, a single “Train the Trainer” session will take place at
the request of the Subscriber. This special, one-time session will be for those personnel at the Subscriber
that wish to become CitySourced Certified and become proficient in all aspects of the Software and its
features/capabilities. The date of this will be determined between the Subscriber’s Project Manager
and the Provider’s Project Manager. All training dates and times will be agreed upon mutually by the
Provider and Subscriber and will be included in the project plan.
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Exhibit B – Scope of Work - Page 5
Payment Schedule
Milestone Acceptance Criteria Percentage Amount
Contract Execution None 35% $12,215
Access to Staging
Console
The staging environment is available for use 30% $10,470
Production Console
Completed
All deliverables pertaining to Software and
Application setup and configuration are complete.
35% $12,215
TOTAL $34,900
DocuSign Envelope ID: 2AF07C53-E825-43CA-9C4E-1C0CC317ABD1