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Home My WebLink AboutContract 51058 CITY SECRETARY CITIBOT, LLC CONTRACT NO. C� SO- �pP�� CITY OF FORT WORTH, SC SUBSCRIPTION AGREEMENT pF�p��A�-01 G� f Date:May 30,2018 6' Subscriber: City of Fort Worth,Texas Citibot Contact#007 This Citibot Agreement, together with any other exhibits (including any schedules, attachments, and "Addendum to Subscription Agreement" between Citibot and the City of Fort Worth) attached hereto and incorporated herein by reference constitute the entire subscription agreement by and between Citibot and the above-named Subscriber and are hereinafter collectively referred to as the "Subscription Agreement." 1. Definitions. Capitalized terms used but not otherwise defined herein shall include the meanings ascribed thereto in the Terms of Service or Privacy Policy,as applicable. "Service" collectively refers to the Citibot chatbot customer service platform, software and/or services made available to Subscriber. This includes the development of Citibot for the City of Fort Worth,which will include an interactive chat bot that works with SMS and will also integrate with Facebook Messenger and Subscriber's Customer Reporting Management system (CRM) which is currently identifies as the Motorola CSR system. "Content"collectively refers to any and all information,including any text,graphics,and and/or other materials,submitted to or made available through the Service. Content submitted to the Service by Subscriber or any Authorized User is referred to as"User Content," and all other Content of the Service is referred to as"Citibot Content." "Subscription" refers to the right granted by Citibot to Subscriber to access and use the Service and the Content, subject to the terms and conditions of the Subscription Agreement. "Authorized User"refers to each employee,the citizens of Fort Worth,agent and/or contractor of Subscriber authorized to access and use the Service and the Content. 2. Term;Termination. a. Term;Termination. The Initial Term of the Subscription Agreement shall commence on the Effective Date(as set forth above) and continue in effect for three(3)years at which point this Agreement will automatically terminate. If the Parties wish to extend the contract for an additional Term,they will do so prior to the expiration of this Agreement. b. Termination. Either Party, by advance written notice of 90 days, may terminate this Agreement when it is in the best interest of either Party. If this Agreement is so terminated, Citibot shall be compensated for all necessary and direct costs of performing the Work actually accomplished on a pro rata basis c. Effect of Termination. Upon the termination of the Subscription Agreement, the Subscription and all rights granted to Subscriber and the Authorized User(s) in the Subscription Agreement are immediately revoked, including, without limitation,all rights to use the Service,any portion thereof,and any Citibot Content obtained through the Service. 3. Subscription Fee; Payment. Subscriber is responsible for payment of the Subscription Fee as described in in this Section. Payment shall be due to Citibot within thirty(30)days upon receipt of the Invoice. Year 1 1. Upfront development and installation cost should consider the software cost as well as initial configuration and setup costs, initial license costs,training and implementation=$18,500. Citibot will invoice Subscriber for this fee on the date of execution of this Agreement. *Breakdown: This Cost considers installation fees as well as all costs associated with training and implementation with the City staff. At Installation maintenance,hosting,support,and software as a service costs(SubscriptE=C37 000/mo aD,�cckicludes 10,000 texts(SMS communications)per month,inbound or outbound.v • If there are between 10,001 and 20,000 texts per month,then there would be an additional monthly charge of$500 to equal a total of$3,500 for that month. • If there are between 20,001 and 30,000 texts per month,then there would be an additional monthly charge of$1,000 per month to equal a total of$4,000 per month. • For each additional 10,000 communications above 30,000 communications per month,the cost will increase by an additional $500/mo. Year 2 Post Installation maintenance, hosting,support,and software as a service costs(Subscription Fee)=$3,400/mo. This cost includes 10,000 texts(SMS communications)per month,inbound or outbound. • If there are between 10,001 and 20,000 texts per month,then there would be an additional monthly charge of$500 to equal a total of$3,900 for that month. • If there are between 20,001 and 30,000 texts per month,then there would be an additional monthly charge of$1,000 per month to equal a total of$4,400 per month. • For each additional 10,000 communications above 30,000 communications per month,the cost will increase by an additional $500/mo. Year 3 Post Installation maintenance,hosting,support,and software as a service costs(Subscription Fee)=$3,700/mo. This cost includes 10,000 texts(SMS communications)per month,inbound or outbound. • If there are between 10,001 and 20,000 texts per month,then there would be an additional monthly charge of$500 to equal a total of$4,200 for that month. • If there are between 20,001 and 30,000 texts per month,then there would be an additional monthly charge of$1,000 per month to equal a total of$4,700 per month. • For each additional 10,000 communications above 30,000 communications per month,the cost will increase by an additional $500/mo Once a contract is executed,Citibot can implement this product for Fort Worth within 30 days or upon final execution of the integration into the Motorola CSR System,and Citibot will schedule training sessions as soon as is convenient for City Staff. MOTOROLA CSR INTEGRATION Citibot projects Motorola integration will cost$44,000,based on an estimated 6 week timeframe for completion.Citibot will not bear any cost burden associated with any delay beyond this 6 week period. The 6 week time frame will begin upon contract execution. For each additional week of time that Citibot spends on Motorola CRS integration,the weekly charge will be$3,500 per week. SHORT CODE OPTION Short code numbers can be helpful in that they enable the City to send out notifications in larger quantities(up to 100 messages per second). Citibot offers a short code option,and the number is then approved by the appropriate carrier in a 12-16 week time frame. Fee Structure for a Short Code Leased Number: Set Up Fee$850 • Random Number Selected$8,000 per year Fee Structure for a Short Code Purchased Number Set up Fee$850 • Random Number Selected$14,000 per year • Selected Number from a List$19,500 per year The monthly Subscription Cost referenced above would increase by 25%if Subscriber selects the Short Code Option. 4. Representation and Warranty. Each party represents and warrants to the other party that it has the full power to enter into the Subscription Agreement and to perform its obligations thereunder. 6. Independent Contractor. Citibot is an Independent Contractor to Subscriber. Thus,none of Citibot's employees shall be deemed employees of Subscriber. 2 7. Venue/Jurisdiction. This Agreement is governed by the laws of South Carolina and venue shall be in Tarrant County,Texas. City of Fort Worth,Tx Citibot,LLC fin/ Print Name: a„aan Alanis Print Name:_W.Bratton Riley Assistant City Manager Title: Title: CEO n Date: I � �6 Date: May 30,2018 APPROVED AS TO FORM AND LEGALITY: CHYATTO' kkEY/ t, OFF��T �- Attemd by.a .0 Mary J. Kayser, City Secret$ry M&C: 1295: OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX 3 Citibot SC Subscription Agreement Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. �-- 7 Z 8' Steve Streiffert Assistant Director,IT Solutions Department OFFICIAL RECORD CITY SECRETARY M WORM,TX