HomeMy WebLinkAboutContract 52796 City Secretary Contract No. ,
FORTWORTH,....,
PROFESSIONAL SERVICES AGREEMENT
(Information Technology)
This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by and
between the CITY OF FORT WORTH(the"City"or"Client"),a home-rule municipal corporation situated
in portions of Tarrant,Denton,Johnson and Wise Counties,Texas,acting by and through its duly authorized
Assistant City Manager, and OPEN CITIES, INC. ("Consultant"), a Delaware Corporation, and acting by
and through Cynthia Francis its duly authorized COO. City and.Consultant are each individually referred
to herein as a"party"and collectively referred to as the"parties."The term "Consultant" shall include the
Consultant, its officers,agents, employees, representatives, contractors or subcontractors. The term "City"
shall include its officers,employees, agents, and representatives.
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This for Professional Services Agreement;
2. Exhibit A—Statement of Work Plus any Amendments to the Statement of Work;
3. Exhibit B--Payment Schedule;
4. Exhibit C--Milestone Acceptance Form;
5. Exhibit D—INTENTIONALLY DELETED; and
6. Exhibit E—Signature Verification Form
7. Exhibit F- Software as a Service Agreement
8. Exhibit G-Interlocal Pricing Agreement(state of TX)
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the documents, the terms and conditions of this Professional Services
Agreement shall control.
The term "Consultant" or"Contractor"shall include the Consultant or Contractor, and its officers, agents,
employees,representatives, servants, contractors or subcontractors.
The term"City"shall include its officers, employees, agents, and representatives.
1. Scope of Services. Consultant hereby agrees,with good faith and due diligence,to provide
the City with OpenCities hosted website subscription services and OpenForms Enterprise software license.
Specifically, Consultant will perform all duties outlined and described in the Statement of Work, which is
attached hereto as Exhibit"A" and incorporated herein for all purposes, and further referred to herein as
the "Services."Consultant shall perform the Services in accordance with standards in the industry for the
same or similar services.In addition,Consultant shall perform the Services in accordance with all applicable
federal, state, and local laws, rules, and regulations. If there is any conflict between this Agreement and
Exhibit A, the terms and conditions of this Agreement shall control.
OFFICIAL RECORD
OpenCities,Inc. CITY SECRETARY
Professional Services Agreement-Technology
Rev.9/2017 FT WORTH)
City Secretary Contract No.
2. Term. This Agreement shall commence upon the date signed by an Assistant City Manager
below("Effective Date")and shall expire no later than twelve(12)months after final execution("Expiration
Date"),unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended
by the parties. This Agreement may be renewed for four (4) one-year terms at the City's option, each a
"Renewal Term."The City shall provide Consultant with written notice of its intent to renew at least thirty
(30)days prior to the end of each term.
3. Compensation. The City shall pay Consultant an amount not to exceed One Hundred Sixty-
Eight Thousand, Nine Hundred Four dollars ($168,904.00) in accordance with the provisions of this
Agreement and Exhibit"B," Payment Schedule, which is attached hereto and incorporated herein for all
purposes. Consultant shall not perform any additional services for the City not specified by this Agreement
unless the City requests and approves in writing the additional costs for such services. The City shall not
be liable for any additional expenses of Consultant not specified by this Agreement unless the City first
approves such expenses in writing. City agrees to pay all invoices of Consultant within thirty (30) days of
receipt of such invoice. Consultant may charge interest on late payments not to exceed one percent(1%).
4. Termination.
4.1. Convenience. Either the City or Consultant may terminate this Agreement at any
time and for any reason by providing the other party with 30 days written notice of termination.
4.2. Breach. If either party commits a material breach of this Agreement, the non-
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten(10)calendar days after receipt of
notice from the non-breaching party,or other time frame as agreed to by the parties.If the breaching
party fails to cure the breach within the stated period of time, the non-breaching party may, in its
sole discretion, and without prejudice to any other right under this Agreement, law, or equity,
immediately terminate this Agreement by giving written notice to the breaching party.
4.3. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by
the City in any fiscal period for any payments due hereunder, the City will notify Consultant of
such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever,except
as to the portions of the payments herein agreed upon for which funds have been appropriated.
4.4. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date,the City shall pay Consultant for services actually rendered
up to the effective date of termination and Consultant shall continue to provide the City with
services requested by the City and in accordance with this Agreement up to the effective date of
termination. Upon termination of this Agreement for any reason, Consultant shall provide the City
with copies of all completed or partially completed documents prepared under this Agreement. In
the event Consultant has received access to City information or data as a requirement to perform
services hereunder, Consultant shall return all City provided data to the City in a machine readable
format or other format deemed acceptable to the City.
5. Disclosure of Conflicts and Confidential Information.
5.1. Disclosure of Conflicts.Consultant hereby warrants to the City that Consultant has
made full disclosure in writing of any existing or potential conflicts of interest related to
Consultant's services under this Agreement. In the event that any conflicts of interest arise after the
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page 2 of 56
City Secretary Contract No.
Effective Date of this Agreement,Consultant hereby agrees immediately to make full disclosure to
the City in writing.
5.2. Confidential Information. The City acknowledges that Consultant may use
products,materials, or methodologies proprietary to Consultant. The City agrees that Consultant's
provision of services under this Agreement shall not be grounds for the City to have or obtain any
rights in such proprietary products,materials, or methodologies unless the parties have executed a
separate written agreement with respect thereto. Consultant, for itself and its officers, agents and
employees, agrees that it shall treat all information provided to it by the City ("City Information')
as confidential and shall not disclose any such information to a third party without the prior written
approval of the City.
5.3. Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure.A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4. Unauthorized Access. Consultant shall store and maintain City Information in a
secure manner and shall not allow unauthorized users to access, modify, delete or otherwise
corrupt City Information in any way. Consultant shall notify the City immediately if the
security or integrity of any City information has been compromised or is believed to have been
compromised, in which event, Consultant shall, in good faith, use all commercially reasonable
efforts to cooperate with the City in identifying what information has been accessed by
unauthorized means and shall fully cooperate with the City to protect such information from further
unauthorized disclosure.
6. Right to Audit.
6.1. Consultant agrees that the City shall, until the expiration of three (3) years after
final payment under this Agreement, have access to and the right to examine at reasonable times
any directly pertinent books, documents, papers and records of the Consultant involving
transactions relating to this Agreement at no additional cost to the City. Consultant agrees that the
City shall have access during normal working hours to all necessary Consultant facilities and shall
be provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. The City shall give Consultant not less than 10 days written notice of
any intended audits.
6.2. Consultant further agrees to include in all its subcontractor agreements hereunder
a provision to the effect that the subcontractor agrees that the City shall, until expiration of three
(3) years after final payment of the subcontract, have access to and the right to examine at
reasonable times any directly pertinent books,documents,papers and records of such subcontractor
involving transactions related to the subcontract, and further that City shall have access during
normal working hours to all subcontractor facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this paragraph. City
shall give subcontractor not less than 10 days written notice of any intended audits.
7. Independent Contractor. It is expressly understood and agreed that Consultant shall operate
OpenCities,Inc.
Professional services Agreement-Technology
Rev.9/2017 Page 3 of 56
City Secretary Contract No.
as an independent contractor as to all rights and privileges granted herein, and not as agent, representative
or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement,
Consultant shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. Consultant acknowledges that the doctrine of respondent superior shall not apply as
between the City, its officers, agents, servants and employees, and Consultant, its officers, agents,
employees,servants,contractors and subcontractors. Consultant further agrees that nothing herein shall be
construed as the creation of a partnership or joint enterprise between City and Consultant. It is further
understood that the City shall in no way be considered a Co-employer or a Joint employer of Consultant or
any officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any
officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment
benefits from the City. Consultant shall be responsible and liable for any and all payment and reporting of
taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE
FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER,WHETHER REAL OR ASSERTED,TO THE EXTENT CAUSED BY THE
NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
8.2. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS
OFFICERS,AGENTS,SERVANTS AND EMPLOYEES,FROM AND AGAINST ANY AND
ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER,WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO CONSULTANT'S BUSINESS, AND ANY RESULTING LOST
PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,
AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,TO THE EXTENT
CAUSED BY THE ACTS OR OMISSIONS OF CONSULTANT,ITS OFFICERS,AGENTS,
SUBCONTRACTORS,SERVANTS OR EMPLOYEES.
8.3. INTELLECTUAL PROPERTY INFRINGEMENT.
8.3.1. The Consultant warrants that all Deliverables, or any part thereof,
furnished hereunder, including but not limited to: programs, documentation,
software,analyses,applications,methods,ways,and processes(in this Section 8C each
individually referred to as a"Deliverable"and collectively as the"Deliverables,") do
not infringe upon or violate any patent,copyrights, trademarks,service marks,trade
secrets, or any intellectual property rights or other third party proprietary rights, in
the performance of services under this Agreement.
8.3.2. Consultant shall be liable and responsible for any and all claims made
against the City for infringement of any patent, copyright,trademark,service mark,
trade secret, or other intellectual property rights by the use of or supplying of any
Deliverable(s)in the course of performance or completion of,or in any way connected
opencities,tne.
Professional Services Agreement-Technology
Rev.9/2017 Page 4 of 56
City Secretaiy Contract No.
with providing the services, or the City's continued use of the Deliverable(s)
hereunder.
8.3.3. Consultant agrees to indemnify, defend, settle, or pay, at its own cost
and expense,including the payment of attorney's fees,any claim or action against the
City for infringement of any patent, copyright, trade mark, service mark, trade
secret, or other intellectual property right arising from City's use of the
Deliverable(s), or any part thereof, in accordance with this Agreement, it being
understood that this agreement to indemnify, defend, settle or pay shall not apply if
the City modifies or misuses the Deliverable(s). So long as Consultant bears the cost
and expense of payment for claims or actions against the City pursuant to this section
8, Consultant shall have the right to conduct the defense of any such claim or action
and all negotiations for its settlement or compromise and to settle or compromise any
such claim; however, City shall have the right to fully participate in any and all such
settlement, negotiations, or lawsuit as necessary to protect the City's interest, and
City agrees to cooperate with Consultant in doing so. In the event City, for whatever
reason,assumes the responsibility for payment of costs and expenses for any claim or
action brought against the City for infringement arising under this Agreement, the
City shall have the sole right to conduct the defense of any such claim or action and
all negotiations for its settlement or compromise and to settle or compromise any such
claim; however, Consultant shall fully participate and cooperate with the City in
defense of such claim or action. City agrees to give Consultant timely written notice
of any such claim or action,with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing,the City's assumption of payment of costs or expenses
shall not eliminate Consultant's duty to indemnify the City under this Agreement. If
the Deliverable(s), or any part thereof,is held to infringe and the use thereof is
enjoined or restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted,Consultant shall,at its own expense and as City's sole
remedy,either: (a)procure for City the right to continue to use the Deliverable(s); or
(b) modify the Deliverable(s) to mare them/it non-infringing, provided that such
modification does not materially adversely affect City's authorized use of the
Deliverable(s);or(c)replace the Deliverable(s)with equally suitable,compatible,and
functionally equivalent non-infringing Deliverable(s) at no additional charge to City;
or (d) if none of the foregoing alternatives is reasonably available to Consultant,
terminate this Agreement, and refund all amounts paid to Consultant by the City,
subsequent to which termination City may seek any and all remedies available to City
under law. CONSULTANT'S OBLIGATIONS HEREUNDER SHALL BE SECURED
BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
8.4. LIMITATION OF LIABILITY.
8.4.1. Limitation of Liability. THE TOTAL LIABILITY OF
CONSULTANT AND IT'S AFFILIATES ARISING OUT OF OR RELATED TO
THIS AGREEMENT WILL NOT EXCEED THE AMOUNT COVERED BY THE
REQUIRED INSURANCE TO BE HELD BY CONSULTANT.
8.4.2. Exclusion of Consequential Damages. IN NO EVENT WILL
CONSULTANT OR ITS AFFILIATES BE LIABLE TO CUSTOMER FOR ANY
CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE
opencilies,Inc.
Professional Services Agreement-'technology
Rev.912017 Page 5 of 5G
City Secretary Contract No.
DAMAGES, INCLUDING ANY DAMAGES FOR LOSS OF REVENUES OR
GOODWILL,BUSINESS INTERRUPTION,LOSS OR INACCURACY OF DATA,
COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR
TECHNOLOGY,OR LOST PROFITS,ARISING OUT OF OR RELATED TO THIS
AGREEMENT.
9. Assignment and Subcontracting.
9.1. Consultant shall not assign or subcontract any of its duties, obligations or rights
under this Agreement without the prior written consent of the City. If the City grants consent to an
assignment,the assignee shall execute a written agreement with the City and the Consultant under
which the assignee agrees to be bound by the duties and obligations of Consultant under this
Agreement. The Consultant and assignee shall be jointly liable for all obligations under this
Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor
shall execute a written agreement with the Consultant referencing this Agreement under which the
subcontractor shall agree to be bound by the duties and obligations of the Consultant under this
Agreement as such duties and obligations may apply. The Consultant shall provide the City with a
fully executed copy of any such subcontract.
9.2. MBE Goal-Delete if NIA-In accordance with City of Fort Worth Ordinance No.
20020-12-2011, the City has goals for the participation of Minority Business Enterprises and
Women Business Enterprises (NMBE) in City contracts. Consultant acknowledges the M/WBE
goal established for this contract at insert % of goal and its commitment to meet that goal.Any
misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of
fraud by Consultant may result in the termination of this agreement and debarment from
participating in city contracts for a period of time of not less than three(3)years.
10. Insurance.
10.1, The Consultant shall carry the following insurance coverage with a company that
is licensed to do business in Texas or otherwise approved by the City:
10.1.1. Commercial General Liability:
I0.1.1.1. Combined limit of not less than $2,000,000 per
occurrence;$4,000,000 aggregate; or
10.1.1.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow-form provision and shall
include coverage for personal and advertising injury.
10.1.1.3. Defense costs shall be outside the limits of liability.
10.1.2. Automobile Liability Insurance covering any vehicle used in providing
services under this Agreement, including owned, non-owned, or hired vehicles, with a
combined limit of not less than$1,000,000 per occurrence.
10,1.3. Professional Liability(Errors & Omissions) in the amount of$1,000,000
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page 6 of 56
City Secretary Contract No.
per claim and$1,000,000 aggregate limit.
10.1.4. Statutory Workers' Compensation and Employers' Liability insurance
requirements per the amount required by statute.
10.1.5. Technology Liability(Errors& Omissions)
10.1.5.1. Combined limit of not Less than $2,000,000 per
occurrence;$4million aggregate or
10.1.5.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Cove ra e in the amount of
$4,000,000. Umbrella policy shall contain a follow-form provision and shall
include coverage for personal and advertising injury. The umbrella policy shall
cover amounts for any claims not covered by the primary Technology Liability
policy. Defense costs shall be outside the limits of liability.
10.1.5.3. Coverage shall include, but not be limited to, the
following:
10.1.5.3.1. Failure to prevent unauthorized access;
10.1.5.3.2. Unauthorized disclosure of information;
10.1.5.3.3. Implantation of malicious code or computer
virus;
10.1.5.3.4. fraud, Dishonest or Intentional Acts with final
adjudication language;
10.1.5.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret, brought against the City for use of
Deliverables, Software or Services provided by Consultant under this
Agreement;
10.1.5.3.6. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is
acceptable if coverage meets all other requirements. Technology coverage
shall be written to indicate that legal costs and fees are considered outside
of the policy limits and shall not erode limits of liability. Any deductible
will be the sole responsibility of the Consultant and may not exceed
$50,000 without the written approval of the City. Coverage shall be
claims-made, with a retroactive or prior acts date that is on or before the
effective date of this Agreement. Coverage shall be maintained for the
duration of the contractual agreement and for two (2) years following
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page 7 of 56
City Secretary Contract No.
completion of services provided. An annual certificate of insurance, or a
full copy of the policy if requested, shall be submitted to the City to
evidence coverage; and
10.1.5.3.7. Any other insurance as reasonably requested by
City.
10.2. General Insurance Requirements:
10.2.1. All applicable policies shall name the City as an additional insured
thereon, as its interests may appear. The term City shall include its employees, officers,
officials, agents, and volunteers in respect to the contracted services.
10.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery)in favor of the City of Fort Worth.
10.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten(10)days' notice shall be acceptable
in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
10.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII in the
current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
10.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
10.2.6. Certificates of Insurance evidencing that the Consultant has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
H. Compliance with Laws,Ordinances,Rules and Regulations. Consultant agrees to comply
with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies
Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately
desist from and correct the violation.
12. Non-Discrimination Covenant. Consultant, for itself, its personal representatives,assigns,
subcontractors and successors in interest,as part of the consideration herein,agrees that in the performance
of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment
of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged
violation of this non-discrimination covenant by Consultant, its personal representatives, assigns,
subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and
defend the City and hold the City harmless from such claim.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
OpenCities,Inc.
Professional Services Agreement-'technology
Rev.9/2017 Page 8 of 56
City Secretary Contract No.
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or(3)received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
TO THE CITY: TO CONSULTANT:
City of Fort Worth OpenCitics,Inc.
Attn:Assistant City Manager Attn: Cynthia Francis, COO
200 Texas Street 1885 Mission Street
Fort Worth TX 76102 San Francisco, CA 94103
Facsimile: (817)392-6134 Facsimile: via email to cynthia@opencities.com
With Copy to the City Attorney
at same address
14. Solicitation of Employees. Neither the City nor Consultant shall, during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement,without the prior written consent of the person's employer.This provision
shall not apply to an employee who responds to a general solicitation or advertisement of employment by
either party.
15, Governmental Powers. It is understood and agreed that by execution of this Agreement,
the City does not waive or surrender any of its governmental powers.
16. No Waiver. The failure of the City or Consultant to insist upon the performance of any
term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of
the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right
on any future occasion.
17. Governing Law and Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of
this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
18, Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Majeure. The City and Consultant shall exercise their best efforts to meet their
respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control (force
majeure), including,but not limited to, compliance with any government law, ordinance or regulation, acts
of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority,transportation problems and/or any other similar causes.
20. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page 9 of 5G
City Secretary Contract No.
21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. Amendments. No amendment of this Agreement shall be binding upon a party hereto
unless such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party.
23. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and agreement between the
City and Consultant,their assigns and successors in interest, as to the matters contained herein.Any prior
or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall,for all purposes,be deemed an original, but all such counterparts shall together constitute
one and the same instrument.An executed Agreement,modification,amendment,or separate signature page
shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects
the signing of the document by any party. Duplicates are valid and binding even if an original paper
document bearing each party's original signature is not delivered.
25. Warranty of Services. Consultant warrants that its services will be of a professional quality
and conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty(30)days from the date that the services are completed. In such event,at Consultant's
option, Consultant shall either (a) use commercially reasonable efforts to re-perform the services in a
manner that conforms with the warranty, or (b) refund the fees paid by the City to Consultant for the
nonconforming services.
26. Milestone Acceptance. Consultant shall verify the quality of each deliverable before
submitting it to the City for review and approval. The City will review all deliverables to determine their
acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached
hereto as Exhibit"C."If the City rejects the submission, it will notify the Consultant in writing as soon as
the determination is made listing the specific reasons for rejection.The Consultant shall have ten(10)days
to correct any deficiencies and resubmit the corrected deliverable. Payment to the Consultant shall not be
authorized unless the City accepts the deliverable in writing in the form attached. The City's acceptance
will not be unreasonably withheld.
27. Network Access.
27.1. City Network Access. If Consultant, and/or any of its employees, officers,agents,
servants or subcontractors(for purposes of this section"Consultant Personnel"),requires access to
the City's computer network in order to provide the services herein, Consultant shall execute and
comply with the Network Access Agreement which is attached hereto as Exhibit "D" and
incorporated herein for all purposes.
27.2. Federal Law Enforcement Database Access. If Consultant, or any Consultant
Personnel, requires access to any federal law enforcement database or any federal criminal history
record information system, including but not limited to Fingerprint Identification Records System
("FIRS"),Interstate Identification Index System("III System"),National Crime Information Center
("NCIC") of National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications
Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.912017 Page I0 of 56
City Secretary Contract No.
Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal
justice as defined therein on behalf of the City or the Fort Worth Police Department, under this
Agreement, Consultant shall comply with the Criminal Justice Information Services Security
Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of
Investigation Criminal Justice Information Services Security Addendum. No changes,
modifications,alterations,or amendments shall be made to the Security Addendum.The document
must be executed as is, and as approved by the Texas Department of Public Safety and the United
States Attorney General.
28. Immigration Nationale Act. The City of Fort Worth actively supports the Immigration&
Nationality Act (INA) which includes provisions addressing employment eligibility, employment
verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all
employees who perform work under this Agreement.Consultant shall complete the Employment Eligibility
Verification Form (1-9), maintain photocopies of all supporting employment eligibility and identity
documentation for all employees,and upon request,provide City with copies of all I-9 forms and supporting
eligibility documentation for each employee who performs work under this Agreement. Consultant shall
establish appropriate procedures and controls so that no services will be performed by any employee who
is not legally eligible to perform such services. Consultant shall provide City with a certification letter that
it has complied with the verification requirements required by this Agreement. Consultant shall indemnify
City from any penalties or liabilities due to violations of this provision. City shall have the right to
immediately terminate this Agreement for violations of this provision by Consultant.
29. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if
either City or Consultant has a claim,dispute,or other matter in question for breach of duty,obligations,services
rendered or any warranty that arises under this Agreement,the parties shall first attempt to resolve the matter
through this dispute resolution process. The disputing party shall notify the other party in writing as soon as
practicable after discovering the claim,dispute,or breach. The notice shall state the nature of the dispute and
list the parry's specific reasons for such dispute. Within ten(10) business days of receipt of the notice, both
parties shall commence the resolution process and make a good faith effort,either through email,mail,phone
conference,in person meetings,or other reasonable means to resolve any claim,dispute,breach or other matter
in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter
to non-binding mediation in Tarrant County,Texas, upon written consent of authorized representatives of both
parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties. Each party
shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in
the costs of the mediation. If the parties cannot resolve the dispute through mediation,then either party shall
have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the
fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute
resolution process,the parties agree to continue without delay all of their respective duties and obligations
under this Agreement not affected by the dispute. Either party may, before or during the exercise of the
informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests.
30. No Boycott of Israel. If Consultant has fewer than 10 employees or the Agreement is for
less than$100,000, this section does not apply. Consultant acknowledges that in accordance with Chapter
2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1)does
not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"
and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this contract, Consultant certifies that Consultant's signature provides
Opencities,(nc.
Professional Services Agreement-'technology
Rev.9/2017 Page 11 of 56
City Secretary Contract No.
written verification to the City that Consultant: (I) does not boycott Israel, and(2) will not boycott.Israel
during the term of the contract.
31. Reporting Requirements.
31.1. For purposes of this section,the words below shall have the following meaning:
31.1.1. Child shall mean a person under the age of 18 years of age.
31.1.2. Child pornography means an image of a child engaging in sexual conduct
or sexual performance as defined by Section 43.25 of the Texas Penal Code.
31.1.3. Computer means an electronic, magnetic, optical, electrochemical, or
other high-speed data processing device that performs logical, arithmetic, or memory
functions by the manipulations of electronic or magnetic impulses and includes all input,
output,processing,storage,or communication facilities that are connected or related to the
device.
31.1.4. Computer technician means an individual who,in the course and scope of
employment or business, installs, repairs, or otherwise services a computer for a fee. This
shall include installation of software,hardware, and maintenance services.
31.2. Reporting Requirement. If Consultant meets the definition of Computer
Technician as defined herein, and while providing services pursuant to this Agreement, views an
image on a computer that is or appears to be child pornography,Consultant shall immediately report
the discovery of the image to the City and to a local or state law enforcement agency or the Cyber
Tip Line at the National Center for Missing and Exploited Children. The report must include the
name and address of the owner or person claiming a right to possession of the computer; if known,
and as permitted by law. Failure by Consultant to make the report required herein may result in
criminal and/or civil penalties.
32. Signature Authority. The person signing this agreement hereby warrants that he/she has
the legal authority to execute this agreement on behalf of the respective party, and that such binding
authority has been granted by proper order,resolution, ordinance or other authorization of the entity. This
Agreement,and any amendment(s)hereto,may be executed by any authorized representative of Consultant
whose name, title and signature is affixed on the Verification of Signature Authority Form, which is
attached hereto as Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on
these warranties and representations in entering into this Agreement or any amendment hereto.
33. Survival of Provisions. The parties'duties and obligations pursuant to Section 4.4 (Duties
and Obligations), 5(Disclosure of Conflicts and Confidential Information), Section 6(Right to Audit),and
Section 8 (Liability and Indemnification)shall survive termination of this Agreement.
(signature page follows)
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page 12 of 56
City Secretary Contract No.
ACCEPTED AND AGREED:
CITY:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
r� By signing I acknowledge that I am the person
J/ responsible for the monitoring and administration of
this contract,including ensuring all performance and
By: Z/1
reporting requirements.
am .- Wevin Gunn
Title: Assistant City Manager
Date: I� f f By.
ame: Leah Huff
k"i
Title: Sr. IT Solutions Manager
APPROVAL RECOMMENDED:
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Roger Wright By: O� J�W
'
Title: Actin Director,IT Solutions y
g . Str ng
Title: Assistant City Attorney
ATTEST:
CONTRACT AUTHORIZAT[ON:
M&C: 19-0001
� Date Approved: August 6,2019
By: mo
jat Mary J. Kayser r � rm 1295 CertificationNo.: 2019-502833
City Secretary
CONSULTANT:
'XAS
OpenCitics, Inc. ATTEST:
By: C4LZ By: Luke D l 01_1_1
N e: Cynthia Francis Name: Luke D. Norris
Title: COO Title: US Managing Director- Strategy
& Government
Date: August 23, 2019
EXHIBIT A OFFICIAL RECURO
OpenCities,Inc.Professional Services Agreement-Technology FT. WORTH,ORT H,TX
Rev.912017 Page 13 of 56
City Secretaiy Contract No.
STATEMENT OF WORK
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page 14 of 56
City Secretary Contract No.
—I
Op
r svvrr r� _
R'y/nr your roar pAYA 6lLL
br!l Parkrm rr F ��Crly IVrc[a_7r brl <f�PL 6r Ur�e'.
rr REpoRrANls u�
keFxr�ri,ssu4•:/xrGt'r trcF<>walk�za do
JenF•rnt ron,r»cYits Ln
Ul< o
crLy
[.rc'ryrh,STARTA$uSlNB $
!�vorr„�-erf �I
SPlI,r Fr to a![p lh rsp�. c rrl
l Wttl
c G t t'ash M NACE uTlL,IT/E'S
•ron rfnr,y I"19 or
Learn nh�ut ral�f�ci�ptr:cr d
F!!yb PARKS [`�Y1
n sCnv«•r your!al&,PECREATlpN
rE+"rra�lrnr,,r ,sr+Fr,nc anrr-f h-lrrli6r.,
,sea or LF1N0 C!TYJ O$S
rch:
rg/4���CC'ry�7 `rl�pli Gr/inn r`crr1 t n!E nn,Jc��nrl
i or y Joh
c�SEE CITY IypRKS
r,srrr:r.4�v,pF&PROJECTS
=nnrA dre.t>rlppr�nn'F7
tr1
,e!
dr.,wki lh c rty
FirrdarrrlbrKy,+vas„� ,
VIEyVCIlirq�oTy
4Overrrr,ler7!6;,• 7e,forge Inrnflt f R i
su a.
r•�hr'rs
Opencities,Inc.
Professional Services Agreement-Technology
Rev.912017 Page 15 of 56
City Secretary Contract No.
September 4,2018
To the Web Team of the City of Fort Worth,
Thank you for the opportunity to introduce you to OpenCities and our work transforming
local government.Today,the City's website has become the digital front door to all City
resources and departments. By default,it must be easy for users to find what they are looking
for,and transact their business on whatever device they prefer.And because City departments
need to provide excellent digital content in order to assure that experience for users,the
website must be easy to update and maintain.A CMS alone is not enough.It is time fora better
approach to envisioning,building,maintaining and growing the City website.
OpenCities offers a complete package of services and technology that address all of your
concerns for an innovative,mobile responsive,accessible/compliant,fully featured and
affordable website. We have over 10 years of experience providing best practices for effective
governmentwebsites,and promote a"Digital Services"approach to convertyour site from
providing marketing and information to become a fully transactional digital services portal.
OpenCities provides Fort Worth unparalleled value for money,with regular updates and feature
releases and the ability for your staff to make updates or design improvements without the need
to hire engineers or designers. OpenCities puts the public and the government employees
jointly at the center of our solution.An active local government user community drives the
OpenCities product roadmap,ensuring our technology is continually evolving in away that
creates ongoing value for our customers.The process is collaborative and iterative;we believe
that the website mustwork for everyone and so we testwith both sets of users to assure that it
does.
After reading your RFP in detail,we fully understand your GMS and website redesign needs
as you have described them.We hope thatyou will choose to have us demonstrate the real
value of OpenCities to you in person.This proposal lays out all the elements requested in your
Bid documents,and will remain valid for 90 days from the date reflected above on this letter.
Our team stands behind this proposal and is fully committed to deliver the products and
services as described herein,and all of the individuals bound by this proposal are free of any
conflict of interest in doing this work. We welcome the opportunity to demonstrate how
OpenCities can help you deliver a better website and customer services experience to the
people of your city.
Cynthia Francis,Chief Operating Officer,OpenCities
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.912017 Page 16 of 5G
City Secretary Contract No.
Table of Contents
Table of Contents 3
Executive Summary 4
Our Philosophy and Key Values 5
Section 2:Customer Examples 6
Section 3:OpenCities Team for Fort Worth 8
Section 4:Pricing 10
TOTAL YEAR ONE COST-$168,904 10
ANNUAL COST,YEARS 2 and 3-$103,904 annually 10
Section 5:Scope of Services 12
ENGAGEMENTPROCESS: 12
Phase 1:Kick-Off&Discovery 13
Phase 2:Design Discovery and Development, Site Configuration 13
Phase 3:Training&Handover 14
Phase 4:Content/service creation,migration and curation 15
Phase 5:Launch and Iteration 15
Designed with Government,for Government 18
Website management made simple 19
Effortlessly Deliver Digital Services 20
Enterprise grade hosting 21
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.9/20 L 7 Page 17 of 56
City Secretary Contract No.
Executive Summary
The most direct interactions between people and government happen at the local level.When
is mynext garbage collection?Please repair this pothole. I wantto register and pay for a
parking permit.
Everyday local government processes thousands of these requests,and more than ever
residents want to interact with their Cities online rather than visiting government offices.The
more people transactwith government online,the more the website becomesthe City.
Beginning in 2008,OpenCities has metthe demand for effective local government websites.As
we built one website after another for our clients,we noticed local government continuously
facing the same challenges and reinventing the same wheel over and over in isolation.That's
why we decided to work together with local governments to continuously capture,incorporate
and share all of the tools and functionality that a modem City needs in one inclusive digital SaaS
platform that does not require custom development.
With an experienced implementation team that previously worked in government,or
government or community non-profits such as the leading government advocacy group,Code
for America,OpenCities also helps government staff and departments to re-envision their
current pages and forms as lighter,more effective digital services pages.
By introducing a simple yet powerful process of recreating old content as fully transactional
online experiences for site users,a truly innovative City can:
Radically improve the value oftheirwebsite by giving constituents immediate satisfaction,
and ideally resolution,of their question,need or problem;
• Reduce the costs associated with 311/Customer Service,due to a reduction in calls and
walk-in's to City Hall;
Adopt data--driven approach to prioritizing content on their website,without the need for
lengthy and costly analysis over and above the price of the website redesign;
• Improve the satisfaction of government staff by providing easy-to-use tools that support
distributed content publisher model,giving subject matter experts what they need to create
and maintain their own content and forms;
Check out how.working with City staff,our Digital Services approach revolutionized the City of
Grand Rapids,MI website and 311 by watching their story of transformation hat=. Following the
launch of their Digital City Hall,Grand Rapids garnered several awards for innovation,including
the US Conference of Ma or's Livability Award and the NextGen Public Service Silent He;
Award.
OpenCities,Inc.is based in San Francisco,CA and Kansas City,MO,and with our parent
company,serves customers in North America,Australia and New Zealand. In fact,over 20%of
local governments in Australia have chosen our technology to power their websites and
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page 18 of56
City Secretary Contract No,
intranets.The total number of client websites,portals and intranets built,launched and
supported by the company exceeds 500 sites. We hope to have the opportunity to help you
look beyond"good enough"and ask"what else,what next"
Our Philosophy and Key Values
OpenCities is committed to delivering the best possible local governmentwebsite platform.
e OpenCibes uses User Centered Design principals to create Digital Services that provides
self-service options for your community,rather than just migrating current content to a more
beautiful container.This increases satisfaction and trust in government for your residents,
businesses and visitors.Digital Transformation is a critical innovation we bring to our
customers,as evidenced in,his article about digital transformation in the City of Orlando.
• OpenCities uses Data Driven decision making.OpenCities is uniquely positioned to learn
from real world behaviour by looking at how existing services are used in your city,as well as
across all of our customers.We will leverage the data you collected in Phase 1 of your project
with Third Wave to prioritize content on your site.
• If you can't find it,you can't use it!We believe that site visitors shouldn't have to know
how local government operates to find the information and services they are seeking.A
powerful predictive search engine utilizing natural language,and a clear set of top tasks on the
homepage mean most users find what they need in one click.Fort Worth's top tasks are
prioritized by YOUR usage data(not extrapolated from aggregate data).
• OpenCities is mobile first,and our product templates and your content are tested for
accessibility and readability.OpenCities offers a selection of tested and proven design patterns
that create better digital experiences for your users. Every pattern in OpenCities meets the
high accessibility standards outlined in WCAG 2.O AA and use responsive mobile ready
frameworks.Our patterns and designs are easy to adapt to support the diverse scope and
needs of government digital services.
OpenCities sites are easily navigable and beautiful to experience,and easily undated and
managed by non-technical staff.
8 OpenCities is totally focused on improving our product for and with local governments,
and our product roadmap is entirely developed through input from our government customers.
• OpenCities provides training and governance workshol2s specifically tailored to each
type of government user.Our robustonline supportand productfeedback portal encourage
your staff's participation in ongoing product improvement.
• OpenCities gives government staff the tools and appropriate workflow and permissions
to change homepage images/look-and-feet,add forms and services,add CSS or Java Script to
the site when/where needed,and manage the pages and navigationof their site without coming
back to our team for changes or ongoing development.Asa SaaS product,we provide IT and
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page 19 of 56
City Secretary Contract No.
technical teams with tools and access and deliver the right balance of access and input for
those who know what they are doing,and guidelines for content publishers that are not
engineers or designers.
Section 2., C"ustomer Examples
City of Grand Rapids,MI,USA
I lttp:frilra#idraRld5(i+i.Gu�'
For this City of 192,000 residents,OpenCities
worked closelywith the Web and Customer
Services teams and launched their new site in
June of 2017. Initially engaged for a 3 month
"Alpha"site project in 2016,with the goal to test
website improvements that could benefit to 311
and customer services.By using the OpenCities
digital services redesign process and gaining
feedback from the city and residents,the City saw
a substantial reduction in calls and walk ins.The
project implementation utilized 2 City staff
members for the migration of content and
creation of digital services and online forms,and
launched after 5 months.
City of Miami,FL,USA
https:/Ibeta.miamigov.com/H erne
With over 450,000 residents,the City of Miami
wanted a flexible site designed to meet diverse
needs and engage Miami residents and city staff
in the development process. With Hurricane Irma
bearing down on Miami,the OpenCities Alpha site
(hosted in the Microsoft Azure Gov Data Center)
was repurposed within hours to become the
primary emergency response site for the City.The
Alpha site launched in February of 2016,and the
City is now in a full redesign and build process
using OpenCities,
OpenCitics,Inc.
Professional Services Agreement-Technology
Rev.912017 Page 20 of 56
City Secretary Contract No.
City of Orlando,FL,USA
a, tpn�,.��IaraorE..xo� ILA -
IAORLA#IQ9 W
Another of our Florida customer,the Orlando
site was developed to pilot a significant
commitment to online digital services for this
City of 262,000 residents.The Alpha site 4
launched in June,2017 and remains live for in- _
person user testing and general public feedback
in advance of a full website redesign.In User
Testing comparing the current Orlando website +
to the new Alpha site,77%of respondents felt '
that the new site communicated a commitment
to customer service,while only 46%felt that the
current site did so, The city is currently
migrating and re-writing all of their current web
content to the new City of Orlando site on OpenCities.
Judicial Council of California,CA,USA A
The Judicial Council of California(JCC)oversees
the single largest state court system in the world.
In that role,the JCC sets standards for the
administration of justice in California's 58 County
Courts.Despite the impression that most Court ,
interactions happen through a lawyer,the JCC is
committed to improving online access for"self-
help"services(such as requesting restraining
orders or getting a divorce).In 2017,the JCC
engaged OpenCifies to work on piloting a new
website with easy-to-understand directions for
completing these"self-help"services online. =
OpenCities led research,introduced a new model
of staff engagement and user testing to create a
proof of concept that site that is informing the
digital presence of the entire California Court
System.The site is not used publicly,but can be viewed at
http:/tjcp.-D-relive.op!anoit;es.com/HonL ;
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page21 of SG
City Secretary Contract No.
Section 3: OpenCities Team for Fort Worth
Irina Tikhonola will be your OpenCities Project Manager.Cynthia Francis will be your Contract
Administrator.Luke Norris will manage the sales process as well as government relations.Bio s
for the full team are below.
Irina Tikhonova-Government Success Manager,OpenCides.Irina manages
Client implementations for local governments in the United States.Irina
previouslyworked in client management forsoftware design and
implementation at Volunteer Match,with a strong focus on corporate social
responsibility,civic engagement,and social impact,Harexperience in the
"tech for good"world shaped her s4is in strategic planning,using data to
make informed decisions,encouraging engagement on a deeper level,and
managing projects from onset to completion.
httos:l/www.linkedin.con-Vinfirinatikhonove/Irina will be your day to day
contacton the project,managing all aspects of your implementation,
leading the Digital Services Academy training.working with your content
teams on the site settings and navigation as well as content
creation/migration.
Luke Norris-Managing Director,Strategy&Government Relations,
OpenCitics
Luke.leads government relations and sales for OpenCities in the United
States,Luke's a nationally sought-after speaker on government technology
and innovation,having spoken at the United States Conference of Mayors,
National Association of Counties.Harvard Kennedr School and more
national events.Prior tojoining OpenCities Luke was a Founding team
member of Paylt,a government technology startup.He spent four years as
the senior director of government relations for the national nonprofit,Code
for America.https://www.linkedin.com/in/#ukednorr'isl
Luke will be your primary contact throughout the RFP process,and will
continue to participate in the success of the project by providing feedback
and best practices from his Government Relations work
OpenCities,Inc.
Professional Services Agreemeat-Technology
Rev.9/2017 Page 22 of 56
City Secretary Contract No.
Cynthia Francis-Operations,OpenCities. Cynthia manages operations and
* customer engagement for OpenCitles.A serial tech entrepreneur focused on
digital asset management and content management,Cynthia was introduced
i` to the gov tech movement while leading business strategy for the Digital
-r Front Door and Product team at Code for America.She has founded and led
successful software/CMS companies in both the US and UK.
httosJAvww.linkedin.comlin/cvnthiafrancis
Cynthia will manage your contract for the project,and will be your contact for
administrative questions or issues at OpenCities.She manages the
implementation and services,and is part of the escalation path for service
questions.Additionally,Cynthia is available to stand in for Irina as project
manager when needed,
Rachael Mullins—User Experience and Digital Content,OpenCities Rachel has
y led user experience for OpenCities for 2 years.She is responsible for making
sure that our products are fully Accessible,and that we adhere to the most
.+
5 current design and content readability guidelines and recommendations.
+' Rachael ensures our technology provides the most effective user experience
for local government staff and citizens.
While you mayor may not have direct contact with Rachael on the project,
she is active behind the scenes working with the team on the User Experience
that is both built into the OpenCities product,as well as advising on site
specific UI and UXelements.
Riz igbal—Development Lead,OpanCities.Riz holds over 8 years of web
development&web accessibility expertise and has been involved in the
delivery of over 100 government website and intranet projects for OpenCities.
Riz is a certified AGILE Scrum Master and leads the OpenCities development
A team.As the product development lead,Riz ensures that OpenCities is
'+ compliant with the best practices in security,technology and web standards,
and legislative requirements.
Riz Ise critical member of your team,who primarilyworks behind the scenes.If
there is a question pertaining to specifics for the implementation,product
functionality.web services hand offs to 3rd party systems,etc,then Irina will
bring Rizinto address those issues.
OpenCities,[tic.
Professional Services Agreement-Technology
Rev.9/2017 Page 23 of 56
City Secretary Contract No.
Section 4: Pricing
TOTAL YEAR ONE COST-$168,904
ANNUAL COST,YEARS 2 and 3-$103,904 annually
Annual Subscription fee(includes hosting, bandwidth, maintenance,
support)
OpenCities subscription fees are based on the population of the city.Open Cities reduces the
costs to pennies.Delivered as a cloud solution,the annual subscription fee includes:
• All OpenCities prod uct features outlined in this document(excluding premium modules)
• Enterprise license of Open Forms for use with the CMS,as outlined in this document
• All Hosting,Security,Bandwidth(to limit)and Storage using Microsoft Azure Gov Data
Center with 99.9%Services Level Agreement(SLA)
• Maintenance,upgrades and New functionality
• Accessibility commitmentto global standard(WCAG 2.OAA)
• Unlimited 2417 telephone helpdesk for Priority level 1 severity issues
• Unlimited online helpdesk for all other support&issues per SLA
... -- - - -
City of Fort Worth population(2017) 874000
OpenCities-Annual usage fee per $0,12 cents
resident
LOP
enForms—Enterprise(annual) $25,000
20%Innovator Discount
Fort Worth annual subscription fee $103,904 annually
(inclusiveof both OpenCities and
OpenForms)
Commercial In Confidence 10
OpenCities,Inc.
Professional Services Agreement-Teclmology
Rev.9/2017 Page 24 of 56
City Secretary Contract No.
One-time Setup fee
One-time OpenUies setup fees are based on the level of assistance your City needs for its
digital transformation.OpenCities includes in this cost the following services performed by our
tea m:
• Onsite visit(s)for project initiation&workshopping
• Production of visual design for new website
• Comprehensive site administrator and content publisher training(refer to training schedule)
• Delivery of project subject to the GANTT chart below
• Consultation and coaching on governance,content creation and content migration
OpenCities Services Package- $40,000
Configuration,Project Management,Site
Design,Training,Consultation and
Support
( Digital Services Academy(One week on- $25,000
site business process improvements
workshop,to convert static content into
digital services)
TOTAL ONE TIME SET UP FEES (not $85,�L7G
inclusive of Optional modules)
OPTIONAL(not included in quote); $25,000 per DSA
Additional Digital Services Academy
trainings,One is included above,
additional weeks can be added.
OPTIONAL(not included in quote): $5,000 per 1,0.00 pages
Content Migration—bulk infest of current
content into OpenCi ties
OPTIONAL(not included in quote); To be Scoped during evaluation
Additional integation or customization
Commercial In Confidence 11
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page 25 of 56
City Secretary Contract No.
Section 5; Scope of Services
OpenCities has removed the risk of a traditional website redesign by creating a repeatable
process of engagement,content and digital services creation and cueation.
VISUAL WEBSITE REDESIGN,
Because we have aggregated over 10 years of best practices related to user experience,
navigation,and page layouts,we have incorporated that into our accessible and responsive
page templates and navigation strategy. Our approach to design is to utilize existing research
and work with the team from thee ity to look at current website behaviour and priorities for the
home page.We then hold a Design Workshop with a 15—25 person Steering Comm Ittee that
ideally includes resident members of the community,representatives from throughout the City
Government,aswell asthe Core Team for the redesign project. Layering theoutcomesfrom
these two processes over our existing,tested and known best practices for site design,we
engage in a three-iteration design creation and review process with the City of Fort.Worth team.
Out of the box,OpenCities provides templates and g uides to convert static processes and
marketing pages into truly transactional digital services.The easy-to-use tools for design and
configuration give the City the ability to update and make changes after launch,eliminating the
need for additional development.So while getting the design rightfrom the outset is important,
the flexibility of the OpenCities platform and our powerfulTherne Builder means that changes
and improvements to navigation and design become a regularand ongoing part of the project
through userfeedback and testing,withoutthe needto re-engage OpenCities or a design
team.
ENGAGEMENT PROCESS:
In every engagement,OpenCities providesa dedicated Project Managerand utilizesan
interative implementation approach. An OpenCities site generally launches a beta site in 3 to 4
months,with the intention being to launch with the top 80%of requests live on the site,while
migrating the rest while similtaneously testing with users. Some cities and counties have
tig hter tlmeframes or less content;some projects are staffed by one person or by a dedicated
team.Some cities choose to forego the tiered release approach of starting with a beta.All of
those variables impact the timeline for delivery.
Commercial In Confidence 12
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.912017 Page 26 of 56
City Secretary Contract No.
In the sections below,we have provided detail for each of the implementation steps for your
engagement with Open Cities.
Phase 1:Kick-Off&Discovery
• Kickoff Meeting:Meet the Team,confirm timelines for the project schedule training
sessions,walk-through process for site setup,design and content migration,and discuss
hand-offs to 3rd party applications if applicable.Determination is made as to key site
elements necessary for configuration.Discussion of CORE and STEERING Committees for
the City of Fort Worth.Planning for CUT groups or other user testing mechanisms.
• Project Management Tool:lntrodmtion to Asana as our shared project management
environment to track progress and maintain a visual point of truth as to the steps in the
project.
• Creative Brief/Asset Collection.Client works with OpenCities to secure assets such as
logos and images along with any existing style guides.
• Create/Review Analytics Report.Client provides access to existing Goog le Analytics and
any data collection that has been ongoing,and the OpenCities team will assess analytics for
the current site and incorporate findings for each service into a Digital Services inventory.
Phase 2:Design Discovery and Development, Site Configuration
In this phase the Open Cities project team and the client will share assets and work to align and
deliver a navigation,look and feel that reflects the spirit and goals of the City while leveraging
the best practices for effective site layout and design.
• Configure General locality information.This data importation will allow for structured
content(such as events,places of interest,and projects)to render dynamically in
geographic context on the site.
• Design Ideation and Creation of Creative Brief.OpenCitieswill faciEitate an ideation session
with stakeholders(Steering Committee)to help inform statements that capture an intention
forthe look and fee]forthe beta release of the redesigned website,and prepare a Creative
Brief summarizing these objectives and intentions.
• Governance Strategy.The OpenCities project team will consultand advise the web
managementteam through a process of creating a governance plan for website content.
Outcomeswill include assisting in the Client in formulating clearlyassigned rolesand
expectations,an approved process forgathering,writing,approving and publishing new site
content,and an understanding of best practices forweb writing.
Commercial In Confidence 13
OpenCities,Inc.
Professional Services Agreement-Technology
Rev,912017 Page 27 of 56
City Secretary Contract No.
• Homepage&Theme Design Review.The OpenCities project team will present a first
iteration of the design and site layout based on the assets and intentions shared in the
Design meeting.Discussion of who should be included in the design review is up to the city.
Inclusion of citizen engagement should be discussed and agreed prior to finalization of the
Fort Worth contract with OpenCities. Additional iterations will follow as needed.
• Design Finalization.Once the design is skinned onto a live OpenCities instance,content
publish inglmigtration can immediately begin.
• NOTE:While the configuration of the site information is based on best-practices from our
industry and Design Guidelines published bythe US Digital Services,there is ample room
forthe clientto make ongoing image,layout and design changes even after launch,using
our Theme Builder capability.
Phase 3:Training&Handover
In this phase.OpenCities provides training based on thetypes of outcomes that Fort Worth
wants to achieve with OpenCities.All training sessions can be delivered via hands-on,train the
trainer or classroom style format,either at City offices or online. In this proposal,we have
assumed a week of on-site training in the proposed fees.We will also provide guidance on the
creation of a governance plan,best practices for migrating or creating content,and identifying
key roles/responsibilities for success at this step.
• Content Publisher Training,The OpenCities team will be on-site to lead a2.5 hour,hands-
on,classroom style training on using the OpenCities CMS.This session is for individuals in
the City of Fort Worth who manage content for their department,genera llywhat we call
"Structured"content.The class focuses on how to use OpenCities to create pages,publish
information,manage pages and images or documents within the CMS,create forms using
OpenForms,and use the Knowledge Bank.This includes learning various modules including
news and events,minutes&agendas,parks&facilities,jab notifications,general and landing
pages,directories,media and file libraries.
• Site Administrator Training.Typically delivered to a small team of website managers,this 2
hour onsite session focuses on setting up,training and managing users,as well as
using/creating roles,workflows.permissions and website settings.We alsocover
troubleshooting yoursite and accessing the online helpdesk.Content publishing training is
a pre-requisite for site manager training.
• Digital Services Academy(ADDITIONAL COST/OPTIONAL SERVICE—ONE ACADEMY IS
CURRENTLY INCLUDED IN PRICING FOR FORT WORTH).The project team will use a 3 day,
2.b houriday facilitated workshop to train Client staff howto reinvision government web
pages and PDFs as interactive services.Participants learn howto migrate prioritized
Commercial In Confidence 14
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page 28 of 56
City Secretary Contract No.
content from the current site so that it becomes a fully functional Digital Service.
Accommodating"service owners",the OpenCities project team will work with participants
(content publishers and departmental staff)to create a journey map of one of their key
services,identify areas for improvement,prototype anew transaction,redesign their
content,and test their new services page and digital form with a set of actual users.
OpenCities Help Center/Knowledge Bank.The Client and all staff publishing to the website
will receive access to the OpenCities Knowledge Bank and ticketing system,which offers
detailed learning materials and documentation for every OpenCities module.Each article
contains annotated images with step by step instructionsshowing how to use the functions
in OpenCities,and many articles also offer strategic advice to help you make the most of
the functionality.
Phase 4: Content/service creation,migrabon and curation
At the com pletion of the Digital Services Academy and the first three Phases of the
Implementation,the most requested pages from your current website will have been recreated
as Digital Services pages and will be active with a sing le c lick from your new OpenCities
website, The visual design,governance strategy,and the top and secondary navigation wi[I be
in place. Your content publishers and site administrators will be trained and comfortable with
using OpenCities. At this stage,the focus is on the content.
• Content Creation.Client departments will recreate their department pages with support
from the OpenCities and Digital Services/Web Re Design teams.
• Content Migration.(ADDITIONAL COSTIOPTIONAL SERVICE—CURRENTLY NOT
INCLUDED IN PRICING FOR FORT WORTH). At OpenCities,we encourage our customers to
use the website redesign project as an opportunityto evaluate and transform the content
on their website.We acknowledge that there are some instances where a site will need to
have some or all of the current content migrated initially,and then improved and
transformed todigital services overtime. Should the City of Fort Worth require it,we can
included an optional Content Migration module to pull current website content into
Open Cities.($b,000 for up to 1,500 pages)
Phase 5:Launch and Iteration
The decision to[aunch a Beta version of the site before sun--setting the current website
provides an opportunity to gather feedback and continue to iterate the new site prior to the full
launch.Beta launch may occur before all of the content is fully available on the site,and it will be
Commercial In Confidence 15
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.912017 Page 29 of 56
City Secretary Contract No.
important to clarify for the community that this is a work in progress in advance of the full
release.
• Beta Release.The OpenCities project team will provide coaching to the Client team on
best practices for timing and content ofa beta release.
• Civic User Testing:The OpenCities project tears brings decades of combined expertise
in user experience testing.Ourproject approach is deeply rooted in the values of
"service design."In making the uservoice partof every Digital Services Redesign
workshop,we strive to ensure to that every service migrated to the site has been user
tested. Ideally,the Beta will launch with a banner inviting the public to continue testing
and giving feedback.
o NOTE:We advocate for using local"Code for..-teams or volunteers for person-
to-person user testing Ina community,but would be happy to add that
responsibility and cost to the OpenCities proposal if the City of Fort Worth so
desires.
• Iteration.The OpenCities project team will counsel the Client team on best practices for
incorporating content and navigation feedbackfrom the beta releaseand User Testing.
• Launch.TheOpenCities team will coordinate the full launch of the site with the Client
Team to assure a smooth transition from the old to the new site,including DNS transfer.
Proposed implementation plan and steps Oct/Nav201B Nov/Dec2019 Dec 2018arid
(specific dates final¢ed in contract step) beyond
Contract finalization and signature
PRASE 1:
Project Kick-off Meeting
Site Configuration
PHASE2:
Design Rounds and Finalization(2) -- -
LPHASE 3.
Commercial In Confidence 16
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.912017 Page 30 of 56
City Secretary Contract No.
Digital Services RedesignlDSA
Handover&Access to Customer
Extranet/Training Portal
i
Content Publisher&Site Manager Training
PHASE 4:
Content Creation and Migration
PHASE 5:
User Testing&Beta Launch
Commercial In Confidence 17
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.912017 Page 31 of 56
City Secretary Conti-act No.
Designed with Government, for Government
OpenCities is a platform your City/County will never outgrow.Why?Because unlike custom built
solutions that require continual,expensive development effort to keep current,OpenCides
continually evolves to ensure you always provide a cutting edge dig ital experience for your
visitors,regardless of what new device comes ourwaytomorrow.
And unlike other platforms where new functions and best practices usually mean additional
development dollars,orwaiting until your end-of-contract refresh period,OpenCities is a true
SaaS platform,which means as soon as new innovations are built by us,they can be released to
you.
OpenCities is always expanding our platform,and as our customeryou have direct influence on
our product roadmap.Along with a community of local government users acrossthe world,your
suggestions and feedback result in a cycle of continuous innovation and improvement,focused
exclusively on building the tools and capabilities you need to better serve yourcommunity via
digital.
What's more,as the range of digital capabilities offered byOpenCities grows alongside each
quarterly release,the usefulness and value of the platform will only increase foryour City,as
compared to custom built solutions that only become more and more redundant overtime.
That's the power of a solution built with Cities,for Cities.
• Front-end updates—We constantly update your user experience to conform to new
browsers,devices and accessibility standards
• Back-endupdates—Weregularly release newfeatures that increase the digital
capabilities of your subject matter experts
• Product roadmap—Through ourideas board and voting system,our cusotmer
community shapes our product roadmap to ensure we're building features directly
relevantto local government
• Community—OpenCities includes a Vocal government usercommunity,which means
you're in good company
Commercial In Confidence 18
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page 32 of 56
City Secretary Contract No.
website management made simple
An up-to-date and easyto use website delivers outstanding customer service at a fraction of
the cost of doing so in-person or over the phone.But for the website to be effective and up-to-
date,it must be easy to update and maintain by non-technical department staff.
Inspired by the simplicity of modern social media tools.OpenCities provides an easy to use
interface that empowers non-technical people to get involved in digital publishing,and allows
you to decentralise web maintenance to more people across the organisation.
A personalised dashboard helps subject matter experts from each department to keep track of
their tasks and pages,or start publishing new content(such as news,events,parks,facilities,
jobs,community directory and more)In one click,OpenCities handles the layout,styling and
syndication of content to all the right destinations without any extra work for the publisher.
• Unlimited users—Decentralise web publishing to as many people as you need,without
any extra fees.
• Templates for Content consistency-Anyone can use the OpenCitles content templates
to produce consistently elegant web pages
• Roles and Permissions-Give each person the correct access,whether that is an intern
who only uses an event creation shortcut or the head of Comm unlcations who needs full
access.
• Notifications-ErnalI notifications trigger next steps In the workflow and keep everyone
informed of progress.
I
I FAy Shudculs
I
�` i
yy I
i
I
i
� I
! My Cprtlp7l
OpenCilies,Inc.
Professional Services Agreement-Technology
Rev,912017 Page 33 of 56
City Secretary Contract No.
Effortlessly Deliver Digital Services
People come to your website because they need government services or support.Obtain a
divorce.Adopt Child.Pay ticket.Report problem.
Rather than calling or walking into an office,residents and visitors want self-service optionsto
complete these transaction.By creating online Digital Services,you have the opportunity to
increase customer satisfaction and decrease r /s_Ik_w�lyv s of mw,y raco�m�uryntaksaerp
overall customer service costs.
Most a CommtIrlity Otock Par iy
OpenCities provides subject matter experts
with a structured approach to create a service Are you planning a block party In your neighborhood?A block party is a great
way to cerebrate and encourage stronger communities.To support that the City
d irectory that make it easy for website visitors can help you close the road during your party.
to understand how to access your services
across various channels. Online Form
Complete the transformation with web
Select a date for your parry
services,which allow you to submit requests
Determine the day you and your neighbors want to close fhe
captured in OpenCifies directly intoyour CRM road for a party.nemember,block parties must begin during
system,eliminating the time and effort to re- daylight hours and enrl before sunset.
key requests and increasing turn-around for
O Contact your neighbors
your customers
Closing the road can be an inconvenience,so we ask that you
OpenCitles can turn your c lunky manual get permission from the malcrity of your neighbors to have your
party.The City needs to see written permission from at least
processes into intuitive online transactions, 51%of the households on your block to dose the road.
digitize your-forms and automate your manual
processes,all without a single line of coding. ) Apply online
Be prepared to pay a non-refundable$20 processing fee.Once
• Services template—Present your you have collected your signatures,you can apply for the permit
services in a beautiful,easy to online.
understand way,with step by step
options for residents to follow
• Create Flllable.Accessible Forms—See �r/ City staff will review your application
following page We will notify you within 4 business days when a decision is
made.If approved,the City will deliver the barricades(road
• Web services—Connect forms with closure signs)you need bolero your party.
your current internal systems
05 Put out barricades to close the road
On the day of the party,putout the barricades to close the road.
Commercial In Confidence After the parry,remove the barricades and return them to where
they were dropped off by the City.
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page 34 of 5G
City Secretary Contract No.
Enterprise grade hosting
OpenCities has partnered with Microsoft to ensure we provide the fastest,most secure,most
trusted and scalable digital experience for your community.This commitment is backed by
99%uptimeguarantee and service level agreement.OpenCities is hosted in the Microsoft
AzureGov Cloud,with facilities situated in in North America in full compliance with Data
Sovereignty Laws.
The Data Center is a Ter 1 security fully redundant,managed network infrastructure with on-site
power backup and generators,multiple telecom and network providers and 247 monitoring.
The facilities have state of the art Disaster Recovery services including on-line status
monitoring,event notification,with twice daily back ups.
The hosting environment exceeds all the standard requirements for effective data hosting,
including automated software updates,server managementand monitoring,multi tiered
software architecture,database updates and security patches,antivirus management and
updates,server-class hardware,red and ant firewall solutions,high performance servers and
SAN.
• 99.9%Uptlme performance guarantee-Our hosting service comes with a uptime
_ service level agreement toensure your information and services are always availablefor
your community.If we don't meet our performance guarantee.we refund you a portion of
your monthly fees.
Bv*
• Speed-According to Goog le,half of all visitors will leave a mobile site if the page doesn't
load within three seconds.Fast loading websites perform better on every front.They are
easierto use,faciRate more interactions and increase engagement.
• Security-As society's digital footprint continues to expand,the threat of malicious
activityonline becomes more pervasive.Given the amountof personal data required in
government transactions.the risk to the public can be significant.OpenCities encrypts all
forms with SSLto ensure security.
• Trusted reliability-Microsoft Azure Gov delivers 62 Compliance offerings.More than any
other cloud provider.That's why 9G%of Fortune 500 com panies use the Microsoft
Cloud.With OpenCities&Azure,you're in safe hands.
Commercial In Confidence 21
OpenCities,Ina.
Professional Services Agreement-Technology
Page 35 of 56
Rev.9/2017
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
MILESTONE: Contract execution--Annual license payment due-$103,904
MILESTONE: Completion of Phase 1: Kick-off'and Discovery- $10,000
MILESTONE: Completion of Phase 2:Design and Configuration-$15,000
MILESTONE: Completion of Phase 3: Digital Services Academy &Training-$25,000
MILESTONE: Completion of Phase 4& 5: Content Migration&Launch-$15,000
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.912017 Page 36 of 56
City Secretary Contract No.
EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered:
Milestone/Deliverable Ref. #:
Milestone/Deliverable Name:
Unit Testing Completion Date:
Milestone/Deliverable Target Completion Date:
Milestone/Deliverable Actual Completion Date:
Approval Date:
Comments(if needed):
Approved by Consultant: Approved by City Department Director:
Signature: Signature:
Printed Name: Printed Name:
Title: Title:
Date: Date:
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
OpenCitics,Inc.
Professional Services Agreement-Technology
Page 37 of SG
Rev.912017
City Secretary Contract No.
EXHIBIT D
INTENTIONALLY DELETED
OpenCities,Inc.
Professional Services Agreement-Technology
Page 38 of 56
Rev.9/2017
City Secretary Contract No.
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Consultant: OpenCities,Inc.
Full Business Address: 1885 Mission Street, San Francisco, CA 94103
Services to be Provided: OpenCities hosted website subscription services and OpenForms Enterprise
software license
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or pos itions have the authority to legally bind the Consultant and to execute any agreement,amendment
or change order on behalf of Consultant. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty
and representation set forth in this Form in entering into any agreement or amendment with Consultant.
Consultant will submit an updated Form within ten (10) business days if there are any changes to the
signatory authority. The City is entitled to rely on any current executed Form until it receives a revised
Form that has been properly executed by the Consultant.
1. Name: Cynthia Francis
Position: COO
�2Cc�LCLd
Sign re
2. Name: Luke D. Norris
Position: US Managing Director- Strategy & Government
Luke, 1) N1-1-rs
Signature
3. Name:
Position:
Signature
Name:
A(h-c ej&(b4k
Signature of President 1 CEO
Other Title:
Date:—August 23 2019
EXHIBIT F
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page 39 of 56
City Secretary Contract No.
Software as a Service License Agreement
SOF'rWARE AS A SERVICE At:3REEMF.Nt
This Software As A Service Agreement(this"AeLw7 ment")is dated
201 (the - ftective Date"), and is by and between OpenCities, Inc., a Delaware corporation
("OpenCities"), and the City/County of —_,a
("Customer').
OpenCities offers website(intranet and extranet)publishing, management and hosting services
for local govenunent websites utilizing a proprietary content management system and related
modules, and Customer desires that OpenCities provide such services to Customer, all on the
terms and conditions set forth herein. 'therefore,in consideration for the tnutual promises of file
parties set forth below,the adequacy of which consideration the parties hereby acknowledge,the
parties agree as follows.
1. DEFINITIONS. Ttic following capitalized tenns will have the following meanings whenever
used in this Agreement.
1.1. "Accetable Use Policy' ("AUP') means, as of any date, the version of OpenCities'
acceptable use policy posted at htin//suntmrt.OWnCil ks.com as of such date.
1.2. "Businesses"means a day other than a Saturday or a Sunday on which banks in the State
of California are open for business.
1.3. "Core Module' means the individual modules that are included within the SaaS.Prom tithe
to tine, new Core Modules will be introduced to the SaaS via Version Updates which are
included in the Fees paid by Customer.
IA. "Customer Data" means any and all dala and information, including text, graphics,
photographs, audio-visual elements, music, i[lustrations, video or other content, domain
names,email,chat room content,bulletin board postings,or any other items or materials of
Customer,any user or any other third patty provided or permitted by Customer to be made
available by or to reside within the SaaS or Customer's Website.
1.5. "Customer's Website"neans the wcbsite(s)created by or on behalf of Customer through
use of the SaaS 1'or Customer's internal business purposes.
1.6. "Documentation"means OpenCities'standard user documentation and any other operating,
training and reference manuals related to the SaaS, all of which are contained in the
OpenCitics Knowledge Bank.
OpenCities,Inc.
Professional Services Agreement-Technology
Page 40 of 56
Rev.9/2017
City Secretary Contract No.
1.7. "Intellectual Property Rights" means all intellectual or industrial property, including
without limitation any copyright,trade or service mark, patent, moral right,trade secret,
logo, know how, rights in relation to inventions, drawings, discoveries, improvements,
technical data, formulae, computer programs, know-how, logos, designs, circuit layouts,
domain names,business names,software,whether or not now existing,and whether or not
registered or unregistered rights,and rights in respect of Confidential Information.
1.8. "Malicious Code" means code, files scripts, agents or programs intended to do harm,
including,for example,viruses,wornis,time bombs and Trojan horses.
1.9. "OpenCities Knowledge Bank' means the Documentation and the specifications for the
SaaS(the"Specifications")currently posted at http:ilsupPert.012 rties.eom.
1.10."Privacy Policy" means, as of any date, OpenCities' privacy policy posted at
htto:�rsuaport.OpenCities.com as of such date.
1.11 "SaaS"means the data traffic management, website publishing and web hosting services
utilizing OpenCities' proprietary content management system, including any Version
Updates and Core Modules released by OpenCities, and all related Specifications grid
Documentation.
1.12"Scheduled Maintenance Window"means the date and time slot identified by OpenCities
in a written notice given to Customer via the OpenCities Knowledge Bank no later than 5
Business Days prior to the proposed Scheduled Maintenance Window to enable
maintenance work and Version Updates to be performed. The Scheduled Maintenance
Window will be outside of Customer's normal business hours and periods of peak
demand,whenever reasonably possible.
1.13"SLA"or"Service Level Agccern 'means OpenCities'standard service level agreement
as in effect from time to time, the current version of which is set forth in Schedule A
hereto.
1.14 "Version Updates"means updated versions of the SaaS (indicated by a higher numerical
version number) developed by OpenCities with enhancements or additions to the
functionality,and/or performance improvements and bug fixes.
2. SCOPE AND USAGE OF SAAS.
2.1. Use of SaaS. OpenCities shall make the SaaS available to Customer in accordance with
the terns of this Agreement solely for Customer's internal business purposes. Customer may
permit an unlimited number of its employees and its contractors to use the SaaS provided their
use is solely for Customer's internal business purposes and at all times in compliance with the
terms of this Agreement.Customer agrees to be responsible for any breach of this Agreement by
its contractors.
2
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.912017 Page 41 of 56
City Secretary Contract No.
2.2. Scope of SaaS. Upon payment of the applicable Pees and subject to the other terms and
conditions of this Agreement,OpenCities will provide the following services to Customer during
the Term:
(a) Wobsite Publishing_System. OpenCities will provide Customer with the website
publishing functionality set out in the SaaS Documentation and the Specifications.
(b) Web Hostine_OpenCities will provide Customer with the data traffic management and
web hosting services set out in Schedule A.
(c) Maintenance and OpenCities will provide the maintenance and support
services set out in Section 3 hercof.
(d) Service Level AQneernent. OpenCitics will use commercially reasonable efl?orts to
ensure the SaaS is available in accordance with the then applicable Service Level
Agreement.
(e) Additional Services. OpenCities may provide certain additional services from time to
time under this Agreement as agreed by the parties in writing.
(fl Use of Third Party Service Providers. Customer acknowledges that OpenCities has,
and in the future may,retain one or more third party service providers to supply certain
aspects of the SaaS, including certain of the hosting facilities, equipment, products,
services and connectivity necessary to offer the SaaS. Customer acknowledges that
OpenCities currently obtains web hosting services from the provider identified in,and
on the terns and conditions referenced in,Schedule A.
2.3. Documentation:Customer may reproduce and use the Documentation solely as necessary
to support its use of the SaaS.
3. MAINTENANCE AND SUPPORT SERVICES.
3.1. Maintenance and Su ort• SLA. Subject to the other provisions of this Article 3 and
Customer's payment of all applicable Pees,during the Tern:
(a) OpenCities will provide the remedies listed in the SLA for any failure of the SaaS or
the SaaS Documentation listed in the SLA. Such remedies are Customer's sole remedy
for any failure of the SaaS, and Customer recognizes and agrees that if the SLA does
not list a remedy for a given failure, it has no remedy. Any credits issued pursuant to
the SLA for failure to meet the uptime guarantee specified in the SLA will apply to
outstanding or Riture invoices only and are forfeited upon termination of -this
Agreement. OpenCitics is not required to issue refunds or to make payments against
such credits under any circumstances,including without limitation after termination of
this Agreement.
(b) OpenCities will provide Customer with Version Updates.Customer acknowledges that
Version Updates are mandatory and necessary for the proper function and security of
3
OpenCities,Inc.
Professional Services Agreement-Technology
Page 42 of 56
Rev.912017
City Secretary Contract No.
the SaaS. customer agrees to the implementation of all Version Updates by
OpenCities. Implementation will occur during a Scheduled Maintenance Window.
Any SaaS downtime or functionality issues arising;during a Scheduled Maintenance
Window will not be subject to the Service Level Agreement.
(c) OpenCities grants Customer personnel unlimited access to the OpenCities Knowledge
Bank to review the Documentation and Specifications. Customer acknowledges and
agrees that it does not have an unlimited right to request maintenance and support
services through the OpcnnCities Knowledge Bank; requests for maintenance and
support must be made in compliance with paragraph(e)hereof.
(d) OpenCities will make available to Customer an online and telephone help desk service,
which will allow 2 designated support representatives of Customer who have received
training in the SaaS to request maintenance and support services in accordance with the
Service Level Agreement. 'The contact details for the online and telephone help desk
support services are set out in Schedule A.
3.2. Scheduled and Emergency Maintenance. OpenCities agrees to use commercially reasonable
efforts to conduct all SaaS maintenance within a Scheduled Maintenance Window.
However, Customer acknowledges that an unplanned event may occur that will require the
need for OpenCities to perform maintenance on the SaaS on an emergency basis outside of a
Scheduled Maintenance Window.
(a) OpenCities will use reasonable efforts to give Customer advance notice of emergency
maintenance, but it is possible that advanced notification of emergency maintenance
will not occur. Any SaaS downtime or functionality issues during the Scheduled
Maintenance Window or during emergency maintenance will not be subject to the
Service Level Agreement.
3.3 Conditions. OpenCitics provision of the maintenance and support services set forth it this
Article 3 is subject to the following conditions:
(a) Customer must document and promptly report all errors or malfunctions of the SaaS to
OpenCities or its assigned agents and representatives;
(b) Customer must carry out procedures to rectify errors or malfunctions within a
reasonable period after receiving instructions from OpenCities on such procedures;and
(c) Customer must provide OpenCities with reasonable access to Customer's personnel,its
assigned agents and representatives as required by OpenCities to meet its obligations
under this Agreement.
4
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.912017 Page 43 of 56
City Secretary Contract No.
3.4 Abuse of Maintenance Services. In the event Customer abuses the maintenance and
support services offered by OpenCities(e.g. by declaring a problem Severity Level 1 when it is
only Severity Level 2,3 or 4,unless such distinction could not reasonably have been determined,
or by reporting problems which are not Severity 1 during non-business hours) an "Abuse
Incident"will be noted,and OpenCities will infornn Customer of such.
4. CUSTOMER DATA&SECURITY.
4.1. Customer Rights to Data. Customer retains all right, title and interest (including any
Intellectual Property Rights)in and to all data and content supplied by or on behalf of Customer
in connection with the SaaS and Customer's Website, including data uploaded by users thereof
(collectively, the "Customer Data"). Customer hereby grants OpenCities a limited, non-
exclusive, royalty-free, non-transferable license to host, reproduce, transmit, cache, store,
exhibit, publish, display, distribute, perform, and otherwise use the Customer Data solely as
necessary to provide the SaaS for Customer.
4.2. Responsibility for Customer Data. Customer is solely responsible for Customer Data,
including the accuracy,quality,appropriateness and legality of all Customer Data and the means
by which the Customer Data is acquired,and OpenCities shall have no responsibility or liability
therefor.Customer represents and warrants to OpenCities that:
(a) Customer owns or has the right to use Customer Data,and has the rights necessary to
grant OpenCities the license set forth inn Section 5.1.
(b) All Customer Data will be "server ready" and otherwise remain fiully compatible with
OpenCities'SaaS(including all software and operating systems);and
(c) Customer has obtained all necessary rights, releases and consents to allow the
Customer Data to be collected,used and disclosed in the manner contemplated by this
Agreement and to grant OpenCities the rights herein.
4.3. O eneities'Use of Customer Data. Unless it receives Customer's prior written consent,
OpenCities:(a)will not access,process,or otherwise use Customer Data other than as necessary
to facilitate the SaaS; and (b) will not intentionally grant any third-party access to Customer
Data, except subcontractors that are subject to a reasonable nondisclosure agreement.
Notwithstanding the foregoing, OpenCities may disclose Customer Data, including, without
limitation, user profile information (i.e. name, e-mail address, etc.), IP addressing and traffic
information,and usage history,as required by applicable lave or by proper legal or governmental
authority. OpenCities will give Customer prompt notice of any such legal or governmental
demand and reasonably cooperate with Customer in any effort to seek a protective order or
otherwise to contest such required disclosure,at Customer's expense.
4.4. Protection of Customer Data. OpenCities will use commercially reasonable, industry
standard administrative, physical and technical safeguards for the protection of the security,
confidentiality and integrity of the Customer Data, including implementation of measures
5
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page 44 of 56
City Secretaty Contract No.
designed to prevent unauthorized access, use, modification, disclosure and loss of the Customer
Data. OpenCities will archive Customer Data on a regular basis dt.tring the Tenn by performing
daily and weekly backups for the purposes of disaster recovery. In the event of equipment failure
or data corniption,OpenCities will restore from the most recent uncorrupted archive. In the event
of corruption of all of OpenCities archives,or in the event that an old archive is used to restore
data, Customer will have the responsibility of uploading new Customer Data to Customer's
Website. OpenCities will not,be liable for incomplete,out-of-date, corrupt or otherwise deficient
Customer Data recovered from OpenCitics backups.
4.5. No Obligation to Monitor; Right to Remove. OpenCities may,but has no obligation to,
monitor, review or edit Customer Data. In all cases, OpenCities reserves the right to remove,
delete or disable access to any Customer Data that OpenCities determines,in the exercise of its
sole discretion, violates this Agreement (including the Acceptable Use Policy) or is illegal,
damaging, problematic, objectionable or otherwise inappropriate. OpenCities may tape such
action without prior notification of Customer.
4.6. Privacy Policy. The Privacy Policy applies only to the SaaS and does not apply to any
third-party website or service linked to the SaaS or recommended or referred to through the SaaS
or by OpenCities staff.
4.7. Risk of Exposure.Customer recognizes and agrees that hosting data online involves risks
of unauthorized disclosure or exposure and that, in accessing and using the SaaS, Customer
assumes such risks. OpenCities offers no representation,warranty, or guarantee that Customer
Data will not be exposed or disclosed through errors or the actions of third parties.
4.8. Data Deletion.OpenCities may permanently erase Customer Data if Customer's account
is delinquent,suspended,or terminated for 60 days or more.
4.9. Aggregate &Anonymized Data. Notwithstanding the provisions above of this Article 5,
OpenCities may use,reproduce,sell,publicize,or otherwise exploit Aggregate Data in any way,
in its sole discretion. ("A gregate_Data°'refers to Customer Data with the following removed:
personally identifiable information and the names and addresses of Customer and any of its
users.)
5. CUSTOMER'S OBLIGATIONS&RESTRICTIONS.
6.1 Acceptable Use. Customer will comply with OpenCities' AUP as in effect from time to
time. Customer will not: (a)sell, resell, license, sublicense, distribute, make available, rent or
lease the SaaS or use the SaaS for service burcau or time-sharing purposes or in any other way
allow third parties to exploit or access the SaaS, except users accessing Customer's Website as
specifically authorized by this Agreement; (b) use the SaaS to store or transmit infringing,
libelous,or otherwise unlawful or tortious material,or to store or transmit material in violation of
third-party privacy rights; (c)use the SaaS to store or transmit Malicious Code; (d)share non-
public SaaS features or content with any third party; (e)frame or mirror any part of the SaaS
other than framing on Customer's own intranets or otherwise for Customer's internal business
purposes;(f)reverse engineer any portion of the SaaS,or(g)access the SaaS in order to build a
6
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.912017 Page 45 of 56
City Secretary Contract No.
competitive product or service, to build a product using similar ideas, features, functions or
graphics of the SaaS,or to copy any ideas,parts,features,functions or graphics of the SaaS. In
the event that it suspects any breach of the requirements of this Section 6.1, including without
limitation.by Customer's users,OpenCities may suspend Customer's access to the SaaS without
advance notice, in addition to such other remedies as OpenCities may have. Neither this
Agreement nor the AUP requires that OpenCities take any action against Customer or any user
or other third party for violating the AUP,this Section 6.1,or this Agreement,but OpenCities is
free to take any such action it sees fit. Any breach of the AUP or any of the provisions of this
Article 6 will entitle OpenCities to elect to terminate this Agreement immediately upon written
notice to Customer.
6.2 Unauthorized Access-. Securit . Customer will take reasonable steps to prevent
unauthorized access to the SaaS and the network,including without limitation by protecting its
passwords and other log-in information. Customer will notify OpenCities immediately of any
known or suspected unauthorized access to or use of the SaaS or breach of its security and will
use best efforts to stop said breach.Customer shall not:
(a) interfere with or disrupt the integrity or performance of the SaaS or attempt to gain
unauthorized access to the SaaS, or OpenCities' or its suppliers' related systems and
networks;
(b) commit, cause or allow any breach(or do anything which might phut us in breach) of
any applicable law,regulation,government direction or industry standard or code;
(c) attempt to or actually access the SaaS by any means other than through the portals or
interfaces provided by OpenCitics;
(d) attempt to or actually override any security component included in or underlying the
SaaS;or
(e) attempt or engage in any action that directly or indirectly interferes with the proper
working of or place al unreasonable load on OpenCities'infrastructure.
6.3 Compliance with Laws. In its use of the SaaS,Customer will comply with all applicable
laws, including without limitation laws governing the protection of personally identifiable
information and other laws applicable to the protection of Customer Data.
6.4 Responsibility for Users:SaaS Access.Customer is responsible and liable for:(a)its own
and its users use of the SaaS,including without limitation for any unauthorized user conduct and
any user conduct that would violate the AUP or the requirements of this Agreement applicable to
Customer; and (b) any use of the SaaS through Customer's account, whether authorized or
unauthorized. Customer agrees to indemnify OpcnCities against any loss or damage (except
where and to the extent that such loss or damage is consequential in nature) that OpenCities
suffers as a result of any unauthorized access to OpenCities' SaaS or network or those of
OpenCities'suppliers.
7
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.912017 Page 46 of 56
City Secretary Contract No.
6.5 Required Third Party Services.
(a) Customer will establish and maintain, at its own expense, all telecommunications
equipment and access lines necessary to gain access to the SaaS.
(b) fit order for OpenCities to provide some of the services under this Agreement,
Customer may at tines, be required to give OpenCities access to or provide login
information and password information for accounts or services Customer may have
with third party providers.When Customer provides OpenCities with this information
or provides OpenCities with access to these third party accounts, Customer warrants
that it has all the necessary contractual and legal rights to give OpenCities such
access,login information and passwords.
(c) Customer acknowledges that OpenCities will not have any responsibility or liability
with regard to any third party services used by the Customer on or through the
OpenCities formed web content, such as payment and e-coninerce services, and any
use of such third party services will be at Customer's own risk. Customer further
acknowledges that the technical ability to link to such services(such as the possibility
of a'PayPal'button), is provided only as part of the SaaS but will not be deemed to
create ally liability or responsibility on behalf of OpenCities.
(d) Where any third party SaaS integration is found to cause performance, stability or
security issues, OpenCities reserves the right to disable or remove that third party
SaaS in order to restore our SaaS to acceptable levels.
6.6 Customer Representative.Customer will appoint a designated representative who will be
authorized to act as the primary point of contact for Customer in dealing with OpenCities with
respect to each party's obligations under this Agreement and on a timely basis.
7 OPENCITIES IP&FEEDBACK.
7.1 IP RiWits in the SaaS. OpenCities retains all right,title, and interest in and to the SaaS,
including without limitation all software used to provide the SaaS and all graphics, user
interfaces,logos, aid trademarks reproduced through the SaaS. This Agreement does not grant
Customer any intellectual property license or rights in or to the SaaS or any of its components or
any Documentation. Customer recognizes that the SaaS and its components and the
Documentation are protected by copyright and other laws.
7.2 Feedback. OpenCities has not agreed to and does not agree to treat as confidential any
Feedback(as defined below)that Customer or other users provide to OpenCities,and nothing in
this Agreement or in the parties' dealings arising out of or related to this Agreement will restrict
OpenCities's right to use, profit from, disclose, publish, keep secret, or otherwise exploit
Feedback,without compensating or crediting Customer or the user in question.Customer hereby
grants OpenCities a perpetual,irrevocable right and license to exploit Feedback in any and every
way.("Feedback"refers to any suggestion or idea for improving or otherwise modifying any of
OpenCities's products or services.)
s
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.912017 Page 47 of 56
City Secretary Contract No.
8 CONFIDENTIAL INFORMATION.
8.1 "Confidential Information"refers to the following items: (a)any document either party
marks"Confidential";(b)any information either party orally designates as"Confidential"at the
time of disclosure,provided the disclosing party confirms such designation in writing within ten
(10)Business Days;(c)any OpenCities software and all Documentation and other information in
the OpenCities Knowledge Bank,whether or not marked or designated confidential;and(d)any
other nonpublic, sensitive infornation the receiving party should reasonably consider a trade
secret or otherwise confidential. Notwithstanding the foregoing, Confidential Information does
not include information that:(i)is in the receiving party's possession at the time of disclosure;
(ii)is independently developed by the receiving party without use of or reference to Confidential
Information,;(iii)becomes known publicly,before or after disclosure,other than as a result of the
receiving party's improper action or inaction; or(iv) is approved for release in writing by the
disclosing party.
92 Nondisclosure. Neither OpenCities nor Customer will use Confidential Information for
any purpose other than in performance of this Agreement (time'Turpose"). Each of OpenCities
and Customer agrees that it: (a) will not disclose Confidential Information to ally of its
employees or contractors unless such persons need access in order to facilitate the Purpose and,
in the case of a contractor, such contractor executes a nondisclosure agreement with the
appropriate party with terms no less restrictive than those of this Article 8; and (b) will not
disclose Confidential hmfornation to any other third party without the disclosing party's prior
written consent. Without limiting the generality of the foregoing, each party will protect
Confidential Information with the same degree of care it uses to protect its own confidential
information of similar nature and importance,but with no less than reasonable care. Each party
agrees that it will promptly notify the other party of any misuse or misappropriation of the other
party's Confidential Information that comes to its attention.Notwithstanding the foregoing,each
party may disclose Confidential Information as required by applicable law or by proper legal or
governmental authority, provided such party gives the other party prompt notice of any such
legal or governmental demand and reasonably cooperates with the other party in any effort to
seek a protective order or otherwise to contest such required disclosure, at the other party's
expense.
8.3 Injunction. 'The parties agree that breach of this Article 8 would cause time disclosing
party irreparable injury,for which monetary damages would not provide adequate compensation,
and that in addition to any other remedy, and that the disclosing party will be entitled to
injunctive relief against such breach or threatened breach, without proving actual damage or
posting a bond or other security.
8.4 Tennination & Return. With respect to each item of Confidential Information, the
obligations of Section 8.1 above will terminate five (5) years after the date of disclosure;
provided that such obligations related to Confidential Information of a party constituting trade
secrets will continue so long as such infonmation remains subject to trade secret protection
pursuant to applicable law.Upon termination of this Agreement,each party will return all copies
of the other party's Confidential Information to the other party or certify, in writing, the
destruction thereof.
9
OpenCities,Inc.
Professional Services Agreement-Technology
Rev,9/2017 Page 48 of 56
City Secretary Contract No.
8.5 Retention of Rights This Agreement does not transfer ownership of Confidential
Information or grant a license thereto. Each party will retain all right,title,and interest in and to
all of its Confidential Information.
8A Execution & hntnunity. Pursuant to the Defend Trade Secrets Act of 2016, 18 USC
Section 1833(b)(the"DTSA"),each party is on notice and acknowledges that,notwithstanding
the foregoing or any other provision of this Agreement:
(a) An individual sliall not be held criminally or civilly liable under any Federal or State
trade secret law for the disclosure of a trade secret that-(A)is made-(i)in confidence
to a Federal, State,or local government official, either directly or indirectly, or to an
attorney; and (ii) solely for the purpose of reporting or investigating a suspected
violation of law;or(B)is made in a complaint or other document filed in a lawsuit or
other proceeding,if such filing is made rmder seal.
(b) An individual who files a lawsuit for retaliation by an employer for reporting a
suspected violation of law may disclose the trade secret to the attorney of the
individual and use the trade secret information in the court proceeding, if the
individual- (A) files any document containing the trade secret carder seal; and (B)
does not disclose the trade secret,except pursuant to court order.
9 REPRESENTATIONS&WARRANTIES.
9.1 Mutual Representations and Warranties, Each party represents and warrants to the other
party that it has full power and authority to execute and deliver this Agreement,the execution,
delivery and performance of this Agreement by such party has been duly authorized, and this
Agreement, when executed and delivered,will constitute the binding obligation of such party,
enforceable against such party in accordance with its terms and will not conflict with any other
agreement or instrument to which it is a party or by which it is bound.
9.2 Warranty Disclaimers. Except to the extent set forth in the SLA and in Section 9.1 above,
THE SAAS IS BEING PROVIDED "AS IS" AND AS AVAILABLE, WITHOUT
REPRESENTATION OR WARRANTY OF ANY KIND,WHETHER EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY
OF NONINFRIGEMENT, AND ANY IMPLIED WARRANTY ARISING FROM STATUTE,
COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, AND
OPENCITIES DISCLAIMS SUCH WARRANTIES TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING: (a) OPENCITIES DOES NOT REPRESENT OR WARRANT THAT THE
SYSTEM WILL PERFORM WITHOUT INTERRUPTION OR ERROR OR IN A TIMELY
FASHION; AND (b) OPENCITIES DOES NOT REPRESENT OR WARRANT THAT THE
SYSTEM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR
THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE, OPENCITIES
DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM
OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
10
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.912017 Page 49 of 56
City Secretary Contract No.
10 INDEMNIFICATION.
(a) Indemnification of Customer. Subject to the other provisions of this Section I0.1,
OpenCities will defend Customer against any third party clami, suit, or proceeding
alleging that the SaaS or the permitted use thereof infringes any U.S. trademark,
patent, copyright, or trade secret right of a third party(an (collectively, "Customer
Indemnified Claims")and will inndentnify Customer and Customer's Associates from
any damages, attorney's fees and costs finally awarded against Customer and
Customer's Associates as a result of, of for amounts paid by Customer and
Customer's Associates in a settlement approved by OpenCilies in writing of, a
Customer Indemnified Claim.
(b) OpenCities'obligations set forth in this Section 10.1 do not apply to the extent that all
Indemmnifed Claim arises out of: (a) Customer's breach of this Agreement; (b)
revisions or modifications to the SaaS or any components thereof made by a party
other than OpenCities if such infringement would not have occurred but for such
revisions or modifciations; (c) Customer's failure to incorporate or use any Version
Updates, or any other updates or upgrades that would have avoided the alleged
infringement, provided OpenCities offered such other updates or upgrades were
provided to Customer without charge;(d)inclusion of the Customer Data;(e)the use
of the SaaS other than for its intended purposes or contrary to OpenCities'
Specifications; or (f) combination, operation or use of the SaaS with equipment,
programs, hardware or software not provided by OpenCitics if in OpenCities
reasonable judgment such infringement is caused thereby.
(c) The provisions of this Section 10.1 state OpenCities entire liability and Customer's
sole and exclusive remedy in the event of any Customer Indemnified Infringement
Claims.
11 LIMITATION OF LIABILITY.
11.1 Limitation of Liability THE TOTAL LIABILITY OF OPENCITIES' AND IT'S
AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT
EXCEED THE ACTUAL FEES RECEIVED BY OPENCITIES UNDER THIS AGREEMENT
DURING THE PRECEDING TWELVE-MONTH PERIOD.
11.2 Exclusion of Consequential Damages. IN NO EVENT WILL OPENCITIES OR ITS
AFFILIATES BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT,
SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES FOR
LOSS OF REVENUES OR GOODWILL, BUSINESS INTERRUPTION, LOSS OR
INACCURACY OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS,
SERVICES OR TECHNOLOGY,OR LOST PROFITS,ARISING OUT OF OR RELATED TO
THIS AGREEMENT.
11
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.9l2017 Page 50 of 56
City Secretary Contract No.
11.3 Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE 11
APPLY (a) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT,
TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE, (b) EVEN IF OPENCITIES IS
ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGE,S IN QUESTION AND
EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (c) EVEN 1F CUSTOMER'S
REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. NOTWITHSTANDING THE
FOREGOING,THE LIABILITIES LIMITED BY THIS ARTICLE I 1 SHALL NOT INCLUDE
LIABILITY(i)UNDER THE INDEMNITY PROVIDED IN SECTION 10.1,(ii)FOR DEATH
OR PERSONAL INJURY RESULTING FROM NEGLIGENCE, (iii) FOR DAMAGE TO
TANGIBLE PERSONAL PROPERTY,OR(iv)FOR FRAUD OR WILLFUL MISCONDUCT.
If applicable law lirnits the application of the provisions of this Article 11, OpenCities' liability
will be limited to the maximum extent permissible. For the avoidance of doubt, OpenCities'
liability limits and other rights set forth in this Article 11 apply likewise to OpenCities'affiliates,
licensors,suppliers,advertisers,agents,sponsors,directors,officers,employees,consultants,and
other representatives.
12 MISCELLANEOUS.
12.1 Inde endent Contractors. The parties are independent contractors and will so represent
themselves in all regards. Neither party is the agent of the other, curd neither may make
commitments on the other's behalf.The parties agree that no OpenCities employee or contractor
is or will be considered an employee of Customer.
12.2 Notices. OpenCities may send notices pursuant to this Agreement to Customer's email
address provided by Customer,and such notices will be deemed received 24 hours after they are
sent.Customer may send notices pursuant to this Agreement to the person identified in Schedule
A at the email address provided for such person, and such notices will be deemed received 72
hours after they are sent.
12.3 Force Maicztre. No delay, failure, or default, other than a failure to pay fees when due,
will constitute a breach of this Agreement to the extent caused by acts of war, terrorism,
hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or
other acts of civil disorder,embargoes,or other causes beyond the performing party's reasonable
control.
12.4 Assi ument& Successors. Customer may not assign this Agreement or any of its rights
or obligations hereunder without OpenCities' express written consent. Except to the extent
forbidden in this Section 13.4,this Agreement will be binding upon and inure to the benefit of
the parties'respective successors and assigns.
12.5 Severability. To the extent permitted by applicable law, the parties hereby waive any
provision of law that would render any clause of this Agreement invalid or otherwise
unenforceable in any respect.hu the event that a provision of this Agreement is held to be invalid
or otherwise unenforceable,such provision will be interpreted to fulfill its intended purpose to
the maximum extent permitted by applicable law, and the remaining provisions of this
Agreement will continue in full force and effect.
12
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.912017 Page 51 of 56
City Secretaiy Contract No.
12.6 No Waiver. Neither party will be deemed to have waived any of its rights under this
Agreement by lapse of time or by any statement or representation other thara by an authorized
representative in an explicit written waiver. No waiver of a breach of this Agreement will
constitute a waiver of any other breach of this Agreement.
12.7 Dispute Resolution. If at any time a dispute arises out of or in connection with this
Agreement,the parties will have their respective designated representatives tneet in good faith
with a view to resolving the dispute within a period of 15 Business Days from the issue of a
written notice of dispute by one party to the other party.Should the parties not be able to resolve
the dispute within the 15 Business Days, then both parties will refer the matter to their own
appropriate level of senior executive management respectively for resolution. If the relevant
senior executive management are unable to resolve the dispute within a further 10 Business
Days,then the parties agree that the dispute must then be referred to mediation. The parties will
agree on a suitable person to act as mediator having industry knowledge and expertise to
facilitate resolution. Failing agreement on such appointment,either party may apply to JAMS to
appoint a mediator. The dispute for mediation must be heard within 20 Business Days of a
mediator being appointed. Nothing in this clause is intended to preclude a party from seeking
equitable or injunctive relief. Neither party shall have the right to initiate litigation until 30
Business Days after the second mediation conference held by the parties, untess the other party
has materially breached its obligation to mediate.
12.8 Conflicts. In the event of any conflict among the attachments to ibis Agreement, the
documents incorporated herein be reference and the main body of this Agreement,the following
order of precedence will govern, with lower numbers governing over higher ones: (1) any
OpernCities policy posted online,including without limitation the AUP or Privacy Policy,(2)tine
main body of this Agreement;and and(3)any other attachment or document.
12.9 Construction.The patties agree that the terms of this Agreement result from negotiations
between them.This Agreement will not be construed in favor of or against either party by reason
of authorship.
12.10 Technology Export. Customer will not: (a) permit any third party to access or use the
SaaS in violation of any U.S. taw or regulation; or (b) export any software provided by
OpenCitics or otherwise remove it from the United States except in compliance with all
applicable U.S.laws and regulations.Without limiting the generality of the foregoing,Customer
will not permit any third party to access or use the SaaS in,or export such software to,a country
subject to a United States embargo (as of the Effective Date, Cuba, Iran, North Korea, Sudan,
and Syria).
12.11 Entire Agreement. This Agreement sets forth the entire agreement of the patties and
supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to
its subject matter. Neither party has relied upon any such prior or contemporaneous
communications.
12.12 Execution in Counterparts. This Agreement may be executed in one or more
counterparts. Each counterpart will be an original, but all such counterparts will constitute a
single instrument.
13
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.912017 Page 52 of 56
City Secretary Contract No.
12,13 Marketing. Customer agrees to permit OpenCitics to make reasonable reference to the
Customer's status as a user of the SaaS, including captioned quotations in product literature or
advertisements,websites,articles,press releases,marketing literature,presentations and the like,
and occasional use as a reference for potential new users.
[Signature Page Follows]
14
OpenCities,Jnc,
Professional Services Agreement-Technology
Rev.912017 Page 53 of 56
City Secretary Contract No.
IN WITNESS THEREOF,the parties have executed this Agreement as of the Effective Date.
CUSTOMER OPENCITIES
Cynthia Francis
(print name) (print name)
Title:/f U4AJ Zl. 61TV M4419AR Title: coo
Date: Date: August 23, 2019
By: _ By: ��1f"`�LGIi4Q�LGG�
(signature)
(signature)
15
OpenCities,Inc.
Piofessional Services Agreement-Technology
Rev.912017 Page 54 of 56
City Secretary Contract No.
Website Hosting
Hosting provided by Microsoft Azure
[Inttps://aznue.microsoft.conilen-
us/support/legal/sla/srmunary/
Allocated monthly bandwidth 20OGB
Allocated server storage 40GB
Term of agreement
Initial terni of agreement 12 In«nLErx_d YO17H nl MWM. .11
SIGNATURE DATE(Enter prior to
Subscription start date signing)
Service Level Agreement
Open Cities SaaS Schedules A it;r 10-16.doex 2
OpenCities,Inc.
Professional Services Agreement-Technology
Rev.912017 Page 55 of 56
City Secretary Contract No.
Severity level&ineasure Resolution process Resolution target
. Reportable 24 x 7 via
1 —Downtime(Your Telephone Within 4 hours.
public facing website is . Acknowledgement and
experiencing Downtime) assignment of the problem
for resolution within an
hour.
Reportable 24 x 7 via Online
2—Urgent(Important helpdesk,or Provide a
publishing functionality . Telephone during business workaround to the
fails to work as intended, hours(7x6 PT). problem or release a
and there is no . Acknowledgement and Version Update to
workaround available- assignment of the problem fix the problem by
you cannot publish for resolution within one close of next
content to the site). business day. business day.
1. Reportable 24 x 7 via Online
3—High(Important helpdesk Scheduled or next
publishing functionality 2. Acknowledgement and Version Update.
fails to work as intended, assignment of the problem
but workarounds are for resolution within one
available) business day.
I. Reportable 24 x 7 via Online
4—Normal(Functionality helpdesk Within specified
is not working as 2. Acknowledgement and Version
intended) assignment of the problern Update,
for resolution within 3
business days
Support entry points
OpenCities Knowledge Bank http://support.opencities.com
Online helpdesk http://supporL.opencities.cotn
Priority 1 Telephone Support (877466 7756—Extension 3)
OpenCities Acceptable Use Policy:This policy may be amended from time to time.The current version of the
OpenCities and OpenForms Acceptable Use Policy is always available online in the OpenCities Knowledge Bank.
https://help.ot)encities.com/he/en-us/aiticies/i 15000669343-Acceptable-Use-Policy
OpenCities Privacy Policy: This policy may be amended from time to time.The current version of the OpenCities
and OpenForms Privacy Policy is always available online in the OpenCities Knowledge Bank.
http.s://he]12.opencities.com/hc/en-us/articlesll 15000756006-Privac -Polic
SAAS Agreement,Acceptable Use and Privacy Policy are attach
opencities,lne.
Professional Services Agreement-Technology
Rev.9/2017 Page 56 of 56
9/19/2019 City of Fort Worth-File#:M&C 19-0001
Sign In
Home Legislation Calendar City Council Departments
R7 - �� r]RSS 1dAlerts
Details Reports
File#: M&C 19-0001 Version: 1 Name:
Type: Purchase of Equipment,Materials,and Status: Passed
Services Consent
File created: 7/30/2019 In control: CITY COUNCIL
On agenda: 8/6/2019 Final action: 8/6/2019
Authorize Agreement for Hosted Content Management System Software,Services and Training with OpenCities,Inc.in the Amount of
Title: $168,904.00 for the First Year for the Information Technology Solutions Department with Two Renewals in an Annual Amount of$103,904.00
(ALL COUNCIL DISTRICTS)
Attachments: 1.M&C 19-0001
History(1) Text
1 record Group Export
Date Ver. Action By Action Result Action Details Meeting Details Video
8/6/2019 1 CITY COUNCIL approved Action details Meeting details Not available
https://fbrtworthgov.legistar.com/LegislationDetaii.aspx?ID=4074297&GUID=9D4DC488-5OC4-4D26-BAA7-21D0B04495B2&Options=&Search= 1/1
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 08/06/19 M&C FILE NUMBER: M&C 19-0001
LOG NAME: 04P18-0384 CONTENT MANAGEMENT SYSTEM SB ITS
SUBJECT
Authorize Agreement for Hosted Content Management System Software,Services and Training with OpenCities, Inc. in the Amount of
$168,904.00 for the First Year for the Information Technology Solutions Department with Two Renewals in an Annual Amount of$103,904.00(ALL
COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that City Council authorize agreements with OpenCities, Inc.for hosted content management system software, professional
services and training in the amount of$168,904.00 for the first year. The subscription fee for renewal years 2 and 3 are a not to exceed amount of
$103,904.00 annually.
DISCUSSION:
The City of Fort Worth and various individual departments such as Police, Park and Recreation and Library have public web sites that are
maintained by Communications and Public Engagement Department, using up to 20 different applications. Changes made to a website under
one application may result in another application and website no longer working properly. OpenCities, Inc.provides a hosted content management
system which will reduce, if not eliminate,web site application incompatibilities. The new system will also provide additional functionality to bring
in dynamic data easily from many other systems to the City of Fort Worth's public website.
Currently website content changes must be made to two systems—one for the public use and one for internal use. With the OpenCities, Inc.
content management system,the City will be able to bring its intranet site into the same system. Using network credentials,City employees will
have the opportunity to get valuable internal information via the website externally,eliminating the need to maintain both separate current systems.
The annual subscription fee includes hosting,bandwidth,maintenance and support. The first year costs include a one-time set up fee of
$65,000.00 and annual subscription fee of$103,904.00. Year Two and Year Three costs will be the annual subscription fee of$103,904.00 each
year.
BID ADVERTISEMENT:A Request for Proposals(RFP)was advertised in the Fort Worth Star-Telegram on Wednesdays between August 1,
2018,August 8,2018,August 15,2018,August 22,2018,August 29,2018,and September 5,2018. The evaluation factors included ability to
address requirements,waranty and maintenance,qualifications and references,project implementation plan,financial stability and ability to obtain
insurance and bonding,weight of raw score from proposer response form and cost. One hundred forty-seven vendors were solicited from the
purchasing vendors database system and nine non-registered vendors were solicited via email. Ten responses were received. The proposals
received were reviewed by an evaluation committee consisting of staff from the Information Technology Solutions,Communications and Public
Engagment, Library,and Economic Development Departments.
MWWBE: A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the MWBE
Office, in accordance with the M/WBE or BDE Ordinance, because the purchase of goods or services is from sources where subcontracting or
supplier opportunities are negligible.
ADMINISTRATIVE AMENDMENT: An administrative change order or increase may be made by the City Manager up to the amount allowed by
relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated.
AGREEMENT TERM: Upon City Council's approval,the initial term of the Agreement shall commence upon final execution of the Professional
Services Agreement and expire 12 months later with two one-year options to renew.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current Information Technology Solutions Department capital budget,as
appropriated,in FY 2019 and prior to an expenditure being made,the Department has the responsibility to validate the availability of funds.
Submitted for City Manager's Office by. Susan Alanis 8180
Originating Business Unit Head: Kevin Gunn 2015
Additional Information Contact: Cynthia Garcia 8525
Sheila Baker 8356