Loading...
HomeMy WebLinkAboutCivic, LLC - 2017-06-01AGREEMENT FOR MOBILE PHONE APP DEVELOPMENT AND SUPPORT SERVICES THIS AGREEMENT FOR MOBILE PHONE APP DEVELOPMENT AND SUPPORT SERVICES (hereinaf- ter "Agreement") is made and entered into this 1s' of June 2017 by and between CIVIC, LLC (hereinafter "CIVIC"), a California corporation, and the City of Huntington Beach, CA (hereinafter "CLIENT"). 1. RECITALS CLIENT desires to engage CIVIC to provide a mobile phone and iPad-friendly Application (App) that is specifically designed to provide its users with a marketing and client -engagement tool. In addition, CLIENT desires to engage CIVIC to provide ongoing customer support services to CLIENT during its use of the App. 2. CONDITION PRECEDENT CLIENT acknowledges that CIVIC's ability to perform under this Agreement is dependent upon CLIENT providing pertinent documents, information and staff support. CIVIC will obtain as much of this data (on its own) as is possible and available, however, CLIENT may need to provide missing information such as CLIENT contacts, RSS feeds, video PSAs and other data which only CLIENT can provide. CLIENT shall provide all such information to the best of its ability, in a timely manner, once this Agreement is executed. Failure to provide such information in a.timely manner will delay the development of the App, including its launch onto the iTunes App Store and Google Play Store for Android. 3. APP FEATURES CIVIC represents that the App shall include the following features: • Custom Appearance • People & Information Module • Places & Classes Module • City News; RSS Feeds, Facebook, Instagram, Twitter, Youtube and photo albums • Calendar Feeds • Push Notification with Geo Targeting • Incident Reporting In-App & Web Plugin • Citizen facing My Reports • Incident Reporting Analytics • Business Directory In-App & Web Plugin • Claim Business Portal Opinions • Citizen Feedback Module • Interactive Mapping • Content Management System Allowing Dynamic Content Additions, Changes & Updates 4. SUPPORT SERVICES CIVIC will provide ongoing support services including e-mail-based technical support, feature upgrades and enhancements, system and Application functionality enhancements, and automatic updates. 5. FEES (a) Set-up Fee. CLIENT shall pay CIVIC the set-up fee of $7,500 for development and registration of the CLIENT App, to be paid 50% before project starts and 50% upon publishing the app. Phase 2 covers Huntington Beach CRM/Pipeline with minimum 2 years data conversation and integration with the city's work orders management system (HBSMS). Integration to City Public Works Soft- ware Fee $2000 to be paid upon integration completion. Page 1 of 4 (b) Support Fees. CLIENT shall pay CIVIC a support fee of $650.00 per month (the "Support Service Fee") beginning 30 days after the mobile app becomes available for download in the app stores. Please make all checks payable to CIVIC. 6. CONTENT MANAGEMENT SYSTEM (CMS Included in the support fee, CLIENT will have access to a secure back -end server. Through this server, CIVIC will provide CLIENT with a service that will allow CLIENT to modify, update and manage its App (the "Service"). CIVIC reserves the right to update and change the Service from time to time without notice. Continued use of the Service shall constitute CLIENT's consent to such changes. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the terms of this Agreement. 7. TERM OF AGREEMENT The term of this Agreement shall be on a monthly basis. If CIVIC desires to terminate this Agreement, then CIVIC shall provide CLIENT with written notice of such desire to terminate this Agreement at least 60 days prior to termination. Either party may cancel this Agreement immediately for cause, if the other party is not performing its obligations under this Agreement. If CLIENT desires to terminate this Agreement for any reason, then CLIENT shall provide CIVIC with written notice of such desire to terminate this Agreement at least 60 days prior to termination. 8. INTELLECTUAL PROPERTY RIGHTS (a) CLIENT shall retain all intellectual property rights (App content) and all other ownership rights of all content found on the App and any other information provided by CLIENT to CIVIC for the development and/or support of the App. In addition, although CIVIC is the creator of the App, CIVIC agrees that CLIENT holds, on a non-exclusive basis, all intellectual property rights (App content) in the App devel- oped on its behalf. However, by entering into this Agreement, CLIENT is agreeing to allow its members to download and use the App. There is no limit to the number of downloads of the App. (b) CIVIC shall retain all intellectual property rights (code) and all other ownership rights concerning the unique methods for the App, as used by CLIENT, and the Service. The look and feel of the Service is copyrighted by CIVIC and shall remain the exclusive intellectual property of CIVIC, with all direct and residual rights reserved thereto. CLIENT shall not duplicate, copy, modify, adapt, alter, translate, de - compile, disassemble, reverse engineer, reuse or otherwise attempt to derive source codes (or the underlying ideas, algorithms, structure or organization) as to any portion of the HTML/CSS or visual design elements without express written permission from CIVIC. 9. DISCLAIMER OF WARRANTIES; LIABILITY LIMITATIONS; AND INDEMNITY (a) CIVIC shall be responsible for system back-up. CIVIC will provide a double -backup system with 2 dedicated servers and Data Center backup. CIVIC will use high-speed, solid -state -drive servers with no moving parts, capable of processing 6 GB of data per second. The servers will be stand-alone servers, with no piggy -backing and no server -sharing. (b) CIVIC will maintain access to the Service or the App and provide Service in an uninterrupted and error - free manner. (c) Except for intentional or grossly negligent acts, in no case shall CIVIC, its directors, officers, employees, affiliates, agents, contractors, principals, owners or licensors be liable for any direct, indirect, incidental, punitive, special, or consequential damages arising from CLIENT's use of the Service, or an end user's use of the App, or any other claim related in any way to use of the App by an end -user (i.e., any individual or entity), including, but not limited to, any errors or omissions in any content, or any loss or Page 2 of 4 damage of any kind incurred as a result of the use of any content (or product) posted, transmitted, or otherwise made available via the service or App, even if advised of their possibility. (d) CIVIC shall use such reasonable efforts (as CIVIC uses to protect its own confidential information) to protect the confidentiality of information submitted by CLIENT in connection with the Service and the development of the App. (e) To the extent the funds are subsequently available and are properly Appropriated and certified for that purpose, CLIENT hereby agrees to hold harmless and to indemnify CIVIC, its directors, officers, em- ployees, affiliates, agents, contractors, principals, owners and licensors harmless with respect to any claims arising out of CLIENT's breach of this Agreement, CLIENT's use of the App, any end -user's use of the App or any action taken by CIVIC as part of its investigation of a suspected violation of this agreement. (f) For purposes of this Section 9, the term "END -USER" means any individual or entity that uses the App. 10. NOTICES All notices under this Agreement must be in writing. Written notice shall be delivered by personal service or sent by registered requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Any facsimile notice must be followed within three (3) days by written notice. Rejection or other refusal to accept or the inability to deliver because of changed address or the inability to deliver because of changed address or which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following address: CIVIC,LLC. 18685 Main Street #101-442 Huntington Beach, CA 92648 CITY OF HUNTINGTON BEACH 2000 Main Street Huntington Beach, CA 92648 11. GOVERNING LAW. JURISDICTION, AND VENUE This Agreement shall be governed by, and construed in accordance with the laws of the State of California. CIVIC agrees and consents to the exclusive jurisdiction of the courts of the State of California for all pur- poses regarding this Agreement and further agrees and consents that venue of any action brought hereun- der shall be exclusively in Orange County, California. 12. VALIDITY If any provision of this Agreement or the Application thereof to any person or circumstance is held invalid, the remainder of this Agreement and the Application of such provision to other persons or circumstances shall not be affected thereby. 13. WAIVER No waiver by either party of any breach of any provision of this Agreement shall constitute a waiver of any other breach or of such provision. Failure of either party to enforce at any time, or from time to time, any provision of this Agreement shall not be construed as a waiver thereof. The rights and remedies set forth in this Agreement shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. Page 3 of 4 IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates set forth below. f f CIVIC, LLC Y. TJ Sokoll, CEO e/Title: 1 ,�y DNA ame/Title: CAII' ` -) w Attorney o� imelTitle: /lUA1aJ 7.nJi S c.9�C City Clerk .Date: Page 4 of 4