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R-2022-104 - 3/24/2022 RESOLUTION NO. R-2022-104 WHEREAS, the City of Round Rock ("City") desires to purchase public input software services; and WHEREAS, Section 252.022(4) of the Texas Local Government states that expenditures for items available from only one source are exempt from competitive bidding requirements; and WHEREA$, Cityzen Solutions, Inc. is the sole source provider of the goods and services being purchased, as shown in Exhibit "A," and incorporated herein for all purposes; and WHEREAS, the City desires to enter into an Agreement with Cityzen Solutions, Inc, to purchase public input software services,Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Agreement for Purchase of Public Input Software Services with Cityzen Solutions, Inc., a copy of same being attached hereto as Exhibit "B" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 24th day of March, 2022. ............................ J ORG M�y IG CRAIG ORG Mayor Cityof ound ' Vck�, Texas ATTEST: . ...... EAGAN S KS, Ci Clerk 011112 20212,1977 1767 591241 EEXHIBIT IT City of Round Rock Purchasing tA:19 a�oacrJustification __....._._._._-------- .................. I 6aD:1 mein, d Marketing Date- 12/22/21 Department Communications an To: PurchasingrName: Blanca illi ._____________w._ U. n Number., �512-218-2007 Un true tU n : Complete this form for all purchases that will Meed$3,,000 and will be exempted from competition as prescribed Ulm Faxes Local Government Code Chapter 252.022. Attach additional iiru ommtion as needed to support the mmnption request. The City declares the competiUve bidding procedures in Texas Local Government Code Chapter 252 t be exempt for this procurement, This Justification Form is ut d and fled with the Purchasing IDMcion as follows: 1. 'The undersigned is authorized and certifies that the following mruption is appkaWeto this purchase. Please checlk the criteria IIU t d below that applies to this purchase request: S?]Lole Source(check one) E]Herns that are available fronru only one source because of patents,, copyright , secret t prcu u or natural monop lies. Fil msk rum nu sOpt 0 or bra'rulk ,, baso water, and other utilities, ElCaptive replacement parts or components for equipment [IBooks, papers, and other library materials for a puAlbhc library that are available only from the pima holding the exclusive siv rights to the materials []ajods Purchased for uAlb eq,uim_ml t ufldale procurement of goods being purchased for subsequent resale by the City. Public Calamity o A procurement ent made because of e public calamity that requires the immediate appropriation of money to relieve the necessity of the municipairty's residents or to preserve the property of muurallcUp fltyo Public Health crud het (I A procurement necessary to preserve or protect the public health or safety of the mu uniciip l tyas Unforeseen DamarLe procurement necessary because of unforeseen een d rnage to Ipu,ulbl`oc machinery,finery,equ ipment, or other property. ElPersonal, Prof ess�oonal or�Planrti�nServ��ces c> A procurement of personal, (prof essional, or planning services Other Qte the applicable Texas Local Government Code Chapter 252 exemption in the busfificafiori box below 2. Justification, Describe in detail below why an exemption according to Section 252.022 of the Local v e m i'r n'ent Code is being submitted for this purchase, (Attach additional pages of needed) .............. City of Round Rock has been using the Publicliriput.com iplatform for more than two year and it would not be in the City's best unterest to switch to a duffer rut platform at this lime. Cityzen Solutions, inc. is the sole provider of the PuMclnput.com software-as-a-service Platform. 3. Attach and su bini'"t the following documentation Riat su p ports this j ustifica.atio in as applicable. • Vendor's proposal/quote. • If sole source a Manufacturer's letter declaring the Ipu mhase is sole source and why. The letter should be no older than 6 rnonths old and signed by an authorized represeint'ative on company letterhead. 4. Because the above facts and supporting dorumentabon the City of Rmo,hd Rock exempts this procurement from LG C Chapter 252 and intends to contract wift Vendor Name: Cityzen Solutions., Ina, Description: Publicinput.com citizen engagement software 5. Check the purchase type and fill in the dolllar amount and purchase term as appimable 0 This is a one-time Ipu.ur h s irequ est for$ ZThis is a term contract request for 36 months)in the amountof$ ,000 Recommended by� Requestar Date Approved by: partment nag r,As t irector, or Director Date Purchasing Office '12/29/21 Review: 'Q Purc.has,rt Purchasing Office 01/03/2022 Management IReview: .................................... Purchasing anager(over$50,000) Date 2 11 The City has been using an enterprise edition of the Public Input software at a substantial discount through SHI Government. This software was purchased through a competitive cooperative process. The discounted rate will no longer be available through SHI or the cooperative process, The City has been using this software for 2 years and it is not in the best interests of the City to switch. The company that produces the Public Input are, Cit Solutions Inc, is the sole source creator and owner of all rights to the software. They have offered the City a discounted rate to go direct. This will be substantial savings to the City. This will also be introducing the price increase over three years to lessen the impact of the price increase. EXHIBIT rr n CITY OF ROUND ROCK AGREEMENT FOR PURCHASE OF PUBLIC INPUT SOFTWARE SERVICES WITH CITYZEN SOLUTIONS, INC. THE STATE OF TEXAS § CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § ATTHIS Afor the purchase of public input software services (referred to herein as the "Agreement"), is made and entered into on this the day of the month of 2022 by and between the CITY OF ROUND ROCK, a Texas home-rule municipality, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299 (referred to herein as the "City"), and CITYZEN SOLUTIONS, I C. lic ut.co ," whose offices are located at 16 West martin Street, Suite 812, Raleigh, North Carolina 27601 (referred to herein as"Vendor"). City desires to purchase public input software services; and Section 252.022(4) of the Texas Local Government Coe states that expenditures for items available for only one source are exempt from competitive bidding requirements; and Vendor is the sole source provider of the goods and services being purchased pursuant to this Agreement; and the parties desire to enter into this Agreement to set forth in writing their respective rights, duties and obligations hereunder; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is tally agreed betweenthe parties as follows: 1.01 DEFINITIONS A. Agreement means the binding legal contract between City and Vendor whereby City is obligated o buy specified goods and services and Vendor is obligated to provide said goods and services. The Agreement includes the attached Exhibit "A," "Services Order Form," incorporated herein by reference for all purposes 4894-1722-0623!ss2 5.01 CONTRACT AMOUNT A. In consideration for the goods and related services set forth in Exhibit "A," City agrees to pay Vendor Eighteen Thousand Five Hundred and No/100 Dollars ($18,500.00) for the Initial Services Term of the Agreement commencing January 1, 2022 and expiring December 31, 2022 in the manner set forth in the attached Exhibit"A." B. The City shall have the option to renew the Agreement for two (2) additional twelve (12) mo nth Service Te rms at th e following amou nts: I First Renewal (January 1, 2023 through December 31, 2023) - $22.500.00; and 2) Second Renewal (January 1, 2024 through December 31, 2024) - . In the event the City desires to renew the Agreement for the First Renewal Terrn and/or the Second Renewal Term, the City shall give the Vendor written notice of the City's desire to renew at least ninety (90) days prior to the end of the then-current Services Term, C. The total costs payable pursuant to this Agreement forte Initial Services Term and the two (2) additional Services Terms shall not exceed Sixty-Six Thousand and No/100 Dollars ($66,000.00). 6.01 INVOICES All invoices shall include,ata minimum, the following information: A. Name and address of Vendor; B. Purchase Order Number; C. Description and quantity of items received or services provided; and D, Delivery or performance dates. 7.01 NON-APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of City's current revenues only. It is understood and agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to purchase the services as determined by City's budget for the fiscal year in question. City may affect such termination by giving Vendor a written notice of termination at the end of its then current fiscal year. ' 12.01 CITY'S REPRESENTATIVE City hereby designates the following representative authorized to act in its behalf with regard tothis Agreement: Sara Bustilloz Communications Director 221 East Main Street Round Rock, Texas 78664 (512) 218-5447 sbustilloz(&roundrocktexqs.goy 13.01 INSURANCE Vendor shall meet all City of Round Rock Insurance Requirements as set forth at: http://www.roundrocktexas.gov/wr)-content/uploads,/`2014/12/corr insurance 07.20I12&df. 14.01 RIGHT TO ASSURANCE Whenever either party tothis Agreement, in good faith, has reason to question the other party's intent to perform hereunder, then demand may be made tote other party for written assurance of the intent to perform. In the event that no written assurance is given within the reasonable time specified when demand is made, then and in that event the demanding party may treat such failure as an anticipatory repudiation of this Agreement. 15.01 DEFAULT If Vendor abandons or defaults under this Agreement and is a cause of City purchasing the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if any, and that it will not be considered in the re-advertisement of the service and that it may not be considered in future bids forte same type of work unless the scope of work is significantly changed. Vendor shall be declared in default of this Agreement if it does any of the following: A. Fails to fully, timely and faithfully perform any of its material obligations under this Agreement; B. Fails to provide adequate assurance or performance under the "Right to Assurance" section herein; or A. Becomes insolvent or seeks relief under the bankruptcy laws of the United States. I When delivered personally tote recipient's address as stated inthis Agreement; or 2. Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated inthis Agreement. Notice to Vendor: Cityzen Solutions Inc. 16 W. Martin Street Suite 812 Raleigh, North Carolina 27601 Notice to City: City Manager Stephan L. Sheets, City Attorney 221 East Main Street AND TO: 309 East Main Street Round Rock, TX 78664 Round Rock, TX 78664 Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of City and Vendor. 22.01 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect tote enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 23.01 EXCLUSIVE AGREEMENT This document, and all appended documents, constitutes the entire Agreement between Vendor and City. This Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing, duly authorized by action of the City Manager or City Council. 24.01 DISPUTE RESOLUTION City and Vendor hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1- 4) or any applicable state arbitration statute. 25.01 SEVERABILITV The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates indicated. City of Round Rock,Texas CityzenO tl s, Inc. By: _.. Printed Name: Printed Name: Graham Stone Vi President of. .. Title: Title: Government Relations Date Signe ate Signed: 2/21/2022 Attest: By: .......... Meagan Spinks, City Clerk For City, Approved s to Form: By: Stephan L. Sheets, City Attorney Exhibit "A" �lilp awl"' PublicInput com Agency:Round Rack,TX Primary POC.Sara Bustilloz Phone:(512)218-5447 Ema&5bU5jjljgZ@rQUndrockt FLicense Type:Annual®Enterprise®—Standard SERMICES This agreement is entered into between Cityzen Solutions Inc. DBA Publicinput.com with a place of business at 16 W.Martin Street,Suite 812,Raleigh,North Carolina("Company"),and the Public Organization listed above("Agency"),also referred to in this document below as"Customer." Services Term:1/1/2022-12/31/2022 Renewal options: See Terms and Conditions Services Fees: 18,500 Agency Name:Round Rock,TX BY'. Date: Name: m. tiVtlle Exhibit "A" Included with Agency License Agency will receive access to the platform at the following plan levels(see Publiclnut.com/Plans).Overview of included functions and services: Public I Engagement Hub Subscription Level: Standard Price: $18,500 Engagement Sulte Survey&mapping engagement tools,social media sync,reports&analysis, translation tools,and data import. Public Meetings Virtual Meeting/Events,registration,live polling,speaker queue,and meeting storage tools. Public Comment Project-specific email endpoints,automated text message engagement,and comment response tools. Public I CRM Subscription Level: Standard Price: $included Citizen Relationship Management(CRM)Database Centralized management and segmentation of contacts. Extended Access Controls Ability to provide selective access to project and CRM data to consultants, partner organizations,and peer agencies(See Terms and Conditions). Equity Mapping Mapping layer overlays from the Environmental Protection Agency's(EPA) EJSCREEN tool directly in your participant maps to highlight Environmental Justice (EJ)communities and communities that have been historically disenfranchised. �2 Exhibit "A" Additional Email Credits $100 pler 1100,1000 aididifionai Text Message Credits (Sent/Received Messages) $'21510 i-:M "1(),0101() additkxtal Targeted Social Media $2,010 Per 101,10,00 paid 4-npriessii,)ns 1:1 Supplemental Training Hours 'I hr / $"150 All add-on credits can be purchased on an os-needed basis via P-Card or digital invoice. Guaranteed FOIA Compliance When department-level administrators commit to the following actions during their engagement efforts, Publicinput.com guarantees compliance with FOIA records retention requirements for projects managed on the platform. (2) All admins attend a virtual training or complete relevant training programs 0 All project contacts are imported into the organization's Resident Database(CRM) 0 Project social media activity is synchronized to the project in the Social Media dashboard Outbound email/text responses are managed via the Engagement Hub Public meetings are hosted within or added to the Meetings&Offline dashboard Project email endpoints are used to manage inbound resident comments and questions Allo ine feedback received is documented within the Manual Data Entry portal 4 Exhibit "A" 6.INDEMNITY 6.1 Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret,provided Company is promptly notified of any and all threats,claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement;Company will not be responsible for any settlement it does not approve in writing. 7.ACCESS 7.1 Customer shall not,and shall not permit any other Person to,access or use the Service except as expressly permitted by this Agreement.For purposes of clarity and without limiting the generality of the foregoing,Customer shall not,except as this Agreement expressly permits:(a)host content,surveys,communications,or data on behalf of another organization or public agency that is not explicitly licensed to use the Services;(b)rent,lease,lend,sell,sublicense, assign,distribute,publish,transfer or otherwise make available any of the Services without written permission of the Company;(c)share or permit any authorized administrative user to share any Access Credentials with any person other than an authorized administrative user.For additional clarity on 7.1(a),frequently asked questions about agency licenses are provided at 7.2 In the event that Customer enters into a contractual relationship with a third party vendor,and the vendor requires access to the Services to perform activities on the Customer's behalf,Customer shall obtain written approval from the Company prior to extending administrative access to the third party vendor. Written approval may be obtained via email or automated message delivered within the Software interface. vendors that receive access to the Services are subject to all terms and conditions entered into by the Customer. 7.3 Company may require third party vendors to obtain training or certifications prior to receiving access to the platform. Company reserves the right to revoke administrative access of any administrative user or third party vendor it deems to be in violation of the terms and conditions. S.MISCELLANEOUS 8.1 If any provision of this Agreement is found to be unenforceable or invalid,that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. No agency,partnership,joint venture,or employment is created as a result of this. In any action or proceeding to enforce rights under this Agreement,the prevailing party will be entitled to recover costs and attorneys'fees.