Contract - Cityzen Solutions, Inc. - 3/24/2022 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 §
THAT THIS AGREEMENT for the purchase of public input software services (referred
to herein as the "Agreement"), is made and entered into on this the 91tday of the month of
111111111111111111 "I'll, J , 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, INC. dba "PublicInput.com,"
whose offices are located at 16 West martin Street, Suite 812, Raleigh, North Carolina 27601
(referred to herein as"Vendor").
RECITALS:
WHEREAS, City desires to purchase public input software services; and
WHEREAS, Section 252,022(4) of the Texas Local Government Code states that
expenditures for items available for only one source are exempt from competitive bidding
requirements; and
WHEREAS, Vendor is the sole source provider of the goods and services being
purchased pursuant to this Agreement; and
WHEREAS, 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
mutually agreed between the parties as follows:
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Vendor whereby
City is obligated to 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
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B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
C. Effective Date means the date upon which the binding signatures of both parties
to this Agreement are affixed.
D. Force Majeure means acts of God, strikes, lockouts, or other industrial
disturbances, acts of the public enemy, orders of any kind from the government of the United
States or the State of Texas or any civil or military authority, insurrections, riots, epidemics,
landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government
and the people, civil disturbances, explosions, or other causes not reasonably within the control
of the party claiming such inability.
E. Goods and services can the specified services, supplies, materials,
commodities, or equipment.
2.01 EFFECTIVE DATE,TERM AND ALLOWABLE RENEWALS
A. This Agreement shall be effective on the date this Agreement has been signed by
each party hereto and shall remain in full force and effect unless and until it expires by operation
of the to indicated herein or is terminated or extended as provided herein.
B. The initial service to of this Agreement shall be for twelve (12) months
commencing January 1, 2022 through December 31, 2022. The City may renew the Agreement
for two (2) additional twelve (12) month service terms by giving Vendor written notice of desire
to renew at least ninety(90) days prior to the end of the then-current services term.
C. City reserves the right to review the relationship with Vendor at any time and may
elect to terminate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
The goods and services which are the subject of this Agreement are described in Exhibit
"A." Exhibit"A," together with this Agreement, comprise the total Agreement and they are fully
a part of this Agreement as if repeated herein in full.
4.01 SCOPE OF WORK
Vendor shall satisfactorily provide all services described under the attached Exhibit "A."
Vendor's undertakings shall be limited to performing services for the City and/or advising City
concerning those matters on which Vendor has been specifically engaged. Vendor shall perforrn
its services in accordance with this Agreement, in accordance with the appended exhibit, in
accordance with due care, and in accordance with prevailing industry standards for comparable
services.
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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 Tenn 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)month Service Terms at the following amounts:
1) 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 Term 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 for the Initial Services Tenn
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, at a 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.
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8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Vendor will be made within thirty (30) days of the day on which City receives the performance,
supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on
which the performance of services was complete, or within thirty (30) days of the day on which
City receives a correct invoice for the performance and/or deliverables or services, whichever is
later. Vendor may charge interest on an overdue payment at the "rate in effect" on September I
of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b); however, this Policy does not apply to payments made
by City in the event:
A. There is a bona fide dispute between City and Vendor, a contractor, subcontractor
or supplier about the goods delivered or the service performed that cause the
payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between Vendor and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without liability to Vendor
if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or
otherwise were offered or given by Vendor or its agents or representatives to any City officer,
employee or elected representative with respect to the performance of this Agreement. In
addition, Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE SERVICES PROVIDERS
If Vendor cannot provide the goods as specified, City reserves the right and option to
obtain the products from another supplier or suppliers
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12.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Sara Bustilloz
Communications Director
221 East in Street
Round Rock, Texas 78664
(512) 218-5447
sbustilloz@roundroqk!q?ias. ov�
13.01 INSURANCE
Vendor shall meet all City of Round Rock Insurance Requirements as set forth at:
http://www.roundrocktexas.gov/wt)-content/uploads,12014/12,,Icorr insurance 7.20112. df.
14.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the 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 for the 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 of performance under the "Right to
Assurance" section herein; or
A. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
16.01 TERMINATION AND SUSPENSION
A. City and Vendor has the right to terminate this Agreement for cause, that being in
the event of a material and substantial breach by the other party upon thirty (30) days' notice to
the other party, or by mutual agreement to terminate evidenced in writing by and between the
parties,
B. Upon termination, Vendor shall make all customer data available to City for
electronic retrieval for a period of thirty (30) days, but thereafter Vendor may, but is not
obligated to, delete stored City data.
17.01 INDEMNIFICATHON
Vendor's indemnification obligations are as set forth in Section 6 of the Terms and
Conditions attached hereto as Exhibit"A."
18.01 CONFIDENTIALITY AND PROPRIETARY RIGHTS
The parties' confidentiality requirements and proprietary rights are as set forth in Section
2 of the Terms and Conditions attached hereto as Exhibit"A."
19.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Vendor, its agents, employees and subcontractors shall use best efforts to comply
with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock,
as amended, and with all applicable rules and regulations promulgated by local, state and
national boards, bureaus and agencies.
B. In accordance with Chapter 2271, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel during the to of this contract. The signatory executing this Agreement on behalf of
Vendor verifies Vendor does not boycott Israel and will not boycott Israel at any time during the
to of this Agreement.
20.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party shall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
21.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this 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 to the 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 1-14) or any applicable state arbitration statute.
25.01 SEVERABILITY
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
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
26.01 MISCELLANEOUSP VISI
Warranty and Disclaimer. Vendor shall use reasonable efforts consistent with
prevailing industry standards to maintain services in a manner which minimizes errors and
interruptions in the services and shall perform the implementation services in a professional and
workmanlike manner. Vendor shall use reasonable efforts to provide advance notice in writing
or by e-mail fo any scheduled service disruption. However, Vendor does not warrant that
services will be uninterrupted or error free; nor does it may any warranty as to the results that
may be obtained from use of the services.
Time is of the Essence. Vendor understands and agrees that time is of the essence and
that any failure of Vendor to fulfill obligations for each portion of this Agreement within the
agreed timeframes will constitute a material breach of this Agreement. Vendor shall be fully
responsible for its delays or for failures to use best efforts in accordance with the terms of this
Agreement. Where damage is caused to City due to Vendor's failure to perform in these
circumstances, City may pursue any remedy available without waiver of any of City's additional
legal rights or remedies.
Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement
if it is prevented from performing any of its obligations hereunder by reasons for which it is not
responsible as defined herein. However, notice of such impediment or delay in performance
must be timely given, and all reasonable efforts undertaken to mitigate its effects.
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and all of which, when taken
together, shall constitute one and the same instrument.
[Signatures on the following page.]
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
City of Ro d Rock,Texas Cityzen Solutions, Inc.
By: .. .............. By:
Printed Name: Printed Name: Graham Stone
.................... ..........."
Title: Title: Wine President of Government Relations
....................................................................................................................-.1...............................................................
11.......... ...................—
Date Signed Date Signed: 2/21/2022
.................................................. ...................... ......................
Attest:
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For City, , I roved as to F �rm:
By:
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Stephan Sheets,Sheets, City Attorney
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ir Publicinput com
--AgencT.Round Rock,TX
Primary POC:Sara Bustilloz
Phone:(512)218-5447
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License Type.Annual®Enterprise®Standard
SEBMICES 922E&EQBM
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 Tltle,:
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Included with Agency License
Agency will receive access to the platform at the following plan levels(see Publicinput-com/Plans). Overview of
included functions and services:
Public I Engagement Hub
Subscription Level: Standard Price: $18,500
Engagement Suite
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
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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.
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Public Contact
Subscription Level: Not Included Price: N/A
0 Enterprise Email,Text Messaging,and Social Media Subscriber Suite
Centralized marketing campaigns,subscriber alerts,list management,custom
email templates,drag/drop email editor,subscription management for a
database of up to N/A contacts.
Monthly Engagement Consulting
Virtual Office Hours for engagement questions,survey design,and data analysis. $1 50/hr
Included:2 hours per month
Agency License Scope
Organizational
Admin access will be provided for the following Agency departments:
ALL
No cap is set on the number of administrator seats. Adrains will ensure users complete a New User Orientation
Continuing Education Hour prior to being given access beyond'Read-Only'.
1/1/23 - 1 $22,500
6 1 4 a - 6 9 .
Outbcru ail re its iilllhnifted
Text Message Credits (Sent/Received Messages) 24,10100 ciie6ts / "I View,
3
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® ® + r s r
Additional i its '100 Ilf eiiir .1100,000 addiiifloi!, ai
.Text Message Credits (Sent/Received Messages) per 10,1 0,00 addiifi;Uii111
Social 21 i) iu" 10,0010 piii d k-ii iIpressiIis,
1:1 Supplemental Training Hours 1 Ilhr /' 510
61 add-on credits can be purchasedn onas-needed basis vi P-Card or digital invoke.
Guaranteed FOIA Compliance
When department-level administrators commit tot the following actions during their engagement efforts®
Publicinput.com guaranteescompliance with FOIA records retention requirements for projects managed on the
platform.
All admins attend a virtual training or complete relevant training ro ra s
All project contacts are imported into the organization's Resident Database(CRM)
Project social media activity is synchronized to the project int the Social Media dashboard
Outbound email/text responses are managed via the Engagement Hub
Public meetings are hosted withinor added to the Meetings&Offline dashboard
Project email endpoints are used to manage inbound resident comments and questions
All offline feedback received is documented within the Manual Dataoral
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TERMS AND CONDITIONS
1.SERVICES AND SUPPORT
1.1 Subject to the terms of this Agreement,Company will use commercially reasonable efforts to provide Customer the
Services.
1.2 Subject to the terms here of,Company will provide Customer with reasonable technical support services.
2.CONFIDENTIALITY,PROPRIETARY RIGHTS
2.1 Customer shall own all right,title and interest in and to the Customer Data,which shall be treated as confidential by
Company and shall remain Customer's sole property.Company shall own and retain all right,title and interest in and
to(a)the Services and Software,all improvements,enhancements or modifications thereto,(b)any software,
applications,inventions or other technology developed in connection with implementation or support,and(c)all
intellectual property rights related to any of the foregoing.
2.2 Notwithstanding anything to the contrary,Company shall have the right collect and analyze user interaction and response
data collected on external publisher websites,data and other information relating to the provision, use and
performance of various aspects of the Services and related systems and technologies(including,without limitation,
information concerning Customer Data and data derived therefrom),and Company will be free(during and after the
term hereof)to(i)use such information and data to improve and enhance the Services and for other development,
diagnostic and corrective purposes in connection with the Services and other Company offerings,and(ii)disclose such
data solely in aggregate or other de-identified form in connection with its business.
2.3 In the event that Company is required or ordered to disclose Customer Data to a third party pursuant to judicial order or
other compulsion of law, if legally permitted,Company shall take all commercially reasonable steps to provide the
Customer with prompt notice of any relevant order or basis for disclosure so as to allow Customer to take whatever
steps it can to object to such compulsory disclosure if Customer so chooses.
3.PAYMENT OF FEES
3.1 Company will bill onr&annually,with the invoice issued greater than 30 days prior to conclusion of existing service period.
Full payment for invoices issued in any given month must be received by Company thirty(30)days after the mailing
date of the invoice.Customer shall be responsible for all taxes associated with Services other than U.S.taxes based on
Company's net income,
4.TERM AND TERMINATION
4.1 Subject to earlier termination as provided below,this Agreement is for the Initial Service Term as specified in the Order
Form,and shall have the option for renewal for additional periods of the same duration and the same functionality
capabilities as defined in the proposal for the initial Service Term (collectively,the"Term") as defined in the contract,
so long as additional periods are agreed to at least ninety(90)days prior to the end of the then-current term.If
additional periods are not agreed upon at least ninety(90)days prior to the end of the then-current term,Company
has the right to adjust fees to represent current market rates.
4.2 In addition to any other remedies it may have,either party may also terminate this Agreement upon thirty(30)days'notice
(or without notice in the case of nonpayment),if the other party materially breaches any of the terms or conditions of
this Agreement. Upon any termination,Company will make all Customer Data available to Customer for electronic
retrieval for a period of thirty(30)days,but thereafter Company may,but is not obligated to,delete stored Customer
Data.
5.WARRANTY AND DISCLAIMER
5.1 Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner
which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a
professional and workmanlike manner. Company shall use reasonable efforts to provide advance notice in writing or
by e-mail of any scheduled service disruption. However,company does not warrant that the services will be
uninterrupted or error free;nor does it make any warranty as to the results that may be obtained from use of the
services.
txn1D11 ' 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 Litt s: blo . ublicinRutcoro agenc y-license sharin&.
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,
8.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.
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