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Missing Data - ADMIN - 9/11/2014 9:14:05 AMItem Caption: CA1-11-1 RECEIVED DEC V2011 City Manager Approval Form Consider executing GSA Purchase Agreement "Blackboard Connect for Government" Approval Date: 12/21/11 Department Name: Administration Department Project Manager: Will Hampton Assigned Attorney: J Kay Gavle Item Summary: The Blackboard Connect for Government service allows government leaders to provide notices, direction, and reassurance to reach thousands of constituents in minutes without having to invest in or maintain hardware, software, or additional phone lines. Now, you can reach your entire community•quicklyind reliably•withioice, text, and email messages. Services include: -An integrated communications suite, including Priority Communication, Community Outreach and Interactive Survey -Voice and text/SMS delivery to multiple communication devices -Geo-Calling feature lets you target recipients using a map -24/7/365 proactive Client Care support -Unlimited use for a fixed, annual fee -Initial set-up, training and refresher training sessions included -Delivery to up to three phones, two email addresses and one SMS phone per contact -Superior call routing, throttling, and load balancing expertise -Fully hosted and managed Software as a Service (SaaS) No. of Originals Submitted: 2 Project Name: Blackboard Connect for Government Cost: $44,965.03 Source of Funds: Select Source Fund Source of Funds (if applicable): Select Source Fund Account Number: 5216-100-19000 Finance Director Approval: Cheryl Delaney Date: 12/20/11 Department Director Approval: Will Hampton Date: 12/20/11 **Electronic signature by the Director is acceptable. Please only submit ONE approval form per item. ** CIP ❑ Budget ❑ El N/A OK N/A OK Purchasing ❑ ❑✓ Accounting ❑ ❑ N/A OK N/A OK ITEMS WILL NOT BE PLACED ON THE COUNCIL OR CM AGENDA W/OUT PRIOR FINANCE AND/OR LEGAL APPROVAL REV. 6/20/11 Item Caption: City Manager Approval Form Consider executing GSA Purchase Agreement "Blackboard Connect for Government" Approval Date: 12/22/11 Department Name: Administration Department Project Manager: Will Hampton Assigned Attorney: J Kay Gayle Item Summary: The Blackboard Connect for Government service allows government leaders to provide notices, direction, and reassurance to reach thousands of constituents in minutes without having to invest in or maintain hardware, software, or additional phone lines. Now, you can reach your entire community••quicklyind reliably••witivoice, text, and email messages. Services include: -An integrated communications suite, including Priority Communication, Community Outreach and Interactive Survey -Voice and text/SMS delivery to multiple communication devices -Geo-Calling feature lets you target recipients using a map -24/7/365 proactive Client Care support -Unlimited use for a fixed, annual fee -Initial set-up, training and refresher training sessions included -Delivery to up to three phones, two email addresses and one SMS phone per contact -Superior call routing, throttling, and load balancing expertise -Fully hosted and managed Software as a Service (SaaS) No. of Originals Submitted: 2 Project Name: Blackboard Connect for Government Cost: $44,965.03 Source of Funds: Select Source Fund Source of Funds (if applicable): Select Source Fund Account Number: Finance Director Approval: Date: Department Director Approval: Date: **Electronic signature by the Director is acceptable. Please only submit ONE approval form per item. ** CIP Budget n Purchasing n n Accounting N/A OK N/A OK N/A OK N/A OK ITEMS WILL NOT BE PLACED ON THE COUNCIL OR CM AGENDA W/OUT PRIOR FINANCE AND/OR LEGAL APPROVAL REV. 6/20/11 LEGAL DEPARTMENT APPROVAL FOR CITY COUNCIL/CITY MANAGER ACTION Required for Submission of ALL City Council and City Manager Items Department Name: Administration Project Mgr/Resource: Will Hampton lCouncil Action: ORDINANCE Agenda Wording Project Name: GSA Purchase Agreement ContractorNendor: Blackboard Inc. 0 RESOLUTION City Manager Approval CMA Wording Consider executing GSA Purchase Agreement "Blackboard Connect for Government" Attorney Approval Attorney Notes/Comments City signs first. Date O:1wdox\SCCints10112\1103\MUNlCIPAL100239082.XLS Updated 6/3/08 Blackboard Connect for Government° GSA Quote Unlimited Use Service Proposal for City of Round Rock, TX Company information Blackboard Inc. 650 Massachusetts Ave., NW, 6th Floor Washington, DC 20001 DUNS Number: 01-613-1430 Tax ID Number: 52-2081178 CAGE Number: 1 QLN4 GSA Contract Number: GS -35F -0554M Prices Valid through 12/31/11 Service Summary: The Sladcboard Connect kr Government seMos slows govemment leaders to provide notices, direction, and reassurance to reedy thousands of constlpants in minutes without having to Invest in or maintain hardware, sofhtiare, or additional phone Tines. Now, you can read/ your entire cannmunity-quiddy and reliably --with voice, text, and emal messages. Services Include: • An integrated cormnurications supe, induding Priority Communication, Community Outreach and Interactive Survey • Voice and text/SMS delivery to muftis communication devices • Geo -Calling kaki* lets you target recipients using a map • 24/7/365 proactive Client Care support • Undecided use for a tb:ed, annual tine • Initial set-up, training and refresher training sessions included • Delivery to up to three phones, two emai addresses and one SMS phone per contact • Superior call routing, throwing, and bad balandng expertlse • Fuily hosted and managed Software as a Service (SaaS) -- no maintenance required • Message delivery tradcing with comprehensive reporting Quote Summary: Alm oroduckt and as►vioae auded are available 8mouah the Blackboard kw. GSA Schedule GS-35F—W PLEASE INCLUDE IN THE PURCHASE ORDER ALL THE INFORMATION IN THE PRICE QUOTE BELOW AND PLEASE MAKE SURE THAT BLACKBOARD GSA SCHEDULE f GS -35F -0554M /S CLEARLY WRITTEN ON YOUR PURCHASE ORDER PLEASE SIGN THIS PRICE QUOTE SCAN BOTH DOCUMENTS, AND EMAIL THEM TO IsAkickerfiblecliboargoom. Blackboard Connect for Goverment is a sesta of ebdcboard Connect Ina, a wholponned aubsidiry of Medrboerd Inc. (NASOAG:8888) • Proprietary and CoIQderwl •www • U.S. POW No. 4,0111.1171 cel- I (-12-,'2,-. SIN # Product Initial Term & Scope GSA Price Annual Fee 132-32 Blackboard Conned for Government Service Annual Term for 25,887 Recipients January 1, 2012 — December 31, 2012 The fast le,m of this agreement wNl be for 12 months Subsequent terms will be annual based on Me Customers Start pate of January 1° 11.91 per Recipient (11.70 for > 25,000 HH) 144,007.90 132-32 Annual Support Fee Questions? Please call: James Price, Contracts 202-463-4880 x2791 or Lee Kicker 832.280.2380 Js Jdckereblackboard.cam Annual Fee 1957.13 1957.13 Total Fee for the First 12 month Period • $44,966. 03 -- Payable by PO at contract inception This amount will be invoiced Annually after January 1'c 1. Fax PurchaseOrder and 111111111111111111. Signed Proposal to (818) 450-0425. 2. Import recipient data (Blackboard Connect provides resident/ business data). 3. Implementation of service and orientation for all designated system users. 4. Begin sending Priority, Outreach and Interactive Survey communications. Address: City of Round Rock, TX 221 E. Main Street Round Rock, TX 78664 (512) 218-5400 Name•. Will Hampton, Communka lays Director Phone: (512) 218-5409 Fax: Emaik whamatoneround-rock.tx.us BLACKBOARD CONNECT Authorised Slpratory: ••41‘.. Name & Title: Execution Date: 1 — Address: Blackboard Connect Inc. 650 Massachusetts Ave., NW, 6th Floor Washington, DC 20001 Name•. Caryn Pinto, Contract Spedabt Phone: (202) 463-4860, ext. 2953 Efax: (818) 450-0425 Emdi: Bleddroard Gamed for Government Is a genial of BNdcboud Camel Inc., a ttholly--o e d meaidisry of Bladdaalrd Inc. (NA8DACI:88BB) • Prop/Mary and Corrfld,1Ms • rayabledsbagdmongagam • U.8. Patent No. 8,1118 .878 Connect-CTY® Services for Local Government 1. CTY Service. The CTY Service will include the following features: a. Unlimited Messaging; Remote Launching Capability. Unlimited any-time messages throughout the Term, enabling the Order Activity to communicate with residents and businesses within its jurisdiction, and access and use of the CTY Service from anywhere in the U.S. via an Internet connection and/or a phone. b. Database. BCI will provide the Order Activity with one (1) phone number per physical address to the extent that such numbers are available ("BCI Data"). The Order Activity may provide up to two (2) phone numbers and two (2) email addresses per Recipient (the "Order Activity Data"), provided, that, for business Recipients, the secondary phone numbers must not tie up more than one phone line of a multi-line business. The Order Activity Data, the BCI Data, and the data input by individuals via the CTY Web Portal, may hereinafter be collectively referred to as the "Recipient Data". c. Training, Order Activity Support, Maintenance. Training to educate all Users on how to send messages, receive reports, and other aspects of the operation of the CTY Service. BCI will also provide the Order Activity with unlimited maintenance and support (Order Activity care and technical support), on a twenty-four (24) hour, seven (7) days a week basis, throughout the life time of the Order activity. The Order Activity will designate qualified personnel to act as liaisons between the Order Activity and BCI respecting technical, administrative and content matters, and providing accurate and current contact information. d. Geographic Information System (GIS) Mapping. A geo-based mapping system that allows a Order Activity-user to create specific call lists for certain areas of the Order Activity's jurisdiction using criteria such as radius, street, zip code. e. CTY Web Portal. A Web interface that enables residents and businesses to update or add to their contact (telephone and email address) information electronically at no charge ("CTY Web Portal"). BCI grants to Order Activity a limited non-exclusive, worldwide, royalty-free license to place a digital image of the BCI Connect-CTY Sign-up Logo, which will be presented to Order Activity (the "Image"), on an appropriate page of the Order Activity's Internet site, located at http://www. ("Order Activity Site"), with a hyperlink to BCI's CTY Web Portal site (the, "Link") at https://portal.blackboardconnectcty.com/ (the "CTY Web Portal"). The Order Activity agrees not to use any other trademark or service mark in connection with the Image without the prior written approval of BCI. The sole purpose of the Link is to provide intended Recipients with quick access to the CTY Web Portal by transferring the user out of the Order Activity Site to the CTY Web Portal, where Intended Recipients can insert and/or update their contact information ("Recipient Data"). The Link may not be used in any manner to provide a user with access to the CTY Web Portal via any framing, layering or other techniques now known or hereafter developed that permit display of the CTY Web Portal with any materials posted by Order Activity or any party other than BCI. Order Activity may not allow the Image to be linked to any other web site. The Order Activity may not use the Image in any manner not permitted hereunder, modify the Image, or copy, or create a derivative work from, the "look and feel" of the Image. BCI will have the right to review all uses of the Image for quality control purposes and proper compliance with guidelines, as they may be modified from time to time. The Image and the goodwill associated therewith are valuable properties belonging to BCI and all rights thereto are and shall remain the sole and exclusive property of BCI. BCI reserves the right to modify permission to use the Image and/or the Link at any time. 2. Term; Termination. This Order activity will commence on the date which is the later of, the date of full execution or , ("CTY Service Start Date"), and will continue until , (the, "Term"). Notwithstanding the foregoing, if Order Activity inputs any information or other data into BCI's systems prior to the CTY Service Start Date in order to prepare for the start of the CTY Service and/or sends any messages prior to the CTY Service Start Date, the Order Activity expressly accepts that the terms and conditions of this Order activity will also apply during that earlier period. f. Termination for Convenience. The Order Activity can terminate the Order activity for convenience on the one year anniversary of the CTY Service Start Date, and each one year anniversary thereafter during the Term, by giving BCI at least thirty (30) days prior written notice to terminate. g. Termination with Cause. Either party may terminate this Order activity in the event of a material breach by the other party, which breach remains uncured for thirty (30) days following written notice to the breaching party. In the event of a termination by Order Activity for an uncured material breach, the Order Activity will receive a prorated refund of monies paid but not utilized hereunder. This Order activity can be terminated immediately by BCI for non-payment. h. Effect of Termination. In the event of termination or expiration of this Order activity, the Order Activity will: (i) immediately discontinue access to and/or use of the CTY Service under this Order activity; (ii) pay to BCI all amounts due and payable under this Order activity; and (iii) return all documentation and related training materials to BCI within a reasonable time at the Order Activity's cost. Any termination of this Order activity will not affect any rights or liabilities of either party that accrued prior to such termination. Sections 2 to 7 will survive the expiration or termination for any reason of this Order activity. 3. Service Fee. In consideration for the use of the CTY Service during the Term, the Order Activity will pay BCI an annual Service Fee of dollars per year. The Service Fee will be invoiced upon execution of this Order activity and thereafter on an annual basis. All payments due hereunder are on net 30 terms. . 4. Representations and Obligations. i. Compliance. The Order Activity represents that the CTY Service will be used in compliance with federal, state, and privacy laws and this Order activity. j. Privacy; Security. The Order Activity agrees to comply with the then current Acceptable Use Policy and Privacy Policy (collectively, the "Policies") (which can be found at the BCI Website located at www.blackboadconnect.com ("BCI Website"), as amended from time to time. BCI does not rent, trade, or sell data to third parties, and will only disclose information as necessary to comply with applicable laws and government orders or to operate or maintain the CTY Service. In the event of an express conflict between the terms of the Order activity and the terms of the Policies, the terms of the Order activity will prevail. The passwords and user names (collectively, "Account Information"), provided by BCI are deemed Confidential Information. The Order Activity is responsible for knowing who has access to its applications and servers, Order Activity -side security with respect to Account Information, for activities that occur under its account, and for obtaining necessary consents from intended Recipients. The Order Activity will give staff with access to the CTY Service ("Users"), appropriate notice of the terms and conditions for access and use consistent with the terms herein. The Order Activity agrees to immediately notify BCI of unauthorized use or loss of Account Information or other security breach pertaining to the CTY Service, and ensure that Users exit from their accounts at the end of each session. BCI is responsible for implementing adequate security precautions for matters under its direct control. k. Transmission of Messages; Data. The Order Activity will be responsible for the content of messages sent by Users and agrees not to send communications to a Recipient who "opts - out", i.e., who has indicated that he/she does not wish to receive a communication from the Order Activity. The Order Activity agrees to have in place primary safety and emergency response procedures in the event of an emergency (including without limitation, notifying 911 or equivalent, fire police, emergency medical, and public health, altogether, "First Responder Services").The Order Activity will only use the BCI Data to contact individuals pursuant to the use of the CTY Service and is prohibited from downloading or making copies of BCI Data. Any search and on-screen display functionality is restricted to resolving incidents or assisting an individual or business entity inquiring about the use of its information pursuant to the CTY Service. 1. Confidentiality. BCI will maintain the confidentiality of the Order Activity Data unless disclosure is mandated by law. The Order Activity will maintain the confidentiality of BCI Data, the CTY Service, Account Information, training and user guides, materials identified as confidential, and the member pages of the BCI Website (collectively, "Confidential Information") with the same degree of care that it uses to protect its own confidential information, but in no event less than a reasonable degree of care, provided, however, that, the Order Activity may disclose Confidential Information to the extent required by law or in response to a written Public Records Act request. In the event that disclosure is mandated, each party will make best efforts to provide notice to the other party prior to such disclosure together with a list and copies of all documents subject to the disclosure. Either party may seek injunctive relief to prevent disclosure or seek a protective order. Upon the termination of this Order activity or the expiration of the Tenn, whichever is earlier, each party will return to the other the latter party's Confidential Information. 5. Warranty. a. BCI represents and warrants that the CTY Service will perform in a commercially reasonable and professional manner and will conform substantially to the description of the service as described in Section 1. BCI will use commercially reasonable efforts to assure that the CTY Service remains available for access by Order Activity on a 24/7/365 basis, excluding maintenance and events outside the reasonable control of BCI. In the event that the CTY Service fails to comply with the above warranty, the Order Activity shall promptly inform BCI of such fact, and BCI, upon receipt of such notice and at its expense, will use commercially reasonable efforts to correct any verifiable errors (by repair, replacement or re - performance) so that the CTY Service complies with such warranty as soon as possible, but not more than thirty (30) days after written notice from the Order Activity ("Cure Period"). In the event that such repair or replacement cannot be done within the Cure Period, then the Order Activity may invoke the remedy specified in Section 2. b. Except as specified in Section 5.a., the CTY Service is provided "AS IS" and BCI gives no warranties, express or implied, including but not limited to, the warranties of merchantability or fitness for a particular purpose, infringement, or any warranties arising from a course of dealing, course of performance, usage of the trade or trade practice. BCI does not warrant that the operation will be uninterrupted and disclaims all liability on account hereof. The Order Activity acknowledges and agrees that the CTY Service is not intended, nor designed, for use in high risk activities, or in any situation where failure of the CTY Service could lead to death, personal injury, or damage to property, or where other substantial damage could result if an error occurred. The Order Activity also acknowledges and agrees that the primary recourse of the Order Activity in the event of any actual or potential threat to person or property should be to contact such emergency services as First Responder Services and that the CTY Service is not intended to replace First Responder Services or to be used for communicating with, or replace notification to, or interoperate directly with, First Responder Services, which should have already been notified and deployed prior to using the CTY Service. 6. Limitation of Liability. In no event will either Party, its officers, or employees, be liable for any indirect, punitive, reliance, special, consequential, or other similar damages of any kind or nature whatsoever, suffered by the other Party or any third party (including without limitation, business interruption, downtime, or any use of, or failure to use the CTY Service), arising out of this Order activity or the transactions contemplated hereby, even if a Party has been advised of the possibilities of such damages or should have foreseen such damages. BCI, its officers and employees will not be liable for any damages or injury with respect to the performance of the CTY Service, including, but not limited to, any failure of performance, error, omission, defect, delay, computer virus, or line failure, interruptions or disruptions in the services contemplated under this Order activity caused by or resulting from any act, omission or condition beyond BCI's reasonable control, whether or not foreseeable or identified, including but not limited to, transmission errors, or corruption or security of information carried over telecommunication lines, failure of digital transmission links, hostile network attacks or network congestion, or acts of God, labor disputes, strikes, lockouts, riots, acts of war, governmental regulations, public utilities or telecommunication providers, shortage of equipment, materials or supplies, fire, power failure, earthquakes, severe weather, floods or other natural disaster or the Order Activity's or any third party's applications, hardware, software or communications equipment or facilities, unless same results from the intentional or willful acts of BCI. Except for BCI's intentional or willful acts, under no circumstances will the aggregate liability of BCI to the Order Activity or any third party arising out of or related to this Order activity or the provision of the CTY Service, exceed the aggregate fees paid to BCI under this Order activity during the 12 month period immediately prior to the event, act or omission giving rise to such liability, regardless of whether any action or claim is based on warranty, indemnification, contract, tort or otherwise. The existence of multiple claims will not enlarge this limit. The foregoing limitations of liability are intended to apply without regard to whether other provisions of this Order activity have been breached or have proven ineffective. Nothing contained in the foregoing limits or excludes the liability of BCI to the Order Activity for death or personal injury caused by the negligence of BCI or any other liability which cannot be excluded by law. Notwithstanding anything contained herein to the contrary, the Order Activity shall be responsible for all claims and damage resulting for misuse of the CTY Service by the Order Activity or its users including reimbursement of any expenses incurred by BCI in defending claims arising from such misuse. The Parties acknowledge and agree that the fees, limitations of liability and remedies reflect the allocation of risk between the Parties, and that Sections 5 and 6 are essential elements of the basis of the bargain between the Parties and that in its absence, the economic terms of this Order activity would be substantially different. 7. Miscellaneous. (a) Ownership. Order Activity acknowledges and agrees that the Confidential Information and all other materials pertaining to the use of the CTY Service are not purchased or developed with Order Activity funds. Accordingly, nothing in this Order activity grants or transfers to the Order Activity any ownership rights in the foregoing materials. Order Activity is expressly prohibited from reproducing, modifying, duplicating, copying, making derivative works, publicly displaying, or otherwise exploiting, in whole or in part, the member pages of the Confidential Information, without the express written permission of BCI's Legal Department. (b) Governing Law; Attorney Fees. This Order activity will be governed and interpreted in accordance with the governing law of the Order Activity's State. In addition to any other relief awarded, the prevailing party in any action arising out of this Order activity shall be entitled to its reasonable attomeys' fees and costs. (c) Waiver; Severability. Failure by either party to enforce any provision of this Order activity will not be deemed a waiver of future enforcement. In the event that any provision of this Order activity is invalid under applicable law, the remainder of this Order activity will continue in full force and effect. In such a case and subject to the last sentence of the preamble, the parties will replace the invalid provision with one that, as much as possible, reflects the original intentions of the parties and is valid under applicable law. (d) Relationship of Parties. BCI is providing a service to Order Activity as an independent contractor. (e) No Third Party Beneficiaries. No provisions of this Order activity are intended or shall be construed to confer upon or give to any person or entity other than BCI or Order Activity, any rights, remedies or other benefits under or by reason of this Order activity. (f) Notices. All notices under this Order activity shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier (e.g., FedEx), confirmed facsimile transmission or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, upon receipt if delivered by overnight courier, upon acknowledgment of confirmed receipt of electronic transmission, or three (3) days after deposit in the mail. Notices shall be sent to the Contacts for Notices at the address set forth at the end of this Order activity or such other address as either party may specify in writing. (g) Counterparts. The Order activity may be executed in counterparts. A signature on a copy of this Order activity received by either party by facsimile is binding upon the other party as an original. Both parties agree that a photocopy of such facsimile may also be treated by the parties as a duplicate original. (h) Mutual Indemnification. Subject to Section 6, each party will defend, indemnify and hold harmless the other party and the other party's successors and assigns, officers, directors, employees, and agents, from and against liability, judgment, loss, damages, fines and expenses (including legal fees and costs), which any or all of them may later suffer themselves or pay out to another, because of any claim, action, or right of action of a third party or governmental authority, at law or in equity, or otherwise, based on or in any way arising out of, and which are proximately caused in whole or in part, by a direct breach of warranty or representation by the indemnifying party. The Order Activity's indemnification obligation shall not serve as a waiver of its sovereign immunity. (i) Entire Order activity. This Order activity completely and exclusively expresses the order activity of the parties regarding its subject matter. It supersedes, and its terms govern, all prior or contemporaneous proposals, order activitys or other communications between the parties, oral or written, regarding its subject matter, and may be amended or supplemented only by a subsequently dated writing that refers explicitly to this Order activity and that is signed by authorized representatives of both parties. 1 44,965.031 Cit of Round Rock City Administration 221 E. Main Street Round Rock TX 78664 United States Vendor: 0000055145 BLACKBOARD CONNECT INC. DEPT. LA 23628 PASADENA CA 91185-3628 Tax Exempt? N Tax Exempt ID: I.ine-Sch Item/Description Mfg ID 1- 1 Blackboard Connect for Government Service 25,887 Recipients; SIN# 132-32 2- 1 Annual Support Fee; SIN# 132-32 GSA CONTRACT # GS -35F -0554M I.atci4.6J(t( grert- Purchase Order Purchase Order NROCK-0000034764 Payment Terms 30 Days Dispatch via Print Date Revision 12/21/2011 Buyer Barry Becker Freight Terms FOBDestination Freight Prepaid Phone Ship To: 19ADM 221 E. Main Street Round Rock TX 78664 United States Bill To: Attn: Accounts Payable 221 E. Main Street Round Rock TX 78664 United States Replenishment Option: Standard Quantity UOM PO Price 1.00YR 44,007.90 Schedule Total Item Total 1.00YR Schedule Total Item Total Total PO Amount The City of Round Rocks (City's) standard purchase t&nns and conditions (T & Ci) are hereby incorporated Into this purchase order (PO) by reference, with the same force and effect as 8 they were Mcorporated In full text The full text version of the T&C's is available at http://www.roundrocktexae.gov/hanMndezasp7pageNe3 or call the purchasing office at (512) 671-2561. 957.13 Page 1 Ship Via Best Way Currency USD Extended Amt Due Date 44,007.90 01/03/2012 44,007.90 44,007.90 957.13 01/03/2012 957,13 957.13 Authorized Signature