R14-012 it
1 RESOLUTION NO. R14 -012
2
3 A RESOLUTION OF THE CITY OF BOYNTON BEACH,
4 1 1 FLORIDA, APPROVING AND AUTHORIZING THE CITY
5 MANAGER TO SIGN AN AGREEMENT WITH SEECLICKFIX,
6 ' INC., OF NEW HAVEN, CT, FOR A CLOUD -BASED 311 /CITIZEN
7 REPORTING SERVICE FOR A ONE TIME START -UP FEE OF
8 $1,000 AND AN ANNUAL FEE OF $8,000 FOR THE FIRST TWO
9 YEARS; AND PROVIDING AN EFFECTIVE DATE
10
11 WHEREAS, the ITS Department solicited prospective vendors for quotes to
12 provide a new citizen reporting system (known as the 311 system); and
13 WHEREAS, after participating in several vendor demonstrations and internal
14 discussions and reviews with staff, SeeClickFix was selected based on their features and
15 price; and
16 WHEREAS, the City Commission, upon recommendation of staff, deems it to be
17 in the best interests of the citizens and residents of the City of Boynton Beach to approve
18 and authorize the City Manager to sign an Agreement with SeeClickFix, Inc., of New
19 Haven, CT., for a cloud -based 311 /Citizen Reporting Service for a one time start-up fee of
20 $1,000 and an annual fee of $8,000 for the first two years.
21 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
22 OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
23 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
24 being true and correct and are hereby made a specific part of this Resolution upon adoption
25 hereof.
26 Section 2. The City Commission of the City of Boynton Beach, Florida, upon
27 recommendation of staff, hereby approves and authorizes the City Manager to sign an
28 Agreement with SeeClickFix, Inc., of New Haven, CT., for a cloud -based 311 /Citizen
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11 Reporting Service for a one time start-up fee of $1,000 and an annual fee of $8,000 for the
2 first two years with successive years renewable with a not -to- exceed amount of 5% over
3 the previous year's fee, a copy of which is attached hereto as Exhibit "A ".
4 Section 3. That this Resolution shall become effective immediately.
5 PASSED AND ADOPTED THIS 4th day of February, 2014.
6
7 CITY OF BOYNTON BEACH, FLORIDA
8
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10 Mayor — errITaylor , `
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12 r. //i/ / ' i _
13 Vice ayor - Woodrow L. H y
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16 Commissioner — David T. Merker �
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19 C) mmissio 4 er - M hael itzpatrick
20
21
22 Co 1 miss — Joe Casello
23 ATTEST:
24
25
26 e._ • • 27 t M. Prainito, MMC
28 y Clerk
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30 1? Y n,c
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33 (t .o Seal) r;
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SeeClickFix
Boynton Beach, Florida
Scope of Services Proposal Effective Date: Date Signed
Valid until: January 31, 2014
• Citizen Engagement Channels:
o Branded SeeClickFix mobile application (iPhone and Android)
o Mobile web service
o Embedded map widget/report submission form for your web site
o Facebook app
• Hosted Citizen Relationship Management (CRM) Platform:
o Unlimited user accounts
o Mobile app CMS tools (add /change the buttons in real time)
o Internal routing
o Secondary questions
o Service level agreement (SLA) tracking
o Custom, automated email templates to residents
o Robust workflow management features
o Dynamic mapping and data visualization tools
o Knowledge Base
o Interactive Q&A
o Geo -based reverse 311
o Performance reports
o Data export features
• SCF Field
o Custom web apps for field staff
o Designed for tablets and smart phones
o One button reporting and closing
• Custom service
o Assigned implementation project lead
o 4 -hours of web - training
o Set -up and User Guides
o Assigned Account Manger
o Phone /Email support 9 am EST — 5 pm EST
o Public launch support
o Fees for additional engineering work (e.g. uploading data from internal
sources) will be charged at $250 per hour.
Annual cost: $8,000
One -time implementation cost: $1,000
BiIlin • Information
BILLING INFORMATION ON FILE INDICATE CHANGES TO BILLING INFORMATION
Company Company
Billing Address Billing Address
City, State, Zip City, State, Zip
Name Name
Title
Phone Phone
Fax Fax
E -mail E -mail
❑ Pay via invoice:
P 0 # (if available)
❑ Pay via credit card:
CREDIT CARD INFORMATION
o VISA o MasterCard o American Express
Card Number CW Code Expiration Date (MM/YYYY),
Name as it appears on the credit card
Amount (plus applicable sales tax)
Company Name
Title Signature
Terms and Conditions
This Contract (the "Contract ") is entered Into as of the Effective Date between the City of Boynton
Beach, NJ ( "the City ") and SeeClickFix Inc, a Delaware Corporation located at 746 Chapel Street, New
Haven, CT 06510 ("SeeClickFix", and together "the Parties ")
WHEREAS, the City desires that SeeClickFix provide certain software services as described herein
WHEREAS, SeeClickFix desires to deliver such software services under the terms set forth in this
Contract
A Term and Termination
1 SeeClickFix and the City will Implement the services described in the Appendix as soon as
reasonable The initial term of this Contract will be through one (1) year following the Effective
Date This Contract will be automatically renewed on an annual basis each succeeding year The price
will be the same in Year 1 and Year 2 as defined on the Order Form Fees for successive renewal
periods starting in Year 3 may increase by up to 5% over each prior period. Should either party decide
not to extend the term, such party must notify, in writing, the other party at least 90 days prior to the end
of the current term.
2 Termination for Cause. If either party fails to perform any of Its material obligations under this
Contract and does not cure such failures within thirty (30) days after being given written notice
specifying the nature of the failure, then the non - defaulting party may, by giving written notice to the
other party, terminate this Contract as of the date specified in such notice of termination
3 Survival The following Sections of this Contract and any payment obligations hereunder shall
survive any expiration or termination of this Contract A(3), C, D, E and and F (except F 3)
8 Services of SeeClickFix SeeClickFix will provide on a hosted, software -as -a- service basis, access to
the Services described in the Order Form, via mobile applications, internet, and an embeddable
Interactive widget for public reporting, alerts on discussing non - emergency issues ( "the
Software ") Users will be able to Interact with the Software and post various content including words,
photos and videos. While the content of users of the Software is governed by SeeChckFix's published
Terms of Use, SeeClickFix may not be able to control the exact nature of this content SeeClickFix
reserve the right to edit User Content, but does not have an obligation to edit the content. Although
SeeClickFix may from time to time make enhancements or bug fixes to the Software, it is under no
obligation to make any particular modifications, enhancements or bug fixes
C. Ownership With the exception of City's trademarks and logos, SeeClickFix shall be the sole and
exclusive owner of any and all SeeClickFix Materials, including the Software and all Intellectual Property
Rights in and to them and their derivative works and improvements (as each of those terms is defined
and applied under Title 17 and Title 35 U S C , respectively) by whomever developed or created them
No ownership of any SeeClickFix Materials including the Software or the Intellectual Property Rights in
and to them shall be transferred to the City "Intellectual Property Rights" shall mean any and all
proprietary rights or moral rights in any trademarks, copyrights, trade secrets, patents and patent
applications, renewals, extensions, continuations, divisions or reissues, in whole or in part, now or
hereafter in force, and any foreign counterparts
D. Exclusions of Warranties and Limitations of Liability SEECLICKFIX MAKES NO, AND HEREBY
DISCLAIMS ALL, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AT LAW OR IN
EQUITY (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT) TO CITY, OR TO ANY OTHER
PERSON, WITH RESPECT TO THE SERVICES, SEECLICKFIX MATERIALS, OR ANY OTHER
SERVICES OR MATERIALS PROVIDED HEREUNDER (I) NEITHER SEECLICKFIX NOR THE CITY
SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, OR
CONSEQUENTIAL DAMAGES, UNDER ANY THEORY OF LIABILITY (WHETHER LEGAL OR
EQUITABLE), AND (II) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY TO
THE OTHER PARTY UNDER THIS CONTRACT EXCEED THE TOTAL AMOUNT OF FEES
RECEIVED BY SEECLICKFIX UNDER THIS CONTRACT
E Arbitration, Governing Law and Venue
1 Arbitration The Parties agree that except for the right of either party to seek declaratory,
injunctive or other equitable relief, or for claims related to a party's Intellectual Property Rights, any
dispute or controversy arising out of or in connection with this Contract shall be referred to arbitration for
final and binding resolution. Either party to this Contract may initiate arbitration of the dispute by the
filing of an application for resolution by one arbitrator appointed by and in accordance with the rules of
the American Arbitration Association. The arbitration shall be conducted in the city and state in which
the non -filing Party is located The award in the arbitration shall be final, binding and non -
appealable The award may be entered as a final, non - appealable judgment in any court having
jurisdiction Each party specifically agrees and acknowledges that this Section is a material term of this
Contract and acknowledges that it would not enter into this Contract in the absence of this
Section Each party warrants and represents to the other party that this Section is valid and enforceable
and the other party will incur damages if such representation is false
2. Law The laws of United States and the State of Florida shall govern this Contract, without
regard to conflicts of laws principles Each of the parties hereby submits to the jurisdiction of the State of
Florida and federal courts located in the State of Florida
F General
1 Independent Contractor Relationship SeeClickFix is acting as an independent contractor under
this Contract and nothing in this Contract shall be deemed or construed to create the relationship of
partnership, joint venture or employer - employee between the parties Neither party has, and shall not
hold itself out as having, any authority to enter into any contract or create any obligation or Lability on
behalf of, in the name of, or binding upon the other party
2 Notices Any notice to be given hereunder to any other party, including any notice of a change
of address, shall be in wnting and shall be deemed validly given if (i) delivered personally or (ii) sent by
express delivery service, registered or certified mail, postage prepaid, return receipt requested or (111)
sent by email, as follows' If to SeeClickFix. SeeClickFix Inc , Attn Contract Administrator to
team @seeclickfix com, with an email response confirming receipt by SeeClickFix. If to City see City
Address on first page of this Contract All such notices shall be deemed given on the date of actual
receipt by the addressee if delivered personally, on the date of deposit with the express delivery service
or the postal authorities if sent in either such manner, on the date the facsimile or email is sent if sent in
such manner, and on the date of actual receipt by the addressee if delivered in any other manner
3 Publicity The Parties agree that the Parties may reference the other party as a City or vendor,
including using the City name, service marks, licenses, trademarks, logos, sales and marketing
materials, and website Any reference to the SeeClickFix Software or its features will be accompanied
by a reference that it is provided by SeeClickFix
4 Amendment or Waiver No amendment or modification of this Contract shall be valid unless it is
in writing and signed by both parties
5 Headings and Captions The headings and captions of this Contract are included for
convenience only and shall not be considered in construction of the provisions hereof
6 Severability If any provision of this Contract shall be determined to be invalid or unenforceable,
such invalidity or unenforceability shall not affect the remainder of this Contract, which shall be
construed as if such invalid or unenforceable provision had never been a part of this Contract but in a
manner so as to carry out as nearly as possible the parties' original intent.
7 Counterparts This Contract may be executed simultaneously in several counterparts, each of
which shall be deemed an original but which together shall constitute one and the same instrument
8. Entire Contract This Contract constitutes the entire Contract between the parties regarding the
subject matter hereof and supersedes any letters of intent, memorandums of understanding,
confidentiality Contracts, and other Contracts and communications, oral or written, between the parties
regarding such subject matter
9 Assignment SeeClickFix may assign this Contract, and then notify the City within 30 days
thereof.
IN WITNESS WHEREOF SeeClickFix and City have caused this Contract to be executed as of the date
signed by the City, which will be the Effective Date
SeeClickFi ' �- City of Boynton Beach
BY �jr��� By ■
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Title Title C1-t kaAOl
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