HomeMy WebLinkAbout2023-04-17 I01G_02 CivicServe MSAAGENDA ITEM:
CITY OF WAUKEE, IOWA
CITY COUNCIL MEETING COMMUNICATION
MEETING DATE: April 17, 2023
AGENDA ITEM:Consideration of approval of a resolution approving Master Services
Agreement between City of Waukee and CivicServe for economic
development software
FORMAT:Consent Agenda
SYNOPSIS INCLUDING PRO & CON: Economic Development staff has been searching for
software to track and report on development agreements and business
retention as well act as a CRM. CivicServe’s software platform will help
staff more effectively manage and report on development projects and
the business retention program.
FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS:
COMMISSION/BOARD/COMMITTEE COMMENT:
STAFF REVIEW AND COMMENT: The cost of CivicServe is $5,000/year with unlimited
users per license. CivicServe has discounted software and waived
onboarding and implementation. IT and Finance Staff have reviewed the
software platform.
RECOMMENDATION: Approve the Master Services Agreement
ATTACHMENTS: I. Proposed Resolution
II. Master Services Agreement
PREPARED BY:Jennifer Brown, Director of Economic Development
REVIEWED BY:
PUBLIC NOTICE INFORMATION –
NAME OF PUBLICATION:
DATE OF PUBLICATION:
I1G2
THE CITY OF WAUKEE, IOWA
RESOLUTION 2023-
APPROVING MASTER SERVICES AGREEMENT BETWEEN CITY OF WAUKEE
AND CIVICSERVE [WAUKEE ECONOMIC DEVELOPMENT DEPARTMENT
IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE, IOWA
WHEREAS, the City of Waukee, Dallas County, State of Iowa, is a duly organized
Municipal Organization; AND,
WHEREAS, the Economic Development Department has researched software needed to
track and report on development agreements and business retention, as well act as a CRM;
AND,
WHEREAS, CivicServe offers a software platform that will help staff more effectively
manage and report on development projects and the business retention program.
NOW THEREFORE BE IT RESOLVED by the City of Waukee City Council that the
Master Services Agreement between City of Waukee and CivicServe for economic
development software is hereby approved.
Passed by the City Council of the City of Waukee, Iowa, and approved this the 17th day of
April, 2023.
____________________________
Courtney Clarke, Mayor
Attest:
___________________________________
Rebecca D. Schuett, City Clerk
RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN
Anna Bergman Pierce
R. Charles Bottenberg
Chris Crone
Larry R. Lyon
Ben Sinclair
CIVICSERVE MASTER SERVICES AGREEMENT
3/28/2023 1 of 3
THIS MASTER SERVICE(S) AGREEMENT (the “Agreement”) between
CivicServe, Inc. (“CivicServe”) with its principal place of business at 207 W
Jefferson Street Suite 501 Bloomington, IL 61701 and the City of Waukee, a
City with its principal place of business at 230 W Hickman Road Waukee, IA
50263 (“Customer”) is made effective as of March 28, 2023 (“Effective
Date”.)
1. CIVICSERVE DELIVERY OF SERVICE(S):
CivicServe grants Customer a non-exclusive, non-transferable, limited
license to access and use the CivicServe Service(s) on the Authorized
Website(s) identified in the attached Schedule A in consideration of the fees
and terms described in Schedule A. This Agreement will also govern all
additional Schedules for Service(s).
2. CUSTOMER RESPONSIBILITIES:
Customer acknowledges it is receiving only a limited license to use the
Service(s) and related documentation, if any, and shall obtain no title,
ownership nor any other rights in or to the Service(s) and related
documentation, all of which title and rights shall remain with CivicServe.
However, Customer will retain ownership of all its data in the system.
Customer agrees that (1) this license is limited to applications for its own use
and may not lease or rent the Service(s) nor offer its use for others; (2)
CivicServe is not responsible for content placed into the Service(s); (3) that
the Service(s) will not be used to capture confidential information of any
kind such as social security numbers; or bank account information and, (4)
that it will maintain the Authorized Website(s) identified in Schedule A,
provide CivicServe with all information reasonably necessary to setup or
establish the Service(s) on Customer’s behalf, and allow a “Powered by
CivicServe” logo with a hyperlink to CivicServe’s website home page on the
Authorized Website.
3. SERVICE(S) LEVELS:
CivicServe will use commercially reasonable efforts to backup and keep
the Service(s) and Authorized Website(s) in operation consistent with
applicable industry standards and will respond to customers’ requests
for support during normal business hours.
THE SERVICE(S) ARE PROVIDED ON AN “AS IS” BASIS, AND CUSTOMER’S
USE OF THE SERVICE(S) IS AT ITS OWN RISK. CIVICSERVE DOES NOT
WARRANT THAT THE SERVICE(S) WILL BE UNINTERRUPTED OR ERROR-
FREE OR UNAFFECTED BY FORCE MAJEURE EVENTS.
4. WARRANTY AND LIABILITY:
CIVICSERVE MAKES NO REPRESENTATION OR WARRANTY AS TO
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT AS
OTHERWISE STATED HEREIN OF THE SERVICE(S) AND SHALL HAVE NO
LIABILITY FOR ANY CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING,
BUT NOT LIMITED TO, DATA LOSS AND BUSINESS INTERRUPTION, AND THE
PARTIES AGREE THAT THE ONLY REMEDIES THAT SHALL BE AVAILABLE TO
CUSTOMER UNDER THIS AGREEMENT SHALL BE THOSE EXPRESSLY SET
FORTH IN THIS AGREEMENT. CIVICSERVE’S LIABILITY UNDER ALL
CIRCUMSTANCES INVOLVED HEREIN IS EXPRESSLY LIMITED TO THE
AMOUNT RECEIVED BY CIVICSERVE UNDER THIS AGREEMENT.
5. TERMINATION:
Either party may terminate this agreement without cause if the terminating
party gives the other party sixty (60) days written notice prior to
termination. Should Customer terminate without cause after the first date
of the then current term as defined in the attached schedule, Customer must
pay the balance of the current contracted term and this payment obligation
will immediately become due.
CivicServe may terminate service(s) if payments are not received by
CivicServe as specified in Schedule A. All monies associated to the current
term will be due immediately.
Upon any termination, CivicServe will discontinue Service(s) under this
agreement; CivicServe will provide Customer with an electronic copy of all
of Customer’s data, if requested and for a cost of no more than $2,500; and,
provisions of this Agreement regarding Ownership, Liability, Confidentiality
and Miscellaneous will continue to survive.
6. INDEMNIFICATION
To the extent allowed by law, each Party agrees to fully indemnify and hold
harmless the other for any and all costs, liabilities and losses resulting from
any claim, suit, action, or proceeding brought by any third party.
7. ACCEPTABLE USE:
Customer represents and warrants that the Service(s) will only be used for
lawful purposes, in a manner allowed by law, and in accordance with
reasonable operating rules, policies, terms and procedures. CivicServe may,
upon misuse of the Service(s), request Customer to terminate access to any
individual and Customer agrees to promptly comply with such request
unless such misuse is corrected.
8. SERVICE INITIATION:
Customer agrees to perform all customer activities as stated on Schedule A.
9. CONFIDENTIALITY:
Each party hereby agrees to maintain the confidentiality of the other party’s
confidential and proprietary materials and information, including but not
limited to, all information, knowledge or data not generally available to the
public, which is acquired in connection with this Agreement, unless
disclosure is required by law. Each party hereby agrees not to copy,
duplicate, or transcribe any confidential documents of the other party
except as required in connection with their performance under this
Agreement. Customer acknowledges that the Service(s) contain valuable
trade secrets, which are the sole property of CivicServe, and Customer
agrees to use reasonable care to prevent other parties from learning of these
trade secrets or have unauthorized access to the Service(s). CivicServe will
use reasonable efforts to ensure that any CivicServe contractors maintain
the confidentiality of proprietary materials and information.
10. MISCELLANEOUS PROVISIONS:
This Agreement will be governed by and construed in accordance with the
laws of the State of Illinois.
CivicServe may not assign its rights and obligations under this Agreement, in
whole or part, without prior written consent of Customer, which consent will
not be unreasonably withheld.
CivicServe, at its discretion, may inform through conversations, website, or
social media platforms that Customer is using CivicServe’s platform.
12. ACCEPTANCE:
Authorized representatives of Customer and CivicServe have read the
foregoing and all documents incorporated therein and agree and accept
such terms effective as of the date first written above.
Customer: City of Waukee
Signature: __________________________________________
Print Name: ___________________________________________
Title: _________________________ Date: ____________
CivicServe, Inc.
Signature: __________________________________________
Print Name: __________________________________________
Title: _________________________ Date: ____________
CIVICSERVE MASTER SERVICES AGREEMENT
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SCHEDULE A
A. Service(s) Descriptions:
Subscribed Services
CivicServe’s Program Management
Public Portal
Web Portal allows developers, business owners or the public to apply for funding and community members
to register as a TIF interested party.
CivicServe’s Applicant Portal CivicServe’s TIF Management Service digitizes City of Waukee’s TIF application to capture project data for
compliance reporting and deal making references.
CivicServe’s TIF Management
Administrative Portal
Web Portal allows City of Waukee to manage legacy TIF projects and new applications for TIF funding
requests.
NOTE: Modules not outlined in this table can be purchased at a future time by the City of Waukee.
B. CivicServe Agrees To The Following Functionality Related to the Service(s):
(a) Initial setup and ongoing support of Landing Page with Icons and Links to Customer Help areas
(b) Branded labeling of Landing Page to the look and feel of Customer website
(c) Initial setup and ongoing support of TIF application(s)
(d) Initial setup and ongoing support of Application Portal with branded labeling to the look and feel of Customer website
(e) Initial setup and ongoing support of Administration Portal
(f) Initial setup and ongoing support of Scoring Matrix as approved by City of Waukee staff
(g) Initial setup and ongoing support of reporting
(h) Future Branding to Customer Website is included once per billable term. Otherwise, branding is billed at $150/hr.
(i) Special Implementation Action (Integrations, etc.): GIS data pulled from County provider FTP site on a quarterly basis on
condition that access is granted on a continuous basis
C. Customer Agrees To:
(a) Hold an implementation joint kickoff meeting with CivicServe within 15 days from contract signing
(b) Provide CivicServe with items required as outlined during implementation process
D. Training and Ongoing Support Included in Implementation and Subscription Fees:
(a) Two, 30-minute online training sessions
i. On-Site Training Days may be purchased at a future date at the rate of $1,800 per day plus expenses
ii. Additional hours of online end-user training, may be purchased at a future date at $150/hour
(b) Ongoing support through system videos and knowledge base
(c) Periodic webinars to train and update customers on new features
(d) Customer will log ALL ISSUES to Support@CivicServe.com to receive technical support.
E. Implementation: Within 30 days of the kickoff meeting with CivicServe, the City of Waukee’s instance will be available to use by staff. During the
implementation, CivicServe will set up to 3 programs per module (as outlined in Schedule A, complete the functionality to administer
future programs, and conduct at least 1 training session.
F. Data: Customer data is owned by customer. All document attachment storage is via a standard storage account provisioned by CivicSe rve.
500GB of storage is included in the fees set forth above, with every additional 100GB of storage being assessed a fee of $20/month.
Additionally, 500GB per month of document attachment retrieval is included. CivicServe will advise the City of Waukee well in advance
of any storage charges and provide time for the City of Waukee to stay under the storage threshold.
G. Terms: Billable Term: 1 year (365 days). Billable term begins the 1st of the month following the kickoff meeting. Upon the expiration of this
initial Billable Term, the term will continue to auto-renew to subsequent annual Renewal Terms unless Customer notifies CivicServe
in writing of its intention not to extend the term at least sixty (60) days prior to expiration of the then current term end date.
CIVICSERVE MASTER SERVICES AGREEMENT
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H. Fees:
Software Subscription Fees
Note: CivicServe’s Platform is a TIF Fund eligible expense
Software License(s) Annual Cost
CivicServe’s Program Management Platform Services as Described in Section A – Unlimited
Users $15,000.00
Partnership Customer Discounting ($10,000.00)
Total (Includes all Service(s) upgrades) $5,000.00
One Time Implementation Costs
Platform implementation costs $1,500.00
Waived as part of early adopter program ($1,500.00)
Total $0.00
I. Billing: All fees are exclusive of taxes, billed on an annual basis at time of contract signing, and due upon receipt of invoice. This secures site,
servers, and resources necessary to begin project. If payment is not received by start of the Billable Term, CivicServe has the right to
suspend all services. Furthermore, invoices accrue 1% per month past due and customer is responsible for all costs, including
attorney fees, for the collections of invoices. City of Waukee's annual fee will remain at $5,000 for 2023 and 2024 for the services
outlined in Schedule A. For 2025 and beyond, Waukee’s annual fee will increase by not more than eight percent annually. Unless the
Waukee City Council rejects this Agreement before April 30, 2023, the Agreement is valid without Council approval.
J. Remittance: All payments should be made directly to CivicServe. CivicServe mailing address for all payments is:
CivicServe Accounts Receivable Department, at 207 W Jefferson Street Suite 501 Bloomington, IL 61701
K. Contacts:
Organization Name: ____________________________________________________________________________
Main Contact Name: _____________________________ Title: ________________________________________
Address: ______________________________________ City: ___________________ State: ____ Zip: ______
Work Phone: _____________ Cell: __________________ Email: ________________ Fax: ________________
Billing Contact Name: ____________________________ Title: ________________________________________
Address: ______________________________________ City: ___________________ State: ____ Zip: ______
Work Phone: _____________ Cell: __________________ Email: ________________ Fax: ________________