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HomeMy WebLinkAboutA8431 - eCITY TRANSACTIONS LLC eCityl Transactions SETUP AND BRANDING AGREEMENT This Setup and Branding Agreement("Agreement")is entered into as of the effective date set forth below between eCity Transactions LLC(°ECITY")and City of Palm Springs. CA ('Client)and"consists of the specific terms(°Specific Terms°)and the General Terns and Conditions("General Terns and Conditions). A. SPECIFIC TERMS 1. Services. ECITY will provide Client the services("SERVICES")detail below More specifically,the Services consist of. • Initial training on the components and use of the eCity online Transaction System. • Five(5)eCity created transaction pages over the period of one(I)year. After one(1)year from the original agreement period and/or after eCity has created five(5)transaction pages for the client;client will have the option of having eCity create additional transactions for a one time cost of$100 per transaction page. Client will have the ability to create their own transaction pages using the included ECITY utilities during the term of this contract for no additional fee. • One(1)year of customized report or customized download file creation. After one(1)year, Client will have the ECITY create additional customized reports or download files at the fee proposed by eCity at that time. • Blending of the transaction pages to the Clients website. 2. moments. In return for the services described in section(2)above,Client agrees to pay eCity as follows:A payment of$4500 shall be due January 1m 2020. Aoreed And Accepted: (� eCity Transactions LLC Municipality:City of Palm Springs,CA A Wisconsin corporationUP By: By: -r - � Name: Name• Title: _< , Title: C' I Etfechve Date: Y 3n zr Date Signed: 12 I Notice Address: 1572Sherwood rive Notice Address: _h9nric_ T4iardf2 .4nYJA� Cedarburg,Wl 53012 Attn: Brian Wichman, President Attn: TTEST: ' ity Cler 111110 opoo gy caY MANAGER B. GENERAL TERMS AND CONDITIONS 1. Services and Payment eCity will provide the Services to Client,at the rates,amounts and reasonable out-of- pocket expenses,and within the schedule,each as set forth in the Specific Terms. eCity will provide an invoice as set forth in section 4 of the Specific Terms(including accompanying detail and documentation)and Client shall pay the amount of the invoice within 30 days of receipt. If payment is late,eCity may charge a late fee of 1.5% per month, and,in addition to all other remedies provided by law or In equity,eCky may withhold Client access to the System and/or Client data,stored on the System:until all amounts due and payable are paid in full. Client shall reimburse eCity for all reasonable attorneys'fees and other costs incurred in connection with efforts to collect amounts due from Client under this Agreement. 2. Enhancements. eCity may provide certain ongoing enhancements or improvements in the System to Client at no additional charge. However;eCity may develop other enhancements or improvements in the System that in eCity's sole discretion, eCity may make available to Client only upon additional payment Client will have the opportunity to acceptor decline any such enhancements or improvements,but any such enhancements requiring additional payment will only go Into effect under a signed amendment to this Agreement. 3. Tenn and Termination. This Agreement is effective as of the date set Borth below and remains in effect through the;end of the term set forth in the Specific Terms, including any renewal terms,unless earlier terminated under this section. This Agreement may be extended by the parties upon mutual written agreement and if eCity continues to provide substantially similar services,this Agreement, including payment terns,will continue in effect with respect to those services. Either party may terminate this Agreement in the event of a material breach by the other party that is not cured to the reasonable satisfaction of the non-breaching party within 30 days of written notice of that breach. Any licenses of the eCily and/or Its Vendor's Materials,as defined below,are perpetual,but if termination is for failure to pay or other material breach,then each such license terminates upon written notice to Client from eCity. eCity shall not be liable for any failure, Inability or delay to perform under this Agreement if + the failure,inability or delay is due to an event beyond eCity's reasonable control, including but not limited to performance of elements of the Internet The payment provisions of the Specific Terms and sections 3 through 17 of these General Terms and Conditions survive termination. 4. Confidential Information. Each party("Receiving Party°)will treat all information,tangible and intangible, it receives in connection with this Agreement that pertains to the other party("Disclosing Party")or Disclosing Parry's System features,System functionality, business,plans,services, products,customers,suppliers, methods,research,inventions, ideas or property(°Confidential information"),as confidential and proprietary information of Disclosing Party,will not make any Confidential Information available to any other person(except a subcontractor who has also agreed to provisions substantially similar to this section),will use reasonable care to protect that Information from theft, loss, misuse and disclosure and will not use that Confidential Information except for Receiving Parry's benefit in connection with this Agreement. Receiving Party will,to the extent reasonably possible,return ail Confidential Information on termination of this Agreement including any notes, copies or other records reflecting any Confidential information. Confidential Information does not include information that(a)is already publicly known when it is received by Receiving Party or Is later made public by or for Disclosing Party on an authorized basis,(b)was independently developed by Receiving Party without reference to Confidential Information,nor(c)was known by Receiving Party prior to being received by Receiving Party in connection with this Agreement and which was not subject to an obligation of confidentiality. if Receiving Party is ordered bylaw to disclose Confidential Information,Receiving Party may do so but only to the extent required by applicable law and process and only after first giving Disclosing Party prompt written notice of that order. Receiving Party acknowledges that the Confidential Information is of a special and extraordinary character, and that any breach of this section will cause Disclosing Party Irreparable injury and damage,and so Disclosing Party will be entitled, in addition to all other legal or equitable remedies available to it to injunctive relief to prevent cease or otherwise redress that breach. Confidential Information includes information made available by Disclosing Party to Receiving Party before the effective date of this Agreement 5. Ownershio. Other than Client Materials or third party materials provided for use in connection with this Agreement,all ECITY Materials and all patents,copyrights and other intellectual properly rights relating to the :ECITY Materials, are and remain the exclusive property of ECITY and/or its vendors. Client acknowledges that the ECITY Materials and all files and data related to operation of the System remain the property of ECITY and/or its vendors,and Client shall not attempt or allow any other person or entity to attempt in any manner to access or copy the ECITY Materials or those files or data in any manner other than directly in connection with normal use of the System. ECITY acknowledges that the Client Materials remain the property of Client or of third parties,and eCity Setup and Branding Agreement Initial: ECITY_ ECITY shall not attempt,or allow any other person or entity to attempt,in any manner to access or copy the Client Materials in any manner other then directly in connection with normal use of the System or providing the Services. ECITY acknowledges that the Client Materials and all data gathered and stored in the System by Client remains property of Client and will be returned to Client within 5 business days of a:wdtten request to ECITY by Client, subject to section 1 of these General Terns and Conditions. 8. License, Upon delivery of ECITY Materials by ECITY to Client,ECITY grants to Client a non-exclusive and nontransferable license(°Lfcense")to use those ECITY Materials subject to this Agreement Unless otherwise set forth in the Speck Terms,the License will be perpetual upon acceptance, but will terminate If acceptance does not occur within any time frame set forth in the Specific Terms or upon termination of this Agreement for Client's failure to pay or other material breach. The ECITY Materials may be used solely for Client's own business purposes,and may not be further distributed or sublicensed. Client may not reverse engineer, disassemble,decompile or otherwise attempt to derive the source code of any ECITY Materials consisting of software. 7. Client Resoonsibilities. Client acknowledges that Client, not ECITY,is responsible for the internal control; implementation and proper use and maintenance of the ECITY Materials and Client Materials,and for the environmental and utility requirements,proper use and maintenance of the hardware and software used by Client in accessing or using the ECITY Materials and Client Materials. Client is responsible for determining whether the ECITY Materials and Client Materials will.achieve the results desired by Client Client is responsible for the cost and maintenance of any equipment at the CLIENTe location(s)required to access or use ECITY services. 8. Limited Warranty eCITY shall provide ECITY Materials and services under this Agreement In a professional manner consistent with accepted Internet standards. ECITY will have no responsibility for the performance of any software, hardware or third-party products, if any;that are useful for the use or operation of the ECITY Materials or Client Materials. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION,THE eCITY MATERIALS ARE PROVIDED OAS IS",AND WITHOUT ANY OTHER EXPRESS WARRANTY AND WITHOUT ANY IMPLIED WARRANTY OF ANY KIND,INCLUDING ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR CONCERNING ITS DATA OR METHODOLOGIES. USE OF AND RELIANCE ON THE eCITY MATERIALS AND CLIENT MATERIALS BY CLIENT IS AT CLIENTS OWN RISK 9. Limitation of Liability. IN NO EVENT WILL ECITY BE LIABLE TO CLIENT OR ANY OTHER PERSON OR ENTITY ON ACCOUNT OF THE ECITY MATERIALS OR CLIENT MATERIALS OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT IN AN AMOUNT GREATER THAN THE FEES PAID TO ECITY UNDER THIS AGREEMENT FOR THE RELEVANT PERIOD,AND IN NO EVENT MORE THAN THE 3 MONTHS PRECEDING THE CLAIM GIVING RISE TO THE LIABILITY,AND, IN SUCH EVENT,SUCH AMOUNTS SHALL BE CREDITED TO CLIENT. eCITY WILL NOT BE LIABLE TO CLIENT OR ANY OTHER PERSON OR ENTITY FOR LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, NOR FOR ANY DIRECT, INDIRECT,SPECIAL,INCIDENTAL,CONSEQUENTIAL,PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND,WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS.OR DAMAGES. CLIENT ACKNOWLEDGES THAT THE SYSTEM,THE ECITY MATERIALS AND ECITY'S SERVICES WOULD NOT BE AVAILABLE OR WOULD BE AVAILABLE ONLY AT SUBSTANTIALLY INCREASED RATES WERE IT NOT FOR THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES SET FORTH IN THIS AGREEMENT_ 10. Relationship of Parties. The parties are and will be,with respect to the subject matter of this Agreement, independent contractors of one another,and nothing in this Agreement will be deemed to create an agency, partnership,employment,or joint venture relationship between the parties. Neither party has any authority to enter into contracts or agreements on behalf of the other party. ECITY will not be subject to the direction of Client as to the manner of performance of the duties and responsibilities,except as expressly stated in this Agreement 11. Notices. Notices required to be given or delivered under this Agreement must be in writing, and must be given or delivered to a party at its address as set forth below,or to another address for a party provided by notice. Notices will be deemed to have been duly given upon.receipt, upon refusal of receipt or upon determination that the notice address provided is not current, is insufficient or is incorrect 12. Disputes.Venue and Governing Law. The parties acknowledge that this Agreement evidences a transaction Involving Interstate commerce. Any controversy relating to this Agreement will be settled through consultation eCity Setup and Branding Agreement Initial: ECnY and negotiation in good faith and a spirit of mutual cooperation for up to 15 days starting on the date when one party gives written notice to the other party of any controversy. However, if those attempts fail,any such controversy will be decided by binding arbitration conducted,upon request by either party before 1 arbitrator designated by the American Arbitration Association'(the°AAA'), underthe AAA's Commercial Arbitration Rules, and,to the maximum extent applicable,the United States Arbitration Act(Title g of the United States Code). Notwithstanding anything to the contrary in this Agreement,either party may proceed to a court of competent jurisdiction to obtain equitable relief at any time. Any such proceeding may be brought in any state or federal court located in the State of Wisconsin,and all objections to personal jurisdiction or venue In any action or proceeding so commenced are waived. This Agreement is to be governed by and construed in accordance with the laws of the State of Wisconsin,without regard to choice-of-law or conflict-of-laws provisions. 13. Severabifitv., If any provision of this Agreement,or the application of this Agreement to any person or circumstance should,for any reason and to any extent, be held invalid or unenforceable,then the remainder of this Agreement and.the application of that provision to other persons or circumstances will not be affected,but rather are to be enforced to the greatest extent permitted by law_ i 14. Waiver. No course of performance and no failure of any party to enforce at any time,or for any period of { time,any provision of this Agreement will be construed as a waiver of any provision of this Agreement or of the right of that party to enforce each and every provision of this Agreement, and no single or partial exercise of any right under this Agreement will preclude any other or further exercise of that or any other right 15. .Entire Agreement This Agreement,including these General Terns and Conditions and the Specific Terms, constitutes.the complete agreement between the parties.concerning their subjectmattsr,and he all prior or contemporaneous communications,proposals or agreements,whether or not written;relating to the subject matter of this Agreement No amendment modification or waiver of this Agreement is effective unless made in writing specifically referencing this Agreement and signed by an authorized representative of the perry against whom it is to be enforced. If Client issues a purchase order or other instrument concerning the subject matter of this Agreement that purchase order or instrument is solely for Clients own convenience and will not modify this Agreement If any provision of the Specific Terms Is inconsistent with any provision of these General Terms and Conditions,the provision of these General Terns and Conditions controls. eCity Setup and Branding Agreement Initial: ECI1Y Transactions eCityl SERVICES AND LICENSE AGREEMENT This Services and License Agreement(°Agreement')is entered into as of the effective date set forth below between eCity Transactions LLC('ECITY")and City of Palm Springs. CA ('Client")and consists of the specific terms(°Specific Terms')and the General Terns and Conditions('General Terms and Conditions'). A. SPECIFIC TERMS 1. License. ECITY hereby grants to Clients nonexclusive, nontransferable, limited license(the"License')to use the System and the reports, information,documentation and materials and other work product developed by ECITY and/or its vendors and provided to Client in connection with this Agreement('ECITY Materials'), 2. Services. ECITYwill provide Client with Internet access to eCity,and/or its vendors owned utilities, systems, software,and processes kept at an ECITY and/or its vendor's site for the purpose of allowing the Client to create Internet based payment transactions(°Services'). More specifically,the Services consist of: • Access to the ECity Transaction Module that will allow Client to create transaction pages("Pages"), publish them.for display and use on Client's own web site,accept transactions("Transactions")through the Pages including payment information,handle customer research and download transaction information • Connections to at least one eCity approved payment processor("Gateway").that will allow real time authorization of credit card payments accompanying the Transactions.Client will be responsible for Gateway and credit card merchant processing(CREDIT CARD FEES')imposed costs for processing Clients Transactions. • ACH File preparation routines("Routines")that will allow the collection of ACH Payment Transactions ("ACH Transactions)and the presentation to Client's financial institution("Bank")for processing. Client will be responsible for Bank costs related to their ACH processing. Additional monthly fees for eCity providing.Bank with the ACH Transactions may be charged'depending on the Bank requirements for receipt of files. Client will be notified of any such additional charges and explanation within reasonable time after they are known and prior to the first delivery to Bank of ACH Transactions. • Use of an ECITY or its vendor's provided Internet address("URL")for accessing the Pages through the Clients web site. • SSL 266-bit security on the URL • Ongoing Client training and support. 3. Term. The initial Tenn of the License and period for performance of the Services is for the 12 month period from Jan 1,2019 through December 31,2020("Renewal Date"). Following the initial term,this agreement will automatically renew on a month to month basis until written notice of termination is received at least 60 days prior to desired Termination Date. 4. Payments. In return for the services described in section(2)above,Client agrees to pay eCity as follows:A monthly maintenance payment as listed in the Pricing Options attached commencing January 16t 2019 or when Client goes rive with the first web page,whichever is earlier. At the Initiation of this agreement,Client has selected option 1_. Pursuant to that option, monthly fees of$300_.In the event more than J00_ transactions are conducted in one calendar month through the eCity system for Client,Client agrees to pay additional fees of $.40_per transaction in said calendar month to eCity.Client may change their option number (as listed in the attached Pricing Options)up or down provided Client notifies eCity in writing and such*notice is received by eCity prior to the start of the first affected billing month. Payments for optional services beyond those described in section(2) may be added from time to time when the scope and price of the service is mutually agreed upon by both Client and eCity. Following the initial Tenn of this agreement,eCity may adjust prices, provided sixty(GO)days'written notice is provided to Client. Agreed And Accepted: achy Transactions LLC Municipality: City of Palm Springs,CA A Wisconsin corporation Rv-- By:Z�`a' — Name:4.,;;.,-'fir r Name: au" Title: 3`R' vr, 'mac. Title:_C Effective Date: ' /zaz 1 Da Signed 19 Notice Address: N Sherwood Drive. Notice Address:32oe r^. rdd-i Cum kk Cedarburg,WI 53012 �M Sorinat. rA 3 Attn: Brian Wichman, President Attn: NIanJm.t1Wf4 , btredar o* FiYbA4S AMROMAS TO F?ORM ST: ity Cler APPROVED BY CRY MAMGER Initial: ECITY B. GENERAL TERMS AND CONDITIONS 1. Services and Payment eCity will provide the Services to Client, at the rates,amounts and reasonable out-of- pocket expenses,and within the schedule,each as set forth in the Specific Terms. eCity,will provide an invoice as set forth in section 4 of the Specific Terms(including accompanying detail and documentation)and Client shall pay the amount of the invoice within 30 days of receipt. If payment is late,eCity may charge a late fee of 1.5% per month,and,in addition to all other remedies provided by law or in equity,eCity may withhold Client accessto the System and/or Client data stored on the System until all amounts due and payable are paid in full. Client shall reimburse eCity for all reasonable attorneys'fees and other costs incurred in connection with efforts to collect amounts due from Client under this Agreement 2. Enhancements eCity may provide certain ongoing enhancements or improvements in the System to Client at no additional charge. However,eCity,may develop other enhancements or Improvements in the System that in eCity's sole discretion, eCity may make available to Client only upon additional payment: Client will have the opportunity to accept or decline any such enhancements or improvements,but any such.enhancements requiring additional payment will only go into effect under a signed amendment to this Agreement 3. Tenn and Termination. This Agreement is effective as of the date set forth below and remains in effect through the-end of the term set forth in the Specific Terms,including any renewal terms,unless earlier terminated under this section. This Agreement may be extended by the.pardes upon mutual written agreement,and if eCity continues to provide substantially similar services,this Agreement,including payment terns,will continue in effect with respect to those services. Either party may terminate this Agreement.inthe event of a material.breach by the other party that is not cured to the reasonable satisfaction of the non-breaching party within 30 days of written. notice of that breach. Any licenses of the eCity and/or its Vendor's Materials,as defined below,are perpetual,but if termination is for failure to pay or other material breach,then each such license terminates upon written notice to Client from eCity. eCity shall not be liable for any failure,inability or delay to perform under.this Agreement,if the failure,inability or,delay is due to an event beyond eCity's reasonable control, including but not limited to performance of elements of the Internet The payment provisions of the Specific Terms and sections 3 through 17 of these General Terms and Conditions survive termination. 4. Confidential Information. Each party rReceivino Party°)will treat all information,tangible and intangible, it receives in connection with this Agreement that pertains to the other party('Disclosing Party")or Disclosing Party's System features,System functionality, business,plans,services, products,customers, suppliers, methods, research, inventions, ideas or property(°Confidential Information"), as confidential and proprietary information of Disclosing Party,will not make any Confidential Information available to any other person(except a subcontractor who has also agreed to provisions substantially similar to this section),will use reasonable care to protect that information from theft,loss, misuse and disclosure and will not use that Confidential Information except for Receiving Party's benefit in connection with this Agreement Receiving Party will,to the extent reasonably possible, return all Confidential Information on termination of this Agreement, including any notes, copies or other records reflecting any Confidential Information. Confidential Information does not include information that(a)is already publicly known when it is received by Receiving Party or is later made public by or for Disclosing Party on an,authorized basis,(b)was independently developed by Receiving Party without reference to Confidential Information,nor(c)was known by Receiving Party prior to being received by Receiving Party In connection with this Agreement and which was not subject to an obligation of confidentiality. If Receiving Party is ordered by law to disclose Confidential Information,Receiving Party.may do so but only to the extent required,by applicable law and process and only after first giving Disclosing Party prompt written notice of,that order. Receiving Party acknowledges that the Confidential Information Is of a special and extraordinary character, and that any breach of this section will cause Disclosing Party irreparable injury.and damage,and so Disclosing Party will be entitled, in addition to all other legal or equitable remedies available to it to injunctive relief to prevent,cease or otherwise redress that breach. Confidential Information includes information made available by Disclosing Party to Receiving Party before the effective date of this Agreement 5. Ownership. Other than Client Materials or third party materials provided for use in connection with this Agreement, all ECITY Materials and all patents,copyrights and other intellectual property rights relating to the ECITY Materials,are and remain the exclusive property of ECITY and/or its vendors. Client acknowledges that the ECITY Materials and all files and data related to operation of the System remain the property of ECITY and/or its vendors,and Client shall not attempt,or allow any other person or entity,to attempt, in any manner to access or copy the ECITY Materials or those files or data in any manner other than directly in connection with normal use of the System. ECITY acknowledges that the Client Materials remain the property of Client or of third parties,and I Initial: ECITY. ECITY shall not attempt,or allow any other person or entity to attempt, in any manner to access or copy the Client Materials in any manner other than directly in connection with normal use of the System or providing the Services. ECITY acknowledges that the Client Materials and all data gathered and stored in the System by Client remains property of Client and will'be returned to Client within 5 business days of a:written request to ECITY by Client, subject to section 1 of these General Terms and Conditions. 6. License. Upon delivery of ECITY Materials by ECITY to Client,ECITY grants to Client a non-exclusive and nontransferable license(°License')to use those ECITY Materials subject to.this Agreement Unless otherwise set forth in the Specific Terms,the License will be perpetual upon acceptance, but will terminate if acceptance does not occur within any time frame set forth in the Specific Terms or upon termination of this Agreement for Client's failure to pay or other material breach. The ECITY Materials may be used solely for Client's own business purposes,and may not be further distnbuted:or sublicensed. Client may not reverse engineer, disassemble,deoompile or otherwise attempt to derive the source code of any ECITY Materials consisting of software. 7. Client Responsibilities. Client acknowledges that Client, not ECITYJs responsible for the internal control, implementation and proper use and maintenance of the ECITY Materials and Client Materials, and for the environmental and utility requirements,proper use and maintenance of the hardware and software used by Client in accessing or using the ECITY Materials and Client Materials. Client Is responsible for determining whether the ECITY Materials and Client Materials will achieve the results desired by Client Client Is responsible for the cost and maintenance of any,equipment at the CLIENTs location(s)required to access or use ECITY services. 6. Limited Warranty. eCITY shall provide ECITY Materials and services under this Agreement in a professional manner consistent with accepted Internet standards. ECITY will have no responsibility for the performance of any software, hardware or third-party products,if any,that are useful for the use or operation of the ECITY Materials or Client Materials. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION,THE eCITY MATERIALS ARE PROVIDED'AS IS,AND WITHOUT ANY OTHER EXPRESS WARRANTY AND WITHOUT ANY IMPLIED WARRANTY OF.ANY KIND, INCLUDING ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR CONCERNING ITS DATA OR METHODOLOGIES. USE OF AND RELIANCE ON THE eCITY MATERIALS AND CLIENT MATERIALS BY CLIENT IS AT CLIENTS OWN RISK. 9. Limitation of Liability. IN NO EVENT WILL ECITY BE LIABLE TO CLIENT OR ANY OTHER PERSON OR ENTITY ON ACCOUNT OF THE ECITY MATERIALS OR CLIENT MATERIALS OR OTHERWISE IN ! CONNECTION WITH THIS AGREEMENT IN AN AMOUNT GREATER THAN THE FEES PAID TO ECITY UNDER THIS AGREEMENT FOR THE RELEVANT PERIOD,AND IN NO EVENT MORE THAN THE 3 MONTHS PRECEDING THE CLAIM GIVING RISE TO THE LIABILITY,AND, IN SUCH EVENT,SUCH AMOUNTS SHALL I BE CREDITED TO CLIENT. eCITY WILL NOT BE.LIABLE TO CLIENT OR ANY OTHER PERSON OR ENTITY FOR LOSS OF PROFITS, LOSS OF USE, LOSS.OF DATA,INTERRUPTION OF BUSINESS, NOR FOR ANY DIRECT,INDIRECT,SPECIAL, INCIDENTAL,CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND,WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. CLIENT ACKNOWLEDGES THAT THE SYSTEM,THE ECITY MATERIALS AND ECITY'S SERVICES WOULD NOT BE AVAILABLE OR WOULD BE AVAILABLE ONLY AT SUBSTANTIALLY INCREASED RATES WERE IT NOT FOR THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES SET FORTH IN THIS AGREEMENT. 10. Relationship of Parties. The parties are and will be,with reseed to the subject matter of this Agreement, independent contractors of one another,and nothing in this Agreement will be deemed to create an agency, partnership,employment,or joint venture,relationship between the parties. Neither party has any authority to enter into contracts or agreements on behalf of the other party. ECITY will not be subject to the direction of Client as to the manner of performance of the duties and respdnsibilities,except as expressly stated in this Agreement 11. Notices. Notices required to be given or delivered under this Agreement must be In writing, and must be given or delivered to a party at its address as set forth below,or to another address for a party provided by notice. Notices will be deemed to have been duly given upon receipt,upon refusal of receipt or upon determination that the notice address provided is not current.is Insufficient or Is incorrect. 12. Disputes Venue and Governing Law. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Any controversy relating to this Agreement will be settled through consultation InWat ECnY and negotiation in good faith and a spirit of mutual cooperation for up to 15 days starting on the date when one party gives written notice to the other party of any controversy. However,if those attempts fail,any such controversy will be decided by binding arbitration conducted, upon request by either party before 1 arbitrator designated by the American Arbitration Association(the°AAA"),under the AAA's Commercial Arbitration Rules, and,to.the maximum extent applicable,the United States Arbitration Act(Title 9 of the United States Code). Notwithstanding anything to the contrary in this Agreement,either party may proceed to a court of competent jurisdiction to obtain equitable relief at any time. Any such proceeding may be brought in any state or federal court located in the State of Wisconsin,and all objections to personal Jurisdiction or venue in any action or proceeding so commenced are waived. This Agreement is to be governed by and construed in accordance with the laws of the State of Wisconsin,without regard to choice-of-law or conflict-of-laws provisions. 13, Severability. If any provision of this Agreement,or the application of this Agreement to any person or circumstance should,for any reason and to any extent, be held invalid or unenforceable,then the remainder of this Agreement and the application of that provision to other persons or circumstances will not be affected, but rather are to be enforced to the greatest extent permitted by law. 14. Waiver. No course of performance and no failure of any party to enforce at any time,or for any period of time, any provision of this Agreement will be construed as a waiver of any provision of this Agreement or of the right of that party to enforce each and every provision of this Agreement,and no single or partial exercise of any right under this Agreement will preclude any other or further exercise of that or any other right 15. Entire Agreement. This Agreement,including these General Terms and Conditions and the Specific Terms, constitutes the complete agreement between the parties concerning their subject matter,and supersedes all prior or contemporaneous communications, proposals or agreements,whether or not written, relating to the subject matter of this Agreement No amendment, modification or waiver of this Agreement is effective unless made in writing specifically referencing this Agreement and signed by an authorized representative of the party against whom it is to be enforced. If Client issues a purchase order or other instrument concerning the subject matter of this Agreement,that purchase order or instrument is solely for Client's own convenience and will not modify this Agreement If any provision of the Specific Terms Is inconsistent with any provision of these General Terms and Conditions,the provision of these General Terms and Conditions controls. Initial: ECITY - PRICING OPTIONS ECITY pricing plans involve an ongoing monthly maintenance fee.The maintenance fee Includes a certain number of transactions processed by ECITY each month; transactions beyond that number are assessed a per-transaction cost fee.To accommodate differing needs over time, ECITY offers multiple levels of monthly maintenance fees. Monthly Maintenance Fees ...........................................................see table Option Monthly #transactions Costladditional Maintenance Pee Includedlmonth transaction[month 1 - $300 70D $.40 2 $500 1400 $.35 3 $700 2,400 $.30 4 $900. 3,500_ $.28. 5 $11OD 5000 '$.25 Prices are for one Administrative Site. An Administrative Site processes credit cards to a single merchant ID and ACH transaction deposits to a single checking account (It has nothing to do with the number of login IDs utilized)., Additional Administrative sites,to segregate transactions or to process to different merchant IDs and/or checking accounts,can be licensed for a one time$1,000 fee and$100 per month for each additional Administrative Site. Volumes for multiple Administrative Sites can be combined for tier pricing purposes. Initial: ECITY ExemptionCertificate of . Workers' Compensation Insurance TO: City of Palm Springs ATTN. City Clerk and Risk Manager SUBJECT. Sole Proprietor/Partnership/Closely Held Corporation with No Employees Please let this memorandum notify the City of Palm Springs that I am a ❑ sole proprietor 0 partnership ❑ closely held corporation and do not have any employees whose employment requires me to carry workers' compensation insurance. Therefore, I do not carry workers' compensation insurance coverage. I further warrant that I understand the requirements of Section 3700, et seq., of the California Labor Code with respect to providing Workers' Compensation coverage for any employees. I agree to comply with the code requirements and all other applicable laws and regulations regarding workers' compensation, payroll taxes, FICA and tax withholding and similar employment issues. I further agree to hold the City of Palm Springs harmless from loss or liability which may arise from the failure to comply with any such laws or regulations. -2- -1 Risk Management Approval: Contractor Signature A (fit, Trau�ac ur LG� Printed'Name of Contractor Date Date I I eCitylTransactions SETUP AND BRANDING AGREEMENT This Setup and Branding Agreement("Agreement") is entered into as of the effective date set forth below between eCity Transactions LLC ("ECITY") and City of Palm Springs, , CA ("Client") and consists of the specific terms("Specific Terms") and the General Terms and Conditions ("General Terms and Conditions"). A. SPECIFIC TERMS 1. Services. ECITY will provide Client the services("SERVICES")detail below More specifically, the Services consist of: Initial training on the components and use of the eCity online Transaction System. • Five (5) eCity created transaction pages over the period of one(1)year. After one(1)year from the original agreement period and/or after eCity has created five(5)transaction pages for the client, client will have the option of having eCity create additional transactions for a one time cost of$100 per transaction page. Client will have the ability to create their own transaction pages using the included ECITY utilities during the term of this contract for no additional fee. • One(1)year of customized report or customized download file creation. After one(1) year, Client will have the ECITY create additional customized reports or download files at the fee proposed by eCity at that time. Blending of the transaction pages to the Client's web'site. 2. Payments. In return for the services described in section (2)above, Client agrees to pay eCity as follows: A payment of$4500 shall be due January Is'2020. Agreed And Accepted: eCity Transactions LLC Municipality: City of Palm Springs, CA A Wisconsin corporation tAO By, By:" 'ter Name: Name: 44 e Title: Title: Ci Effective Date: Date Signed: 12- 0 I l Notice Address: 1572 Sherwood Drive Notice Address: 320oE. TQ Gi,j+2 C4nlcJ,1� Cedarburg,WI 53012 PaLYA Spy q' t W ?Zzln Attn: Brian Wichman, President Attn:�, Dirrrfot Of �rvnl6 ATTEST: ity Clei APPROVED BY CITY MANAGER B. GENERAL TERMS AND CONDITIONS 1. Services and Payment. eCity will provide the Services to Client, at the rates, amounts and reasonable out-of- pocket expenses, and within the schedule, each as set forth in the Specific Terms. eCity will provide an invoice as set forth in section 4 of the Specific Terms (including accompanying detail and documentation) and Client shall pay the amount of the invoice within 30 days of receipt. If payment is late, eCity may charge a late fee of 1.5% per month, and, in addition to all other remedies provided by law or in equity, eCity may withhold Client access to the System and/or Client data stored on the System until all amounts due and payable are paid in full. Client shall reimburse eCity for all reasonable attorneys' fees and other costs incurred in connection with efforts to collect amounts due from Client under this Agreement. 2. Enhancements. eCity may provide certain ongoing enhancements or improvements in the System to Client at no additional charge. However, eCity may develop other enhancements or improvements in the System that, in eCity's sole discretion, eCity may make available to Client only upon additional payment. Client will have the opportunity to accept or decline any such enhancements or improvements, but any such enhancements requiring additional payment will only go into effect under a signed amendment to this Agreement. 3. Term and Termination. This Agreement is effective as of the date set forth below and remains in effect through the end of the term set forth in the Specific Terms, including any renewal terms, unless earlier terminated under this section. This Agreement may be extended by the parties upon mutual written agreement, and if eCity continues to provide substantially similar services, this Agreement, including payment terms, will continue in effect with respect to those services. Either party may terminate this Agreement in the event of a material breach by the other party that is not cured to the reasonable satisfaction of the non-breaching party within 30 days of written notice of that breach. Any licenses of the eCity and/or its Vendor's Materials, as defined below, are perpetual, but if termination is for failure to pay or other material breach, then each such license terminates upon written notice to Client from eCity. eCity shall not be liable for any failure, inability or delay to perform under this Agreement, if the failure, inability or delay is due to an event beyond eCity's reasonable control, including but not limited to performance of elements of the Internet. The payment provisions of the Specific Terms and sections 3 through 17 of these General Terms and Conditions survive termination. 4. Confidential Information. Each party ("Receiving Party")will treat all information, tangible and intangible, it receives in connection with this Agreement that pertains to the other party ("Disclosing Party") or Disclosing Party's System features, System functionality, business, plans, services, products, customers, suppliers, methods, research, inventions, ideas or property ("Confidential Information"), as confidential and proprietary information of Disclosing Party, will not make any Confidential Information available to any other person (except a subcontractor who has also agreed to provisions substantially similar to this section), will use reasonable care to protect that information from theft, loss, misuse and disclosure and will not use that Confidential Information except for Receiving Party's benefit in connection with this Agreement. Receiving Party will, to the extent reasonably possible, return all Confidential Information on termination of this Agreement, including any notes, copies or other records reflecting any Confidential Information. Confidential Information does not include information that(a) is already publicly known when it is received by Receiving Party or is later made public by or for Disclosing Party on an authorized basis, (b)was independently developed by Receiving Party without reference to Confidential Information, nor(c)was known by Receiving Party prior to being received by Receiving Party in connection with this Agreement and which was not subject to an obligation of confidentiality. If Receiving Party is ordered by law to disclose Confidential Information, Receiving Party may do so but only to the extent required by applicable law and process and only after first giving Disclosing Party prompt written notice of that order. Receiving Party acknowledges that the Confidential Information is of a special and extraordinary character, and that any breach of this section will cause Disclosing Party irreparable injury and damage, and so Disclosing Party will be entitled, in addition to all other legal or equitable remedies available to it, to injunctive relief to prevent, cease or otherwise redress that breach. Confidential Information includes information made available by Disclosing Party to Receiving Party before the effective date of this Agreement. 5. Ownership. Other than Client Materials or third party materials provided for use in connection with this Agreement, all ECITY Materials and all patents, copyrights and other intellectual property rights relating to the ECITY Materials, are and remain the exclusive property of ECITY and/or its vendors. Client acknowledges that the ECITY Materials and all files and data related to operation of the System remain the property of ECITY and/or its vendors, and Client shall not attempt, or allow any other person or entity to attempt, in any manner to access or copy the ECITY Materials or those files or data to any manner other than directly in connection with normal use of the System. ECITY acknowledges that the Client Materials remain the property of Client or of third parties, and eCity Setup and Branding Agreement Initial: ECITY ECITY shall not attempt, or allow any other person or entity to attempt, in any manner to access or copy the Client Materials in any manner other than directly in connection with normal use of the System or providing the Services. ECITY acknowledges that the Client Materials and all data gathered and stored in the System by Client remains property of Client and will be returned to Client within 5 business days of a written request to ECITY by Client, subject to section 1 of these General Terms and Conditions. 6. License. Upon delivery of ECITY Materials by ECITY to Client, ECITY grants to Client a non-exclusive and nontransferable license ("License")to use those ECITY Materials subject to this Agreement. Unless otherwise set forth in the Specific Terms, the License will be perpetual upon acceptance, but will terminate if acceptance does not occur within any time frame set forth in the Specific Terms or upon termination of this Agreement for Client's failure to pay or other material breach. The ECITY Materials may be used solely for Client's own business purposes, and may not be further distributed or sublicensed. Client may not reverse engineer, disassemble, decompile or otherwise attempt to derive the source code of any ECITY Materials consisting of software. 7. Client Responsibilities. Client acknowledges that Client, not ECITY, is responsible for the internal control, implementation and proper use and maintenance of the ECITY Materials and Client Materials, and for the environmental and utility requirements, proper use and maintenance of the hardware and software used by Client in accessing or using the ECITY Materials and Client Materials. Client is responsible for determining whether the ECITY Materials and Client Materials will achieve the results desired by Client. Client is responsible for the cost and maintenance of any equipment at the CLIENT's location(s) required to access or use ECITY services. 8. Limited Warranty. eCITY shall provide ECITY Materials and services under this Agreement in a professional manner consistent with accepted Internet standards. ECITY will have no responsibility for the performance of any software, hardware or third-party products, if any, that are useful for the use or operation of the ECITY Materials or Client Materials. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE eCITY MATERIALS ARE PROVIDED "AS IS", AND WITHOUT ANY OTHER EXPRESS WARRANTY AND WITHOUT ANY IMPLIED WARRANTY OF ANY KIND, INCLUDING ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR CONCERNING ITS DATA OR METHODOLOGIES. USE OF AND RELIANCE ON THE eCITY MATERIALS AND CLIENT MATERIALS BY CLIENT IS AT CLIENT'S OWN RISK. 9. Limitation of Liability. IN NO EVENT WILL ECITY BE LIABLE TO CLIENT OR ANY OTHER PERSON OR ENTITY ON ACCOUNT OF THE ECITY MATERIALS OR CLIENT MATERIALS OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT IN AN AMOUNT GREATER THAN THE FEES PAID TO ECITY UNDER THIS AGREEMENT FOR THE RELEVANT PERIOD, AND IN NO EVENT MORE THAN THE 3 MONTHS PRECEDING THE CLAIM GIVING RISE TO THE LIABILITY, AND, IN SUCH EVENT, SUCH AMOUNTS SHALL BE CREDITED TO CLIENT. eCITY WILL NOT BE LIABLE TO CLIENT OR ANY OTHER PERSON OR ENTITY FOR LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, NOR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. CLIENT ACKNOWLEDGES THAT THE SYSTEM, THE ECITY MATERIALS AND ECITY'S SERVICES WOULD NOT BE AVAILABLE OR WOULD BE AVAILABLE ONLY AT SUBSTANTIALLY INCREASED RATES WERE IT NOT FOR THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES SET FORTH IN THIS AGREEMENT. 10. Relationship of Parties. The parties are and will be, with respect to the subject matter of this Agreement, independent contractors of one another, and nothing in this Agreement will be deemed to create an agency, partnership, employment, or joint venture relationship between the parties. Neither party has any authority to enter into contracts or agreements on behalf of the other party. ECITY will not be subject to the direction of Client as to the manner of performance of the duties and responsibilities, except as expressly stated in this Agreement. 11. Notices. Notices required to be given or delivered under this Agreement must be in writing, and must be given or delivered to a party at its address as set forth below, or to another address for a party provided by notice. Notices will be deemed to have been duly given upon receipt, upon refusal of receipt or upon determination that the notice address provided is not current, is insufficient or is incorrect. 12. Disputes Venue and Governing Law. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Any controversy relating to this Agreement will be settled through consultation eCity Setup and Branding Agreement Initial: ECITY and negotiation in good faith and a spirit of mutual cooperation for up to 15 days starting on the date when one party gives written notice to the other party of any controversy. However, if those attempts fail, any such controversy will be decided by binding arbitration conducted, upon request by either party before 1 arbitrator designated by the American Arbitration Association (the"AAA"), under the AAA's Commercial Arbitration Rules, and, to the maximum extent applicable, the United States Arbitration Act(Title 9 of the United States Code). Notwithstanding anything to the contrary in this Agreement, either party may proceed to a court of competent jurisdiction to obtain equitable relief at any time. Any such proceeding may be brought in any state or federal court located in the State of Wisconsin, and all objections to personal jurisdiction or venue in any action or proceeding so commenced are waived. This Agreement is to be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to choice-of-law or conflict-of-laws provisions. 13. Severability. If any provision of this Agreement, or the application of this Agreement to any person or circumstance should, for any reason and to any extent, be held invalid or unenforceable, then the remainder of this Agreement and the application of that provision to other persons or circumstances will not be affected, but rather are to be enforced to the greatest extent permitted by law. 14. Waiver. No course of performance and no failure of any party to enforce at any time, or for any period of time, any provision of this Agreement will be construed as a waiver of any provision of this Agreement or of the right of that party to enforce each and every provision of this Agreement, and no single or partial exercise of any right under this Agreement will preclude any other or further exercise of that or any other right. 15. Entire Agreement. This Agreement, including these General Terms and Conditions and the Specific Terms, constitutes the complete agreement between the parties concerning their subject matter, and supersedes all prior or contemporaneous communications, proposals or agreements, whether or not written, relating to the subject matter of this Agreement. No amendment, modification or waiver of this Agreement is effective unless made in writing specifically referencing this Agreement and signed by an authorized representative of the party against whom it is to be enforced. If Client issues a purchase order or other instrument concerning the subject matter of this Agreement, that purchase order or instrument is solely for Client's own convenience and will not modify this Agreement. If any provision of the Specific Terms is inconsistent with any provision of these General Terms and Conditions, the provision of these General Terms and Conditions controls. eCity Setup and Branding Agreement Initial: ECITY eCityl Transactions SERVICES AND LICENSE AGREEMENT This Services and License Agreement("Agreement") is entered into as of the effective date set forth below between eCity Transactions LLC ("ECITY")and City of Palm Springs, CA ("Client") and consists of the specific terms ("Specific Terms") and the General Terms and Conditions("General Terms and Conditions"). A. SPECIFIC TERMS 1. License. ECITY hereby grants to Client a nonexclusive, nontransferable, limited license(the"License")to use the System and the reports, information, documentation and materials and other work product developed by ECITY and/or its vendors and provided to Client in connection with this Agreement("ECITY Materials"), 2. Services. ECITY will provide Client with Internet access to eCity and/or its vendor's owned utilities, systems, software, and processes kept at an ECITY and/or its vendor's site for the purpose of allowing the Client to create Internet based payment transactions("Services"). More specifically, the Services consist of: • Access to the ECity Transaction Module that will allow Client to create transaction pages ("Pages"), publish them for display and use on Client's own web site, accept transactions ("Transactions")through the Pages including payment information, handle customer research and download transaction information • Connections to at least one eCity approved payment processor("Gateway")that will allow real time authorization of credit card payments accompanying the Transactions. Client will be responsible for Gateway and credit card merchant processing ("CREDIT CARD FEES") imposed costs for processing Client's Transactions. • ACH File preparation routines ("Routines") that will allow the collection of ACH Payment Transactions ("ACH Transactions) and the presentation to Client's financial institution ("Bank") for processing. Client will be responsible for Bank costs related to their ACH processing. Additional monthly fees for eCity providing Bank with the ACH Transactions may be charged depending on the Bank requirements for receipt of files. Client will be notified of any such additional charges and explanation within a reasonable time after they are known and prior to the first delivery to Bank of ACH Transactions. • Use of an ECITY or its vendor's provided Internet address ("URL")for accessing the Pages through the Client's web site. • SSL 256-bit security on the URL. • Ongoing Client training and support. 3. Term. The initial Term of the License and period for performance of the Services is for the 12 month period from Jan 1, 2019 through December 31, 2020 ("Renewal Date"). Following the initial term, this agreement will automatically renew on a month to month basis until written notice of termination is received at least 60 days prior to desired Termination Date. 4. Payments. In return for the services described in section (2)above, Client agrees to pay eCity as follows: A monthly maintenance payment as listed in the Pricing Options attached commencing January 1st 2019 or when Client goes live with the first web page,whichever is earlier. At the initiation of this agreement, Client has selected option_1_. Pursuant to that option, monthly fees of$300_ In the event more than_700_ transactions are conducted in one calendar month through the eCity system for Client, Client agrees to pay additional fees of_$.40_per transaction in said calendar month to eCity. Client may change their option number (as listed in the attached Pricing Options) up or down provided Client notifies eCity in writing and such notice is received by eCity, prior to the start of the first affected billing month. Payments for optional services beyond those described in section (2) may be added from time to time when the scope and price of the service is mutually agreed upon by both Client and eCity. Following the initial Term of this agreement, eCity may adjust prices, provided sixty(60) days'written notice is provided to Client. Agreed And Accepted: eCity Transactions LLC Municipality: City of Palm Springs, CA A Wisconsin corporation By: By: Name: Name: aVi (kP Title: Title: C i Effective Date: Da Signed: a 9 Notice Address: 1572 Sherwood Drive Notice Address: Cedarburg, WI 53012 —Peal 3 Attn: Brian Wichman, President Attn: �IYPdnY DFi)riAi' APPROVED AS TO FORM EST: ity Clert pR1tE 17ec. 12 . ZOf APPROVED BY CITY MANAGER Initial: ECITY B. GENERAL TERMS AND CONDITIONS 1. Services and Payment. eCity will provide the Services to Client, at the rates, amounts and reasonable out-of- pocket expenses, and within the schedule, each as set forth in the Specific Terms. eCity will provide an invoice as set forth in section 4 of the Specific Terms (including accompanying detail and documentation)and Client shall pay the amount of the invoice within 30 days of receipt. If payment is late, eCity may charge a late fee of 1.5% per month, and, in addition to all other remedies provided by law or in equity, eCity may withhold Client access to the System and/or Client data stored on the System until all amounts due and payable are paid in full. Client shall reimburse eCity for all reasonable attorneys'fees and other costs incurred in connection with efforts to collect amounts due from Client under this Agreement. 2. Enhancements. eCity may provide certain ongoing enhancements or improvements in the System to Client at no additional charge. However, eCity may develop other enhancements or improvements in the System that, in eCity's sole discretion, eCity may make available to Client only upon additional payment. Client will have the opportunity to accept or decline any such enhancements or improvements, but any such enhancements requiring additional payment will only go into effect under a signed amendment to this Agreement. 3. Term and Termination. This Agreement is effective as of the date set forth below and remains in effect through the end of the term set forth in the Specific Terms, including any renewal terms, unless earlier terminated under this section. This Agreement may be extended by the parties upon mutual written agreement, and if eCity continues to provide substantially similar services, this Agreement, including payment terms, will continue in effect with respect to those services. Either party may terminate this Agreement in the event of a material breach by the other party that is not cured to the reasonable satisfaction of the non-breaching party within 30 days of written notice of that breach. Any licenses of the eCity and/or its Vendor's Materials, as defined below, are perpetual, but if termination is for failure to pay or other material breach, then each such license terminates upon written notice to Client from eCity. eCity shall not be liable for any failure, inability or delay to perform under this Agreement, if the failure, inability or delay is due to an event beyond eCity's reasonable control, including but not limited to performance of elements of the Internet. The payment provisions of the Specific Terms and sections 3 through 17 of these General Terms and Conditions survive termination. 4. Confidential Information. Each party("Receiving Party")will treat all information, tangible and intangible, it receives in connection with this Agreement that pertains to the other party("Disclosing Party") or Disclosing Party's System features, System functionality, business, plans, services, products, customers, suppliers, methods, research, inventions, ideas or property("Confidential Information"), as confidential and proprietary information of Disclosing Party, will not make any Confidential Information available to any other person (except a subcontractor who has also agreed to provisions substantially similar to this section), will use reasonable care to protect that information from theft, loss, misuse and disclosure and will not use that Confidential Information except for Receiving Party's benefit in connection with this Agreement. Receiving Party will, to the extent reasonably possible, return all Confidential Information on termination of this Agreement, including any notes, copies or other records reflecting any Confidential Information. Confidential Information does not include information that(a) is already publicly known when it is received by Receiving Party or is later made public by or for Disclosing Party on an authorized basis, (b) was independently developed by Receiving Party without reference to Confidential Information, nor(c)was known by Receiving Party prior to being received by Receiving Party in connection with this Agreement and which was not subject to an obligation of confidentiality. If Receiving Party is ordered by law to disclose Confidential Information, Receiving Party may do so but only to the extent required by applicable law and process and only after first giving Disclosing Party prompt written notice of that order. Receiving Party acknowledges that the Confidential Information is of a special and extraordinary character, and that any breach of this section will cause Disclosing Party irreparable injury and damage, and so Disclosing Party will be entitled, in addition to all other legal or equitable remedies available to it, to injunctive relief to prevent, cease or otherwise redress that breach. Confidential Information includes information made available by Disclosing Party to Receiving Party before the effective date of this Agreement. 5. Ownership. Other than Client Materials or third party materials provided for use in connection with this Agreement, all ECITY Materials and all patents, copyrights and other intellectual property rights relating to the ECITY Materials, are and remain the exclusive property of ECITY and/or its vendors. Client acknowledges that the ECITY Materials and all files and data related to operation of the System remain the property of ECITY and/or its vendors, and Client shall not attempt, or allow any other person or entity to attempt, in any manner to access or copy the ECITY Materials or those files or data in any manner other than directly in connection with normal use of the System. ECITY acknowledges that the Client Materials remain the property of Client or of third parties, and Initial: ECITY ECITY shall not attempt, or allow any other person or entity to attempt, in any manner to access or copy the Client Materials in any manner other than directly in connection with normal use of the System or providing the Services. ECITY acknowledges that the Client Materials and all data gathered and stored in the System by Client remains property of Client and will be returned to Client within 5 business days of a written request to ECITY by Client, subject to section 1 of these General Terms and Conditions. 6. License. Upon delivery of ECITY Materials by ECITY to Client, ECITY grants to Client a non-exclusive and nontransferable license("License")to use those ECITY Materials subject to this Agreement. Unless otherwise set forth in the Specific Terms, the License will be perpetual upon acceptance, but will terminate if acceptance does not occur within any time frame set forth in the Specific Terms or upon termination of this Agreement for Client's failure to pay or other material breach. The ECITY Materials may be used solely for Client's own business purposes, and may not be further distributed or sublicensed. Client may not reverse engineer, disassemble, decompile or otherwise attempt to derive the source code of any ECITY Materials consisting of software. 7. Client Responsibilities. Client acknowledges that Client, not ECITY, is responsible for the internal control, implementation and proper use and maintenance of the ECITY Materials and Client Materials, and for the environmental and utility requirements, proper use and maintenance of the hardware and software used by Client in accessing or using the ECITY Materials and Client Materials. Client is responsible for determining whether the ECITY Materials and Client Materials will achieve the results desired by Client. Client is responsible for the cost and maintenance of any equipment at the CLIENT's location(s) required to access or use ECITY services. 8. Limited Warranty. eCITY shall provide ECITY Materials and services under this Agreement in a professional manner consistent with accepted Internet standards. ECITY will have no responsibility for the performance of any software, hardware or third-party products, if any, that are useful for the use or operation of the ECITY Materials or Client Materials. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE eCITY MATERIALS ARE PROVIDED"AS IS", AND WITHOUT ANY OTHER EXPRESS WARRANTY AND WITHOUT ANY IMPLIED WARRANTY OF ANY KIND, INCLUDING ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR CONCERNING ITS DATA OR METHODOLOGIES. USE OF AND RELIANCE ON THE eCITY MATERIALS AND CLIENT MATERIALS BY CLIENT IS AT CLIENT'S OWN RISK. 9. Limitation of Liability. IN NO EVENT WILL ECITY BE LIABLE TO CLIENT OR ANY OTHER PERSON OR ENTITY ON ACCOUNT OF THE ECITY MATERIALS OR CLIENT MATERIALS OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT IN AN AMOUNT GREATER THAN THE FEES PAID TO ECITY UNDER THIS AGREEMENT FOR THE RELEVANT PERIOD, AND IN NO EVENT MORE THAN THE 3 MONTHS PRECEDING THE CLAIM GIVING RISE TO THE LIABILITY, AND, IN SUCH EVENT, SUCH AMOUNTS SHALL BE CREDITED TO CLIENT. eCITY WILL NOT BE LIABLE TO CLIENT OR ANY OTHER PERSON OR ENTITY FOR LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, NOR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. CLIENT ACKNOWLEDGES THAT THE SYSTEM, THE ECITY MATERIALS AND ECITY'S SERVICES WOULD NOT BE AVAILABLE OR WOULD BE AVAILABLE ONLY AT SUBSTANTIALLY INCREASED RATES WERE IT NOT FOR THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES SET FORTH IN THIS AGREEMENT. 10. Relationship of Parties. The parties are and will be, with respect to the subject matter of this Agreement, independent contractors of one another, and nothing in this Agreement will be deemed to create an agency, partnership, employment, orjoint venture relationship between the parties. Neither party has any authority to enter into contracts or agreements on behalf of the other party. ECITY will not be subject to the direction of Client as to the manner of performance of the duties and responsibilities, except as expressly stated in this Agreement. 11. Notices. Notices required to be given or delivered under this Agreement must be in writing, and must be given or delivered to a party at its address as set forth below, or to another address for a party provided by notice. Notices will be deemed to have been duly given upon receipt, upon refusal of receipt or upon determination that the notice address provided is not current, is insufficient or is incorrect. 12. Disputes. Venue and Governing Law. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Any controversy relating to this Agreement will be settled through consultation Initial: ECITY and negotiation in good faith and a spirit of mutual cooperation for up to 15 days starting on the date when one party gives written notice to the other party of any controversy. However, if those attempts fail, any such controversy will be decided by binding arbitration conducted, upon request by either party before 1 arbitrator designated by the American Arbitration Association (the"AAA"), under the AAA's Commercial Arbitration Rules, and, to the maximum extent applicable, the United States Arbitration Act(Title 9 of the United States Code). Notwithstanding anything to the contrary in this Agreement, either party may proceed to a court of competent jurisdiction to obtain equitable relief at any time. Any such proceeding may be brought in any state or federal court located in the State of Wisconsin, and all objections to personal jurisdiction or venue in any action or proceeding so commenced are waived. This Agreement is to be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to choice-of-law or conflict-of-laws provisions. 13. Severability. If any provision of this Agreement, or the application of this Agreement to any person or circumstance should, for any reason and to any extent, be held invalid or unenforceable, then the remainder of this Agreement and the application of that provision to other persons or circumstances will not be affected, but rather are to be enforced to the greatest extent permitted by law. 14. Waiver. No course of performance and no failure of any party to enforce at any time, or for any period of time, any provision of this Agreement will be construed as a waiver of any provision of this Agreement or of the right of that party to enforce each and every provision of this Agreement, and no single or partial exercise of any right under this Agreement will preclude any other or further exercise of that or any other right. 15. Entire Agreement. This Agreement, including these General Terms and Conditions and the Specific Terms, constitutes the complete agreement between the parties concerning their subject matter, and supersedes all prior or contemporaneous communications, proposals or agreements, whether or not written, relating to the subject matter of this Agreement. No amendment, modification or waiver of this Agreement is effective unless made in writing specifically referencing this Agreement and signed by an authorized representative of the party against whom it is to be enforced. If Client issues a purchase order or other instrument concerning the subject matter of this Agreement, that purchase order or instrument is solely for Client's own convenience and will not modify this Agreement. If any provision of the Specific Terms is inconsistent with any provision of these General Terms and Conditions, the provision of these General Terms and Conditions controls. Initial: ECITY PRICING OPTIONS ECITY pricing plans involve an ongoing monthly maintenance fee. The maintenance fee includes a certain number of transactions processed by ECITY each month; transactions beyond that number are assessed a per-transaction cost fee. To accommodate differing needs over time, ECITY offers multiple levels of monthly maintenance fees. Monthly Maintenance Fees ...........................................................see table Option Monthly #transactions Costladditional Maintenance Fee included/month transaction/month 1 $300 700 $.40 2 $500 1400 $.35 3 $700 2,400 $.30 4 $900 3,500 $.28 5 $1,100 5,000 $.25 Prices are for one Administrative Site. An Administrative Site processes credit cards to a single merchant ID and ACH transaction deposits to a single checking account. (It has nothing to do with the number of login IDs utilized). Additional Administrative sites, to segregate transactions or to process to different merchant IDs and/or checking accounts, can be licensed for a one time$1,000 fee and $100 per month for each additional Administrative Site. Volumes for multiple Administrative Sites can be combined for tier pricing purposes. Initial: ECITY CONTRACT ABSTRACT Contract Company Name: eCity Transactions Company Contact: Brian Wichman Summary of Services: Online Transaction Systems Contract Price: NTE $4,500 Funding Source: 001-1300-42950 Contract Term: 1 year Contract Administration Lead Department: Finance Department Contract Administrator: Ariana Muniz Contract Approvals Council/ Community Redevelopment Agency Approval Date: Approved by City Manager Ready 1 213 0/2 0 1 9 Item No./ Resolution Number: Agreement No: A8431 Contract Compliance Exhibits: Signatures: Insurance: Bonds Contract prepared by: Submitted on: 01/06/2020 By: Ariana Muni eCityl Transactions SETUP AND BRANDING AGREEMENT This Setup and Branding Agreement(°Agreement°)is.entered into as of the effective date set forth below between eCity Transactions LLC CECfrlr)and . City of Palm Springs, CA ("Client')and consists of the specific terms(°Specific Terms')and the General Terms and Conditions("General Terms and Condi0ons"). A. SPECIFIC TERMS 1. Services. ECITY will provide Client the services("SERVICES")detail below More specifically,the Services consist of: • Initial training on the components and use of the eCity online Transaction System. • Five(5)eCity created transaction pages over the period of one(1)year. After one(1)year from the original agreement period and/or after eCfty has created five(5)transaction pages for the client,client will have the option of having eCity create additional transactions for a,one time cost of$100 per transaction page. Client will have the ability to create their own transaction pages using the included ECITY utilities during the term of this contract for no additional fee. • One(1)year of customized report or customized download file creation. After one(1)year, Client will have the ECITY create additional customized reports or download files at the fee proposed by eCity at that time. • Blending of the transaction pages to the Clients website. 2. Payments. In return for the services described In section(2)above,Client agrees to pay ecity as follows:A payment of$4500 shall be due January 1 e 2020. Agreed And Accepted: i eCity Transactions LLC Municipality:City of Palm Springs,CA A Wisconsin corporation i ,�- Name: r Name: Title: a Title: C'- Effective Date- 2` 3 Date Signed: 12 ILq NeticeAddress: 1572Shervroad rive Notice Address: 320o 'iTfR1 Cedarburg,WI 53012 was Attn: Brian Wichman, President Attn:Ar n Dintr 1=Of 1 ity Cler 1111110 lac IZ �g APPROB BY errYMANAGER _ I B. GENERAL TERMS AND CONDITIONS i. Services and Payment eCity will provide the Services to Client,at the rates,amounts and reasonable out-of- pocket expenses,and within,the schedule,each as set forth in the Specific Terms. eCity will provide an invoice as set forth in section 4 of the Specific Terns(including accompanying detail and documentation)and Client shall pay the amount of the invoice within 30 days of receipt If payment is late,eC4 may charge a late fee of 1.5% per month,and,In addition to all other remedies provided by law or in equity,eCity may withhold Client access to the System and/or Client data stored on the System until all amounts due and payable are paid in full. Client shall reimburse eCky for all reasonable attomeys'fees and other costs incurred in connection with efforts to collect amounts due from Client under this Agreement. 2. Enhancements. eCity may,provide certain ongoing enhancements or Improvements in the System to Client at no additional charge. However,eClty may develop other enhancements or improvements In the System that,in eCity's sole discretion, eCity may make available to Client only upon additional payment Client will have the opportunity to acceptor decline any such enhancements or improvements,but any such enhancements requiring additional payment will only go into effect under a signed amendment to this Agreement. 3. Term and Termination. This Agreement is effective as of the date set forth below and remains In effect through the.end of the term set forth in the Specific Terms, including any renewal terns, unless earlier terminated under this section. This Agreement may be extended by the parties upon mutual written agreement, and if eClty continues to provide substantially similar services,this Agreement,including payment terns,will continue in effect with respect to those services. Either party may terminate this Agreement in the event of a material breach by the other party that is not cured to the reasonable satisfaction of the non-breaching party within 30 days of written notice of that breach. Any licenses of the eCity and/or its Vendor's Materials,as defused below, are perpetual,but if termination is for failure to pay or other material breach,then each such license terminates upon written notice to Client from eCity. eCity shall not be liable for any failure, inability or delay to perform under this Agreement,if the failure,inability or delay Is due town event beyond eCity's reasonable control, including but not limited to performance of elements of the Internet The payment provisions of the Specific Terms and sections 3 through 17 of these General Terms and Conditions survive termination. 4. Confidential Information. Each party(°Receiving Party')will treat all information,tangible and intangible, it receives in connection with this Agreement that pertains to the other party(°Disclosing Party")or Disclosing Parry's System features,System functionality,business,plans,services, products,customers,suppliers, methods, research, inventions,ideas or property("Confidential information"),as confidential and proprietary Information of Disposing Party,will not make any Confidential Information available to any other person(except a subcontractor who has also agreed to provisions substantially similar to this section),will use reasonable care to protect that information from theft,loss, misuse and disclosure and will not use that Confidential information except for Receiving Party s benefit in connection with this Agreement Receiving Party will,to the extent reasonably possible,return all Confidential Information on termination of this Agreement,Including any notes, copies or other records reflecting any Confidential Information. Confidential Information does not include information that(a)is already publicly known when it is received by Receiving Party or is later made public by or for Disclosing Party on an authorized basis,(b)was independently developed by Receiving Party without reference to Confidential information, nor(c)was known by Receiving Party prior to being received by Receiving Party In connection with this Agreement and which was not subject to an obligation of confidentiality. If Receiving Party is ordered bylaw to disclose Confidential Information,Receiving Party may do so but only to the extent required by applicable law and process and only after first giving Disclosing Party prompt written notice of that order. Receiving Party acknowledges that the Confidential Information is of a special and extraordinary character, and that any breach of this section will cause Disclosing Party Irreparable injury and damage,and so Disclosing Party will be entitled, in addition to all other legal or equitable remedies available to it,to injunctive relief to prevent,cease or otherwise redress thatbreach. Confidential Information includes information made available by Disclosing Party to Receiving Party before the effective date of this Agreement. 5. Ownership. Other than Client Materials or third party materials provided for use in connection with this Agreement,all ECITY Materials and all patents,copyrights and other intellectual property rights relating to the ECITY Materials, are and remain the exclusive property of ECITY and/or its vendors. Client acknowledges that the ECITY Materials and all files and data related to operation of the System remain the propertyof ECITY and/or its vendors,and Client shall not attempt,or allow any other person or entity to attempt,In any manner to access or copy the ECITY Materials or those files or data in any manner other than directly in connection with normal use of the System. ECITY acknowledges that the Client Materials remain the property of Client or of third parties,and eCity Setup and Branding Agreement InItial: ECRY ECITY shall not attempt,or allow any other person or entity to attempt,in any manner to access or copy the Client Materials in any manner other than directly in connection with normal use of the System or providing the Services. ECITY acknowledges that the Client Materials and all data gathered and stored in the System by Client remains property of Client and will be returned to Client within 5 business days of a written request to ECITY by Client, subject to section 1 of these General Terms and Conditions. 6. License. Upon delivery of ECITY Materials by ECITY to Client, ECITY grants to Client a non-exclusive and nontransferable license(°License°)to use those ECITY Materials subject to this Agreement Unless otherwise set forth in the Speck Terms,the License will be perpetual upon acceptance,but will terminate If acceptance does not occur within any time frame set forth in the Specific Terms or upon termination of this Agreement for Client's failure to pay or other material breach. The ECITY Materials may be used solely for Client's own business purposes,and may not be further distributed or sublioensed. Client may not reverse engineer, disassemble,deoomple or otherwise attempt to derive the source code of any ECITY Materials consisting of software. 7. Client Responsibilities. Client acknowledges that Client, not ECITY,is responsible for the Internal control, implementation and proper use and maintenance of the ECITY Materials and Client Materials,and for the environmental and utility requirements,proper use and maintenance of the hardware and software used by Client in accessing or using the ECITY Materials and Client Materials. Client is responsible for determining whether the ECITY Materials and Client Materials will achieve the results desired by Client Client is responsible for the cost and maintenance of any equipment at the CLIENTS location(s)required to access or use ECITY services. B. Limited Warranty eCITY shall provide ECITY Materials and services under this Agreement in a professional mannerconslstent with accepted Internet standards. ECITY will have no responsibility for the performance of any software, hardware or third-party products, if any,that are useful for the use or operation of the ECITY Materials or Client Materials. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION,THE eCITY MATERIALS ARE PROVIDED'AS IS-,AND WITHOUT ANY OTHER EXPRESS WARRANTY AND WITHOUT ANY IMPLIED WARRANTY OF ANY KIND, INCLUDING ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR CONCERNING ITS DATA OR METHODOLOGIES. USE OF AND RELIANCE ON THE eCITY MATERIALS AND CLIENT MATERIALS BY CLIENT IS AT CLIENTS OWN RISK 9. Limitation of Liability. IN NO EVENT WILL ECITY BE LIABLE TO CLIENT OR ANY OTHER PERSON OR ENTITY ON ACCOUNT OF THE ECITY MATERIALS OR CLIENT MATERIALS OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT IN AN AMOUNT GREATER THAN THE FEES PAID TO ECITY UNDER THIS AGREEMENT FOR THE RELEVANT PERIOD,AND IN NO EVENT MORE THAN THE 3 MONTHS PRECEDING THE CLAIM GIVING RISE TO THE LIABILITY,AND,IN SUCH EVENT,SUCH AMOUNTS SHALL BE CREDITED TO CLIENT. eCITY WILL NOT BE LIABLE TO CLIENT OR ANY OTHER PERSON OR ENTITY FOR LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, NOR FOR ANY DIRECT, INDIRECT,SPECIAL,INCIDENTAL,CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND,WHETHER UNDER THIS AGREEMENT OR OTHERWISE,EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. CLIENT ACKNOWLEDGES THAT THE SYSTEM,THE ECITY MATERIALS AND ECITY'S SERVICES WOULD NOT BE AVAILABLE OR WOULD BE AVAILABLE ONLY AT SUBSTANTIALLY INCREASED RATES WERE IT NOT FOR THE LIMITATIONS OF LIABILITYAND THE DISCLAIMERS OF WARRANTIES SET FORTH IN THIS AGREEMENT. 10. Relationship of Parties. The parties are and will be,with respect to the subject matter of this Agreement, independent contractors of one another,and nothing in this Agreement will be deemed to create an agency, partnership,employment,or joint venture relationship between the parties. Neither party has any authority to enter Into contracts or agreements on behalf of the other party. ECITY will not be subject to the direction of Client as to the manner of performance of the duties and responsibilities,except as expressly stated in this Agreement 11. Notices. Notices required to be given or delivered under this Agreement must be in writing, and must be given or delivered to a party at its address asset forth below,or to another address for a party provided by notice. Notices will be deemed to have been duly given upon receipt, upon refusal of receipt or upon determination that the notice address provided is not current, is insufficient or Is incorecL 12. Disputes.Venue and Governing Law. The parties acknowledge that this Agreement evidences a transaction Involving Interstate commerce. Any controversy relating to this Agreement will be settled through consultation eCity Setup and Branding Agreement initial: ECRY and negotiation In good falth and a spirit of mutual cooperation for up to 15 days starting on the date when one party gives written notice to the other party of any controversy. However, if those attempts fall,any such controversy will be decided by binding arbitration conducted, upon request by either party before 1 arbitrator designated by the American Arbitration Association'(the°AAA'),under the AAA's Commercial Arbitration Rules, and,to the maximum extent applicable,the United States Arbitration Act(Title 9 of the United States Code). Notwithstanding anything to the contrary in this Agreement, either party may proceed to a court of competent Jurisdiction to obtain equitable relief at any time. Any such proceeding may be brought In any state or federal court located in the State of Wisconsin,and all objections to personal jurisdiction or venue In any action or proceeding so commenced are waived. This Agreement is to be governed by and construed in accordance with the laws of the State of Wisconsin,without regard to choice-of-law or conflict-of-taws provisions. 13. Severabii'ity. If any provision of this Agreement,or the application of this Agreement to any person or circumstance should,for any reason and to any extent, be held invalid or unenforceable,then the remainder of this Agreement and.the application of that provision to other persons or circumstances will not be affected,but rather are to be enforced to the greatest extent permitted by law, 14. Waiver. No course of performance and no failure of any party to enforce at any time, or for any period of j time,any provision of this Agreement will be construed as a waiver of any provision of this Agreement or of the right of that party to enforce each and every provision of this Agreement, and no single or partial exercise of any right under this Agreement will preclude any other or further exercise of that or any other right 15. Entire Agreement This Agreement,including these General Terms and Conditions and the Specific Terms, constitutes the complete agreement between the parties concerning their subject matter,and supersedes all prior or contemporaneous communications, proposals or agreements,whether or not written,relating to the subject matter of this Agreement No amendment,modification or waiver of this Agreement is effective unless made in writing specifically referencing this Agreement and signed by an authorized representative of the party against I whom it is to be enforced. If Client issues a purchase order or other instrument concerning the subject matter of this Agreement,that purchase order or instrument is solely for Client's own convenience and will not modify this Agreement If any provision of the Specific Terms Is inconsistent with any provision of these General Terms and Conditions,the provision of these General Terms and Conditions controls. eCity Setup and Branding Agreement Initlat• ECIiY - - eCitylTransactions SERVICES AND UCENSE AGREEMENT This Services and License Agreement(°Agreement")is entered into as of the effective date set forth below between eCity Transactions LLC("ECITY")and City of Palm Sprinps. CA . (°Client")and Consists of the specific terms(°Specific Terms")and the General Terms and Conditions(°General Terms and Conditions"). A SPECIFIC TERMS 1. License. ECITY hereby grants to Client a nonexclusive, nontransferable, limited license(the°License°)to use the System and the reports, Information,documentation and materials and other work product developed by ECITY and/or its vendors and provided to Client in connection with this Agreement("ECITY Materials'), 2. Services. ECITY will provide Client with Internet access to eCity and/or its vendor's owned utilities, systems, software,and processes kept at an ECITY and/or its vendor's site for the purpose of allowing the Client to create Internet based payment transactions(°Services"). More specifically,the Services consist of: • Access to the ECity Transaction Module that will allow Client to create transaction pages("Pages"), publish them for display and use on Client's own web site,accept transactions("Transactions")through the Pages including payment information,handle customer research and download transaction information • Connections to at least one eCity approved payment processor("Gateway").that will allow real time authorization of credit card payments accompanying the Transactions.Client will be responsible for Gateway and credit card merchant processing('CREDIT CARD FEES")imposed costs for processing Clients Transactions. • ACH File preparation routines("Routines")that will allow the collection of ACH Payment Transactions ("ACH Transactions)and the presentation to Client's financial institution("Bank")for processing. Client will be responsible for Bank costs related to their ACH processing. Additional monthly fees for eCity providing Bank with the ACH Transactions may be charged depending on the Bank requirements for receipt of files. Client will be notified of any such additional charges and explanation within a reasonable time after they are known and prior to the first delivery to Bank of ACH Transactions. • Use of an ECITY or its vendor's provided Internet address CURL")for accessing the Pages through the Client's web site. • SSL 256-bit security an the URL. • Ongoing Client training and support 3. Term. The initial Tenn of the License and period for performance of the Services is for the 12 month period from Jan 1,2019 through December 31,2020("Renewal Date"). Following the initial term,this agreement will automatically renew on a month to month basis until written notice of termination is received at least 60 days prior to desired Termination Date. 4. Payments. In return for the services described in section(2)above,Client agrees to pay eCity as follows:A monthly maintenance payment as listed in the Pricing Options attached commencing January IN 2019 or when Client goes rive with the first web page,whichever is earlier. At the initiation of this agreement,Client has selected option_1_. Pursuant to that option, monthly fees of$300_In the event more than 700, transactions are conducted In one calendar month through the eCity system for Client, Client agrees to pay additional fees of $.40_per transaction in said calendar month to eCity.Client may change their option number (as listed in the attached Pricing Options)up or down provided Client notifies eCity,in writing and such notice is received by eCity prior to the start of the first affected billing month.Payments for optional services beyond those described In section(2)may be added from time to time when the scope and price of the service is mutually agreed upon by both Client and eCity. Following the initial Term of this agreement,eCity may adjust prices, provided sbdy(60)days'written notice is provided to Client. Agreed And Accepted: eCity Transactions LLC Municipality: City of Palm Springs,CA A Wisconsin corporation gy:_��..-ram �P/,-�i"f���_ - Syr: , Name:.77. "„-`�.J:r Jr> : _ .. . . - Name: uu" CAP Title: Title: Zr" Effective Date: /zoz: Da Signed; 4 NoticeCedar Address: /z d Drive Notice Address: F.� -fF1 C t n u WI 630f2Sherw Attn:Brian Wichman, President Attu: Arl ; . SirV'-Z Q+ FkLttF AWROMAS 70 FORIM ZiCler T: -�p7 .. PA. n "2 ZOjtp APPROVED BY CITY MANAGER Inrdat ECITY B. GENERAL TERMS AND CONDITIONS 1. Services and Payment eCity will provide the Services to Client,at the rates,amounts and reasonable out-of-- pocket expenses,and within the schedule,each as set forth in the Specific Terms. eCity will provide an invoice as set forth in section 4 of the Specific Terms(including accompanying detail and documentation)and Client shall pay the amount of the invoice within 30 days of receipt. If payment is late,eCity may charge a late fee of 1.5% per month,and,in addition to all other remedies provided by law or in equity,eCity may withhold Client access to the System and/or Client datai stored on the System until all amounts due and payable are paid in full. Client shall reimburse eCity for all reasonable attorneys'fees and other costs incurred in connection with efforts to collect amounts due from Client under this Agreement 2. Enhancements eCity may provide certain ongoing enhancements or improvements in the System to Client at no additional charge. However,eCity may develop other enhancements or Improvements in the System that in eCity's sole discretion, eCity may make available to Client only upon additional payment Client will have the opportunity to accept or decline any such enhancements or improvements,but any such enhancements requiring additional payment will only go into effect under a signed amendment to this Agreement 3. Term and Termination. This Agreement is effective as of the date set forth below and remains in effect through the-and of the term set forth in the Specific Terms,including any renewal terms,unless earlier terminated under this section. This Agreement may be extended by the parties upon mutual written agreement,and if eCity continues to provide substantially similar services,this Agreement,including,payment terms,will continue in effect with respect to those services. Either party may terminate this Agreement in the event of a material breach by the other party that is not cured to the reasonable satisfaction of the non-breaching party within 30 days of written notice of that breach. Any licenses of the eCity and/or its Vendor's Materials,as defined below,are perpetual,but if termination is forfatlure to pay or other material breach,then each such license terminates upon written notice to Client from eCity. eCity,shall not be Gable for any failure,Inability or delay to perform under this Agreement,if the failure, inability or,delay is due to an event beyond eCity's reasonable control, including but not limited to performance of elements of the Internet The payment provisions of the Specific Terns and sections 3 through 17 of these General Terms and Conditions survive termination. 4. Confidential Information. Each party(°Receiving Party")will treat all information,tangible and intangible, it receives in connection with this Agreement that pertains to the other party('Disclosing Party°)or Disclosing Party's System features,System functionality,business,plans,services, products,customers, suppliers, methods, research,inventions, ideas or property(°Confidential Information'), as confidential and proprietary information of Disclosing Party,will not make any Confidential Information available to any other person(except a subcontractor who has also agreed to provisions substantially similar to this section),will use reasonable care to. protect that information from theft,loss,misuse and disclosure and will not use that Confidential Information except for Receiving Party's benefit in connection with this Agreement Receiving Party will,to the extent reasonably possible,return all Confidential Information on termination of this Agreement,including any notes, copies or other records reflecting any Confidential Information. Confidential Information does not include information that(a)is already publicly known when it is received by Receiving Party at is later made public by or for Disclosing Party on an,authorized basis, (b)was independently developed by Receiving Party without reference to Confidential Information,nor(c)was known by Receiving Party prior to being received by Receiving Party In connection with this Agreement and which was not subject to an obligation of confidentiality. If Receiving Party is ordered by law to disclose Confidential Information, Receiving Partyy may do so but only to the extent required by applicable law and process and only after first giving Disclosing Party prompt written notice of that order. Receiving Party acknowledges that the Confidential Information is of a special and extraordinary character, and that any breach of this section will cause Disclosing Party irreparable injury and damage,and so Disclosing Party will be entitled,in addition to all other legal or equitable remedies available to it,to injunctive relief to prevent,cease or otherwise redress that breach. Confidential Information includes information made available by Disclosing Party to Receiving Party before the effective date of this Agreement 5. Ownershio. Other than Client Materials or third party materials provided for use In connection with this Agreement,all ECITY Materials and all patents,copyrights and other intellectual property rights relating to the ECITY Materials,are and remain the exclusive property of ECITY and/or its vendors. Client acknowledges that the ECITY Materials and all files and data related to operation of the System remain the property of ECITY and/or its vendors,and Client shall not attempt,or allow any other person or entity to attempt, in any manner to access or copy the ECITY Materials or those files or data in any manner other than directly in connection with normal use of the System. ECITY acknowledges that the Client Materials remain the property of Client or of third parties,and I Initial: ECRY-- ECITY shall not attempt,or allow any other person or entity to attempt, In any manner to access or copy the Client Matedals in any manner other than directly in connection with normal use of the System or providing the Services. ECITY acknowledges that the Client Materials and all data gathered and stored in the System by Client remains property of Client and will be returned to Client within 5 business days of a written request to ECITY by Client, subject to section 1 of these General Terms and Conditions. S. License. Upon delivery of ECITY Materials by ECITY to Client,ECITY grants to Client a non-exclusive and nontransferable license('License')to use those ECITY Materials subject to this Agreement Unless otherwise set forth in the Specific Terms,the License will be perpetual upon acceptance, but will terminate if acceptance does not occur within any time frame set forth in the Specific Terms or upon termination of this Agreement for Clients failure to pay or other material breach. The ECITY Materials may be used solely for Clients own business purposes,and may not be further distributed or sublicensed. Client may not reverse engineer, disassemble,decompile or otherwise attempt to derive the source code of any ECITY Materials consisting of software. 7. Client Responsibilities. Client acknowledges that Client, not ECITYJs;responsible for the internal control, implementation and proper use and maintenance of the ECITY Materials and Client Materials, and forthe environmental and utility requirements,proper use and maintenance of the hardware and software used by Client in accessing or using the ECITY Materials and Client Materials. Client is responsible for determining whether the ECITY Materials and Client Materials will achieve the results desired by Client Client is responsible for the cost and maintenance of any.equipment at the CLIENTS location(s)required to access or use ECITY services. 8. Limited Warranty. eCITY shall provide ECITY Materials and services under this Agreement in a professional manner consistent with accepted Internet standards. ECITY will have no responsibility for the performance of any software, hardware or third-party products, if any,that are useful for the use or operation of the ECITY Materials or Client Materials. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION,THE eCITY MATERIALS ARE PROVIDED°AS IS',AND WITHOUT ANY OTHER EXPRESS WARRANTY AND WITHOUT ANY IMPLIED WARRANTY OF.ANY KIND,INCLUDING ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR CONCERNING ITS DATA OR METHODOLOGIES. USE OF AND RELIANCE ON THE eCITY MATERIALS AND CLIENT MATERIALS BY CLIENT IS AT CLIENTS OWN RISK 9. Limitation of Liability. IN NO EVENT WILL ECITY BE LIABLE TO CLIENT OR ANY OTHER PERSON OR ENTITY ON ACCOUNT OF THE ECITY MATERIALS OR CLIENT MATERIALS OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT IN AN AMOUNT GREATER THAN THE FEES PAID TO ECITY UNDER THIS AGREEMENT FOR THE RELEVANT PERIOD,AND IN NO EVENT MORE THAN THE 3 MONTHS PRECEDING THE CLAIM GIVING RISE TO THE LIABILITY,AND, IN SUCH EVENT, SUCH AMOUNTS SHALL BE CREDITED TO CLIENT. eCITY WILL NOT BE LIABLE TO CLIENT OR ANY OTHER PERSON OR ENTITY FOR LOSS OF PROFITS,LOSS OF USE, LOSS OF DATA,INTERRUPTION OF BUSINESS, NOR FOR ANY DIRECT,INDIRECT,SPECIAL, INCIDENTAL,CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND,WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. CLIENT ACKNOWLEDGES THAT THE SYSTEM,,THE ECITy MATERIALS AND Earn SERVICES WOULD NOT BE AVAILABLE OR.WOULD BE AVAILABLE ONLY AT SUBSTANTIALLY INCREASED RATES WERE IT NOT FOR THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES SET FORTH IN THIS AGREEMENT. 10. Relationship of Parties. The parties are and will be,with reseed to the subject matter of this Agreement, independent contractors of one another, and nothing in this Agreement will be deemed to create an agency, partnership,employment,or joint venture relationship between the parties. Neither party has any authority to enter into contracts or agreements on behalf of the other party. ECITY will not be subject to the direction of Client as to the manner of performance of the duties and respdnsibilities,except as expressly stated in this Agreement 11. Notices. Notices required to be given or delivered under this Agreement must be in writing,and must be given or delivered to a party at its address as set forth below,or to another address for a party provided by notice. Notices will be deemed to have been duly given upon receipt, upon refusal of receipt or upon determination that the notice address provided is not current, is Insufficient or is incorrect. 12. Disputes.Venue and Governing Law. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Any controversy relating to this Agreement will be settled through consultation InNat Ecrry l and negotiation in good faith and a spirit of mutual cooperation for up to 15 days starting on the date when one party gives written notice to the other party of any controversy. However,if those attempts fail,any such controversy will be decided by binding arbitration conducted, upon request by either party before 1 arbitrator designated by the American Arbitration Association(the°AAA"),under the AAA's Commercial Arbitration Rules, and,to the maximum extent applicable,the United States Arbitration Act(Titre 9 of the United States Code). Notwithstanding anything to the contrary in this Agreement, either party may proceed to a court of competent jurisdiction to obtain equitable relief at any time. Any such proceeding may be brought in any state or federal court located in the State of Wisconsin,and all objections to personal jurisdiction or venue in any action or proceeding so commenced are waived. This Agreement is to be governed by and construed in accordance with the laws of the State of Wisconsin,without regard to choice-of-law or conflict-of-laws provisions. 13. Severability: if any provision of this Agreement,or the application of this Agreement to any person or circumstance should,for any reason and to any extent, be held invalid or unenforceable,then the remainder of this Agreement and the application of that provision to other persons or circumstances will not be affected,but rather are to be enforced to the greatest extent permitted by law. 14. Waiver. No course of performance and no failure of any party to enforce at any time, or for any period of time, any provision of this Agreement will be construed as a waiver of any provision of this Agreement or of the right of that party to enforce each and every provision of this Agreement,and no single or partial exercise of any right under this Agreement will preclude any other or further exercise of that or any other right. 15. Entire Agreement. This Agreement,including these General Terms and Conditions and the Specific Terms, constitutes the complete agreement between the parties concerning their subject matter, and supersedes all prior or contemporaneous communications, proposals or agreements,whether or not written, relating to the subject matter of this Agreement No amendment, modification or waiver of this Agreement is effective unless made in writing specifically referencing this Agreement and signed by an authorized representative of the party against whom it is to be enforced. If Client issues a purchase order or other instrument concerning the subject matter of this Agreement,that purchase order or instrument is solely for Client's own convenience and will not modify this Agreement If any provision of the Specific Terms is inconsistent with any provision of these General Terms and Conditions,the provision of these General Terms and Conditions controls. i i Initiat EC" PRICING OPTIONS ECITY pricing plans Involve an ongoing monthly maintenance fee.The maintenance fee Includes a certain number of transactions processed by ECITY each month; transactions beyond that number are assessed a per-transaction cost fee.To accommodate differing needs over time, ECITY offers multiple levels of monthly maintenance fees. Monthly Maintenance Fees ...........................................................see table Option Monthly 9transactions Cosdadditional Maintenance Fee Includedimonth transactionimonth 1 $300 700 $.40 2 $500 1400 $.35 3 _ $700 2,400 $.30. 4_ $900' 3,500 $.28 5 $1100 5000 $.25 Prices are for one Administrative Site. An Administrative Site processes credit cards j to a single merchant ID and ACH transaction deposits to a single checking account (It has nothing to do with the number of login IDs utilized). Additional Administrative sites,to segregate transactions or to process to different merchant IDs and/or checking accounts,can be licensed for a one time$1,000 fee and$100 per month for each additional Administrative Site. Volumes for multiple I! Administrative Sites can be combined for ter pricing purposes. 1 ' Initial: ECITY ExemptionCertificate of . Workers' Compensation Insurance TO: City of Palm Springs ATTN. City Clerk and Risk Manager SUBJECT. Sole Proprietor/Partnership/Closely Held Corporation with No Employees Please let this memorandum notify the City of Palm Springs that I am a ❑ sole proprietor 0 partnership ❑ closely held corporation and do not have any employees whose employment requires me to carry workers' compensation insurance. Therefore, I do not cant' workers' compensation insurance coverage. I further warrant that I understand the requirements of Section 3700, et seq., of the California Labor Code with respect to providing Workers' Compensation coverage for any employees. I agree to comply with the code requirements and all other applicable laws and regulations regarding workers' compensation, payroll taxes, FICA and tax withholding and similar employment issues. I further agree to hold the City of Palm Springs harmless from loss or liability which may arise from the failure to comply with any such laws or regulations. <!�.• fi.f l � Risk Management Approval: Contractor Signature e C, Tciura�icur L.t.e Printed-Name of Contractor Date Date I