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HomeMy WebLinkAboutR-2020-088 MySidewalk to Develop Riverside Operating System RESOLUTION NO. R-2020-088 A RESOLUTION ACCEPTING THE PROPOSAL FROM MYSIDEWALK, INC. TO DEVELOP THE RIVERSIDE OPERATING SYSTEM BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS THAT the Board of Aldermen accepts and approves mySidewalk, Inc.'s proposal (attached) in the initial amount of $18,400 to develop the Riverside Operating System, and the Mayor is authorized to sign the proposal on behalf of the City; and FURTHER THAT the Mayor is authorized to sign on behalf of the City the Software-As-A- Service Agreement with mySidewalk, Inc. in a form approved by the City Attorney; and FURTHER THAT the Mayor, the City Administrator, and other appropriate City officials are hereby authorized to take any and all actions as may be deemed necessary or convenient to carry out and comply with the intent of this Resolution and to execute and deliver for and on behalf of the City all certificates, instruments, agreements and other documents, as may be necessary or convenient to perform all matters herein authorized. PASSED AND ADOPTED by the Board of Aldermen of the City of Riverside Missouri the 1= `t_day of September, 2020. l� Kathleen L. Rose, Mayor ATTEST: Robin Kincaid, City Clerk EXHIBIT A Scope of Work 13 4826-3682-4460.2 DocuSign Envelope ID:3478569D4FCB4A28-92C2-C72B7B239BD8 August 10, 2020 mySidewalk Riverside, MO Operating System Phase 1 Informational - Establishing Current Baselines Presented to: Riverside, MO // mySIdevial k // DocuSign Envelope ID:3478569D-4FCB-4A28-92C2-C72B7B239BD8 Riverside, MO Operating System Phase 1 Informational Overview The City of Riverside has always been "Upstream from Ordinary" and committed to turning what its residents can dream up into the community of the future. Because of this partnership with residents, and an ongoing commitment to providing best in class services and amenities, the City has seen dramatic change.The progress made in the last 15 years is unprecedented in the region. Now the City of Riverside is in need of a new way to plan, engage residents, and continue to lead. After getting the chance to talk with the Aldermen, it is clear that to better understand how to craft a vision for the community's future, it will require a good understanding of the makeup, trends, and conditions of residents.The data will be used to design an engagement strategy and to track changes and strategic projects in the months and years ahead. Improvements in technology, the availability of data, new community involvement techniques and expectations are allowing for new methods of governance and better decision making. Riverside is once again poised to be a national leader - providing a blueprint for how citizen engagement and data driven decision making can create more successful and livable communities for all. About mySidewalk A culture of innovation requires the right people and tools. mySidewalk is a technology platform providing data science for public service. Working with more than 300 communities across the U.S.the mySidewalk team and platform combine millions of data points, city planning expertise, and a beautiful storytelling technology platform to uncover insights, engage residents, and communicate progress. To build Riverside's plan for the future we propose an iterative process (pulling from Lean and Agile methodologies).Taking each step one at a time, we can right-size the effort and learn from previous work to find the optimal path. Capitalizing on a shared history and common vision, mySidewalk will help city staff to a) establish current baselines, b) engage residents, c) communicate progress, and d) ultimately improve the community. "1 want to be able to stop a resident on the street, have them know where Riverside is today, where it will be tomorrow, and have them tell me how they are involved." 304 W.8th St. Kansas City,MO 64105 www.mysidewalk.com DocuSign Envelope ID:3478569D-4FCB-4A28-9202-C72B7B239BD8 Riverside, MO Operating System Phase 1 Informational Phase 1 - Establishing Current Baselines and Community Engagement Vision For phase 1, mySidewalk proposes working with Aldermen,Administrators, and Department Heads at the City of Riverside, MO to establish current baselines.This includes the following proposed work: 1. City-Wide Data Inventory - work with leadership to inventory the available datasets that are created and stored in internal data systems. After completing the inventory, identify key operational datasets for use in future phases and that will become the underpinning for the Riverside Operating System. 2. Community Profile Dashboard - create a baseline for the population, demographics, and place-based indicators for the community. Not only will this baseline be useful to identify community strengths and opportunities, but it will also be vital in tracking long-term progress. Furthermore, it will inform the public engagement process, helping define representative numbers for who should be contacted, and potential strategies and vulnerabilities within. 3. Alderman Workshop - workshop with stakeholders to define the attributes and desired outcomes for this new effort. We will specifically define what success looks like for the community engagement process and the community vision. These definitions will be used to design the engagement work aheadSpecific attention will be paid to defining the type of public process that allows for a comprehensive view of the community. 4. Recommended Next Steps - Based on the findings from the data inventory, community profile dashboard, and Alderman workshop, the team will present recommendations for the work and team needed for the next phase. How mySidewalk Helps: • We mobilize new resources to help cities move from being reactive to predictive • We drive insights through our data science expertise to inform better decisions • Our open, mobile friendly, ADA accessible platform builds trust and transparency • Our expertise helps promote equitable communities and cross-agency collaboration • Our structured processes create the alignment needed for systemic transformation • Everything we do democratizes data, empowers better decision making and an builds an informed community © mYSIC>12V(Lsrllk ,,f,,,,,ZZ,f,�,�,� 304 W.8th St. Kansas city,MO 64105 www.mysidewalk.com DocuSign Envelope ID:3478569D-4FCB-4A28-92C2-C72B7B239BD8 Riverside, MO Operating System Phase 1 Informational Product Package mySidewalk will work with the customer to deliver all work in alignment with the Exhibits below. Jump to: Implementation Package Investment Summary Exhibit A - Community Profile Dashboard Exhibit B - Data Inventory Exhibit C - ADA Accessibility 304 W.8th St Kansas City,MO 64105 www.mysidewalk.com DocuSign Envelope ID:3478569D4FCB-4A28-92C2-C72B7B239BD8 Riverside, MO Operating System Phase 1 Informational Implementation Package Below is an outline of work to be completed. As the partnership gets underway, mySidewalk will work with the customer to finalize this timeline with specific dates. Activities Deliverable Project Milestone meetings:Kickoff call, Management scheduling data inventory and alderman • meetings meetings workshops,bi-weekly check in calls • Project timeline Project timeline in alignment with scope Workshops Phase 1 Data inventory workshop: Initial data inventory session,KPI definition • 2 data inventory workshop session sessions(up to 90 min each) • 2 Alderman workshops(up Alderman Workshop:Community to 2 hours) engagement and definition,including a presentation of the data inventory and community profile.The final presentation will also include best practices and trends from other communities. Alderman Presentation:Presentation of next steps and a framework for the path ahead. Products Dataset Catalog: This will include the • City-Wide dataset catalog source,location,and frequency of updates (see:example) • Community Profile dashboard (see:example) Dashboard Build (temp/ated copy)* • Templated data storytelling for finished mySidewalk data library dashboard • Written recommendations indicators** for Phase II-delivered in slide presentation Next Steps slide presentation • Sign off on delivery 'Future copy changes are the responsibility of the customer. —Additional indicators may be purchased. 304 W.8th St. Kansas City,MO 64105 www.mysidewalk.com DocuSign Envelope ID:3478569D-4FCB-4A28-92C2-C72B7B239BD8 Riverside, MO Operating System Phase 1 Informational Customer Responsibilities To keep the work on time and in scope, mySidewalk will expect the following from the customer: Customer will provide mySidewalk: • A primary point of contact, responsible for working closely with mySidewalk and advising on deliverables • A Dashboard & Data Champion who has authority to make decisions and will answer questions during the build process (can be the same as the POC) • Logo, local images, &videos, desired color scheme (if desired) Customer will also work to keep the schedule on time by: • Coordinating calendars for meetings • Send relevant documentation to the mySidewalk team as requested rf (6 rnSidewnlk 304 W.8th St. Kansas City,MO 64105 www.mysidewalk.com DocuSign Envelope ID:3478569D-4FCB-4A28-92C2-C72B7B239BD8 Riverside, MO Operating System Phase 1 Informational Investment Summary Term mySidewalk Product(s) One-time Citywide Data Inventory $3,000 Annual Community Profile Dashboard $12,000/yr One-time Alderman Workshop $1,900 One-time Recommendation Compilation $1,500 and Presentation Fee & Payment: The Customer will be invoiced an annual subscription fee for the full term as outlined in the Investment Summary section beginning on the effective date of the agreement. The rate is fixed for the length of the one year term at which time mySidewalk may notify the Customer of a price adjustment. Payment is Net 30. ACCEPTED AND AGREED TO BY: CUSTOMER MYSIDEWALK, INC. "mySidewalk" Name: Brian Koral Name: Stephen Hardy Title: City Administrator Title: CEO Date: 9/24/2020 Date: 9/24/2020 Signature: 6iAlt �ffa(, Signature: All amounts are USD. This is a non-refundable purchase subject only to termination as defined in the License Agreement Pricing valid through: 9/30/2020 By signing this agreement, you are also agreeing to the attached mySidewalk Software-as-a-Service Agreement. F,f (& rnySidewnalk 304 W.8th St. Kansas City,MO 64105 www rnysidewalk.com DocuSign Envelope ID:3478569D-4FCB-4A28-9202-C72B7B239BD8 Riverside, MO Operating System Phase 1 Informational Exhibit A - Community Profile Dashboard Dashboard Specifications mySidewalk starts its partners from best practice, not from scratch.The Community Profile Dashboard is an interactive, publicly available data website that documents the current socioeconomic, demographic, economic, and physical conditions of Riverside.See link for example.This profile will continuously update and remain available for 1 year. It will be made available for renewal thereafter. The following is the structural outline of a best-in-class Community Profile Dashboard, including: • Home • Demographics • Background • Households & Families • Housing &Affordability • Housing Units • Health • Health Behaviors & Conditions • Employment & Income • Economy Substantive changes to the outline or the data following may be subject to an additional SOW and fee. mYSidewalk 304 W.8th St. Kansas City,MO 64105 www.mysidewalk.com DocuSign Envelope ID:3478569D-4FCB-4A28-92C2-C72B7B239BD8 Riverside, MO Operating System Phase 1 Informational Exhibit B - Data Inventory - Creating the Dataset Catalogue What is the Data Inventory Workshop? This process is designed to jumpstart your organization's new sustainable data and performance culture. Consisting of 1-hour working sessions with each participating department or office,you will collaboratively lay the foundation needed for a consistent, documented data update process. It can be used to: • Start your organization's strategic data collection process • Conduct an organization-wide data inventory • Identify key vulnerabilities in your data collection methods • Activate your organization's Data Champions around strategic improvement Objectives 1. Identify data indicators important to participating departments 2. Match those data indicators to secure, accessible and regularly updated datasets The Data Readiness Workshop The Data Readiness Workshop is divided into 2 parts. Part one is focused on documenting information about critical operational data to help identify the overall attainability and quality of the indicator. Questions in this part of the workshop include "what raw dataset do you pull from to create this indicator? How often is that dataset updated? Is that data geospatial - can you map it? Do you have direct control and access to the data?" Through this process, several indicators will likely no longer be under consideration due to various issues including problems with the datasets, lack of access to the raw data, lack of data update frequency, or other data quality concerns. �® © mYSldewalk 304 W.8th St. Kansas city,MO 64105 vvvvvv.rnysidevvalk.com DocuSign Envelope ID:3478569D-4FCB-4A28-92C2-C72B7B239BD8 Riverside, MO Operating System Phase 1 Informational Prep-Work Preparation for the Data Readiness Workshop should begin 3 weeks before its start date. It includes setting up the executive team and departmental Data Champions for success as well as logistical planning and scheduling. To-Do Calendar ❑ Three Weeks Before Workshop:The workshop is introduced. ❑ Departments are chosen to participate in the workshop. ❑ The Chief Executive and Core Project Team introduces the workshop to all Department Heads. ❑ The workshop is scheduled. ❑ The Core Project Team schedules the final agenda (see below) with the required participants and setup needed. ❑ Two Weeks Before Workshop: Data Champions are engaged. ❑ The Core Project Team in coordination with departmental heads designate 1 Data Champion per department. ❑ The Data Readiness Workshop is introduced to the designated departmental Data Champions. ❑ One Week Before Workshop:The Core Project Team confirms with all participants that they have everything prepared for the workshop. Results and Recap The workshop culminates in a presentation and feedback session by the Core Project Team to all stakeholders. In the presentation, we will recap the workshop experiences, share the final list of KPIs and the strategic datasets used to create them, and outline any next steps. If time allows, we will also administer a quick survey to learn what went well and what you would like to see improved in the process. Deliverable The deliverable for this work will resemble this example dataset catalogue. 304 W.8th St. Kansas city,MO 64105 www.mysidewalk.com DocuSign Envelope ID:3478569D-4FCB-4A28-92C2-C72B78239BD8 Riverside, MO Operating System Phase 1 Informational Exhibit C - ADA Accessibility mySidewalk Inc. is committed to ensuring digital accessibility for people with disabilities. Our Shared Documents, including Reports, Dashboards, and Embeddable Assets all in their shared, reading friendly format, have the widest audience. We are continually improving the user experience for everyone, and applying relevant accessibility standards. Measures To Support Accessibility mySidewalk Inc. takes the following measures to ensure accessibility of mySidewalk Shared Documents: • Provide continual accessibility training for our staff. • Assign clear accessibility targets and responsibilities. • Employ formal accessibility quality assurance methods. • Communicating the results of accessibility audits and evaluations for transparency. Conformance Status The Web Content Accessibility Guidelines (WCAG) define requirements for designers and developers to improve accessibility for people with disabilities.They define three levels of conformance: Level A, Level AA, and Level AAA. mySidewalk Shared Documents conforms fully with WCAG 2.0 level AA. Conforming fully means that the content fully conforms to the accessibility standard without any exceptions. mySidewalk 304 W.8th St. Kansas city,MO 64105 www.mysidewafk.com DocuSign Envelope ID:3478569D-4FCB-4A28-92C2-C7267B239BD8 Customer Information Form mYSIid ew-alk Reose complete the below form so we moy formally set up your profile in our billing system. Customer Information Legal Business Name: City of Riverside, Missouri Address: 2950 NW Vivion Road Street Address Unit# Riverside MO 64150 City State ZIP Code Main Phone: 816-741-3993 Billing Email: ap@riversidemo.com Fiscal Year End: 06 Key Contact (s) Billing Contact Nate Blum 816-741-3993 nblum@riversidemo.com Nome Phone Email Data/Technical Contact Name Phone Email Nome Phone Email Project Contact Mike Duffy Phone mduffy@riversidemo.com Nome Phone Email Alternate Contact Sarah Wagner 816-741-3993 swagner@riversidemo.com Nome Phone Email EXHIBIT B Service Level Agreement 14 4826-3682-4460.2 DocuSign Envelope ID:3478569D-4FCB-4A28-92C2-C72B7B239BD8 SOFTWARE-AS-A-SERVICE AGREEMENT This Software-as-a-Service Agreement ("Agreement") is made and entered into as of 9/24/2020 , 20 20 ("Effective Date"), by and between mySidewalk, Inc., a Delaware corporation ("Company"), and Customer Name ("Customer"). WHEREAS, Company has developed and hosts the Solution(as defined below), which is accessed and used by Company's customers. WHEREAS, Customer desires to access and use the Solution, and Company is willing to permit Customer to access and use the Solution, subject to the terms and conditions of this Agreement. NOW, THEREFORE, the parties hereby agree as follows: ARTICLE 1 DEFINITIONS 1.1 Certain Definitions. Capitalized terms used but not otherwise defined in the section of the Agreement in which they are introduced will have the meanings set forth below: a. "Authorized User" means a person employed by Customer using the Solution on Customer's behalf that has (i) been assigned a unique user identifier, email address, and secure authentication method to access the Solution, (ii) registered online to access and use the Solution, and(iii)accepted any and all current Acceptable Use Policies for the Solution. b. "Company Marks" means the name,trademarks, and logos of Company. C. "Confidential Information"means any non-public information, including but not limited to technical, operational, and other proprietary data and information, regardless of form (whether oral, written, electronic, or other media). "Confidential Information" does not include any information that (i) is or becomes publicly available other than as a result of a breach of this Agreement;(ii)was already known to the Receiving Party on a non-confidential basis prior to being furnished to the Receiving Party by the Disclosing Party; (iii)became available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or a representative of the Disclosing Party if such source, to the Receiving Party's knowledge, is neither subject to any prohibition against transmitting the information to the Receiving Party nor bound by a confidentiality agreement with the Disclosing Party; or(iv) is independently developed by the Receiving Party or such party's representatives without use of, reference to, or reliance on the Disclosing Party's Confidential Information, as proven by competent evidence. d. "Customer Data" means the data that is owned by the Customer prior to the Effective Date that is input into or stored by the Solution. e. "Customer Marks" means the name,trademarks, and logos of Customer. 4826-3682-4460.2 DocuSign Envelope ID: 3478569D-4FCB-4A28-92C2-C72B7B239BD8 f. "Derivative Works" means works created by or on behalf of Customer containing visual, textual, data, or informational elements from or inspired by and similar to elements of the Solution. g. "Disclosing Party"means the party disclosing Confidential Information. h. "Enriched Data" means the data that is produced, transformed, packaged, or enriched by the Solution. i. "Exported Assets"means content and instruments obtained through use of the Solution that are no longer hosted by Company.These assets include but are not limited to data files, imagery, maps, charts, text, portable digital documents, and printed documents. j. "Intellectual Property Rights" means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world. k. "Published Assets" means content and instruments created or updated within the Solution and hosted by Company. These assets include but are not limited to reports, dashboards,widgets, and embeddable content. 1. "Receiving Party" means the party receiving Confidential Information from a disclosing party. in. "Services" means the application of process, technique, supervision, coordination, communication, training, or documentation by Company's staff or third- party staff operating on Company's behalf to provide or operate the Solution n. "Software"means any Company or third-party software used by Company to provide or operate the Solution. o. "Solution" means the Software, Services, Enriched Data, and Published Assets provided or hosted by Company,as set forth in more detail on one or more attached statements of work(each a"Scope of Work"). ARTICLE 2 SOLUTION 2.1 Solution. Subject to Customer's compliance with the terms and conditions of this Agreement,Company will provide the Solution in accordance with and subject to the service level agreement set forth in Exhibit B (the "Service Level Agreement"). During the Term of this Agreement, Company grants Customer a non-exclusive, non-transferable, non-sublicensable license to access and use the Solution, solely for Customer's internal business purposes, and such access and use to the Solution is expressly limited to Customer's Authorized Users. 2 4826-36824460.2 DocuSign Envelope ID 3478569D-4FCB-4A28-9202-C72B7B239BD8 2.2 Modifications. Company owns all right, title and interest in and to the Solution. Company intends to add, improve, and update features, assets, security, and/or delivery of the Solution over time and as such the Solution may be modified from time to time.All modifications remain the sole property of Company. 2.3 Restrictions. Customer shall not attempt to interfere with or disrupt the Services or the Software or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Solution).Customer shall not allow access to or use of the Solution by anyone other than Authorized Users. Customer shall not: (a) copy, modify or distribute any portion of the Services, Software, Published Assets, Exported Assets, or Enriched Data(except as explicitly authorized in Sections 3.3); (b) disassemble, extract, decompile or otherwise reverse engineer the Services, Software, Published Assets, Exported Assets, or Enriched Data; (c) rent, lease, or provide access to the Solution on a timeshare or service bureau basis; or(d)transfer any of its rights hereunder(except as specified in Section 10.8). 2.4 Acceptable Use Policies. Customer acknowledges and agrees that Company may, but is not required to, monitor or police communications or data transmitted through the Solution and that Company shall not be responsible for the content of any such communications or transmissions. Customer shall use the Solution exclusively for authorized and legal purposes, consistent with all applicable laws,regulations,and the rights of others.Customer shall not use the Solution to transmit any bulk unsolicited commercial communications. Customer shall keep confidential and not disclose to any third parties, and shall ensure that Authorized Users keep confidential and do not disclose to any third parties,any user identifications,account numbers and account profiles.Customer acknowledges that the Solution is not designed,intended,or authorized for use in hazardous or mission-critical circumstances or for uses requiring fail-safe performance such as the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control systems,or weapons control systems,or where failure could lead to death, personal injury or environmental damage. Customer shall not use the Solution for such purposes or under such circumstances. In addition to the foregoing, Customer shall cause each of its Authorized Users to accept Company's Acceptable Use Policy prior to accessing and using the Solution for the first time(the "AUP"). 2.5 Data Maintenance and Backup Procedures. Company shall follow its archival procedures for Customer Data as described in the Service Level Agreement. In the event of any loss or corruption of Customer Data, Company shall have no obligation to restore the lost or corrupted Customer Data. Company shall not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Customer Data caused by any third party. COMPANY HAS NO,AND DISCLAIMS ANY,OBLIGATION OR LIABILITY WITH RESPECT TO LOSS OR CORRUPTION OF CUSTOMER DATA. ARTICLE 3 OWNERSHIP 3.1 Solution. As between Company and Customer, the Solution (and all copies of or copies of subsets of the Solution), and all Intellectual Property Rights therein or relating thereto, are and shall remain the exclusive property of Company. Company shall also retain ownership of any and all modifications, enhancements, or improvements that Company makes to the Solution, 3 4826-3682-4460.2 DocuSign Envelope ID:3478569D-4FCB-4A28-9202-C72B7B239BD8 including but not limited to any such developments made to achieve the functionality required in the applicable Scope of Work,any subsequent change orders,or this Agreement. In the event that the Customer is deemed to own any right,title,or interest in or to the Solution or any modifications, enhancements, or improvements made thereto, Customer hereby irrevocably assigns all of such right, title, and interest to Company, and must execute any documents that may be necessary to effect such assignment. 3.2 Customer Data. Except as otherwise set forth herein, as between Company and Customer,the Customer Data,and all Intellectual Property Rights therein,are and shall remain the exclusive property of the Customer. Customer hereby grants Company a non-exclusive, sublicensable, non-transferable (except as permitted under Section 10.8) license to use Customer Data to provide the Solution,to create the Enriched Data,to perform Company's obligations under this Agreement and any Scope of Work, or for any other legitimate business purpose. Customer represents and warrants that Customer has all rights, consents, and authority necessary for Customer's collection, use, and processing of the Customer Data and Company's use of Customer Data consistent with the license rights granted herein. 3.3 Enriched Data and Assets. As between Company and Customer,the Enriched Data, Published Assets,Exported Assets,and all Intellectual Property Rights therein and relating thereto are and shall remain the exclusive property of the Company. In the event that the Customer is deemed to own any right,title,or interest in or to the Enriched Data,Published Assets, or Exported Assets, or any modifications, enhancements, or improvements made thereto, Customer hereby irrevocably assigns all of such right, title, and interest to Company, and must execute any documents that may be necessary to effect such assignment. For the Term of this Agreement, Company grants Customer a non-exclusive, non-sublicensable, non-transferable license to use, reproduce,and share the unmodified versions of the Enriched Data, Published Assets,or Exported Assets. Any and all use, reproduction, or sharing of the Enriched Data, Published Assets, or Exported Assets must not exclude or interfere with any Company Marks, attached licensing, or attached terms of use. Upon expiration or termination of this Agreement, any and all Exported Assets or copies thereof must be destroyed or surrendered to Company. ARTICLE 4 CUSTOMER OBLIGATIONS 4.1 Cooperation and Assistance. As a condition to Company's obligations hereunder, Customer shall at all times: (a) provide Company with good faith cooperation and access to such information, facilities, and equipment as may be reasonably required by Company in order to provide the Solution, including, but not limited to, providing Customer Data, authentication credentials, information, and software interfaces to Customer's business applications; (b)provide such personnel assistance and other Customer personnel as may be reasonably requested by Company from time to time; and (c) carry out in a timely manner all other Customer responsibilities set forth in this Agreement. 4.2 Enforcement. Customer shall ensure that all Authorized Users comply with the terms and conditions of this Agreement and the AUP. Customer shall promptly notify Company of any suspected or alleged violation of the terms and conditions of this Agreement and shall cooperate with Company with respect to:(a)investigation by Company of any suspected or alleged 4 4826-3682-4460.2 DocuSign Envelope ID:3478569D-4FCB-4A28-92C2-C72B7B239BD8 violation of this Agreement and(b)any action by Company to enforce the terms and conditions of this Agreement. Company may suspend or terminate any Authorized User's access to the Solution upon notice to Customer in the event that Company reasonably determines that such Authorized User has violated the terms and conditions of this Agreement or the AUP.Customer shall be liable for any violation of the terms and conditions of this Agreement or AUP by any Authorized User. 4.3 Telecommunications and Internet Services. Customer acknowledges and agrees that Customer's and its Authorized Users' use of the Solution is dependent upon access to telecommunications and Internet services. Customer shall be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Solution, including, without limitation, any and all costs, fees, expenses,and taxes of any kind related to the foregoing.Company shall not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services. 4.4 Citation in Derivative Works. Customer must make best efforts to ensure elements of the Solution, Published Assets, or Exported Assets are properly cited in Derivative Works or republications. Citation must be a textual reference to (i) Company or a more accurate author for the element, (ii) the title or description of the document, Published Asset, Exported Asset, or the Solution itself, (iii) acknowledgement of Company as the host of the document, Published Asset, Exported Asset,or the Solution itself,and(iv)the URL the element of document,Published Asset, Exported Asset, or the Solution at which the element was accessed. If the derived elements are figures or visualizations, the citation should be in the caption immediately following the figure. If the derived elements are textual, the citation should immediately follow in text. If the derived elements make up a significant portion of the Derivative Work,the citations should appear as early as reasonable and as a reference list at the end of the Derivative Work. 4.5 Marketing Support. Customer shall comply with reasonable requests of Company to support public relations efforts pertaining to the Solution,which efforts may include: (a)a press release highlighting Customer's purchase or use of the Solution (including any return on investment attained through the Solution);(b)participation in targeted press and analyst interviews highlighting benefits of implementing the Solution; and (c) participation in customer case studies developed by Company and used on the Company website and other collateral. Customer grants to Company a non-exclusive, non-transferable (except as permitted under Section 10.8), limited right to use the Customer Marks in the production of marketing materials, provided that such use is in accordance with Customer's trademark and logo use guidelines that Customer provides to Company. Company will use its commercially reasonable efforts to cooperate with Customer in monitoring use of the Customer Marks. All goodwill developed from such use shall be solely for the benefit of Customer. 4.6 Fees and Payment Terms. Customer will pay Company for the Solution in accordance with the fees and payment terms set forth in each applicable Scope of Work or related change orders. Except as otherwise set forth in a Scope of Work, or if Customer supplies an applicable tax-exempt certificate to Company, all fees are exclusive of all sales, use, and excise taxes, and any other similar taxes,duties,tariffs,and charges of any kind imposed by any governmental authority ("Taxes")on any amounts payable under this Agreement and the Customer will be responsible for all Taxes. Customer shall pay interest on all late payments, at the lesser of the rate of 1.5% per 5 4826-3682-4460.2 DocuSign Envelope ID;3478569D-4FCB-4A28-92C2-C72B7B239BD8 month or the highest rate permissible under applicable law. Customer shall also reimburse Company for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. Customer shall perform its obligations under this Agreement without setoff, deduction, recoupment,or withholding of any kind for amounts owed or payable by Company. ARTICLE 5 CONFIDENTIALITY 5.1 Confidential Information. By virtue of this Agreement,the parties may have access to each other's Confidential Information. Company Confidential Information includes, without limitation, the Solution and any Software whether in source or executable code, documentation, nonpublic financial information, pricing, business plans, techniques, methods, processes, and the results of any performance tests of the Solution or the Software. 5.2 Use and Nondisclosure. During the Term and for a period of five (5) years after expiration or termination of this Agreement, neither party shall make the other's Confidential Information available to any third party or use the other's Confidential Information for any purposes other than exercising its rights and performing its obligations under this Agreement. Each party shall take all reasonable steps to ensure that the other's Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement,but in no event will either party use less effort to protect the Confidential Information of the other party than it uses to protect its own Confidential Information of like importance. Each party will ensure that any agents or subcontractors that are permitted to access any of the other's Confidential Information are legally bound to comply with the obligations set forth herein.Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information the Receiving Party must (unless they are not legally permitted to do so) provide the Disclosing Party with sufficient advance notice of the agency's request for the information to enable the Disclosing Party party to exercise any rights it may have to challenge or limit the agency's authority to receive such Confidential Information. ARTICLE 6 WARRANTY 6.1 Warranty for Solution. Company warrants that the Solution will provide the functionality set forth in the applicable Scope of Work, and that Company's delivery of the Solution will meet the requirements set forth in the Service Level Agreement.Company's sole and exclusive remedy for any breach of the warranty set forth in this Section 6.1 will be as set forth in the Service Level Agreement. 6.2 Disclaimer. Customer assumes sole responsibility and liability for results obtained from the use of the Solution and for conclusions drawn from such use. Company shall have no liability for any claims, losses, or damage caused by errors or omissions in any information provided to Company by Customer in connection with the Solution or any actions taken by Company at Customer's direction. Company shall have no liability for any claims, losses or damages arising out of or in connection with Customer's or any Authorized User's use of any third-party products, services, software or web sites that are accessed via links from within the Solution. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, COMPANY MAKES NO 6 4826-3682-4460.2 DocuSign Envelope ID:3478569D-4FCB-4A28-92C2-C72B7B239BD8 REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE SOLUTION. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, COMPANY DISCLAIMS ANY WARRANTY THAT THE SOLUTION WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED.COMPANY FURTHER DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SOLUTION AS TO MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COMPANY FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,OBTAINED FROM COMPANY OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. ARTICLE 7 TERM AND TERMINATION 7.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until all Scopes of Work are expired, unless terminated earlier as provided in this Agreement(the "Term"). 7.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to correct the breach within thirty (30) days following written notice specifying the breach; provided that the cure period for any default with respect to payment shall be five (5)business days. 7.3 Termination for Insolvency. Subject to Title 11 of the United States Code, if Customer becomes or is declared insolvent or bankrupt, is the subject of any proceedings relating to its liquidation, insolvency,or for the appointment of a receiver or similar officer for it,or makes an assignment for the benefit of any creditor, then Company may terminate this Agreement upon thirty(30)days' written notice. 7.4 Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of this Agreement, Customer's and Authorized Users' right to access and use the Solution including the underlying Software, Enriched Data, Published Assets, Exported Assets, and Services shall immediately terminate, Customer and its Authorized Users shall immediately cease all use of the Solution, and each party shall return and make no further use of any Confidential Information, materials, or other items (and all copies thereof) belonging to the other party. Also upon expiration or termination of this Agreement, Company shall cease use of the Customer Marks;provided,however,that(a)Company shall have a reasonable time to remove the Customer Marks from promotional materials, (b) Company shall be entitled to exhaust materials printed during the Term that include the Customer Marks, and (c) Company shall not be required to remove any such printed materials from circulation. 7.5 Survival. The rights and obligations of Company and Customer contained in Section 2.8 (Ownership of Solution), Section 4.4 (Citation in Derivative Works), Section 7.4 (Rights and Obligations Upon Expiration or Termination), and Section 7.5 (Survival), and in ARTICLE 3 (Data & Assets), ARTICLE 5 (Confidentiality), ARTICLE 8 (Indemnification), 7 4826-3682-4460.2 DocuSign Envelope ID:3478569D-4FCB-4A28-92C2-C72B7B239BD8 ARTICLE 9(Limitation of Liability), and ARTICLE 10 (General) shall survive any expiration or termination of this Agreement. ARTICLE 8 LIMITATION OF LIABILITY 8.1 EXCEPT FOR LIABILITY ARISING FROM A BREACH OF SECTION 2.3 OR ARTICLE 5, OR FROM THE PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY,TORT(INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. 8.2 NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY TO CUSTOMER AND ANY THIRD PARTY IN CONNECTION WITH ANY CLAIM UNDER THIS AGREEMENT OR CUSTOMER'S ACCESS TO AND USE OF THE SOLUTION EXCEED THE FEES PAID UNDER THE APPLICABLE SCOPE OF WORK IN THE SIX MONTH PERIOD PRECEDING THE CLAIM OR ACTION, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION. ARTICLE 9 GENERAL 9.1 Governing Law. This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of Missouri,without regard to its conflict of law provisions. Any legal action or proceeding relating to this Agreement shall be brought exclusively in the state or federal courts located in Platte County, Missouri. Company and Customer hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding. 9.2 Waiver.The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. 9.3 Notices. All notices, including notices of address change, required to be sent hereunder shall be in writing and shall be sent to the addresses set forth below or delivered in person. The notices shall be deemed to have been given upon: (a) the date actually delivered in person; (b)the day after the date sent by overnight courier; or(c)three(3)days following the date such notice was mailed by first class mail.Notices may be confirmed by email or fax. If to Company: 304 W. 8t" Street Kansas City, MO 64105 Attention: Stephen Hardy Telephone: (816)256-2002 8 4826-3682-4460.2 DocuSign Envelope ID: 3478569D-4FCB-4A28-92C2-C72B7B239BD8 Email: finance@mysidewalk.com If to Customer: ``// Attention: �r jo... <Ao2A t , (,A. TelBphone: gi4—74/—3.993 Email: blCora1et-iverS+dA_mo.c_AM . 9.4 Severability. In the event any provision of this Agreement is held to be invalid or unenforceable,the remaining provisions of this Agreement shall remain in full force and effect. 9.5 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages (each, a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations affected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance. 9.6 Compliance with Laws. Each party agrees to comply with all applicable laws and regulations with respect to its activities hereunder, including, but not limited to, any export laws and regulations of the United States. 9.7 Relationship Between the Parties. Nothing in this Agreement shall be construed to create a partnership,joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other's behalf without such other party's prior written consent. 9.8 Assignment/Successors. Neither party may assign or transfer this Agreement, in whole or in part, without the other party's written consent except that Company may assign or transfer this Agreement in connection with a Change of Control of Company (as defined below) without consent.Any attempted assignment or transfer in violation of this Section will be null and void. "Change of Control"means,with respect to Company: (a)the direct or indirect acquisition of either(i)the majority of voting stock of Company or(ii)all or substantially all of the assets of Company, by another entity in a single transaction or a series of transactions; or(b)the merger of Company with another entity. Subject to the foregoing restrictions, this Agreement shall inure to the benefit of the successors and permitted assigns of the parties. 9.9 Entire Agreement. This Agreement, together with the Scope of Works, related change orders, and attached exhibits, constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party. 9 4826-3682-4460.2 DocuSign Envelope ID: 3478569D-4FCB-4A28-92C2-C72B7B239BD8 9.10 Non-Exclusive Remedies. Except as set forth the applicable Scope of Work and in the Service Level Agreement, the exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. 9.11 Equitable Relief. Each party acknowledges that a breach by the other party of any confidentiality or proprietary rights provisions of this Agreement may cause the non-breaching party irreparable damage, for which the award of damages would not be adequate compensation. Consequently,the non-breaching party may institute an action to enjoin the breaching party from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and a party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching party may be entitled at law or in equity. 9.12 No Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party, except for those referenced in Article 8. Only the parties to this Agreement may enforce it. 9.13 Headinss. The headings in this Agreement are for the convenience of reference only and have no legal effect. 9.14 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly executed, delivered and effective for all purposes. [Remainder of page left intentionally blank; signatures appear on following page.] 10 4826-3682-4460.2 DocuSign Envelope ID:3478569D-4FCB-4A28-92C2-C72B7B239BD8 IN WITNESS WHEREOF, each Party has caused this Agreement to be executed and delivered in its name by a duly authorized officer as of the Effective Date. CUSTOMER: COMPANY: mySidewalk, Inc., a Delaware corporation Name: Brian Koral Name:Stephen Hardy Title: City Administrator Title: CEO Date:9/24/2020 Date:9/24/2020 Signature:brisk,Neral. Signature: Sh.r-� (+Wr 4826-3682-4460.2 IN WITNESS WHEREOF, each Party has caused this Agreement to be executed and delivered in its name by a duly authorized officer as of the Effective Date. CUSTOMER: COMPANY: mySidewalk, Inc., a Delaware corporation Name: Name: Title: Title: Date: Date: Signature. Signature: 12 4826-36824460 2