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ED Online Citizen Focused Permitting PlatformOpenCounter MASTER SERVICES AGREEMENT This Master Services Agreement (this "Agreement"), is entered into and made effective as of Nd -Y 14 , 2017 (the "Effective Date"), by and between Open Counter Enterprises, Inc. ("OpenCounter") and the City of San Rafael, California ("City"). RECITALS WHEREAS, City is an agency or division of state or local government, and wishes to license OpenCounter's Hosted Services and to purchase the related Professional Services for its own use and that of persons and/or businesses applying for one or more permits or licenses, the issuance of which is within the jurisdiction of City; and WHEREAS, OpenCounter is willing to provide to City the Hosted Services and related Professional Services, subject to the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the representations, warranties, covenants and obligations set forth in this Agreement, and intending to be legally bound, OpenCounter and City hereby agree as follows: AGREEMENT 1. Definitions. The following capitalized terms shall have the meanings set forth below (and the following provisions are hereby agreed to by the parties): 1.1. "Application" means an application for a permit or license submitted by a Permit Applicant through the Hosted Services. 1.2. "Application Data" means the information, data and files, including any personally identifiable data, inputted, entered into or otherwise transmitted into the Hosted Services by either the City or Permit Applicants, or generated by the Hosted Services, in connection with Applications submitted by Permit Applicants. 1.3. "Authorized Users" means employees, contractors and agents of City who are authorized by City to access and use the Hosted Services on behalf of City under this Agreement. The maximum number of Authorized Users is set forth in the Project Schedule. City agrees that to the extent it will no grant "Authorized User" access to the Hosted Services to any party who is an employee, contractor or agent of a competitor of OpenCounter. 1.4. "City Content" means the content and materials provided by City to OpenCounter, including without limitation regulations, statutes, ordinances and summaries thereof, fee tables and other tables. 1.5. "Documentation" means the applicable training, support, and other documentation relating to the use of and access to the Hosted Services provided by OpenCounter to City and any Updates thereto provided by OpenCounter. 1.6. "Hosted Services" means OpenCounter's hosted platform identified on the Project Schedule and licensed by City under this Agreement during the Subscription Term. 1.7. "Intellectual Property Rights" means all patent rights, copyright rights, utility models rights, trade secret rights, trademark rights (including all goodwill associated therewith), rights of publicity, authors' rights, mask work rights, industrial rights, and all other intellectual property, proprietary or other rights, as may exist now and/or hereafter come into existence, including without limitation, (a) all rights, whether existing now or in the future, whether statutory or common law, whether subject to protection under statute, regulation or common law, in any jurisdiction in the world, together with all national, foreign and all applications therefor and state registrations, applications for registration and all renewals and extensions thereof (including, without limitation, any continuations, continuations -in -part, divisionals, reissues, re-examinations, renewals and extensions thereof); (b) all benefits, privileges, causes of action and remedies relating to any of the foregoing, whether before or hereafter accrued (including, without limitation, the exclusive rights to apply for and maintain all such registrations, renewals and extensions); and (c) all rights to sue for all past, present and future infringements or other violations of any of the foregoing rights, and the right to settle and retain proceeds from any such actions. 1.8. "Launch Date" means the mutually agreed date on which the Hosted Services for the City will be launched and made publicly available. 1.9. "Liability" means any and all damages (including punitive damages), losses, expenses (including reasonable attorneys' fees and litigation costs), claims, demands, suits, causes of action, settlements, payments, awards, judgments, liens, fines, fees, penalties, interest and other liability. 1.10. "Subscription Term" means the term of the subscription for the Hosted Services, beginning on the Launch Date, Master Services Agreement (rev 01/27/2017) Page 1 OpenCounter Confidential 0 OpenCounter and continuing for the period of time set forth on Schedule A. 1.11. "Permit Applicants" means individuals and businesses applying, through the Hosted Services, for one or more permits or licenses issued by City. 1.12. "Professional Services" means implementation services, training services or any other professional services to be provided by OpenCounter to City under this Agreement under the Project Schedule. 1.13. "Project Schedule" means the project schedule attached hereto as Schedule B. 1.14. "Term" has the meaning set forth in Section 10.1. 1.15. "Territory" means the territory where the City is located. 1.16. "Updates" means error corrections, bug fixes, enhancements, improvements, new releases, maintenance releases and updates provided by OpenCounter to City at no additional charge. 2. Implementation; License Grant. 2.1. Features. Schedule A describes the features of the Hosted Services which are purchased by City as of the Effective Date. OpenCounter may provide, from time to time, enhancements to the Services which are added to the Hosted Services under this Agreement by City at no additional cost ("Enhancements"). OpenCounter may also provide, from time to time, additional features to the Services which may, but are not required to, be added to the Hosted Services under this Agreement by City at an additional cost ("Optional Features"). The parties understand and agree that access to and use of such Optional Features will be subject to both payment of the applicable fees therefor as well as additional or different terms and conditions applicable to such Optional Features. The parties may amend Schedule A to add, remove and/or modify the features (including Optional Features) purchased by City and Schedule B to add any required additional Professional Services required to implement such features, via a signed written amendment to this Agreement. Unless otherwise stated in such amendment, any changes made to the features of the Hosted Services will be effective as of the effective date of such amendment. 2.2. Implementation. OpenCounter will commercially reasonable efforts to implement the Hosted Services by the Launch Date in accordance with the Project Schedule. City acknowledges that City's timely provision of (and OpenCounter's access to) City's assistance, cooperation, and complete and accurate feedback, approvals, information and data from City's officers, agents and employees as is reasonably requested by OpenCounter (collectively, "Cooperation") is essential to the implementation of the Hosted Services, and that OpenCounter shall not be liable for any deficiency, delay or failure in implementing the Hosted Services if such deficiency, delay or failure results from City's failure to provide full Cooperation as required hereunder. Cooperation includes, but is not limited to, designating a project manager to interface with OpenCounter during the course of OpenCounter's implementation of the Hosted Services (as described in Section 2.3), and providing all necessary review and feedback as requested by OpenCounter. 2:3. Project Manager. OpenCounter and City shall each designate a project manager who shall be the principal point of contact for such party for all communications and actions taken by each party under this Agreement. Each project manager shall have the authority to represent its respective party under this Agreement and to take action and make binding decisions on behalf of such party. Each party may each replace its project manager with a new project manager by providing written notice of such change to the other party. City's project manager shall have the right to designate and replace Authorized Users and designated support contacts of City from time to time by providing written notice thereof to OpenCounter. 2.4. Grant of Licenses. Subject to the terms and conditions of this Agreement, OpenCounter grants to City a personal, non-exclusive, non -transferable (except as permitted under Section 12.2), non-sublicenseable license in the Territory, during the Term, to: (a) permit its Authorized Users to access and use the Hosted Services, and (b) use and reproduce a reasonable number of copies of the Documentation in support of the foregoing license and for purposes of testing, support and training in connection with the Hosted Services. 2.5. Restrictions and Obligations. City agrees (on behalf of itself and its Authorized Users), except as expressly permitted Section 2.3 of this Agreement, not to: (a) access or use the Hosted Services or Documentation (or any portion thereof) in any way not expressly permitted under Section 2.3 hereof, (b) sell, rent, lease, sublicense, pledge, assign (except as permitted under Section 12.2) or otherwise transfer City's rights, in whole or in part, to access and use Hosted Services or Documentation (or any portion thereof) to any third party or otherwise make the functionality of the Hosted Services available to third parties; (c) modify, adapt, translate or create derivative works based on the Hosted Services or Documentation (or any other portions thereof) in any way not expressly permitted under Section 2.3 hereof, (d) remove or alter any copyright, trademark, or other proprietary notices, legends, symbols, or labels appearing on or in the Hosted Services or Documentation (or any portion thereof), and City agrees to reproduce all such notices, legends, symbols and labels on copies of the Documentation; (e) use the Hosted Services or Documentation to create a product or service which is similar to or competitive with any portion of the Hosted Services or other offerings of OpenCounter; (f) disclose to any third party the performance measures of the Hosted Services (or portion thereof) or benchmark tests or other Master Services Agreement (rev 01/27/2017) Page 2 OpenCourrter Confidential 0 OpenCounter comparisons of the Hosted Services (or portion thereof) with other services or software without OpenCounter's prior written consent; or (g) permit any party who is an employee, contractor or agent of a competitor of OpenCounter to access the Hosted Services, whether as an Authorized User or in any manner. City will not permit or encourage any third party to do any of the foregoing. 2.6. Access by Authorized Users. During the Term of the Agreement, City shall have the right to permit its Authorized Users to access and use the Hosted Services on behalf of City through the administrative portal of the Hosted Services. City agrees (on behalf of itself and its Authorized Users) that: (a) in registering to access the Hosted Services, City and Authorized Users will provide true, accurate and complete information; (b) City and Authorized Users will maintain the confidentiality and security of the login credentials used to access the Hosted Services ("Login Credentials"); (c) City and Authorized Users will not transfer, share, disclose or resell such Login Credentials or otherwise share or transfer access to the Hosted Services to any third party; (d) City and Authorized Users will promptly notify OpenCounter of any unauthorized use of such Login Credentials or City's account with OpenCounter; and (e) after accessing the Hosted Services, City and Authorized Users will "log off' and exit from their session at the end of each session. OpenCounter will not be liable for any Liability arising from City's failure to comply with the foregoing, and City is entirely responsible for all activities taking place through City's Login Credentials and actions taken by its Authorized Users. 2.7. Feedback. With respect to comments, suggestions, enhancement requests, recommendations or other feedback provided by City, its employees, agents, project manager and/or Authorized Users ("Feedback"), City hereby grants (on behalf of itself, and its employees, agents, project manager and Authorized Users) to OpenCounter a non-exclusive, perpetual, irrevocable, world-wide, royalty -free, fully paid up, sublicenseable, transferable, right and license, with full rights to grant sublicenses, to use, make, have made, offer for sale, sell, license, import, copy, create derivative works of, distribute, perform, transmit, and display and otherwise exploit such Feedback for any and all purposes whatsoever, without restriction. 2.8. Use of Application Data. City hereby grants to OpenCounter a worldwide, non-exclusive, royalty -free, fully paid up, non -transferable (except as permitted under Section 12.2) right and license: (a) during the Term, to use, store, process, modify, reproduce, distribute and display the Application Data, and to grant sublicenses to third parties, each for the sole purposes of providing the Hosted Services and Professional Services, performing its obligations under this Agreement, and complying with applicable law or legal requirements; and (b) during and after the Term, to use, store, process, modify, reproduce and display the Application Data for OpenCounter's internal business purposes, including development, diagnostic, forecasting, planning, analysis and corrective purposes in connection with the Hosted Services, and for otherwise improving and enhancing the Hosted Services. 2.9. Right to Use Permit Program Data. "Permit Program Data" means data about the City's program pertaining to the process of applying for and obtaining permits through the Hosted Services, which may be derived from Application Data, and which in all instances does not, and cannot be used to, identify any individual. City hereby grants to OpenCounter a worldwide, non- exclusive, royalty -free, perpetual, fully paid up, non -transferable (except as permitted under Section 12.2) right and license, during and after the Term, to use, store, process, reproduce and display the Permit Program Data. 2.10. Right to Use Aggregated Data. "Aggregated Data" means any data obtained by OpenCounter, including data pertaining to the Hosted Services, OpenCounter's systems and software, and the use of any of the foregoing, and data which may be derived from Application Data, which in all instances: (i) does not, and cannot be used to, identify any individual, and (ii) is not attributed to City. Aggregated Data includes data that has been combined into databases which include third party data. Notwithstanding anything else in this Agreement, during and after the Term, OpenCounter shall have the right to distribute, disclose and otherwise freely exploit in any manner Aggregated Data for OpenCounter's business purposes, including disclosure within its public statements and marketing materials describing and/or promoting OpenCounter and/or the Hosted Services. 2.11. Consents from Permit Applicants. City represents, warrants and agrees that: (a) it has complied with applicable law, including the laws of the territories from which any Application Data is obtained, in transmitting and in soliciting the transmission of, Application Data into the Hosted Services as contemplated under this Agreement; and (b) prior to transmitting (or soliciting the transmission of) any Application Data to OpenCounter through the Hosted Services, City shall have obtained from each Permit Applicant all applicable consents and approvals required for the transmission of such Application Data to OpenCounter and for the grant of the licenses to OpenCounter in Section 2.8. 3. Fees. 3.1. Fees. City will pay the fees payable under this Agreement as described in the Project Schedule, including the subscription fees due for the access and use of the Hosted Services after the Launch Date. Unless other payment terms are set forth in the Project Schedule, all fees payable by City to OpenCounter will be invoiced by OpenCounter and will be due and payable by City within thirty (30) days after the invoice date. Any amounts not paid by the due date thereof will bear interest at the one percent (1.0%) per month or the highest rate permitted by law, and OpenCounter reserves the right to suspend the Hosted Services if payment for amounts due under this Agreement is not made within ten (10) days after the due date thereof. 3.2. Taxes. The fees payable by City to OpenCounter under this Agreement are exclusive of any and all taxes, levies or Master Services Agreement (rev mmnon) Page 3 OpenCounter Confidential 00penCounter duties imposed by any local, state, federal or international taxing authority, including any applicable, sales, VAT, use, excise, and withholding taxes based on the transactions or payments made by City to OpenCounter under this Agreement (other than taxes based on OpenCounter's net income) (collectively, "Taxes"). City shall pay and be responsible for all such Taxes. OpenCounter will reasonably cooperate with City to minimize such Taxes. 4. Support Services; Support Obligations of the Parties 4.1. Support Services. Commencing on the Launch Date and continuing throughout the term of the, OpenCounter will provide technical support services and maintenance for the Hosted Services ("Support Services") in accordance with OpenCounter's support policy located at fwww.ovencounter.com/suaaortl (the "Support Services Policy"). The Support Services Policy is hereby incorporated into this Agreement by this reference. OpenCounter reserves the right to modify the Support Services Policy from time to time effective immediately by posting an updated Support Services Policy, provided that OpenCounter will not materially degrade the level of Support Services during the Term of this Agreement. OpenCounter's support obligations extend solely to City's designated support contacts, the number of which is set forth on Exhibit A. City acknowledges and agrees that, as between City and OpenCounter, City shall be solely responsible to provide any and all support to Permit Applicants and other third parties. For purposes of clarity, OpenCounter shall not have any obligation to provide Support Services to Permits Applicants or any third parties. 5. Confidentiality. 5.1. Confidential Information. Each party to this Agreement acknowledges that, in the course of performing under this Agreement, each party (as a receiving party) may obtain or otherwise learn the Confidential Information of the other party (as the disclosing party). "Confidential Information" means any information relating to a disclosing party, its business, technology, suppliers, licensors, resellers, distributors, customers, and third parties to whom the disclosing party has an obligation of confidentiality, whether in tangible or intangible form, which is either marked or designated as "confidential" or "proprietary," or disclosed under circumstances indicating its confidential or proprietary nature, or otherwise would be known to be confidential or proprietary by a reasonable person. The Confidential Information of a disclosing party shall be owned exclusively by the disclosing party. The parties acknowledge and agree that the Documentation, and any performance measures of the Hosted Services are OpenCounter's Confidential Information. 5.2. Obligations. The receiving party agrees: (a) to protect the Confidential Information from unauthorized dissemination and use; (b) to use the Confidential Information solely for performing its obligations and exercising its rights hereunder; (c) not to disclose any Confidential Information, or any part or parts thereof, except to the receiving party's employees and contractors who are aware of the confidentiality obligations imposed by this Section 5.2 and have agreed to comply with the requirements of this Section 5.2; and (d) not to disclose or otherwise provide to any other third party, without the prior written consent of the disclosing party, any Confidential Information or any portion thereof. The receiving party shall remain liable for any non-compliance of such employee or contractor with the terms of this Section 5.2. The receiving party shall take the same degree of care that it uses to protect its own highly sensitive confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized dissemination, disclosure or use of the Confidential Information. 5.3. Exclusions. The foregoing restrictions pertaining to the Confidential Information shall not apply to any Confidential Information that: (a) was or becomes publicly known through no fault of or breach of this Agreement by the receiving party; (b) was known by the receiving party before receipt from the disclosing party; (c) becomes known to the receiving party without confidential or proprietary restriction from a source that does not owe a duty of confidentiality to the disclosing party with respect to such Confidential Information; or (d) is independently developed by the receiving party without the use of the Confidential Information of the disclosing party. In addition, the receiving party may disclose the Confidential Information if the receiving party is legally compelled to do so, provided that prior to any such compelled disclosure, the receiving party shall (if legally permitted to) notify the disclosing party of such compelled disclosure, shall cooperate fully with the disclosing party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information, and shall solely disclose the portion of the Confidential Information compelled to be disclosed solely to the party entitled to receive it. Notwithstanding any such compelled disclosure by the receiving party, such compelled disclosure shall not otherwise affect the receiving party's obligations hereunder with respect to Confidential Information so disclosed. 5.4. Injunctive Relief. Each receiving party agrees that, due to the unique nature of the Confidential Information, the unauthorized disclosure or use of the Confidential Information will cause irreparable harm and significant injury to the disclosing Party, the extent of which will be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, each receiving party agrees that the disclosing party, in addition to any other available remedies, shall have the right to seek an immediate injunction and other equitable relief enjoining any breach or threatened breach of the obligations under this Section 5, without the necessity of posting any bond or other security. The receiving party shall promptly notify the disclosing party in writing upon becoming aware of any such breach or threatened breach. 5.5. Terms of Agreement. The parties may disclose the general nature of the relationship between the parties, but a Master Services Agreement (rev 01/27/2017) Page 4 OpenCounter Confidential 0 Openc®unter party may not disclose the terms and conditions of this Agreement without the prior written consent of the other party, except: (a) as required by the applicable laws, including without limitation, requirements to file a copy of this Agreement (redacted to the extent reasonably permitted by applicable law) or to disclose information regarding the provisions hereof or performance hereunder to applicable regulatory authorities; (b) in confidence, to legal counsel; (c) in confidence, to accountants, banks, and financing sources and their advisors; (d) in connection with the enforcement of this Agreement or any rights hereunder; and (e) in confidence, in connection with an actual or proposed merger, acquisition, or similar transaction. 5.6. Press Release. On the Launch Date or close to such date, the parties will issue a joint press release announcing the launch of the Hosted Services. Such press releases shall be subject to City's approval, which shall not be unreasonably withheld. 6. Application Data. 6.1. Information Security Programs. Each party will maintain a written information security program that contains administrative, technical and physical safeguards to protect against anticipated threats or hazards to the security, confidentiality or integrity of, the unauthorized or accidental destruction, loss, alteration or use of, and the unauthorized access to or acquisition of, Application Data to which such party has access. Each such information security program will be consistent with the requirements of applicable laws and regulations. 6.2. Export of Data. To the extent that Application Data is contained within the Hosted Services: (a) City shall have the right and ability during the Term to export of Application Data through the administrative portal of the Hosted Services; and (b) such Application Data may not be available more than thirty (30) days following the expiration or tennination of this Agreement. Unless the Application Data has been deleted fiom the Hosted Services earlier, City may request export of such Application Data within thirty (30) days after the expiration or termination of this Agreement, provided that OpenCounter shall have the right to charge reasonable hourly rates for the export of such Application Data. 7. Warranty; Representations and Warranties; Disclaimers. 7.1. Performance. OpenCounter warrants that, during the Term, the Hosted Services will conform in all material respects to the applicable specifications contained in the Project Schedule ("Specifications"). In the event that the Hosted Services do not the foregoing warranty, OpenCounter's sole obligation and City's exclusive remedy shall be for OpenCounter to replace the Hosted Services with corrected Hosted Services within thirty (30) days after receipt of notice of such breaclr(es) from City 7.2. Mutual Representations and Warranties. Each party hereby represents and warrants that: (a) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required hereunder; and (b) the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement to which such party is bound or any obligation of such party. 7.3. Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON -INFRINGEMENT, SATISFACTORY QUALITY, ACCURACY, AND ANY WARRANTIES THAT MAY ARISE OUT OF COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. OPENCOUNTER DOES NOT WARRANT THAT THE HOSTED SERVICES WILL MEET CITY'S REQUIREMENTS, WILL BE ERROR -FREE OR SECURE, OR THAT THE HOSTED SERVICES WILL BE UNINTERRUPTED. OPENCOUNTER DOES NOT WARRANT THAT ANY APPLICATION DATA INPUT INTO THE HOSTED SERVICES WILL BE ACCURATE OR FREE OF ERRORS, THE OPERATION OF THE HOSTED SERVICES WILL BE COMPLETELY SECURE, ERROR FREE OR UNINTERRUPTED, OR ALL ERRORS WILL BE CORRECTED. CITY ASSUMES ALL RISK OF DELAYS OR INTERRUPTIONS IN ACCESS TO OR USE OF THE HOSTED SERVICE RESULTING FROM USE OF THE INTERNET AND/OR TELECOMMUNICATIONS TO ACCESS TIiI_ HOSTED SERVICE, AND OPENCOUNTER SHALL HAVE NO LIABILITY FOR ANY SUCH DELAYS OR INTERRUPTION. 8. Indemnification. 8.1. By OpenCounter. Subject to City's compliance with Section 8.3, OpenCounter shall defend (and at OpenCounter's option settle) any claim brought against City by an unaffiliated third party alleging that City's authorized use and access of the Hosted Services (except for any City Content incorporated therein) under this Agreement infringes or misappropriates such third party's U.S. patents, trade secrets, copyrights or trademarks in the Territory (each, an "Infringement Claim") and will pay any settlement of such Infringement Claim consented to by OpenCounter or any damages finally awarded to such third party by a court of competent jurisdiction as the result of such Infringement Claim. If an Infringement Claim occurs, or in OpenCounter's opinion is reasonably likely to occur, OpenCounter may, at its expense and at its sole discretion, in addition to its indemnification obligations under this Section 8.1: (a) procure the right to allow City to continue to use the Hosted Services (or infringing portions thereof), or (b) modify or replace the Hosted Services (or infringing portions thereof) to become non -infringing, or (c) if none of the two (2) foregoing options is Master Services Agreement (rev 01/27/2017) Page 5 OpenCounter Confidential (9 OpenCounter commercially feasible, terminate City's right to access and use the Hosted Services (or affected portion thereof) and refund, on a pro - rata basis, any unused portion of the subscription fees paid by City for the Hosted Services (or affected portion thereof). Notwithstanding the foregoing, OpenCounter shall have no obligations under this Section 8.1 or otherwise with respect to any Infringement Claim to the extent any Infringement Claim is based upon or arises out of (i) any modification or alteration of the Hosted Services (or portion thereof) not made by OpenCounter that results in the alleged infringement; (ii) any unauthorized access or use of the Hosted Services (or any portion thereof) or any breach of this Agreement by City and/or its Authorized Users; (iii) any combination or use of the Hosted Services (or any portion thereof) with other software, products, equipment, methods or services not provided by OpenCounter that results in such infringement; (iv) City's failure within a reasonable time to use or implement corrected or replacement Hosted Services (or portions thereof) that would have avoided or mitigated the alleged infringement; (v) City's continuance of allegedly infringing activity beyond a reasonable period after being notified thereof, and/or (vi) any specifications or requirements supplied by City or any City Content. 8.2. By City. Subject to OpenCounter's compliance with Section 8.3, City shall indemnify OpenCounter from any Liabilities arising from City's breach of Sections 2.5 and 2.11. 8.3. Procedure. The party seeking indemnification under this Section 8 will: (a) provide notice of the applicable indemnified claim to the indemnifying party within a reasonable time after becoming aware of such claim; (b) provide reasonable assistance to indemnifying party in the defense of the indemnified claim; and (c) tender the control of the defense of the indemnified claim to the indemnifying party, who will promptly assume and conduct (at its own expense) the full defense and/or settlement of any indemnified claim. The indemnifying party shall not have the right to settle any indemnified claim, without the prior written consent of tine indemnified party, which contains an admission of liability or wrongdoing on the part of indemnified party or imposes a material obligation (including payment obligation) on indemnified party that is not wholly discharged by the indemnifying party. The indemnified party may participate in the defense and settlement of any claim for which it is entitled to indemnification at its sole expense. 8.4. Remedies. The remedies set forth in this Section constitute each indemnified party's sole and exclusive remedies, and each indemnifying party's entire liability, with respect to infringement, violation or misappropriation of third party Intellectual Property Rights. 9. Ownership. 9.1. By City. As between the parties, City owns and shall retain all right, title and interest (including without limitation all Intellectual Property Rights) in and to the Applications submitted via the Hosted Services, City Content, and City's systems and networks. City reserves all rights not expressly granted to OpenCounter under this Agreement. 9.2. By OpenCounter. As between the parties, OpenCounter owns and shall retain all right, title and interest (including without limitation all Intellectual Property Rights) in and to the Hosted Services (except for any City Content incorporated therein), and any modifications, improvements, derivative works of, and enhancements to all or portions of the Hosted Services (or any portion thereof) or Documentation performed by any party, and OpenCounter's systems and networks. OpenCounter reserves all rights not expressly granted to City under this Agreement. 10. Term and Termination. 10.1. Term. The initial term of this Agreement (the "Initial Term") is set forth on Schedule A. Thereafter, the term shall be automatically renewed for additional and successive one year periods (each, a "Renewal Term") unless either party hereto shall have given the other party written notice of its intention to terminate the Agreement upon expiration of the Initial Term or any Renewal Term at least ninety (90) days prior to such expiration. The Initial Term, plus any Renewal Terms shall be the "Term" of this Agreement. 10.2. Termination for Breach. In addition to any other termination rights due to breach under this Agreement, if either party materially breaches this Agreement, the non -breaching party, at its option, shall have the right to terminate this Agreement by written notice to the breaching party unless, within thirty (30) calendar days (or -ten (10) days for payment breaches) after the breaching party's receipt of written notice specifying such breach in reasonable detail from the other party, the breaching party cures such breach. Additionally, OpenCounter shall have the right to suspend the Services in the event of a material breach of this Agreement by City which has not been cured within thirty (3 0) days (or ten (10) days for payment breaches) after notice thereof to City. 10.3. Effect of Termination. Upon the expiration or any termination of this Agreement: (a) the licenses granted by OpenCounter to City in Sections 2.4 and 2.6 shall terminate, and OpenCounter shall have the right to immediately terminate the Hosted Services and any other services under this Agreement; (b) each party will promptly and permanently destroy and delete all Confidential Information of the other party in its possession or control, other than an archival copy for compliance, enforcement, and defense purposes, provided that any such retained copies shall remain subject to Section 5 of this Agreement for so long as they are retained. Upon request from the other party, each party will provide the other party with a written certification, signed by one of its Master Services Agreement (rev 01/27i2017) Page 6 OpenCounter Confidential (i OpenCounter officers certifying the destruction of all such Confidential Information; and Sections 1, 2.8, 2.9, 2.10, 3, 5, 6, 8, 9, 10.3, 11 and 12. Termination of this Agreement by either party shall not act as a waiver of any breach of this Agreement, shall not act as a release of either party from any liability for breach of such party's representations, warranties or obligations under this Agreement, and shall be without prejudice to any other right or remedy that a party may have at law or in equity. Neither party shall be liable to the other party due to termination of this Agreement in accordance with Section 10 or any other express termination rights under this Agreement, whether for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases or commitments in connection with the business or goodwill of either party 11. Limitation of Liability. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, REVENUE, BUSINESS, SAVINGS, DATA OR USE, OR THE COST OF SUBSTITUTE PROCUREMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUC14 DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, OPENCOUNTER'S AGGREGATE LIABILITY TO CITY UNDER THIS AGREEMENT, WHETHER BASED ON NELIGENCE, CONTRACT, TORT, INDEMNIFICATION, STRICT LIABILTIY OR ANY OTHER THEORY, WILL NOT EXCEED THE AMOUNTS PAID BY CITY TO OPENCOUNTER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE DATE ON WHICH CITY NOTIFIES OPENCOUNTER OF THE CLAIM. UNDER NO CIRCUMSTANCES SHALL OPENCOUNTER HAVE ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY OF ANY APPLICATION DATA THAT IS INPUTTED INTO THE HOSTED SERVICES OR CITY CONTENT INCORPORATED INTO THE HOSTED SERVICES, INCLUDING, WITHOUT LIMITATION, INACCURACIES IN CITY CONTENT INTRODUCED DURING THE INPUT BY OPENCOUNTER OF SUCH CITY CONTENT INTO THE HOSTED SERVICE. THE PARTIES ACKNOWLEDGE THAT BUT FOR THE LIMITATIONS CONTAINED IN THIS AGREEMENT, THEY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. THE LIMITATIONS SET FORTH ABOVE SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. 12. General. 12.1. Relationship of Parties. Both parties are, and shall remain at all times, independent contractors, and nothing in this Agreement will be construed to create an agency, employment, fiduciary, representative or any other relationship between the parties. 12.2. Assignment. Neither party shall assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, a party may assign this Agreement without the prior written consent of the other party solely in connection with a merger, consolidation, corporate reorganization, sale of all or substantially all of such party's assets, sale of stock, change of name or like event, provided that the assigning party provides reasonable notice of such assignment to the other party. Any attempted assignment other than in accordance with this Section 12.2 shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. 12.3. Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to its conflicts of law provisions. The parties disclaim the application of the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act to this Agreement. Any dispute regarding this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco County, in the State of California, and the parties hereby irrevocably agree to submit to the personal and exclusive jurisdiction and venue of such courts, provided that either party may seek injunctive relief in any court of competent jurisdiction. 12.4. Compliance with Law. In performing its obligations and exercising its rights and licenses under this Agreement, each party will comply with all applicable laws, rules and regulations as may be applicable to such party. 12.5. Export Control. In performing under this Agreement, City agrees to comply fully with all applicable laws, including export laws and regulations of the United States, including, without limitation, the U.S. Export Administration Regulations and the export laws of international countries to which City is subject (collectively "Export Controls"). Without limiting the generality of the foregoing, City will not, and will require its agents and representatives not to, export, direct or transfer the Services, Software, Documentation, technical information or other portions of the Services provided by OpenCounter hereunder, or any direct product thereof, to any destination, person or entity restricted or prohibited by the Export Controls. 12.6. Government Use. The Software, Documentation and other portions of the Services are "commercial items" as that term is defined in FAR 2.101, consisting of "commercial computer software" and "commercial computer software documentation," respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If the Software, Documentation or other portions of the Services are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government's rights in the foregoing will be only those specified in this Agreement. Master Services Agreement (rev ouz7n-on) Page 7 OpenCounter Confidential 00penCounter City's rights in the Software, Documentation and other portions of the Services are limited to those expressly granted in Sections 2.1 and 2.6. OpenCounter and its licensors reserve all rights and licenses in and to the Software, Documentation and other portions of the Services not expressly granted to City under this Agreement. 12.7. No Third Party Beneficiary. This Agreement is made and entered into for the sole protection and benefit of the parties hereto and is not intended to convey any rights or benefits to any third party, nor will this Agreement be interpreted to convey any rights or benefits to any person except the parties hereto. 12.8. Force Majeure. Neither party shall be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from Force Majeure Events. The party affected by the Force Majeure Event will promptly notify the other party and will resume performance when the Force Majeure Event is no longer effective. "Force Majeure Events" means events beyond a party's reasonable control, including without limitation acts of nature, labor disputes, the stability or availability of the Internet or a portion thereof, actions by a governmental authority (such as a moratorium on any activities related to this Agreement or changes in government codes, ordinances, laws, rules, regulations, or restrictions), telecommunication or Internet network failures or brown -outs, failures or unavailability of third party systems, networks'or software, flood, earthquake, fire, lightning, epidemics, war, acts of terrorism, riots, civil disturbances, sabotage, power grid failures, and denial of service attacks and other hacking attacks. 12.9. Waiver. The waiver by either party of a breach of or a default under any provision of this Agreement shall be in writing to be effective and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. 12.10. Severability. Any determination that any provision of this Agreement or any application thereof is invalid, illegal or unenforceable in any respect in any instance shall not affect the validity, legality and enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provision of this Agreement. 12.11. Captions and Section Headings. The captions and Section and paragraph headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement. 12.12. Notices. Any notice required to be given under this Agreement shall be in writing and delivered personally, by email transmission, or by express overnight mail to the other designated party at the postal address or email address set forth after each party's signature (or such other postal address or email address provided by each party in accordance with this Section). Notices shall be deemed effective: (a) on the -date of delivery if delivered personally; (b) on the date of email transmission, if sent by email and a response email or other confirmation by the recipient of the receipt of such email is provided by the receiving party; or (c) one (1) business day after deposit, if sent by express overnight courier, with written confirmation of receipt. 12.13. Entire Agreement; Amendment. This Agreement contains the complete understanding between OpenCounter and City with respect to their respective subject matter hereof and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. No changes, amendments, or alterations to this Agreement shall be effective unless signed by duly authorized representatives of both parties, except as expressly provided herein. No terms on purchase orders, invoices or like documents exchanged between the parties shall modify or supplement the terms of this Agreement and shall be deemed void and shall have no effect. 12.14. Counterparts. This Agreement may be executed and delivered in one or more counterparts (including facsimile, PDF or other electronic counterparts), with the same effect as if the parties had signed the same document. Each counterpart so executed shall be deemed to be an original, and all such counterparts shall be construed together and shall constitute one Agreement. [Signatures on Next Page] Master Services Agreement (rev 01/27/2017) Page 8 OpenCounter Confidential C -) OperoCoaanter IN WITNESS WHEREOF, the parties hereto have duly executed this Master Services Agreement as of the Effective Date. OPENCO E TERPRISES, INC. By: r Name: Peter Koht , Title: Co-founder and Chief Operating Officer Address/ Email for Notices: Address: 25 Taylor Street San Francisco, CA 94102 Attention: Contracts Email: contracts@opencounter.com City of By: Name: Title Address/Email for Notices: Address: 1400 5th Ave, San Rafael, CA 94901 Attention: Danielle O'Leary Email: Danielle.OLeary@cityofsanrafael.org Master Services Agreement (rev 01/27/2017) Page 9 OpenCounter + San Rafael Schedule A Term: The Term commences on the Effective Date and shall continue for a period of three (3) year(s) after the Launch Date, and thereafter, the Term shall continue for successive one (1) year renewal terns, unless either party provides notice of non -renewal to the other party at least sixty (60) days prior to the end of then -current Term. ]Hosted Service Features: OpenCounter Zoning Portal The Open Counter Zoning Portal renders complex land use regulations in the browser and makes regulations responsive to citizen inquiries. Specifically, OpenCounter: Zoning helps applicants to navigate the site selection process by answering the seemingly simple question: "Where is, my project permitted?" It does so analyzing and importing the logical structure of the municipal code, factoring in the kind of project citizen end users want to pursue and secondary issues that may have huge implications for. like use, such as whether a restaurant will serve alcohol, or have live entertainment. Powered by a patent -pending geospatial rules engine, the OpenCounter: Zoning Portal brings a new level of service to applicants, fi•eeing them fiom parsing throtrgb dense code publishing sites and normalizing the process to an intuitive mapping interface while putting applicants in touch with City Subject Matter Experts to facilitate formal zoning and land use applications. OpenCounter Business Portal The OpenCounter Business Portal helps entrepreneurs understand the costs and complexity of establishing or growing a business. The OpenCounter Business Portal guides applicants through an intuitive permit discovery process, and estimates the time and cost associated with the specifics of their project. Once applicants are ready to proceed, it also allows them to submit their data. Number of City's Designated Support Contacts: Target Launch Date (Business Portal): June 2017 Master Subscription Agreement Schedule A OpenCom7ter Confidential 0 OpenCounter Schedule B Project Schedule 1. Implementation and Development OpenCounter will develop and configure an instance of the OpenCounter Economic Development suite (the "Instance") for the City as described in this Project Schedule in accordance with the implementation plan described in Tables 1-5 below ("Implementation Plan"). Phase 1: Data Collection and Project Management The first phase of OpenCounter project is focused on collecting data and setting project expectations around the scope of work. This includes identifying the permits and licenses to be included in the project, as well as securing credentials and API keys for integrated systems as well as determining the points of integration within those systems and the depth of integration requested by the City. Table 1 Date Milestone Line Item Description Responsible Party February 17 Project Send Send configuration documents outlining OpenCounter Management Configuration project scope and steps to be taken. Set up Schedule / bi-weekly project management update Steps conference calls with key project staff. Create Deploy Project Management software and OpenCounter Master Services Agreement Schedule B OpenCounter Confidential Basecamp.com invite City staff. Configure admin access to account in -app help resources and configuration ticket management. Kickoff Set up kickoff meeting with relevant staff, OpenCounter :Meeting & provide permitting onboarding and data Permitting request documents to project sponsor. Onboard Document Data Collection City data City Seal Vector Graphic, application City collection forms (if not already online), fee schedules, internal documents showing permit routing, milestones and processes (for background). Master Services Agreement Schedule B OpenCounter Confidential OpenCounter Phase 2: OpenCounter I Zoning One of the fust steps in the business registration process is determining the proper land use for the project, and understanding where this land use is permitting. OpenCounter utilizes a custom Zoning API to serve this information. An interactive zoning map is displayed in OpenCounter as part of the business registration process. The tool is also available as a stand-alone zoning viewer to help applicants understand the zoning implications of their projects—even before they begin filing for permits. Phase 2 focuses on the collection and configuration of the OpenCounter Zoning Viewer and verification of land use regulations prior to the OpenCounter launch. This includes the collection of the City's land use codes, cartographic zoning data (in the form of shapefile or gecjson files), and any use -specific rules (like whether a restaurant serves alcohol) that can impact zoning clearances. This Phase includes a two-week testing stage to enable staff to validate and sign off on the zoning content. Table 2 Date Milestone Line Item Description Responsible Party March 2017 Zoning API Collect GIS Collect shape files for zoning districts and OpenCounter Setup data zoning overlays. Collect use Import Use Tables from Zoning Ordinance OpenCounter code data or create use table based on reading of the code. Surface areas not covered by the base zoning districts, find documents relating to those shapes. Read and import that data into master document. Set up For uses that require additional information OpenCounter conditional other than use and location for zoning zoning logic clearances, (i.e. restaurants that serve alcohol) set conditional logic questions to serve the proper clearance in zoning.io Assign common icons to uses, assign "keywords" to uses, gain City approval of these keywords. Deploy Configure and Create instance of OpenCounter I Zoning for OpenCounter OpenCounter I deploy staff review and testing. Zoning Portal OpenCounter Zoning 2 weeks min. OpenCounter: Validation of Validation of zoning returns inside the City Staff Zoning Portal returns in the OpenCounter I Zoning by City staff. Acceptance OpenCounter Testing Zoning Master Services Agreement Schedule B OpenCo:atter Confidential 0 Opencounter Phase 3: OpenCounter I Permit Catalog The next phase of this project is the creation of a "permit catalog" for the City. This is a repository of all the permits / licenses that have been identified in Phase 1 along with their associated requirements. These requirements may be based on project parameters (i.e. construction), location (i.e. zoning process), or persona (i.e. restricted to lessened / bonded contractors). In this phase, OpenCounter staff will work to identify the proper "triggers" for each permit, the data required for an initial application, the fees associated with said permit and the personas that are allowed to submit for the permit. This phase also includes "field matching," OpenCounter questions to the associated fields in any required integration (i.e. land management software) as well as setting up a "stylized PDF" for the extract of data on a per permit basis for non-integrated permits or internal use. Table 3 Date Milestone I Line Itern Description Responsible Party April 2017 Permit Catalog Create Permit Scan and analyze provided forms to create OpenCounter Setup v.1 Catalog data standard for city. Set data model for the City, provide as .csv for staff verification, create help text to explain technical questions / remove jargon / acronyms. 2 wks. minimum Create Permit Based on forms collected, create permit OpenCounter Triggers triggers for each permit as well as their associated fields, fees and visibility rules. Refinements SME feedback permit content Acceptance Verify proper Work with City staff to confirm accuracy of OpenCounter Testing content imported and configured information of the triggers permit catalog, concurrent with the creation of front end content (Phase 3). Master Services Agreement Schedule B OpenCounter Confidential Match permits to internal land management software, if applicable. Create Fees Create fees model based on unified fee OpenCounter Models schedule Training Schedule Setup staff training on CMS, dashboard and OpenCounter weekly application handling for City staff and training Economic Development allies (if necessary) seminars (pre- while finalizing the permit catalog to facilitate launch) testing of fees inside the applications. Content Incorporate Based on City feedback refine inputs and fee / OpenCounter Refinements SME feedback permit content Acceptance Verify proper Work with City staff to confirm accuracy of OpenCounter Testing content imported and configured information of the triggers permit catalog, concurrent with the creation of front end content (Phase 3). Master Services Agreement Schedule B OpenCounter Confidential OpenCourrter Phase 4: OpenCounter I Business Portal The next phase of this project is the creation of public facing content for the Business Portal. This is a data driven exercise that leverages the materials in the OpenCounter Zoning and Permit Catalog database. Front-end content will be structured in a way that asks the most common permit and license "triggering" questions first to avoid duplicative data entry and help applicants arrive at an estimation of the totality of their project permitting estimation as quickly as possible. This phase is deeply informed by staff expertise and will conclude with an acceptance testing period. Table 4 Date Milestone Line Item Description Responsible Party May 2017 Public Content Create Public Based on the collected data imported into the OpenCounter vl Page Content site during the permit catalog and zoning setups process as well as interviews with permitting staff, create content to guide applicants through the permitting process, as identified in Phase 1, including educational content to guide the applicant through the process of the proposed project. Training Schedule Setup staff training on CMS, dashboard and OpenCounter weekly application handling for City staff and training Economic Development allies (if necessary) seminars (pre- launch) 2 wks. Min. Acceptance Testing Confirm public facing content is accurate OpenCounter + Testing and meets staffs expectations City Pre -launch PR Pre -briefings Work with City staff to give previews of site OpenCounter and to a group of alpha and beta testers (brokers, City chamber, SBDC staff) Facilitate User Group testing in conjunction with the City to ensure that the tool is usable and addressing the concerns of the local business community. Marketing Website Provide banners and logos for integration OpenCounter Integration into Chamber and City website(s). Identity Planning key landing pages for prospective business owners Translation Begin Once given sign off on public content send OpenCounter Database to translation service and upload on Content localized version(s) of site. Translation June 2017 Launch Public Launch Press Conference, Presentation to business OpenCounter and Activities groups and town council, City Master Services Agreement Schedule B OpenCounter Confidential 0 OpenCounter 2. Acceptance Testing When an implementation milestone is ready for use and testing, OpenCounter will notify City and City will commence acceptance testing of the implementation milestone, with such reasonable assistance and support as necessary from OpenCounter personnel. The acceptance test ("Acceptance Test") will be conducted solely for the purpose of demonstrating that the deliverable or functionality ("Milestone") performs in accordance with its specifications set forth in the applicable documentation ("Acceptance Criteria"). The Acceptance Test will be in a form mutually agreed upon between the parties, and will be completed within five (5) business days of the date upon which OpenCounter informs City that the Milestone is ready for testing ("Acceptance Period"). If the Milestone passes the Acceptance Test, City will promptly so notify OpenCounter in writing ("Notice of Acceptance"). If the Milestone does not pass the Acceptance Test, City will notify OpenCounter, in writing, prior to the expiration of the Acceptance Period, specifying in reasonable detail in what respects the Milestone has failed to meet the Acceptance Criteria ("Notice of Rejection"). OpenCounter will promptly correct any deficiencies set forth in the Notice of Rejection, and City will have an additional Acceptance Period to repeat the Acceptance Test for the corrected Milestone. A Milestone will be deemed accepted by City upon the earlier of (i) the issuance by City of a Notice of Acceptance, (ii) the use by City of the Milestone on a production basis, or (iii) the expiration of the applicable Acceptance Period prior to the receipt by OpenCounter of a Notice of Rejection. 3. City Responsibilities and Level of Effort Commercial Development is a complex project involving multiple departments across the City It is critical to the project schedule that City staff are engaged throughout the project in order to ensure successful outcomes. It is also important that stakeholder roles are defined so that decisions can be made effectively and efficiently during the execution of the project. Economic Development and Innovation will serve as the project sponsor ("Project Sponsor"). The Project Sponsor will appoint a project owner ("Project Owner") as the key executive for the project, and a project manager ("Project Manager") to facilitate ongoing project administration. The Project Owner will be responsible testing and accepting Milestones in accordance with the applicable Acceptance Criteria defined above as well as providing strategic oversight for the development of the Instance. The Project Manager will provide access to required data and resources, facilitate calls and meetings with City staff, and provide assistance and support during on-site visits and training sessions. OpenCounter will provide bi-weekly updates during the timeframe outlined in the Implementation Plan set forth in Table 1. The Project Manager will also facilitate calls and meetings with City subject matter experts ("Subject Matter Experts") in specific permitting verticals and provide assistance and support with communications with Subject Matter Experts. Subject Matter Experts time commitments will be limited to project status calls on an as -needed basis and during the verification of City Content during defined Acceptance Testing periods defined in the Implementation Plan. 4. Training The goal of the project is to build a site that will be easy for citizens to use, and for City staff to administer. To that end, OpenCounter will offer training sessions to educate Department staff on the tools, technologies, and best practices of the various components of the Hosted Services. Three (3) training sessions (each 60 minutes) are included within the fees detailed in 6.1 below. Additional training may be provided, upon request by City, at OpenCounter's standard fees for such training. All training will be paid provided remotely via online video conference and such dates and times mutually agreed by the parties. The schedule for the training sessions will be determined by OpenCounter and City project staff and defined during the Project Management Phase of the Implementation Plan outlined above. Master Services Agreement Schedule B OpenCounter Confidential 0 OpenCounter OpenCounter maintains online documentation to explain the functionality of the Hosted Services. Documentation will be updated to reflect new features. The documentation will be accessible through the following links: • httos://heln.ODencounter.com • httns://ODencounter.com/docs • httD://zonine.io/ 5. Publicity and Post -Launch Promotion OpenCounter will link to the Instance on OpenCounter's website at www.opencounter.com. OpenCounter will also tweet new customer announcements on its Twitter account @opencounter. The City will link to the Instance from its homepage, departmental landing pages and in its outbound marketing and promotional materials in order to ensure that the service is easily accessible to small business owners and entrepreneurs. OpenCounter and the City will collaborate on a launch press release as well as a mid -year press release featuring case studies of end users who utilize the tool. These case studies may be leveraged for existing City marketing / program materials. Master Services Agreement Schedule B OpenCounter Confidential 0 OpenCounter 6. Fees and Invoice Schedule. City will pay the fees described below within thirty (30) days after the date of the applicable invoice therefor. Invoices will be addressed to City to the attention of the Project Sponsor. 6.1 Fees by Category Line Item Amount Professional Services: Configuration of OpenCounter Hosted Services (Zoning & Business Portals) $8,500 Localization Line Item Per Language (Optional) $2,500 Year 1 Subscription (commencing on the Launch Date) $22,500 6.3 Invoice Schedule Invoices Date Amount 50% of OpenCounter Configuration: $4,250 *March 2017 $15,500 50% of OpenCounter First Year Subscription (Pre -paid, subscription begins at final acceptance of delivered site): $11,250 Remaining 50% of OpenCounter June 2017 $15,500 Configuration: $4,250 Remaining 50% of OpenCounter Subscription: $11,250 OPTIONAL Per Localization: $2,500 Year 2 Subscription Anniversary of Launch June 2018 $22,500 Date Year 3 Subscription Second anniversary of June 2019 $22,500 Launch Date Master Services Agreement Schedule B OpenCounter Con fdential CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Economic Development Project Manager: Danielle O'Leary Extension: 3460 Contractor Name: OpenCounter Contractor's Contact: Peter Koht Contact's Email: peter@opencounter.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION DEPARTMENT 1 Project Manager a. Email PINS Introductory Notice to Contractor 2 City Attorney 3 Project Manager 4 Project Manager b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor Forward three (2) originals of final agreement to contractor for their signature When necessary, * contractor -sieved agreement agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Public Works Contract > $125,000 Date of Council approval — May 151h, 2017 CONTINUE ROUTING PROCESS WITH HARD COPY Forward signed original agreements to City Attorney with printed copy of this routing form Review and approve hard copy of signed agreement Review and approve insurance in PINS, and bonds (for Public Works Contracts) Agreement executed by Council authorized official Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED REVIEWER DATE Check/Initial 2/27/2017 ❑X 2/28/2017 Click here to enter a date. ❑ Click here to enter a date. ❑ 5/16/2017 ❑x i C-1 N/A Or ❑x 5/15/2017 PRINT 5 Project Manager 6 City Attorney 7 City Attorney 8 City Manager/ Mayor 9 City Clerk b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor Forward three (2) originals of final agreement to contractor for their signature When necessary, * contractor -sieved agreement agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Public Works Contract > $125,000 Date of Council approval — May 151h, 2017 CONTINUE ROUTING PROCESS WITH HARD COPY Forward signed original agreements to City Attorney with printed copy of this routing form Review and approve hard copy of signed agreement Review and approve insurance in PINS, and bonds (for Public Works Contracts) Agreement executed by Council authorized official Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED REVIEWER DATE Check/Initial 2/27/2017 ❑X 2/28/2017 Click here to enter a date. ❑ Click here to enter a date. ❑ 5/16/2017 ❑x i C-1 N/A Or ❑x 5/15/2017