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CD Neighborland Software Platform OrderSoftware Platform Order Effective Date Client: Provider: Project: Client Contact Name: Title: Address: Phone: Email: Billing Contact Name: Title: Phone Email May 1, 2018 The City of San Rafael Neighborland, Inc. 1829 Yaupon Avenue Boulder, CO 80304 General Plan 2040 Raffi Boloyan Planning Manager 1400 5th Avenue, Room 203 San Rafael, CA 94901 (415) 485-3095 raffi.boloyan@cityofsanrafael.org Dan Parham CEO, President 917-501-9506 dan@neighborland.com Attachments to this Services Order: Exhibit A: Platform Description Initial Term of this Agreement: Neighborland The Initial Term of this Agreement shall begin on the Effective Date and end 1 month from implementation completion. This Software Platform & Services Order (the "Services Order"), the Terms and Conditions attached hereto, the Exhibits checked above (collectively, the "Agreement") are entered into by and between Neighborland, Inc. ("Neighborland"), a Delaware corporation, and the Client set forth above, as of the Effective Date set forth above. The platform and services provided by Neighborland during the term of this Agreement, shall be governed by the terms of the Agreement. From time to time, the parties may also enter into statements of work, which upon execution by the parties, will be deemed an attachment to, and incorporated into, the Agreement. Capitalized terms not defined in this Services Order shall have the meanings provided elsewhere in the Agreement. In the event of any conflict between the terms of this Services Order, the Terms and Conditions, and/or the Exhibits, the order of precedence will be as follows in descending order: the terms in (1) the Services Order, (2) the Terms and Conditions, and (3) the applicable Exhibit. In the event of any conflict between the terms of the Agreement and any Statement of Work, the terms of the Statement of Work shall govern but solely with respect to the subject matter of such Statement of Work. Terms and Conditions Definitions 1.1 "Admin Portal" means the administration portal for the Platform made available to Client to configure certain parameters, track user usage, and moderate content on the Co-Branded Site. 1.2 "Client Content" means text, music, sound, images, video, graphics, logos, trademarks, and all other content provided by or on behalf of Client to Neighborland in order to create the Co-Branded Site and/or customize the o G NA Platform for Client as described in this Agreement. Notwithstanding the foregoing, Client Content expressly excludes User Information . 1.3 "Co-Branded Site" means the website(s) owned by Neighborland currently located at the URL(s) set forth on the Services Order, that provides Users access to the Neighborland Software, Neighborland Content and Client Content pursuant to this Agreement. 1.4 "Documentation" means the operating instructions, user manuals, product specifications, "read-me" files, and other documentation that Neighborland makes available to Client in hard copy or electronic form for the Platform, and any modified, updated, or enhanced versions of such documentation. 1.5 "Event Collateral " means the marketing collateral, including mobile whiteboards, posters, flyers , and stickers, used by Neighborland to engage civic participation, and all Intellectual Property Rights therein. 1.6 "Initial Term" means the initial term specified in the Services Order. 1.7 "Intellectual Property Rights" means patents and patent applications, inventions (whether or not patentable), trademarks, service marks, trade dress, copyrights, trade secrets, know-how, data rights, specifications, mask- work rights, moral rights, author's rights, and other intellectual property rights, as may exist now or hereafter come into existence, and all derivatives, renewals and extensions thereof, regardless of whether any of such rights arise under the laws of the United States or of any other state, country or jurisdiction. 1.8 "Platform" means the proprietary software platform described on Exhibit A and used by Neighborland to provide Client the services under this Agreement, and any modified, updated, or enhanced versions of such software platform that Neighborland may use to provide Client such services. 1.9 "Software" means (a) the Platform and (b) any and all code and application programming interfaces developed by Neighborland that enables the integration of the Platform into the web pages on any Co-Branded Site or any other website. 1.10 "Subscription Fee" means the fees identified as the subscription fee on Exhibit A . 1.11 "User" means an end user that engages with any Co-Branded Site during the Term. 1.12 "User Information" means all information and data related to a User that is supplied by Users to Neighborland via a Co-Branded Site. License Grant 2 .1 Subject to the terms and conditions of the Agreement, Neighborland hereby grants to Client a non-exclusive, non-transferable, revocable, limited license, without the right to grant or authorize sublicenses, during the Term, to: (a) access and use the Software over the Internet solely for its own internal business purposes in connection with the Co-Branded Sites and in accordance with the Documentation; (b) reproduce and use a reasonable number of copies of the Documentation in support of the exercise of the license granted in clause (a) above; and (c) use and distribute the Event Collateral as approved by Neighborland on a case-by-case basis. 2.2 Subject to the terms and conditions of this Agreement, each party hereby grants the other party a non- exclusive, non-transferable, revocable limited license, without the right to grant or authorized sublicenses, during the Term to use such party's trademarks, service marks, trade names, logos or other commercial or product designations (collectively, "Marks") solely for the purposes of branding the Co-Branded Site and the Event Collateral. Restrictions 3.1 Client acknowledges that the Software and Documentation embodies, contains, and constitutes valuable trade secrets of Neighborland. Accordingly, Client agrees that it will not, and it will not permit any third party to, (a) access or use the Software, except that Users may use the functionality of the Software as it appears on the Co- Branded Site as expressly permitted in the Documentation; (b) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Software; (c) modify, adapt, translate or create derivative works based on the Software or Documentation made available hereunder; and (d) distribute, license, sublicense, assign, transfer or otherwise make available to any third party any Software or Documentation, except to the extent expressly permitted in Section 16. Client agrees not to remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of Neighborland or its suppliers on or within the Software or Documentation. Neighborland reserves all rights and licenses not expressly granted to Client in Section 2 and no implied license is granted by Neighborland . Services 4.1 SaaS Service. Subject to Client's compliance with the terms and conditions of this Agreement (including Client's payment of the applicable fees), Neighborland will use commercially reasonable efforts to make the Co- Branded Site available to Client and Users at all times. Neighborland will provide Client with technical support related to the Software pursuant to Neighborland's then-current support policies. Client understands and agrees that each User's access to the Co-Branded Site is subject to the then-current Neighborland terms of service and privacy policy. 4.3 Changes. Neighborland reserves the right to change, modify, and otherwise convert the technology used to provide the Software or services; provided that the basic functionality and quality of the Software or services, as applicable, will not be reduced. 4.4 Exclusions. Notwithstanding anything in the Agreement to the contrary, Neighborland will have no responsibility or liability of any kind under this Agreement, arising or resulting from (a) problems caused by failed Internet connections or other hardware, software or equipment which is not owned, controlled or operated by Neighborland; (b) nonconformities resulting from Client's, Users', or any third party's, misuse, abuse, negligence, or improper or unauthorized use of all or any part of the Software or services; (c) modification, amendment, revision, or change to the Software by any person other than Neighborland; or (d) any other factor outside of Neighborland's reasonable control. Client Obligations 5.1 Client Assistance. Client will assist Neighborland in the implementation of the Platform for use with the Co- Branded Site, by providing the Client Content in accordance with the provisions of Section 5.3 and providing any other assistance reasonably requested by Neighborland. Neighborland shall have no liability for deficiencies in the services resulting from the acts or omissions of Client, its agents or employees. 5.2 Client Content. Client shall provide all Client Content within a time period designated by Neighborland in a format specified by Neighborland. Subject to Client's compliance with the terms and conditions of this Agreement, Neighborland will use commercially reasonable efforts to customize the Co-Branded Site and the Platform for use by Client. Client (Public Engagement for Public Schools) hereby grants to Neighborland a non-exclusive, royalty- free, fully-paid, worldwide license, under all of Client's intellectual property and proprietary rights, to reproduce, modify, incorporate, perform and otherwise use the Client Content to customize the Co-Branded Site and the Platform and provide and support the Software for Client. 5.3 User Information. The parties acknowledge and agree that Neighborland is permitted to collect, use and disclose the User Information in accordance with the Neighborland privacy policy posted on the applicable Co- Branded Site, as it may updated by Neighborland from time to time. Client agrees that Neighborland's obligation to maintain any User Information obtained in the course of providing the services shall not extend beyond the term of the Agreement. Neighborland will return the client content upon termination, but can continue to use the user information submitted on the co-branded website pursuant to Neighborland's privacy policy. 5.4 Indemnification. Client will indemnify, defend and hold Neighborland, its affiliates and their respective officers, directors, employees and agents (each a "Neighborland Indemnified Party") harmless from any and all damages, liabilities, losses, costs and expenses (including attorneys' fees) brought by any third party or govemmental authority based on: (a) allegations that the Client Content violates any applicable law or infringe or violate the Intellectual Property Right or the terms of service of any third party; (b) representations, warranties, or guarantees made by Client about the performance or operation of the Software; (c) use of the Admin Portal in such a manner that produces a recommendation that the Software would not otherwise produce; or (d) Excluded Claims (defined in Section 11 below). Under no circumstances shall Client enter into any settlement that involves an admission of liability, negligence or other culpability of Neighborland or any Neighborland Indemnified Party or requires Neighborland or any Neighborland Indemnified Party to contribute to the settlement without Neighborland's prior written consent. Neighborland and any Neighborland Indemnified Party may participate and retain its own counsel at its own expense. Ownership 6.1 By Neighborland. Neighborland and its suppliers retain all right, title and interest in and to all Intellectual Property Rights in the Software, Documentation, and all other materials provided or made available to Client in connection with the services provided by Neighborland, subject to any Intellectual Property Rights in Client Content, and any and all modifications, updates, and enhancements to the foregoing items. In addition, Client hereby licenses Feedback and Blind Data to Neighborland on a worldwide, perpetual, irrevocable, non-exclusive, freely-transferable, fully paid, and royalty-free basis, for Neighborland to use and exploit in any manner and for any purpose. "Feedback" means any and all suggestions and feedback provided to Neighborland by Client or Users regarding the functioning, features, and other characteristics of the Software, Documentation, or other materials provided or made available to Client in connection with the Neighborland services, or the Neighborland services, but excluding suggestions and feedback on Client Content. "Blind Data" means any and all aggregated non-personally identifiable data or information resulting from Client's or Users' use of the Software or services provided by Neighborland. 6.2 By Client. Client retains all right, title and interest, including all Intellectual Property Rights, in and to Client Content. 6.3 Publicity. Client and Neighborland each may refer generally to the existence of this Agreement and use the other's name in press releases, on web sites, and other promotional material, but will not reveal any specific terms of this Agreement or the other the party's Confidential Information. In addition, Client agrees, upon satisfaction with results of the services provided by Neighborland, to participate in occasional case studies or "white papers" with Neighborland. Fees and Payment 7.1 Fees. Client shall pay to Neighborland the fees specified in the Exhibits or the statement of work, as applicable, in accordance with the payment terms specified therein. Neighborland may increase the amount of fees and rates payable by Client upon written notice to Client. The fees are exclusive of all applicable sales, use, value-added and other taxes, or other similar charges, and Client will be responsible for payment of all such taxes (other than taxes based on Neighborland's income), and any related penalties and interest, arising from the payment of the fees or the access or use of the Software by Client, or performance of any services by Neighborland. 7.3 Terms of Payment. All payments made to Neighborland shall be in U.S. Dollars . Except as otherwise set forth in any Exhibit or Statement of Work, all fees and other charges are due and payable to Neighborland within thirty (30) days after the date of Neighborland's invoice in accordance with the payment instructions set forth on such invoice. Client agrees to pay interest at the rate of 1.5% per month (or the maximum rate allowed by law, whichever is lower) on amounts more than thirty (30) days past due, and to pay all reasonable costs, including attorneys' fees and costs, associated with Neighborland's collection of past due amounts. In addition, Neighborland reserves the right to suspend any or all services hereunder if payments are more than thirty (30) days past due. Term and Termination 8.1 Term. The Agreement and the licenses and rights granted under it shall remain in effect from the Effective Date of the Agreement up to the end of Initial Term set forth in the Services Order and, thereafter, shall automatically renew for subsequent terms of length equal to one month, unless otherwise terminated in accordance with the terms of the Agreement or in writing by either party at least thirty (30) days prior to the end of the then current term. 8.2 Termination for Cause . Either party may terminate the Agreement by giving written notice to the other party if such other party materially breaches any provision of this Agreement, such termination to be effective (a) on the thirty-first (31SI) day following the date on such notice, if the breach, is capable of being cured, and is not cured within thirty (30) days following the date on such notice or (b) immediately, if the breach is not capable of cure. 8.3 Termination for Insolvency. The Agreement may be terminated by either party effectively immediately upon written notice to the other party, if the other party takes any corporate action to dissolve, liquidate or wind-up its business, makes a general assignment for the benefit of its creditors, or proceedings or a case are commenced in any court of competent jurisdiction by or against such party seeking (a) such party's reorganization, liquidation, dissolution, arrangement or winding-up, or the composition or readjustment of its debts, (b) the appointment of a receiver or trustee for or over such party's property, or (c) similar relief in respect of such party under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debt, and such proceedings or case will continue undismissed, or an order with respect to .the foregoing will be entered and continue unstayed, for a period of more than thirty (30) days. 8.4 Effects of Termination. Upon expiration or termination of the Agreement for any reason, (a) each party shall cease using, and destroy, any and all information or materials supplied by the other party pursuant to the Agreement, and all copies thereof in such party's possession or control, including the Documentation and Client Content, as applicable and (b) all fees due Neighborland under the terms of the Agreement shall be immediately due and payable. The following Sections will survive expiration or termination of the Agreement for any reason: 1, 3,5.5,6,8 (to the extent any amounts are owed as of termination or expiration), 9.4, and 10 through 16 (inclusive ). Confidential Information 9.1 "Confidential Information" means, with respect to (a) Neighborland, (i) the Software, Documentation, Feedback, and Client's username, (ii) the fees, and (iii) all materials and information disclosed under this Agreement that are marked "confidential" by Neighborland or that Client knows or should have known, under the circumstances, are considered confidential by Neighborland; and (b) Client, all materials and information disclosed under this Agreement that are marked "confidential" by Client or that Neighborland knows or should have known, under the circumstances, are considered confidential by Client. "Confidential Information" does not included User Information. 9.2 Each party will: (a) not disclose to any third party or cause to be disclosed any of the other party's Confidential Information unless authorized in writing by the other party; (b) refrain from using the other party's Confidential Information except as authorized under the Agreement; and (c) preserve and protect the confidentiality of the other party's Confidential Information with the same degree of care it uses to protect its own Confidential Information, but in no event less than reasonable care. 9.3 Confidential Information does not include information that is: (a) publicly available through no fault of the receiving party; (b) otherwise known to the receiving party through no wrongful conduct of the receiving party; (c) disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; or (d) independently developed by the receiving party without access to, or use of, the disclosing party's Confidential Information. 9.4 The receiving party will be allowed to disclose Confidential Information of the disclosing party without violating Section 10.2 to the extent that such Confidential Information is required to be disclosed by law or court order; provided, however, that the receiving party shall first give the disclosing party prompt notice of such order so that the disclosing party may take appropriate actions to protect its rights, including seeking a protective order or other appropriate remedy. 9.5 The receiving party will either, at its option, return to the disclosing party or destroy all Confidential Information of the disclosing party in the receiving party's possession or control promptly upon the written request of the disclosing party or the expiration or termination of the Agreement, whichever comes first. At the disclosing party's request, the receiving party will certify in writing signed by an officer of the receiving party that it has fully complied with its obligations under this Section 10.5. Infringement Indemnification Neighborland will defend at its own expense any action against Client brought by a third party to the extent that the action is based upon a claim that the Software infringes any copyrights or misappropriate any trade secrets of such third party, and Neighborland will pay those costs and damages finally awarded against Client in any such action that are specifically attributable to such claim or those costs and damages agreed to by Neighborland in a monetary settlement of such action.The foregoing obligations are conditioned on Client notifying Neighborland promptly in writing of such action, giving Neighborland sole control of the defense thereof and any related settlement negotiations, and cooperating and, at Neighborland's reasonable request and expense, assisting in such defense. If the Software becomes, or in Neighborland's opinion is likely to become, the subject of an infringement claim, Neighborland may, at its option and expense, either (a) procure for Client the right to continue exercising the rights licensed hereunder; (b) replace or modify the Software so that it becomes non-infringing; or (c) refund to Client any fees paid in advance by Client for any unused portion of the then-current term of the Agreement, whereupon Neighborland may terminate this Agreement upon written notice to Client. Notwithstanding the foregoing, Neighborland will have no obligation under this Section or otherwise with respect to any infringement or misappropriation claim (each, an "Excluded Claim") (i) that is pending or threatened against Client as of the Effective Date, (ii) based upon any modification of the Software by any person other than Neighborland, (ii) based upon the use, operation, or combination of the Software with software programs, data, equipment, materials or business processes not provided by Neighborland, if the claim would have been avoided by the use of the Software without such software programs, data, equipment, materials, or business processes, or (iv) based upon Client Content if the claim would not have arisen but for the incorporation of Client Content. This Section states Neighborland's entire liability and Client's sole and exclusive remedy for infringement and misappropriation claims and actions. Disclaimer Neighborland makes no warranties whatsoever, either express, implied, or statutory, with regard to this agreement or the software or services provided by Neighborland, including any warranties of title, non- infringement, merchantability, or fitness for a particular purpose. Neighborland does not warrant that the software or services will be error-free or uninterrupted or that the results of their use will be correct, accurate, or reliable. Client acknowledges that it has relied on no warranties and that no warranties are made by any of Neighborland's suppliers. Limitation of Liability In no event shall Neighborland be liable, under any contract, tort, strict liability or other theory, for any special, punitive, indirect, incidental or consequential damages including loss of or damage to data, cost of cover, loss of anticipated revenue or profits, work stoppage or impairment of other assets, arising from or in connection with the agreement or Neighborland's performance hereunder or the use, misuse, or inability to use, in whole or in part, the software or services provided by Neighborland, whether or not foreseeable and whether or not a party has been advised of the possibility of such damages. In no event shall Neighborland's total cumulative liability arising from or in connection with the agreement and the software and services provided by Neighborland, under any contract, tort, strict liability or other theory, exceed the total subscription fee actually paid to Neighborland by client under the agreement in the twelve (12) month period immediately preceding the date the first claim giving rise to the liability arose. Client agrees that Neighborland's suppliers will have no liability of any kind under or as a result of the agreement. The foregoing limitations of liability are independent of any exclusive remedies set forth in this agreement. Force Majeure Neither party shall be responsible for any delay in its performance due to labor disputes, shortage of materials, fire, earthquake, flood, or any other cause beyond its reasonable control, except payments by Client to Neighborland that are due pursuant to the terms of the Agreement. Notices Any notice or other communication required or permitted under this Agreement shall be given in writing and shall be conclusively deemed effectively given upon personal delivery or delivery by courier, or on the first business day after transmission if sent by confirmed facsimile transmission or electronic mail transmission, or five (5) business days after deposit in the United States first class mail, by registered or certified mail, postage prepaid, addressed to the party's address set forth in the Services Order or at such other address as each party may designate by ten (10) business days' advance written notice to the other party in accordance with this Section. Miscellaneous Client may not assign, delegate or otherwise transfer the Agreement or any of its rights or obligations hereunder to a third party without the written consent of Neighborland, except pursuant to a transfer of all or substantially all of Client's business and assets, whether by merger, sale of assets, sale of stock, or otherwise. Any such attempted assignment, delegation, or transfer shall be null and void. Any waiver, amendment or modification of any provision of the Agreement must be in writing and executed by both parties. The failure of either party to exercise any right provided for by the Agreement shall not be deemed a waiver of that right. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party's obligations have been duly authorized and that the Agreement is a valid and legal agreement binding on the party and enforceable according to its terms. The Agreement shall be governed by, and construed in accordance with, the laws of the State of California, excluding those laws that direct the application of the laws of another jurisdiction and including its statute of limitations. If any term or provision of the Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, that provision shall be stricken from the Agreement and shall not affect the legality, enforceability or validity of the remainder of the Agreement. The parties acknowledge and agree that they are dealing with each other as independent contractors. Nothing in the Agreement and its performance shall be construed as creating a joint venture or agency between Neighborland and Client. The Agreement, including the Exhibits and Statements of Work attached hereto, constitute the entire agreement between the parties regarding this subject matter, and supersedes all prior oral or written agreements or communications with regard to the subject matter described. The 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. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word "including" means "including but not limited to." IN WITNESS WHEREOF, each of the Parties has signed this Agreement as of the Effective Date. Neighborland, Inc. By: ~~-=::P::> Dan Parham CEO, Neighborland By: -y~~~~~-\------- Attest: 'e<' ~ Lindsay Lara, City Clerk Approved as to Ionn: ~ ,..;;.. a ~ Ifn-{lr:t Robert F. Epstein, Attorney' Exhibit A Platform Description Platform. The Platform is the Neighborland "software as a service" platform that will enable Client to create a project website on Neighborland.com. Services. Our software enables facilitators to: • Easily publish and manage project websites • Quickly publish text, images, video, documents, and events to project pages • Collect, curate, and publish stakeholder feedback (ideas, votes, comments) on any web-enabled device • Upload stakeholder feedback from workshops and events in public space • Publish single-and multiple-choice surveys, and collect stakeholder input • Map resident ideas, insights, and solutions to specific locations and categorize by topic • Moderate stakeholder engagement with project administration tools • Activate participants at key inflection points of projects with email notifications • Visually theme pages with each project's visual identity • Collect insights via SMS, and/or Twitter • Analyze project and participant data (including optional demographic data) with a real-time project dashboard and Google At:1alytics integration • Provide government and enterprise level security and reliability (99.99% uptime) • Provide consumer grade site performance (2 second or less page loading times) • Enable residents to easily share feedback on social media (Facebook, Twitter, Google) • Access project data via our API which uses SSL, RESTful resources, JSON, and UTF-8 encoding (API Documentation) • Collect donations with Stripe, in accordance with Stripe's processing fees (2 .9% + $.30Itransaction) • Meet ADA and W3C requirements • Export all participant data at the end of the project (.csv file) Project Fee. For the Co-Branded Site (Project), Client agrees to pay Neighborland the following subscription fee in accordance with the license granted in Section 2 of the Terms and Conditions (the "Subscription Fee"). This project will be active for 20 months for a total cost of $10,000. Payment. Project fees are due on activation of accounts. Optional Additional Services. Client can extend the monthly license of the software for up to 12 months for the same subscription fee. Client can host a "closed" project (no administrative capabilities) on Neighborland for $5,000/year to preserve documentation of the project online. 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: Community Development Project Manager: Raffi Boloyan Extension: 3095 Contractor Name: Neighborland, Inc. SaaS -General Plan 2040 Contractor's Contact: Dan Parham' Contact's Email: dan@neighborland.com o FPPC: Check if Contractor/Consultant must file Form 700 Step 1 2 3 4 5 6 7 RESPONSIBLE DEPARTMENT Project Manager City Attorney Project Manager Project Manager PRINT Project Manager City Attorney City Attorney DESCRIPTION a. Email PINS Introductory Notice to Contractor 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 (3) originals of final agreement to contractor for their signature When necessary, * contractor-signed agreement agendized for Council approval *PSA> $20,000 ; or Purchase> $35,000; or Public Works Contract> $125,000 Date of Council approval 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) COMPLETED DATE Click here to enter a date . 4/18/2018 5/1/2018 5/1/2018 5/1/2018 ~ N/A Or Click here to enter a date. 5/1/2018 REVIEWER Check/Initial RS ~ LG ~ LG o RB 8 City Manager / Mayor Agreement executed by Council authorized official ~/Irl{~~ ~ 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager