Permitting and Licensing Software MSA Page 11
Master Services Agreement
This Master Services Agreement ("Agreement") is agreed to by and between GovBuilt, LLC, a
Kansas limited liability company("GovBuilt"or"Consultant'),and the City of Salina, Kansas("Client"or
"City")jointly, "Parties")and shall be effective as of the later date of signing indicated at the end of this
Agreement("Effective Date").
RECITALS
WHEREAS, GovBuilt is engaged in the business of developing, marketing and selling custom permitting,
licensing and a proprietary custom content type platform. Additional services include integration solutions for
data storage, retrieval,financial payment systems,and GIS build out. Development of custom content type build
out with proprietary software modules. Design, consulting, project development, implementation, support and
hosting.
WHEREAS, Client wishes to engage in a relationship with GovBuilt for such services and/or license for
use of proprietary software developed and owned by GovBuilt;
WHEREAS, Client and GovBuilt have agreed to certain terms as set forth in this Agreement by this written
instrument duly executed by the Parties;
NOW,THEREFORE, Client and GovBuilt agree as follows:
Statements of Work
1. GovBuilt agrees to perform services and/or produce deliverables in accordance with the
Statement(s) of Work in consideration of the fees described in the same Statement(s) of Work.
Multiple and successive Statement(s) of Work may be entered into hereto. Such Statement(s) of
Work are incorporated into this Agreement by reference and subject to the terms & conditions
contained herein pursuant to Section 25.
Ownership&Content Responsibility
2. Upon full and complete payment of submitted invoices for any SOW Project Development Fees,
Client will own the Customer Content(defined as any module content,importable/exportable data,
and archived information as created by GovBuilt on behalf of Client pursuant to this Agreement).
3. Upon completion of any SOW Project Development, Client will assume full responsibility for
Platform, module content maintenance and administration. Client, not GovBuilt, shall have sole
responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and
intellectual property ownership or right to use of all Customer Content.
4. Client agrees that GovBuilt shall not migrate, convert, or port content or information that could
reasonably be construed to be time-sensitive in relationship to license or permitting.
5. Client will make a reasonable attempt to work with GovBuilt, if requested,to create a news item to
be released in conjunction with their project Go-Live date. Client will provide GovBuilt with contact
information for local and regional media outlets. GovBuilt may use the press release in any
marketing materials as desired throughout the term of this Agreement, however, the decision by
Client to work with GovBuilt under this provision shall be in the sole discretion of Client and such
cooperation may be withheld by Client for any reason sufficient to Client.
1310 Westloop PI Ste A, Box 254
6 G O V`/B U I LT Manhattan, KS 66502
TOMORROW'S GOVERNMENT BUILT TODAY Robert Disberger: 785-556-0110
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Intellectual Property&Ownership
6. Intellectual Property of any software or other original works created by GovBuilt prior and after
to the execution of this Agreement will remain the property of GovBuilt.
7. Client shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise
commercially exploit or make available to any third party any GovBuilt Property in any way; (ii)
modify or make derivative works based upon any GovBuilt Property; (iii) create Internet "links"
to the GovBuilt Property software or "frame" or "mirror" any GovBuilt Property administrative
access on any other server or wireless or Internet-based device; or (iv) reverse engineer or
access any GovBuilt Property in order to (a) build a competitive product or service, (b) build a
product using similar ideas,features,functions or graphics of any GovBuilt Property,or(c)copy
any ideas, features, functions or graphics of any GovBuilt Property. The GovBuilt name, the
GovBuilt logo, and the product and module names associated with any GovBuilt Property are
trademarks of GovBuilt, and no right or license is granted to use them.
8. All documents (digital or paper), emails, notes and images provided by the Client or created by
GovBuilt for the project will be owned by the client. Data does not include Source Code added
to the GovBuilt Platform.
Invoicing&Payment Terms
9. Invoices shall be sent electronically in the manner described in the relevant Statement of Work.
$58,000 of your total investment due at Project Kick-Off Meeting, $91,025 will be invoiced on
January 1,2024,and$91,025 will be due after training. Upon request GovBuilt will mail invoices
and the Client will be charged a$5.00 convenience fee.
10. Payment shall be due 30 days from date of invoice. Unless otherwise limited by law, a finance
charge of 1.5 percent (%) per month or$5.00, whichever is greater, will be added to past due
accounts. Payments received will be applied first to finance charges, then to the oldest
outstanding invoice(s).
11. If a client change in timeline causes GovBuilt to incur additional expenses (i.e. airline
change fees), Client agrees to reimburse GovBuilt for those fees. Not to exceed $1,000
per GovBuilt resource per trip.
Taxes
12. It is GovBuilt' policy to pass through sales tax in those jurisdictions where such tax is required. If
the Client is tax-exempt, the Client must provide GovBuilt proof of their tax-exempt status, within
fifteen (15) days of contract signing, and this agreement will not be taxed. If the Client's state
taxation laws change, the Client will begin to be charged sales tax in accordance with their
jurisdiction's tax requirements and GovBuilt has the right to collect payment from the Client for past
due taxes.
Indemnification
13. To the extent permitted by the law of Client's state, Client and GovBuilt shall defend, indemnify
and hold the other Party harmless, its partners, employees, and agents from and against any and
all lawsuits,claims,demands,penalties,losses,fines,liabilities,damages,and expenses including
attorney's fees of any kind,without limitation, in connection with the operations of and installation
of software contemplated by this Agreement, or otherwise arising out of or in any way connected
with the GovBuilt provision of service and performance under this Agreement. This section shall
1310 Westloop PI Ste A, Box 254
6 G O`V/B U I LT Manhattan, KS 66502
TOMORROW'S GOVERNMENT BUILT TODAY Robert Disberger: 785-556-0110
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not apply to the extent that any loss or damage is caused by the negligence or willful misconduct
on the part of either party.
Liabilities
14. GovBuilt will not be liable for any act, omission of act, negligence or defect in the quality of service
of any underlying carrier or other service provider whose facilities or services are used in furnishing
any portion of the service received by the Client.
15. GovBuilt will not be liable for any failure of performance that is caused by or the result of any act
or omission by Client or any entity employed/contracted on the Client's behalf.
16. Client agrees that it is solely responsible for any solicitation, collection, storage, or other use of
end-users' Personal Data on the platform or online service provided by GovBuilt. Client further
agrees that GovBuilt has no responsibility for the use or storage of end-users' Personal Data in
connection with the platform or the consequences of the solicitation, collection, storage, or other
use by Client or by any third party of Personal Data.
17. To the extent it may apply to any service or deliverable of any SOW, user logins are for designated
individuals chosen by Client("Users")and cannot be shared or used by more than one User. Client
will be responsible for the confidentiality and use of User's passwords and usernames. Client will
also be responsible for all Electronic Communications, including those containing business
information,account registration,account holder information,financial information,Client Data,and
all other data of any kind contained within emails or otherwise entered electronically through any
GovBuilt Property or under Client's account. GovBuilt will act as though Client will have sent any
Electronic Communications it receives under Client's passwords, username, and/or account
number. Client shall use commercially reasonable efforts to prevent unauthorized access to or use
of any GovBuilt Property and shall promptly notify GovBuilt of any unauthorized access or use of
GovBuilt Property and any loss or theft or unauthorized use of any User's password or name and/or
user personal information.
18. Client shall comply with all applicable local, state, and federal laws, treaties, regulations,
and conventions in connection with its use of any GovBuilt Property.
Insurance
19. Types and Amount of Coverage.
19.1 The Consultant agrees to obtain insurance coverage as specified in the attached and
incorporated Exhibit A, attached hereto, and shall not make any material modification or
change from these specifications without the prior approval of the City. If the Consultant
subcontracts any of its obligations under this Agreement,the Consultant shall require each
such subcontractor to obtain insurance coverage as specified in Exhibit A. Failure of the
Consultant or its subcontractors to comply with these requirements shall not be construed
as a waiver of these requirements or provisions and shall not relieve the Consultant of
liability.
19.2Ratinq.All insurance policies shall be issued by insurance companies rated no less than A-
VII in the most recent"Bests"insurance guide,and admitted in the State of Kansas. Except
as otherwise specified in Exhibit A,all such policies shall be in such form and contain such
provisions as are generally considered standard for the type of insurance involved.
19.3.Certificate of Insurance. The parties acknowledge that the Consultant has provided the
City with a certificate of insurance listing the City as the Certificate Holder and evidencing
compliance with the insurance requirements in this Agreement. The City reserves the right
to require complete certified copies of all insurance policies procured by the Consultant
pursuant to this Agreement, including any and all endorsements affecting the coverage
required hereunder.
1310 Westloop PI Ste A, Box 254
6 G OV B U I LT Manhattan, KS 66502
TOMORROW'S GOVERNMENT BUILT TODAY Robert Disberger: 785-556-0110
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Force Majeure
20. No party shall have any liability to the other hereunder by reason of any delay or failure to perform
any obligation or covenant if the delay or failure to perform is occasioned by force majeure,meaning
any act of God,storm,fire,casualty, unanticipated work stoppage,strike, lockout,labor dispute,civic
disturbance,riot,war, national emergency,act of public enemy,or other cause of similar or dissimilar
nature beyond its control.
Term &Termination
21. The term of this agreement shall be for 3 years from the Effective Date or the termination or
expiration of any associated Statement of Work("SOW"). The city will receive a 5%technology fee
annually.
22. Either Party may terminate this Agreement or any associated SOW at any time by providing the
other Party with 30 days' advance written notice.
23. Unless terminated by either Party pursuant to Section 22 or 29, this Agreement will renew another
1-year term.
24. Notwithstanding the above, in the event this Agreement or any SOW is terminated, GovBuilt shall
be compensated for such services as have been satisfactorily performed through the date of
termination (but no compensation shall be earned after the effective date of termination) and any
outstanding Annual Services shall be prorated from the beginning of the renewal term to the date of
termination.
Other Documents
25. The SOW and Description is from the City of Salina, Kansas/GovBuilt proposal dated June 13,2023
and to be made part of this Contract.
26. In the case of any conflict between the terms of this Agreement and any incorporated documents,
such conflicts shall be resolved with the incorporated documents taking the following order of
precedence:
a. Statement(s)of Work in descending order of execution (for example,the most recent SOW
will control over other in the event of a conflict in terms). Proposal dated June 13,2023.
b. Any Future Change Orders approved by both parties.
Miscellaneous Provisions
27. Severability. The invalidity, in whole or in part, of any provision of this Agreement shall not void or
affect the validity of any other provision of this Agreement.
28. Amendment, assignment, subcontracting. No amendment, assignment, subcontracting, or change
to this Agreement or any included SOW shall be effective unless by a written instrument executed
by each of the Parties.
29. Default. If either party fails to comply with any term of this Agreement within ten (10) days after
written notice to comply has been mailed by the non-defaulting party to the defaulting party, such
failure shall be deemed an immediate breach of this Agreement ("Event of Default"). Upon the
occurrence of an Event of Default, the non-defaulting party shall have the following rights and
remedies, in addition to any other rights and remedies provided under this Agreement or by law:
29.1 Termination. The non-defaulting party shall have the right to terminate this Agreement or
terminate the defaulting party's rights under this Agreement.
29.2 Other Remedies. The non-defaulting party may pursue any available remedy at law or in
equity (including specific performance) by suit, action, mandamus or other proceeding to
enforce and compel the performance of the duties and obligations set forth in this
Agreement, to enforce or preserve any other rights or interests of the non-defaulting party
under this Agreement or otherwise existing at law or in equity and to recover any damages
incurred by the non-defaulting party resulting from such Event of Default.
1310 Westloop PI Ste A, Box 254
6 G OV B U I LT Manhattan, KS 66502
TOMORROW'S GOVERNMENT BUILT TODAY Robert Disberger: 785-556-0110
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Page 15
30. Non-appropriation. The City is subject to Kansas budget and cash basis laws, and operates on a
calendar fiscal year. In the event that this Agreement involves financial obligations spanning multiple
fiscal years for the City, it is subject to annual appropriation by the City's governing body for future
fiscal years. If the City's governing body does not appropriate the funds necessary to fulfill the City's
financial obligations pursuant to this Agreement, the City shall so notify the other parties to this
Agreement and this Agreement shall be null and void for purposes of the fiscal year(s) affected by
the decision of the governing body not to appropriate.
31. Equal opportunity.
(a) In conformity with the Kansas act against discrimination and Chapter 13 of the Salina Code, the
Consultant and its subcontractors, if any, agree that:
(1) The Consultant shall observe the provisions of the Kansas act against discrimination and
Chapter 13 of the Salina Code and in doing so shall not discriminate against any person in
the performance of work under this Agreement because of race, sex, religion, age, color,
national origin, ancestry or disability;
(2) The Consultant shall include in all solicitations, or advertisements for employees, the phrase
"equal opportunity employer,"or a similar phrase to be approved by the City's human relations
director;
(3) If the Consultant fails to comply with the manner in which the Consultant reports to the Kansas
human rights commission in accordance with the provisions of K.S.A. 44-1031 and
amendments thereto, the Consultant shall be deemed to have breached this Agreement and
it may be canceled, terminated or suspended, in whole or in part, by the City;
(4) If the Consultant is found guilty of a violation of Chapter 13 of the Salina Code or the Kansas
act against discrimination under a decision or order of the Salina human relations commission
or the Kansas human rights commission which has become final, the Consultant shall be
deemed to have breached this Agreement and it may be canceled,terminated or suspended,
in whole or in part, by the City;
(5) The Consultant shall not discriminate against any employee or applicant for employment in
the performance of this Agreement because of race, sex, religion, age, color, national origin,
ancestry or disability; and
(6) The Consultant shall include similar provisions in any subcontract under this Agreement.
(b) The provisions of this section shall not apply to this Agreement if the Consultant:
(1) Employs fewer than four employees during the term of this Agreement; or
(2) Contracts with the City for cumulatively$5,000 or less during the City's calendar fiscal year.
32. Attorney fees. If any suit or action is instituted by either party hereunder, including all appeals, the
prevailing party in such suit or action shall be entitled to recover reasonable attorney fees and expenses
from the non-prevailing party, in addition to any other amounts to which it may be entitled.
33. Applicable law, venue. This Agreement and its validity, construction and performance shall be
governed by the laws of Kansas. In the event of any legal action to enforce or interpret this Agreement,
the sole and exclusive venue shall be in the Saline County, Kansas District Court.
34. Time. Time is of the essence of this Agreement.
35. Administration of agreement. All references in this Agreement requiring the City's participation or
approval shall mean the participation or approval of the City Manager or designee, unless otherwise
provided herein.
36. Waiver. No failure or delay by a party hereto to insist on the strict performance of any term of this
Agreement,or to exercise any right or remedy consequent to a breach thereof,shall constitute a waiver
of any breach or any subsequent breach of such term. No waiver of any breach hereunder shall affect
or alter the remaining terms of this Agreement,but each and every term of this Agreement shall continue
in full force and effect with respect to any other then existing or subsequent breach thereof.
37. No third party beneficiaries. Solely the parties to this Agreement shall have rights and may make
claims under this Agreement. There are no intended third party beneficiaries under this Agreement,and
no third parties shall have any rights or make any claims hereunder.
1310 Westloop PI Ste A, Box 254
6 G J\/B U I LT Manhattan, KS 66502
TOMORROW'S GOVERNMENT BUILT TODAY Robert Disberger: 785-556-0110
Page 16
Interlocal Purchasing Consent
38. This Agreement and any attached SOWs may be extended to any public entity in any other state
within the union at base SOW prices.
CITY OF SALINA, KANSAS GOVBUILT
By: II By: 2 _ 2
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1 Mich el . chrage . Date Name:1 ,. 9' ,,., fge( Date
City Manager Title: ) 0 „ . _, —
Attest:
)(ix i 1, A..):_ ,Qn
Nikki Goding
City Clerk
1310 Westloop PI Ste A, Box 254
6 G OV B U I LT Manhattan, KS 66502
TOMORROW'S GOVERNMENT BUILT TODAY Robert Disberger: 785-556-0110
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