13-084 Purple Forge Corporation, Agreement to Provide Subscription Based Hosted iPhone App Service OFFICE OF THE CITY CLERK
CITY HALL
�5
-c.I94, 10300 TORRE AVENUE • CUPERTINO,CA 95014-3255
TELEPHONE: (408)777-3223 • FAX: (408)777-3366
CUPERTINO
WEBSITE:www.cupertino.org
June 27, 2013
Purple Forge Corporation
900 Greenbank Road, Suite 315
Ottawa, Ontario K2J4P6
Attn: Brian Hurley
Re: Services Agreement
A signed copy of your agreement with the City of Cupertino is enclosed. If you have
any questions or need additional information, please contact the Communications
Department at (408) 777-3264
Sincerely,
0
Brittany Carey
Senior Office Assistant
City Clerk's Office
Enclosures
cc: Communication
j I SERVICES AGREEMENT PO 5 Pv/)j
This S ices Agreement is entered into as of June 21, 2013 by and between Purple Forge
Corporation ("Contractor") with its principal place of business at 900 Greenbank Rd,,Suite 315, Ottawa,
Ontario K2J 4P9 and the City of Cupertino ("Subscriber"), with its principal place of business at Cupertino
City Hall, 10300 Tone Avenue, Cupertino, CA 95014-3202.
WHEREAS the Subscriber wishes to engage the Contractor as an independent contractor to perform
certain services for the Subscriber as set forth in certain Statement of Work(s)as may be entered into between
the parties from time to time(in each case,the"Statement of Work");and
AND WHEREAS Contractor wishes to perform such services as an independent contractor to the
Subscriber,
NOW THEREFORE, in consideration of the mutual promises contained herein, the Subscriber and
Contractor agree as follows:
Article 1 -Services to be Performed
1.1 The Subscriber hereby retains Contractor to perform services (the "Services") to the
Subscriber as set forth in the Statement of Work attached hereto in Schedule A.
1.2 This Statement of Work is hereby incorporated in full into this Agreement by reference
and shall be subject to the terms and conditions of this Agreement. Except as specifically stated herein to
the contrary or required by context, all references to this Agreement herein shall be interpreted to include
a reference to any and all applicable Statement of Work issued hereunder.
Article 2 -Compensation to Contractor
2.1 In consideration for the Services rendered by Contractor hereunder,the Subscriber shall pay
to Contractor the fees as set forth in the applicable Statement of Work. Such fees shall be paid to the
Contractor at such times and in such manner as are specified in the applicable Statement of Work.
Article 3—Service Level Agreement
3.1 Purple Forge shall attempt to provide the Services for twenty-four(24)hours per day, seven
(7) days per week throughout the term of this Agreement. The Subscriber agrees that from time to time the
Services may be inaccessible or inoperable for any reason, including, without limitation: i) equipment
malfunctions; , ii)periodic maintenance procedures or repairs that the Contractor may undertake from time to
time; or ii) causes beyond the control of the Contractor or that are not reasonably foreseeable by the
Contractor, including,without limitation, interruption or failure of telecommunication or digital transmission
links, hostile network attacks network congestion or other failures. The Subscriber agrees that the Contractor
has no control of availability of the Services on a continuous or uninterrupted basis.
3.2 Terms of the Purple Forge Service Level Agreement are outlined in Schedule B.
Article 4-Liability and Indemnification
4.1 Contractor Indemnity. Contractor shall indemnify, defend and hold the Subscriber
harmless from and against any and all loss, damages, claims, demands, actions and costs (including
reasonable legal/attorney fees), charges, expenses, liabilities, final settlement or award made to a third
party by a court or tribunal of competent jurisdiction incurred directly or indirectly out of or in connection
with any alleged misappropriation or infringement by the Services of any third party's proprietary or
intellectual property right ("IPR Claim"); provided that, Subscriber shall notify Contractor promptly of
any such claim, permit Contractor to control the defense and settlement of such claim (provided that
Subscriber may participate with counsel of its own choosing),and reasonably assist the Contractor, at
Contractor's expense, in defending or settling such IPR Claim. If Contractor has reason to believe that it
would be subject to an injunction or continuing damages based on the Services or if Subscriber,
Contractor or any user is subject to an injunction or continuing damages based on the Services, then
Contractor may, at its option: (i) procure the rights necessary for Subscriber to continue to use the
Services or(ii)terminate this Agreement and the Services immediately.
4.2 Subscriber Indemnity. Subscriber shall indemnify, defend, and hold Contractor harmless
from and against any and all loss, damage, claims, demands, actions and costs (including legal/attorney
fees), charges, expenses and liabilities of whatsoever nature incurred directly or indirectly out of or in
connection with: (i) the alleged misappropriation or infringement of the proprietary or intellectual
property rights of a third party in respect of the content and/or use of the Subscriber's website; (ii) any
representation, warranty or other commitment made by Subscriber to any third party (including users) in
respect to the Services; or(iii) use of the Services in breach of this Agreement or in contravention of the
law ("Claim").
Contractor shall permit Subscriber to control the defense and settlement of such Claim (provided that
Contractor may participate with counsel of its own choosing), and Contractor shall provide reasonable
assistance, at Subscriber's expense, in defending or settling such Claim. If either party has reason to
believe that it would be subject to an injunction o continuing damages based on the Content or
Subscriber site,then such party shall promptly notify the other and the parties shall cooperate to take such
action as necessary to ensure the Services are no longer infringing.
4.3 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOST
PROFITS OR FOR ANY INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS
OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER
SIMILAR PECUNIARY LOSS),HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY
(INCLUDING NEGLIGENCE) AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGE. EXCEPT FOR OBLIGATIONS UNDER SECTION 4.1 or
4.2, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR DAMAGES
ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY
SUBCRIBER IN THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM
AROSE.
Article 5 -Term and Termination
5.1 This Agreement shall be effective as of date first set forth above.
5.2 The term of any Statement of Work shall be set forth therein and in no event shall it exceed
the termination and/or expiration of the services to be performed.
5.3 This Agreement may be terminated by either party at any time for any reason upon thirty
(30) days' written notice. Any individual Statement of Work under this Agreement may be terminated by
either party at any time for any reason,in whole or in part,upon thirty(30)days'written notice.
5.4 The provisions of this Agreement shall survive the expiration or termination of this
Agreement to the extent necessary to give effect to the intent and understanding of the parties.
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To Subscriber:
Cupertino City Hall,
10300 Torre Avenue,
Cupertino,CA 95014-32,02
Attn:Rick Kitson V
Phone: +1.408 777.3262
Fax: +1.408.777.3366
Email:rick @cupertino.org
To Contractor:
Purple Forge Corporation
900 Greenback Rd,Suite 315
Ottawa,Ontario K2J 4P6
Attn:Brian Hurley
Phone:613-216-2148
Facsimile:613-482-9451
brian@putple forge,com
6.4 This Agreement and any disputes arising out of or in connection with this Agreement,shall
be governed by and construed in accordance with the laws of the Santa Clara County,California excluding
its rules governing conflicts of laws. The courts within the Santa Clara County, California shall have
exclusive jurisdiction to adjudicate any disputes arising otr.of or in connection with this Agreement.
IN WITNESS WHEREOF', the parties hereto have caused this Agreement to be executed by their
duly authorized representative. ff
City of 'up tino Purple f. rge orpo atigh
13�.1t..f'G 1/
Name:Rick Kitson game:. Thn C
Title:Communications Director Title:VP Sales Si Marketing
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Article 6-General Provisions
6.1 This Agreement constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior agreements between the parties, whether written or oral,
relating to the same subject matter. No modification, amendments or supplements to this Agreement shall
be effective for any purpose unless in writing, signed by each party.
6.2 This Agreement and any Statement of Work may be executed in two or more
counterparts, each of which shall be deemed one integrated agreement, and any counterpart thereof may
be executed and transmitted by facsimile. The facsimile signature shall be valid and acceptable for all
purposes as if it were an original.
6.3 Unless otherwise specifically set forth in an Statement of Work in respect of any project
described therein, all notices relating to this Agreement shall be in writing and shall be deemed given (i)
in the case of mail, on the date deposited in the mail, postage pre-paid, either registered or certified, with
return receipt requested (or its equivalent); (ii) in the case of personal delivery to an authorized
representative or officer of the party, or in the case of express courier service or overnight delivery service
of national standing, on the date of delivery or attempted delivery(if receipt is refused); or(iii) in the case
of facsimile, 24 hours after it has been sent provided that a duplicate copy of such notice is also promptly
sent pursuant to (i) or (ii) above. Notices shall be addressed to the parties as set forth below, but each
party may change its address by written notice in accordance with this section:
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SCHEDULE A
STATEMENT OF WORK
This Statement of Work ("SOW") is made effective as of June 21, 2013 between the City of Cupertino
("Subscriber") and Purple Forge Corporation ("Contractor") pursuant to the Services Agreement dated
June 21,2013 entered by the parties(the"Agreement").
All Contractor services described herein (the "Services") are provided by Contractor to Subscriber
according to all the terms and conditions of the Agreement.
SERVICES:
iPhone App
Contractor will provide subscription-based hosted iPhone app service as described below:
• Supported on iOS5 and above running on iPhor,.e, iPod, and iPad(in iPhone mode)
• City of Cupertino branded splash page
• Layout: Dense Button Layout(Example: City of Regina CityApp:
https://itunes.apple.com/ca/app/city-of-regina-c ityapp/id433833338?mt=8)
• Language Support: English only
o All language content to be provided by the Subscriber
• Button 1: Directory of Major Construction Projects
o Directory of major projects can be sorted alphabetically, distance and date and (if
provided)by sub-category(ex: roads,bridges,buildings,water mains,other)
o Construction project entry information can include:
• Description
• Pictures
• Dates (Start/Finish)
• Website
• Address/Location
• Value
• Impact
• Phone
• Email
o Directory entries can be marked as a favorite, allowing them to be displayed in a favorite
button
o Ability to share the information using email,Facebook and Twitter if URL provided
o All data to be provided by Subscriber in a format to be specified by Purple Forge
• Button 2: Road Reports
o Directory of road reports can be sorted alphabetically, distance and date and(if provided)
by sub-category
o Road report entry information can include:
• Description
• Dates (Start/Finish)
• Website
• Address/Location
• Traffic Impact
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• Phone
• Email
o Directory entries can be marked as a favorite, allowing them to be displayed in a favorite
button
o Ability to share the information using email,Facebook and Twitter if URL provided
o All data to be provided by Subscriber in a format to be specified by Purple Forge
• Button 3: Parks and Fields
o Directory of parks and fields can be sorted alphabetically, distance (if provided) by sub-
category(ex: soccer,baseball, football)
o Parks&Fields information can include:
• Description
• Picture
• Website
• Address/Location
• Phone
• Email
o Directory entries can be marked as a favorite, allowing them to be displayed in a favorite
button
o Ability to share the information using email,Facebook and Twitter if URL provided
o All data to be provided by Subscriber in a format to be specified by Purple Forge
• Button 4: Culture and Recreation Programs
o Directory of culture and recreation programs can be sorted alphabetically, distance and
date and(if provided)by sub-category(ex: kids, adults, sports,crafts,etc)
o Program entry information can include:
• Description
• Pictures
• Dates (Start/Finish)
• Website
• Address/Location
• Cost
• Phone
• Email
o Directory entries can be marked as a favorite, allowing them to be displayed in a favorite
button
o Ability to share the information using email,Facebook and Twitter if URL provided
o All data to be provided by Subscriber in a format to be specified by Purple Forge
• Button 5: PDF Viewer
o Support for viewing:
• Examples: Culture and Recreation Guide
• City By-Laws (Pool Enclosure rules,etc)
o Dynamic index pages to allow easy navigation
o Index and Search capabilities
o Zoom in/out
o Swipe to change pages
o Touch to resize to default
• Button 6: Discover Cupertino
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o Directory of businesses can be sorted alphabetically and by distance(if address provided)
by sub-category(ex: attractions, dining,hotels, transportation,hospitals,rec centers)
o Business entry information can include:
• Description
• Pictures
• Website
• Address/Location
• Value
• Impact
• Phone
• Email
o Directory entries can be marked as a favorite, allowing them to be displayed in a favorite
button
o Ability to share the information using email,Facebook and Twitter if URL provided
o All data to be provided by Subscriber in a format to be specified by Purple Forge
• Button 7: Twitter Feeds
o Twitter feeds and hashtags to be provided by the Subscriber
• Button 8: Facebook Page
o Facebook pages to be provided by the Subscriber
• Button 9: YouTube Videos
o YouTube video portal to be provided by the Subscriber
• Button 10: RSS News Feeds
o RSS News Feeds to be provided by the Subscriber
• Button 11: QR Code Reader
o Scan QR Codes
• Tab Button 1: About Cupertino
o Contact information or directory of city contact info as specified by the Subscriber
• Tab Button 2: City Weather Feeds
o NOAA RSS Weather feed for City of Cupertino
• Tab Button 3: Favorite Items
o Events marked "Favorite" from the Session Schedule so users can view their own
itinerary
• Push notifications (Emergency Broadcast,Breaking News)
o Pushes occur to all users
o Push to an external URL
o Push to a button view in the app
o Send a simple message to the app
o Request a twitter re-tweet of a message (if twitter configured)
o Push to a survey(if survey feature available)
o Push to a particular directory entry
o Scheduled push notification(date/time)
• Social network sharing
o Social network sharing of entries with URLs
• Self-advertising(rate the app,tell a friend)
Management/Operations
• Contractor will project management the delivery
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• Subscriber will provide directory data in a CSV spreadsheet for importing into the application in
a format specified by the Contractor
• The application will be published to iTunes App Store under Purple Forge certificates
• Subscriber will develop graphic assets consistent with graphics specifications provided by
Contractor
• Contractor will provide guidance on methods to advertise/promote the applications to maximize
earned-media and will be available for any media interviews
• As part of annual hosting and maintenance fees, the Contractor will provide username/password
access to the CMS system for push notifications, analytics data and updating directory
information
• Purple Forge to provide Subscriber with QR code and website landing page for downloading
mobile app(ex: http://getmyapp.me/DiscoverOitawa/)
• Note that Twitter is continuously changing their terms of use for their API and ongoing support
for Twitter related features may change outside of Purple Forge's control
• The Contractor at an hourly rate outlined below can update all other content after deployment.
MILESTONES:
The Subscriber would like the initial release of the app Lication to be available in the app store by August
16, 2013 or sooner.
The Contractor will work in with Subscriber on appropriate phasing to deliver the application as soon as
possible in advance of the release date in a manner that accommodates the availability of content. The
schedule is as follows:
Item Deliverable _ Date
Contract Finalization Meeting: The Subscriber and Contractor to agree At contract signing
Finalize requirements for contract to finalized version and pricing with
sign-off. formal Statement of Work(SOW)
The Contractor to provide list of graphics
and data assets required from the
Subscriber, including style guides,
content, logos,brand fonts, etc.
The Contractor to provide marketing
whitepapers and recommendations for
marketing the app.
Graphics: Draft graphics for review Subscriber to provi-de draft graphics to +2 weeks
and approval the Contractor based on SOW.
Development& Content: All data The Subscriber mu-st have provided all +4 weeks
feeds and input data designated by design assets,content and access to data
the Subscriber delivered by this date.
Development,Testing& Quality Contractor to provide draft applications +5 weeks
Assurance: Draft application for for the Subscriber.
customer review and acceptance.
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iPhone App Store Submission: The Subscriber provides Contractor with +6 weeks
Approval by subscriber and approval to submit the applications to the
submission to iTunes mobile application stores for review.
Market Release Materials The Subscriber's website,media releases +7 weeks
Complete and marketing strategy based on
Contractor's marketing recommendations
set for release.
Release Date from iTunes& other Barring any rejections from any of the + 8 weeks
app stores. application stores, the first application
would be made available in the iTunes
store.
The Contractor will help to drive the Subscriber by providing updated status on what items remain from
the Subscriber on a routine basis over the course of the delivery.
Availability of the mobile application is subject to approval by their respective stores; Apple reviews
typically take 10 working days.
TERM:
Subject to earlier termination in accordance with the Agreement, this SOW shall commence on the
effective date above and shall terminate on June 13, 2016. It may be continued after June 13, 2016 with
the continuation of the annual fees.
CONDITIONS:
The Subscriber agrees that:
• Provide appropriately formatted graphics and color schemes as per Purple Forge branding
specification
• Provide and maintain all data feeds (XML,RSS,etc)for data,news and events as necessary
• Press Release drafted and released jointly with Purple Forge announcing release of the iPhone
app for the city.
• Prominent promotion of the iPhone application on the front page of the Subscriber's website,
following the Purple Forge best practices guide for marketing the mobile application
• Allow Purple Forge to use number of downloads and application usage data for case studies
• Will work in earnest showcase the iPhone app to members of the press, and other interested
parties
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SUBSCRIPTION FEES:
The service subscription fee is comprised of a one-time setup fee, and an annual hosting and maintenance
fee.
The Subscriber shall pay the Contractor the following fees (excluding applicable taxes):
Fee Description Amount Due(USD)
One-time setup fee for iPhone app as $10,000
specified KAr- jjP‘q--- g
Annual Hosting and Maintenance fees $3,600/annum b/ f/I i
and once a quarter updates to
spreadsheet content data for the
current specified directories in the
application to be performed during
standard support hours. _
Additional work not specified in this $150/hour
statement of work, including support
calls, training,graphics development,
project management and content
updates.
If additional work specified above is $225/hour
to be performed beyond standard
working hours defined as Monday to
Friday 8am-4pm PST excluding
holidays
Note: This quote is good until June 28,2013
BILLING/PAYMENT:
• $5,000+applicable taxes in setup fees due on signing.
• $5,000+applicable taxes due upon approval to submit to the iTunes app store
• $3,600+applicable taxes in annual maintenance due on first anniversary of this agreement
INTELLECTUAL PROPERTY AND HOSTED SERVICE TERMINATION:
The Contractor offers a hosted subscription based service,which comprises mobile client software and
server-based software. The Contractor retains ownership to the mobile application client software,
server-based software and associated Intellectual Property.
In the event of termination, all hosted subscription based service provided by the Contractor will be
terminated, including use of the mobile client application and associated server-based services. Upon
termination, all subscriber-related data associated with the hosted service will be deleted from Contractor
servers.
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SCHEDULE B
SERVICE LEVEL AGREEMENT
It is understood that the Contractor will be providing first (1st) line customer support on a pass-through
basis from the Subscriber via email(supportApurpleforge.com)between 7am-3pm Pacific Standard Time
(EST) excluding statutory holidays and weekends. The Contractor is not obligated to act upon any
support terms any greater than outlined to the Subscriber in this agreement unless mutual agreement has
been reached with the Subscriber otherwise. The Contractor can train the Subscriber at cost to manage
the service via the content management system on the majority of configuration, settings, network and
service issues as may be reasonably foreseen.
The Contractor will also handle 2nd and 3`d line support meaning that the Contractor will handle issues
incoming attributed to issues with the Purple Forge services or technologies on an ongoing basis on a time
schedule outlined in the agreement.
Standard Service Level
The Subscriber should expect that their information should be displayed in a reasonable and usable
fashion on the mobile device for an average person through the application based on the provided
template of the application, vetted and/or released samples and/or other similar functioning applications
on the mobile device.
The Subscriber should expect that the end user social networking sharing functionality work `as is',which
includes the end user's ability to configure and/or block certain sharing functions, based upon their
personal privacy settings in their social networking application, or as impacted by changes in policy or
APIs by the social networking application provider in the future.
The Subscriber should expect that the data returned by the survey service (if used) might have to be
analyzed or verified beyond the baseline capabilities offered by the Contractor. The Contractor will make
that data available if it has been collected for that higher-level analysis and verification for the Subscriber.
The Subscriber should expect that the Contractor can re-issue their application through the mobile
application store from time-to-time as necessary to correct issues or introduce new features as announced
by the Contractor.
The Subscriber should expect that Purple Forge can issue their application through new mobile
application stores from time-to-time as necessary to expand mobile platforms supported by the service.
The Subscriber should expect in the event of an application,network or system failure to provide detailed
information about the issue through the designated issue reporting mechanism, including but not limited
to, the end user's device type, device operating system version and potentially the access to logs or
specific end user accounts used on the device or in the network as may be requested by the Contractor in
order to verify and resolve the issue. The Subscriber should not expect pro-rated service credit from the
Reseller until the information requested is provided, and the issue is found to be with the Contractor's
service.
Standard Service Credit
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In the event of a service outage lasting more than twenty-four (24) hours reported by the Subscriber and
that service outage was determined to be caused by the Contractor,that service outage will be resolved for
free. A pro-rated annual Contractor service credit will be applied by the Subscriber to the Subscriber's
account for each full twenty-four(24)hour period the issue continues to exist.
In the event of a persistent failure to share information to a designated social network reported by the
Subscriber and that persistent failure was determined to be caused by the Contractor, that persistent
failure will be resolved for free. A pro-rated annual. Contractor service credit will be applied to the
Subscriber's account for each full twenty-four(24)hour period the issue continues to exist.
In the event of an aesthetic display issue (examples: cropped photo, lost text) reported by the Subscriber
and determined to be caused by the Contractor, that display issue will be resolved for free. A pro-rated
annual Contractor service credit will be applied to the Subscriber's account for each full twenty-four(24)
hour period the issue continues to exist, rated against the percentage of end users on that specific mobile
platform.
In the event of a repeatable application crash or startup error reported by the Subscriber caused by the
Contractor on a specific mobile platform that inhibits the further use of the application, the Contractor
will resolve the issue for free. A pro-rated monthly service credit will be applied to the Subscriber
account for each full twenty-four (24) hour period the issue continues to exist, rated against the
percentage of end users on that specific mobile platform.
In the event of a repeatable survey data collection error reported by the Subscriber caused by the
Contractor on a specific mobile platform or survey type that inhibits the collection of survey data, the
Contractor will resolve the issue for free, and restart the survey answer count as necessary to collect the
data necessary. If the survey was of a time sensitive nature, the survey fee will be credited to the
Subscriber's account towards a future survey. If the issue was only on one mobile platform, the issue will
be rated against the percentage of end users on that specific mobile platform.
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