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mem MUSKEGON
Agenda Item Review Form
Muskegon City Commission
Commission Meeting Date: July 22, 2025 Title: Service Agreement With City Wise Software
Submitted by: Jake Eckholm, Development Department: Economic Development
Services Director
Brief Summary:
City Staff are proposing a partnership with City Wise Software to create and maintain a resource for
residents and potential residents to locate affordable rental housing options.
Detailed Summary & Background:
For the last several months staff have been working with the ownership of City Wise to propose a
service agreement to the commission to deliver a resource directory for people in the community to
find rental housing. Their platform uses the branding and domain entity of their public sector partner
(.org, .gov, etc) to construct and maintain the directory. The city IT Director has reviewed the terms of
the agreement to make sure we are properly secured from a domain security standpoint and found
it satisfactory. The city would have no costs or maintenance responsibilities to the site; City Wise staff
manage the entire service and generate revenue by soliciting subscriptions from property owners in
the community. The advantage to the owners is that City Wise is a small fraction of the cost of
competitors such as Apartments.com, which is inaccessible for smaller complexes or single family
units which make up a significant portion of our rental stock.
Further, the service is offered to landlords who own under 20 units at no cost, making it easy and
accessible for local developers to participate. The results for a given community are randomized with
every visit to the site, so there is no way to pay for optimization or preferential treatment on the
platform. Users of the service can organize the results by price point, if it is affordable or market rate,
number of bedrooms, and other factors. Additionally, city partners can import any publicly available
code enforcement reports for users to review, increasing transparency. The site also geolocates all of
the results on a map of the city.
The agreement obligates City Wise to the following deliverables:
City Wise commits to:
e Hosting Housing Website:
o Host a housing website for City, on a subdomain of the City’s main website, muskegon-
mi.gov, including associated data, tables, and login pages as part of the proprietary
licensed software owned.
e Technology Integration:
o Collaborate with the City to embed the Technology in a subdomain of City's existing
website, maintaining the City website's "look and feel" during user transitions to the
Technology.
e Searchable Database Development:
o Construct a searchable database within the application for listing properties available
to the public. Customize search fields to align with City’s neighborhoods and
terminology.
e Marketing of Housing Website:
o Promote the housing website to prospective property listers through targeted
advertising, including local advertising, direct mail, phone calls, and face-to-face sales
visits.
e Listing Fees Collection:
o Collect Listing Fees, subject to City's approval (withholding approval not unreasonably).
e User Agreement Development:
o Only using user agreements approved by the City, and to collaborate with City to
develop such user agreement including, but not limited to:
« a. Disclaiming City’s responsibility for and highlighting the absence of any
recommendation or guarantee regarding property listings or physical properties.
» b. Requiring user compliance with all applicable laws, rules, and
regulations.
» Prepare and deliver quarterly reports on site statistics to City, including, at
of subscribers and property listings.
a minimum, the number
Provide product support to City and users through a customer service email
account.
Include in the customized site:
Property listing fields allowing up to three (3) photos or graphic images of listed
properties, linked to maps, and properly manager emails.
Regularly install Technology upgrades to the Technology, notifying City of
relevant upgrades via email.
» Perform regular monthly backups of site data.
Goal/Focus Area/Action Item Addressed:
Key Focus Areas:
Goal/Action liem:
9027 Goal 2: Economic Development Housing and Business
Amount Requested: Budgeted Item:
N/A, Free Platform Yes No N/A | |
Fund(s) or Accouni{s): Budget Amendment Needed:
N/A Yes No N/A a
Motion to approve the Service and License Agreement between City Wise software, LLC and the
Recommended Motion:
City of Muskegon as presented and authorize the Mayor and Clerk to sign.
Approvals: Guest(s) Invited / Presenting: Yes
Immediate Division re
Loas- 63(A)
CITY WISE SOFTWARE LLC CITY SERVICE & LICENSING AGREEMENT
This Agreement, effective as of the date of execution, is entered into between City Wise
Software LLC (“City Wise”), a limited liability company located at 541 East Erie Street, Unit
305, Milwaukee WI 53202, and the City of Muskegon with their Municipal Building at 933
Terrace St, Muskegon, MI 49440 (the "City") (each individually as a "Party" and collectively as
the "Parties").
WHEREAS, City Wise has innovated a proprietary technology solution. This comprehensive
solution consists of a series of pages culminating in a dynamic, searchable database of properties
(henceforth known as the Technology");
WHEREAS, the City’s intention is to secure a license for the Technology from City Wise for the
specified duration;
WHEREAS, City Wise is inclined to grant the City a nonexclusive license for the use of the
Technology;
NOW, in consideration of the mutual agreements herein contained, the Parties hereby agree as
follows:
A. Services:
1. City Wise warrants and covenants to delivering the services outlined in Schedule | to the
City. Further, all services outlined in Schedule | will be delivered in accordance with the
specifications, and within agreed timelines. Any delays or failures in delivery must be
promptly addressed by City Wise at no cost to the City.
2. City Wise warrants and covenants that it will not have features of the Technology that permit
anyone other than City Wise, City, or persons or entities that list properties, from being able
to publicly post anything on an internet domain or subdomain containing, in whole or part,
the phrase “muskegon-mi.gov”.
3. City Wise warrants and covenants that no third-party advertisements will be used on any
internet domain or subdomain provided to it pursuant to this Agreement containing, in whole
or part, the phrase “muskegon-mi.gov”.
4. City Wise represents and warrants that it owns all intellectual property rights necessary to
provide the Technology to City.
5. City Wise warrants and covenants that it will not use anything protected by intellectual
property law, in relation to this Agreement, without first acquiring the legal right to do so.
City grants City Wise a restricted, nonexclusive, non-sublicensable, and nontransferable
license to use City’s logo on the property listing website City Wise will set up on a
subdomain of the City’s website. The City reserves the right to revoke, restrict, or limit the
use of its logo at any time, at its sole discretion. Additionally, all public-facing materials
that incorporate the City's logo or otherwise reference the City must be submitted for prior
written approval by the City before dissemination or publication.
6. City Wise shall, upon request, promptly provide the City with access to all City-related data
or records stored in or related to the Technology, including usage metrics, in a readily
accessible and exportable format
B. Compensation for Services & Fee Distribution:
City Wise will handle the installation and customization of the Technology without charge to the
City. The fees, as detailed below, will be collected by City Wise through credit card processing
within the Technology or directly by check.
1. Listing Fees: City Wise is authorized to collect payments from property listers for posting
available properties for lease or sublet (referred to as "Listing Fees").
2. Other Fees: City Wise has exclusive rights to collect and retain any additional fees
associated with the general use of the Technology from third-parties. City Wise is solely
responsible for all Payment Card Industry (PCI) compliance matters related to credit card
processing through the use of the Technology. City Wise shall not implement or collect
any fees from third parties beyond the Listing Fees without the City's prior written consent
in its sole discretion.
City Wise shall provide the City with a detailed quarterly accounting of all fees collected, including
listing fees and other revenues. The City shall have the right to audit City Wise’s relevant records
upon thirty (30) days’ notice, not more than once per calendar year.
C. Taxes:
The charges and the distribution of fees outlined in this Agreement do not encompass or consider
taxation. In the event that City Wise Software LLC is obligated to cover taxes such as sales, use,
personal property, value-added, or any other taxes linked to the licenses or services specified in
this Agreement, or related to the City's utilization of services, City will not be invoiced for, or
responsible for paying or settling such taxes.
D. Expenses:
Unless explicitly addressed, City Wise assumes responsibility for all expenses related to this
agreement. In the event that City requests on-site services beyond those specified in Schedule 1,
City agrees to reimburse City Wise for travel and out-of-pocket expenses in adherence to the City's
Travel Reimbursement Policy.
E. Conduct:
City agrees to obligate its employees, while working in their official capacities, not to engage in
the following activities:
1. Uploading, posting, storing, emailing, or transmitting any information, to or from the
Technology.
2. Providing misleading information, creating false identities, or manipulating identifiers to
mislead or disguise the origin of information stored or transmitted in or through the Technology.
3. Using City Wise, Technology's name, the Technology, or any portion thereof to promote any
business, product, or service through unsolicited emails, spamming, harassing others, or any
similar activities.
4, Attempting unauthorized access to data on the Technology, other entities’ account information,
or other computer systems, servers, or networks connected to the Technology.
F. Duration and Termination:
This Agreement is executed and effective upon mutual signature and will endure for an initial
period of three (3) years (referred to as the "Initial Term"). Subsequently, the Agreement will
automatically renew for successive three (3) year terms (each termed a "Renewal Term") unless
the City expresses its intention to allow the Agreement to expire, as detailed below.
The City has the right to terminate this Agreement for any reason or no reason, regardless of
whether such termination is during the Initial Term or any Renewal Terms, upon thirty (3 0) days’
notice to City Wise.
City Wise reserves the right, at its sole discretion, to reject any renewal of this Agreement by
providing notice to the City thirty (30) days prior to renewal.
If termination was initiated by notice, City Wise must remove all content from the City’s website,
including any subdomains, by the date of termination.
Should any court determine that the City must allow any natural person or entity of any kind, other
than City Wise, to take up space or otherwise place content of any kind on the City’s website
(including, but not limited to, any subdomain of the City’s website) for any reason related to the
City permitting City Wise access to the City’s website or any other reason related to this
Agreement, this Agreement will automatically terminate without notice or action by either Party.
Termination will not be delayed due to anyone’s intention to appeal, the pendency of an actual
appeal, or the lack of a final order in the case. Upon such termination, City Wise must remove all
content from the City’s website as soon as reasonably possible, but in no case longer than the
shorter of fourteen (14) days after termination or by the time given by the court. If the
aforementioned court determination concludes that the City’s website has become a public forum,
the City’s intention is to close the forum. Upon being served with a summons in a lawsuit seeking
to expand access to the City’s website, as described above, City will send City Wise notice of the
suit.
The City does not intend to create a public forum on its website, or on a subdomain thereof. The
City does not intend to set open, or aside space on, its website for the public, or a portion thereof,
to use for First Amendment activity. City Wise must require that any contributor to acknowledge
and agree that the Technology constitutes a non-public forum and that to be featured on the
Technology does not serve as a forum for free expression by the public. Further, that the City
reserves the right to remove any listing at any time, with or without notice, if deemed necessary
to protect the public safety, preserve the integrity of public infrastructure, or maintain compliance
with City standards and values.
G. Post-Termination Entitlements and Acquisition Choice:
Upon termination of this Agreement, both Parties remain obligated to fulfill any accrued payment
obligations (e.g., fee-sharing or expense reimbursement). Unless otherwise specified in writing,
the termination of this Agreement results in the termination of all licenses granted by either Party.
Certain provisions will survive the termination: Sections H.3, K, M, N, 0.4, R, X, Y, Z, and AA.2.
H. Licensing of Intellectual Property:
1. Limited Usage Rights: City Wise extends to the City a restricted, nonexclusive, non-
sublicensable, and nontransferable license to electronically access and use the
Technology. This authorization is exclusively granted under the terms specified in this
Agreement and is applicable solely in conjunction with the Technology offered to the
City. The scope of this license encompasses software usage, access to a single knowledge
base, and utilization of user documentation, all of which are proprietary to City Wise and
are included within the meaning of the "Technology."
2. Usage Restrictions: The City is prohibited from sublicensing or outsourcing the
Technology to third-parties. Additionally, the City may not employ the Technology for
any competitive purposes related to the Technology. City will not modify, translate, reverse
engineer, disassemble, or decompile the Technology. Any attempt to discern the source
code for the operation of the Technology is also prohibited, except when necessary for
interoperability with other independently created software or as mandated by law.
The City is not allowed to generate derivative works derived from the Technology, any
component thereof or the Proprietary Information.
In the context of this Agreement, "reverse engineering" refers to the scrutiny or analysis
of the Technology aimed at uncovering its source code, sequence, structure, organization,
internal design, algorithms, or encryption devices.
The term "Proprietary Information" encompasses all data, materials, text, photographs,
music, video, software, sound, graphics, or any other information or materials, or portions
thereof.
3. Ownership: City Wise maintains all rights, including title, copyright, and other proprietary
rights in the Technology, irrespective of any modifications or updates. The City does not
gain any rights, whether express or implied, in the Technology beyond those explicitly
outlined in this Agreement.
I. Database and Data Precision:
City Wise will establish a searchable database (referred to as the "Database") of properties, as
detailed in Schedule 1.
J. Integration with City's Website:
City commits to appointing a member of its existing technology team to collaborate with City
Wise in integrating the listing website into a subdomain of City's existing website using DNS-
masking technology. This appointment extends only through initial integration, but in no case
longer than forth-five (45) days post-execution. The City shall retain full administrative control
over the DNS settings, access credentials, and any technical components related to the subdomain
muskegon-mi.gov.
K. Data Ownership and Storage:
All data entered into the Database ("Data"), irrespective of the contributor's identity and whether
or not it appears on the housing website, is the sole property of City Wise. City Wise maintains all
title, copyright, and other proprietary rights in the Data. City maintains ownership of its website,
including any subdomain thereof. Except that all data entered into the Database that is submitted
by the City shall remain the sole property of the City.
L. Advertising:
City Wise warrants and covenants that it will not state, in any advertising or otherwise, that City
endorses, owns, or otherwise supports City Wise or its offerings, such as the Technology.
Notwithstanding the foregoing, City Wise may state that it offers property listings on the City’s
website.
M. Non-disclosure:
Under this Agreement, the Parties may access information deemed confidential to each other
("Confidential Information"). Confidential Information is specifically confined to the Technology
source code, the terms and pricing outlined in this Agreement, and any information explicitly
identified in writing as confidential.
Confidential information excludes information that:
1. Become part of the public domain without any action or omission by the other Party.
2. Were lawfully in the other Party's possession before the disclosure and were not obtained
directly or indirectly from the disclosing Party.
3. Are legally disclosed to the other party by a third-party without restrictions on disclosure.
4. Are independently developed by the other Party.
5. Are submitted to the housing website by City's residents or area property listers.
Throughout the Agreement's duration and for a period of two (2) years thereafter, the Parties
commit to maintaining each other's Confidential Information in confidence. Unless mandated by
law, the Parties agree not to disclose each other's Confidential Information to any third-party
(excluding their agents or independent contractors) for purposes other than the Agreements
implementation.
Each Party undertakes reasonable measures to prevent the unauthorized disclosure or distribution
of Confidential Information by its employees, agents, or independent contractors, violating the
terms of this Agreement. Both Parties acknowledge that unauthorized disclosure or use of
Confidential Information could result in irreparable harm and significant injury to the disclosing
Party, the extent of which may be challenging to determine. Therefore, each Party consents to the
right of the non-disclosing Party to promptly seek an injunction to prevent any breach of this
Section. Additionally, the non-disclosing Party retains the right to pursue all available legal or
equitable rights and remedies in the event of such a breach.
N. Limitation of Liability:
1. Definitions: In this Section N, the following terms have the following definitions:
a. “Theory of Liability” means any theory of liability of any nature, including, but
not limited to: tort; warranty; strict liability; state and federal statutes,
constitutions, and common law, regardless of their nature; enforcement actions
initiated by any government, agency, or public official; mandamus; declaratory
relief; intellectual property (which includes, but is not limited to, patent,
copyright, trademark, and unfair competition); unfair trade practice; injunctive
relief; applicable Michigan fair housing laws; and Michigan Act 442 of 1976. The
term “Theory of Liability” expressly includes any theories based on the
City’s own negligence.
b. “City” includes, but is not limited to: the entity of the City, as well as any officer,
official, employee, or agent thereof. The term also includes all of the City’s
insurers. As juxtaposed against the use of the term “City” as it is generally used
in this Agreement, the City’s insurers are added to its meaning in Section N.
c. “Expense(s)” has its general definition. It includes, but is not limited to, actual
attorneys ‘fees and actual expenses of litigation.
2. Construction: The ejusdem generis canon does not apply to this Section N.
3. Indemnify, Defend, and Hold Harmless: City Wise must indemnify, defend, and hold
harmless City against any liability, damage, loss, Expense, demand, tax obligations, or
judgment under any Theory of Liability resulting from, arising out of, or related to the
Technology, or otherwise resulting from, arising out of, or related to this Agreement,
including any intellectual property infringement.
4. Applicability: Section N applies regardless of whether the liability, damage, loss, Expense,
demand, or judgment actually exists or is merely alleged to exist by a third-party. Section N
applies regardless of whether the Theory of Liability is meritorious or is merely alleged to
be so by a third-party. Section N applies regardless of whether the matter results from, arises
out of, or relates to the Technology or Agreement, or is merely alleged to do so.
5. Procedure: Pursuant to this Section N, upon City learning of a third-party claim, suit, action,
demand, or judgment against City, City will tender the matter to City Wise as a notice, and
City Wise will immediately take up its obligations under this Agreement. City Wise must
provide City notice of any third-party claim, suit, action, or demand against City within
three (3) days of discovering it, if such discovery was not due to City informing City Wise
of it, and will immediately take up its obligations hereunder. City has the right to be
continually informed of the status of the defense and to meaningfully participate in the
defense. City Wise has the right to select any legal counsel it chooses when defending City.
City Wise must not settle any third-party claim, suit, action, or demand that causes City to
pay any money or be held liable, in whole or part, without the approval of the Common
Council for the City of Muskegon.
6. Enforcement Fees: If City commences a lawsuit to enforce its rights under this Section N
and prevails in securing such rights, it is entitled to recover the Expenses of litigation
relating to said securing.
7. Superiority: This Section N applies, notwithstanding anything in this Agreement to the
contrary.
O. Public Records.
1. Definitions: In this Section O, the following terms have the following definitions:
a. “Record(s)” are defined by Michigan Statute Section 15.232(i).
b. “Open Government Laws” mean Michigan Act 442 of 1976.
2. The City is a municipal entity legally bound to comply with the Open Government Laws
and that, unless otherwise clearly allowed by law to be an exception to disclosure, all aspects
of this Agreement are subject to open disclosure and are a matter of public record. The
Parties warrant and covenant that neither will take any action to obstruct the operation of
the Open Government Laws, and warrant and covenant that City will have sole and final
decision-making authority as to how to comply with the Open Government Laws. To
comply with any public record request, City Wise warrants and covenants that it will
produce copies of all Records to City in their original format.
3. City Wise warrants and covenants that it will immediately provide the City, as a notice, any
public record request received by City Wise that in any way relates to this Agreement.
4. City Wise warrants and covenants that it will maintain all Records subject to any of the
Open Government Laws for the length of time prescribed by law. City Wise covenants that
upon the termination of this Agreement, regardless of cause, it will provide all Records
subject to the Open Government Laws to the City, the City must receive such records no
later than thirty (30) days after termination.
5. This Section O applies, notwithstanding anything in this Agreement to the contrary, except
if there is a conflict with Section N.
P. Insurance:
1. City Wise must procure and maintain, at its own cost, insurance policies as hereinafter
specified to insure against all risk and loss during the term of this Agreement (including any
renewal terms). The policies must be issued by an insurance company or companies
authorized to do business in the State of Michigan and licensed by the State of Michigan.
All such policies must name the City of Muskegon as an “additional insured” party. City
Wise must furnish, as a notice, a Certificate of Insurance, and proof of payment of any
required insurance premiums, to the City of Muskegon to indicate compliance with each of
the insurance obligations in this Agreement within thirty (30) days of the Agreement’s
effective date. The insurance policies must contain a clause that in the event any policy
issued is canceled for any reason, or any material changes are made therein, the City of
Muskegon will be notified, in writing, by the insurer at least thirty (30) days before any
cancellation or change takes effect. A material change includes, but is not limited to, a
change in policy amount, coverage, or status of the insurer. If the aforementioned
cancellation or change would lead to City Wise falling below the required coverages, and
this is not remedied prior to fifteen (15) days before cancellation or change takes effect, the
City may purchase an amount of insurance necessary to meet the minimum required
coverages as specified herein, and send an invoice, as a notice, to City Wise for the actual
costs thereof; City Wise must pay such invoice within thirty (30) days of the date it was
sent.
2. City Wise must procure and maintain insurance with coverages and limits at least as broad
as the following:
a. Commercial General Liability Insurance:
i. $2,000,000 per occurrence; $2,000,000 aggregate
ii. Coverage must match the scope of duty to indemnify, hold harmless, and
defend in Section N.
b. Umbrella Policy:
i. $2,000,000
i. Coverage must match the scope of duty to indemnity, hold harmless, and
defend in Section N.
c. Cyber Liability Insurance:
i. $1,000,000 per occurrence; $2,000,000 aggregate
ii. Covers: invasion and breach of privacy; invasion and breach of security;
unauthorized release, access, destruction, corruption, alteration, and theft of
electronic information; computer virus, malware, and ransomware; denial of
service or other attack
d. Worker’s Compensation Insurance, including Employers’ Liability Coverage, in
accordance with all applicable statutes of the State of Michigan.
Q. Industry Standards:
City Wise warrants and covenants that all services conducted under this Agreement will adhere to
generally prevailing professional or industry standards.
R. Assignment:
The Parties shall not transfer or assign this Agreement, in whole or part, or any license hereunder,
without obtaining prior written consent from the other Party.
S. General Marketing:
City acknowledges and agrees that City Wise may make reference to City as a customer in various
marketing materials, including but not limited to marketing presentations, press releases, product
brochures, and financial or governmental reports.
T.Sole Agreement:
This document constitutes the entire understanding and Agreement between City Wise and City. It
is specifically agreed that this Agreement supersedes and cancels all prior negotiations,
arrangements, discussions, correspondence (whether or not responded to), representations,
agreements, contracts, or understandings; any of the foregoing may have taken place or been in
existence at any time between the parties, and may have been either written or oral.
U. Modifications:
Changes to this Agreement require mutual agreement, must be documented in writing, signed by
both City Wise and City, and incorporated into this Agreement. Changes need no further
consideration to be effective, though this Agreement does not prohibit further consideration from
being employed.
V. Waiver:
The waiver of any default or breach by either Party will not be considered a waiver of any other
default or breach.
W. Severability:
If any part of this Agreement—other than Sections N, O, or P—is deemed unenforceable by a
court of competent jurisdiction, the remainder of the Agreement will remain in full force and
effect.
X. Notices:
All notices and communications related to this Agreement must be in writing. Parties may change
their address by notifying the other Party in accordance with this paragraph. Notice is considered
given as follows:
1. Personally delivered to the recipient's address in the introductory paragraph (if to City, separate
copies must be addressed to the City Attorney's Office and the City Administrator).
2. Three (3) days after deposit in the United States mail, postage prepaid, to the recipient's address
in the introductory paragraph (if to City, separate copies must be addressed to the City Attorney’s
Office and the City Administrator). Such mailing must be by First Class Mail or Certified Mail.
Y. Governing Law/Jurisdiction:
This Agreement and all matters arising from it are governed by the laws of the State of Michigan.
Any legal action or proceeding, initiated by either Party against the other, and that is related to this
Agreement shall be brought in state or federal courts in Muskegon or Kent County, Michigan, (as
applicable) or the United States District Court for the Eastern District of Michigan. Both City Wise
and City consent to the jurisdiction of these courts and agree that venue is appropriate in any legal
action or proceeding related to this Agreement. For the avoidance of doubt, this paragraph does
not waive or forfeit any other objections to the initiation of such legal action, such as the proper
service of a summons.
7. Construction:
1. This Agreement is the result of an arm’s length negotiation, and in resolving any ambiguity
in this Agreement, none of the Parties hereto will be deemed to be the draftsman hereof.
2. For the avoidance of doubt, the words “represent”, “warrant”, and “covenant”, including
any grammatical tense or form of the words, are intentionally chosen to invoke the
obligations and remedies associated with them under the law.
3. Nothing contained in this Agreement is intended to be a waiver or estoppel by the City
(including, but not limited to, the entity of the City, as well as any officer, official, employee,
agent, and insurers) to rely upon the limitations, defenses, and immunities contained within
Michigan law
AA. Authority to Act:
1, Each of the undersigned hereby represents and warrants that: (a) they have all requisite
power and authority to execute this Agreement; (b) the execution and delivery of this
Agreement by the undersigned, and the performance of its terms thereby have been duly
and validly authorized and approved by all requisite action required by law, and (c) this
Agreement constitutes the valid and binding agreement of the Parties, enforceable against
each of them in accordance with the terms of the Agreement.
2. The Common Council for the City of Muskegon, by approving this Agreement, vests the
Mayor, including any of the Mayor’s designees, with the authority to act for the City during
any terms of this Agreement. For the avoidance of doubt and by way of example only, such
authority includes the decisions of whether to terminate this Agreement, approve
assignments, initiate and prosecute any legal action or proceeding related to this
Agreement, and otherwise carry out this Agreement. Notwithstanding the foregoing, the
Council reserves the sole authority to settle any litigation or amend this Agreement, as well
as concurrent authority with the Mayor to act for the City during any terms of this
Agreement.
BB. Relationship of Parties:
There is no employment or agency relationship between the Parties; City Wise is an independent
contractor of the City.
CC. User Agreements:
1. Intent: City Wise intends to enter into separate user agreements (also called listing
agreements) with third-parties to govern said third-parties’ ability to list properties on a
subdomain on the City’s website. This Section CC is intended to govern the content of
such user agreements and inform the scope of City Wise’s authority to allow third-parties
access to the City’s website.
2. Definitions: As used in this Section CC, “City” has the meaning of Section N.1.b.
3. City Wise may enter into user agreements with third-parties that allows the third-party to
list properties on a subdomain of the City’s website (muskegon-mi.gov), except as that
right is limited in this Section CC.
4. City Wise warrants and covenants not to enter into any user agreement with any third-party
that allows the third-party to list properties on a subdomain of the City’s website
(muskegon-mi.gov) unless said user agreement contains substantially the same provisions
as Sections N, P, Y, and Z.3 in this Agreement, a statement such provisions are expressly
made in favor of the City, and that the City is a third-party beneficiary of the user
agreement. While the user agreement’s versions of this Agreement’s Sections N, P, Y, and
Z.3 may be substantially the same, rather than identical, they must not afford the City less
rights or protections than Sections N, P, Y, and Z.3 establish in this Agreement.
a. Without limiting the requirement that user agreements be substantially similar
to the whole of Section N of this Agreement (for the avoidance of doubt and by
way of example only, this includes the definitions contained therein), a provision
of a user agreement is substantially similar to N.3 of this Agreement if it reads
as follows: “[Third-party entering into user agreement] must indemnify, defend,
and hold harmless the City against any liability, damage, loss, expense, demand,
or judgment under any theory of liability resulting from, arising out of, or related
to [third-party entering into user agreement’s] use of the Technology, or
otherwise resulting from, arising out of, or related to this [user agreement].”
5. The City may request, as a notice, access to any user agreement authorized herein, and will
receive such from City Wise within fourteen (14) days of the notice.
DD. Third-Party Beneficiaries:
The Parties do not intend to create any third-party beneficiaries to this Agreement, and this
Agreement creates none.
IN TESTIMONY OF THIS AGREEMENT, the undersigned parties have signed and executed
this document as of the date first mentioned above.
CITY OF MUSKEGON, MICHIGAN:
By: a
Name. fen Johnson
Title: 777 ay OL
CITY WISE SOFTWARE LLC:
me) Jetny Yefagh
Title! Coo”
SCHEDULE 1
Services to Be Performed
City Wise commits to:
Hosting Housing Website:
Host a housing website for City, on a subdomain of the City’s main website,
muskegon-mi.gov, including associated data, tables, and login pages as part of the
proprietary licensed software owned.
Technology Integration:
Collaborate with the City to embed the Technology in a subdomain of City's
existing website, maintaining the City website's "look and feel" during user
transitions to the Technology.
Searchable Database Development:
Construct a searchable database within the application for listing properties
available to the public. Customize search fields to align with City's neighborhoods
and terminology.
Marketing of Housing Website:
Promote the housing website to prospective property listers through targeted
advertising, including local advertising, direct mail, phone calls, and face-to-face
sales visits.
Listing Fees Collection:
Collect Listing Fees, subject to City's approval (withholding approval not
unreasonably).
User Agreement Development:
Only using user agreements approved by the City, and to collaborate with City to
develop such user agreement including, but not limited to:
a. Disclaiming City’s responsibility for and highlighting the absence of any
recommendation or guarantee regarding property listings or physical properties.
b. Requiring user compliance with all applicable laws, rules, and regulations.
Quarterly Reports:
Prepare and deliver quarterly reports on site statistics to City, including, at a
minimum, the number of subscribers and property listings.
Product Support:
Provide product support to City and users through a customer service email
account.
Customized Site Inclusions:
Include in the customized site:
Property listing fields allowing up to three (3) photos or graphic images of listed
properties, linked to maps, and property manager emails.
Technology Upgrades:
Regularly install Technology upgrades to the Technology, notifying City of
relevant upgrades via email.
Data Backups:
Perform regular monthly backups of site data.
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