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Software as a Service Agreement
This Software as a Service Agreement (“Agreement”), is made and entered into this 5th day of May, 2026 (“Effective Date”), by and between the City of Bozeman, Montana, a self-
governing municipal corporation organized and existing under its Charter and the laws of the State
of Montana, 121 North Rouse Street, Bozeman, Montana, with a mailing address of PO Box 1230,
Bozeman, MT 59771, hereinafter referred to as “City,” and, Citian Inc., a Delaware Corporation, with a mailing address of 99 M St SE, Suite 755, Washington, DC 20003, hereinafter referred to
as “Provider.” The City and Provider may be referred to individually as “Party” and collectively
as “Parties.”
In consideration of the mutual covenants and agreements herein contained, the receipt and
sufficiency whereof being hereby acknowledged, the Parties hereto agree as follows:
1. Definitions.
a. “Aggregated Statistics” means data and information related to the City's use of
the Services that is used by Provider in an aggregate and anonymized manner, including to
compile statistical and performance information related to the provision and operation of the Services.
b. “Authorized User” means the City's employees, consultants, contractors, and
agents (i) who are authorized by the City to access and use the Services under the rights
granted to the City pursuant to this Agreement and (ii) for whom access to the Services has
been purchased hereunder.
c. “Confidential Information” means, subject to Montana’s Open Records Law,
all written or oral information, disclosed by either Party to the other, related to the
operations of either Party or a third party that has been identified as confidential or that by
the nature of the information or the circumstances surrounding disclosure ought reasonably to be treated as confidential. With respect to the City, Confidential Information must also
include any and all information transmitted to or stored by Provider in connection with
performance of its obligations under this Agreement, including, but not limited to,
personally identifiable information (“PII”) of residents, employees or people included within the City’s data, including name, address, phone number, e-mail address, date of
birth, social security number, patient records, credit card information, driver’s license
number, account numbers, PINs and/or passwords, any other information that could
reasonably identify a person, and products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information,
whether orally or in written, electronic, or other form or media/in written or electronic form
or media, and whether or not marked, designated, or otherwise identified as “confidential.”
Confidential Information does not include information that, at the time of disclosure is: (a)
in the public domain; (b) known to the receiving Party at the time of disclosure; (c)
rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without reference to or use of the
disclosing Party’s Confidential Information.
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d. “City's Data” means, other than Aggregated Statistics, information, data, and
other content, in any form or medium, that is submitted, posted, or otherwise transmitted
by or on behalf of the City or an Authorized User through the Services, including, without limitation, the City's meter data and other energy data related to the City's facilities located
in the State of Montana. This information, data, and content may also include that which is
considered Confidential Information.
e. “Data Incident” means a breach of the City or the Provider’s security leading to
the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access
to the City’s Data through the Services licensed to the City by the Provider.
f. “Documentation” means Provider’s user manuals, handbooks, and guides
relating to the Services provided by Provider to the City either electronically or in hard
copy form/end user documentation relating to the Services.
g. “Intellectual Property Rights” or “IP Rights” means any and all rights that may
exist under patent law, copyright law, publicity rights law, moral rights law, trade secret
law, trademark law, unfair competition law or other similar protections, whether or not such rights are registered or perfected.
h. “Provider IP” means the Services, the Documentation, and any and all
intellectual property provided to the City or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any
information, data, or other content derived from Provider’s monitoring of the City's access
to or use of the Services, but does not include the City's Data.
i. “Services” means the on premise software-as-a-service license described in the
Scope of Services. See attached Exhibit A.
j. “Order Form” means a mutually executed document between the City and the
Provider that identifies the Offering to be provided, the applicable fees, the Subscription
Term, and any other applicable usage limitations. See attached Exhibit B.
k. “Professional Services” means implementation, configuration, training,
optimization, or other technical services provided by Provider to City as described in a
mutually executed Scope of Services.
l. “Service Level Agreement” means Provider's policies, procedures and practices
regarding system performance, monitoring and technical support in Exhibit C. Provider
reserves the right to change such policies, procedures and practices as required in Provider's reasonable judgment, provided that such changes may never degrade in any material
respect the standard of service or protections. See attached Exhibit C.
m. “Deliverable” means all custom-developed documents, designs, and other
materials that are authored or prepared by the Provider for the City pursuant to the Scope
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of Services and that are specifically identified on such Scope of Services as a “Deliverable”.
The term “Deliverable” does not include the Offering (including all modifications,
improvements and enhancements to the Offering), the Offering documentation, Provider’s proprietary education and training content, and all pre-existing materials related to Provider’s
Professional Services processes, know-how and methodologies.
n. “Offering” means any of Provider’s commercially available software as a
service (SaaS) application that are ordered by City via one or more Order Form(s).
o. “Subscription Term” means the period during which the City is authorized
to access and use the Offering, as set forth in the applicable Order Form or Scope of
Services.
2. Purpose. City agrees to enter into this Agreement with Provider to perform
for the City the Services described in the Scope of Services, incorporated into this Agreement and attached as Exhibit A. For any conflict between the terms of this Agreement and any of its Exhibits, the terms in this Agreement, and not the Exhibits, governs. 3. Term and Termination.
a. Term. The initial term of this Agreement begins on the Effective Date and,
unless terminated earlier pursuant to this Agreement’s express provisions, will
continue in effect for 36 months from such date (the “Initial Term”). The Parties may extend this Agreement for two (2) additional one (1) year terms. See Exhibit B Order
Form.
b. Notice of Non-Renewal. A Party to this Agreement gives the other Party
written notice of non-renewal at least thirty (30) days prior to the expiration of the
current term (each a “Renewal Term” and together with the Initial Term, the “Term”).
c. Termination.
i. Provider may terminate this Agreement, effective on written notice to the City if the City: 1) fails to pay any amount when due hereunder, and such
failure continues more than sixty (60) days after Provider’s delivery of
written notice thereof; or 2) breaches any of its obligations under Paragraph
6 of this Agreement
ii. Any Party to this Agreement may terminate their obligations under this
Agreement, effective on written notice to the other Parties, if another Party
materially breaches this Agreement, and such breach: 1) is incapable of cure; or 2) being capable of cure, remains uncured sixty (60) days after the
non-breaching Party provides the breaching Party with written notice of
such breach; or
iii. Any Party to this Agreement may terminate this Agreement, effective
immediately upon written notice to the other Parties, if the other Party: 1)
becomes insolvent or is generally unable to pay or fails to pay its debts as
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they become due; 2) files or has filed against it a petition for voluntary or
involuntary bankruptcy or otherwise becomes subject, voluntarily or
involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; 3) makes or seeks to make a general assignment for the
benefit of its creditors; or 4) applies for or has appointed a receiver, trustee,
custodian, or similar agent appointed by order of any court of competent
jurisdiction to take charge of or sell any material portion of its property or
business.
d. Expiration. Provider must notify the City 90 days in advance of this Agreement’s expiration date.
e. Effect of Expiration or Termination. No expiration or termination will affect the
City's obligation to pay all Fees that may have become due before such expiration or termination or entitle the City to any refund.
4. Scope of Services. Provider must perform the work and provide the services in
accordance with the requirements of the Scope of Services, attached as Exhibit A. For
conflicts between this Agreement, the Scope of Services, or Exhibit C Service Level
Agreement, unless specifically provided otherwise, this Agreement governs.
5. Access and Use.
a. Provision of Access to Services. Subject to and conditioned on the City's
payment of fees and compliance with the terms and conditions of this Agreement, Provider grants the City a non-exclusive, non-transferable license to the Services during the Term.
This license to the Services is solely for use by the City and its Authorized Users and must
be accessed and used in accordance with the terms and conditions set forth in this Agreement.
Unless otherwise agreed upon and detailed in the Scope of Services, such access and use is limited to the City's internal use. If applicable, Provider must provide to the City the
necessary passwords and network links or connections to allow the City to access the
Services.
b. Documentation License. Subject to the terms and conditions contained in this
Agreement, Provider grants to the City a non-exclusive, non-sublicensable, nontransferable
license to use the Documentation during the Term solely for the City's internal business
purposes in connection with its use of the Services.
c. Designated Authorized Users. The City may designate the number of
Authorized Users permitted to access the Services.
d. Reservation of Rights. Provider reserves all rights not expressly granted to the
City in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or
otherwise, to the City or any third party any intellectual property rights or other right, title,
or interest in or to the Provider IP.
e. Suspension. Notwithstanding anything to the contrary in this Agreement,
Provider may temporarily suspend the City's and any Authorized User’s access to any portion
or all of the Services if:
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i. Provider reasonably determines 1) there is a threat or attack on any of the
Provider IP; 2) the City's or any Authorized User’s use of the Provider IP
disrupts or poses a security risk to the Provider IP or to any other the City or vendor of Provider; 3) the City, or any Authorized User, are using the
Provider IP for fraudulent or illegal activities; or 4) Provider’s provision of
the Services to the City or any Authorized User is prohibited by applicable
law;
ii. any vendor of Provider has suspended or terminated Provider’s access to or
use of any third-party services or products required to enable the City to
access the Services; or in accordance with Section 5(a)(iii) (any such
suspension described in subsection (i), (ii), or (iii), a “Service Suspension”).
Provider must use commercially reasonable efforts to provide written notice within five (5)
business days prior to any planned Service Suspension to the City and provide updates
regarding resumption of Services following any Service Suspension. Provider must use
commercially reasonable efforts to resume providing access to the Services as soon as
reasonably possible after the event giving rise to the Service Suspension is cured. Provider
may be subject to liability for any damage, liabilities, losses (including any loss of data or
profits), or any other consequences that the City or any Authorized User may incur as a result of a Service Suspension.
f. Aggregated Statistics. Notwithstanding anything to the contrary in this
Agreement, Provider may monitor the City's use of the Services, and collect and compile Aggregated Statistics. As between Provider and the City, all right, title, and interest in
Aggregated Statistics, and all intellectual property rights therein, belong to and are retained
solely by Provider. The City acknowledges that Provider may compile Aggregated Statistics
based on the City's Data input into the Services. The City agrees that Provider may: 1) make Aggregated Statistics publicly available in compliance with applicable law, and 2) use
Aggregated Statistics to the extent and in the manner permitted under applicable law;
provided that such Aggregated Statistics do not identify the City or the City's Confidential
Information.
6. The City's Responsibilities.
a. The City is responsible for all uses of the Services and Documentation
resulting from access provided by the City, directly or indirectly. The City must use
reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and must cause Authorized Users
to comply with such provisions.
b. Unless otherwise agreed, the City is responsible for creating and modifying its data into the Services, and keeping the City’s data into the Services current and accurate.
c. The City must reasonably cooperate with Provider’s performance of
Professional Services. The City recognizes and agrees that performance of Professional
Services is contingent upon the City’s cooperation and as set forth in Paragraph 7.
d. The City may test the Provider’s Services in a live production environment to ensure that it conforms to the specifications set forth in this Agreement and all Exhibits. Upon
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acceptance, the City must pay the Provider in accordance with the Scope of Services. See
attached Exhibit A. If the City determines that the Services do not meet the specifications set
forth in this Agreement and all Exhibits, upon 60 days of receiving written notice of such deficiencies, the City may terminate this Agreement if the Provider does not cure the
deficiencies. Provider must refund the City all sums already paid within five (5) business
days. Such termination and refund does not bar the City from pursuing other remedies
available under the Agreement or law.
7. Provider’s Obligations. To induce the City to enter into this Agreement, Provider
makes the following representations:
a. Provider has familiarized itself with the nature and extent of this Agreement,
all exhibits including but not limited to the Scope of Services, and with all local
conditions and federal, state and local laws, ordinances, rules, and regulations that in any manner may affect cost, progress or performance of the Scope of Services.
b. Provider represents and warrants to the City that it has the experience and
ability to perform the services required by this Agreement; that it will perform the
services in a professional, competent and timely manner and with diligence and skill;
that it has the power to enter into and perform this Agreement and grant the rights
granted in it; and that its performance of this Agreement must not infringe upon or
violate the rights of any third party, whether rights of copyright, trademark, privacy,
publicity, libel, slander or any other rights of any nature whatsoever, or violate any
federal, state and municipal laws. The City will not determine or exercise control as
to general procedures or formats necessary to have these services meet this warranty.
c. Provider must ensure the Services delivered under this Agreement are
adequately secure, and must provide a secure environment for all of the City’s
Confidential Information, which may include, but is not limited to any hardware and software (including servers, network and data components) to be provided or used by
the Provider as part of its performance under this Agreement. Provider represents that
the security measures it takes in performance of its obligations under this Agreement
are, and at all times will remain in compliance with all applicable laws and regulations governing Provider’s access to, use of, and handling of the City’s Data.
d. If Provider creates a new version of the Services, it must make the new version
available to the City at no additional cost. Provider must also provide the City with any additional features or functionalities of the Services that it may develop at no
additional cost to the City.
8. Security. Provider must provide a secure environment for all of the City’s
Confidential Information and any hardware and Software (including servers, network and data
components) to be provided or used by Provider as part of its performance under this
Agreement. Provider represents that the security measures it takes in performance of its
obligations under this Agreement are, and will at all times remain in agreement with the
industry’s minimum standards. Provider’s failure to comply with the industry’s minimum
standards in fulfilling its obligations under this Agreement constitutes a breach of this
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Agreement. Additionally, Provider must contractually require any subcontractors or agents with
access to the City’s Confidential Information to adhere to such Security Best Practices.
9. Indemnity/Waiver of Claims/Insurance. For other than professional services rendered, to the fullest extent permitted by law, Provider agrees to release, defend, indemnify, and hold harmless the City, its agents, representatives, employees, and officers (collectively referred to for purposes of this Section as the City) from and against any and all claims, demands, actions, fees and costs (including attorney’s fees and the costs and fees of expert
witness and consultants), losses, expenses, liabilities (including liability where activity is inherently or intrinsically dangerous) or damages of whatever kind or nature connected therewith and without limit and without regard to the cause or causes thereof or the negligence of any party or parties that may be asserted against, recovered from or suffered by the City occasioned by, growing or arising out of or resulting from or in any way related to: (i) the
negligent, reckless, or intentional misconduct of the Provider; or (ii) any negligent, reckless, or intentional misconduct of any of the Provider’s agents.
For the professional services rendered, to the fullest extent permitted by law, Provider agrees to
indemnify and hold the City harmless against claims, demands, suits, damages, losses, and expenses, including reasonable defense attorney fees, to the extent caused by the negligence or intentional misconduct of the Provider or Provider’s agents or employees.
Such obligations must not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of the City as indemnitee(s) which would otherwise exist as to such indemnitee(s).
Provider’s indemnity under this Section must be without regard to and without any right to
contribution from any insurance maintained by City.
Should the City be required to bring an action against the Provider to assert its right to defense or indemnification under this Agreement or under the Provider’s applicable insurance policies
required below, the City must be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the Provider was obligated to defend the claim(s) or was obligated to indemnify the City for a claim(s) or any portion(s) thereof.
In the event of an action filed against the City resulting from the City’s performance under this
Agreement, the City may elect to represent itself and incur all costs and expenses of suit.
Provider also waives any and all claims and recourse against the City, including the right of contribution for loss or damage to person or property arising from, growing out of, or in any way connected with or incident to the performance of this Agreement except “responsibility for [City’s] own fraud, for willful injury to the person or property of another, or for violation of
law, whether willful or negligent” as per 28-2-702, MCA.
These obligations must survive termination of this Agreement and the services performed hereunder.
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In addition to and independent from the above, Provider must at Provider’s expense secure insurance coverage through an insurance company or companies duly licensed and authorized to conduct insurance business in Montana which insures the liabilities and obligations specifically assumed by the Provider in this Section. The insurance coverage must not contain any exclusion for liabilities specifically assumed by the Provider in this Section.
The insurance must cover and apply to all claims, demands, suits, damages, losses, and expenses that may be asserted or claimed against, recovered from, or suffered by the City without limit and without regard to the cause therefore and which is acceptable to the City. Provider must furnish to the City an accompanying certificate of insurance and accompanying
endorsements in amounts not less than as follows:
● Workers’ Compensation – statutory;
● Employers’ Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate;
● Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual
aggregate; ● Automobile Liability - $1,000,000 property damage/bodily injury per accident;
● Professional Liability - $1,000,000 per claim; $2,000,000 annual aggregate; and
● Cyber Liability - $1,500,000 per occurrence; $3,000,000 annual aggregate.
The above amounts must be exclusive of defense costs. The City must be endorsed as an additional insured on a primary non-contributory basis on the Commercial General,
Employer’s Liability, Automobile Liability, and Cyber Liability policies. The insurance and required endorsements must be in a form suitable to City and must include no less than a thirty (30) day notice of cancellation or non-renewal. Provider must notify City within two (2) business days of Provider’s receipt of notice that any required insurance coverage will be terminated or Provider’s decision to terminate any required insurance coverage for
any reason.
The City must approve all insurance coverage and endorsements prior to the Provider
commencing work.
10. Audit Right. Provider will make available, upon written request, a copy of its most recent SOC 2 Type II report or equivalent third-party security assessment, if such a report is available. If no such report exists, Provider will respond in good faith to the City’s reasonable written security inquiries, subject to mutual confidentiality obligations.
If requested by the City, Provider will permit one (1) annual security review of its information security policies and procedures, subject to at least thirty (30) days’ advance written notice and
mutual agreement on the scope, method, and timing of the review. Such review shall not include vulnerability scans, penetration testing, or access to production environments unless separately agreed to in writing by the Provider.
Provider or its nominee (including its accountants and auditors) may, on reasonable request, inspect and audit the City's use of the Services under this Agreement at any time during the Term. The City
must make available all books, records, equipment, information, and personnel, and provide all such
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cooperation and assistance, as may reasonably be requested by or on behalf of Provider with respect
to such audit.
11. General Use Restrictions. Copies of the Services created or transferred pursuant to
this Agreement are licensed and may only be used as set forth in this Agreement. The City does not
receive any rights to the Services other than those specifically granted in this Agreement and its
incorporated exhibits. Other than what is expressly permitted by the terms of this Agreement, the
City and its authorized users must not directly or indirectly copy or reproduce all or any part of the
Services, whether electronically, mechanically or otherwise, in any form including, but not limited
to, the copying of presentation, style or organization, without Provider’s prior written permission. However, notwithstanding this restriction, the City has the right to reproduce and distribute any of
the Services generated from the City’s Data. Without limiting the above restriction and right, the
City receives no right to and must not:
a. copy, modify, create derivative works from, distribute, publicly display, or
publicly perform the Application;
b. sublicense or otherwise transfer any of the rights granted to it in this
Agreement and the Scope of Services;
c. reverse engineer, decompile, disassemble, or otherwise attempt to derive
source code or other trade secrets from the Application;
d. remove any proprietary notices from the Services or Documentation; or use the Services or Documentation in any manner or for any purpose that infringes,
misappropriates, or otherwise violates any intellectual property right or other right of
any person, or that violates any applicable law.
12. Independent Contractor Status/Labor Relations. The Parties agree that Provider is an independent contractor for purposes of this Agreement and is not considered a City employee for any purpose. Provider is not subject to the terms and provisions of the City’s personnel policies
handbook and may not be considered a City employee for workers’ compensation or any other
purpose. Provider is not authorized to represent the City or otherwise bind the City in any dealings between Provider and any third parties.
13. Resources and Support. Provider must, throughout the Term, make available such
resources, including Provider personnel, as are reasonably required to:
a. train designated employee(s) of the City in the use of the Services;
b. support the obligations of the City provided in Paragraph 6;
c. develop modifications to the Services as agreed to by the Parties in any exhibit
attached to this Agreement; and
d. Provider must provide technical support to the City as described in Exhibit A,
Scope of Services, for the duration of this Agreement.
14. Transition Assistance. The Provider must provide transition assistance to the City
when requested in writing. Upon termination of this Agreement for any reason, including but not
limited to termination for cause, the Provider must assist the City in the orderly transition to a new Provider. The City will retain a right to access and retrieve its data in a commonly used, machine-readable format for a period of ninety (90) days. This Agreement does not grant the City any ownership rights in or to the Provider’s software, source code, object code, or proprietary
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application(s), and the City acknowledges that all such rights are and shall remain the exclusive property of the Provider.
15. Limitation of Liability. The Provider's liability for contract damages is limited to
direct damages. The Provider must not be liable for special, incidental, consequential, punitive, or indirect damages. Damages caused by injury to persons or tangible property, or arising from any Provider indemnification under this Agreement, are not subject to a cap on the amount of damages.
16. Fees and Payment. Fees. The City must pay Provider the fees and make all payments as set forth in the Scope of Services, without offset or deduction. See attached Exhibit A. Any alteration or deviation from the described Services that involves additional costs above the Agreement amount will be performed by Provider only upon receiving a written request from the City. Any alteration or deviation from the Services will become an additional charge over and
above the amount listed in the Scope of Services. The City must agree in writing before Provider bills for any additional charges. All Fees and other amounts payable by the City under this Agreement are exclusive of taxes
and similar assessments. The City is responsible for all sales, use, and excise taxes, and any other
similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental
or regulatory authority on any amounts payable by the City as set forth in this Agreement, other
than any taxes imposed on Provider’s income.
17. Confidential Information.
a. From time to time during the Term, a Party to this Agreement may disclose or
make available to the other Party Confidential Information, as defined in Section 1 of this Agreement, about its business affairs. The receiving Party must not disclose the
disclosing Party’s Confidential Information to any person or entity, except to the
receiving Party’s Authorized Users who have a need to know the Confidential
Information for the receiving Party to exercise its rights or perform its obligations established in this Agreement.
b. Notwithstanding the foregoing, each Party may disclose Confidential
Information to the limited extent required:
i in order to comply with the order of a court or other
governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order
must first have given written notice to the other Party;
ii to establish a Party’s rights under this Agreement, including to
make required court filings; or
c. Unless otherwise required by law, each Party must not disclose Confidential
Information to any other third party not otherwise identified in this agreement without the other Party’s prior written consent. Each Party’s obligations of nondisclosure with
regard to Confidential Information are effective as of the Effective Date, and survive
this Agreement and do not terminate. However, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this
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Agreement for as long as such Confidential Information remains subject to trade
secret protection under applicable law.
d. Each Party must protect Confidential Information with the same degree of
care it uses to protect its own Confidential Information with of similar nature and
importance, but with no less than reasonable care. Each Party agrees to promptly
notify the other Party if there is a misuse or misappropriation of Confidential
Information.
18. Intellectual Property Ownership; Feedback.
a. Provider IP. The City acknowledges that, as between the City and Provider, Provider
owns all right, title, and interest in and to the Offering, the Services, and all Deliverables (excluding any embedded City Data), all Aggregated Statistics, and all
related intellectual property, including modifications, enhancements, or derivative
works, where or not suggested or requested by the City. No rights are granted to the
City hereunder other than as expressly set forth in this agreement.
b. The City's Data. Provider acknowledges that, as between Provider and the City, the
City owns all right, title, and interest, including all intellectual property rights, in and
to the City's Data. The City grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the City's
Data and perform all acts with respect to the City's Data as may be necessary for
Provider to provide the Services to the City. The City also grants to Provider a
nonexclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce,
distribute, modify, host, store, and otherwise use and display the City's Data incorporated within the Aggregated Statistics and to improve the Offering in aggregate, de-identified form. Any such use will not disclose personally identifiable information or identify the City.
c. Feedback. If the City or any of its Authorized Users sends or transmits any
communications or materials to Provider by mail, email, telephone, or otherwise,
suggesting or recommending changes to the Provider IP, including without limitation, new features or related functionality, or any comments, questions, suggestions, or the
like (“Feedback”), Provider may use the City’s Feedback irrespective of any other
obligation or limitation between the Parties governing such Feedback. The City
retains all right, title, and interest in the Feedback.
d. Aggregated Statistics. The Provider may create and use Aggregated Statistics derived
from City Data and system usage, provided that such data is anonymized and does
not identify the City or its users. Aggregated Statistics shall be owned solely by the Provider and may be used to enhance, benchmark, and develop the Offering
e. Deliverables. As between the City and the Provider, the Provider retains ownership of all Deliverables developed in connection with this Agreement, subject to the City’s
right to use such Deliverables solely for its internal business purposes.
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19. Data Location. Provider must not transfer the City’s Data outside of United States or
the Provider’s location as identified in the first paragraph of this Agreement unless it receives the
City’s prior written consent or unless the transfer is to the Provider’s data center and such transfer is necessary for the execution of the Services.
20. Access to Data. The City may access and copy any of the City’s Data in Provider’s
possession at any time. Provider must reasonably facilitate such access and copying promptly
after the City’s request. In this instance, Provider may charge its reasonable standard fees for any
such access and copying or for any fees related to the de-conversion of data.
21. Deletion of Data. Except as authorized by applicable law, Provider must not erase
the City’s Data or any copy without the City’s prior written consent.
22. Data Incidents. Provider must implement and maintain a program for managing unauthorized disclosure of, access to, or use of the City’s Data. In case of a Data Incident,
Provider must notify the City, in writing or by phone, within 48-hours of the incident. Provider
must cooperate with the City and law enforcement agencies to investigate and resolve the Data
Incident, including but not limited to providing reasonable assistance to the City in notifying
injured third parties. In addition, if the Data Incident results from Provider’s breach of this
Agreement as a result of the Provider’s gross negligence or willful misconduct, Provider must
compensate the City for any reasonable, documented, and direct expenses incurred solely due to
such incident, up to a maximum of an amount equal to the total fees paid to the Provider under
this Agreement in the twelve (12) months preceding the incident. Provider will work in good
faith with the City to determine whether credit monitoring or other remedies are appropriate and
required by law. Provider must give the City prompt access to such records related to a Data Incident subject to applicable confidentiality obligations and security controls. See also Ex. C, ¶
4, “Incident Response” for additional terms related to data incidents.
23. Functional Warranty. Provider warrants that the Application and Services, including any modifications that are made by Provider or under Provider’s instructions do not
contain any material defects, and will conform in all material respects to the specifications,
functions, descriptions, standards and criteria set forth in the Agreement, its Exhibits, and the
Documentation, which are all incorporated herein by reference. Provider further warrants that all post-Acceptance updates, alterations, or modifications to the Services will not materially
diminish the features or functionality of the Application and Services. Provider must promptly
correct any errors identified by the City in the Application and in any modification to the
Application at no cost to the City. If, Provider is unable to correct such errors within 30 days following notification by the City, then Provider must at the City’s request accept return of the
Application and return all money paid for the Application and maintenance. The City may also
pursue any other remedies available to it under this Agreement or by law or equity.
24. Virus Warranty. Provider warrants that it has used commercially reasonable efforts
to ensure against introduction of any virus into the City’s systems. Provider must immediately
advise the City, in writing, upon reasonable suspicion or actual knowledge that the Services may contain a Virus. If a Virus is found to have been introduced into the City’s systems by the Services
within 30 days after the Effective Date of this Agreement, Provider must repair or replace the
Services within ten (10) business days. If Provider cannot accomplish the foregoing within such
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time, then the City must discontinue use of the Services, and Provider must refund all money
paid for the Services and maintenance as set forth in the Scope of Services. See Exhibit A.
Provider must use all reasonable commercial efforts, at no additional charge, to assist the City in reducing the effects of the Virus and, if the Virus causes a loss of operational efficiency or loss
of data, to assist the City to the same extent to mitigate and restore such losses. In addition,
Provider must indemnify, defend and hold the City harmless from any claims, suits, damages,
liabilities, losses, and reasonable attorney fees resulting from any such Viruses. The limitation
of liability described in Paragraph 15 does not apply to this indemnification obligation.
25. Remedy for When Services are Subject of a Claim. If any Services furnished are
likely to or does become the subject of a claim of infringement of a third party’s IP Rights, then
the Provider may request the City accept an alternative Service and the City may agree to one of
the following alternative Services: 1) procure for the City the right to continue using the alleged infringing Services; 2) modify the Service so that it becomes non-infringing; 3) or replace it with
one that is at least functionally equivalent. If the Provider is unable to any of the above three
remedies, or if the use of the Services by the City is prohibited by an injunction, temporary
restraining order, or other court order, the City must return the Services to the Provider within five (5) days of receiving Provider’s request in writing. The Provider must then give the City a
credit equal to the amount paid to the Provider for the creation of the Services. The City is not
precluded from seeking other remedies available agreed upon in this Agreement or in equity or
law for any damages it may sustain due to its inability to continue using the Services. The Limitations of Liability set forth in Paragraph 15 of this Agreement does not apply to Provider’s
obligations under this Section and the City’s right to seek additional remedies arising from
Provider’s ‘infringement of a third party’s IP Rights.
26. Representatives and Notices.
a. City’s Representative. The City’s Representative for the purpose of this
Agreement must be Taylor Lonsdale or such other individual as City must
designate in writing. Whenever approval or authorization from or communication or submission to City is required by this Agreement, such communication or
submission must be directed to the City’s Representative and approvals or
authorizations must be issued only by such Representative; provided, however, that
in exigent circumstances when City’s Representative is not available, Provider may direct its communication or submission to other designated City personnel or
agents as designated by the City in writing and may receive approvals or
authorization from such persons.
b. Provider’s Representative. The Provider’s Representative for the purpose of this
Agreement must be a Vice President or more senior representative from Citian
or such other individual as Provider must designate in writing. Whenever direction to or communication with Provider is required by this Agreement, such direction
or communication must be directed to Provider’s Representative; provided,
however, that in exigent circumstances when Provider’s Representative is not available, City may direct its direction or communication to other designated Provider personnel or agents.
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c. Notices. All notices required by this Agreement must be in writing and must be provided to the Representatives named in this Section. Notices must be deemed given when delivered, if delivered by courier to Party’s address shown above during normal business hours of the recipient; or when sent, if sent by email or fax (with a successful transmission report) to the email address or fax number provided
by the Party’s Representative; or on the fifth business day following mailing, if mailed by ordinary mail to the address shown above, postage prepaid.
27. Miscellaneous.
a. Entire Agreement. This Agreement, together with any other documents incorporated
herein by reference and all related Exhibits, including the Cloud Services Questions,
constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous
understandings, agreements, and representations and warranties, both written and
oral, with respect to such subject matter. In the event of any inconsistency between
the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence
governs: 1) this Agreement, excluding its Exhibits; 2) the Exhibits to this Agreement
as of the Effective Date; and 3) any other documents incorporated herein by reference.
b. Permits. Provider must provide all notices, comply with all applicable laws,
ordinances, rules, and regulations, obtain all necessary permits, licenses, including a
City of Bozeman business license, and inspections from applicable governmental authorities, and pay all fees and charges in connection therewith.
c. Laws and Regulations. Provider must comply fully with all applicable state and
federal laws, regulations, and municipal ordinances including, but not limited to, all workers’ compensation laws, all environmental laws including, but not limited to, the
generation and disposal of hazardous waste, the Occupational Safety and Health Act
(OSHA), the safety rules, codes, and provisions of the Montana Safety Act in Title
50, Chapter 71, MCA, all applicable City, County, and State building and electrical codes, the Americans with Disabilities Act, and all nondiscrimination, affirmative
action, and utilization of minority and small business statutes and regulations.
d. Nondiscrimination and Equal Pay. Provider agrees that all hiring by Provider of
persons performing this Agreement must be on the basis of merit and qualifications.
Provider will have a policy to provide equal employment opportunity in accordance
with all applicable state and federal anti-discrimination laws, regulations, and
contracts. Provider will not refuse employment to a person, bar a person from
employment, or discriminate against a person in compensation or in a term, condition,
or privilege of employment because of race, color, religion, creed, political ideas, sex,
age, marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the
position require an age, physical or mental disability, marital status or sex distinction.
Provider must be subject to and comply with Title VI of the Civil Rights Act of 1964;
Section 140, Title 2, United States Code, and all regulations promulgated thereunder.
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Provider represents it is, and for the term of this Agreement will be, in compliance
with the requirements of the Equal Pay Act of 1963 and Section 39-3-104, MCA (the
Montana Equal Pay Act). Provider must report to the City any violations of the Montana Equal Pay Act that Provider has been found guilty of within 60 days of such
finding for violations occurring during the term of this Agreement.
Provider must require these nondiscrimination terms of its subcontractors providing
services under this Agreement.
e. Force Majeure. In no event must a Party to this Agreement be liable to another Party, or be deemed to have breached this Agreement, for any failure or delay in performing
its obligations under this Agreement, if and to the extent such failure or delay is caused
by any circumstances beyond one Party’s reasonable control, including but not limited
to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or
passage of law or any action taken by a governmental or public authority, including
imposing an embargo.
f. Intoxicants; DOT Drug and Alcohol Regulations/Safety and Training. Provider must
not permit or suffer the introduction or use of any intoxicants, including alcohol or
illegal drugs, by any employee or agent engaged in services to the City under this
Agreement while on City property or in the performance of any activities under this
Agreement. Provider acknowledges it is aware of and must comply with its
responsibilities and obligations under the U.S. Department of Transportation (DOT)
regulations governing anti-drug and alcohol misuse prevention plans and related testing. The City must have the right to request proof of such compliance and Provider
must be obligated to furnish such proof.
The Provider must be responsible for instructing and training the Provider’s employees and agents in proper and specified work methods and procedures. The
Provider must provide continuous inspection and supervision of the work performed.
The Provider is responsible for instructing its employees and agents in safe work
practices.
g. Modification and Assignability. This Agreement may not be enlarged, modified or
altered except by written agreement signed by both parties hereto. The Provider may
not subcontract or assign Provider’s rights, including the right to compensation or duties arising hereunder, without the prior written consent of the City. Any
subcontractor or assignee will be bound by all of the terms and conditions of this
Agreement.
h. Reports/Accountability/Public Information. Provider agrees to develop and/or
provide documentation as requested by the City demonstrating Provider’s compliance
with the requirements of this Agreement. Provider must allow the City, its auditors, and other persons authorized by the City to inspect and copy its books and records for
the purpose of verifying that the reimbursement of monies distributed to Provider
pursuant to this Agreement was used in compliance with this Agreement and all
applicable provisions of federal, state, and local law. The Provider must not issue any
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statements, releases or information for public dissemination without prior approval of
the City.
i. Non-Waiver. A waiver by either Party of any default or breach by the other Party of
any terms or conditions of this Agreement does not limit the other Party’s right to
enforce such term or conditions or to pursue any available legal or equitable rights in
the event of any subsequent default or breach.
j. Attorney’s Fees and Costs. In the event it becomes necessary for either Party to retain
an attorney to enforce any of the terms or conditions of this Agreement or to give any notice required herein, then the prevailing Party or the Party giving notice must be
entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-
house counsel including the City Attorney’s Office staff.
k. Taxes. Provider is obligated to pay all taxes of any kind or nature and make all
appropriate employee withholdings.
l. Dispute Resolution.
i. Any claim, controversy, or dispute between the Parties, their agents, employees, or
representatives must be resolved first by negotiation between senior-level personnel from each Party duly authorized to execute settlement agreements. Upon mutual
agreement of the Parties, the Parties may invite an independent, disinterested mediator
to assist in the negotiated settlement discussions. ii. If the Parties are unable to resolve the dispute within thirty (30) days from the date the dispute was first raised, then such
dispute may only be resolved in a court of competent jurisdiction in compliance with
the Applicable Law provisions of this Agreement.
m. Survival. Provider’s indemnification must survive the termination or expiration of
this Agreement for the maximum period allowed under applicable law.
n. Headings. The headings used in this Agreement are for convenience only and are not be construed as a part of the Agreement or as a limitation on the scope of the particular
paragraphs to which they refer.
o. Severability. If any portion of this Agreement is held to be void or unenforceable, the
balance thereof must continue in effect.
p. Applicable Law. The Parties agree that this Agreement is governed in all respects by the laws of the State of Montana.
q. Binding Effect. This Agreement is binding upon and inures to the benefit of the heirs,
legal representatives, successors, and assigns of the Parties.
r. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the
parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party.
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s. Integration. This Agreement and all Exhibits attached hereto constitute the entire
agreement of the Parties. Covenants or representations not contained herein or made
a part thereof by reference, are not binding upon the Parties. There are no understandings between the Parties other than as set forth in this Agreement. All
communications, either verbal or written, made prior to the date of this Agreement
are hereby abrogated and withdrawn unless specifically made a part of this Agreement
by reference.
t. Counterparts. This Agreement may be executed in counterparts, which together
constitute one instrument.
u. Consent to Electronic Signatures. The Parties have consented to execute this
Agreement electronically in conformance with the Montana Uniform Electronic
Transactions Act, Title 30, Chapter 18, Part 1, MCA.
**** END OF AGREEMENT EXCEPT FOR SIGNATURES ****
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
Effective Date.
PROVIDER
City of Bozeman
By: _______________________________
Name: Steven Hough
Title: CEO, Citian, Inc
By: _______________________________
Name: Chuck Winn
Title: City Manager, City of Bozeman
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Exhibit A Scope of Services
Provider will be deploying its CRASH™ (Crash Reduction through Analysis of Safety Hazards) software for the City . CRASH™ leverages machine learning, natural language processing,
advanced data analytics, and decades of engineering know-how to help government clients meet
traffic safety goals. CRASH™ has been fine-tuned to understand raw traffic crash report data and improve their quality and reliability using automated Artificial Intelligence/Machine Learning (AI/ML) algorithms. CRASH™ uses this foundation of quality crash data to produce instant analysis and data-driven decision support on safety programming at a network level as well as
specific study locations. CRASH™ will include:
• Real-Time Accurate Data: CRASH™ instantly audits and refines new crash reports with up
to 98% accuracy
• Complete Project Evaluation: Assess and share safety outcomes of new construction projects
with instant before-and-after studies
• Interactive Data Exploration: Pivot seamlessly between integrated search methods such as query, mapping, and reporting
• User-Friendly Analysis and Summaries: Navigate live dashboards, AI-driven predictive
analytical tools, and one-click, auto-generated reporting
• Benchmarking and Goal Setting: Track key federal reporting measures and progress toward local and state policy goals such as HSIP and SHSP
• Instant Audits and Alerts: Collaborate easily with up-to-date crash insights, temporal
analysis, and alerts for high-priority outcomes
• Data-Driven Decision Support: Guide programming recommendations using automatic HSM
countermeasures, CMF benefit/cost reports, collision diagrams, and more
• Full Environmental Data Immersion: Take a Complete Streets approach integrating diverse data, like equity analysis, ADA compliance, or lighting photometrics to provide context
• Crash Query Tool Kit: Investigate crash patterns or locations in your jurisdiction with flexible
queries considering all relevant safety and location data
• Real-time, Digital Twin Geomapping: Gain immediate line-of-sight into historical and
predictive crash patterns mapped directly onto the built environment
Provider’s CRASH™ (Crash Reduction through Analysis of Safety Hazards) software will serve the City through the duration of this agreement adhering to Exhibit C and all features listed in Exhibit A. All services rendered for the execution of this software and all additional aspects of
software delivery beyond the license agreement will be mutually agreed upon or as permitted by
the license agreement.
Scope Description:
Provider will work directly with Taylor Lonsdale to deliver its CRASH software. Provider will
work with the City of Bozeman to schedule a Project Kickoff meeting, where Provider and City of
Bozeman will discuss the details of the project. Following Project Kickoff Meeting, there will be a data exchange process, where Provider will work with the City of Bozeman to tap into all crash data necessary to build the CRASH platform, as well as include other datasets the City wants to incorporate into the software. Provider will provide a comprehensive Base Data and Crash Data
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checklist, which the City of Bozeman Project Managers may review and advise on as desired. Provider has experience accessing crash data through a variety of methods, including a secure established application programming interface (API) into current crash databases. Provider will utilize at least five years of previous crash data from the City to build the initial environment and train algorithms in data trends across the City of Bozeman. Provider will also work to incorporate
other dynamic datasets, such as data on segments and intersections, Complete Streets context with locations of schools and transit stops; demographic datasets such as census demographics, jurisdictional breakdowns of the City; roadway conditions such as traffic enforcement cameras, and streetlights, to make the system holistic and robust. Additional data outside of the base data checklist that is of interest to The City may also be identified during this period. A Customizations
and Localization Workshop will be scheduled within the first1-2 months, where Provider and participating planners, engineers, and GIS employees will meet to discuss desired customizations to the tool. Provider will incorporate these ideas before the final development and delivery of the tool. A majority of the coordination for this project may be handled via email, outside of the initial Project Kickoff Meeting and the Customizations and Localization Workshop. Provider
Account/Project Managers are available for ad-hoc meetings with The City employees throughout the buildout period and duration of the subcontract if desired. Provider and the City will set an agreed-upon go-live date, targeting 2-3 months after Provider receives all of the necessary data to create the tool. The week of the go-live date, Provider will provide two days of in-person onboarding and training in the CRASH tool, if desired by the City. Training will consist of custom
demonstrations, individual assistance, workflow training, and workshops. Unlimited users from the City will have access to the City CRASH environment. Onboarding may also be handled via virtual meetings if preferred. The 12-month contract term will commence upon system launch for the City. Following launch, Provider will provide ongoing support and continued account support for the life of the pilot.
Targeted Schedule:
Full buildout of the CRASH tool to be complete 2-3 months after Provider receive all data necessary
(historical crash data, necessary base data layers).
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Exhibit B
Order Form (Attached Separately)
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Chuck Winn
5/12/2026
City Manager
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Exhibit C Service Level Agreement
1. Service Availability
1.1 Measure. The Offering will be available 99.5% of the time (24x7x365), except as
provided below. Offering availability will be calculated per calendar quarter, as follows:
total – nonexcluded - excluded > 99.5% total - excluded
Where:
• total means the total number of minutes for the quarter
• nonexcluded means downtime that is not excluded
• excluded means the following:
o Any planned downtime of which Citian gives 8 hours or more notice. Citian will use commercially reasonable efforts to schedule all planned downtime during non-peak usage times (i.e., the hours from 6:00 p.m. Friday to Sunday midnight, U.S. Eastern Time).
o Any unavailability caused by circumstances beyond Citian's reasonable
control, including without limitation, a Force Majeure Event.
o Any unavailability as a result of (i) non-compliance by the City with any provision of this SLA; (ii) incompatibility of the City’s equipment or software with the Offering; (iii) actions or inactions of the City or third parties; (iv) the City’s use of the Offering after Citian has advised the City to
modify its use of the Offering, if the City did not modify its use as advised; (v) acts or omissions of the City or the City’s employees, agents, contractors, or vendors, or anyone gaining access to the Offering by means of the City’s passwords or equipment; (vi) performance of the City’s systems or the Internet; (vii) any systemic Internet failures; or (viii) network unavailability
or the City’s bandwidth limitations.
o For purposes of the availability calculation, “downtime” means a measurement interval during which time the Offering is not responsive to an automated request ("Monitoring Transaction") generated by Citian's monitoring software. Measurement intervals for Monitoring Transactions are
no more than five (5) minutes on a 24X7 basis. Monitoring Transactions used for the availability calculation include network and application availability requests. The monitoring process does not cover every feature of the Offering. With respect to such features, Citian will investigate any suspected availability problem reported by the City or which it otherwise
becomes aware of and take commercially reasonable efforts to correct any such issues that can be verified by Citian.
o For any partial calendar quarter during which the City subscribes to the Offering, availability will be calculated based on the entire calendar quarter, not just the portion for which the City subscribed.
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1.2 Remedies: Should Citian fail to meet 99.5% availability of the Offering for a calendar
quarter, the City shall have the option of one (but not both) of the following. First, the City
may continue to use the Offering but receive credit for one full day of the Offering
subscription usage (as of the end of the quarter in which the failure occurred), for each full
or partial hour of Offering unavailability below 99.5%. Any such credit shall be applied to
the City's next invoice (or refunded if there are no forthcoming invoices). Second, if Citian
fails to meet 98% availability of the Offering for a calendar quarter, the City may terminate
its Agreement with Citian for cause and stop using the Offering, in which case Citian will
refund to the City any prepaid fees for the remainder of the Term after the date of
termination. The remedies specified in this “Remedies” section shall be the sole remedies
available to the City for breach of this SLA.
1.3 Reporting and Claims: To file a claim under this SLA, the City must send an email to
info@citiansolutions.com with the following details:
• Billing information, including company name, billing address, billing contact and billing contact phone number
• Downtime information with dates and time periods for each instance of downtime
during the relevant period
• An explanation of the claim made under the Agreement, including any relevant calculations.
Claims may only be made on a calendar quarter basis within 30 days of the end of the
relevant quarter, except for periods at the end of the Agreement that do not coincide with a
calendar quarter, in which case the City must make any claim after the end of its
Agreement. All claims will be verified against Citian's system records.
2. Return of the City Data. Upon termination or expiration of the Agreement, Citian shall (i)
ensure that the City has access to the City Data from the Offering for a period no more than ninety
(90) days for the production environment and the sandboxes. In no event may Citian preclude the
City from retrieving the City Data after the expiration or termination of the Agreement. See also
Agreement, ¶ 13, “Transition Assistance” for additional related terms.
3. Support Management. Citian will provide complete system support for Offering including
standard and the City-specific configurations and customizations and all future releases of system
updates and new features. Coverage parameters specific to the services covered in this Agreement
are as follows:
• 24 hours per day, 7 days per week, 365 calendar days per year technical application support (subject to the limitations set forth herein);
• Telephone support: 8:00 AM to 6:00 PM Eastern Time, Monday through Friday;
• Email support: 8:00 AM to 6:00 PM Eastern Time, Monday through Friday;
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• Calls or emails received out of regular business hours will be forwarded to the mobile telephone of the assigned Citian Client Support Lead;
• The Citian Service Desk will provide emergency support outside of regular business hours for critical requests (for example, Offering software system experiences unplanned downtime or is otherwise unavailable or a software feature is unavailable);
• For non-critical requests received outside of regular business hours, the Citian Service Desk will respond as soon as possible during regular business hours and take the appropriate action(s) as described in this Agreement;
• See Citian Service Desk published policy for further information regarding support request management, defect handling, recurring issues identification and escalation procedures,
outage resolution and disaster recovery;
• Any outages or planned downtimes in relation to the Citian Service Desk will be in line with the service support and availability SLA as set out in this Agreement; and
• The Citian Service Desk shall provide access to the City’s service, tickets, and outage data and details for report creation and data export.
4. Incident Response.
4.1. Upon discovery or reasonable belief of any data breach or security threat (“Data
Breach”) to the Offering software system’s integrity or the City’s data, Citian will provide
notice, by telephone and email, to the City within 24 hours of said Data Breach or after
Citian reasonably believes there has been such a Data Breach.
4.2 To the extent known at the time of notification, Citian’s notice shall include:
the nature of the Data Breach;
o the data accessed, used or disclosed;
o the person(s) who accessed, used, disclosed or received data (if known);
o what Citian has done or will do to quarantine and mitigate the Data Breach; and
o what corrective action Citian has taken or will take to prevent future Data Breaches. 4.3 Citian will provide daily updates, or more frequently if required by the City, regarding
findings and actions performed by Citian until the Data Breach has been effectively
resolved to the City’s satisfaction. Citian shall quarantine the Data Breach, ensure secure
access to data, and repair the Offering as needed in accordance with this SLA. Failure to do
so may result in the City exercising its options for assessing damages or other remedies
under this Agreement.
4.4 Citian shall investigate the Data Breach and share the report of the investigation with
the City. The City or its authorized agents shall have the right to lead (if required by law) or
participate in the investigation. Citian shall cooperate fully with the Agency, its agents and
law enforcement.
4.5. Citian will respond to the City’s requests for support services regarding Offering in
accordance with the procedures identified below. In each case, the City may describe and
submit service request by telephone or email to the Citian Service Desk in accordance with
Section 3 of this SLA:
The Citian Service Desk escalates all Incident Requests to the Citian Support Team for
immediate resolution. The Citian Service Desk will acknowledge the Incident Request within
15 minutes and immediately notify the Citian Support Team for Action.
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5. Service Performance.
5.1 Response Time. Citian represents and warrants that 95 percent of all transactions shall
process at a mutually agreed upon time threshold. The City retains the right to use a third-
party service to validate the performance of Citian’s response times.
5.2 Concurrent Users. Citian represents and warrants that the performance service levels
set forth in this Agreement shall be valid up to an unlimited number of users using the
Offering at any given time.
5.3 Service Architecture. Citian shall provide the City with detailed architectural diagrams
upon written request from the City. The architectural diagrams will include without
limitation: servers, hardware, software solution (operating system, application servers,
databases, identity repository) and network architecture (dataflow diagram, firewalls,
proxies, IDS/IPS). Citian shall allow City reasonable access to review such architecture.
6. Service Maintenance.
6.1 Given the software-as-a-service (SaaS) model of Offering, Citian will provide the City
with the latest and generally available supported version of Offering, including all
maintenance patches, software upgrades and new features, at no additional cost for the
lifetime of the Order Form or SOW.
6.2 Citian will schedule and perform standard maintenance services including planned
critical security and maintenance patch releases during non-peak hours outside of regular
business hours (for example, midnight (12am) Eastern Time) or during weekends
(“Standard Maintenance Window”). Citian will coordinate with the City to develop a
mutually agreed standard maintenance schedule.
6.3 The Citian Service Desk welcomes feature requests from clients. The City or its
employees, contractors or agents who are Authorized Users of Offering may provide Citian
with such requests by email. Citian will consider all feature requests for utility,
functionality and feasibility.
6.4 Citian will document all critical security patches, maintenance patches and release
management standards, provide standard and emergency maintenance services and apply all
critical security and maintenance patches to Offering. Citian will provide written guidance
by email to the City describing any significant updates to Offering. Updated system
documentation will be provided to The City via the Offering in-application help
documentation and by email.
6.5 Citian shall provide 48 hours advance notice to the City of any scheduled maintenance
downtime that will occur outside of the Standard Maintenance Window outlined above. In
case of emergency, Citian shall use its best efforts to notify the City by telephone and email
of any planned downtime as soon as practicable.
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7. Data Management.
7.1 Citian will provide robust data management services to transmit, retain, store, delete
and otherwise handle the City’s data.
7.2 Data Processing and Hosting. Citian will ensure production data is not used outside
of the production environment. Citian will notify The City at least 90 days prior to any
relocation of the City’s data to a different hosting facility. The City reserves the right to
terminate the Agreement without penalty if The City objects to the new hosting facility. All
the City data will be kept for the mutually agreed upon number of years or as otherwise
required by applicable laws, rules and regulations.
7.3 Data Storage and Disposal. Citian shall retain all the City data until the City deletes or
requests deletion of the City’s data or for a minimum number of years as mutually agreed or
such other time period required by applicable laws, rules and regulations or as otherwise
mutually agreed to by the parties in this Agreement. Citian shall store the City data in a
non-proprietary format as mutually agreed upon between Citian and the City. At the City’s
election, Citian will either securely destroy or transmit to the City’s repository any backup
copies of the City’s data.
7.4 Data Backup. Citian shall provide geographically disparate storage on a daily basis of
all backup discs, data or materials of any type whatsoever produced in whole or in part in
connection with or relating to the performance by Citian of its obligations under this
Agreement (including without limitation any discs, tapes, other storage media, work papers
and partial drafts of documentation code). Citian shall use appropriate and reliable storage
media. Citian shall regularly backup the City’s data and retain such backup copies for a
minimum time period as mutually agreed or otherwise required by applicable laws, rules or
regulations.
7.5 Discovery (Legal Proceedings). If Citian receives a request that may be reasonably
interpreted as requiring access to the City’s data or the City’s use of the Offering, Citian
shall provide notice by telephone and email to the City, unless prohibited by law from
providing such notice. Citian shall provide such notice within 48 hours of receiving the
request. Citian shall not respond to subpoenas, service of process, Public Records Act
requests or other legal requests directed at Citian regarding this Agreement without first
notifying the City, unless prohibited by law from providing such notification. Where Citian
is allowed to provide such notification, Citian shall provide its intended responses to the
City with adequate time for the City to review, revise and, if necessary, seek a protective
order in a court of competent jurisdiction. Citian shall not respond to legal requests directed
at the City unless authorized in writing to do so by the City.
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8. Information Security.
8.1 Citian will employ the latest and industry-leading cybersecurity and data security
practices and policies as set out in this section.
8.2 Data Security. Citian assumes responsibility for the security and confidentiality of the
City data under its control. Citian shall (i) certify the sufficiency of its security standards,
tools, technologies and procedures in providing Offering under this Agreement; (ii) undergo
an annual Standards for Attestation Engagements (SSAE) Service Organization Control
(SOC) 2 Type II audit or equivalent such as ISO 27001 for Citian’s Control Environment.
Citian shall provide the City with results of such audit and Citian’s plan to correct any
negative findings within seven (7) calendar days upon Citian’s receipt of such audit results;
and (iii) provide the City with detailed description of the audited Control Environment. If
the City determines the Control Environment is not satisfactory, the City may request that
Citian correct any deficiencies.
Citian maintains a security and privacy program designed to comply with the security
control families defined in NIST SP 800-53 Rev. 5 and aligns with FedRAMP Moderate
Authorization equivalent standard. Citian is SOC 2 Type I certified [Month 2025] and Type
II certified [Month 2025]. Certification reports will be made available to the City upon
request under an NDA.
8.3 Citian shall implement and at all times during this Agreement maintain all appropriate
administrative, physical, technical and procedural safeguards in accordance with this
section to secure the City’s data from any Data Breach, protect the data and Offering from
any hacks or known or reasonably known security threats, including the introduction of
viruses, disabling devices, malware or other forms of malicious or inadvertent acts that can
disrupt the City’s access to its data.
8.4 Citian shall allow the City reasonable access to Offering’s security logs, latency
statistics and other related security data that affect this Agreement and the City’s data.
8.5 Citian shall not copy, modify, destroy or delete any the City’s data other than for normal
operations or maintenance of Offering during the Term without prior written notice and
written approval of the City.
8.6 Data Encryption/Handling PII. Information designated as sensitive including
personally identifiable information (PII) shall be encrypted end-to-end while it is transit and
at rest. Citian shall encrypt data using the most current Federal Information Processing
Standard (FIPS) 140-2 validated cryptographic modules and the current Advanced
Encryption Standard algorithm with respect to data that is at rest or in motion.
8.7 Confidentiality. Citian and the City shall handle Confidential Information in
accordance with the terms of this Agreement.
9. Service Reliability.
9.1 Citian will take all necessary steps to ensure business continuity in the event of disaster
or catastrophic failure as set out in this section.
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9.2 Citian shall use appropriate and reliable storage media for Data Backup.
9.3 Citian commits to an RPO of four (4) hours and RTO of twelve (12) hours or as
otherwise mutually agreed between Citian and the City. In other words, when unscheduled
downtime occurs, Citian will resume service with data matching what the Offering software
system contained at some point within the four (4) hours preceding the unscheduled
downtime. Additionally, the Offering system cannot be down for longer than twelve (12)
hours during unscheduled downtime.
9.4 In the event of disaster or catastrophic failure that results in significant data loss or
extended loss of access to data (“Data Loss”), Citian shall notify the City with by telephone
and email within 24 hours of such Data Loss or after Citian reasonably believes there has
been such disaster or catastrophic failure. In the notification, Citian shall inform the City of:
• the scale and quantity of the Data Loss;
• what Citian has done or will do to recover the data and mitigate any deleterious effect of the Data Loss; and
• what corrective action Citian has taken or will take to prevent any future Data Loss.
Citian shall restore continuity of the Offering, restore data in accordance with the RPO and
RTO set forth in this SLA, restore accessibility of data and repair the Offering as needed to
meet the performance requirements under this SLA. Failure to do so may result in the City
exercising its option for assessing damages or other remedies under this Agreement. Citian
shall investigate such disaster or catastrophic failure and share the report of the
investigation with the City. The City or its authorized agents shall have the right to lead (if
required by law) or participate in the investigation. Citian shall cooperate fully with the
City, its agents and law enforcement.
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Exhibit D of SaaS Agreement
Master Subscription Agreement
This Master Subscription Agreement is entered into on May 5th, 2026 (“Effective Date”) by and
between Citian, Inc., a Delaware corporation with its principal place of business at 99 M Street,
SE, Suite 755, Washington, DC 20003 (“Citian”), and City of Bozeman, Montana (“the City”).
1. Offering Usage Rights.
1.1 General Rights. Through the expiration or termination of the Agreement, Citian grants to the City a limited, non-transferable, non-exclusive right to access and use the features
and functionality of the Offering and Offering documentation for the City’s internal
business purposes. The Offering shall be made available to the City as a service that the City may access and use for the Subscription Term set out in an Order Form(s). Citian
will host and retain physical control over the Offering and make the Offering available
through the Internet for access, use and operation by the City through a web browser.
Other than as specifically set forth above and unless otherwise agreed to by Citian in
writing, no provision under this Agreement shall obligate Citian to deliver or otherwise
make available any copies of computer programs or code from the Offering to the City,
whether in object code or source code form.
1.2 General Restrictions. See Agreement, ¶ 11.
1.3 Use By Authorized Users. Subject to the usage limitations described below, the City
may allow Authorized Users to access and use the Offering solely for the City’s internal
business purposes. The obligations and limitations as to the City that are set forth in this Agreement also apply to Authorized Users that are provided access to the Offering. The
City is responsible for ensuring that its employees, any third parties and its Authorized
Users (and their employees) are aware of and comply with the terms of this
Agreement. Any breach of this Agreement by such entities or individuals shall be deemed
to be a breach by the City and the City is liable for such breaches.
1.4 Usage Limitations. Each Order Form may set forth a user limit or other usage
limitation. Use of the Offering by the City is restricted to the number and type of users
(or such other usage limitation) as set forth in the Order Form. A user means an
individual human being and may be an employee, consultant, contractor or agent of the
City or an Authorized User. User rights are granted for a specific time period as set out
in an Order Form and use of the Offering by the City is limited to such time period
(“Subscription Term”). User rights may be transferred from one person to another
person by the City, but user rights may not be shared or used concurrently by more than
one person at a time.
2. Order Forms. The Offering ordered by the City shall be listed in a mutually executed ordering
document on Citian’s form (“Order Form”).
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Each Order Form will specify the specific Offering application(s) ordered, the fees and the
payment terms for use of the Offering. The Subscription Term for each Order Form commences
on the start date specified in each Order Form and continues for the term specified therein.
Each Order Form during the Term is governed by the terms of this Agreement. In the event of a
conflict or discrepancy between the terms of an Order Form and the terms of the Agreement, the Agreement shall govern except as to which specific Offering applications were ordered, the
Subscription Term for the order, and the fees, currency and payment terms for the order, for which
the Order Form shall govern. Except as otherwise specified in an Order Form: fees are based on services purchased and not actual usage; payment obligations set forth in an Order Form are non-
cancelable; fees paid are non-refundable; and the number of subscriptions purchased cannot be
decreased during the relevant subscription term stated on the Order Form.
3. Services Levels and Support. Citian’s policies, procedures and practices regarding system
performance, monitoring and technical support are as set forth in the Service Level Agreement
(“SLA”) contained in Exhibit A. Citian reserves the right to change such policies, procedures
and practices as required in Citian’s reasonable judgment, provided that such changes may never
degrade in any material respect the standard of service or protections described Exhibit A.
4. Professional Services. Citian offers certain professional services including services related to
implementation and optimization of the Offering, change management and business practice
optimization, and education and training (“Professional Services”). Such Professional Services
are typically purchased via a mutually executed statement of work (“SOW”). Unless otherwise
set forth in the SOW, City shall have a nonexclusive, internal-use license to the Deliverables
resulting from Citian’s Professional Services for the duration of the SOW. Each SOW during the
Term is governed by the terms of this Agreement and in the event of any conflict or discrepancy
between an SOW and the terms of the Agreement, the Agreement shall govern except as to the
scope of work, fees, currency, expenses and payment terms for the Professional Services, for
which the SOW will govern.
5. Confidential Information. See Agreement, ¶ 16.
6. Ownership. See Agreement, ¶ 18(a) and (b).
7. City Data.
7.1 License; Ownership. The City is solely responsible for any and all obligations with
respect to the accuracy, quality and legality of City Data. The City will obtain all
third-party licenses, consents and permissions needed for Citian to use the City Data to provide the Offering or Professional Services. Without limiting the foregoing, The
City will be solely responsible for obtaining from third parties all necessary rights for
Citian to use the City Data submitted by or on behalf of the City for the purposes set
forth in this Agreement. The City grants Citian a non-exclusive, worldwide, royalty-
free and fully paid license (a) during the Term to use the City Data as necessary for
purposes of providing and improving the Services; (b) during the Term to use the City
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trademarks, service marks, and logos as required to provide the Services; and (c)
during and after the Term to use the City Data in an aggregated and anonymized form
to: (i) improve the Offering and Citian’s related products and services; (ii) provide
analytics and benchmarking services; and (iii) generate and disclose statistics
regarding use of the Offering, provided that no the City-only statistics will be
disclosed to third parties without the City’s consent. The City Data and all worldwide
intellectual property rights in it are the exclusive property of the City. All rights in
and to the City Data not expressly granted to Citian in this Agreement are reserved by
the City. 7.2 The City’s Warranty. The City represents and warrants that any City Data will not
(a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret;
(c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage
Citian’s system or data; and (e) otherwise violate the rights of a third party. Citian is
not obligated to back up any City Data; the City is solely responsible for creating backup copies of any City Data at The City’s sole cost and expense. The City agrees
that any use of the Offering contrary to or in violation of the representations and
warranties of the City in this Section 9.2 constitutes unauthorized and improper use of the Offering.
7.3 Artificial Intelligence Automated Decision Use. Citian’s software platform employs machine-learning models solely to automate data validation, aggregation,
and reporting functions. All predictive outputs are provided for informational
purposes and are not used to make enforcements, legal, or adjudicative
determinations. Citian does not use City Data to train models for any third-party
customer.
7.4 Data Segregation and Minimization. Citian maintains logical separation of each the
City’s production data and limits access to the minimum necessary personnel for
support and maintenance. Data is encrypted at rest and in transit using FIPS 140-2
validated cryptographic modules.
8 Payments.
8.1 Payment and Taxes. The City agrees to pay to Citian all amounts set forth on the
applicable Order Forms and SOWs. All fees and other charges payable by the City to Citian under this Agreement are stated exclusive of all federal, state, local and foreign
taxes, levies and assessments of any nature (including value-added, use or
withholding taxes). The City agrees to bear and be responsible for the payment of all
such taxes, levies and assessments imposed on the City or Citian arising out of this
Agreement, excluding any tax based on Citian’s net income. If the City is required by
any applicable law to deduct or withhold amounts otherwise payable to Citian
hereunder, the City will pay the required amount to the relevant governmental
authority and pay to Citian, in addition to the payment to which Citian is otherwise
entitled under this Agreement, such additional amount as is necessary to ensure that
the net amount actually received by Citian free and clear of all taxes equals the full
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amount Citian would have received had no such deduction or withholding been
required.
8.2 Late Payment. In the event payment is not made within thirty (30) days of the date
payment was due and such payment is not the subject of a reasonable basis written
dispute, Citian shall have the right, at its sole option, to suspend the City's access to
the Offering until payment is made. Citian will provide written notice to the City prior
to suspension of access to the Offering.
9 Citian Warranties. Citian represents and warrants as follows: (i) the Offering will perform substantially in accordance with the Service Description Document; (ii) Professional Services
shall be provided in a professional manner consistent with industry standards; (iii) Citian has the
right to grant license for Offering to the City; (iv) Offering is free from all viruses detectable by
industry standard means; and (v) Offering is free from all material defects and further that Citian
will correct any such defect in the Offering at no additional cost to the City.
The City must notify Citian in writing of any claim that the Offering does not perform substantially
in accordance with the Service Description
Document no later than thirty (30) days after the last day of the month in which the asserted non-
performance occurred. The City must notify
Citian in writing of any claim of breach of warranty relating to Professional Services within ninety (90) days of completion of the Professional Services engagement (normally an SOW) under which
the Professional Services were delivered. For any breach of the warranty claim with respect to the
Services Description Document, the City’s exclusive remedy and Citian’s entire liability shall be for Citian to (i) provide the support required hereunder to bring the Offering in compliance with
the Service Description Document; or if both parties agree that such support will or has not
remedied the non-complying Offering, (ii) terminate the Agreement or applicable Order Form and refund the prepaid fees for the Offering, on a pro rata basis, for the period following termination.
For any breach of warranty claim relating to Professional Services, the City’s exclusive remedy
and Citian’s entire liability shall be for Citian to (i) re-perform the deficient Professional Services; or if both parties agree that re-performance will not remedy the deficient Professional Services,
(ii) refund the fees paid for the Professional Services.
10 WARRANTY. See Agreement, ¶¶ 23-24.
11 Indemnification.
11.1 Infringement Indemnity. Citian shall at its expense defend, or at its option settle any claim, action or allegation brought against the City alleging that the
Offering, when used as authorized herein, or any Deliverable infringes any valid U.S.
copyright, patent, trade secret or any other proprietary right of any third party and shall pay any final judgments awarded or settlements entered into, provided that the
City gives prompt written notice to Citian of any such claim, action or allegation of
infringement and gives Citian the authority to proceed as contemplated herein. In the event any infringement claim, action or allegation is brought or threatened, Citian
may, at its sole option and expense: (a) procure for the City the right to continue use
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of the Offering, Deliverable or infringing part thereof; (b) modify, amend or replace
the Offering, Deliverable or infringing part thereof with other software having
substantially the same or better capabilities; or, if neither of the foregoing is in Citian’s
opinion commercially practicable, (c) terminate this Agreement (or the portion of any
Order Forms for allegedly infringing materials) and refund to the City the prorated
amount of the fees prepaid by the City under the relevant Order Forms or SOWs that
were to apply to the remainder of the unexpired Term, as calculated from the
termination date through the remainder of the unexpired Term. The foregoing
obligations will not apply to the extent the infringement arises as a result of (i) any use of the Offering in a manner expressly prohibited by this Agreement (including
any modification of the Offering by any party other than Citian); or (ii) any use by
the City of the Offering in combination with other products, equipment, devices, software, systems or data not supplied by Citian to the extent such claim is directed
against such combination, provided that this exclusion shall not be applicable to
combinations with hardware, software or other technology required to access and use the Offering (e.g., a web browser, an internet connection and a personal computer,
upon which certain Citian applications are built). This Section states the exclusive
remedy of The City and the entire liability of Citian with respect to infringement of any patent, copyright, trade secret or other intellectual property right.
11.2 Indemnification from AI and Predictive Analytical Outputs. Citian's indemnification obligations exclude any claim solely from the City’s use of predictive
or analytical outputs for regulatory or enforcement purposes.
12 Limitation of Liability. See Agreement, ¶ 14.
13 Export Control Laws. Each party shall comply with the export control laws of the United States
which are applicable to the Offering. Such export control laws may prohibit use of the Offering in certain sanctioned or embargoed countries.
14 Pricing Adjustment. Citian offers the Offering to the City for the annual license fee and other
fees set forth in the Order Form (“Price”).
Such Price shall not increase during the initial term of the Order Form. Before renewal of the initial
term of the Order Form in accordance with
Section 2.2 of this Agreement, Citian reserves the right to escalate the Price for the renewal term
of the Order Form by no more than three percent (3%) to adjust for increases in the cost of
equipment, staffing, hosting and other relevant goods and services. This section does not apply if
the parties execute a new Order Form.
15 Advertising. Citian will not use the City or the name of any agency in any advertisement, news release, or professional or trade publication without prior written approval from The City.
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16 The City’s Use of Third-Party Licensed Data. To the extent that the City stores data in the
Offering that has been purchased or licensed from third parties, the City is responsible for
ensuring its use, processing, reporting against, combination, comingling and manipulation of such data complies with its agreements with the third-party data provider, and the City will
indemnify and hold Citian harmless against any claims by such third-party data providers arising
from the City’s use of such third-party data in the Offering.
The authorized representatives of the parties have executed this Agreement by their signatures
below:
Citian, Inc. The City
By: By:
Name: Name:
Title: Title:
Date: Date:
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5/12/2026
Chief Executive Officer
Steven Houh Chuck Winn
City Manager
5/12/2026