2015/09/22 City Council Resolution 2015-162RESOLUTION NO. 2015-162
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING AND APPROVING AN AGREEMENT WITH RELIANCE
COMMUNICATIONS, LLC A DIVISION /SUBSIDIARY OF WEST CORPORATION,
DBA CIVICLIVE FOR WEBSITE UPGRADE AND RELATED SERVICES
WHEREAS; Rohnert Park's website is outdated in technology, functionality, and look
and feel; and
WHEREAS, websites are essential to local government operations and communications
with the public; and
WHEREAS, the City has conducted a thorough procurement process for a new website
and related services.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park that it does hereby authorize and approve an agreement by and between Reliance
Communications, LLC a division/subsidiary of West Corporation, dba CivicLive, and the City of
Rohnert Park, a municipal corporation, for website upgrade and related services.
BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed
to take all actions to effectuate this agreement for and on behalf of the City of Rohnert Park,
including execution, if necessary, in substantially similar form to the agreement attached hereto
as Exhibit "A," subject to minor modifications by the City Manager or City Attorney.
BE IT FURTHER RESOLVED that the Finance Director is authorized to take all
budgetary actions necessary to finance this agreement.
DULY AND REGULARLY ADOPTED this 22nd day of September, 2015.
CITY OF ROHNERT PARK
Amy O. Ahanotu, Mayor
ATTEST:
t
P (c
onne M. Buergler, City Cler
CALLINAN: e MACKENZIE: A4 e, STAFFORD: J4ELFORTE: AHANOTU:
AYES: ( t4 ) NOES: ( ) ABSENT: ( I ) ABSTAIN: ( C) )
City of Rohnert Park
130 Avram Ave.
Rohnert Park, CA 94928
CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is entered into as of the 22nd day of September, 2015, by and
between the CITY OF ROHNERT PARK ( "City "), a California municipal corporation, and
Reliance Communications, LLC division/subsidiary of West Corporation ( "Consultant "), dba
CivicLive, a California Limited Liability Company.
Recitals
WHEREAS, City desires to obtain Website Upgrade and Redesign Services; and
WHEREAS, Consultant hereby warrants to the City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement.
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals set forth above, and all defined terms set
forth in such recitals and in the introductory paragraph preceding the recitals, are hereby
incorporated into this Agreement as if set forth herein in full.
2. Project Coordination.
A. City. The City Manager or his /her designee, shall represent City for all
purposes under this Agreement. The Assistant City Manager is hereby designated as the Project
Manager. The Project Manager shall supervise the progress and execution of this Agreement.
B. Consultant. The Consultant shall assign Olivia Tobin to have overall
responsibility for the progress and execution of this Agreement for Consultant.
3. Scobe and Performance of Services
A. Statement of Work and Payment Schedule. Subject to such policy
direction and approvals as the City through its staff may determine from time to time, Consultant
shall perform the services set out in the "Statement of Work and Payment Schedule" attached
hereto as Exhibit A and incorporated herein by reference.
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B. Time of Performance. The services of Consultant are to commence upon
receipt of a written notice to proceed from City, but in no event prior to receiving a fully
executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. The services of Consultant are to be completed not later
than 4 -7 months from date of fully executed agreement. Consultant shall perform its services in
accordance with the schedule attached hereto as Exhibit A, and incorporated herein by reference.
Any changes to these dates in either this Section 3 or Exhibit A must be approved in writing by
the Project Manager.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be in accordance with all applicable legal requirements
and shall meet the standard of quality ordinarily to be expected of competent professionals in
Consultant's field of expertise. In addition, Consultant's will provide service in accordance with,
and agrees to be bound by, the Civiclive Service Level Agreement attached hereto as Exhibit C.
4. Compensation and Method of Pam.
A. Compensation. The compensation to be paid to Consultant, including both
payment for professional services and reimbursable expenses, shall be at the rate and schedules
attached hereto as Exhibit A, and incorporated herein by reference. Payment by City under this
Agreement shall not be deemed a waiver of unsatisfactory work, even if such defects were
known to the City at the time of payment.
B. Timing of Payment.
Progress payments will be tied to completion of tasks so that all payments are proportional to the
work completed. The payment schedule is included in Exhibit A.
C. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Exhibit A "Statement of Work and Payment
Schedule" without prior written amendment to this Agreement.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non - standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
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F. Litigation Support. Consultant agrees to testify at City's request if
litigation is brought against City in connection with Consultant's work product. Unless the
action is brought by Consultant or is based upon Consultant's negligence, City will compensate
Consultant for the preparation and the testimony at Consultant's standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Amendment to Scope of Work. City shall have the right to amend the Statement
of Work within the Agreement by written notification to the Consultant. In such event, the
compensation and time of performance shall be subject to renegotiation upon written demand of
either party to the Agreement. Consultant shall not commence any work exceeding the Scope of
Work without prior written authorization from the City. Failure of the Consultant to secure
City's written authorization for extra or changed work shall constitute a waiver of any and all
right to adjustment in the contract price or time due, whether by way of compensation,
restitution, quantum meruit, etc. for work done without the appropriate City authorization.
6. Term. This Agreement shall commence upon its execution by both parties. It will
renew automatically on the anniversary date of execution, unless terminated with 30 days or
more notice by the City, and shall continue in full force and effect until completed, amended
pursuant to Section 21, or otherwise terminated as provided herein.
7. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager's inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
8. Ownership of Documents. Title to all plans, specifications, maps, estimates,
reports, manuscripts, drawings, descriptions and other final work products compiled by the
Consultant under the Agreement shall be vested in City, none of which shall be used in any manner
whatsoever, by any person, firm, corporation, or agency without the expressed written consent of
the City. Basic survey notes and sketches, charts, computations, and other data prepared or obtained
under the Agreement shall be made available, upon request, to City without restriction or limitations
on their use. Consultant may retain copies of the above - described information but agrees not to
disclose or discuss any information gathered, discussed or generated in any way through this
Agreement without the written permission of City during the term of this Agreement, unless
required by law.
9. Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
10. Conflict of Interest.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant's performance of services under this Agreement, or be
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affected in any manner or degree by performance of Consultant's services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees to at all times avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will conduct research and arrive at conclusions with respect to its
rendition of information, advice, recommendation, or counsel independent of the control and
direction of the City or of any City official, other than normal contract monitoring; and
(2) possesses no authority with respect to any City decision beyond the
rendition of information, advice, recommendation, or counsel. (2 Cal. Code Regs.
§ 18700(a)(2).)
11. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement.
12. Indemnity. To the fullest extent permitted by law, Consultant hereby agrees to
defend (by counsel reasonably satisfactory to the City), indemnify, and hold harmless the City,
its officers, elected officials, employees, agents, and volunteers from and against any and all
claims, demands, damages, costs, liabilities, or obligations brought on account of or arising out
of any acts, errors, or omissions of Consultant, its officers, employees, agents, and
subcontractors undertaken pursuant to this Agreement excepting liabilities due to the sole
negligence or willful misconduct of City. The City has no liability or responsibility for any
accident, loss, or damage to any work performed under this Agreement whether prior to its
completion and acceptance or otherwise. Consultant's duty to indemnify and hold harmless, as
set forth herein, shall include the duty to defend as set forth in California Civil Code § 2778.
This indemnification obligation is not limited in any way by any limitation on the amount or type
of damages or compensation payable by or for Consultant under Worker's Compensation,
disability or other employee benefit acts or the terms, applicability or limitations of any
insurance held or provided by Consultant and shall continue to bind the parties after
termination/completion of this agreement. This indemnification shall be regardless of and not in any
way limited by the insurance requirements of this contract. This indemnification is for the full period of
time allowed by law and shall survive the termination of this agreement. The total liability of provider for
any reason, shall be limited to the amount actually paid to provider by client under the Order applicable to
the event giving rise to such action during the six (6) month period preceding the event giving rise to such
liability. The limits on liability in this section shall apply in all cases including if the applicable claim
arises out of breach of express or implied warranty, contract, tort (including negligence), or strict product
liability, and even if the party has been advised that such damages are possible or foreseeable.
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13. Consultant Not an Agent of City. Consultant, its officers, employees and agents
shall not have any power to bind or commit the City to any decision.
14. Independent Contractor. It is expressly agreed that Consultant, in the
performance of the work and services agreed to be performed by Consultant, shall act as and be
an independent contractor and not an agent or employee of City; and as an independent
contractor, Consultant shall obtain no rights to retirement benefits or other benefits which accrue
to City's employees, and Consultant hereby expressly waives any claim it may have to any such
rights.
15. Compliance with Laws.
A. General. Consultant shall use the standard of care in its profession to
comply with all applicable federal, state, and local laws, codes, ordinances, and regulations.
Consultant represents and warrants to City that it has and shall, at its sole cost and expense, keep
in effect or obtain at all times during the term of this Agreement any licenses, permits, insurance
and approvals which are legally required for Consultant to practice its profession. Consultant
shall maintain a City business license. The City is not responsible or liable for Consultant's
failure to comply with any or all of the requirements contained in this paragraph.
B. Workers' Compensation. Consultant certifies that it is aware of the
provisions of the California Labor Code which require every employee to be insured against
liability for workers' compensation or to undertake self - insurance in accordance with the
provisions of that Code, and Consultant certifies that it will comply with such provisions before
commencing performance of the Agreement and at all times in the performance of the
Agreement.
C. Prevailing Wage. Consultant and Consultant's subconsultants (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City's office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. City Not Responsible. City is not responsible or liable for Consultant's
failure to comply with any and all of its requirements under this section and Agreement.
F. Waiver of Subro ag tion. Consultant and Consultant's insurance company
agree to waive all rights of subrogation against City, its officers, elected officials, employees,
agents and volunteers for losses paid under Consultant's workers' compensation insurance policy
which arise from the work performed by Consultant for the City.
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16. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by the City, or as required by law.
17. Assignment, Subcontractors; Employ
A. Assi nment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City's prior written consent. Any assignment
without such approval shall be void and, at the City's option, shall immediately cause this
Agreement to terminate.
B. Subcontractors; Employ. Consultant shall be responsible for
employing or engaging all persons necessary to perform the services of Consultant hereunder.
No subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors
are deemed to be employees of the Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
18. Insurance. Without limiting consultant's indemnification provided herein,
Consultant shall comply with the requirements set forth in Exhibit C to this Agreement.
19. Termination of Agreement; Default.
A. This Agreement and all obligations hereunder may be terminated at any
time, with or without cause, by the City upon 30 -days' written notice to Consultant.
B. If Consultant fails to perform any of its obligations under this Agreement
within the time and in the manner herein provided or otherwise violate any of the terms of this
Agreement, and if the Contractor has failed to remedy such breach within thirty (30) days of
written notice thereof, or where the breach is incapable of being remedied within thirty (30)
days, has failed to commence to rectify such breach within the said thirty (30) days and to
diligently pursue such rectification until complete, in addition to all other remedies provided by
law, City may terminate this Agreement immediately upon written notice. In such event,
Consultant shall be entitled to receive as full payment for all services satisfactorily rendered and
expenses incurred hereunder, an amount which bears the same ratio to the total fees specified in
the Agreement as the services satisfactorily rendered hereunder by Consultant bear to the total
services otherwise required to be performed for such total fee; provided, however, that the City
shall deduct from such amount the amount of damages, if any, sustained by City by virtue of the
breach of the Agreement by consultant.
C. In the event this Agreement is terminated by City without cause,
Consultant shall be entitled to any compensation owing to it hereunder up to the time of such
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termination, it being understood that any payments are full compensation for services rendered
prior to the time of payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City's use of incomplete materials nor for the City's use of
complete documents if used for other than the project contemplated by this Agreement.
20. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory Services performed through the date of
temporary suspension.
21. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between the City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
22. Interpretation. This Agreement shall be interpreted as though it was a product of a
joint drafting effort and no provisions shall be interpreted against a parry on the ground that said
party was solely or primarily responsible for drafting the language to be interpreted.
23. Litigation Costs. If either party becomes involved in litigation arising out of this
Agreement or the performance thereof, the court in such litigation shall award reasonable costs
and expenses, including attorneys' fees, to the prevailing party. In awarding attorneys' fees, the
court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys' fees paid or incurred in good faith.
24. Time of the Essence. Time is of the essence of this Agreement.
25. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party of the change of address. Notice shall be
deemed communicated within 72 hours from the time of mailing if mailed as provided in this
section.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
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If to Consultant: Jennifer Tyrrell
Reliance Communications, LLC
c/o 175 Bloor Street East, South Tower, Suite 900
Toronto, ON M4W 3R8
26. Consultant's Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to the City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to the City
for inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant's address indicated for receipt of notices in this
Agreement.
C. The City may, by written request by any of the above -named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager's office.
27. Agreement Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
28. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, age, sex, creed, color, sexual orientation, marital status or national
origin. Consultant will take affirmative action to ensure that applicants are treated during such
employment without regard to race, age, sex, creed, color, sexual orientation, marital status, or
national origin. Such action shall include, but shall not be limited to, the following:
employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; lay -offs or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship. Consultant further agrees to post in conspicuous places, available to employees
and applicants for employment, notices setting forth the provisions of this nondiscrimination
clause.
29. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than the Consultant.
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30. Waiver. No failure on the part of either party to exercise any right or remedy
hereunder shall operate as a waiver of any other right or remedy that party may have hereunder.
31. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
32. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Statement of Work, Costs, and Payment Schedule
B. Exhibit B: Insurance Requirements
C. Exhibit C: Civiclive Service Level Agreement
33. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
34. News Releases /Interviews. All Consultant and subconsultant news releases,
media interviews, testimony at hearings and public comment shall be prohibited unless expressly
authorized by the City.
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35. Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
36. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
37. STATEMENT OF ECONOMIC INTEREST. If City determines Consultant
comes within the definition of Consultant under the Political Reform Act (Government Code
§87100), Consultant shall complete and file and shall require any other person doing work under
this Agreement to complete and file a "Statement of Economic Interest" with the Clerk of the
City of Rohnert Park disclosing Consultant and /or such other person's financial interests.
IN WITNESS WHEREOF, the City and Consultant have executed this Agreement as of the date
first above written.
CITY OF ROHNERT PARK RELIANCE COMMUNICATIONS, LLC
By:
City Manager
Date:
Per Resolution No. 2015 -_ adopted by the Rohnert
Park City Council at its meeting of September 22, 2015
By: _
Title:
Date:
CONSULTANT
By: _
Title:
By:
City Attorney
ATTEST:
By:
City Clerk
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Exhibit A: Statement of Work, Costs, and Payment Schedule
IN SCOPE FOR CIVICLIVE
•
Envisioning/ Planning /Designing
• On contract signing — 30% of the development costs
• Kick -off meeting
• Define an initial project charter and project plan
• Document business requirements to ensure clear understanding of all requirements
• Review and submit feedback on mock -ups and wireframes from the City and Design
Guild for the economic development section of the website.
• Guidance to define the Information Architecture hierarchy in collaboration with the City
• CivicLive to develop spreadsheet with matrix of existing content and to work with City in
determining which content to migrate to new site, including text, attachments, images,
etc.
• Create the wireframes and design mockups will include the look and feel, and layout for
the home page , top -level pages and sub -page templates
• Work with the City and Design Guild closely throughout this phase, incorporating input
from both in the design of all parts of the website
• Provide 100% satisfaction guarantee for website design.
• Developing
• Provision website
• Configure the site based on the requirements
• Implementation of design templates
• Implement the Economic Development section of the website based on the approved
mock -ups provided by the city within the CivicLive platform.
• Implement design templates and ensure the templates meet ADA accessibility standards
• Upon City acceptance CivicLive to invoice and City to pay 10% of development costs
• Stabilization
• Migrate the content from the old site to the new site in accordance with the content
spreadsheet
• Migration of initial 20 pages for review
• Make required adjustment to the content pending the results of the content
review
• Migration of all content as defined during the planning phase of the project.
• Quality assurance completed by vendor to City's reasonable satisfaction
• At City's discretion complete content migration and QA in phases
• Provide training documentation on the CMS software
• Conduct 2 days onsite software training
• Upon City acceptance CivicLive to invoice and City to pay 30% of development costs
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® Deployment
• Launch production system after content review procedures
• Coordinate support introduction and support Kick -off Meeting
• Additional 100% design guarantee
• Upon City acceptance CivicLive to invoice and City to pay 30% of development costs
• Redesign: CivicLive to provide free website redesign every four years, which will include review
and changes, testing, and implementation as requested by the City of information architecture,
templates, wireframes, images, and all other design elements.
Additional Services:
1. At City's request, at any time during the term of this agreement CivicLive will provide at no
additional cost
16 hours of professional services to be spent as required by City on any level of staff needed to
meet the City's needs.
2. The City may purchase additional hours of service at rates provided in the CivicLive proposal
during the duration of this contract, subject to the terms in the contract.
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Hourly Rates for All Professional Services
Although our proposed Design, Development ? Implementation costs include many hours of professional services,
the following hourly rates are presented in the event that additional work is requested after your website's launch:
Programing
Graphic Design
Quality Assurance Analysis
Project Management
Marketing Specialist Services
Content Optimization
Usability Testing / Improvement
Technical Support (for no-contract clients)
Optional Additional Training Services
if your site administrators do not believe the proposed included training services will meet your needs, additional
training can be provided at the following unit prices. Please note that additional training may be off eied during
service level negotiations:
1 Webinar- Basest Online Training Session
]for up to 8 Staff Members per session]
I Onsite Training Session
ifoe up to 10 staff members per session]
IN SCOPE MODULES AND FUNCTIONALITY
• Responsive Design — Consistent look and feel for website across all platforms
• Software Integration within the capability of the CMS
• SitePublish CMS
• AJAX /Web 2.0 WYSIWYG Content Editor
• On -Page Social Media Publishing
• Image, Media & Flash Manager
• Webpage Layout & CSS Editor
$do,0
-0D
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• Templates & Themes
• Webpage Content Scheduling
o These tools allow you to release information on a given date, remove a webpage from the
public view on a given date, auto - archive a page or send stale- content reminders and
reports that make it easy to track which pages need to be updated.
• News & Alerts Content Engine
• On -Page Accessibility Checker & Reporting
• Photo Albums
• Global Content Widget
• Cloud -Based Document & Media Manager
• Webpage Version Control Management
• Document Version History Tracking & Permissions Management
• Audit Trails to meet legal requirement for government sites
• Enterprise -Grade Permissions Management
• User Access & Permissions Management
• Taxonomy & Metadata Editing
• Quick Links Editor
• Unlimited Subsite Management
• Browser -Based Web App
• Customizable Surveys
• Multi -Level Calendars with year, month, week, day views
• Full Filtering and RSS
• Searchable Staff Directories
• Event Management & Event Registration
• Site -wide Search
• Customizable forms
• Polls and surveys
• RSS- Subscription Support
• News Engine
• Emergency Alerts
• Wikis
• FAQ Pages
• Government Blogs and Podcasts
• Staff Directory & Profile Pages
• Workflow Manager
• Advanced Drag- and -Drop Workflow Engine
• Structured Content Publishing Approvals
• Granular User Permissions
• Group -based Permissions
• Activity Logs
• Full Content Reporting
• Dynamic XML Sitemap
• 'I want to...' Navigation
• Mega- Drop -Down Menu Navigation
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1208604v 1 80078/0012 Revised: 10/27/10
• Automatic Breadcrumb Navigation
• Text -Only Page Creation
• Printer - Friendly Pages
• SSL Support
• Single Sign -On Support for Active Directory
• Bid Posting & Submissions
• Archiving & Records Retention
• Software -as -a-Service (SaaS) web hosting services & infrastructure
• Unlimited -User Software License
• Software Maintenance & Upgrades- Software is always up -to -date
• Software Upgrades handled by CivicLive's team
• Data Protection Services —
o monitoring, backup, firewall, privacy, disaster recovery, database & network redundancies,
security, power and secure design and configuration
o Site meets State security requirements and safeguards to the intellectual property of the
City
• Integration with multiple GIS systems such as Google Maps and ArcGIS to provide diverse data
mapping for City services. Real estate, business registries, zoning and many more areas of City
responsibility can be mapped, viewed and tracked.
IN SCOPE FOR CITY OF ROHNERT PARK
= Envisioning / Planning /Designing
• Kick -off Meeting
• Review and approve the initial project charter and project plan
• Work with CivicLive to define the business requirements
• Provide CivicLive with look and feel information to aid the graphic design work
• Collaborate with CivicLive on the information architecture hierarchy
• Sign -off on information architecture hierarchy
• City to provide major design elements for the economic development section of the site
including page mock -ups for user interface, architecture, and page layout; CivicLive to
collaborate as needed with the City and The Design Guild on design elements.
• City to provide design elements for other parts of the website; CivicLive to collaborate as
needed with the City and The Design Guild on design elements.
• Work with CivicLive to review and provide feedback on the graphic design
• Sign -off on the graphic design template acceptance
• Developing
• Sign -off on implementation of the graphic design template feedback
• Sign -off on graphic design template acceptance
• Stabilization
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1208604v1 80078/0012 Revised: 10/27/10
o Attend software training
• Support Civiclive during the content migration to populate content
• Review and approve content migration
• Deployment
o Sign -off on Go -Live
o Participate in support kick -off meeting with support manager and customer
engagement manager
Hosting, Maintenance, and Service Levels to be provided by CivicLive:
Enterprise -grade website hosting and data protection services. Contractor to provide annual hosting and
support services. The Contractor will supply its enterprise -level of service known as Software as a
Service (SaaS). This level of service includes 5:00 a.m. — 6:00 p.m. Monday- Friday (Pacific Time) live
support with a maximum response time of 4 hours. Services include:
•
Toll Free Phone Support
•
•
Live Chat Support
•
•
Email Support
•
•
24/7 Emergency Pager Support
•
•
Dedicated In -House Support Personnel
•
•
Online Training Manuals
+
•
Online Training Videos
•
24/7 Customer.NET access
•
•
Newsletters
•
•
Monthly "tips and tricks" blog
•
ing & Security Fixes
m Updates
lity Improvements
tive Support for Upgrades & Fixes
opment
License
e Code Access
ation Assistance
vements
Tracking
,ing training and staff awareness, as well
ular strategy meetings between
)ctor and client
TIMING FOR COMPLETION OF DEVELOPMENT AND DEPLOYMENT PHASES
The parties agree to make best mutual efforts to complete all development and deployment phases
within seven months of project initiation. The parties will review this schedule while developing the
project plan and charter, and if /as needed during the duration of the project.
141
1-Ul
DEVELOPMENT AND FIRST -YEAR IMPLEMENTATION AND OPERATION COSTS
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All services and functionality outlined above to be provided by CivicLive will be completed for a cost not
to exceed thirty -one thousand three hundred dollars ($31,300), except for #2 in Additional Services
above. An additional two thousand seven hundred dollars ($2,700) to be held in the City's contingency
fund for possible purchase of additional modules not listed above.
ON -GOING ANNUAL COSTS
Costs for Hosting, Maintenance, and Service levels as described above will be waived for the first year.
These costs shall be $5,200 /year for years 2 -4, to be billed and paid after the first year of service and
annually thereafter. City retains the option to initiate these services upon completion of the economic
development and /or others sections of the website if prepared to do so before completing all sections
of the website.
Costs for years 5 -8 of service will be $5,356 /year (3% increase), plus the annual costs of any modules
added. Costs for additional years will increase 3% every four years.
OPTION FOR ADDITIONAL MODULES
The City has the right to purchase additional modules and features at prices below within the first five
years of the effective date of the contract and at listed rates thereafter. For any module purchased,
annual maintenance /hosting costs will not exceed 18% of the purchase price.
Citizen Request System and User Portal /Dashboard: $3,500
Smartphone App: $1,500
Intranet: $3,000
Event Management and Registration: $3,500
Collaboration Groups, External: $1,000
Collaboration Groups, Internal: $1,000
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EXHIBIT B
INSURANCE REQUIREMENTS for Consultant Services Agreement
Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in
conformance with the requirements set.forth. below. Consultant will use existing coverage to comply with
these requirements. ff that existing coverage does not meet the requirements set forth here, Consultant
agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the
insurance coverage and policy limits set.forth in this section constitute the minimum amount of coverage
required. Any insurance proceeds available to City in excess of the limits and coverage required in this
agreement and which is applicable to a given loss, will be available to City.
Consultant shall provide the, following types and amounts of insurance:
General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form
CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross
liability exclusion for claims or suits by one insured against another. Limits are subject to review but in
no event less than $2,000,000 (Two Million Dollars) per occurrence.
Business Auto Coverage on ISO Business Auto Coverage form CA 0001 including symbol 1 (Any Auto)
or the exact equivalent. Limits are subject to review, but in no event to be less than $2,000,000 (Two
Million Dollars) per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -
owned auto endorsement to the general liability policy described above. If Consultant or Consultant's
employees will use personal autos in any way on this project, Consultant shall provide evidence of
personal auto liability coverage for each such person.
Workers Compensation on a state - approved policy form providing statutory benefits as required by law
with employer's liability limits no less than $1,000,000 (One Million Dollars) per accident or disease.
Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide
coverage at least as broad as specified for the underlying coverages. Any such coverage provided under
an umbrella liability policy shall include a drop down provision providing primary coverage above a
maximum $25,000 self - insured retention for liability not covered by primary but covered by the umbrella.
Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy
limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not
requiring actual payment by the insured first. There shall be no cross liability exclusion precluding
coverage for claims or suits by one insured against another. Coverage shall be applicable to City for
injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage
provided is subject to approval of City following receipt of proof of insurance as required herein. Limits
are subject to review but in no event less than $2,000,000 (Two Million Dollars) per occurrence.
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form
coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered
Professional Services" as designated in the policy must specifically include work performed under this
agreement. The policy limit shall be no less than $1,000,000 (One Million Dollars) per claim and in the
aggregate. The policy inust "pay on behalf of the insured and must include a provision establishing the
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insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this
agreement.
Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers
in the state of California and with an A.M. Bests rating ofA- or better and a minimum. financial size VIL
General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City
agree to the following with respect to insurance provided by Consultant.
Consultant agrees to have its insurer endorse the third party general liability coverage required
herein to include as additional insureds the City, its officers, elected officials, employees, agents,
and volunteers using standard ISO endorsement No. CG 20 10 or an approved equivalent. If
completed operations coverage is excluded, the policy must be endorsed to include such coverage.
Consultant also agrees to require all contractors, and subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant,
or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss.
Consultant agrees to waive subrogation rights against City regardless of the applicability of any
insurance proceeds, and to require all contractors and subcontractors to do likewise.
3. The worker's compensation policy is to be endorsed with a waiver of subrogation. The insurance
company, in its endorsement, agrees to waive all rights of subrogation against the City, its officers,
elected officials, employees, agents, and volunteers for losses paid under the terms of this policy
which arise from the work performed by the named insured for the City.
4. All insurance coverage and limits provided by Contractor and available or applicable to this
agreement are intended to apply to the full extent of the policies. Nothing contained in this
Agreement or any other agreement relating to the City or its operations limits the application of
such insurance coverage.
5. None of the coverages required herein will be in compliance with these requirements if they include
any limiting endorsement of any kind that has not been first submitted to City and approved of in
writing.
6. No liability policy shall contain any provision or definition that would serve to eliminate so- called
"third party action over" claims, including any exclusion for bodily injury to an employee of the
insured or of any contractor or subcontractor.
7. All coverage types and limits required are subject to approval, modification and additional
requirements by the City, as the need arises. Consultant shall not snake any reductions in scope of
coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect
City's protection without City's prior written consent.
8. Proof of compliance with these insurance requirements, consisting of certificates of insurance
evidencing all of the coverages required and an additional insured endorsement to Consultant's
general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In
the event such proof of any insurance is not delivered as required, or in the event such insurance is
canceled at any time and no replacement coverage is provided, City has the right, but not the duty,
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to obtain any insurance it deems necessary to protect its interests under this or any other agreement
and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by
Consultant or deducted from sums due Consultant, at City option.
9. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of
coverage. Consultant agrees to require its insurer to modify such certificates to delete any
exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes
no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the
requirements of the certificate.
10. It is acknowledged by the parties of this agreement that all insurance coverage required to be
provided by Consultant or any subcontractor, is intended to apply first and on a primary, non-
contributing basis in relation to any other insurance or self insurance available to City.
11. Consultant agrees to ensure that subcontractors, and any other party involved with the project who
is brought onto or involved in the project by Consultant, provide the same minimum insurance
coverage required of Consultant. Consultant agrees to monitor and review all such coverage and
assumes all responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. Consultant agrees that upon request, all agreements with
subcontractors and others engaged in the project will be submitted to City for review.
12. Consultant agrees not to self - insure or to use any self - insured retentions or deductibles on any
portion of the insurance required herein and further agrees that it will not allow any contractor,
subcontractor, Architect, Engineer or other entity or person in any way involved in the performance
of work on the project contemplated by this agreement to self - insure its obligations to City. If
Consultant's existing coverage includes a deductible or self - insured retention, the deductible or self -
insured retention must be declared to the City. At that time the City shall review options with the
Consultant, which may include reduction or elimination of the deductible or self - insured retention,
substitution of other coverage, or other solutions.
13. The City reserves the right at any time during the teen of the contract to change the amounts and
types of insurance required by giving the Consultant ninety (90) days advance written notice of
such change. If such change results in substantial additional cost to the Consultant, the City will
negotiate additional compensation proportional to the increased benefit to City.
14. For purposes of applying insurance coverage only, this Agreement will be deemed to have been
executed immediately upon any party hereto taking any steps that can be deemed to be in
furtherance of or towards performance of this Agreement.
15. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform
Consultant of non - compliance with any insurance requirement in no way imposes any additional
obligations on City nor does it waive any rights hereunder in this or any other regard.
16. Consultant will renew the required coverage annually as long as City, or its employees or agents
face an exposure from operations of any type pursuant to this agreement. This obligation applies
whether- or not the agreement is canceled or tenninated for any reason. Termination of this
obligation is not effective until City executes a written statement to that effect.
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17. Consultant shall provide proof that policies of insurance required herein expiring during the tern of
this Agreement have been renewed or replaced with other policies providing at least the same
coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A
coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate
of insurance and /or additional insured endorsement as required in these specifications applicable to
the renewing or new coverage must be provided to City within five days of the expiration of the
coverages.
18. The provisions of any workers' compensation or similar act will not limit the obligations of
Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity
defenses under such laws with respect to City, its officers, elected officials, employees, agents, and
volunteers.
19. Requirements of specific coverage features or limits contained in this section are not intended as
limitations on coverage, limits or other requirements nor as a waiver of any coverage normally
provided by any given policy. Specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue, and is not intended by any party or insured to be
limiting or all- inclusive.
20. These insurance requirements are intended to be separate and distinct from any other provision in
this agreement and are intended by the parties here to be interpreted as such.
21. The requirements in this Section supersede all other sections and provisions of this Agreement to
the extent that any other section or provision conflicts with or impairs the provisions of this Section.
22. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any
way with the project reserves the right to charge City or Consultant for the cost of additional
insurance coverage required by this agreement. Any such provisions are to be deleted with
reference to City. It is not the intent of City to reimburse any third party for the cost of complying
with these requirements. There shall be no recourse against City for payment of premiums or other
amounts with respect thereto.
23. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant
arising out of the work perforned under this agreement. City assumes no obligation or liability by
such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims
if they are likely to involve City.
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EXHIBIT C
CIVICLIVE SERVICE LEVEL AGREEMENT
CivicLive's commitment to Customer is that their CivicLive- hosted website will be available for access at least 99.9%
of the time, meaning that the outage percentage in any given month shall not be more than 0.1 %, corresponding to
a maximum of 43.20 total downtime minutes in any given month (the "Availability Commitment ").
An "Outage" means that CivicLive fails to provide network access to the Customer's website at the outermost point
of our hosting facility's firewall (facing the public Internet); provided, however, that an Outage shall not be deemed
to have occurred if access or service is suspended or unavailable due to any of the exceptions noted below. If one
or more Outages occur in a given month, the total duration of such Outages during such month, expressed as a
percentage of the total time during such month, shall be the "Outage Percentage ".
If CivicLive fails to meet the Availability Commitment for a calendar month during the term of their service contract,
the Customer will be entitled to collect a credit from CivicLive for the following percentages of the pro -rata monthly
portion of the annual fees paid by Customer for the CivicLive web hosting service for the month at issue (i.e. the
"Monthly Annual Fees "):
Outage Percentage
Credit Percentage
(in a given calendar month)
(of the monthly annual fees)
Less than or equal to 0.1%
None
Greater than 0.1% and less than or equal to
3.5%
1.0%
Greater than 1.0% and less than or equal to
7%
2.0%
Greater than 2.0% and less than or equal to
14%
3.0%
Greaterthan 3%
20%
In order to be entitled to a credit in any instance to which a credit may be collected above, Customer must inform
CivicLive's Technical Support Department by email (a "Credit Request ") within ten (10) days from the end of the
month in which the Customer believes that CivicLive did not satisfy the Availability Commitment, in each instance,
and the Credit Request must include a listing of the date(s), time(s) and duration of the downtime experienced
during the applicable month. Failure to do so, in any instance, will forfeit Customer's right to seek a credit from
CivicLive for the failure to achieve the Availability Commitment during the month at issue.
Unless CivicLive disputes in good faith that its Availability Commitment was not met in the month at issue, in which
event it shall explain to Customer the basis for its disagreement and share any related documentation in this
regard, CivicLive will issue the appropriate credit to Customer to be used against a future invoice.
In the event of a dispute regarding whether an Outage occurred, or as to the duration of an Outage, the output of
the monitoring tools utilized by CivicLive shall be conclusive and controlling.
Customer's right to receive a credit for a failure to meet the Availability Commitment for a given month shall be
Customer's exclusive remedy in connection with the Outage(s) giving rise to the credit. The aggregate maximum
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1208604v 1 80078/0012 Revised: 10/27/10
value of credits to be issued by CivicLive to Customer for any and all Outages that occur in a single month will not
exceed twenty percent (20 %) of the Monthly Annual Fees.
As stated above, CivicLive guarantees that the system platform shall be available 99.9% of the time, excluding
scheduled downtime for emergency maintenance and unscheduled emergency downtime. CivicLive will provide
notice in advance of any maintenance and /or updates to the platform which may require an interruption of service
and will undertake commercially reasonable efforts to schedule such downtime during off -peak hours.
In the event that access or use of the CivicLive- hosted site is not available (i.e. the site is "down ") due to any of the
following exceptions, the associated downtime shall not be counted as or towards an Outage (i.e. the site shall be
considered available in these instances), and Customer shall not be entitled to any credits or other remedies as
described herein:
1. Outages due to factors outside of CivicLive's control, including but not limited to natural acts of God,
acts of any governmental body, unavailability of or interruption or delay in telecommunications or third
party services, DOS / DDOS / virus attacks or hackers, failure of third party software or inability to obtain
raw materials, supplies or power used in or equipment needed for provision of this SLA;
2. Outages caused by Customer's failure to abide by the usage and licensing restrictions set forth in the
Service Contract, or by other actions or inactions of the Customer;
3. Outages on a server during scheduled maintenance or during emergency maintenance events.
CivicLive will provide notice in advance of any maintenance and /or updates to the platform which may
require an interruption of service and will undertake commercially reasonable efforts to schedule such
downtime during off -peak hours.
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