HomeMy WebLinkAbout07 APPROVAL OF PROFESSIONAL SERVICES AGREEMENT FOR CITY WEBSITE & MOBILE APPLICATION DEVELOPMENT & MANAGEMENTAgenda Item 7
Reviewed:;:;i-%
AGENDA REPORT City Manager
Finance Director N/A
5EETING DATE: FEBRUARY 20, 2018
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: JEFFREY C. PARKER, CITY MANAGER
SUBJECT: APPROVAL OF PROFESSIONAL SERVICES AGREEMENT FOR CITY
WEBSITE AND MOBILE APPLICATION DEVELOPMENT AND
MANAGEMENT
SUMMARY:
Approval of a Professional Services Agreement between the City of Tustin and CivicPlus
to develop a user-friendly, self-service government web environment for the community,
including development of a new mobile application.
RECOMMENDATION:
Authorize the Mayor and the City Clerk to execute a Professional Services Agreement
with CivicPlus for the design, development and deployment of the CivicEngage Content
Management System.
FISCAL IMPACT:
The costs associated with this agreement total $97,045. Sufficient funds exist in the General
Fund (non -departmental). After the initial one-year term of this agreement, annual services
including enhancements, maintenance, support and hosting of the site cost $18,140 per
year (year three and beyond is subject to an annual 5% increase). After forty-eight (48)
months of continuous service, the City is entitled to a no -cost re -design.
BACKGROUND:
Recently, the Parks and Recreation Department was notified that technical support for
the recreation system they had been utilizing would be terminated. A Request for
Proposals (RFP) for a suitable and updated software product was sent to ten companies
and CivicRec was chosen to replace the outdated recreation system. CivicRec is one of
numerous products offered by CivicPlus. As a result of the City looking at both the
CivicRec product and the CivicPlus's website services, staff were able to negotiate a 30%
savings for the website services creating an additional incentive.
As the City's website provides an important avenue of communication for its residents
and other audiences including businesses and visitors, the City's Technical Advisory
Committee began researching additional CivicPlus modules in order to streamline the
flow of information to the public as well as City staff. CivicPlus continues to be forwarding
thinking and proactive with their website development and management, and will offer
ongoing recommendations for enhancements to the user experience. CivicPlus offers
over 40 different modules with varying features and functionality that will expand the City's
ability create a greater user-friendly, self-service government web environment.
Established in 1994, CivicPlus works with over 2,500 local governments across the United
States and Canada, including other Southern California cities such as: Irvine, Anaheim,
Santa Ana, Laguna Niguel, Lake Forest, Menifee, and Temecula.
A transition to CivicPlus will afford new capabilities that the previous system did not
provide including:
• Mobile Admin Application with an Alert Center & Citizen Request Tracker
• Community Activity Management
• Social media integration
• On-going website enhancement recommendations
• Intuitive and user-friendly administrative interface
• Highly reliable data center with antivirus management and updates
• Redundant firewall solutions
• Disaster recover feature which includes pre-emptive monitoring for disaster
situations and geographically diverse data centers
The term of the agreement is one year, including consulting, design, usability guidance,
programming, secure hosting and training. The project timeline is estimated at 28+ weeks.
CORRELATION TO THE STRATEGIC PLAN
This item contributes to the fulfillment of the City's Strategic Plan Goal E, Organizational
Excellence and Customer Service, specifically addressing Strategy 1(c), by providing
accurate, easy to understand information on the City's website and through social media
that will help customers and be useful to the community.
Stephanie Najera
Senior Management Analyst
_eW4 /_ 2. ee
Ma thew S. West
Deputy City Manager
Attachment: Professional Services Agreement with CivicPlus
PROFESSIONAL SERVICES AGREEMENT
This Agreement for Professional Services (herein "Agreement"), is made
and entered into this day of 2018 ("Effective Date"), by and
between the CITY OF TUSTIN, a municipal corporation ("City"), and CivicPlus, a
Kansas Corporation ("Contractor").
WHEREAS, City requires the services of a professional to provide consulting
services for application software assessment and planning;
WHEREAS, Contractor submitted to City a Statement of Work, dated
February 2, 2018, a copy of which is attached hereto as Exhibit "A" ("Statement of
Work"), and which is incorporated herein by this reference;
WHEREAS, Contractor is qualified to provide the necessary services and
has agreed to provide such services; and
WHEREAS, City desires to retain Contractor to provide the necessary
services subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual
agreements contained herein, and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, City and Contractor agree as
follows:
1. SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all terms and
conditions of this Agreement, Contractor shall provide those services specified in
the Statement of Work which is hereby incorporated as Exhibit A (collectively the
"Services" or the "Work"). Contractor warrants that all Services shall be performed
in a competent, professional, and satisfactory manner in accordance with all
standards prevalent in the industry. In the event of any inconsistency between the
terms contained in the Statement of Work and specific terms set forth in the main
body of this Agreement, the terms set forth in the main body of this Agreement shall
govern.
1.2 Compliance with Law. All Services rendered hereunder shall
be provided in accordance with all laws, ordinances, resolutions, statutes, rules,
and regulations of the City of Tustin and of any federal, state or local governmental
agency of competent jurisdiction.
1.3 Licenses and Permits. Contractor shall obtain at its sole cost
and expense such licenses, permits and approvals as may be required by law for
the performance of the Services required by this Agreement.
1
1291857.1
1.4 Familiarity with Work. By executing this Contract, Contractor
warrants that Contractor (a) has thoroughly investigated and considered the Work
to be performed, (b) has investigated the site of the Work and become fully
acquainted with the conditions there existing, (c) has carefully considered how the
Work should be performed, and (d) fully understands the facilities, difficulties and
restrictions attending performance of the Work under this Agreement. Should the
Contractor discover any latent or unknown conditions materially differing from those
inherent in the Work or as represented by the City, Contractor shall immediately
inform City of such fact and shall not proceed with any Work except at Contractor's
risk until written instructions are received from the Contract Officer.
1.5 Care of Work. Contractor shall adopt and follow reasonable
procedures and methods during the term of the Agreement to prevent loss or
damage to materials, papers or other components of the Work, and shall be
responsible for all such damage until acceptance of the Work by City, except such
loss or damages as may be caused solely by City's own negligence.
1.6 Additional Services. Contractor shall perform services in
addition to those specified in the Statement of Work when directed to do so in
writing by the Contract Officer, provided that Contractor shall not be required to
perform any additional services without compensation. Any additional
compensation not exceeding ten percent (10%) of the original contract sum must
be approved in writing by the Contract Officer. Any greater increase must be
approved in writing by the City Manager.
2. COMPENSATION
2.1 Compensation of Contractor. For the Services rendered
pursuant to this Agreement, the Contractor shall be compensated and reimbursed
only for such Services and such amounts as are expressly prescribed in the
Statement of Work, in an amount not to exceed $97,045.00 (ninety-seven thousand
and forty-five dollars), not including any optional extension of Annual Hosting and
Maintenance Services as described in subsection 2.1.1.
2.1.1 City Option for Additional Annual Hosting &
Maintenance Service. City shall have the annual option, exercisable in the City's
sole discretion, to extend the Annual Hosting and Maintenance Service as
described in Exhibit A for the pricing described in Exhibit A (The first year of Annual
Hosting and Maintenance is included in the fee charged in Section 2.1 above.) The
option is exercisable at any time up to and including the anniversary of the Annual
Hosting & Maintenance Service and may be exercised by delivering written or email
notice of renewal of the service to Contractor at the address specified in Section 9.1
below.
2
1291857.1
THE MAXIMUM AMOUNT OF CITY'S OBLIGATION UNDER THIS
AGREEMENT FOR THE INITIAL TERM ONLY IS THE AMOUNT SPECIFIED IN
THIS SECTION. IF THE CITY'S MAXIMUM OBLIGATION IS REACHED
BEFORE THE CONTRACTOR'S SERVICES UNDER THIS AGREEMENT ARE
COMPLETED, CONTRACTOR WILL NEVERTHELESS COMPLETE THE
SERVICES WITHOUT LIABILITY ON THE CITY'S PART FOR FURTHER
PAYMENT BEYOND THE MAXIMUM AMOUNT.
2.2 Method of Payment. In any month in which Contractor wishes
to receive payment, Contractor shall, no later than the first working day of such
month, submit to City in the form approved by City's Director of Finance, an invoice
for Services rendered prior to the date of the invoice. City shall pay Contractor for
all expenses stated thereon which are approved by City consistent with this
Agreement, no later than the last working day of said month.
2.3 Changes. In the event any change or changes in the Work is
requested by City, the parties hereto shall execute an addendum to this Agreement,
setting forth with particularity all terms of such addendum, including, but not limited
to, any additional Contractor's fees. Addenda may be entered into:
A. To provide for revisions or modifications to documents
or other work product or work when documents or other work product or work is
required by the enactment or revision of law subsequent to the preparation of any
documents, other work product or work;
B. To provide for additional services not included in this
Agreement or not customarily furnished in accordance with generally accepted
practice in Contractor's profession.
2.4 Payment for Changes. Changes approved pursuant to an
Addendum shall be compensated As described in said Addendum.
3. PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance
of this Agreement. Notwithstanding the foregoing, in no event shall Contractor be
liable or responsible for any delays or failures to meet deadlines if such delay or
failure was caused by City.
3.2 Schedule of Performance. All Services rendered pursuant to
this Agreement shall be performed within any time periods prescribed in the
Statement of Work
3.3 Force Majeure. The time for performance of Services to be
rendered pursuant to this Agreement may be extended because of any delays due
3
1291857.1
to unforeseeable causes beyond the control and without the fault or negligence of
the Contractor, including, but not restricted to, acts of God or of a public enemy,
acts of the government, fires, earthquakes, floods, epidemic, quarantine
restrictions, riots, strikes, freight embargoes, and unusually severe weather if the
Contractor shall within ten (10) days of the commencement of such condition notify
the Contract Officer who shall thereupon ascertain the facts and the extent of any
necessary delay, and extend the time for performing the Services for the period of
the enforced delay when and if in the Contract Officer's judgment such delay is
justified, and the Contract Officer's determination shall be final and conclusive upon
the parties to this Agreement.
3.4 Term. Unless earlier terminated in accordance with Sections
7.6 or 7.7 of this Agreement, this Agreement shall continue for one year from the
date hereof, unless extended by mutual written agreement of the parties.
4. COORDINATION OF WORK
4.1 Representative of Contractor. The following Principal of the
Contractor is hereby designated as being the principal and representative of
Contractor authorized to act in its behalf with respect to the Work specified herein
and make all decisions in connection therewith: Brian Rempe, President.
It is expressly understood that the experience, knowledge,
capability and reputation of the foregoing Principal is a substantial inducement for
City to enter into this Agreement. Therefore, the foregoing Principal shall be
responsible during the term of this Agreement for directing all activities of
Contractor and devoting sufficient time to personally supervise the Services
hereunder. The foregoing Principal may not be changed by Contractor without the
express written approval of City.
4.2 Contract Officer. The City's Contract Officer shall be the
Deputy City Manager, Matt West. It shall be the Contractor's responsibility to keep
the Contract Officer fully informed of the progress of the performance of the
Services and Contractor shall refer any decisions which must be made by City to
the Contract Officer. Unless otherwise specified herein, any approval of City
required hereunder shall mean the approval of the Contract Officer.
4.3 Prohibition. Against Subcontracting or Assignment. The
experience, knowledge, capability and reputation of Contractor, its principals and
employees were a substantial inducement for the City to enter into this Agreement.
Therefore, Contractor shall not contract with any other entity to perform in whole or
in part the Services required hereunder without the express written approval of the
City. In addition, neither this Agreement nor any interest herein may be assigned or
transferred, voluntarily or by operation of law, without the prior written approval of
City.
4
1291857.1
4.4 Independent Contractor. Neither the City nor any of its
employees shall have any control over the manner, mode or means by which
Contractor, its agents or employees perform the Services required herein, except
as otherwise set forth herein. Contractor shall perform all Services required herein
as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role.
Contractor shall not at any time or in any manner represent that it or any of its
agents or employees are agents or employees of City. Contractor shall be solely
responsible for compliance with State and Federal Law with respect to the wages,
hours, benefits, and working conditions of its employees, including requirement for
payroll deductions for taxes. Employees or independent contractors of Contractor
are not City employees.
5. INSURANCE / INDEMNIFICATION
5.1 Insurance Requirements
A. Types of Required Coverages. Contractor shall
maintain in full force and effect during the term of this Agreement the following
insurance policies:
(1) Commercial General Liability: Commercial General
Liability Insurance which affords coverage at least as broad as Insurance
Services Office `occurrence" form CG 00 01, with minimum limits of at
least $2,000,000 per occurrence, and if written with an aggregate, the
aggregate shall be double the each occurrence limit.
(2) Products -Completed Operations: Contractor shall
procure and submit to City evidence of insurance for a period of at least
three (3) years from the time that all Work under this contract is
completed.
(3) Automobile Liability Insurance: Automobile Liability
Insurance with coverage at least as broad as Insurance Services Office
Form CA 0001 covering "Any Auto" (Code 1) with minimum limits of
$1,000,000 per accident.
(4) Professional Liability: Professional Liability insurance
with minimum limits of $2,000,000 per claim. Covered Professional
Services shall specifically include all Work to be performed under the
contract and delete any exclusion that may potentially affect the Work to
be performed.
5
1241857.1
(5) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability
Insurance with a limit of not less than $1,000,000 per accident for bodily
injury and $1,000,000 per employee for bodily injury by disease.
B. Endorsements
Insurance policies shall not be in compliance if they include
any limiting provision or endorsement that has not been submitted to the City for
approval.
(1) The Commercial General Liability Automobile Liability
Insurance policies shall contain the following provisions or be endorsed to
provide the following:
(a) Additional Insured: The City, its elected
officials, officers, employees, volunteers, boards, agents and
representatives shall be additional insureds with regard to liability
and defense of suits or claims arising out of the performance of the
Contract.
Additional Insured Endorsements shall not:
i. Exclude "Contractual Liability'
ii. Restrict coverage to the "Sole" liability of
contractor
iii. Exclude "Third -Party -Over Action"
iv. Contain any other exclusion contrary to the
Contract
(b) Primary Insurance: This insurance shall be
primary and any other insurance whether primary, excess, umbrella
or contingent insurance, including deductible, or self-insurance
available to the insureds added by endorsement shall be in excess
of and shall not contribute with this insurance.
(c) The Workers' Compensation policy shall be
endorsed to contain a waiver of subrogation stating that the insurer
waives all rights of subrogation against the indemnified parties. By
approving this Agreement, Contractor also waives all rights of
subrogation against the indemnified parties.
C. Notice of Cancellation
C:1e
1291857.1
Required insurance policies shall not be cancelled nor the
coverage reduced until a thirty (30) day written notice of cancellation has been
served upon the City, except a minimum of ten (10) days notice to City shall be
allowed for non-payment of a premium. It shall not be adequate that an insurer
agrees to provide notice in accordance with the policy unless the Contractor
demonstrates that the insurance policy ensures the City will be separately
provided the required notice of cancellation.
D. Evidence of Insurance
The Contractor, concurrently with the execution of this
Agreement, and as a condition precedent to the effectiveness hereof, shall
deliver either certified copies of the required policies, or original certificates and
endorsements on forms approved by , the City. The certificates and
endorsements for each insurance policy shall be issued by a person authorized
by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to
the expiration of any such policy, evidence of insurance showing that such
insurance coverage has been renewed or extended shall be filed with the City. If
such coverage is cancelled, non -renewed or reduced below the required
minimum limits, Contractor shall, as soon as possible, and in any case prior to
the effective date of the cancellation, non -renewal or reduction of coverage, file
with the City evidence of insurance showing that all required insurance has been
reinstated or has been provided through another insurance company or
companies and satisfying all requirements of this Agreement.
E. Deductible or Self -Insured Retention
Any deductible or self-insured retention must be approved in
writing by the City and shall protect the indemnified parties in the same manner
and to the same extent as they would have been protected had the policy or
policies not contained a deductible or self-insured retention.
F. Contractual Liability
The coverage provided shall apply to the obligations
assumed by the Contractor under the indemnity provisions of this contract.
G. Failure to Maintain Coverage
Contractor agrees to suspend and cease all operations
hereunder during such period of time as the required insurance coverage is not
in effect and evidence of insurance has not been furnished to the City. The City
shall have the right to withhold any payment due Contractor until Contractor has
fully complied with the insurance provisions of this Contract.
In the event that the Contractor's operations are suspended
for failure to maintain required insurance coverage, the Contractor shall not be
entitled to an extension of time for completion of the Work because of production
lost during suspension.
7
1291857.1
H. , Acceptability of Insurers
Each such policy shall be from a company or companies
with a current A.M. Best's rating of no less than A:VII and authorized to do
business in the State of California, or otherwise allowed to place insurance
through surplus line brokers under applicable provisions of the California
Insurance Code or any federal law. Any other rating must be approved in writing
in accordance with the City.
I. Claims Made Policies
If coverage is written on a claims -made basis, the retroactive
date on such insurance and all subsequent insurance shall coincide or precede
the Effective Date of the initial Contractor's Contract with the City and
continuous coverage shall be maintained or an extended reporting period shall
be exercised for a period of at least three (3) years from termination or
expiration of this Contract.
Upon expiration or termination of coverage of required
insurance, Contractor shall procure and submit to City evidence of "tail"
coverage or an extended reporting coverage period endorsement for the period
of at least three (3) years from the time that all Work under this contract. is
completed.
J. Insurance for Subcontractors
Contractor shall be responsible for causing Subcontractors
to purchase the same types and limits of insurance in compliance with the terms
of this Agreement, including adding the City as an Additional Insured to the
Subcontractor's policies.
5.2 Indemnification. The Contractor shall defend, indemnify and
hold harmless the City, its officers and employees, from and against any and all
actions, suits, proceedings, claims, demands, losses, costs, and expenses,
including legal costs and attomeys' fees, for injury to or death of person or persons,
for damage to property, including property owned by City, arising from errors and
omissions of Contractor, its officers, employees, agents or subcontractors, if any, or
arising out of or related to Contractor's performance under this Agreement, except
for such loss as may be caused by City's sole negligence.
The Contractor shall also defend, indemnify and hold the City
harmless from any claims or liability for City health and welfare, retirement benefits,
or any other benefits of part-time or fulltime City employment sought by
Contractor's officers, employees, or independent contractors, whether legal action,
administrative proceeding or pursuant to State statue.
6. RECORDS AND REPORTS
F-1
1291857.1
6.1 Reports. Contractor shall periodically prepare and submit to
the Contract Officer such reports concerning the performance of the Services
required by this Agreement as the Contract Officer shall require.
6.2 Records. Contractor shall keep such books and records as
shall be necessary to properly perform the Services required by this Agreement and
enable the Contract Officer to evaluate the performance of such Services. The
Contract Officer shall have full and free access to such books and records at all
reasonable times, including the right to inspect, copy, audit and make records and
transcripts from such records.
6.3 Ownership of Documents. All drawings, specifications,
reports, records, documents and other materials ("Records") prepared by
Contractor in the performance of this Agreement shall be the property of City and
shall be delivered to City upon request of the Contract Officer or upon the
termination of this Agreement, except any Records which are required by a
standard rule of professional conduct applicable to the Contractor's profession to be
kept confidential from the City shall remain owned and in the possession of
Contractor. Notwithstanding the foregoing, any Records created or acquired by
Contractor prior to entering into this Agreement shall remain the property of
Contractor. Contractor shall have no claim for further employment or additional
compensation as a result of the exercise by City of its full rights or ownership of the
Records hereunder. Contractor may retain copies of such Records for its own use.
Contractor shall have an unrestricted right to use the concepts embodied therein.
6.4 Release of Documents. All Records prepared by Contractor in
the performance of Services under this Agreement shall not be released publicly
without the prior written approval of the Contract Officer.
7. ENFORCEMENT OF AGREEMENT
7.1 California Law. This Agreement shall be construed and
interpreted both as to validity and to performance of the parties in accordance with
the laws of the State of California. Legal actions concerning any dispute, claim or
matter arising out of or in relation to this Agreement shall be instituted in the
Superior Court of the County of Orange, State of California, or any other
appropriate court in such county, and Contractor covenants and agrees to submit to
the personal jurisdiction of such court in the event of such action.
7.2 Disputes. In the event of any dispute arising under this
Agreement, the injured party shall notify the injuring party in writing of its
contentions by submitting a claim therefor. The injured party shall continue
performing its obligations hereunder so long as the injuring party cures any default
within ninety (90) days after service of the notice, or if the cure of the default is
commenced within thirty (30) days after service of said notice and is cured within a
reasonable time after commencement; provided that if the default is an immediate
9
1291857.1
danger to the health, safety and general welfare, the City may take immediate
action under Section 7.6 of this Agreement. Compliance with the provisions of this
Section shall be a condition precedent to any legal action, and such compliance
shall not be a waiver of any party's right to take legal action in the event that the
dispute is not cured.
7.3 Waiver. No delay or omission in the exercise of any right or
remedy of a non -defaulting party on any default shall impair such right or remedy or
be construed as a waiver. No consent or approval of City shall be deemed to waive
or render unnecessary City's consent to or approval of any subsequent act of
Contractor. Any waiver by either party of any default must be in writing and shall
not be a waiver of any other default concerning the same or any other provision of
this Agreement.
7.4 Rights and Remedies are Cumulative. Except with respect to
rights and remedies expressly declared to be exclusive in this Agreement, the rights
and remedies of the parties are cumulative and the exercise by either party of one
or more of such rights or remedies shall not preclude the exercise by it, at the same
or different times, of any other rights or remedies for the same default or any other
default by the other party.
7.5 Legal Action. In addition to any other rights or remedies,
either party may take legal action, in law or in equity, to cure, correct or remedy any
default, to recover damages for any default, to compel specific performance of this
Agreement, to obtain injunctive relief, a declaratory judgment or any other remedy
consistent with the purposes of this Agreement.
7.6 Termination Prior to Expiration of Term. The City reserves the
right to terminate this Agreement at any time, with or without cause, upon sixty (60)
days written notice to Contractor, except that where termination is due to the fault of
the Contractor and constitutes an immediate danger to health, safety and general
welfare, the period of notice shall be such shorter time as the City's Contract
Manager in his or her sole discretion determines is appropriate. Upon receipt of the
notice of termination, Contractor shall immediately cease all Services hereunder
except such as may be specifically approved by the Contract Officer. Contractor
shall be entitled to compensation for all Services rendered prior to receipt of the
notice of termination and for any Services authorized by the Contract Officer
thereafter. Nothing herein shall limit the City's remedies in the event of Contractor's
breach or default.
7.7 Termination for Default of Contractor. If termination is due to
the failure of the Contractor to fulfill its obligations under this Agreement, City may
take over the Work and prosecute the same to completion by contract or otherwise,
and the Contractor shall be liable to the extent that the total cost for completion of
the Services required hereunder exceeds the compensation herein stipulated,
10
1291857.1
provided that the City shall use reasonable efforts to mitigate damages, and City
may withhold any payments to the Contractor for the purpose of set-off or partial
payment of the amounts owed to City.
8. CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION
8.1 Non -Liability of City Officers and Employees. No officer or
employee of City shall be personally liable to the Contractor, or any successor -in -
interest, in the event of any default or breach by the City or for any amount which
may become due to the Contractor or its successor, or for breach of any obligation
of the terms of this Agreement.
8.2 Covenant Against Discrimination. Contractor covenants that,
by and for itself, its heirs, executors, assigns, and all persons claiming under or
through them, that there shall be no discrimination or segregation in the
performance of or in connection with this Agreement regarding any person or group
of persons on account of race, color, creed, religion; sex, gender, sexual
orientation, marital status, national origin, or ancestry.. Contractor shall take
affirmative action to insure that applicants and employees are treated without
regard to their race, color, creed, religion, sex, gender, sexual orientation, marital
status, national origin, or ancestry.
9. MISCELLANEOUS PROVISIONS
9.1 Notice. Any notice, demand, request, consent, approval, or
communication either party desires or is required to give to the other party or any
other person shall be in writing and either served personally or sent by pre -paid,
first-class mail to the address set forth below. Either party may change its address
by notifying the other party of the change of address in writing. Notice shall be
deemed communicated forty-eight (48) hours from the time of mailing if mailed as
provided in this Section.
To City: To Contractor:
CITY OF TUSTIN Contract Manager
300 Centennial Way Civic Plus
Tustin, CA 92780 302 South 4"' Street, Suite 500
Attention: City Manager Manhattan, Kansas 66502
Email: MWest@tustinca.org Email: contracts@civicplus.com
9.2 Integrated Agreement. This Agreement contains all of the
agreements of the parties and cannot be amended or modified except by written
agreement.
11
1291857.1
9.3 Amendment. This Agreement may be amended at any time
by the mutual consent of the parties by an instrument in writing.
9.4 Severability. In the event that any one or more of the phrases,
sentences, clauses, paragraphs, or sections contained in this Agreement shall be
declared invalid or unenforceable by valid judgment or decree of a court of
competent jurisdiction, such invalidity or unenforceability shall not affect any of the
remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement,
which shall be interpreted to carry out the intent of the parties hereunder.
9.5 Corporate Authority. The persons executing this Agreement
on behalf of the parties hereto warrant that they are duly authorized to execute this
Agreement on behalf of said parties and that by so executing this Agreement the
parties hereto are formally bound to the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
Dated
APPROVED AS TO FORM:
David E. Kendig
City Attorney
Dated:
1291857.1
"City"
CITY OF TUSTIN, a municipal corporation
IS
Elwyn Murray
Mayor
"Contractor'
CIVICPLUS, a Kansas Corporation
12
Tim Grant
Its Director of Sales
Exhibit A
STATEMENT OF WORK
(Dated February 2, 2018)
13
1291857.1
C p Exhibit A for Tustin, CA
Exhibit A - CivicPlus Statement of Work #1
All Quotes are in US Dollars and Valid for 30 Days from February 2, 2018
Project Development and Deployment
• First Year Annual Services (Initial GCMS® upgrades, maintenance, support and hosting)
• Server Storage not to exceed 25 GB
• Services and Deliverables as described in Addendum 1
• Up to 355 pages of content migration from http://www.tustinca.org/
• Ongoing recurring 48 -month redesign, as described in Addendum 2
• 3 Years of Agendas & Minutes in PDF or DOC format migrated
• 6 Days Onsite Implementation Training for up to 12 Client Staff Members
Project Enhancements
• ADFS Setup and hosting
• CivicEngage Send
• 6 Days Onsite Consulting
• Platinum Security Upgrade for one domain
• 3x Department Headers
• 1 x Advanced Subsite
• 5x SSL Certificate Setup & Hosting
• 4x Additional Domain Name Setup &_Hosting
Annual Services (Continuing GCMS® Enhancements, Maintenance, Supp
Billed 12 months from SOW signing; subject to annual 5% increase year 3 anc
$97,045
1. Performance and payment under this SOW shall be subject to the terms & conditions of the Agreement by and between Client
and CivicPlus, to which this Statement of Work #1 (SOW #1) is hereby attached as Exhibit A.
2. This SOW #1 shall remain in effect for an initial term of one year (12 months) from signing. In the event that neither party gives
60 days' notice to terminate prior to the end of the initial or any subsequent renewal term, this Agreement will automatically
renew for an additional 1 -year Renewal Term.
3. The Total Fees Year 1 will be invoiced at the completion of the following phases as defined in Addendum 1 to this SOW #1:
a. Completion of Phase 2: Design Presentation — one half of the Total Fees Year 1.
b. Completion of Phase 4: Website Review & Training — the remaining half of the Total Fees Year 1.
4. Renewal Term Annual Services shall be invoiced on the date of signature of relevant calendar years. Annual services,
including but not limited to hosting, support and maintenance services, shall be provisioned in accordance with Addendum 3 to
this SOW #1 and shall be subject to a 5% annual increase beginning in Year 3 of service.
5. After forty-eight (48) months of continuous service, Client is entitled to a no -cost redesign, details noted in Addendum 2.
Redesigns that include additional features not available on the original website may be subject to additional charges.
Additional features include, but are not limited to, additional modules and integration of third -party software.
6. Client allows CivicPlus to display a "Government Websites by CivicPlus" insignia, and web link at the bottom of their web
pages. Client understands that the pricing and any related discount structure provided under this SOW #1 assumes such
perpetual permission.
7. The Client will be invoiced electronically through email. Upon request CivicPlus will mail invoices and the Client will be charged
a $5.00 convenience fee.
Exhibit A Page 1 of 5
CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com
Toll Free 888-228-2233 - Accounting Ext. 291 • Support Ext. 307 • Fax 785-587-8951
V. PD 06.01.2015-0048
S Exhibit A for Tustin, CA
Acceptance
We, the undersigned, agreeing to the conditions specified in this document, understand and authorize the provision of services outlined
in this Agreement.
Client
By:
Name:
Title:
Date:
V. PD 06.01.2015-0048
CivicPlus
By:
Name:
Title:
Date:
CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicP]us.com
Toll Free 888-228-2233 • Accounting Ext. 291 • Support Ext. 307 • Fax 785-587-8951
Exhibit A Page 2 of 5
C ;) Exhibit A for Tustin, CA
Addendum 1 to Exhibit A - Project Development Division of Work
Kick -Off
Deliverable: Project Timeline, training jump start information, online forms, kick-off meeting
CivicPlus will:
• assign a project manager to this project
• conduct a Project Kick-off to review awarded
contract
• establish communication plan for the duration of the
project effort
• work with Client to identify all key internal and
external project stakeholders
• develop project timeline
• provide access to CivicPlus University (online
training manuals, videos and other resources) for the
Client staff
Phase 1: Website Optimization
Deliverable: Website Optimization Meeting
CivicPlus will:
• communicate status to Client, key stakeholders and
personnel via emails or phone calls as needed
• review the goals and expectations submitted on the
forms Client completed to ensure Client needs are
clearly understood
• gather preliminary design data for use
Client will:
• complete the following prior to Phase 1: Website
Optimization Form, Content Form, and DNS Worksheet
• review and approve of project timeline within 5
business days
• attend a kick-off meeting with key stakeholders or
decision makers
• if modifications are required after the review of the
initial project timeline, Client has 10 business days to
address the modifications and come to a consensus
• approve the project timeline (limited to two reviews)
prior to proceeding with the project
• update the current primary live website content and
delete any pages from the website that are no longer
wanted or needed
Client will provide:
• statistics from the current website from the past 12
months (optional)
• pictures to be used in the overall design of the new
website
• a list of all divisions and/or departments within the
organization
• a list of third -party and in-house developed applications
presently being utilized on the current website
• a site map or outline of the current website's
navigational structure if possible
• a list of any content on the current primary website that
must remain as is (verbatim) because of legal
requirements
Phase 2: Design Presentation
Deliverable: Website grayscale layout and mood board color pallet presentation
CivicPlus will:
• present one custom layout in grayscale form and one
mood board color palette based on the goals
determined in the previous phase. The presented
layout will show the placement of the navigation,
graphic button and feature areas. The mood board
will reflect the color and imagery that will represent
the tone of the design
• begin development of the website design upon layout
and mood board approval
V. PD 06.01.2015-0048
Client will:
• approve one layout and the mood board
• review marketing packet material and guidelines
• Website Layout billing milestone complete
CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CiviePlus.com
Toll Free 888-228-2233 • Accounting Ext. 291 • Support Ext. 307 • Fax 785-587-8951
Exhibit A Page 3 of 5
C p Exhibit A for Tustin, CA
Phase 3: Website Reveal
Deliverable: Website design and production website.
CivicPlus will:
Client will:
• present a functional website on a production URL
• evaluate the website design and content and provide
• migrate content pages to the production URL as
CivicPlus with feedback
described in Exhibit A Statement of Work.
• collaborate with CivicPlus on proposed changes
• conduct a quality review of the website to ensure the
• revise the design according to the approved timeline
functionality and usability standards are met
. if revised design changes are requested after the
• work with Client to prepare for training
design approval timeline date, the project's Go Live
• migrate Agendas & Minutes in Microsoft Word.DOC
date will be adjusted out (training and billing
or Adobe PDF format as described in Exhibit A
milestones will remain as per approved timeline)
Statement of Work.
• provide CivicPlus will all the necessary DNS items
identified for the website
Phase 4: Website Review & Training (See Exhibit A Statement of Work for details)
Deliverable: Train System Administrator(s) on GCMS® Administration, permissions, setting up groups
and users, module administration. Basic User training on pages, module entries, applying modules to
pages. Applied use and usability consulting to result in effective communication through your website.
CivicPlus will:
Client will:
• provide training to Client before the website goes
• provide a location for training in Client with internet
live
access
• train staff members based on internal daily tasks
• provide computers for staff to be trained on
and workflow
• Phase 4: Training billing milestone complete
• train staff members on how to use the GCMS®,
update content pages and modules
Phase 5: Go Live
Deliverable: Custom website launched to the public.
CivicPlus will:
Client will:
• address system issues and bugs that Client finds
• test and update the final site as per approved timeline
• redirect the domain name to the newly developed
• notify CivicPlus on any system issues or bugs found in
website as per approved timeline
the website
CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com
Toll Free 888-228-2233 • Accounting Ext. 291 • Support Ext. 307 • Fax 785-587-8951
V. PD 06.01.2015-0048
Exhibit A Page 4 of 5
Exhibit A for Tustin, CA
Addendum 2 to Exhibit A - Redesign Details
• New design for all items originally contracted for (main site, department headers and subsites)
• Redevelop navigation method (may choose top drop-down or other options)
• Design setup - wireframe
• Redevelop graphic elements of website (Newsflash, FAQs, Calendar, etc.)
• Project Management
• Testing
• Review
• Content Migration — Includes retouching of all existing published pages to ensure proper formatting, and
application of new site styles. Note: Content will not be rewritten, reformatted or pages broken up (shortened or
re -sectioned)
• Site styles and page layouts will be touched so all pages match the new design and migrate cleanly
• Spelling and broken links will be checked and reported if unable to correct
CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com
Toll Free 888-228-2233 • Accounting Ext. 291 • Support Ext. 307 • Fax 785-587-8951
V. PD 06.01.2015-0048
Exhibit A Page 5 of 5
C ;) Exhibit A for Tustin, CA
Addendum 3 — Platinum Hosting, Support and Service Level Agreement
Hosting Details
Data Center
.
Highly Reliable Data Center
•
Managed Network Infrastructure
•
On -Site Power Backup & Generators
•
Multiple telecom/network providers
•
Fully redundant Network
•
Highly Secure Facility
•
24/7/365 System Monitoring
Hosting
0
Automated GCMS® Software Updates
•
Server Management & Monitoring
•
Multi -tiered Software Architecture
•
Server software updates & security patches
•
Database server updates & security patches
•
Antivirus management & updates
•
Server -class hardware from nationally recognized provider
•
Redundant firewall solutions
•
High performance SAN with N+2 reliability
Bandwidth
a
Multiple network providers in place
•
Unlimited bandwidth usage for normal business operations (does not apply in the event of a
cyber attack)
•
45 Gb/s burst bandwidth
•
Emergency After-hours support, live agent (24/7)
•
On-line status monitor at data center
•
Event notification emails
Disaster Recovery
•
Guaranteed recovery TIME objective (RTO) of 4 hours
•
Guaranteed recovery POINT objective (RPO) of 4 hours
•
Pre-emptive monitoring for disaster situations
•
Multiple data centers
•
Geographically diverse data centers
DDoS Mitigation
a
Defined DDoS Attack Process
• Identify attack source
• Identify type of attack
• Monitor attack for threshold engagement
•
DDOS Advanced Security Coverage
• Continuous DDoS mitigation coverage
• Content Distribution Network support
• Proxy server support
• Live User Detection service
CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com
Toll Free 888-228-2233 • Accounting Ext. 291 • Support Ext. 307 • Fax 785-587-8951
V. PPH 03.01.16-0001
Addendum 3 Page 1 of 4
aExhibit A for Tustin, CA
Support and Maintenance
Support Services
CivicPlus' on-site support team is available from 7:00 am to 7:00 pm CT to assist clients with any questions, concerns or
suggestions regarding the functionality and usage of CivicPlus' GCMS® and associated applications. The support team is available
during these hours via CivicPlus' toll-free support number and e-mail. Support personnel will respond to calls as they arrive (under
normal circumstances, if all lines are busy, messages will be returned within four hours; action will be taken on e-mails within four
hours), and if Client's customer support liaison is unable to assist, the service escalation process will begin.
Emergency support is available 24 -hours -a -day for designated, named Client points -of -contact, with members of both CivicPlus'
project management and support teams available for urgent requests. Emergency support is provided free -of -charge for true
emergencies (ie: website is down, applications are malfunctioning, etc.), though Client may incur support charges for non-
emergency requests during off hours (ie: basic functionality / usage requests regarding system operation and management). The
current discounted rate is $175/hour.
CivicPlus maintains a customer support website that is accessible 24 -hours -a -day with an approved client username and password
Service Escalation Processes
In the event that CivicPlus' support team is unable to assist Client with a request, question or concern, the issue is reported to the
appropriate CivicPlus department.
Client requests for additional provided services are forwarded to CivicPlus' Client Care personnel.
Client concerns/questions regarding GCMS® or associated application errors are reported to CivicPlus' technical team through
CivicPlus' issue tracking and management system to be addressed in a priority order to be determined by CivicPlus' technical team.
All other requests that do not meet these criteria will be forwarded to appropriate personnel within CivicPlus' organization at the
discretion of the customer support liaison.
Included Services:
Support Maintenance of CivicPlus GCMS®
7 a.m. — 7 p.m. (CST) Monday — Friday Install Service Patches for OS
(excluding holidays) System Enhancements
24/7 Emergency Support Fixes
Dedicated Support Personnel Improvements
Usability Improvements Integration
Integration of System Enhancements Testing
Proactive Support for Updates & Fixes Development
Online Training Manuals Usage License
Monthly Newsletters
Routine Follow-up Check -ins
CivicPlus Connection
CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicP]us.com
Toll Free 888-228-2233 • Accounting Ext. 291 • Support Ext. 307 • Fax 785-587-8951
V. PPH 03.01.16-0001
Addendum 3 Page 2 of 4
C p
Exhibit A for Tustin, CA
CivicPlus Service Level Agreement
CivicPlus will use commercially reasonable efforts to make the GCMSO available with a Monthly Uptime Percentage (defined below) of
at least 99.9%, in each case during any monthly billing cycle (the "Service Commitment"). In the event CivicPlus does not meet the
Service Commitment, you will be eligible to receive a Service Credit as described below.
Definitions
• "Monthly Uptime Percentage" is calculated by subtracting from 100% the percentage of minutes during the month in which the
CGMS, was "Unavailable." Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from
any Exclusion (defined below).
• "Unavailable" and "Unavailability" mean:
o The HTML of the home page of the site is not delivered in 10 seconds or less 3 times in a row when tested from
inside our network and returns a status of 200.
o The Main page of the site returns a status other than 200 or 302 3 times in a row.
• A "Service Credit" is a dollar credit, calculated as set forth below, that we may credit back to an eligible account.
Service Commitments and Service Credits
Service Credits are calculated as a percentage of the total charges paid by you (excluding one-time payments such as upfront
payments) for the month (beginning with the first full month of service) in accordance with the schedule below.
Monthly Uptime Percentage Service Credit Percentage
Less than 99.9% 1 % of one month's fee
We will apply any Service Credits only against future payments otherwise due from you. Service Credits will not entitle you to any
refund or other payment from CivicPlus. A Service Credit will be applicable and issued only if the credit amount for the applicable
monthly billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account. Unless
otherwise provided in the Client Agreement, your sole and exclusive remedy for any unavailability, non-performance, or other failure by
us to provide the service is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.
Credit Request and Payment Procedures
To receive a Service Credit, you must submit a claim by opening a case with Support. To be eligible, the credit request must be
received by us by the end of the second billing cycle after which the incident occurred and must include:
1. the words "SLA Credit Request" in the subject line;
2, the dates and times of each Unavailability incident that you are claiming;
3. the affected Site domains; and
4. Any documentation that corroborate your claimed outage
If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the
Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide the
request and other information as required above will disqualify you from receiving a Service Credit.
SLA Exclusions
The Service Commitment does not apply to any unavailability, suspension or termination of GCMSO, or any other GCMSO performance
issues: (i) that result from a suspension; (ii) caused by factors outside of our reasonable control, including any force majeure event or
Internet access or related problems beyond the demarcation point of CivicPlus; (iii) that result from any actions or inactions of you or
any third party; (iv) that result from your equipment, software or other technology and/or third party equipment, software or other
technology (other than third party equipment within our direct control); (v) that result from any maintenance as provided for pursuant to
the Client Agreement; or (vi) arising from our suspension and termination of your right to use the GCMSO in accordance with the Client
Agreement (collectively, the "SLA Exclusions"). If availability is impacted by factors other than those used in our Monthly Uptime
Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.
Addendum 3 Page 3 of 4
CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com
Toll Free 888-228-2233 • Accounting Ext. 291 • Support Ext. 307 • Fax 785-587-8951
V. PPH 03.01.16-0001
C a Exhibit A for Tustin, CA
Disaster Recovery Feature Service Commitment
CivicPlus will use commercially reasonable efforts to insure that in the event of a disaster that make the Primary data center unavailable
(defined below) Client site will be brought back online at a secondary data center (the "Service Commitment"). In the event CivicPlus
does not meet the Service Commitment, you will be eligible to receive a Service Credit as described below.
Definitions
• "Datacenter availability" is determined by inability to provide or restore functions necessary to support the Service. Examples
of necessary functions include but are not limited Cooling, Electrical, Sufficient Internet Access, Physical space, and Physical
access.
• A "Service Credit" is a dollar credit, calculated as set forth below, that we may credit back to an eligible account.
• Recovery Time Objective (RTO) is the most anticipated time it will take to bring the service back online in the event of a data
center event.
• Recovery Point Objective (RPO) the amount of data lost that is considered acceptable.
Service Commitments and Service Credits
Service Credits are calculated as a percentage of the total charges paid by you (excluding one-time payments such as upfront
payments) for the month accordance with the schedule below.
Recovery Time Objective
Service Credit Percentage
4 Hours
10% of one month's fee
Recovery Point Objective
Service Credit Percentage
4 Hours
10% of one month's fee
CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com
Toll Free 888-228-2233 • Accounting Ext. 291 • Support Ext. 307 • Fax 785-587-8951
V. PPH 03.01.16-0001
Addendum 3 Page 4 of 4