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HomeMy WebLinkAboutReso 32-10 Citys WebsiteRESOLUTION NO. 32-10 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING AN AGREEMENT WITH CIVICPLUS FOR THE DEVELOPMENT, DESIGN, HOSTING, SUPPORT AND MAINTENANCE OF THE CITY'S WEBSITE WHEREAS, the City Council established a Fiscal Year 2009-2010 Goal and Objective to implement a new website for the City of Dublin; and WHEREAS, in November 2009, the City issued a Request for Qualifications to identify a website development firm to create a new website for the City of Dublin; and WHEREAS, the City received five responses to the request and representatives from the City's internal website committee interviewed each of the five firms; and WHEREAS, upon comparing the full set of service offerings, Staff recommended the selection of CivicPlus to the ad-hoc Communications Committee in January 2010; and WHEREAS, the Communications Committee agreed with Staff's recommendation and forwarded the item to the City Council for consideration of approval. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin approves the Consultant Services Agreement (attached as Exhibit A and titled "Consultant Services Agreement between the City of Dublin and CivicPlus for Website Design Development, and Annual Hosting Support, and Maintenance.") BE IT FURTHER RESOLVED that the City Manager is authorized to execute the agreement substantially in the form attached hereto and to undertake such further action as may be necessary and desirable to carry out the intent of this resolution. Page 1 of 2 PASSED, APPROVED AND ADOPTED this 2ND day of March, 2010 by the following vote: AYES: Councilmembers Biddle, Hart, Hildenbrand, Scholz, and Mayor Sbranti NOES: None ABSENT: None ABSTAIN: None / •ti1 Mayor ATTEST: ~` ~~~/ City Clerk Reso No. 32-10, Adopted 3-2-10, Item 4.4 Page 2 of 2 3 d~ ~3 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND CIVICPLUS FOR WEBSITE DESIGN DEVELOPMENT AND ANNUAL HOSTING, SUPPORT, AND MAINTENANCE THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Icon Enterprises, Inc., d/bla CivicPlus ("Consultant") as of ~lar`cG~ 2 , 20L ("Effective Date"). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above. The Initial Term of this Agreement shall be thirty-six (36) months from the Effective Date of this Agreement. This Agreement shall be automatically renewed for an additional twelve (12) months ("the Renewal Term"), absent notice of intent to terminate the Agreement, given by either Party, pursuant to Section 8 of this Agreement. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. Subject to the provisions of Section 2.6, City hereby agrees to pay Consultant an annual fee of $19,291 for three years, with a sum not to exceed $57,873 during that period, notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to Consulting Services Agreement between City of Dublin and CivicPlus - Exhibit A Page 1 ydd a3 City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services perfo+med by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible: City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices annually during the term of this Agreement as provided in section 2.2.3. Invoices shall contain the following information: 2.1.1 Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; 2.1.2 The beginning and ending dates of the billing period; 2.1.3 A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; 2.1.4 Consultant shall give separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Consultant and City. Such notice shall include an estimate of the time necessary to complete the work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Consultant and City, if applicable; 2.1.5 The Consultant's signature. 2.2 Payment. The following agreement terms apply to the Consultant's CivicPlus Advantage Plan -whereby the initial project development fees and recurring fees are paid equally over a three (3) year period. See Exhibit A for complete details and fee options. 2.2.1 The City shall sign a project completion and acceptance form prior to the date on which the Website is completed and made fully accessible online ("Project Go- Live"). All Parties agree that the website will not go-live until the project is accepted in writing by the City. 2.2.2 The CivicPlus Advantage Plan provides a fixed fee for an Agreement term of 36 months from the first date of billing. After the initial 36 month term, City has the following options: a. Allow this Agreement to renew for an additional 12 month period, subject to the same pricing terms contained in Exhibit A. At the end of 48 total months on the CivicPlus Advantage Plan, City is entitled to receive a basic redesign of their website at no additional cost, subject to the restrictions detailed in Exhibit A. The basic redesign shall be deliverable no later than 60 days after the end of the 48th month. Consulting Services Agreement between City of Dublin and CivicPlus - Exhibit A Page 2 5, ~ ~~ ~~~ Terminate the CivicPlus Advantage Plan by providing written notice as noted in Section 8 and contract for Annual Support, Maintenance & Hosting services with CivicPlus. c. Terminate services with CivicPlus. 2.2.3 Billing for the CivicPlus Advantage Plan begins on the first day of the fourth month following the effective date of this agreement, or upon Project Go-Live, whichever happens first. Fees for the plan will be invoiced annually in advance and are due by the first of the following month, but no sooner than 45 days from invoice date. 2.2.4 Service will be discontinued if payment is not made within 45 days after the invoice due date. 2.2.5 If the City's account exceeds 90 days past due, the web service may be temporarily removed from service until the City's account is made current. City will be given 30 days notice prior to removal of the website for non-payment. 2.2.6 Provided the City's account is current, at any time the City may request an electronic copy on CD of the website Customer Content. City agrees to pay $225 per completed request. 2.3 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.4 Reimbursable Expenses. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded, 2.5 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.6 Payment upon Termination. Termination of this Agreement shall be done in accordance with the provisions of Section 8. 2.6.1 In the event that the City terminates this Agreement prior to the Project-Go-Live date, City shall pay Consultant the amount of the itemized fees, as shown in Exhibit A, for each phases of the project that has been fully completed at the time of termination. In the event that the Consultant terminates this Agreement prior to the Project-Go-Live date, City shall not be required to pay Consultant for services rendered. Consulting Services Agreement between City of Dublin and CivicPlus - Exhibit A Page 3 ~~~~3 2.6.2 In the event that City or Consultant terminates this Agreement after the Project- Go-Live date, City shall pay Consultant the full "Project Development Fee" identified in Exhibit A, plus an adjusted amount for "Support, Maintenance & Hosting Services." Said adjusted amount shall be determined by pro-rating the annual rate of $4,209 for such services to account for the actual number of days such services are actually provided to City. Any payment made pursuant to this subsection 2.6.2 shall be reduced by any amounts previously paid to Consultant by City. 2.6.3 City, may condition payment of any payment made pursuant to this Section upon Consultant delivering to City any or all documents, photographs, computer files, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 2.7 Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.9 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on aself-insurance program to meet those requirements, but only if Consulting Services Agreement between City of Dublin and CivicPlus - Exhibit A Page 4 ~ ~a a3 the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether aself-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that the provider will endeavor to provide the City with thirty (30) days written notice by United States Postal Mail prior to the cancellation of coverage. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 .General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreemen#. If a Commercial General Liability Insurance or an Automobile Liability form or otherform with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1R3) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed ~- operations of Consultant; premises owned, occupied, or used by Consulting Services Agreement between City of Dublin and CivicPlus - Exhibit A Page 5 g a~ a~ Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance orself-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. An endorsement shall state that provider will endeavor to provide the City with thirty (30) days written notice by United States Postal Maii prior to the cancellation of coverage. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible orself-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that provider will endeavor to provide the City with thirty (30) days written notice by United States Postal Mail prior to coverage being suspended, voided, canceled by either party, or reduced in coverage or in limits. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 .The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. Consulting Services Agreement between City of Dublin and CivicPlus - Exhibit A Page 6 q ~ a3 b. Insurance must be maintained-and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant-must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcon#ractors. Consultant shall include all subcontractors as insureds under its policies or shall fumish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles orself-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in Consulting Services Agreement between City of Dublin and CivicPlus - Exhibit A Page 7 I ~ ~~ ~3 deductible orself-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in ail respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: 4.5.1 Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; 4.5.2 Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; andlor 4.5.3 Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. Consulting Services Agreement between City of Dublin and CivicPlus - Exhibit A Page 8 11 bb a3 In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a ,court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective Consulting Services Agreement between City of Dublin and CivicPlus - Exhibit A Page 9 ~~ a~ ~3 professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Epual Opportunity. Consultant, as an employer in the State of Kansas, shall comply with all applicable federal, State of Kansas, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required. of Consultant thereby.. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. During the Initial Term and the Renewal Term of this Agreement, either Party may terminate this Agreement upon the provision of thirty (30) days written notice to the other Party, and subject to the payment provisions contained in Section 2.6 of this Agreement. In the event that either party wishes to terminate this Agreement at the conclusion of the Initial Term, said party shall give the other party written notice of its intent at least 60 days prior to the conclusion of the Initial Term. Absent such notice, this Agreement shall automatically renew for an additional twelve (12) months, pursuant to Section 2.2.2(a) of this Agreement. 8.2 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.3 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. Consulting Services Agreement between City of Dublin and CivicPlus - Exhibit A Page 10 13~aa3 8.4 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.5 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.5.1 City may terminate this Agreement if Consultant is found in default of any obligation hereunder which has not been repaired within thirty (30) days after receipt of written notice of such default. In addition, if at any time after commencement of service, City determines that such services are inadequate, unsatisfactory, or substantially not conforming to the descriptions, warranties, or representations contained herein, the City may terminate the Agreement upon 30 days written notice to Consultant. In the event of early termination, vendor will be compensated for work performed; 8.5.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.5.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.5.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents Consulting Services Agreement between City of Dublin and CivicPlus - Exhibit A Page 11 i~! ~~ a3 evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required bylaw, from the date of final payment to the Consultant to this Agreement. 9.3 inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under Califomia Government Code Section 8546.7, if the amount of public funds expended under this Agreemen# exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of Califomia in the County of Alameda or in the United States District Court for the Northern District of Califomia. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consulting Services Agreement between City of Dublin and CivicPlus - Exhibit A Page 12 ~5' ~ ~~ Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at Califomia Govemment Code Section 81000 of seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate Califomia Govemment Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Govemment Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business from any third party at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Linda Maurer, Assistant to the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Icon Enterprises, Inc., d/b/a CivicPlus Attn: Contracts 317 Houston St., Suite E Manhattan, KS 66502 Any written notice to City shall be sent to: Linda Maurer, Assistant to the City Manager City of Dublin 100 Civic Plaza Dublin, CA 94568 10.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Consulting Services Agreement between City of Dublin and CivicPlus - Exhibit A Page 13 ~V ~ ~ ~~ CITY OF DUBLIN Joni Pattillo, City Manager CONSULTANT S. Ward Morgan, President Attest: Caroline Soto, City Clerk Approved as to Form: John Bakker, City Attorney Consulting Services Agreement between City of Dublin and CivicPlus - Exhibit A Page 14 17 a~ ~3 EXHIBIT A scurf ul- strcvlcts I Standard Project Development and Annual Maintenance, Support, and Hosting I Consulting, Website Design, Setup, Programming, and Training Options One-Time Project Development Fee Annual Recurring Fee 45 248 $4,209 At the request of the City of Dublin, and in accordance with the requirements of their Request for Qualifications, CivicPlus agrees to redistribute their standardized pricing as follows: CivicPlus Advantage Pricing Consulting, Website Design, Setup, Programming, a_nd Training Options Year One (Billable at Website (Go-Live) $19,291 Year Two (Billable at the One-Year Anniversary of Contract Signing $19,291 Year Three (Billable at the Two-Year Anniversary of Contract Signing $1.9,291 --Remainder of tfiis page left blank intentionally-- Consulting Services Agreement between City of Dublin and CivicPlus - Exhibit A Page 15 ~t.f' ~} _./' ,~ Client Deliverable • Icon Enterprises, Inc., d/b/a CivicPlus will create a unique website for The City of Dublin, CA (City) that includes all functionality as described below: • Use of CivicPlus' Content Management System and all the following: Modt~e5 Functionality ® Archive Center ®Adion hems Queue ® Bid Postings (1 Category) ®Audit TraiUHistory Log © Business/Resource Directory ®Automated PDF Converter © Calendar ®Automatic Content Archiving O Carbon Cak;ulator B Dynamic Breadcrumbs 8 Document Center B Dynamic Sitemap © Emergency Alert Notification B Expiring Items Library © Facilities 8 Reservations (50 Facilities) ®Graphic Link AdminisUation ® FAOs ®Links Redirect and Broken Links Finder ® Featured Info Module ®Menu Management ® Forms Development Toot (2 Forms -City Develops) ®Mouue-over Menu SUudure ® Healthy City Initiative ®Online Editor for Editing and Page Creation © Intranet (1 group) B Online Web Statistics (Only with CivicPlus Hosting) © Job Postings (1 Category) ®Page Wizard for Preformatted Page Options D News Flash ©Printer Friendty/Email this Page ® Notify Me Email Subscription ®Rotating Content ® Online Job Application (t Generic Application) ®Search Engine Registration ® Opinion Poll ®Site Layout Options ® Photo Gallery (50 Photos) ®Site Search & Entry Log ® Quidklinks B Web Page Upload Utility ® Request Tracker (5 Users) D Website Administrative Log ® Real Estate Locator (25 Properties) ®RSS ~ Staff Directory ®Slideshow © Where Do I... (1 File Upload) ®User/Group Permission with Author & Publisher Rights Module-U rades Eunctionali U rades • None • (3) initial website compositions, (1) final ..Gov't 2.0 U rades O Blog -Basic l7 Community Forum (Bulletin Board) ~ Facebook -Basic Profile Setup ~ ^D Share Twitter -Basic Profile setup Additional Services • Additional module upgrades may be purchased and activated at any time. Support Sr Warranty • CivicPlus will provide unlimited telephone support Monday-Friday, 7:00 am - 7:00 pm (Central Time) excluding holidays, for all trained City staff. Emergency Support is only provided on a 24/7/365 basis for emergency contacts named by the City. City is responsible for providing CivicPlus with contact updates. Consulting Services Agreement between City of Dublin and CivicPlus - Exhibit A Page 16 ( .r ~~ ~~ • Support includes providing technical support of the CivicPlus CMS System, application support (pages and modules), and maintenance of City's website. Following initial setup, additional page design, graphic design, user training, site modification, and custom programming may be contracted separately for an additional fee. • During the period of this agreement and subsequent renewals, CivicPlus warrants that it will, without additional charge to the City, immediately correct any problems or defects discovered in the System and reported to CivicPlus by the City, such warranty to include ongoing maintenance upgrades and technical error correction. • CivicPlus provides online website statistics software at no extra charge. If City desires to use another website statistic software, CivicPlus will provide the necessary log file access. Marketing • If applicable, City agrees to work with the CivicPlus Marketing Department to gather information and meet deadlines associated with website award contest entries throughout the term of this Agreement. City permits CivicPlus to include an example of the City's home page and a fink to the City's website on the CivicPlus corporate website. • City will cooperate with the CivicPlus Marketing Department to create a news item to be released in conjunction with their project Go-Live date. City will provide CivicPlus with contact information for local and regional media outlets. CivicPlus may use the press release in any marketing materials as desired throughout the term of this Agreement. • City will cooperate with the CivicPlus Marketing Department to create a case study related to their website. • City agrees to allow CivicPlus to display a "Powered by CivicPlus" insignia and web link at the bottom of their web pages. City understands that the pricing and any related discount structure provided under this Agreement assumes such perpetual permission. Intellectual Property, Ownership, ~ Content Responsibility • This Agreement is not a sale of the CivicPlus Content Management System (CMS) and its associated applications and modules (the Proprietary System). CivicPlus owns the Proprietary System and provides a right of use to the City during the period of this Agreement. Rights are non- transferable. • Upon full and complete payment of submitted invoices for the development of graphic designs, web content, page designs and banners ("Customer Content"), City will own the Customer Content that is incorporated into the Proprietary System in the course of using the Proprietary System. • Upon completion of the development of the site, City will assume full responsibility for Web site content maintenance and content administration. City, not CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Content. Consulting Services Agreement between City of Dublin and CivicPlus - Exhibit A Page 17 2,0 ~ ~3 City shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Proprietary System in any way; (ii) modify or make derivative works based upon the Proprietary System; (iii) create Intemet "links" to the Proprietary System or "frame" or "mirror" any functionality on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Proprietary System in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Proprietary System, or (c) copy any ideas, features, functions or graphics of the Proprietary System. • The CivicPlus name, the CivicPlus logo, and the product and module names associated with the . Proprietary System are trademarks of CivicPius, and no right or license is granted to use them. Consulting Services Agreement between City of Dublin and CivicPlus - Exhibit A Page 18 aiaa ~~ PROJECT SCHEDULE Project Details Optional Fee Fee Pre~mplementation Qptons - Onsite ~ckofF Meeting (Optional) • Project Kick-off meeting with departments Assign information gathering tasks. t id i f $3$OO o prov e overv ew o website project, Deliverable: A document summarizing the capabilities and introduction of effective meetings, along with analysis, and website communication. recommendations. Design information • One day meeting with website committee to gathered. discuss design goals and review audience . Quote includes all travel expenses. goals. • Discuss design and layout standards with website committee. Objective 1: Establishing Your Site's Focus - Phase 1: Analysis and Timeline Development • Identify custom modules and integration Establish project timeline. t $3Q~5 projec s. Coordinate the DNS details. • Phone interviews with departments and • Deliverable: Project Timeline and gather information. worksheets. • Review current site statistics, if they are available. Phase 2: Website Design • (3) initial website compositions, (1) final Modify design with input from City. • C t f i " $6200 rea e a pro ess onal and attractive look Determine customization of modules or and feel° for the entire website. custom development projects and provide • Create the layout for each page, estimates for project changes. incorporating photographs, graphic • Deliverable: Website Design Composition. illustrations, topic headings and dynamic com onents. - Phase 3: Navigation Airchitecture Development • Develop the global navigation and sub- Determine optimum taxonomy structure. navi ation i t t i ti ~ ~ 62O g , pers s en nav ga on, and Deliverable: Navigation structure optimized resource links for the City's website. for your website. Onsite Meeting for Individualized Content Planning (up to 12 departments) $6000 • 2 days of onsite meetings. Review functionality and how it applies to • Analysis of call log. individual sections. • Review assignments. Deliverable: Presentation on best practices, • Review individual section's navigation. review worksheet assignments and review • Identify services and needs of departments. design composite. • Demonstrate best website practices. Quote includes travel expenses. Phase 4: Modules and Site set-up • Setup dynamic elements on pages. Deliverable: Setup a fully functional site, the • Additi l l d b 326$ ona mo u es may e established software that runs the site, and statistical based upon recommendations in Phase 1. analysis for the site. Project Details Optional Fee Fee Objective 2:: Content Development and Page Layout Phase 5: Content Development Consulting Services Agreement between City of Dublin and CivicPius - Exhibit A Page 19 • Develop sitemap as pages are,developed. • Approximately 250 standard pages will be Add $1,450 per 50 $8 ~ ~~ • Gather content worksheets from your developed and transfer up to 1250 supporting addi[ronal pages departments and contact departments as elements. (You will have the ability to create needed for additional content. unlimited pages after training • Develop new web pages as needed with Ongoing review with your staff as major areas assistance from City and migrate existing are developed. content. Deliverable: Website content development and module content. - Phase 6: Test and Review lEstab(ish Future Expecfatiions • Make final revisions to website. Review ongoing responsibilities of department $2643 • Quality Assurance review of new website. heads and administrative staff. • Deliverable: List of items that need to be addressed. Objective 3: Equipping Your Staff for Successful Website Maintenance - Phase 7: Consulting and Training for Your Trainers or Website Administrator Basic Page Admin Training Basic Module Admin,Training 8 Use • Basic page development using Page Wizards • Slideshow and Images; Document Center; • Applying modules to pages News Flash; Staff Directory; Opinion Poll, • Applied use and usability consuRing Resource Directory; Calendar; FAOs; • Effective communication through your website QuidcLinks; RSS; Basic System Admin Training Advanced Module Admin, Training 8 Use • Set up groups and users • Archive Center, Notify Me, Intranet, • Establish permissions Emergency Alert Notification (Single Page Push) OnSite Training 4 eight-hour days of On-Site Training and Usability Consulting for $$$00 Content Administrators (up to 10 employees) Quote includes travel expenses Objective 4: Website Deployment - Phase 8: Go-Live and. Project Review • Launch site. Deliverable: Final project review report. ~~ 522 • Gather feedback from staff involved in ro~ect Content Fixes - this is a site review and dean-up; the Quality Control team will dean up the site, correcting Included any issues found in pages that were created by City staff. Phase 9: Marketing - • Registration of site with all major search engines. $250 Phase 1O:0ngoing Consultation - • Site review and consulting. Recommend site enhancements for improved Included • Layout, design and content recommendations. visitor interaction. Total Project Development Fee $45248 Consulting Services Agreement between City of Dublin and CivicPlus - Exhibit A Page 20 Support, Maintenance & Hosting Services Server Storage'Not To Exceed 18 GB ($4, 2Q9 Annual Value) Support, Maintenance- & Hosting lnc(udes: Hosting CivicPlus Application 8~ Support Modules Shared Web/SQL Server Install Service Patches for OS lam-7pm (Central), Monday-Friday DNS Consulting 8 Maintenance Upgrades (excluding holidays) Monitor Bandwidth-Router Traffic Fixes 24/7 Emergency Support Redundant ISP Improvements Dedicated Support Personnel Redundant Cooling Integration 2 hour response Natural Gas Powered Generator Testing Usability Improvements Daily Tape Backup Development Integrate New 8 Upgraded Services Intrusion Detection ii< Prevention Usage license Proactive support for updates 8 fixes Antivirus Protection Online Training Manuals Upgrade Hardware Monthly Newsletters Phone Consuttin 'Basic Redesign of Website Package Includes. • Redevelop banner ', • Up to 3 graphic buttons to promote special services • Redevelop navigation method (may choose top drop-down or other options) • Design setup ', • Print this page option • Email this page option • ereadcrumbs • Sitemap • Redevelop graphic elements of website (Newsflash, FAOs, Calendar, etc.) • Project Management • Testing ', • Review • Migrate content "As Is" This is a one-time migration of everything on your existing site to your newly redesigned site. Everything created in your new site will be deleted, so it is very important to do this method first before adding new pages to your new site. t;onsulting Services Agreement between City of Dublin and CivicPlus - Exhibit A Page 21