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HomeMy WebLinkAbout2020 CON Granicus LLC - Website Content Management System - City Website UpgradeDocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA "LD LO-5 0 AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND GRANICUS, LLC THIS AGREEMENT is entered into on this 1st day of September, 2020, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and GRANICUS, LLC, a limited liability company (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide GovAccess Innovator level website design, implementation, maintenance and support services. WHEREAS, the CITY has determined that the CONSULTANT is a Web Services Integrator and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to provide GovAccess Innovator level website design, implementation, maintenance and support, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on September 1, 2020. The duration of this Agreement is for the period of September 1, 2020 through August 31, 2025. Completion dates or time durations for specific portions of the project are set forth in Exhibit "A". This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. The Parties may exercise up to three one-year extensions. Any extension of this Agreement must be approved in writing by the City Manager. 3. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit "A" The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONSULTANT shall appear at meetings specified in Exhibit "A" to keep staff and City Council advised of the progress on the project. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. Lauren Maxilom hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Thomas Raville thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on billings covering actual work performed as outlined in Exhibit A. The total cost for all work described in Exhibit "A" shall not exceed $112,856, The compensation for the CONSULTANT'S work shall not exceed the rates set forth in Exhibit "A". Invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the CITY or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT solely and exclusively for this project, whether paper or electronic, shall: (1) be free from defects; (2) become the property of the CITY for use with respect to this project; and (3) shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared solely and exclusively under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. Standard Agreement Page 2 of 12 City of National City and Revised May 2019 Granicus, LLC DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement, nor any interest herein, may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY, nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as set forth in this Agreement. The CONSULTANT, or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY. The CONSULTANT and its agents, servants, and employees are wholly independent from the CITY and CONSULTANT'S obligations to the CITY are solely prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. CONSULTANT must promptly produce a copy of any such license, permit, or approval to CITY upon request. The CONSULTANT represents and Standard Agreement Page 3 of 12 Revised May 2019 Granicus, LLC City of National City and DocuSign Envelope ID. 65AD955A-CBOB-4C04-A52C-DF9884FE87AA covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -section will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not Standard Agreement Page 4 of 12 Revised May 2019 Granicus, LLC City of National City and DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 15. INDEMNIFICATION AND HOLD HARMLESS. To the maximum extent provided by law, The CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting directly from the CONSULTANT'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY, its agents, officers, employees or volunteers. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. EMPLOYEE PAYMENTS AND INDEMNIFICATION. 16.1 PERS Eligibility Indemnification. If CONTRACTOR's employee(s) providing services under this Agreement claims, or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS of the CITY, CONTRACTOR shall indemnify, defend, and hold harmless CITY for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions which would otherwise be the responsibility of the CITY. CONTRACTOR'S employees providing service under this Agreement shall not: (1) qualify for any compensation and benefit under PERS; (2) be entitled to any benefits under PERS; (3) enroll in PERS as an employee of CITY; (4) receive any employer contributions paid by CITY for PERS benefits; or (5) be entitled to any other PERS-related benefit that would accrue to a CITY employee. CONTRACTOR's employees hereby waive any claims to benefits or compensation described in this Section 16. This Section 16 applies to CONTRACTOR Standard Agreement Page 5 of 12 City of National City and Revised May 2019 Granicus, LLC DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary. 16.2 Limitation of Liability. The payment made to CONTRACTOR under this Agreement shall be the full and complete compensation to which CONTRACTOR and CONTRACTOR's officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither CONTRACTOR nor CONTRACTOR's officers, employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to CITY employees. The CITY will not make any federal or state tax withholdings on behalf of CONTRACTOR. The CITY shall not be required to pay any workers' compensation insurance on behalf of CONTRACTOR. In no instance shall CONTRACTOR'S liability to the CITY under this Contract exceed two (2) times the total amounts the CITY pays for the CONTRACTOR's goods and services. 16.3 Indemnification for Employee Payments. CONTRACTOR agrees to defend and indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to PERS, social security, salary or wages, overtime payment, or workers' compensation payment which the CITY may be required to make on behalf of (1) CONTRACTOR, (2) any employee of CONTRACTOR, or (3) any employee of CONTRACTOR construed to be an employee of the CITY, for work performed under this Agreement. This is a continuing obligation that survives the termination of this Agreement. 17. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 18. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following insurance policies: A. ❑ If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include non -owned, and hired vehicles. The policy shall include the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property Standard Agreement Page 6 of 12 Revised May 2019 Granicus, LLC City of National City and DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA damage arising out of its operations, work, or performance under this Agreement. The policy shall include the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. Technology Professional Liability (Errors and Omissions) in an amount of at least $1,000,000.00 per occurrence. F. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. CONSULTANT shall provide thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change of any policies. G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. H. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 I. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent List of Approved Surplus Line Insurers ("LASLI") and otherwise meet rating requirements. J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all insurance policies required by this Section 18 in full force and effect at all times during the term of this Agreement, the CITY may treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. K. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance Standard Agreement Revised May 2019 Page 7 of 12 City of National City and Granicus, LLC DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA requirements of this Section 18, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. L. If the CONSULTANT maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY shall be entitled to the broader coverage or higher limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 19. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY or CONSULTANT. Termination without cause shall be effective only upon 90-day's written notice to the other party. During said 90-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated upon 60-day's prior written notice by either party to the other for cause in the event of a material breach of this Agreement, misrepresentation in connection with the formation of this Agreement or the performance of services, or the failure to perform services. During said 60-day period, the non -terminating party may seek to cure the breach, and if the breach remains uncured at the end of the 60-day period, the Agreement may be terminated. C. Termination with or without cause shall be effected by delivery of written Notice of Termination as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT specifically and exclusively pursuant to this Agreement, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or Standard Agreement Page 8 of 12 Revised May 2019 Granicus, LLC City of National City and DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Lauren Maxilom Management Analyst II City Manager's Office City of National City 1243 National City Boulevard National City, CA 91950-4397 To CONSULTANT: Thomas Raville Account Manager Granicus 1999 Broadway, Suite 3600 Denver, Colorado 80202 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Standard Agreement Page 9 of 12 Revised May 2019 Granicus, LLC City ofNational City and DocuSign Envelope ID 65AD955A-CBOB-4C04-A52C-DF9884FE87AA Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Section 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720, 1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. ADMINISTRATIVE PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits, schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Assignment & Assumption of Rights. CONSULTANT shall not assign this Agreement, in whole or in part, to any other party without first obtaining the written consent of CITY. Notwithstanding the foregoing, CONSULTANT may assign its rights under this Agreement in full, without the CITY's prior written consent, in the event of any successor or assign that has acquired all, or substantially all, of the CONSULTANT'S business by means of a merger, acquisition, stock purchase, asset purchase, or otherwise. H. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. I. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue for any legal action arising under Standard Agreement Page 10 of 12 Revised May 2019 Granicus, LLC City of National City and DocuSign Envelope ID. 65AD955A-CBOB-4C04-A52C-DF9884FE87AA this Agreement shall be in either state or federal court in the County of San Diego, State of California. J. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. K. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. L. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. M. Subcontractors or Subconsultants. The CITY is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subconsultant(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 18 and the indemnification and hold harmless provision of Section 15 of this Agreement. N. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. [END OF AGREEMENT — SIGNATURES APPEAR ON NEXT PAGE] IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY By: Alejandra So , Mayor Standard Agreement GRANICUS, LLC (Partr,erh P or vote proprietor,•h.p — o^e signar,r a ,—DocuSigned by: BY: kart tk-iittiLS (ZA8341 A0452_. Page 11 of 12 Revised May 2019 Granicus, LLC City of National City and DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney By: By: Standard Agreement Page 12 of 12 Revised May 2019 Granicus, LLC Mark Hynes (Print) Chief Executive Officer (Title) DocuSigned by: ( Pam )6A33B9B4B41A... Dawn Kubat (Print) Vice President of Legal (Title) City of National City and DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA v GRANICUS EXHIBIT A Exhibit A: Granicus Proposal for National City, CA Granicus Contact Name: Thomas Raville Phone: 415-408-7931 Email: thomas.raville@granicus.com Proposal Details Quote Number: Q-96152 Prepared On: 7/17/2020 Valid Through: 8/31/2020 Pricing Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Currency: USD Period of Performance: The term of this Agreement will begin on 9/1/2020 and continue for 60 months thereafter. One -Time Fees Solution govAccess - Website Design and Implementation - Innovator Site Improvement Credit Content Migration of Accessible Pages - Up to 50 Pages Content Strategy and Website Accessibility Training Billing Frequency Milestones - 40/ 20/20/20 Up Front Milestones - 40/ 20/20/20 Upon Delivery Quantity/Unit One -Time Fee 1 Each 60 Each 1 Each 1 Each $18,600.00 -$6,600.00 $1,825.00 $5,000.00 SUBTOTAL: $18,825.00 nfo@granicus.com 1 granicus.com GRAN ICU DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA L7 GRAN ICUS EXHIBIT A Existing Subscriptions Solution govAccess - Maintenance, Hosting, & Licensing Fee - Core govAccess for Intranet Remaining Period(s) Billing Frequency Annual Annual Quantity/Unit Annual Fee 1 Each $9,261.00 1 Each $7,756.09 Solution(s) 9/1/2021-8/31/2022 9/1/2022-8/31/2023 9/1/2023-8/31/2024 9/1/2024-8/31/2025 govAccess - Maintenance, Hosting, & $9,724.05 Licensing Fee - Core govAccess for Intranet SUBTOTAL: $8,143.89 $17,867.94 $10,210.25 $10,720.77 $11,256.80 $8,551.09 $8,978.64 $9,427.57 $18,761.34 $19,699.41 $20,684.38 nfo@granicus.com I granicus.com GRAN ICU DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA KG1RANICUS EXHIBIT A Product Descriptions Name govAccess - The govAccess Maintenance, Hosting, and Licensing plan is designed to equip the client with Maintenance, the technology, expertise and training to keep the client's website relevant and effective over Hosting, & Licensing time. Fee - Core govAccess for Intranet Description Services include the following: • Ongoing software updates • Unlimited technical support (6:00 AM - 6:00 PM PT, Monday - Friday) • Access to training webinars and on -demand video library • Access to best practice webinars and resources • Annual health check with research -based recommendations for website optimization • DDoS mitigation • Disaster recovery with 90-minute failover (RTO) and 15-minute data replication (RPO) govAccess Maintenance and Licensing includes the following for Intranet website(s) covered by the subscription: • Monthly software updates • Unlimited technical support (6:00 AM - 6:00 PM PT, Monday - Friday) • Access to training webinars and on -demand video library • Access to best practice webinars and resources • Annual health check with research -based recommendations for website optimization • The Intranet must be hosted on the client's server according to Granicus' specifications. nfo@granicus.com granicus.com GRAN ICU DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA GRAN ICUS EXHIBIT A Product Descriptions Name govAccess - Website Design and Implementation - Innovator Description govAccess Website Design and Implementation - Innovator provides a citizen focused website and includes: UX consultation, which may include one (1) or more of the following: 1. One (1) site analytics report 2. One (1) heatmap analysis 3. One (1) internal stakeholder survey • Semi -custom homepage wireframe • Fully responsive design • Custom mobile homepage or standard mobile responsive homepage • Video background or standard rotating !image carousel (switchable at any time) • One (1) specialty alternate homepage - Choose from Granicus' library that includes emergencies, election night, special events One (1) customer experience feature - Choose from Granicus' library that includes service finder or data visualization banner • Programming/CMS implementation • Migrate up to 200 webpages • Five (5) forms converted into the new CMS • One (1) day of web -based training Site Improvement Site Improvement Credits may only be used towards the cost of govAccess site improvement Credit projects. Site Improvement Credits are non-refundable and may not be redeemed as partial credits. Site Improvement Credits are redeemed as of the date of signature of this document. Content Migration of Includes the migration of up to 50 pages of content. Migrated content will comply with WCAG Accessible Pages - Up 2.0 AA. to 50 Pages nfo@granicus.com granicus.com GRANICU DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA J GRAN ICUS EXHIBIT A Product Descriptions Name Content Strategy and Website Accessibility Training Description The Content Strategy and Website Accessibility Training is a one -day class that will enable up to 30 staff members to write content for the Web that is appropriate and accessible for the client's site visitors. The training includes: • One (1) day of on -site training • Content strategy and plain language writing for the Web • Training customized for the client, including group exercises updating the client's content and web accessibility standards designed for content editors that include what the standards are, why they are important, and how to create compliant content • Content development and migration best practices guide • Website content best practices guide • Website persona exercise materials • Communicating with your audience exercise materials • Task process evaluation exercise materials • Writing for the Web textbook nfo@granicus.com I granicus.com GRANICU DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA GRAN ICUS EXHIBIT A Terms and Conditions • Upon 9/1/2020, this Agreement shall supersede and replace any previous agreement between the parties for the Existing Subscriptions. All such prior agreements between the parties are hereby void and of no force and effect. • This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of National City, CA to provide applicable exemption certificate(s). • Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription. • If submitting a Purchase Order, please include the following language: All pricing, terms and conditions of quote Q-96152 dated 7/17/2020 are incorporated into this Purchase Order by reference. • Billing Frequency Notes (Milestones - 40/20/20/20): • An initial payment equal to 40% of the total; • A payment equal to 20% of the total upon Granicus' delivery of the draft homepage design concepts to the Client; • A payment equal to 20% of the total upon implementation of the main website into the VCMS on a Granicus-hosted development server; and • A payment equal to 20% of the total upon completion; provided, however that the Client has completed training. If the Client has not completed training, then Granicus shall invoice the Client at the earlier of: completion of training or 21 days after completion. • Granicus certifies that it will not sell, retain, use, or disclose any personal information provided by Client for any purpose other than the specific purpose of performing the services outlined within this Agreement. • Link to Terms: https://granicus.com/pdfs/Master Subscription Agreement.pdf nfo@granicus.com I granicus.com G R A N I C U DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA !� GRANICUS EXHIBIT A Product Descriptions Name govAccess - Website Design and Implementation - Innovator Site Improvement Credit Content Migration of Accessible Pages - Up to 50 Pages Description govAccess Website Design and Implementation - Innovator provides a citizen focused website and includes: • UX consultation, which may include one (1) or more of the following: 1. One (1) site analytics report 2. One (1) heatmap analysis 3. One (1) internal stakeholder survey • Semi -custom homepage wireframe • Fully responsive design • Custom mobile homepage or standard mobile responsive homepage • Video background or standard rotating !image carousel (switchable at any time) • One (1) specialty alternate homepage - Choose from Granicus' library that includes emergencies, election night, special events • One (1) customer experience feature - Choose from Granicus' library that includes service finder or data visualization banner • Programming/CMS implementation • Migrate up to 200 webpages • Five (5) forms converted into the new CMS • One (1) day of web -based training Site Improvement Credits may only be used towards the cost of govAccess site improvement projects. Site Improvement Credits are non-refundable and may not be redeemed as partial credits. Site Improvement Credits are redeemed as of the date of signature of this document. Includes the migration of up to 50 pages of content. Migrated content will comply with WCAG 2.0AA. nfo@granicus.com granicus.com GR A N I CU • 65AD955A-CBOB-4C04-A52C-DF9884FE87AA kr.-3_1 GRAN ICUS Product Descriptions Name Description govAccess - The govAccess Maintenance, Hosting, and Licensing plan is designed to equip the client with Maintenance, the technology, expertise and training to keep the client's website relevant and effective over Hosting, & Licensing time. Fee - Core govAccess for Intranet Services include the following: • Ongoing software updates • Unlimited technical support (6:00 AM - 6:00 PM PT, Monday - Friday) • Access to training webinars and on -demand video library • Access to best practice webinars and resources • Annual health check with research -based recommendations for website optimization • DDoS mitigation • Disaster recovery with 90-minute failover (RTO) and 15-minute data replication (RPO) govAccess Maintenance and Licensing includes the following for Intranet website(s) covered by the subscription: • Monthly software updates • Unlimited technical support (6:00 AM - 6:00 PM PT, Monday - Friday) • Access to training webinars and on -demand video library • Access to best practice webinars and resources • Annual health check with research -based recommendations for website optimization • The Intranet must be hosted on the client's server according to Granicus' specifications. DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA \ GRANICUS EXHIBITA Existing Subscriptions Solution govAccess - Maintenance, Hosting, & Licensing Fee - Core govAccess for Intranet Remaining Period(s) Solution(s) govAccess - Maintenance, Hosting, & Licensing Fee - Core govAccess for Intranet SUBTOTAL: Billing Frequency Annual Annual Quantity/Unit Annual Fee 1 Each $9,261.00 1 Each $7,756.09 9/1/2021-8/31/2022 9/1/2022-8/31/2023 9/1/2023-8/31/2024 9/1/2024-8/31/2025 $9,724.05 $8,143.89 $17,867.94 $10, 210.2 5 $8,551.09 $18,761.34 $10,720.77 $8,978.64 $19,699.41 $11,256.80 $9,427.57 $20,684.38 nfo@granicus.com I granicus.com GRANICU DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA GRAN ICUS EXHIBIT A Exhibit A: Granicus Proposal for National City, CA Granicus Contact Name: Thomas Raville Phone: 415-408-7931 Email: thomas.raville@granicus.com Proposal Details Quote Number: Q-96152 Prepared On: 7/17/2020 Valid Through: 8/31/2020 Pricing Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Currency: USD Period of Performance: The term of this Agreement will begin on 9/1/2020 and continue for 60 months thereafter. One -Time Fees Solution govAccess - Website Design and Implementation - Innovator Site Improvement Credit Content Migration of Accessible Pages - Up to 50 Pages Content Strategy and Website Accessibility Training Billing Frequency Milestones - 40/ 20/20/20 Up Front Milestones - 40/ 20/20/20 Upon Delivery Quantity/Unit One -Time Fee $18, 600.00 60 Each -$6,600.00 1 Each $1,825.00 1 Each $5,000.00 SUBTOTAL: $18,825.00 1 Each nfo@granicus.com I granicus.com GRANICU RESOLUTION NO. 2020 — 169 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY WAIVING THE BID PROCESS PURSUANT TO SECTION 2.60.260 OF THE NATIONAL CITY MUNICIPAL CODE AND AUTHORIZING THE MAYOR TO EXECUTE A FIVE YEAR AGREEMENT WITH GRANICUS, LLC IN THE TOTAL NOT -TO -EXCEED AMOUNT OF $112,856.00 TO UPGRADE AND SUPPORT GRANICUS WEBSITE CONTENT MANAGEMENT SYSTEM WHEREAS, in 2016, the City of National City Executed a Five-year contract with Vison Internet to upgrade and host its website and VisionLive Content Management System; and WHEREAS, in 2018 Vision Internet was acquired by Granicus, LLC and the VisionLive Content Management System was integrated into the Granicus GovAccess Platform; and WHEREAS, the integration allowed the Content Management System to maintain the same look and feel, which is critical after any upgrade because it mitigates the amount of time needed to learn a new system to manage the website; and WHEREAS, the proposed upgrade will implement the Innovator option of the Granicus GovAccess Platform that will provide a modernized web architecture that meets the interactive and adaptability requirements of modern mobile devices and applications used by the public to access City services and information via the web; and WHEREAS, Section 2.60.260 of the National City Municipal Code provides that the City may buy directly from a vendor at a price established through competitive bidding by another public agency whose procedures have been determined to be in substantial compliance with the City's procurement procedures, and such a determination has been made in this case, therefore, it is recommended that the purchase be made without complying with the competitive bidding procedure set forth in the Municipal Code; and WHEREAS, City staff recommends that the City Council waive the formal bidding requirements as allowed in the Chapter 2.60.220 (d) of the Municipal Code and award the contract to Granicus, LLC to upgrade the website and Content Management System. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby waives the bid process pursuant to section 2.60.260 of the National City Municipal Code and authorizes the Mayor to execute a five (5) year Agreement with Granicus, LLC in the total not -to -exceed amount of $112,856.00 to upgrade and support Granicus Website Content Management System. PASSED and ADOPTED this 1st day of September 2020. Iejand a So elo- :gs, Mayor ATTEST: APPROVED AS TO FORM: Mor is Jones, City"Attorne Passed and adopted by the Council of the City of National City, California, on September 1, 2020 by the following vote, to -wit: Ayes: Councilmembers Morrison, Quintero, Rios, Sotelo-Solis. Nays: None. Absent: Cano. Abstain: None. AUTHENTICATED BY: ALEJANDRA SOTELO-SOLIS BY: Mayor of the City of National City, California MICHAEL R. DALLA City Clerk of the City of National City, California Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2020-169 of the City of National City, California, passed and adopted by the Council of said City on September 1, 2020. AIA City Clerk of the City of Nanal City, California By: Deputy CZoww-53 CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT IEETING DATE: September 1, 2020 AGENDA ITEM NO. 10 ITEM TITLE: Resolution of the City Council of the City of National City waiving the bid process pursuant to section 2.60.260 of the National City Municipal Code and authorizing the Mayor to execute a five year agreement with Granicus, LLC in the total not -to -exceed amount of $112,856.00 to upgrade and support Granicus Website Content Management System. PREPARED BY: Ron Williams �.✓ DEPARTMENT: City ffice PHONE: 619-336-4373 APPROVED BY: EXPLANATION: The City of National City's website is due for a site improvement upgrade. The proposed upgrade option (Innovator) will provide improved mobile device responsiveness and a more user-friendly web experience. The proposed upgrade will also provide additional functionality in the content management system while maintaining the consistent look and feel of the GovAccess Platform. This will greatly reduce the learning curve for staff responsible for maintaining departmental webpages. The current website pages will be migrated and checked to ensure compliance with the latest web accessibility standards. The five year costs for the upgrade, licensing and support are itemized in Attachment 1. FINANCIAL STATEMENT: APPROVED: �-07,v,! , Finance ACCOUNRO. APPROVED: Project is budgeted in account 629-403-082-299-0000 ENVIRONMENTAL REVIEW: This project is not subject to environmental review. ORDINANCE: INTRODUCTION: FINAL ADOPTION: IT STAFF RECOMMENDATION: Staff recommends Council waive the formal bidding requirements as allowed in Chapter 2.60.220(d) of the Municipal Code, and award the contract to Granicus, LLC. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: Attachment 1: Background Attachment 2: Contract National City Website Upgrade Background In 2016, the City of National City executed a five-year contract with Vision Internet to upgrade and host its website and VisionLive Content Management System (Application used to edit and create webpages). The upgrade provided the City of National City with improved website capabilities which facilitated more efficient interaction with the public and management of website content. In 2018 Vision Internet was acquired by Granicus, LLC. The VisionLive Content Management System was integrated into the Granicus GovAccess Platform. The integration allowed the content management system to maintain the same "look and feel". This is critical after any upgrade because it mitigates the amount of time needed to learn a new system to manage the website. The proposed upgrade will implement the Innovator option of the Granicus GovAccess Platform. This will provide a modernized web architecture that meets the interactive and adaptability requirements of modern mobile devices and applications used by the public to access City services and information via the web. Costs The following costs are proposed by Granicus, LLC to implement the Innovator upgrade option, annual licensing and support for five years. Year Services Credit Total 1 Licensing/Support ($17,017.09) Innovator Upgrade Option ($25, 425.00) Site Improvement credit -$6,600 $35,842.09 2 GovAccess Licensing/Support ($17, 86 7.94) $17,867.94 3 GovAccess Licensing/Support ($18,761.34) $18,761.34 4 GovAccess Licensing/Support ($19,699.41) $19,699.41 5 GovAccess Licensing/Support ($20, 684.38) $20,684.38 $112,855.16 Staff Recommendation Staff recommends Council waive the formal bidding requirements as allowed in Chapter 2.60.220(d) of the Municipal Code, and award the contract to Granicus, LLC to upgrade the website and content management system. DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND GRANICUS, LLC THIS AGREEMENT is entered into on this lst day of September, 2020, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and GRANICUS, LLC, a limited liability company (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide GovAccess Innovator level website design, implementation, maintenance and support services. WHEREAS, the CITY has determined that the CONSULTANT is a Web Services Integrator and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to provide GovAccess Innovator level website design, implementation, maintenance and support, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on September 1, 2020. The duration of this Agreement is for the period of September 1, 2020 through August 31, 2025. Completion dates or time durations for specific portions of the project are set forth in Exhibit "A". This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. The Parties may exercise up to three one-year extensions. Any extension of this Agreement must be approved in writing by the City Manager. 3. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit "A" The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONSULTANT shall appear at meetings specified in Exhibit "A" to keep staff and City Council advised of the progress on the project. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. Lauren Maxilom hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Thomas Raville thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on billings covering actual work performed as outlined in Exhibit A. The total cost for all work described in Exhibit "A" shall not exceed $112,856, The compensation for the CONSULTANT'S work shall not exceed the rates set forth in Exhibit "A". Invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the CITY or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT solely and exclusively for this project, whether paper or electronic, shall: (1) be free from defects; (2) become the property of the CITY for use with respect to this project; and (3) shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared solely and exclusively under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. Standard Agreement Page 2 of 12 Revised May 2019 Granicus, LLC City of National City and DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY' S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreementcontemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement, nor any interest herein, may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY, nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as set forth in this Agreement. The CONSULTANT, or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY. The CONSULTANT and its agents, servants, and employees are wholly independent from the CITY and CONSULTANT'S obligations to the CITY are solely prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. CONSULTANT must promptly produce a copy of any such license, permit, or approval to CITY upon request. The CONSULTANT represents and Standard Agreement Page 3 of 12 City of National City and Revised May 2019 Granicus, LLC DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -section will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not Standard Agreement Page 4 of 12 City of National City and Revised May 2019 Granicus, LLC DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 15. INDEMNIFICATION AND HOLD HARMLESS. To the maximum extent provided by law, The CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting directly from the CONSULTANT'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY, its agents, officers, employees or volunteers. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. EMPLOYEE PAYMENTS AND INDEMNIFICATION. 16.1 PERS Eligibility Indemnification. If CONTRACTOR's employee(s) providing services under this Agreement claims, or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS of the CITY, CONTRACTOR shall indemnify, defend, and hold harmless CITY for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions which would otherwise be the responsibility of the CITY. CONTRACTOR'S employees providing service under this Agreement shall not: (1) qualify for any compensation and benefit under PERS; (2) be entitled to any benefits under PERS; (3) enroll in PERS as an employee of CITY; (4) receive any employer contributions paid by CITY for PERS benefits; or (5) be entitled to any other PERS-related benefit that would accrue to a CITY employee. CONTRACTOR's employees hereby waive any claims to benefits or compensation described in this Section 16. This Section 16 applies to CONTRACTOR Standard Agreement Page 5 of 12 City of National City and Revised May 2019 Granicus, LLC DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary. 16.2 Limitation of Liability. The payment made to CONTRACTOR under this Agreement shall be the full and complete compensation to which CONTRACTOR and CONTRACTOR's officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither CONTRACTOR nor CONTRACTOR's officers, employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to CITY employees. The CITY will not make any federal or state tax withholdings on behalf of CONTRACTOR. The CITY shall not be required to pay any workers' compensation insurance on behalf of CONTRACTOR. In no instance shall CONTRACTOR'S liability to the CITY under this Contract exceed two (2) times the total amounts the CITY pays for the CONTRACTOR's goods and services. 16.3 Indemnification for Employee Payments. CONTRACTOR agrees to defend and indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to PERS, social security, salary or wages, overtime payment, or workers' compensation payment which the CITY may be required to make on behalf of (1) CONTRACTOR, (2) any employee of CONTRACTOR, or (3) any employee of CONTRACTOR construed to be an employee of the CITY, for work performed under this Agreement. This is a continuing obligation that survives the termination of this Agreement. 17. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 18. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following insurance policies: A. ❑ If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include non -owned, and hired vehicles. The policy shall include the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property Standard Agreement Page 6 of 12 City of National City and Revised May 2019 Granicus, LLC DocuSign Envelope ID. 65AD955A-CBOB-4C04-A52C-DF9884FE87AA damage arising out of its operations, work, or performance under this Agreement. The policy shall include the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. Technology Professional Liability (Errors and Omissions) in an amount of at least $1,000,000.00 per occurrence. F. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. CONSULTANT shall provide thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change of any policies. G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. H. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 I. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CITY' S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent List of Approved Surplus Line Insurers ("LASLI") and otherwise meet rating requirements. J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all insurance policies required by this Section 18 in full force and effect at all times during the term of this Agreement, the CITY may treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. K. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance Standard Agreement Page 7 of 12 Revised May 2019 Granicus, LLC City of National City and DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA requirements of this Section 18, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. L. If the CONSULTANT maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY shall be entitled to the broader coverage or higher limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 19. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY or CONSULTANT. Termination without cause shall be effective only upon 90-day's written notice to the other party. During said 90-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated upon 60-day's prior written notice by either party to the other for cause in the event of a material breach of this Agreement, misrepresentation in connection with the formation of this Agreement or the performance of services, or the failure to perform services. During said 60-day period, the non -terminating party may seek to cure the breach, and if the breach remains uncured at the end of the 60-day period, the Agreement may be terminated. C. Termination with or without cause shall be effected by delivery of written Notice of Termination as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT specifically and exclusively pursuant to this Agreement, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or Standard Agreement Page 8 of 12 Revised May 2019 Granicus, LLC City of National City and DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Lauren Maxilom Management Analyst II City Manager's Office City of National City 1243 National City Boulevard National City, CA 91950-4397 To CONSULTANT: Thomas Raville Account Manager Granicus 1999 Broadway, Suite 3600 Denver, Colorado 80202 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Standard Agreement Page 9 of 12 Revised May 2019 Granicus, LLC City of National City and DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Section 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720, 1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. ADMINISTRATIVE PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits, schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Assignment & Assumption of Rights. CONSULTANT shall not assign this Agreement, in whole or in part, to any other party without first obtaining the written consent of CITY. Notwithstanding the foregoing, CONSULTANT may assign its rights under this Agreement in full, without the CITY's prior written consent, in the event of any successor or assign that has acquired all, or substantially all, of the CONSULTANT'S business by means of a merger, acquisition, stock purchase, asset purchase, or otherwise. H. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. I. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue for any legal action arising under Standard Agreement Page 10 of 12 City of National City and Revised May 2019 Granicus, LLC DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA this Agreement shall be in either state or federal court in the County of San Diego, State of California. J. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. K. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. L. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. M. Subcontractors or Subconsultants. The CITY is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subconsultant(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 18 and the indemnification and hold harmless provision of Section 15 of this Agreement. N. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. [END OF AGREEMENT — SIGNATURES APPEAR ON NEXT PAGE] IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY By: Alejandra Sotelo Solis, Mayor GRANICUS, LLC (Partners' p or Seteprepri"t"rsbip — on, c•igna'v ) —DoeuSigned by: By: it4aY% (llutt.S N%f A8341 0452... Standard Agreement Page 11 of 12 Revised May 2019 Granicus, LLC City of National City and DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney By: By: Mark Hynes (Print) Chief Executive Officer (Title) ,-DocuSigned by: 7�r�NVo.wt ("4i t flt )6A33B9B4B41 A_ Dawn Kubat Nicole Pedone (Print) Senior Assistant City Attorney Vice President of Legal (Title) Standard Agreement Page 12 of 12 City of National City and Revised May 2019 Granicus, LLC DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA �GRANICUS EXHIBIT A Exhibit A: Granicus Proposal for National City, CA Granicus Contact Name: Thomas Raville Phone: 415-408-7931 Email: thomas.raville@granicus.com Proposal Details Quote Number: Q-96152 Prepared On: 7/17/2020 Valid Through: 8/31/2020 Pricing Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Currency: USD Period of Performance: The term of this Agreement will begin on 9/1/2020 and continue for 60 months thereafter. One -Time Fees Billing Solution Frequency govAccess - Website Design and Implementation - Innovator Milestones 40/ 1 Each 20/20/20 Site Improvement Credit Up Front 60 Each Content Migration of Accessible Pages - Up to 50 Pages Milestones 40/ 1 Each 20/20/20 Quantity/Unit One -Time Fee $18,600.00 -$6,600.00 $1,825.00 Content Strategy and Website Accessibility Training Upon Delivery 1 Each $5,000.00 SUBTOTAL: $18,825.00 nfo@granicus.com I granicus.com GRANICU DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA GRAN ICU S EXHIBIT A Existing Subscriptions Solution govAccess - Maintenance, Hosting, & Licensing Fee - Core govAccess for lntranet Remaining Period(s) Solution(s) govAccess - Maintenance, Hosting, & Licensing Fee - Core Billing Frequency Annual Annual Quantity/Unit Annual Fee 1 Each $9,261.00 1 Each $7,756.09 9/1/2021-8/31/2022 9/1/2022-8/31/2023 9/1/2023-8/31/2024 9/1/2024-8/31/2025 $9,724.05 $10,210.25 $10,720.77 $11,256.80 govAccess for Intranet $8,143.89 $8,551.09 $8,978.64 $9,427.57 SUBTOTAL: $17,867.94 $18,761.34 $19,699.41 $20,684.38 nfo@granicus.com I granicus.com GRANICU• DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA • GRAN ICUS EXHIBIT A Product Descriptions Name govAccess - The govAccess Maintenance, Hosting, and Licensing plan is designed to equip the client with Maintenance, the technology, expertise and training to keep the client's website relevant and effective over Hosting, & Licensing time. Fee - Core govAccess for Intranet Description Services include the following: Ongoing software updates • Unlimited technical support (6:00 AM - 6:00 PM PT, Monday Friday) • Access to training webinars and on -demand video library • Access to best practice webinars and resources • Annual health check with research -based recommendations for website optimization • DDoS mitigation • Disaster recovery with 90-minute failover (RTO) and 15-minute data replication (RPO) govAccess Maintenance and Licensing includes the following for Intranet website(s) covered by the subscription: • Monthly software updates • Unlimited technical support (6:00 AM - 6:00 PM PT, Monday - Friday) • Access to training webinars and on -demand video library • Access to best practice webinars and resources • Annual health check with research -based recommendations for website optimization • The Intranet must be hosted on the client's server according to Granicus' specifications. nfo@granicus.corn. granicus.com GR A N I CU DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA GRAN ICUS EXHIBIT A Product Descriptions Name govAccess - Website Design and Implementation - Innovator Site Improvement Credit Content Migration of Accessible Pages - Up to 50 Pages Description govAccess Website Design and Implementation - Innovator provides a citizen focused Website and includes: UX consultation, which may include one (1) or more of the following: 1. One (1) site analytics report 2. One (1) heatmap analysis 3. One (1) internal stakeholder survey • Semi -custom homepage wireframe • Fully responsive design • Custom mobile homepage or standard mobile responsive homepage • Video background or standard rotating !image carousel (switchable at any time) • One (1) specialty alternate homepage - Choose from Granicus' library that includes emergencies, election night, special events • One (1) customer experience feature - Choose from Granicus' library that includes service finder or data visualization banner • Programming/CMS implementation • Migrate up to 200 webpages • Five (5) forms converted into the new CMS • One (1) day of web -based training Site Improvement Credits may only be used towards the cost of govAccess site improvement projects. Site Improvement Credits are non-refundable and may not be redeemed as partial credits. Site Improvement Credits are redeemed as of the date of signature of this document. Includes the migration of up to 50 pages of content. Migrated content will comply with WCAG 2.0 AA. nfo@granicus.com I granicus.com GRAN ICU• DocuSign Envelope ID: 65AD955A-CB0B-4C04-A52C-DF9884FE87AA GRANICUS EXHIBIT A Product Descriptions Name Content Strategy and Website Accessibility Training Description The Content Strategy and Website Accessibility Training is a one -day class that will enable up to 30 staff members to write content for the Web that is appropriate and accessible for the client's site visitors. The training includes: • One (1) day of on -site training • Content strategy and plain language writing for the Web • Training customized for the client, including group exercises updating the client's content and web accessibility standards designed for content editors that include what the standards are, why they are important, and how to create compliant content • Content development and migration best practices guide • Website content best practices guide • Website persona exercise materials • Communicating with your audience exercise materials • Task process evaluation exercise materials • Writing for the Web textbook nfo@granicus.com I granicus.com GRANICU DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA (-1GRANICUS EXHIBIT A Terms and Conditions • Upon 9/1/2020, this Agreement shall supersede and replace any previous agreement between the parties for the Existing Subscriptions. All such prior agreements between the parties are hereby void and of no force and effect. • This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of National City, CA to provide applicable exemption certificate(s). • Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription. • If submitting a Purchase Order, please include the following language: All pricing, terms and conditions of quote Q-96152 dated 7/17/2020 are incorporated into this Purchase Order by reference. • Billing Frequency Notes (Milestones - 40/20/20/20): • An initial payment equal to 40% of the total; • A payment equal to 20% of the total upon Granicus' delivery of the draft homepage design concepts to the Client; • A payment equal to 20% of the total upon implementation of the main website into the VCMS on a Granicus-hosted development server; and • A payment equal to 20% of the total upon completion; provided, however that the Client has completed training. If the Client has not completed training, then Granicus shall invoice the Client at the earlier of: completion of training or 21 days after completion. Granicus certifies that it will not sell, retain, use, or disclose any personal information provided by Client for any purpose other than the specific purpose of performing the services outlined within this Agreement. • Link to Terms: https://granicus.com/pdfs/Master Subscription Agreement.pdf nfo@granicus.com I granicus.com GRA N ICU DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA GRAN ICUS EXHIBIT A Product Descriptions Name Description Content Strategy and The Content Strategy and Website Accessibility Training is a one -day class that will enable up to Website Accessibility 30 staff members to write content for the Web that is appropriate and accessible for the client's Training site visitors. The training includes: • One (1) day of on -site training • Content strategy and plain language writing for the Web • Training customized for the client, including group exercises updating the client's content and web accessibility standards designed for content editors that include what the standards are, why they are important, and how to create compliant content • Content development and migration best practices guide • Website content best practices guide • Website persona exercise materials • Communicating with your audience exercise materials • Task process evaluation exercise materials • Writing for the Web textbook nfo@granicus.com I granicus.com GRANICU DocuSign Envelope ID: 65AD955A-CBOB-4C04-A52C-DF9884FE87AA GRAN ICUS EXHIBIT A Terms and Conditions • Upon 9/1/2020, this Agreement shall supersede and replace any previous agreement between the parties for the Existing Subscriptions. All such prior agreements between the parties are hereby void and of no force and effect. • This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of National City, CA to provide applicable exemption certificate(s). • Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription. • If submitting a Purchase Order, please include the following language: All pricing, terms and conditions of quote Q-96152 dated 7/17/2020 are incorporated into this Purchase Order by reference. • Billing Frequency Notes (Milestones - 40/20/20/20): • An initial payment equal to 40% of the total; • A payment equal to 20% of the total upon Granicus' delivery of the draft homepage design concepts to the Client; • A payment equal to 20% of the total upon implementation of the main website into the VCMS on a Granicus-hosted development server; and • A payment equal to 20% of the total upon completion; provided, however that the Client has completed training. If the Client has not completed training, then Granicus shall invoice the Client at the earlier of: completion of training or 21 days after completion. • Granicus certifies that it will not sell, retain, use, or disclose any personal information provided by Client for any purpose other than the specific purpose of performing the services outlined within this Agreement. • Link to Terms: https://granicus.com/pdfs/Master Subscription Agreement.pdf nfo@granicus.com I granicus.com GRANICU RESOLUTION NO. 2020 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY WAIVING THE BID PROCESS PURSUANT TO SECTION 2.60.260 OF THE NATIONAL CITY MUNICIPAL CODE AND AUTHORIZING THE MAYOR TO EXECUTE A FIVE YEAR AGREEMENT WITH GRANICUS, LLC IN THE TOTAL NOT -TO -EXCEED AMOUNT OF $112,856.00 TO UPGRADE AND SUPPORT GRANICUS WEBSITE CONTENT MANAGEMENT SYSTEM WHEREAS, in 2016, the City of National City Executed a Five-year contract with Vison Internet to upgrade and host its website and VisionLive Content Management System; and WHEREAS, in 2018 Vision Internet was acquired by Granicus, LLC and the VisionLive Content Management System was integrated into the Granicus GovAccess Platform; and WHEREAS, the integration allowed the Content Management System to maintain the same look and feel, which is critical after any upgrade because it mitigates the amount of time needed to learn a new system to manage the website; and WHEREAS, the proposed upgrade will implement the Innovator option of the Granicus GovAccess Platform that will provide a modernized web architecture that meets the interactive and adaptability requirements of modern mobile devices and applications used by the public to access City services and information via the web; and WHEREAS, Section 2.60.260 of the National City Municipal Code provides that the City may buy directly from a vendor at a price established through competitive bidding by another public agency whose procedures have been determined to be in substantial compliance with the City's procurement procedures, and such a determination has been made in this case, therefore, it is recommended that the purchase be made without complying with the competitive bidding procedure set forth in the Municipal Code; and WHEREAS, City staff recommends that the City Council waive the formal bidding requirements as allowed in the Chapter 2.60.220 (d) of the Municipal Code and award the contract to Granicus, LLC to upgrade the website and Content Management System. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby waives the bid process pursuant to section 2.60.260 of the National City Municipal Code and authorizes the Mayor to execute a five (5) year Agreement with Granicus, LLC in the total not -to -exceed amount of $112,856.00 to upgrade and support Granicus Website Content Management System. PASSED and ADOPTED this 1st day of September 2020. Alejandra Sotelo-Solis, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Angil P. Morris -Jones, City Attorney