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FROM:
CITY OF
NEWPORT BEACH
City Council Staff Report
June 13, 2023
Agenda Item No. 15
HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
Tara Finnigan, Assistant City Manager - 949-644-3001,
tinnigan@newportbeachca.gov
PREPARED BY: John Pope, Public Information Manager,
jpope@newportbeachca.gov
PHONE: 949-644-3031
TITLE: Professional Service Agreement with Granicus, LLC for Granicus
Web and govAccess Updates
ABSTRACT:
Staff is recommending a five-year agreement with Granicus, LLC for an ongoing
maintenance, hosting and licensing contract, as well as a comprehensive redesign of the
City of Newport Beach's (City) primary website, www.newportbeachca.gov. Granicus,
LLC is a leading industry provider of digital government solutions and the City's current
web service provider. This contract aims to enhance the City's online presence, increase
access and transparency, and optimize the performance of the City's websites to better
serve Newport Beach residents and stakeholders.
RECOMMENDATIONS:
a) Determine this action is exempt from the California Environmental Quality Act (CEQA)
pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because
this action will not result in a physical change to the environment, directly or indirectly;
and
b) Authorize the Mayor and City Clerk to execute a five-year maintenance, hosting,
licensing and website redesign agreement with Granicus, LLC, the sole provider of
govAccess for a not -to -exceed amount of $312,155.
DISCUSSION:
In 2008, the City entered into an agreement with Vision Internet Providers, Inc. for a
redesign and maintenance of the City's website. When Vision Internet Providers, Inc. was
purchased in 2018, Granicus, LLC became the City's web service provider.
Given the need for ongoing maintenance, hosting and continued licensing from Granicus,
LCC, in addition to its familiarity and experience with the site, staff desires to also retain
the consultant to redesign the website.. As the sole provider of govAccess, Granicus, LLC
ensures that the site will align with the latest industry standards and best practices, while
also bringing forth a wealth of expertise and experience in government website
development.
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Professional Service Agreement with Granicus, LLC
for Granicus Web and govAccess Updates
June 13, 2023
Page 2
This agreement has two primary components:
1) Annual ongoing licensing and maintenance to utilize the Granicus, LLC cloud -hosted
govAccess Content Management System (CMS) to host three City websites:
a. www.newportbeachca.gov;
b. www.nbpd.org; and
c. www.newportbeachlibrary.org
2) A City of Newport Beach website (newportbeachca.gov) redesign
Maintenance, Hosting and Licensing
This agreement consists of ongoing Granicus govAccess CMS maintenance, hosting and
licensing. Given that Granicus, LLC is the sole provider of govAccess, these annual fees
give the City of Newport Beach the right to utilize the Granicus govAccess CMS in the
cloud for three websites, www.newportbeachca.gov, www.nbpd.org, and
www.newportbeachlibrary.org.
Under the terms of the contract, Granicus, LLC will also provide ongoing website
maintenance and support services. This includes regular updates, security patches and
bug fixes to ensure the website remains secure, functional and up-to-date. The Granicus
team will provide support in case of any technical issues or emergencies.
Website Redesign
Staff is also requesting the approval of the Granicus Web -Enhanced Package for website
redesign. This one-time engagement website redesign package would provide a
citizen -focused website upgrade for the www.newportbeachca.gov website. The package
includes a project management team, user experience consultation, content
rationalization, visual design, up to two customer experience features, content migration,
quality assurance and accessibility reports, and remote training for up to 10 City staff
members. This part of the agreement also includes custom design packages for the
following City department pages: Human Resources, Fire, Recreation and Senior
Services, City Clerk and Community Development.
The website redesign, expected to take 9-12 months, will include a complete overhaul of
the design, user interface, and other features of the City of Newport Beach website for an
updated and more intuitive user experience.
This project will result in a refreshed and functional website that will improve the City's
online presence, increase security, and align with current best practices for access,
transparency and resident engagement.
FISCAL IMPACT:
The current adopted budget includes sufficient funding for the initial web refresh and
redesign. Most of the initial cost will be expensed to the FY 2022-23 Public Information
Professional Services account in the City Manager's Office, 01020201-811008. Additional
funding will be expensed to the appropriate departments that have requested customized
design services: Human Resources, Fire, Recreation and Senior Services, City Clerk and
Community Development.
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Professional Service Agreement with Granicus, LLC
for Granicus Web and govAccess Updates
June 13, 2023
Page 3
Future costs for maintenance and hosting will be paid through the Public Information
Professional Services account. These costs will be partially offset by savings incurred
from the migration of the website from self -hosted to externally hosted by Granicus, LLC.
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California
Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not
result in a direct or reasonably foreseeable indirect physical change in the environment)
and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA
Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no
potential for resulting in physical change to the environment, directly or indirectly.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
ATTACHMENT:
Attachment A — Professional Service Agreement with Granicus, LLC for Granicus Web
and govAccess Updates
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ATTACHMENT A
PROFESSIONAL SERVICES AGREEMENT
WITH GRANICUS, LLC FOR
GRANICUS WEB AND GOVACCESS UPDATES'
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 13th day of June, 2023 ("Effective Date"), by and between the CITY
OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and
GRANICUS, LLC, a Minnesota Limited Liability Company ("Consultant"), whose address
is 408 Saint Peter Street, Suite 600, Saint Paul, Minnesota 55102, and is made with
reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to provide Granicus Web and govAccess
Updates, consisting of a redesign of the City's main website and website hosting
and maintenance services via a cloud -based Content Management System
("Project").
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions'
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on June 12, 2028, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
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3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this Agreement
and Consultant shall perform the Services in accordance with the schedule included in
Exhibit A. In the absence of a specific schedule, the Services shall be performed to
completion in a diligent and timely manner. The failure by Consultant to strictly adhere to
the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely
manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of Billing
Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's
compensation for all Work performed in accordance with this Agreement, including all
reimbursable items and subconsultant fees, shall not exceed Two Hundred Fifty Eight
Thousand Five Hundred Forty Nine Dollars and 80/100 Dollars ($258,549.80), without
prior written authorization from City. No billing rate changes shall be made during the
term of this Agreement without the prior written approval of City.
4.2 Consultant shall submit invoices to City in accordance with the billing
schedule set forth in Exhibit B, describing the Work performed the preceding month.
Consultant's bills shall include a brief description of the Services performed and/or the
specific task in the Scope of Services to which it relates, and a description of any
reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar
days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses specifically
identified in Exhibit B to this Agreement or specifically approved in writing in advance by
City.
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4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the Project,
but which is not included within the Scope of Services and which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant shall assign a Project Manager upon
execution of this Agreement. Consultant shall provide City with Project's Manager's
contact information and will notify City should the designated Project Manager be
removed or reassigned.
5.2 Consultant, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Consultant warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the City Manager's Office. City's Public
Information Manager or designee shall be the Project Administrator and shall have the
authority to act for City under this Agreement. The Project Administrator shall represent
City in all matters pertaining to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all existing
relevant information on file at City. City will provide all such materials in a timely manner
so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional standards
and with the ordinary degree of skill and care that would be used by other reasonably
competent practitioners of the same discipline under similar circumstances. All Services
shall be performed by qualified and experienced personnel who are not employed by City.
By delivery of completed Work, Consultant certifies that the Work conforms to the
requirements of this Agreement, all applicable federal, state and local laws, and legally
recognized professional standards.
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8.2 Consultant represents and warrants to City that it has, shall obtain, and shall
keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents, and
employees (collectively, the "Indemnified Parties") from and against any and all third party
claims (including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments,
fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys'
fees, disbursements and court costs) of every kind and nature whatsoever (individually,
a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or
indirectly) to the gross negligence or willful misconduct of Consultant (including the gross
negligence or willful misconduct of Consultant its principals, officers, agents, employees,
vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by
any of them or for whose acts they may be liable, or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the sole
negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall
be construed as authorizing any award of attorneys' fees in any action on or to enforce
the terms of this Agreement. This indemnity shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by Consultant.
9.3 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,
IN NO INSTANCE SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY FOR
DIRECT DAMAGES UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR TORT
OR OTHERWISE) EXCEED TWO TIMES THE FEES PAID BY CITY FOR THE
CONSULTANT PRODUCTS AND SERVICES DURING THE TWELVE (12) MONTHS
IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE
OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT DAMAGES. NEITHER
PARTY SHALL BE RESPONSIBLE FOR ANY LOST PROFITS OR OTHER DAMAGES,
INCLUDING INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER
DAMAGES, HOWEVER CAUSED.
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10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No civil
service status or other right of employment shall accrue to Consultant or its employees.
Nothing in this Agreement shall be deemed to constitute approval for Consultant or any
of Consultant's employees or agents, to be the agents or employees of City. Consultant
shall have the responsibility for and control over the means of performing the Work,
provided that Consultant is in compliance with the terms of this Agreement. Anything in
this Agreement that may appear to give City the right to direct Consultant as to the details
of the performance of the Work or to exercise a measure of control over Consultant shall
mean only that Consultant shall follow the desires of City with respect to the results of the
Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in order
to ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the term
of this Agreement or for other periods as specified in this Agreement, policies of insurance
of the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall be
construed as an assignment: The sale, assignment, transfer or other disposition of any
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of the issued and outstanding capital stock of Consultant, or of the interest of any general
partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or
joint -venture or syndicate or co -tenancy, which shall result in changing the control of
Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint -venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such subcontractor
other than as otherwise required by law. City is an intended beneficiary of any Work
performed by the subcontractor for purposes of establishing a duty of care between the
subcontractor and City. Except as specifically authorized herein, the Services to be
provided under this Agreement shall not be otherwise assigned, transferred, contracted
or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS AND PERMITTED USE
17.1 Each and every report, draft, map, record, plan, document and other writing
produced, including but not limited to, websites, blogs, social media accounts and
applications (hereinafter "Documents"), created specifically and exclusively for City shall
become the exclusive property of City, and City shall have the sole right to use such
materials in its discretion without further compensation to Consultant or any other party.
Additionally, regarding all material posted in cyberspace by Consultant, its officers,
employees, agents and subcontractors, in the course of implementing this Agreement,
City shall have the right to use such materials in its discertion without further
compensation to Consultant or any other party. Consultant shall, at Consultant's expense,
provide such Documents, to City upon prior written request.
17.2 Documents, including drawings and specifications, created specifically and
exclusively for City are not intended or represented to be suitable for reuse by City or
others on any other project. Any use of completed Documents for other projects and any
use of incomplete Documents without specific written authorization from Consultant will
be at City's sole risk and without liability to Consultant. Further, any and all liability arising
out of changes made to Consultant's deliverables under this Agreement by City or
persons other than Consultant is waived against Consultant, and City assumes full
responsibility for such changes unless City has given Consultant prior notice and has
received from Consultant written consent for such changes.
17.3 All written documents shall be transmitted to City in formats compatible with
Microsoft Office and/or viewable with Adobe Acrobat.
17.4 Consultant hereby grants and City hereby accepts, solely for its internal use,
a worldwide, revocable, non-exclusive, non-transferrable right as a subscription to use
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the Consultant products and services during the term of this Agreement. Consultant
reserves all right, title and interest in the Consultant products and services, the
documentation, and resulting product including all related intellectual property rights. No
implied licenses are granted to City. City assigns to Consultant any suggestion,
enhancement, request, recommendation, correction or other feedback provided by City
relating to the use of the Consultant products and services. City shall not: (i) Misuse any
Consultant resources or cause any disruption, including but not limited to, the display of
adult content, advertisements, solicitations, or mass mailings to individuals who have not
agreed to be contacted; (ii) Use any process, program, or tool for gaining unauthorized
access to the systems, networks, or accounts of other parties, including but not limited to,
other Consultant clients; (iii) Use the Consultant Products and Services in a manner in
which system or network resources are unreasonably denied to other Consultant clients;
(iv) Use the products and services as a door or signpost to another server; (v) Access or
use any portion of Consultant products and services except as expressly allowed by this
agreement; (vi) Disassemble, decompile, or otherwise reverse engineer all or any portion
of the Consultant products and services; (vii) Use the Consultant products and services
for any unlawful purposes; (viii) Export or allow access to the Consultant products and
services in violation of U.S. laws or regulations; (ix) subcontract, disclose, rent, or lease
the Consultant products and services, or any portion thereof, for third party use; or (x)
Modify, adapt, or use the Consultant products and services to develop any software
application intended for resale which uses the Consultant products and services in whole
or in part.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept confidential
unless City expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including costs,
contained in Consultant's Documents provided under this Agreement.
20. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3) years,
or for any longer period required by law, from the date of final payment to Consultant
under this Agreement. All such records and invoices shall be clearly identifiable.
Consultant shall allow a representative of City to examine, audit and make transcripts or
copies of such records and invoices during regular business hours. Consultant shall allow
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inspection of all Work, data, Documents, proceedings and activities related to the
Agreement for a period of three (3) years from the date of final payment to Consultant
under this Agreement.
21. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
22. CONFLICTS OF INTEREST
22.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et
seq., which (1) require such persons to disclose any financial interest that may
foreseeably be materially affected by the Work performed under this Agreement, and (2)
prohibit such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
22.2 If subject to the Act and/or Government Code §§ 1090 et sea., Consultant
shall conform to all requirements therein. Failure to do so constitutes a material breach
and is grounds for immediate termination of this Agreement by City. Consultant shall
indemnify and hold harmless City for any and all claims for damages resulting from
Consultant's violation of this Section.
23. NOTICES
23.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
23.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn- Public Information Manager
City Manager's Office
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
23.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Granicus Legal Department
Granicus, LLC
408 Saint Peter Street, Suite 600
Saint Paul, Minnesota 55102
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24. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in writing,
all claims for compensation under or arising out of this Agreement. Consultant's
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
identified by Consultant in writing as unsettled at the time of its final request for payment.
Consultant and City expressly agree that in addition to any claims filing requirements set
forth in the Agreement, Consultant shall be required to file any claim Consultant may have
against City in strict conformance with the Government Claims Act (Government Code
sections 900 et seq.).
25. TERMINATION
25.1 In the event that either party fails or refuses to perform any of the provisions
of this Agreement at the time and in the manner required, that party shall be deemed in
default in the performance of this Agreement. If such default is not cured within a period
of thirty (30) calendar days, or if more than thirty (30) calendar days are reasonably
required to cure the default and the defaulting party fails to give adequate assurance of
due performance within thirty (30) calendar days after receipt of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, and
thereafter diligently take steps to cure the default, the non -defaulting party may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
25.2 Notwithstanding the above provisions, either Party shall have the right, at
its sole and absolute discretion and without cause, of terminating this Agreement at any
time by giving no less than thirty (30) calendar days' prior written notice to Consultant.
In the event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for which
Consultant has not been previously paid. On the effective date of termination, Consultant
shall deliver to City all reports, Documents and other information developed or
accumulated in the performance of this Agreement, whether in draft or final form.
26. STANDARD PROVISIONS
26.1 Recitals. City and Consultant acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
26.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject
to approval of the Project Administrator and City.
26.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
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of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
26.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
26.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
26.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
26.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
26.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
26.9 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
26.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
26.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
26.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORN Y'S OFFICE
Date: (v K Zs
By:
A on C. arp o5�3
ity Attorne p��
ATTEST:
Date:
0
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Noah Blom
Mayor
CONSULTANT: GRANICUS, LLC, a
Minnesota Limited Liability Company
Date:
By:
Leilani I. Brown Kelly Oliver
City Clerk Vice President of Contracts
Date:
By:
Brendan Stierman
Manager, Contracts
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
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EXHIBIT A
SCOPE OF SERVICES
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EXHIBIT A
SCOPE OF SERVICES
Granicus Web — Enhanced Package
The Enhanced package provides a citizen -focused website with a robust UX process. This package utilizes
standard CMS functionality to create a modular homepage layout. It is recommended for organizations
that have a small/medium website implementation team with the capacity to engage in a design process
to feature their existing branding using proven design patterns for digital transformation.
This package includes:
• Professional Project Management
o Weekly/Biweekly communication
• Basic UX Consultation, which may include one (1) or more of the following based on
consultation with client:
o One (1) site analytics report based on Google Analytics
o One (1) homepage heatmap analytics visualization
o One (1) internal stakeholder survey
o One (1) Community survey export
o One (1) modular homepage wireframe based on predefined building blocks
o Information Architecture (IA) best practices review
• One (1) Content Rationalization Package (basic)
o Best practices review, one (1) hour session
o Site scrape loaded into AIM framework document
• One (1) Visual Design Package
o One (1) homepage design concept
o Interior page sample
o Mobile version sample
o Up to three (3) rounds of design revisions
• Up to two (2) CX features
o Choose from Granicus library
• Development/CMS Implementation
• Content Migration — up to one hundred (100) pages
• CIA & Accessibility Report
• Remote Training
o Delivered in three (3) non-consecutive sessions eight (8) hours total
o Up to ten (10) people
govAccess — Maintenance, Hosting, & Licensing Fee — Core
The govAccess Maintenance, Hosting, and Licensing plan is designed to equip the client with the
technology, expertise and training to keep the client's website relevant and effective over time.
Services include the following:
15-16
• 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 — Web Design and Implementation — Branded with Domain
Branded Subsites allow a department to customize their pages with a unique color scheme and branding
while still utilizing the framework of the main website. This package includes:
• Wireframe based on the main website
• Unique design theme, including color palette for landing page and interior pages
• Customizable background image or slideshow
• Customizable navigation, including graphics
• Customizable header and footer
• Individual URL and search capabilities
govAccess — Maintenance, Hosting, & Licensing Fee — Branded with Domain
Maintenance, Hosting and Licensing includes the following for Independent Subsite(s) covered by the
subscription:
• Monthly Software Updates
• Unlimited Technical Support (6 am — 6 pm PT, Monday — Friday)
• Training Webinars and On -Demand Video Library
• Best Practice Webinars and Resources
• DDoS Mitigation
• Disaster Recovery with 90-minute failover (RTO) and 15-minute data replication (RPO)
govAccess — Web Design and Implementation — Independent Subsite
Independent Subsite Package offers a mutually agreed upon wireframe based on department needs
from Granicus' selection of templates. The package includes:
• Unique design theme, including color palette for landing page and interior pages
• Unique header and footer
• Unique navigation design
• Individual URL and search capabilities
• Optional custom mobile homepage (included)
• Migrate up to 25 pages
govAccess — Maintenance, Hosting, & Licensing Fee — Independent Subsite
Maintenance, Hosting and Licensing includes the following for the client's Independent Subsite:
• Monthly software updates
15-17
• 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, Hosting, & Licensing Fee — Specialty Subsite
Maintenance, Hosting and Licensing includes the following for the client's Specialty Subsite(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
• DDoS mitigation
• Disaster recovery with 90-minute failover (RTO) and 15-minute data replication (RPO)
AzureAD Connector License
OpenCities integrates with your Microsoft Active Directories (via AzureAD not on-prem), giving staff the
convenience of a single sign -on experience and automatically mapping the appropriate roles and
permissions in OpenCities to relevant AD users.
For your OpenCities intranet, the Azure AD connector powers your staff directory and organization chart
to ensure they are dynamically updated on a regular basis.
This may be used for your web, intranet and subsites.
AzureAD Connector — Services Setup and Configuration Package
Set up and configuration of AzureAD Connector.
GXG Information Architecture
Updating your website's Information Architecture (IA) is key to improving the overall user experience.
Our IA process involves website data analysis, user research and user testing, and other best -practice
methodologies that serve to seamlessly bridge your goals with user needs. This effort will result in a
strategic and scalable approach to content priorities, a development of a navigation structure for your
new site, and the creation of an actionable implementation strategy for your existing content. Activities
include:
• Kickoff: Align on goals, expectations, timelines, and deliverables
Data Audit: We'll review surveys, Google Analytics, and any other piece of data to get a sense of
how the website is currently utilized, what the user priorities are, and how the current content
is meeting their needs
15-18
• User engagement: Conduct up to one (1) card sort with up to forty (40) external users OR up to
one (1) tree test with up to forty (40) external users
Deliverables:
• Recommendations & Implementation Report. Includes new Information Architecture map,
connecting individual pages to their new categories and location in the site tree
• Assumptions:
o Covers analysis and IA for sites with up to 2,500 URLs
o Three-month period of performance to be completed within the contract period
o Does NOT include a content audit
o Does NOT include content creation
o Client sources external users for testing
o Does NOT include document review
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EXHIBIT B
SCHEDULE OF BILLING RATES
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EXHIBIT B
SCHEDULE OF BILLING RATES
Services
Fees
Year 1
• One -Time Fees:
$129,149.96
• One (1) Granicus Web — Enhanced Package ($30,000.00)
• One (1) GXG Information Architecture ($22,500.00)
• One (1) AzureAD Connector — Services Setup and
Configuration Package ($1,000.00)
• Three (3) govAccess — Web Design and Implementation —
Independent Sub ($10,300.00 each)
• Two (2) govAccess — Web Design and Implementation —
Branded w/Domain ($6,200.00 each)
• Annual Fees:
• One (1) AzureAD Connector License ($1,249.98)
• One (1) govAccess— Maintenance, Hosting, & Licensing
Fee — Core ($17,000.02)
• One (1) govAccess— Maintenance, Hosting, & Licensing
Fee — Specialty Subsite ($5,399.99)
• Three (3) govAccess — Maintenance, Hosting, & Licensing
Fee — Independent Subsite ($2,199.99 each)
• Two (2) govAccess — Maintenance, Hosting, & Licensing
Fee — Branded with Domain ($1,050.00 each)
Year 2
• Annual Fees:
$32,349.96
• One (1) AzureAD Connector License ($1,249.98)
• One (1) govAccess — Maintenance, Hosting, & Licensing
Fee — Core ($17,000.02)
• One (1) govAccess — Maintenance, Hosting, & Licensing
Fee — Specialty Subsite ($5,399.99)
• Three (3) govAccess — Maintenance, Hosting, & Licensing
Fee — Independent Subsite ($2,199.99 each)
• Two (2) govAccess — Maintenance, Hosting, & Licensing
Fee — Branded with Domain ($1,050.00 each)
Year 3
• Annual Fees:
$32,349.96
• One (1) AzureAD Connector License ($1,249.98)
• One (1) govAccess — Maintenance, Hosting, & Licensing
Fee —Core ($17,000.02)
• One (1) govAccess— Maintenance, Hosting, & Licensing
Fee — Specialty Subsite ($5,399.99)
• Three (3) govAccess — Maintenance, Hosting, & Licensing
Fee — Independent Subsite ($2,199.99 each)
• Two (2) govAccess — Maintenance, Hosting, & Licensing
Fee — Branded with Domain ($1,050.00 each)
Year 4
• Annual Fees:
$32,349.96
• One (1) AzureAD Connector License ($1,249.98)
• One (1) govAccess — Maintenance, Hosting, & Licensing
Fee — Core ($17,000.02)
15-21
• One (1) govAccess — Maintenance, Hosting, & Licensing
Fee — Specialty Subsite ($5,399.99)
• Three (3) govAccess — Maintenance, Hosting, & Licensing
Fee — Independent Subsite ($2,199.99 each)
• Two (2) govAccess — Maintenance, Hosting, & Licensing
Fee — Branded with Domain ($1,050.00 each)
Year 5
• Annual Fees:
$32,349.96
• One (1) AzureAD Connector License ($1,249.98)
• One (1) govAccess — Maintenance, Hosting, & Licensing
Fee — Core ($17,000.02)
• One (1) govAccess — Maintenance, Hosting, & Licensing
Fee —Specialty Subsite ($5,399.99)
• Three (3) govAccess — Maintenance, Hosting, & Licensing
Fee — Independent Subsite ($2,199.99 each)
• Two (2) govAccess — Maintenance, Hosting, & Licensing
Fee — Branded with Domain ($1,050.00 each)
Total Not to Exceed Amount
$258,549.80
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EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California, Section 3700
of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council, boards
and commissions, officers, agents, volunteers and employees.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The policy
shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract (including
the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
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D. Professional Liability (Errors & Omissions) Insurance. Consultant shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of
one million dollars ($1,000,000) per claim and two million dollars
($2,000,000) in the aggregate. Any policy inception date, continuity date,
or retroactive date must be before the Effective Date of this Agreement and
Consultant agrees to maintain continuous coverage through a period no
less than three years after completion of the Services required by this
Agreement.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers
and employees or shall specifically allow Consultant or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Consultant hereby waives its own right of
recovery against City, and shall require similar written express waivers from
each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but not
including professional liability, shall provide or be endorsed to provide that
City, its City Council, boards and commissions, officers, agents, volunteers
and employees shall be included as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation (except for nonpayment for which ten
(10) calendar days' notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance certificates
and endorsement must be approved by City's Risk Manager prior to
commencement of performance. Current certification of insurance shall be
kept on file with City at all times during the term of this Agreement. The
certificates and endorsements for each insurance policy shall be signed by
a person authorized by that insurer to bind coverage on its behalf. At least
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fifteen (15) days prior to the expiration of any such policy, evidence of
insurance showing that such insurance coverage has been renewed or
extended shall be filed with the City. If such coverage is cancelled or
reduced, Consultant shall, within ten (10) days after receipt of written notice
of such cancellation or reduction of coverage, file with the City evidence of
insurance showing that the required insurance has been reinstated or has
been provided through another insurance company or companies. City
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days' advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the Consultant maintains higher
limits than the minimums shown above, the City requires and shall be
entitled to coverage for higher limits 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.
E. Self -insured Retentions. Any self -insured retentions must be declared to
and approved by City. City reserves the right to require that self -insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails
to provide and maintain insurance as required herein, then City shall have
the right but not the obligation, to purchase such insurance, to terminate this
Agreement, or to suspend Consultant's right to proceed until proper
evidence of insurance is provided. Any amounts paid by City shall, at City's
sole option, be deducted from amounts payable to Consultant or reimbursed
by Consultant upon demand.
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G. Timely Notice of Claims. Consultant shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Consultant's
performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve
City.
H. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the
Work.
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