Loading...
HomeMy WebLinkAboutStaff Report 102-06TO: FROM: HONORABLE CITY COUNCIL CITY MANAGER DEPARTMENT: 3 ADMINISTRATIVE SERVICES DATE: SUBJECT: JANUARY 23, 2006 CMR: 102:06 APPROVAL OF TWO CONTRACTS FOR CIP# TE-05003 INTERNET SITE UPGRADE: 1. CONTRACT WITH PIXELPUSHERS INC. DBA CIVICA SOFTWARE IN THE AMOUNT OF $132,695 FOR THE IMPLEMENTATION OF A .WEBSITE CONTENT MANAGEMENT SYSTEM; AND 2. CONTRACT WITH CREATIVEWERKS, INC. IN THE AMOUNT OF $92,400 TO PROVIDE GRAPHIC RE-DESIGN FOR THE CITY’S WEBSITE RECOMMENDATION Staff recommends that Council: Approve and authorize the City Manager to execute the attached contract with Pixelpushers Inc. DBA Civica Softvv-are in the amount of $122,445 ($1!3,113 plus an estimated $9,332 in sales tax) for the procurement and implementation of a web content management system, plus a not-to-exceed amount of $10,250 for additional but unforeseen work which may develop during the project. Authorize the City Manager or his designee to engage ammal support and maintenance services for so long as the City uses their product and the cost does not exceed $25,000 per year. Approve and authorize the City Manager to execute the attached contract with Creativewerks, Inc. in the amount of $84,000 for graphic re-design services for the City’s website and a not-to-exceed amount of $8,400 for related, additional but unforeseen work which may develop during the project. DISCUSSION Proiect Description The City’s website was developed over ten years ago and has undergone extensive expansion and grow-th over the years. The visual design of the City’s website has not been updated in years and lacks a clearly recognizable visual identity, branding, or message. To date, there are over 2200 webpages and 1000 pdf’s. Up to 100 staff members with varying skill levels using various tools update content on the website. The non-standard tools used to maintain the website makes maintenance and updating extremely difficult. In addition, due to the non-standard tools used, CMR:102:06 Page 1 of 4 search capabilities on the website return poor results. Therefore, staff is requesting the approval of the following two contracts: The work to be performed under the contract with Pixelpusher Inc. DBA Civica Software includes the implementation of a web content management systeln and the migration of approximately 2200 existing web pages. The web content management system will allow staff to easily edit and maintain web pages, e1~ance the City’s web search capabilities, support ADA compliance, and provide out of the box modules such as calendars, press releases, and job listings. Project deliverables include: programming for the website, content migration, training, development of a custom module, and intranet programming. The work to be performed under the contract with Creativewerks, Inc. consists of a complete visual redesign of the existing City of Palo Alto website. This includes all 2200 web pages and 67 subsections. The new design will retain consistent visual elements in order to communicate cohesiveness throughout the site and allow for departmental and divisional designs. Also, the gaphic designer will improve ease of use by producing a clear and intuitive navigation system that provides immediate feedback regarding wher~ the visitor is in the website. In addition, content will be separated from visual presentation in order to facilitate integration with the web content management system. Selection Process: A. Web Content Management System Proposal Description/Number Proposed Length of Project Number of Proposals Mailed Total Days to Respond to Proposal Pre-proposal Meeting Date Number of Company Attendees proposal Meeting Number of Proposals Received: Company Name Website Content Management/l14310 1 Year 11~ I20 None at Pre-None Location (City, State)Selected for oral interview? 1. Blue Robin Waltham, MA No 2. Form Studios LLC Palo Alto, CA No 3. Web Side Story San Bruno, CA No 4. Serena San Mateo, CA Yes 5. Ektron Amerherst, NH I No 6. Civica Newport Beach, CA I Yes 7. Vignette Austin, TX ] Yes 8. Iron Pointe Technologies San Francisco, CA [ Yes Range of Proposal Amounts Submitted $54,000 to $126,400 A selection advisory committee consisting of 10 staff from Administrative Services, Fire, Police, Utilities, Library, Community Services, Public Works, and the City Manager’s Office reviewed the proposals, and 4 firms were invited to participate in oral interviews October 11, 2005 through CMR: 102:06 Page 2 of 4 October 14, 2005. The committee carefully reviewed each firm’s qualifications and submittal in response to the RFP relative to the following criteria: Quality and completeness of proposal Quality, performance and effectiveness of the solution, goods and/or services to be provided Experience, including the experience of staff to be assigned to the project, the engagements of similar scope and complexity Cost to the City Proposer’s financial stability Ability to perform the work within the time specified Prior record of perfolrnance with City or others Ability to provide future maintenance, repairs parts and!or services Compliance with applicable laws, regulations, policies (including City council policies), guidelines and orders governing prior or existing contracts performed by the contractor Pixelpusher Inc. DBA Civica Software was selected because of its specialized web content management solution for local governments. Selection Process: B. Visual Redesign Proposal Description/Number Proposed Length of Project Number of Proposals Mailed Total Days to Respond to Proposal Pre-proposal Meeting Date Number of Company Attendees proposal Meeting Number of Proposals Received: Company Name Website Visual Redesign/114539 1 Year 21 31 None Noneat Pre- 8 Location (Ci~~, State)Selected for oral interMew? 1. Creativewerks I Sausalito, CA Yes 2. Blue Robin, Inc ! Waltham, MA No 3. The Lux Group I Seattle, CA Yes 4. Batiz.com Murrieta, CA Yes 5. Rapidigm Pittsburgh, PA No 6. Form Studios, LLC I Palo Alto, CA Yes 7. Pacific Municipal Consultants I Monterey, CA Yes 8. Dayspring Technologies I San Francisco, CA Yes Range of Proposal Amounts Submitted I $15,000 to $81,000 A selection advisory committee consisting of 10 staff from Administrative Services, Fire, Police, Utilities, Library, Community Se~wices, Public Works, and the City Manager’s Office reviewed the proposals, and 6 firms were invited to participate in oral interviews November 14, 2005 CMR: 102:06 Page 3 of 4 ttzrough November 17, 2005. submittal in response to the management contract. The committee carefully reviewed each firm’s qualifications and RFP relative to the same criteria used in the web content Having met the above criteria, Creativewerks, Inc. was selected by the evaluation committee. RESOURCE IMPACT Funds for this project are available in the Internet Site Upgrade CIP (TE-05003). No additional resource impacts are anticipated at this time. POLICY IMPLICATIONS Approval of these contracts is consistent with existing City policies. ENVIRONMENTAL REVIEW This is not a project under CEQA. PREPARED BY: (..)’L’iSA MAINARICK Manager, Information Technology DEPARTMENT HEAD: CITY MANAGER APPROVAL. Directo ,r!Administrative HARRISON Assistant City Manager ATTACHMENTS Attachn~ent A: Contract with Pixelpusher Inc. DBA Civica SofZware Attachment B: Contract with Creativewerks, Inc. CMR: 102:06 Page 4 of 4 Attachment A ~AGREEMENT BETWEEN CITY OF PALO ALTO AND CIVICA FOR WEB CONTENT NL’~AGEMENT SOLUTIONS NO. This AGREEMENT (this "A~eement") is made effective as of ~"’~i""~’~ ;/~ -~...... ~ ....... ...........2005 by and between Pixelpushers Inc. DBA Civica Software, a California corporation with offices at 20101 S.W. Birch Street, Suite 250, Newport Beach, California 92660 ("Civica") and the City of Palo A!to, a chartered city and a municipa! corporation of the State of California ("CITY") with offices at 250 Hamilton Avenue, Palo Alto, California 94301. RECITALS WHEREAS, Civica is in the business of providing high quality web content management solutions (~%~CMS"); and WHEREAS, City desires to engage Civica to implement a high-quality WCMS for City in accordance with the terms and conditions set forth herein. AGREEMENT NOW THEREFORE, in consideration of the representations, warranties and covenants herein contained, and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Civica and City a~ee as fol!ows: 1. ENGAGEMENT. City hereby engages Civica to provide and implement a WCMS and programming services (collectively the :%ervices") in connection with the development of the CiD~’s Website in accordance with the scope of work and specifications described in Exhibit A attached to and made a part of this Agreement (the "Specifications") and to deliver the software designs, code, artwork and pro~ams specified in the attached ExhibitA (collectively, the "Deliverables"). Such Deliverables shall be delivered free of "Material Errors" and in accordance with the Specifications and schedule set forth in Exhibit A. For purposes of this Agreement, "Material Errors" shall be defined as those material elements of the Deliverables that are not in compliance xvith the Specifications or that do not function or execute properly in accordance with the Specifications. ,any changes to the scope of work shall be subject to a written "amendment,"signed by both parties that includes an appropriate adjustment to the price and/or delivery dates, or a notation that no such adjustments are necessary. As a matter of clarity, refining, modifying, correcting and adjusting any Deliverable such that it operates in accordance with the Specifications, or correction of Material Errors, shall be deemed included within the Se~;ices 2.TESTING & ACCEP%%NCE. (a) Testin~ of Deliverables. Civica shall provide reasonable assistance to City in the testing of the Deliverables. Following delivery and installation, City shall have thirty calendar days (the "Test Period") to conduct reasonable testing of each Deliverable to determine whether it performs substantially in accordance with the Specifications. City shall provide reasonable access to its premises, proper environmental and site conditions, any required test data in proper format and the cooperation of its staff and any other contractors to assist Civica during installation and testing of the Deliverables. For purposes of this Agreement, a Deliverable shall be deemed accepted if City does not notify Civica of any Material errors during the Test Period or, if City makes material beneficial or public use of the Deliverable. (b) Correction of Defects. If no Material Errors are identified in writing during the Test Period, the Deliverable shall be deemed accepted by City. If Material Errors are identified during the Test Period, City shall provide a written notice to Civica identifying the particular Specification at issue and providing detailed reasons why the tested feature does not meet the Specifications. Civica shall not be required to correct minor imperfections or defects that do not materially impair the operation of the Deliverable as determined by City. Civica shall (i) correct, replace or provide functional "workarounds" for any identified Material Errors, and (ii) make a good faith effort to deliver such corrected Deliverable Item to City within five (5) business days and in no event later than 30 days after receipt a notice of any Material Error in accordance with Para~aph 2(a). 3.CONSIDERATION. (a) Payment. In consideration of Civica’ completion and delivery of all Deliverables to CiD;, Ci ,t,t,ty shall pay to Civica the sum of One Hundred Thirteen Thousand One Hundred Thirteen Dollars ($113,113.00). Such payment shall be made in accordance with the payment schedule set forth in in Exhibit A, following the completion and acceptance by City of each Deliverable and receipt of an invoice from Civica. The payment amount for each Deliverable is a fixed lump sum, excluding taxes, if any are applicable. In the event that Material Errors are discovered during the Test Period for the final Deliverable, payment shall be due within thirty (30) days of the delivery of the respective corrected Deliverable. Except as stated in Subsection (c) below, the foregoing price includes Civica’s wages, overhead, general and administrative expenses and all other indirect costs and profit to be recovered or charged under this Agreement. (b) Late Payment. Civica reserves the right to cease work without prejudice if undisputed amounts are not paid when due. (c) Out-of-Pocket Costs & Taxes. Except as otherwise set forth in Exhibit A, prices quoted for Services do not include any costs of travel (air & cab fare; lodging, auto rental or local mileage, standard per diem, etc.) and out-of-pocket costs for photocopying, overnight courier, long-distance telephone and the like (collectively, the "Peripheral Expenses"). These reimbursements shall be ~at cost," with no mark-ups. City shall reimburse Civica for any Peripheral Expenses that are authorized in advance and in writing by the City. 4.RESPONSIBILITIES OF CITY. (a) Rights Acquisition. City shall be solely responsible for the procuring a!1 necessary or appropriate rights and licenses for the usage of any and all logos, trademarks, trade names, service marks, or copyrighted, patented or trade secret protected material provided by or on behalf of City (including, without limitation, clients, advertisers, hardware or software manufacturers, etc.) appearing or referenced on the site. Further, City shall be solely responsible for procuring all necessary or appropriate rights and licenses from entities whose products will be used in the development and exploitation of the site, including without limitation, the necessary rights and licenses from Microsoft Corporation and Macromedia Corporation. (b) O__perating System. City shall be solely responsible for providing a fully functional final operating system that will be used with the Deliverables. 5.OWNERSHIP. (a) Proprietary Rights. Except as set forth in Paragraph 5(c) below, as be~veen Civica and City, Civica shall own all rights, title and interests in and to the results and proceeds of the Services, including without limitation, any underlying techniques, technologies, methods, processes, skills or know-how invented or used by Civica during the rendering of the Services hereunder. (b) License to City. Subject to payment in full by City of all undisputed amounts of compensation as set forth in Section 3. Civica gants to City a perpetual, royalty-free, personal, wor!dwide license to use the proprietary technology of Civica including all software and other technology included with the Deliverables in connection with the exploitation and maintenance of the website. Such license shall be non-transferable, and shall be limited to the use of only the technology provided to City during the rendering of the Services. (c) City Owned Material. Subject to payment in full by City of al! undisputed amounts of compensation as set forth in Section 3, Civica irrevocably assigns to City all rights, title and interests that Civica may have in and to (i) the artwork and textual material developed specifical!y for the Website. The foregoing shall be deemed to have been developed for CiD on a %,,,ork-for-hire" basis. Civica shall, at any time thereafter, at Ci~"s expense, execute any documentation required bv CiD’ to vest exclusive ownership of the artwork and textual material in City (or its designee). 6.SUPPORT,MAINTENANCE (a) Civica shall provide City with a commercially reasonable amount of technical support and maintenance, in connection with the Deliverables to ensure that they conform with and perform in all material respects the functions described in the Specifications for a period of one (1) year. In addition, Civica shall provide City with update~, upgrades and patches issued by Civica with respect to the Deliverables during the one-year support and maintenance period. The one year period shall commence on the date following expiration of the 30-day testing period of the last Deliverable plus the 90-day warranty period. Civica recognizes and shall use for prioritization of response the levels described in Exhibit B, Service Prioritization and Response (attached to and made a part of this A~eement). Civica shall respond to and resolve problems, and notify City of the problem resolution, in accordance with the time frames set forth in Exhibit B. The warranty provisions of section 8, limitation of liability provisions of section 9 and general indemnity provision of section 11 (d) shall apply to all support services and any Deliverable provided in connection with such support services. City shaI1 also have the option to renexv annual support and maintenance with Civica on the same terms ansd conditions set forth herein, except price, upon 30 days prior written notice from the City Manager or designee. 7.CONFIDENTIAL INFORMATION. (a) Acknowledgment of Confidentiality. Each party hereby acknowledges that it may be exposed to confidential and proprietary information belonging to the other party concerning the products and business activities of the other party, including without limitation, source and object code, design eleme.nts, financial information, contractual arrangements, business plans, animation elements, operational concepts, special effects elements, technical implementation information, budget and schedule information, inventions, discoveries, developments, improvements, systems, designs, reports, documents, manuals, pro~ams, listings, drawings, software, data bases, specifications, applications, routines, sub-routines, techniques, "know how, formula, processes, ideas, strategies, negotiations, applications, and any other information and work product, whether or not protected or protectable by applicable patent, copyright, trademark, trade secret or other Iaxvs and whether or not owned or licensed bv such party or in such part).,’s possession from a third party,’ for any other reason (collectively, "Confidential Information"). Confidential Information shall not include (i) information already known by the recipient, (ii) information that is independently developed by the recipient without use of the Confidential Information; (iii) information in the public domain through no wrongful act of the recipient, (iv) information received by recipient from a third party who was free to disclose it, or (v) is required to be disclosed by judicial order or other government action in statute, but in such case, the owner of such Confidential Information shall be given notice of such governmental action and given the opportunity to oppose such disclosure. (b) Covenant Not to Disclose. Each party hereby a~ees that during the term of the Services and at all times thereafter it shall not use, commercialize or disclose the other party’s Confidential Information to any person or entity, except to its own employees having a "need to know," and to such other recipients as the other party may approve in a signed writing. Neither party shall disassemble, decompile or reverse engineer any Confidentia! Information owned by the other party and made available in object code form and any information obtained in violation of this restriction shall be deemed Confidential Information ow-ned exclusively by the owner of the original materials. Each party sha!l use at least the same degee of care in safeguarding the other party’s Confidential Information as it uses in safeguarding its own Confidential Information, but in no event shall a party use less than due diligence and care. Neither party shall alter or remove from any software, documentation or other Confidential Information of the other party (or any third party) any proprietary, copyright, trademark or trade secret legend. (c) Injunctive Relief. The parties acknowledge that violation by one party of the provisions of this Section would cause irreparable harm to the other party not adequately compensable by monetary damages. In addition to other relief, it is a~eed that preliminary and permanent injunctive relief shall be available without necessity of posting bond to prevent any actual or threatened violation of such provisions. 8. REPRESENTATIONS AND WARRA_NTIES. (a) Noninfrin_~ement Warranty bv Civica. Civica represents and warrants to the best of its knowledge and belief that the Deliverables (excluding any material provided by or on behalf of City) wilt not infringe or misappropriate any United States copyright, trademark, patent, or the trade secrets of any third persons. Upon being notified of such a c!aim, Civica shall (i) defend such claim or obtain through negotiation the right of City to continue using the Deliverable; (ii) rework the Deliverable so as to make it noninfringing while preserving the original functionality, or (iii) replace the Deliverable with functionally equivalent materia!. If none of the foregoing alternatives provide an adequate remedy, City may terminate all or any part of this A~eement and recover amounts paid hereunder with respect to the infringing Deliverable. Civica will defend, indemnify and hold City, its officers, employees, and council members, harmless against any loss, damage, expense, cost (including, but not limited to attorney’s fees incurred in the enforcement of this indemnity) for liabiliD arising out of relating to, or resulting from a claim alleging that the intellectual property of a third party, including, but not limited to infringement of copyright or patent right or misappropriation of trade secrets. (b) Deliverables and Service Warrantv. Civica warrants to City that the Deliverables furnished will be free from defects in design, material and wor ~krnanship and will conform to and perform in accordance with the Specifications in all material respects. Civica also warrants to City that the Services wili be performed in a fully workmanlike manner. " The warranty period shall commence upon acceptance of each the last Deliverable by City and shall extend for a period of 90 days from such date. Deliverables not meeting the warranties during the warranty period will, at Civica’s option, be repaired, adjusted or replaced at no cost to Ci~,, provided that Civica is notified of any warranty claim within the warranty period and is given access to the deliverable sufficient to diagnose, repair, adjust or replace and test such deliverable. Civica shall not be responsible for warranty repair, adjustment or replacement of and to the extent that any breach of warranty is due to CiD,’s modification of the Deliverable or its operation or use. (c) Warranty Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION CIVICA HEREBY DISCLAIMS WITH RESPECT TO _ALL SERVICES AND DELIVEtL~,~BLES PROVIDED HERUNDER, .aJ_.L EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANYIMPLIED WARRANTIES OF MERCI-L’-MNTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 9. LIMITATION OF REMEDIES & LIABILITIES. (a) Remedies. Except for certain injunctive relief authorized under Section 7 and as set forth in section 9(c), City’s sole and exclusive remedies for Civica’s default hereunder shall be to obtain the repair, replacement or correction of a Deliverable containing a Material Error, or, if Civica reasonably determines that such remedy is not economically or technically feasible, to obtain an equitable partial or full refund of amounts paid with respect to the defective services or deliverable. (b) Liabilities. EXCEPT IN THE EVENT THAT THE CITY CAN DEMONSTRATE THAT CIVIVA ACTED IN A FRAUDULENT MANNER TOWARDS CITY EXCEPT IN THE EVENT THAT CITY CAN DEMONSTRATE THAT CIVICA ACTED IN A FRAUDULENT MANNER TOWARDS CITY AND AS SET FORTH IN SECTION 9(C), CIVICA SHALL NOT BE LL&BLE FOR ANY AMOUNT EXCEEDING THE TOTAL PORTION OF THE CONTRACT PRICE ACTUALLY PAID BY CITY FOR THE DELIVERABLE AT ISSUE. NOTWITHSTANDING THE FOREGOING AND EXCEPT AS SET FORTH IN SECTION 9(C), IN NO EVENT SHALL EITHER PARTY BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SAVINGS, PROFIT OR BUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY) ARISING OUT OF OR PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT. (c) Personal Injury._Nothing in this Agreement affects Ci~"s statutoG’ rights or shall exclude or limit the liability of Civica for death or personal injury resulting from its negligence. 10. TERMINATION. The City Manager may terminate this A~eement with or without cause by giving ten (10) dab, s prior written notice thereof to Civica. Upon receipt of such notice, Civica shall immediately discontinue its performance of the services. In addition to other relief, Civica may terminate this Agreement if City breaches any material provision hereof and fails after receipt of notice of default to correct such default within thirty (30) days of receipt of a notice of default. Civica shall be in default hereof if it becomes insolvent, makes an assignment for ihe benefit of its creditors, a receiver is appointed or a petition in Ban "kruptcy is filed and is not dismissed within thirty (30) days. Termination shall have no effect on the parties’ rights or obligations under Sections 5, 7, 8, 9, 11(b) and 11(d). Further, termination of this A~eement for any reason shall have no effect on City’s obligation to pay Civica for the work completed on the Deliverables that have, at such time, been delivered to City, provided that such Deliverables have been accepted and are of direct benefit to City. 11.GENERAL. (a) Notices. Notices sent to either party shall be effective when delivered in person or transmitted by telecopier ("fax") machine, one (1) day after being sent by overnight courier, or four (4) days after being sent by first class mai! postage prepaid to the address on the first page hereof or such other address as a party may give notice. A facsimile of this Agreement and notices generated in good form by a fax machine (as well as a photocopy thereof), shall be treated as "original" documdhts admissible into evidence unless a document’s authenticity is genuinely placed in question. (b) Disputes & Choice of Law. This agreement shall be governed by and construed in accordance with the !aws of the State of California, and any legal action between the parties arising hereunder shall be brought in the appropriate state or federal court in Santa Clara County, California. (c) Independent Contractor S~atus. Civica is an independent contractor in relation to City with respect to all matters arising under this A~eement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. Each party shall remain responsible, and shall indemnify and hold harmless the other party, for the withholding and payment of all Federal, state and local personal income, wage, earnings, occupation, social security, worker’s compensation, unemployment, sickness and disability insurance taxes, payroll levies or employee benefit requirements (under ERISA, state law or otherwise) now existing or hereafter enacted and attributable to themselves and their respective people. (d) Indemnification. Subject to the limitations set forth in Section 9, Civica a~ees to protect, indemnify, defend and hold harmless the City of City, its Council members, officers, employees and agents from any and all demands, claims or liability of any nature, including death or injury to any person, property damage or any other loss, caused or by arising out of Civica, its officers’, agents’, contractor’s or employees’ negligent acts, errors or omissions, or willful misconduct, or conduct for which applicable law may impose strict liability in the performance of or failure to perform its obligations under this Contract. (e) Security. No Conflicts. Civica agrees to inform the City of any information made available to it that is classified or restricted data, a~ees to comply with the security requirements imposed by the City, the state or by the United States Government, and shall return all such materia! upon request. Civica warrants that its participation in this Agreement does not conflict with any contractual or other obligation or create any conflict of interest prohibited by the City, the U.S. Government or any other government and shall promptly notify the City if any such conflict arises during the term of Services. (f) Entire A~reement/Modification. This A~eement and the attached Exhibits constitute the entire and exclusive a~eement between the parties with respect to the subject matter hereof and supersede all other communications, whether written or oral. This Agreement may be modified or amended on!y by mutual written a~eement of the parties. (g)Assignment. Except as specifically permitted herein, neither this Agreement nor any rights or obligations hereunder may be transferred or assigned by Civica without CiB;’s prior written consent and any attempt to the contrary shall be void. (h) Enforceability. Any provision hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Waiver of any provision hereof in one instance shall not preclude enforcement thereof on future occasions. Headings are for reference purposes only and have no substantive effect. (i) Nondiscrimination. In the performance of this Agreement, Civica shall not discriminate against any employee or applicant for employment because of race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. Civica agees to meet all requirements of Palo ~Mto Municipal Code Chapter 2.30 pertaining to nondiscrimination in employment, including completing the form furnished by and set forth in Exhibit "D". // // // // // // // // /./ // // // // // // // 0) Non-appropriation of funds. This A~eement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (1) at the end of any fiscal year in the event that funds are no appropriated for the following fiscal year, or (2) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section will take precedence in the event of a conflict with any other covenant, term, condition or provision of this Agreement. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. APPROVED AS TO FORM:CITY OF PA_LO ALTO Senior Asst. City Attorney .APPROVED: Director of Administrative Services Assistant City Manager PIXELPUSHERS INC. DBA CIVICA SOFTWARE By: Name: (If corporatio.g: President or Vice-President) Title: ~ff-- O--~T’Cv~ (If corporation: Secretary or Treasurer) Taxpayer Identification No. (Compliance with Corp. Code § 313 is required if the entity on whose behalf this contract is signed is a corporation. In the alternative, a certified corporate resolution attesting to the si~atory authority of the individuals signing in their respective capacities is acceptable) Attachments: EXHIBIT EXHIBIT "B": EXHIBIT °°C": EXHIBIT "D": SCOPE OF WORK, PAYMENT SCHEDULE AND MODULE SPECIFICATIONS SERVICE PRIORITIZATION A_ND RESPONSE INSURANCE NONDISCRIMINATION COMPLIANCE FORM EXHIBIT A SCOPE OF WORK PAYMENT SCHEDULE AND MODULE SPECIIrICATIONS Civica shall provide the Services and Deliverables described below in accordance with all the provisions of this A~eernent, including this Exhibit A. SECTION 1 - COST SHEET Internet Web Site Civica System and Modules Core Data Management and Administration System News and .~mnouncements Enhanced Content Editor Calendar A-Z Index (Search and Indexing) Jobs (Standard module) File Bank FAQ’s e-Noti~; Surveys and Opinions Press Releases RFP Classifieds Graphic Design Consultation Not to Exceed Prog-ramming and Content Migration Training (for three employees) Civica Annual Support TOTAL $46,5oo.oo $3,92o.oo $26,360.00 $1,200.00 86,°-.33.00 884,213.OO Intranet Web Site CinJca System and Modules Core Data Management and Administration System News and .~nnouneements Enhanced Content Editor Calendar A-Z Index (Search and Indexing) File Bank Telephone DirectoD, Graphic Design Consultation Not to Exceed Programming and Content Migration Civica :Annual Support $36,8oo.oo St,o67.oo S3,573.oo S2,76o.oo $44,2oo.oo 50% I~NDOR DISCOk :’N’T TOTLL -S22,!oo.oo $22,100,00 Community Services Module Not To Exceed 86,800.00 SECTION 1 - COST SHEET GRzMND TOTAL $6,800.00 $113,113.00 SECTION 2 - PA’~%IENT SHEET Deliverable 1 - Programming for the Web Site Upon receipt from City of the approved designs for the Home and Departmental home pages, including a schematic of al! required naxdgation ~stems, Cix’ica ~1! program and integrate the above Cix4ca CMS suite of modules into the Website designs and install the functiona! website onto a Civica web Sela,er to await placement of the content. Project Coordinator on-site for I day (a!l travel costs included in total lump sum). Graphic Desig-n Consultation Not to Exceed Programming Cost 50% of the website soften-are license costs Total Lump Sum Payable Upon Completion of Deliverable One Deliverable 2 - Content Migration ~,Vebsite and Training Civica x~!l migrate 0_200 pages of approved existing HTML content to the new CMS software structure and integrate these pages into the appropriate sections of the new Web site. Thereafter Ci~, staff using the Cix-ica CMS tools will be able to proof and re-edit these pages. The Ci~ xdll designate 3 members of staff to receive in depth training. This full training program ~dll include all tools required to routinely maintain the website on a regular basis and the use of the Civica NavBuilder toolset that will enable the Cib" to redesign/rebuild the Web site at any time ~dthout the involvement of Ci~,ica personnel. Project Coordinator on-site for 1 day (al! travel costs included in total lump sum). Balance oft_he website software license costs Content Migration Training Cix~iea 1 Year .Annum Support - Internet (subsequent to testing period and 3 month warrant, period) Total Lump Sum Payable Upon Completion of Deliverable Two 83,920.00 $9,200.00 823,250.00 $36,370.00 $23,250.00 $17,!60.O0 $1,2OO.OO $6,233.00 $47,843.00 Deliverable 3- Development of Custom Communitsv." Ser~-ices Resource Guide Ci~-ica shall replicate the functionally, the module currently prod-ides together with its administrative capabilities and develop for the Ci~; of Palo Alto a similar component for integration into the Ci~-ica CMS sobs’are system. Timesheets ~dll be maintained during the development of the Resource Guide and only the discounted costs expended for the development of the project ~dll be billed to Palo _alto. Any cost overruns ~d!! be absorbed by Ci~,ica. Project Coordinator on-site for ~ day (all travel costs included in total lump sum). Total Lump Sum Payable Upon Completion of Deliverable Tb.ree (Not to Exceed)$6,800.00 Deliverable 4 - Intranet Desig-n and Programming Civica will integrate the Intranet design ~th the Civica Modules and deploy the emp~ intranet structure onto the Palo .alto Intranet server. Civica will migrate all existing approved Intranet into the new tntranet structure. Project Coordinator on-site for ~ day (a!l travel costs included in total lump sum). Programming Cost Graphic Design Consultation Not to Exceed $3,573.00 $1,o67.oo SECTION 2 - PA~’IEYT SHEET Intranet Sofln~-are License Costs Civiea 1 Year .Annual Support - Intranet (subsequent to testing period and 3 month warrant-y period) Sub-Tota! 5o% Vendor Discount Total Lump Sum Payable Upon Completion of Deiiverable Four TOTAL $36,8oo.oo $2,760.00 $44,200.00 -$22,IOO.OO $22,1OO.OO $113,113.00 POSSIBLE .~ad3DITIONAL COSTS: Reimbursables (photocopies, phone calls, etc) Taxes Additional Ser~dces TOTAL z43’I0biNT NOT TO EXCEED $9-50 $9,33~-.oo Not to exceed $1o,ooo 813-,690.oo SECTION 3 - _4Y)DITION~kL SER~,~CES Design Consultancy and Additional Travel As an Additional Service~ Civica will make available during the project a senior technical design consultant to assist the City designers in the correct design structures for WCMS implementation. This consultant wil! be available to attend site meetings at the following costs: Consultant’s attendance at on site meetings (each meeting would be expected to last up to four hours. The cost per meeting includes all air travel to and from Orange County) $780 Consultant’s attendance at meetings via web conference meeting (per hour)$95 Other Professional Service Costs Should any other additional professional services be required regarding the implementation, content conversion or training beyond that included in the scope of work set forth herein, the following rate structure would apply: Principals: $120 per hour (includes system architects and project managers and p!anners) Website Graphic Artists and Flash Designers: $85 per hour Custom application programmers: $95 per hour HTML editors: $55 per hour or $7.80 per page Additional Travel Travel beyond that set forth in Section 2 shall be authorized as an Additional Service. The City has set aside the sum of $10,000 dollars ($10,000) for Additional Services. Civica shatl provide Additional Services only by advanced, written authorization for the CiD,’s project manager. At the CITY’s request, Civica shall submit a proposal for Additional Services including a description of the scope of services, schedule, and proposed maximum compensation, including reimbursable expenses, for such services. Compensation shall be based on the then current rates set forth in this Agreement, or if such rates are not applicable upon negotiated rates or lump sum. Civica shall not perform any Additional Se~:ices for which payment would exceed the amount set forth above. SECTION 4 - MODULE SPECIFICATIONS The WCMS system provided by Cixdca shall consist of modules and conform x~dth the specifications set forth below: Administration System Shall support ADA compliance per the Americans with Disabilities Act and shall to the extent feasible conform to the Federal 5o8 standards and Web Content Accessibili~; Guidelines 1.o prepared by the web accessibili~, Initiative. *Shall not have any Vendor logo or branding of any ~pe viewable on the site. ~Create rights and prix-ileges to create and post content *Manage permissions at the Enterprise level and Departmental Level o Set all the Configuration options for the website. o Configure formal workflow approval process News and Announcements ¯Use article editor to create News and Announcements for the home page of the Website o Display News and Announcements on the home page of selected departments ¯Display News and .amnouncements on alternative target destinations ¯Configure announcement as "vertical scrolling inset windows" and "News Ticker" o Utilize RSS feed system ~Utilize image insertion feature to add graphic into a news article ¯Cut and paste content; use article editor to remove formatting o Utilize "Go Live" and "Remove" settings ¯Archive and restore an article to the site ¯Confirm module is pre-configured to City’s management process and workflow Enhanced Content Editor *Develop and edit static pages using point and dick on screen HTML editor °Configure single user assignment with a single icon *Configure single user assignment with ful! editor privileges *Utilize the Predefined User Grouping to apply a predetermined set of icons to user o Confirm automatic production of XHTML-compliant output ~Confirm functionali~ of HTML and Syntax highlighting in source mode o Create and modify HTML tables °Create and modify forms, text boxes, radio buttons, check boxes and buttons o Confirm page styles automatically be available in drop dmcn list °Adjust font tS"pe, color, size, formatting (bold, italic, underline, subscript, superscript) o Insert numbered andorderedlist °Utilize web safe popup color picker o Upload image directly into page content °Insert, resize and delete images o Modi~, image properties ,Add, edit and delete a h?-perlink o Insert numbered and ordered list o Utilize dynamic insert from other Civica Modules Calendar o Publish single, group and master calendars ~Create a location and event schedule with multi-level information display ¯Filterand sort event notification ¯Create a printable version in daily, weeny, monthly or yearly formats ¯Synch an event to an Outlook calendar ~Filter x~ew mode ¯Utilize recurrence pattern so a single edit corrects a series of events o Configure event start and end time, attach PDF, insert graphic, insert hyperlink A-Z Sem’eh & Indexing ¯Perform multi-format searching °Confirm automatic sitemap and index page construction ¯View page descriptions and multi-level menus based on location and conte.~ of a page Jobs ¯Manageinformation about job availabilities ¯Utilize "post and remove" to post and automatically remove a job from the site FileBank Search and retrieve files from the database ~,ia ke?avord and descriptions Upload document and graphics files to the system (87 different file b~es) Utilize "Fill ’n’ File" forms and applications Access FileBank from a different Civica module Utilize FileBank to post Agendas and Minutes Frequently Asked Questions (FAQ) ¯Confirm accuracy of tagged and structured information o Build website’s database of frequently asked questio.n.s and answers o Link to a third part5.’ system and site for auto map creation e-Noti6’ ¯Confirm functionali~ of double opt in subscription system ¯Confirm functionaliV of list system ¯Send a single email to multiple lists in one action ¯Automatically dispatch press releases to a media list o Utilize Catego~~ system to display targeted lists in different areas of the website o Confirm functionaliS~ ofblacldist system Surveys and Opinions ¯Create a survey and opinion poll ~dth real-time results display o Confirm collection of anonymous or confidential responses o Configure date driven display system to automatically display survey and opinion poll ¯Confirm multiple votes are not cast from a single location Press Releases °Confirm single source, multiple output display ¯Utilize auto-archive feature to produce AP-formatted press release ~Utilize Display S~;le system to create a varieb~ of Press Release formats ¯Configured Citsfs management process and workflow ~Utilize search system specific to Press Releases RFP/Bid Opportunity- System Post an RFP/Bid opportunib~ Activate and remove a bid using time/date control for Publication, Deadline and Closing dates Upload and store supporting PDFs Alert "vendors" of "new" RFP with Cix-ica e-Noti~, module Alert "vendors" of Addenda and "awarded" information with Ci~6ca e-Notify module Classifieds ¯Post an ad o Post an ad with photo ¯Post an ad ~dth photo and link to email ¯Reply to anad o Prox4de categories for %~es of ads o Send email notification for ad submitted o Sign up/register for email notifications o Sign up/register for email notifications for specific categoD7 only Telephone Directo~ ¯Search by name, title, telephone #, department, title, and keyword o Utilize director?., t9 automatically upload and attach image o Link to existing HR system ¯Utilize director, to highlight nearest Fax location .Utilize director’ to Provide directions o Generate print version ~Make restricted update to user information. Info Guide o Create an info item ¯ Insert associated links, image and PDF into entry. Community Services Module o Rebuild Family Resources "Search Soup" as an .ASP application integrated ~dth Civica and Microsoft SQL Server o Search by Criteria o Allow search by any combination of:¯Organization or Department¯Resource Categoo7 ¯Target Group / Languages¯Ke)a~’ords¯Other o Preserve user interface design o Remove intermedia~ (transition) screens ¯ Searchby Service o Allow indexed search by:¯Emergency / Crisis~Basic Needs ¯Child Care¯Communit%~ Resources¯Disabilib, Resources¯Education¯Health Care ~Mental Health and Counseling o Conform to modified InfoLine Taxonomy (as provided by the Ci%’ of Palo Alto) o Preserve user interface design o Remove intermediary (transition) screens Password Protectedweb-based data entry system o Allows creation and update of resource records o _Mlows auditing and search of resource records o Allows creation and update of taxonomy tree °Import system o Allows update of Communi~, Seta-ices module from Access data source o Usable bynon-experts Complete qualib7 assurance as directed by Family Resources personnel EXHIBIT B SERVICE PRIORITIZATION AND RESPONSE For Civica Support and Maintenance In accordance with section 6 of the Agreement, Civica shall use the following schedule in providing support and maintenance for the WCMS Deliverables: Priority l:~mergency - Severe application problem resuhing in complete work stoppage for a large number of City Or, complete loss of service to either web site or intranet (application-related site outage). Response:20 minutes during prime hours (M-F 8AM - 5PM) 30 minutes off-hours, holidays and weekends Onsite response (if needed) within 4 hours Resolution: Notifications: Update: Examples: Priority 2!High - Application or service is available short time is acceptable. 4-12 hour resolution time Project Manager is given a detailed report by the Civica on call technician (for off hours only) and distributes to the IT Manager. Hourly or as scheduled with Civica Web server is up but application non-functional. SQL-server errors not related to hardware. Patch updates from vendor or Microsoft cause incomlSatibility resulting in service outage. but in a degraded mode. Work around is feasible or toss of service for Impacts a small group or complete work stoppage for an indMdua!. Response: Resolution: Update: Examples: 2-4 hours during prime hours (M-F 8AM - 5PM) 3-5 business days Daily or as scheduled with Civica Site is operationa!, but search, calendar or other modular functionality is non-operational or impaired. Presentation layer is up but back-end is non-operational. Priority 3/Medium - Moderate business impact; issues have affected customer productivity. Work around may exist or problem is for non-business-critical task. Response: Resolution: Update: Examples: 8 hours 5 business days City is notified when Civica completes repair File attachments won’t upload. Presentation layer is not rendering correctly. Priority 4/Low - Limited business impact. Request can be scheduled. Response:1 business day Resolution:As scheduled by Civica Update:City is notified when Civica completes repair Examples:Programmatic change to back-end to improve efficiency. Programmatic change to front-end. Distribution of all patches and upgrades. ATTACHMENT B CITY OF P.~_LO ~_L.TO CONTP~ACT NO. C06114539 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND CREATIVEWERKS FOR PROVISION OF A WEBSITE REDESIGN FOR THE CITY OF PALO ALTO This ’~GR==~’~E~’~T =s en~ere,s znco ~d~I ~X~)(~, by an~=~ .......~n the ......CITY Or P~.~,==~ ALTO, a chartered cit~and a municipal , ~.,,CTmY,,corpo~+4~n:~, of the State of Calzzornza (.~ ), and Creativewerks, a <o]e mro~rietorshim, !oc~~0--~ ~_=u=u at :~7 Second Street,Suite D, Sausalito, CA 94965 ("CONSULTANT") . Agreement. RECITALS recitals a~= a substantive portion of th’_s A CTTY ’ =’’_,n~enes to redesign the C-’,%V’ s ~ub]~,c website located a~ _. ~,,_~.o:,~ ("Pro ecu ; an@ @eslres to encace~ ~ a consultant to provide website visua! redesiqn services in connection with the Droject ("Service~ .... ~ . R~. pn~cn<~,,,,~T~,~,~=z:.~,,_ has represented that .. ]r’ ’ =~’~ any s~,ponsultan<s" ’ have the necessary professional expertise, qualifications, and cap=~=±!uy, and all required licenses and/or certifications tc provi’-e~ the Services. C.CITY in reliance on these representations desires to engage CONSULTANT to provide ’ ~ ~_ ~n~ Services as more fully described in ~xb,~h~t "~’" attached to and made a Dart of thi~ D. COY~sUL±r~NT has agreed to perform the Services on the terms and conditions contained ~ th~s ~reeme~¢ NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, this Agreement, the parties agree: AGREEMENT Section I. SCOPE OF SERVICES¯ CONSULTANT shal! perform the Services described in Exhibit "A" in accordance with the terms and conditions contained in this Agreement. The performance of all Services sha!l be to the reasonable satisfaction of CiTY. SECTION 2. TERM.The term of this Agreement shall be {tom the date of its full ~ ~’’’_e.,ecu~zon to comDiet!on of the services ~n 050310 ..~ ....:~<~-nce <et fort~ in ~,~b~ t~accordance with the scheau±e of p~:~_~ ....=_~. "~"~. , unless terminated earlier _~ursuant to Section _90 of th~.._s .~.gr~m~n ~. SECTION 3. SCHEDULE OF PERFORMANCE. ~’:_~m=- _is o~ the essence in the ~erformance o{S~_=r:’~=ces under this ~CONS~__..~reement o u =T.~_h _~ shall comb!ere th= Services wztn~n the ~erm of this 9~greement a..a ~n accordance with the schedule q~_ .......~ ~ __=~ forth in ~n~-hibit "~" Any Services for which times for performance are not specified ~n thi ~ ~c ...... sha]__~ be com_menced and completed by_ CONSULTANT ~n a re~so~=s!~, ..... Drommt a~.e t~me~v manner based upon the circumstances and d~rection com~un~cated to h CONqUT~T~,jT CITY’ s’t__e .agreement .....’ the term or ~e schedule for performance sha~l not prec_uee recovery of cama~es for de!av i ~ the extension { ~ required due to the fault o£ SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid ~o CONSULTANT for performance of th% Services described in Exhibit "A", including both payment for professional services -and reimbursable expenses, shall not exceed Eighty-Four Thousand Dollars ($84,000). In the event Additional Services are authorized, the total compensation for services and reimbdrsab!e expenses shal! not exceed Ninety-Two Thousand Four Hundred Dollars ($92,400). The applicable rates and schedule of payment are included in Exhibit "B", which is attached to and made a mart of this Agreement. Addiriona! Services, if any, shal! be authorized in accordance with and subject to the provisions of Exhibit "B". CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additiona! Services shall mean 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 described in Exhibit "B" SECTION 5 INVOICES In order to request payment, CuNb~L±:~N~ ~-~ submit invoices to the CITY describing the services merformed and applicable charges based upon the compensation schedule set forth in Ew~ib~t..~ _ "B" CONSU~H~ ~=~, : sha!]_ ~ubm~t ........ t~e f~r~t~ ~..,.,~_~~n .... ~= following :he CITY’ s acceptance of all the de!iveram±es e~cribed in Tasks 1-3 in Exhibit A. CONSULTANT shal! submit the second -p-~- -of all the de!iverab!esinvoice fol!owing City’ s =c~m~=nc~__ described in Tasks 4-6 ~n Exhibit ~ CITY shall submit mavment of undisputed amounts within 30 days fol!owing receipt of invoices. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. Al! of the Services shall be performed by CONSULTANT or under CONSULTA~:,]T’ s ~uDervision. CONSULTANT represents that it possesses the profess{onai 050310 tech~{~a] per~onne7 necessary_ to p~_=r{_o~m< the Services recuired m~ ’.J this ~ ......___ _~~..~_~i~nt and that the personne! have su{{~c~ent skill an~s experience to pe::o~m the Services ass:g., to them CO~ ~o=_=~: represents ~na~ ~t, its employees ane subconsuitants have and shall m~ntain during the ==~~s ement a!] licenses ~erm~ts............~m or ~n_Agre .....,, --~ ~--~n~t arecua!ifications,insurance =n.a approvals o{ whatever nature ~ ~= legally remuifed to perform the Services. ~7 1 o,_ the services to be furnish=d oy b~,~=_~.~.~± under thi < a@reement sn=~_ meet orofess{ona! <tandard and G~a!itv that prevai~ among profess=~n==s in the same c~scip!ine and of similar knowledge -~ :_~_ _’’ ’__._=n@ ski~ ] engaoed in related work tnroumnouu Califorria ~-~ the .u~:same or similar circumstances SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shal! keep itself informed of and in compliance with al! federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged ~o perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give al! notices required by law in the performance of the Services. CONSULTANT shall report imkmediately to the CITY’s project manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and/or guidelines in relation to the Project of the performance of the Services. Al! documentation prepared by CONSULTANT shall provide for a completed project that conforms to al! applicable codes] rules, regulations and guidelines that are in force at the time such documentation is prepared. SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and all errors, omissions, or ambiguities in the work product submitted to CITY,_~ ~-’ ’~ ~~=o.~!@~@ CITY gives notice to CONSULTANT. SECTION 9. INDEPENDENT CONTRACTOR. it is understood and agreed ~hat in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of the CITY. The manner and means of conducting the Services are the responsibility of and under the control of CONSULTANT, except to the extent they are limited by applicable law and the express rerms of this Agreement. 050310 CONSULTANT wil! be responsible for emp!oying or engaging al! persons necessary to perform the Services. Al! contractors and ~’TT-m beemployees of CON~u~_AN= are deemed to u..aer exclusive direction and control. CONSULTANT shall be responsible for their performance. SECTION i0. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are materia! considerations for this Agreement. CONSULTANT shal! not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager wil! be void. SECTION II. SUBCONTRACTING. CObSUm~:~,~ _ha!± not subconnrac< an,,, portion o: the work to be performed under this Agreement without the prior written authorization of the city manager or designee. SECTION 12o PROJECT MANAGEMENT. CONSULTANT will assign Tom Joyce as the project director to n~,z~ supervisory responsibility for the performance, progress, and execution o~ the Services. if circumstances or conditions subsequent to the execution of this Agreement cause the substitution o{ the project director or any o~ne~ key ~ersonne! for any reason, the appointment of a subst!.~u=e project director and the assignment or any key new or rep±=cemen~ ~~- prior written approva! of thepersonnel will be subject to ,~.~ CITY’ s project manager. CONSULT:-.NT, at cTTY’ s request, shall mrom~t!v remove mersonnel wh~ CITY finds do not ~=r{orm ~he Services ~,<~ an acceptable manner, are uncooperative, or m~=sent a threat to the a@e~ua<e or timelv_~ comm_,etion_ of the.. Project or_ a threat to the safety of persons or property. The city manager will represent CITY for al! purposes under this Agreement. Chris Caravaiho, Senior Technologist, is designated as the project manager for the CITY. The project manager wil! be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. The CITY may designate an alternate project manager from time to time. SECTION 13. DUTIES of CITY. To assist CONSULTANT in the performance of the Services, CITY will furnish or cause to be furnished the specified services and/or documents described in Exhibit "A" and such other available information as may be reasonably requested by 050310 CONaUT SECTION 14. OWNERSHIP OF MATERIALS. All drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed or discovered by CONSULTANT or any other person engaged directly or indirectly by CONSULTANT to perform the services required hereunder shall be and remain the property of CITY without restriction or limitation upon their use. Neither CONSULTANT nor its contractors, if any, shal! make any of such materials available to any individual or organization without the prior written approval of the city manager or designee. SECTION 15. AUDITS. Ca~<HTT~HT will permit CITY to =ud=~, at =nv reasonable time during the term of this Agreement and for three (3) years thereafterf CONSULTANT’s records pertaining to matters covered by this Agreement CO~,,SuLTANT ~’~th=r =g=e~ to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16.INDEMNITY.To the fullest_ extent _mermitt-~,~ by =~aw, ~ ~,,~T !i ~nd=mnify, d~CO~SUm±~.N_s..ah protect, ......~_end and hold harmless CITY, its Council members of:~ -~_,,_=c~rs, emp!oyees and agents (each an ±n@~mn±fiedParty .....) from and against any_ and all demon@s,- ~ cla~m~, __@eat.. or -_,n3ury to anyor ] ~ability_ of any nacur~,~ -including " ~h ’ ’~ person, property damage or any other loss, inc!udin@ al! costs and expenses of whatever nature including attorneys fees, experts fees, court costs and d_~smursem~ncs ("Claims") resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shal! survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, wil! not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. 050310 SECTION 18. INSUR/~CE. 18.1.CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shal! obtain a policy endorsement naming the City of Palo A!to as an additional insured under any ceneraT_ =~iabi]itv_ poilcy__ 18.2.All insurance coverage reo.uired hereunder shall be provided through carriers with Best’ s Key Rating Guide ratings of A-:VII or ~ ’ ~ ~ .....’n!gne: ~.,h{ch are admitted to transact insurance business in the State of California.and al! contractors of ~’ ~ to ~form S=rvices under ~h~ s ~:~=ement ,~ ~ ~CONSULTANT r~ ~_nee me._~~. ....~_ obtain and maintain, in full force and effect during the term of this Agreement, identica! insurance coverage, naming CITY as an ad@~<!ona! ~nsured under such policies as requ~_r~c above. 18.3.Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreemen<. The certificates wil! be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and wil! not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification, CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Purchasing Manager during the entire term of this Agreement. 18.4.The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfil] the indemnification provisions of this Agreement. SECTION 19. WORKERS’ COMPENSATION. CONSULTANT, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing and during the performance of the Services. SECTION 20. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 20.!. The city manager may suspend the merformance of the Services, in whole or in part, or ~:m~nate this Agreement, 050310 ~±~.~ ~ witnou~ cause, bv ~~ ~en da,,~’~rior written notice ~ ~reof to CONSULT~HT Upon recei~of "tn~ ......._such Rotice, CONSULTANT wi~ ~ {m ~ ~{-~-ly ~..... @.~e~u~discontinue its ~erformance of ~he Services. 20.2.CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving ten (i0) days prior written notice thereof to CITY, but only in the even: of a substantial failure of performance by CiTYo 20.3.Upon such suspension or termination, CONSULTANT shall deliver to the~y~: Manager im~mediateiv_ any and al! co~ies_ of studies, ske~c..es, drawings, computations, an@ other data, whether or no: completed, prepare@ mv CO ....... N: ~< contractors, =: any, or g{v=n_ ~.. to CONSHT~q~~=:~_~= or it s contractors, ~f any, in connection with this Agreement. Such materials wil! become the ~ro~ertv o~ m-~v 20 4 U~on <~,ch su<~=nsion or termination bv CITY, CONSULTANT will be paid for the Services rendered or mater{als e=!!v~r~e to C±~z in accordance with :ne scope of services on or bezore the effective date (i.e., !0 days ar~er g±v±ng notice) of suspension o"- termination" ~ - ’ ....__.... p=oYze~e, however, ~ this Agreement is suspended or ~m~n ...._~:.~_~.~<~e on account o; a default by CO.IaUL±~T, CITY will be obligated to_comm~.s=~ CONSULTANT only for ~na< mortion of CONSULTANT’ s services which are of direct and immediate benefit to C±±~ as such determination may be made bv the ~itv manam=r acti~ in the reasonable exercise of his/her discretion 20.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part cf CITY of any of its rights under this Agreement. SECTION 21. NOTICES. ...... o~zc~s hereunde wzll be @iven in writing ane mailed, ~ostage oremaid, by certified mail, addressed as fol!ows: To CITY:Office of the City Clerk City of Pa!o Alto Post Office Box 10250 Pa!o Alto, CA 94303 With a copy to the Purchasing Manager. To CONSULTANT: Creativewerks Attn: Tom Jovce 207 Second Street, Suite D 7 050310 Sausa!ito, CA SECTION 22. CONFLICT OF INTEREST 22.1 In accepting this ...._.=g:<~,~u CONSULTANT covenants that it presently has no interest, and wil! not acquire any interest, dir=pt or indirect, financial or otnerwzse, ~4nzch would conflict in anv manner or degree with the performance of Services. 22.2.CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsu!tants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Pa!o Alto Hunicipa! Code and the Government Code of the State of Ca!ifornia. 22.3. ±z the Project Hanager determines that CONSbLTA~’~± is a "Consultant" as that term is defined by the Regulations of the Fair Political Practices Com~mission, CONSULTANT shall be required and agree<~ to ..___~i ]e the appropriate_ ....... {ina~c~a! disclosure document< required by the Pato Alto Hunicipa! Code and the Political Reform Act ~ SECTION 23° NONDISCRIMINATION.As set forth in Pa!o A!to Hunicipa! Code section 2.30.510,CONSULTANT agrees that in the performance of this Agreement,it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, £amilial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the mrovisions of Chapter 2.28 of the Paio Alto Hunicipa! Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Chapter 2.30 pertaining to nondiscrimination in employment, including completing the form furnished by CiTY and set forth in Exhibit "C" SECTION 24.MISCELLANEOUS PROVISIONS. 24.1. This Agreement will be governed by the laws of the State of California. ¯.~h un~u an action is brought, the24 2 in u..e event .... _ mart~es agree ....ria! of such action w~]] be ....xc!us~--~ 050310 in the state courts of California_ or in the "un!~d’~- ~ ’q<ares District~ Court for the Northern District of California in Zhe County of Santa Clara, State o{ Ca!Jfornia. 94 3 The preva~ ~-: < ¯{n ~roucht ¯-. ._ r~,,,a~v act!oN, s.~rO enforce the_<’rovisions of this_. ..~_~cr=ement mav~ recover its reason~:e-m~ costs =~ at:ornevs’{eeq -" -~ ~- ~with h~_ ~ ~xp~e~e in connection r ....action. 2~ s This document rem~=sents the enti~= and ~gr~.=nc between the ~art!es and supersedes a?? prior cnQ co,cracKs,~,~neGo~!a~!ons, reoresentat!ons, ora!. This document may be amended only b’,i a written instrument, ~=~n i~ ~igned mv the 24.5.if a court of competent jurisdiction finds or rule< that any mrovision o{ thi~ Aor-~=m=nt or any amendment thereto is void or unenforceable,the "~ --~-~- ~-~-un= ~_ ~_~c~ provisions of this ~Greemen: a.~e any amendments th=ret© wi]] remain ~n full ,_-or~= ano e: .._-ecE. o ;" .6.The covenants, terms, c~.n.o_~t!ons an@ Drov!sions of this Agreement will apply to, and wi!l bind, the administrators, assignees, and CONSULTANTs, as the case may be, of the parties. _,9~ .....7 ~ll exhibits referred to in this Agreement ~ ~-~~h=d~le~ to thisany aSd=md~, ammendices, attachments, Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated ~.!s Agreement - ~ w~l ~ be deeme~ to be a mart of rn!~ Agreement 24.8.This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Pa!o Alto Municipal Code. This Agreement wil! terminate without any penalty (a) at the end of any fisca! year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fisca! year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no !onger available. This Section 24.8 shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. IN WITNESS ~’ ~v~H=RnO~,~ the. ~H=~ies hereto have ~ _ov the~-= duly: authorized representatives executed this Agreement on the date first above written. 050310 APPROVED AS TO FORH: Senior Asst. City Attorney APPROVED : Director of Administrative Services Assistant City Manager By: CP-~TI v ~ w&P.~ c~ ,’_ ±t!~ : (If corporation: President or Vice-President) ,,~.~ /~"~ /- H~m÷: _I i Title: (If corporation: Secretary er Treasmrer) taxpayer iQ~_n.u!:!cacio.r~. No. (Compliance :.:i~h Corp. Code g 313 is required if the entity on whos= behalf :his contract i~ simned ~ a cO~nOrnr~on T.,_ the aiterna~= , a certified corporate. resolution attesting ro the signatory author~t,, of the individuals sicninG {n their respective cam~-~"r~=~._ ........~ ~ acceptable) Attachments: EXHIBIT "A": EXHBI!T "B": EXHIBIT "C" EXHIBIT "D"" SCOPE OF SERVICES/SCHEDULEOF PERFORMANCE COMPENSATION INSUKhNCE NONDISCRIMINATION COMPLIANCE FORM !0 050310 EXHIBIT ~A" SCOPE OF SERVICES ~!~D SCHEDULE OF PERFORMANCE Background: The City of Pa!o Alto owns and operates the web site www. citvofma!oa!to, or~. The web ~ te in~7 uS=s ~oorox~ m~t=7 ,,, ? web pages and 67 subsections admini<~<at=d by amn, ro-~4Kat=~,~ o5 s~aff persons. The web site represents the character of the City of Pa]o Alto to the 1nternet-enabled Genera~ publip Add!t! - ~ ~v ’ w=~ sit is a re~ositorv of documents ~erta~ninm to the movernment of the Cirv~ of Palo ALto ~ ~ . The web site currently consists of aooroximateiv: ,0900 web pages; 8c~0 down!oadab’- files ~PDFs) ¯ 67 <~b<ect~ons ( "-~r+ ~ntal!v nd d~v~iona!lv ,~000 visi:ors~s=_~m.~a _ _~~r~.~u~e ’).per month; on-] in= calendars" hostea servia=< inc!udi<,g: easement Cracking, on] ~ n= mermitting, sur:~evs,_~o~r=~ <ring_ (c~o!i ce ....~ g S~+O ~ : _department), ~ ~brarv cata:o ~ and Pa!o ~sn,loy class and ........~ ....c~hotrecreational activitv sign-up; A small video and maD_ c-~eries’~=_. , and integrated ~:<=~:-ice<u ~ {Exchange.e-mail integration) . The web site is hosted at the City of Pa!o Alto. The webserver omerates_ using FreeBSD 5.3 and Amache~ ~.3.2.7._ ~!~e web~rver and/or the web site content will be maintained the Civica content management system The public web site does not posses a c!ear!v recognizable visual identity, branding or message. Since 2003, upkeep has been performed in "maintenance-mode," and information architecture, visual design and general cleanup were not attended to during this period. Project Description: This project provides renovation and update of the appearance of the City of Pa!o Alto public web site. The visual redesign of the City’s web site includes an intuitive navigation and information architecture, and increased usability, and maintainabiiitv. Consultant shall provide a web site visual redesign for imnrovements to the CITY’ s public web site located at www.ci<yofpa!oaito.org. CONSULTANT SERVICES Genera!: 1 050310 the satisfaction, of the City and shal! meet the criteria set forth below : a.~ ~_o~7_e_ consultatmon to determine the City’ s design needs. b._~o,~d_ a complete v!sual_ ._~design~ of 9~,~-~._ ex~n~-~-u of Pa!o Alto web site and all subsites. _u~_, redesign shall som_municat e cohesiveness throughout the ~,~ site. d. The visual redesign shall al!ow for the maintenance of denartmenta!~ and e~_"-vm’siona~ "branes.~ " e. Shal! produce a clear and i ntu{tive navigation system. f S~a! I be operable within ~e C~v,~a web ~ite con~en~ management system. g. Shall separane content zrom vmsual presen<armon in to preserve the City’ s :d~nuluy across man.,_/ departmen:al and divisiona! "brands." ’ h. Shall provide multiple web site style and brand guides. ~h ’~reiFor~._e review mrocess,sent three rounds o{-~=-~’ ~or each conce~t to be a~_r~’=~.~,~-~ -~’-d=~eloD~ent ~p_ addition to the home page, this may inciade distinct sub- level temo!ates, deoartmenta! home mages, @eneric s~b- pages and calendar pages. Reviews shal! include storyboards and, if digitally presented, CD-ROM media as "leave-behinds" for interna! review by the City. ’., ~ r=~ ’ ’ h~ ~.al design on C~ ~,0~. orn For Fina! Design m_~en< r ........~-m ~ r ~ Photoshoo and LayeredDVDROH to the City as lave_e@ _ 7i ~strator or Quark m-:!es. Al! properly licensed and stock art necessary for web page Droducgion ~-’sn~±l included. B. Specific Tasks, Deliverab!es and Schedule CONSULTANT shall perform the Services so as to commlete each task or milestone within the number of days or weeks specified be!ow. The time to complete each task or milestone may be increased or decreased by mutual written agreement of the project managers for 2 050310 SCHEEULE Utilizing a s=ruczured set of questions, Creativewerks shall eveiua~e the individual needs cf each sub-site for which :he stakeholders have r=s~on~h{ ~’, {The City of Pals A!~o may =~e~-r <o ~artici~ate in the creation of these szruc:ured questions.) 3reativewerks shall conduct two off-sire focus group sessions looking at nasic site usage questions for sires similar to City of Pals Alto web site. Each group ~,~] consist oz s!x members of ~he Du~i!c se±ec:e~ sv <,ides documentation zo <he City cf Pa!o Alto. 3e!iverab!es: Main site and :ub-~{t=-b",-~,,b-:{r= requirements recordincs (in CD-ROMiDVD format of focus group sessions. 2ASK 2 .............-<eat4ve,.,.=~.-s ~h;~= eva~uate .........navigation iq~-’= on a s4t=-bv-~te, ___ {as ie:ermined by s:akehoider workgroups in Phase One) basis. Crea:ivewerks shall zerfcrm a di~co~:=~v_ ~mroc=~- ....... on ~r~s-deparnmenZa!, cross-po!!inaticn spportuni:ies tc develop a dccumen: :ha: ou:!ines :hose opportunities in ...............-~==r and c~.:~~= ~=.~=~__~ for ~o<ova~_~_ _ by each of the S<akehc!der workgroups . De!iverab!es : P-m ~ ~-s-~a~em-’~e /~@1 ~ i m m= 4 an opportunities 2ASK 3 Utilizing the City of Paio A!to’s information design documents, data from stakeholder meetings, and consultation wich Civica Software, Creativewerks shall determine which pages can be built with standard Civica "zempia<es" and which pages cannot. Creativewerks shall produce a Programs.ing Requirements binder co be used by Civica during the programming phase of the CMS implementation. Deiiverab!es: Proorammi.-~ R=G~em=~ts binder of .-=m~a~-a"~,~= and temp!ateabie page document for use in Civica Software implementaticn 3 Weeks 2 ’Weeks ! Week TASK 4 Creativewerks shall develop three comprehensives including :he main homepage and a sample of sub-size homepages and sub-pages, and present <hose to the Ci:y of Paio Alto. Any "corner-cases," or exceptions, discovered during focus group evaluations or discussions with Civica Software shall be addressed at this time. Based on the reception, Creativewerks shall revise one or more of these comprehensives and re- ]resenz prior :o agreement on a final visual direction for the new website. including main homemade, sub-page, homeDames,~z~m" oz~e~ :.~m~m necessary.4 Weeks 3 050310 TASK 5 Creativewerks shali conduct u~tv testing ~o addres~ any use~ issues with <he new de~c~ Creativewerks sha!~ develop a _~._~] Web Site De~cn__; ........ and Usage Guide D~b]~c=t~o~ will ~t~=~= c~]~ measu~=me~t~, fonts, sizes treatments. Creativewerks shall plan and coordinate all usabiii<y :esting and provide recording documentation to the Cit7 of Paio Alto. Site d=~icn and D~hl{~--~.usage Gazion, recording Of iTASK 6 Creativewerks shall create the individual graphics Civica Sol:ware needs to begin construction of the City of Palo Alto internet and intrane: sites for CITY review and approval. 3 Weeksi iDeliverab!es: All approved graphics for entire City of Pale Alto ~,ehsite =.nd intrane~ 2 Weeksl Tora! 15 Wee .~ASK 7 (Optional to be authorized as an Additional Serivce) ]reativewerks shal! perform final usability and QA testing based on a sub- set of :he new web si~e. These fina! ~es~s will be task-oriented. recording documentation of rhe usabi!irv testinG. Crea<ivewerks shall ~Del~verabies: Usabil!ty testlng, design adjustments, recorclngs o: Weeks~usabi!itv testinG(in CD-ROH/DVD format) .!.5 4 050310 EXHIBIT ~B" COMPEN SAT i ON ¯ n~ CT~v sha!] commensate <he ~,~r~=m~,:~ ~ services_~er£’-r~’-~--~-:~~ _~in ....... accordance with the term< and conditions of this Agreement, ~@ as set forth in the ~" ’~ ~ below. The compensation to be paid to CONSULTANT under this Agreemen~ for all services described in Exhibit ’%" ("Basic Services;’) and reimbursable expenses shall not exceed $84,000,00. CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, wkhin this amount. In the event CITY authorizes any Additional Services, the maximum compensation shall not exceed $92,400.00. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be a~ no cost to the CITY. CONSULTANT shall perform the t’~sks and categories of work as outlined and budgeted below. The C!TY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbdrsab!e exmenses, does not exceed <<s 000 and the total commensation for Additiona! Services does not exceed $8,400. REIMBURSABLE EXPENSES The ~,avment for Basic Services includes payment for al! costs and expenses that may be incurred by CONSULTANT in the performance of the Basic Services. ADDITIONAL SERVICES cP,.~I~l , .,,~, sha!] --~ those described in Task 7, only by advanced, written author~ zation from the CTTV The ~"~q~ T~ at the CiTv’ s project manager’ s request, shall submit a detailed written proposa~ ~ncluc=ng a description of the scope of qchedule, level of effort, - ’ CONSULTANT’ s proposed maximum compensation. !:~e additional services <cope, <c~=d~]= and maximum compensation shall be negotiated and agreed to in writing by th= C~Tv’ s P<oject Manager and commencement of the services. Payment for additional services is subject to al! requirements and restrictions in this Agreement. 5 050310 BUDGET SCHEDULE NOT TO EXCEED AMOUNT Task !$20,000 A!l required meetings Recuirements document Recording of Focus Group Sessions (CD-ROH or DVDROH) Task 2 $8,00@ Cross department/Pollination Document Task 3 $8,@00 Programming Requirement Binder of temp!atab!e and non- temp!atabie page document for use in Civica Software Task 4 $18,000 3 comprehensives (graphic design scenarios) Task 5 $26,000 Usability testing Site Design and Usage publication Recordings of usability tesiing (CD-ROM or DVDROM) Task 6 $4,000 Create individual graphics for Civica Software (!nternet and intranet) Tota! Basic Services $84,000 Additiona! Services (Not to Exceed) Task 7 (Op<iona!) Final usability testing, design recordings (CD-ROM or DVDROM) o $8,400 adjustments,QA,and MAXIMLrMNOT TO EXCEED COMPENSATION $92,400 6 050310