RESOLUTION NO. 24-
Resolution Of The City Council Of The City Of Emeryville Authorizing The City Manager To Enter Into An Agreement With Granicus, LLC For A New City Website Platform (OpenCities) And Agenda Management Software (OneMeeting) (CIP # INT01, 24670001), For A Term Of Five Years And A Total Not To Exceed Amount of $235,000.00
WHEREAS, the City’s website is outdated, difficult to navigate, cumbersome to update, and in need of replacement; and
WHEREAS, during their 2023 budget discussions, the City Council identified the development of a new public facing website as one of their goals. The Council also appropriated funding for the project in the 2023-28 adopted Capital Improvement Program (CIP # INT-01, 24670001) IT Applications and Development; and WHEREAS, the City Council expressed a desire to have a site that is accessible, equitable, easy to navigate and locate information, with a modern, streamlined aesthetic.
Additionally, staff needs a site that is simple to update and maintain, and that integrates with current and prospective online initiatives; and
WHEREAS, while staff were reviewing potential proposals and speaking with vendors about the website project, the opportunity arose to also review new agenda management software as it integrated heavily with the website through agenda publication and storage of historical data; and
WHEREAS, the current Legistar system is clunky and cumbersome for the agenda workflow. The agenda creation process is tedious and time-consuming for staff as items are pulled one by one from a database and added to the agenda. There is little customization allowed within the program and the look and approachability of the agendas and minutes are dictated by the confines of the system; and WHEREAS, one objective that the City Council highlighted in their discussions around a new website was the desire to engage stakeholders (both internal and external) on the website needs and design discussions. During the vendor interviews, Granicus, LLC offered a comprehensive stakeholder approach and after reviewing all the proposals, was the selected vendor; and
WHEREAS, the Granicus solution of OneMeeting proved to be a solid product for a new agenda management software solution. Granicus can integrate with Laserfiche for document storage and retention. Additionally, Granicus can migrate several years of historical agenda data including videos, agendas, attachments, and minutes easily and in a more cost-effective way than the other vendors; and WHEREAS, bundling OpenCities for the new website and OneMeeting agenda management software provided a cost savings for the City; now, therefore, be it DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 Resolution No. _____
Website and Agenda Management Software Contract
City Council Meeting | February 20, 2024
RESOLVED, by the City Council of the City of Emeryville that the City Manager is authorized to enter into an agreement with Granicus, LLC For A New City Website Platform (OpenCities) and agenda management software (OneMeeting) (CIP # INT-01, 24670001), for a term of five years and a total not to exceed amount of $235,000.00.
ADOPTED, by the City Council of the City of Emeryville at a regular meeting held Tuesday, February 20, 2024, by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
MAYOR
ATTEST: APPROVED AS TO FORM:
CITY CLERK CITY ATTORNEY
ATTACHMENTS
Exhibit A – Professional Service Contract
Exhibit B – Scope of Work & Pricing
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034
C A L I F O R N I A
P R O F E S S I O N A L S E R V I C E S C O N T R A C T
F O R C I T Y U S E O N L Y
Contract No. CIP No.
Resolution No. Project No.
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THIS PROFESSIONAL SERVICES CONTRACT (“Contract”) is effective as of ____________________ (the “Effective Date”), by and between THE CITY OF EMERYVILLE, a municipal corporation, (“City”) and GRANICUS, LLC, a Minnesota Limited Liability Company (“Contractor”), individually referred to as a “Party” and collectively as the “Parties”.
W I T N E S S E T H T H A T
WHEREAS, the City desires to engage Contractor for providing a citizen-focused website and providing OpenForms; and
WHEREAS, the City desires to engage Contractor for providing a replacement agenda management software system; and
WHEREAS, the City finds that specialized knowledge, skills, and training are necessary to render the services necessary to do the work contemplated under this Contract; and WHEREAS, the City has determined that the Contractor is qualified by training and experience to render such services; and
WHEREAS, the Contractor desires to provide such services; and, WHEREAS, the public interest will be served by this Contract; and NOW, THEREFORE, the Parties hereto do mutually agree as follows:
1. SCOPE OF SERVICES AND TERMINATION DATE
1.1 Project Description
A complete project description is set forth in the Scope of Work, attached hereto as Exhibit A and incorporated herein by this reference.
1.2 Services
The services to be completed under this Contract (“Services”) are described in the Scope of Work set forth in Exhibit A. The Services shall be performed in accordance with terms, conditions, and specifications set forth herein. To the extent there is a conflict between the Scope of Work, and the terms, conditions, and specifications set forth herein, the terms, conditions, and specifications set forth herein shall govern.
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1.3 Schedule and Completion Date
The Services to be provided by Contractor under this Contract shall commence on the Effective Date and shall continue through the end of the then current billing term, and will continue for an additional four (4) years thereafter. The Parties may, by mutual, written consent, extend the term of this Contract.
1.4 Licensing and Permitted Use
Contractor and its licensors own all IP Rights in the products. Contractor Products (“Products”) shall mean the online or cloud subscription services, on premise software, and embedded software licensed to City, and hardware components purchased by City under this Contract. City and its authorized users have no right, title or interest in the Products other than the license rights expressly granted herein. All rights not expressly granted in the Products are reserved by Contractor or its licensors.
Contractor Products and Services are purchased by City as subscriptions. Contractor hereby grants and City hereby accepts, solely for its internal use, a worldwide, revocable, non-exclusive, non-transferrable right to use Contractor Products and Services during the term of this Contract. Contractor reserves all right, title and interest in Contractor Products and Services, the documentation and resulting product including all related intellectual property rights. No implied licenses are granted to City. Contractor name, logo, and the product names are trademarks of Contractor, and no right or license is granted to use them. City assigns to Contractor any suggestion, enhancement, request, recommendation, correction or other feedback provided by City relating to the use of Contractor Products and Services. City shall not: (i) Misuse any Contractor 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 third parties; (iii) Use Contractor Products and Services in a manner in which system or network resources are unreasonably denied to third parties; (iv) Use the Products and Services as a door or signpost to another server; (v) Access or use any portion of Contractor Products and Services except as expressly allowed by this Contract; (vi) Disassemble, decompile, or otherwise reverse engineer all or any portion of Contractor Products and Services; (vii) Use Contractor Products and Services for any unlawful purposes; (viii) Export or allow access to Contractor Products and Services in violation of U.S. laws or regulations; (ix) subcontract, disclose, rent, or lease Contractor Products and Services, or any portion thereof, for third party use; or (x) Modify, adapt, or use Contractor Products and Services to develop any software application intended for resale which uses Contractor Products and Services in whole or in part.
City can only use Products to share content that is created by or owned by City and/or content for affiliated organizations, provided that use by City for affiliated organizations is in support only, and not as a primary communication vehicle for such organizations that do not have their own license to the Products. “Content” means any material or data: (i) displayed or published on City’s website; (ii) provided by City to Contractor to perform the Services; or (iii) uploaded into Products. Contractor is not responsible for DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract
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any Content used, uploaded or migrated by City or any third party. City grants Contractor a limited, non-exclusive right during the Term to access and use the Content to provide the Products and Services. Content does not include user feedback related to the Products or Services, which Contractor is free to use without any further permission or consideration to City. In addition, Content does not include data generated by use of the Products, including system data and data derived from Content in an aggregated and anonymized form, which may be used by Contractor for any and all business purposes including diagnostics and system and product improvements.
Each Party retains its rights in its pre-existing intellectual property.
For the Services, Contractor grants City a non-exclusive, non-transferable, royalty-free, perpetual license to use the “Deliverables” on behalf of and for the benefit of City independently and with Contractor Products. “Deliverable(s)” means any computer software, written documentation, reports or materials developed by Contractor specifically for City pursuant to an Order. Contractor retains all right, title and interest to the Deliverables except for those rights expressly granted to City and reserves all rights not otherwise expressly granted herein.
1.5 Warranty
The Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards for the software consulting industry. Contractor will use reasonable commercial efforts to complete the Services in accordance with all material specifications or any Contractor written documentation. If the Services fail to comply with this warranty during the “Warranty Period,” which is the thirty (30) day period following completion of the Services, City will promptly notify Contractor in writing specifying in reasonable detail any alleged non-conformities in the Services. Upon receipt of notice and a determination that the Services did fail to comply with this warranty, Contractor will, as City’s sole and exclusive remedy, promptly reperform any such Services in accordance with the material specifications, Contractor written documentation and this Contract. THE WARRANTIES SET FORTH IN THIS
CONTRACT ARE EXCLUSIVE AND CONTRACTOR DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES,
INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING OR COURSE OF PERFORMANCE.
2. WORK CHANGES
2.1 City Rights to Change
The City reserves the right to order changes in the Services to be performed under this Contract by altering, adding to or deducting from the Order. All such changes shall be incorporated in amendments executed by the Contractor and the City. Such amendments shall specify the changes ordered and any necessary adjustment of compensation and completion time.
DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract
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2.2 Additional Work Changes
Any work added to the Order by an amendment shall be executed under all the applicable conditions of this Contract. No claim for additional compensation or extension of time shall be recognized unless contained in an amendment duly executed on behalf of the City and the Contractor.
2.3 City Manager Execution
The City Manager has authority to execute without further action of the Emeryville City Council, any number of amendments so long as their total effect does not materially alter the terms of this Contract or increase the total amount to be paid under this Contract, as set forth in Section 3.2 below.
3. COMPENSATION AND METHOD OF PAYMENT
3.1 Compensation for Services Performed
City agrees to pay the Contractor for the Services as specified in each Order. Annual fees are due upfront at the beginning of each annual term. Services fees and one-time fees are due according to the billing frequency specified in each Order. Compensation for Services shall be paid to the Contractor upon receipt and approval by the City of invoices setting forth in detail the Services performed and costs incurred. Any disputed amounts will be identified in writing to Contractor within the payment period or be deemed accurate and payable. The City shall pay the Contractor within forty-five (45) days after receipt of the invoice by City Staff.
3.2 Total Compensation Amount
The total amount paid under this Contract as compensation for Services performed and reimbursement for costs incurred shall not, in any case, exceed TWO HUNDRED THIRTY-FIVE THOUSAND DOLLARS AND NO CENTS ($235,000.00), except as outlined in Section 2.3 above. The compensation for Services performed shall be as set forth in Exhibit A. Reimbursement for costs incurred shall be limited as follows. Long distance telephone and telecommunications, facsimile transmission, normal postage and express mail charges, photocopying and microcomputer time shall be at cost.
Supplies and outside services, transportation, lodging, meals and authorized subcontracts shall be at cost plus no more than a 10% administrative burden.
Automobile mileage shall be no more than the current deductible rate set by the Internal Revenue Service.
4. COVENANTS OF CONTRACTOR
4.1 Assignment of Contract
The Contractor covenants and agrees not to assign or transfer any interest in, nor delegate any duties of this Contract, without the prior express written consent of the City which shall not to be unreasonably withheld. As to any approved subcontractors, the DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract
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Contractor shall be solely responsible for reimbursing them and the City shall have no obligation to them.
4.2 Responsibility of Contractor and Indemnification of City Except to the extent caused by the sole negligence or willful misconduct of the City, Contractor shall indemnify, defend, and hold harmless City and City’s members, officers, agents, employees and volunteers, from and against any and all third party claims, losses, liabilities, nature and description, damages to tangible property, injury (including without limitation injury to or death of an employee of Contractor or subcontractors as well as any claim by any employee, agent, Contractor or independent contractor hired or employed by Contractor that such persons or individuals are entitled to any benefit otherwise provided to employees of the City, including coverage under the California Public Employee Retirement System), costs and reasonable expenses of any kind, whether actual, alleged or threatened, including, without limitation, damages, court costs, reasonable attorneys’ fees, litigation expenses, and fees of expert contractors or expert witnesses incurred in connection therewith and the costs of investigation, caused by the negligence, recklessness, or willful misconduct of Contractor, any subcontractor, anyone directly or indirectly employed by them or anyone that they control. This obligation to indemnify and defend the City, its members, officers, agents, employees and volunteers shall survive termination of this Contract.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance of “design professional” services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.
TO THE EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANY OTHER PROVISION OF THIS CONTRACT, EXCEPT FOR CITY’S OBLIGATIONS TO PAY AMOUNTS DUE UNDER EXHBIT A, OR CONTRACTOR’S LIABILITY FOR DEATH
OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE, RECKLESSNESS OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY’S MAXIMUM
AGGREGATE LIABILITY FOR ALL CLAIMS ARISING IN CONNECTION WITH THIS
CONTRACT (WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE LESSER OF TWO TIMES (2X) THE FEES PAYABLE BY CITY FOR CONTRACTOR PRODUCTS AND SERVICES OR FIVE HUNDRED THOUSAND DOLLARS ($500,000 USD). NEITHER PARTY WILL BE RESPONSIBLE FOR INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, SALES, OR GOODWILL, HOWEVER CAUSED. THIS SECTION WILL SURVIVE THE TERMINATION OF THIS CONTRACT. NEITHER PARTY MAY INSTITUTE AN
ACTION IN ANY FORM ARISING OUT OF OR IN CONNECTION WITH THIS DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract
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CONTRACT MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ARISEN.
4.3 Independent Contractor
The Contractor hereby covenants and declares that it is engaged in an independent business and agrees to perform the Services as an independent contractor and not as the agent or employee of the City. The Contractor agrees to be solely responsible for its own matters relating to the time and place the Services are performed; the instrumentalities, tools, supplies and/or materials necessary to complete the Services; hiring of contractors, agents or employees to complete the Services; and the payment of employees, including compliance with Social Security, withholding and all other regulations governing such matters. The Contractor agrees to be solely responsible for its own acts and those of its subordinates and employees during the term of this Contract.
4.4 Insurance
Contractor shall not commence Services under this Contract until it has provided evidence satisfactory to the City that it has secured all insurance required under Exhibit B, attached hereto and incorporated herein by this reference. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under Exhibit B. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Contract for cause.
4.5 Records, Reports and Audits
4.5.1 Records
A. Records shall be established and maintained by the Contractor in accordance with requirements prescribed by the City with respect to all matters covered by this Contract. Except as otherwise authorized, such records shall be maintained for a period of three years from the date that final payment is made under this Contract. Furthermore, records that are the subject of audit findings shall be retained for three years or until such audit findings have been resolved, whichever is later.
B. All costs shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers, or other official documentation evidencing in proper detail the nature and propriety of the charges. All checks, payrolls, invoices, contracts, vouchers, orders or other accounting documents pertaining in whole or in part to this Contract shall be clearly identified and readily accessible.
DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract
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4.5.2 Reports and Information
Upon reasonable advance written notice and request, the Contractor shall furnish to the City any and all statements, records, reports, data and information related to matters covered by this Contract in the form requested by the City.
4.5.3 Audits and Inspections
Upon reasonable advance written notice and request, and during normal business hours, there shall be made available to the City for examination all records with respect to all matters covered by this Contract. The Contractor will permit the City to audit, examine, and make excerpts or transcripts from such records, and to audit all contracts, invoices, materials, data relating to all matters covered by this Contract.
4.6 Conflicts of Interest
The Contractor covenants and declares that, other than this Contract, it has no holdings or interests within the City of Emeryville, nor business holdings, contracts or agreements with any official, employee or other representative of the City. For the duration of this Contract, in the event the Contractor or its principals, agents or employees acquire such a holding, interest, contract, or agreement within the City of Emeryville or with any official, employee or representative of the City in the future, the Contractor will immediately notify the City of such holding, interest, contract, or agreement in writing.
4.7 Confidentiality
It is expected that one Party may disclose to the other Party certain information which may be considered confidential or trade secret information (“Confidential Information”) by that Party . Subject to required disclosures under the California Public Records Act or any other applicable laws, Confidential Information may include: (i) non-public information if it is clearly and conspicuously marked as “confidential” or with a similar designation at the time of disclosure; or (ii) non-public information of a Party if it is identified as confidential or proprietary before, during, or promptly after presentation.
Subject to required disclosures under the California Public Records Act and any other applicable laws, each Party agrees to shall exercise reasonable precautions to prevent the unauthorized disclosure and use of information whether deemed confidential or not. If a Party is required to disclose records in response to a public records request, court order, administrative agency or governmental body order, or subpoena, summons or other legal process, that Party shall promptly (and prior to such disclosure) notify the other Party in writing of such demand in accordance with Section 16. If the other Party objects to disclosure of a record(s), that Party shall seek a court order from a court of competent jurisdiction prohibiting the first Party from disclosing the record(s) objected to within the applicable time required by the first Party to disclose the record.
Each Party shall return the Confidential Information upon written request by the other Party.. City understands and agrees that it may not always be possible to completely DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract
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remove or delete all Confidential Information from Contractor’s databases without some residual data.
4.8 Discrimination Prohibited
The Contractor covenants and agrees that in performing the Services required under this Contract, the Contractor shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, gender identity, marital status, national origin or ancestry, age or disability, except as provided in section 12940 of the Government Code.
4.9 Licenses, Certifications and Permits
The Contractor covenants and declares that it has obtained all diplomas, certificates, licenses, permits or the like required of the Contractor by any and all national, state, regional, county, city or local boards, agencies, commissions, committees or other regulatory bodies in order to perform the Services contracted for under this Contract.
All work performed by Contractor under this Contract shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily expected of competent professionals.
4.10 Key Personnel
Upon execution of this Contract, Contractor shall assign a Project Manager for the successful prosecution of the Services due to their unique expertise and depth and breadth of experience. There shall be no change in Contractor’s Project Manager or members of the project team without the City’s approval. Contractor recognizes that the composition of this team was instrumental in the City’s decision to award the work to Contractor and that compelling reasons for substituting these individuals must be demonstrated for the City’s consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Contractor’s obligations under this Contract and shall be grounds for termination.
4.11 Authority to Contract
The Contractor covenants and declares that it has obtained all necessary approvals of its board of directors, stockholders, general partners, limited partners or similar authorities to simultaneously execute and bind Contractor to the terms of this Contract, if applicable.
4.12 Ownership of Work
[Intentionally omitted].
4.13 City Labor Requirements
4.13.1 Compliance
At the Effective Date, compliance with the City’s living wage ordinance is required / not required for this Contract. If this Contract provides for compensation to DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract
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Contractor of $25,000 or more within a single fiscal year for providing Services to the City, then Contractor shall comply with the requirements of the City’s Living Wage Ordinance set forth in Chapter 31 of Title 5 of the Emeryville Municipal Code, unless (i) Contractor is a governmental entity, (ii) this Contract is subject to a higher prevailing wage rate as defined in the California Labor Code, or (iii) this Contract is subject to federal or state laws or regulations that would preclude the application of the City’s laws.
4.13.2 Applicability
Compliance with the Living Wage Ordinance, if applicable, shall be required during the term of the Contract for all employees of Contractor who perform at least twenty-five percent (25%) of the work arising from this Contract, unless said employees are otherwise exempt from the application of the Living Wage Ordinance pursuant to Section 5-31.08 of the Emeryville Municipal Code. Contractor shall promptly provide to the City documents and information verifying compliance with the requirements of the Living Wage Ordinance within ten (10) working days following a written request for such documentation and information from the City.
4.13.3 Non-Compliance
Failure to comply with the Living Wage Ordinance provides that a person claiming a violation thereof may bring an action against Contractor for back pay, reinstatement and compensatory damages, as well as a penalty up to three times the amount of damages for a willful violation, plus reasonable attorney’s fees and costs. In addition, the City may terminate the Contract and pursue any other remedies available to the City, including debarment, for violations of the Living Wage Ordinance.
4.13.4 Living Wage
Contractor shall notify each of its affected employees with regards to wages that are required to be paid pursuant to this Contract. “Living Wage” means no less than $18.00 PER HOUR (which is subject to increase annually on July 1st to reflect the twelve-month average increase to the Consumer Price Index for all urban consumers in the San Francisco-Oakland-San Jose Metropolitan Statistical Area for the preceding year from May to April, not to exceed three percent (3%) in any one year) including wages and health benefits. If employer contributions for health benefits are not paid on an hourly basis, the employer must demonstrate to the City the hourly value of such benefits in order to receive credit for such payments to covered employees.
4.13.5 Minimum Wage and Paid Sick Leave
In addition to the Living Wage Ordinance, the Contractor may be required to comply with theCity’s Minimum Wage, Paid Sick Leave, and Other Employment Standards Ordinance, as set forth in Chapter 37 of Title 5 of the Emeryville Municipal Code, to the extent it is applicable.
DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract
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4.14 California Labor Requirements
4.14.1 Prevailing Wage Requirements
Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).
The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.
4.14.2 Registration
If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Contract and require the same of any subcontractors, as applicable.
Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.
4.14.3 Labor Compliance Oversight
This Contract may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Services, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.
DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract
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4.14.4 Workers’ Compensation
Pursuant to the requirements of section 1860 of the California Labor Code, Contractor will be required to secure the payment of workers’ compensation to his employees in accordance with the provisions of section 3700 of the Labor Code. By signing this Contract, Contractor certifies the following:
“I am aware of the provisions of section 3700 of the California Labor Code 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 I will comply with such provisions before commencing the performance of the work of this contract.”
4.14.5 Event of Default
Failure by Contractor to comply with any provision of this Section shall constitute a default of this Contract and shall be grounds for termination as provided in this Contract.
5. TERMINATION
A. The City shall have the right to terminate this Contract for convenience for any reason whatsoever by providing written notice thereof at least ninety (90) calendar days in advance of the termination date. Either Party may terminate this Contract by written notice if the other Party commits a material breach of this Contract and fails to cure such breach within thirty (30) days after receipt of such notice, or an additional period of time as agreed to by the Parties.
B. All termination notice periods triggered pursuant to written notice shall begin to run from the date of the United States Postal Service postmark.
C. Upon termination, City shall provide for payment to the Contractor for Services rendered and expenses incurred prior to the termination date. City will have thirty (30) days from the expiration date of a subscription to extract or download any Content stored in the Products. Contractor has no obligation to retain any Content after such thirty (30)-day period nor is Contractor responsible for extracting the data on City’s behalf absent separate written agreement and the payment of additional fees.
D. Upon receipt of a termination notice the Contractor shall: (1) promptly discontinue all Services affected, unless the notice directs otherwise.
E. Both Parties will return or destroy any Confidential Information of the other Party in its possession, and certify upon request to the other Party of compliance with the foregoing.
F. Notwithstanding anything to the contrary, this Contract is subject to immediate termination in the event the City Council does not appropriate sufficient funds for this Contract.
DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract
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G. The rights and remedies of the City and the Contractor provided in this Section are in addition to any other rights and remedies provided under this Contract or at law or in equity.
6. NO PERSONAL LIABILITY
No member, official or employee of the City shall be personally liable to the Contractor or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Contractor or successor or on any obligation under the terms of this Contract.
7. ENTIRE AGREEMENT
This Contract constitutes the complete agreement between the Parties and supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the subject matter of this Agreement. No other agreement, statement or promise relating to the subject matter of this Contract not contained in this Contract shall be valid or binding. This Contract may be modified or amended only by a written document signed by representatives of both Parties with appropriate authorization.
8. SUCCESSORS AND ASSIGNS
Subject to the provisions of this Contract regarding assignment, this Contract shall be binding on the heirs, executors, administrators, successors and assigns of the respective Parties.
9. APPLICABLE LAW AND ATTORNEY’S FEES; VENUE
If any action at law or in equity is brought to enforce or interpret the provisions of this Contract, the rules, regulations, statutes and laws of the State of California will control.
The prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which said party may be entitled. The exclusive venue for any legal action taken pursuant to this Contract shall be the State of California Superior Court for the County of Alameda or the United States District Court for the Northern District of California.
10. SEVERABILITY
The caption or headnote on articles or sections of this Contract are intended for convenience and reference purposes only and in no way define, limit or describe the scope or intent thereof, or of this Contract nor in any way affect this Contract. Should any article(s) or section(s), or any part thereof, later be deemed unenforceable by a court of competent jurisdiction, the remainder of this Contract shall remain in full force and effect to the extent possible.
DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract
REV09/2022
11. BUSINESS TAX CERTIFICATE
Prior to commencement of the Services to be provided hereunder, Contractor shall apply to the City of Emeryville Finance Department for a business tax certificate, pay the applicable business tax and maintain said business tax certificate during the term of this Contract, as provided in Article 1 of Chapter 1 of Title 3 of the Emeryville Municipal Code.
12. NOTICES
12.1 Communications Relating to Daily Activities
All communications relating to the day-to-day activities of the work and invoices shall be exchanged between Michael Parenti for the City and Mike Schultz for the Contractor:
CITY CONTRACTOR
Michael Parenti, IT Director
Phone No: 510-450-7803
E-Mail : [email protected]
Mike Schultz
Phone No: 619-980-9546
E-Mail : [email protected]
12.2 Official Notices
All other notices, writings or correspondence as required by this Contract shall be directed to the City and the Contractor, respectively, as follows:
CITY CONTRACTOR
Michael Parenti, IT Director
1333 Park Avenue
Emeryville, California 94608
Phone No: 510-450-7803
E-Mail : [email protected]
with a copy to:
April Richardson, City Clerk
1333 Park Avenue
Emeryville, California 94608
Phone No: 510-596-4372
E-Mail : [email protected]
Greg Ek, Manager Contracts
1152 15th Street NW, Suite 800
Washington, DC 20005
Phone No: 800-314-0147
E-Mail : [email protected]
13. COUNTERPARTS
This Contract may be signed in counterparts, each of which shall constitute an original.
It is expressly agreed that each Party to this Contract shall be bound by its own telecopied, scanned, electronic or digital signature and shall accept the telecopied, scanned, electronic or digital signature of the other Party to this Contract.
DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract
REV09/2022
14. NO THIRD-PARTY BENEFICIARIES
Except to the extent expressly provided for herein, there are no intended third-party beneficiaries of any right or obligation assumed by the Parties.
15. NON-EXCLUSIVITY
City reserves right to employ other contractors in connection with the Services covered under this Contract.
16. ASSIGNMENT OR TRANSFER
[Intentionally omitted].
17. WAIVER
The City’s failure to enforce any provision of this Contract or the waiver in a particular instance shall not be construed as a general waiver of any future breach or default.
18. OTHER REQUIREMENTS
Compliance with terms and conditions set forth in Exhibit C is required / not required for this Contract. Contractor shall also fully and adequately comply with the provisions included in Exhibit C (“Other Requirements”) when attached hereto and incorporated herein by reference (“Other Requirements”). With respect to any conflict between such Other Requirements and the terms of this Contract and/or the provisions of state law, Exhibit C shall control.
SIGNATURES ON FOLLOWING PAGE
DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 City of Emeryville | Professional Services Contract
REV09/2022
19. SIGNATURE PAGE TO PROFESSIONAL SERVICES CONTRACT
IN WITNESS WHEREOF the City and the Contractor have executed this Contract, which shall become effective as of the date first written above.
Approved As To Form:
City Attorney
Dated: CITY OF EMERYVILLE
City Manager
Dated: GRANICUS, LLC
(Signature)
Greg Eck, Manager Contracts
Attach:
W-9 Form
Attach:
Business License Certificate
DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F 01/26/2024
DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 THIS IS NOT AN INVOICE Order Form
Prepared for
Emeryville, CA
Order #: Q-288576
Prepared: 19 Dec 2023
Granicus Proposal for Emeryville, CA
ORDER DETAILS
Prepared By: Mike Schultz
Phone:
Email: [email protected]
Order #: Q-288576
Prepared On: 19 Dec 2023
Expires On: 31 Jan 2024
Currency: USD
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.)
Period of Performance: The Agreement will begin on date of signature and will continue through the end of the then current billing term.
The Agreement will begin on date of signature and will continue through the end of the then current billing term, and will continue for an additional 48 months thereafter.
ORDER TERMS
Current Billing Term
End Date: 30 Jun 2024
DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 Order Form
Emeryville, CA
Order #: Q-288576
Prepared: 19 Dec 2023
PRICING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal.
Terminating Subscriptions
Solution Quantity/Unit Prior Annual Fee
Government Transparency Managed Services
Hardware (GT) 0 Each $3,531.00
Government Transparency Suite 0 Each $7,164.72
Legistar 0 Each $7,575.60
Open Platform Suite 0 Each $0.00
Legistar Add-On - Laserfiche Integration 0 Each $1,284.00 Meeting Efficiency Suite 0 Each $7,164.72
SUBTOTAL: $26,720.04
Upon the signing of this Agreement, annual fees for the terminating subscription(s) shall cease. Any pre-paid fees for the terminating subscription(s) after the signing of this Agreement will be prorated from the signing of this Agreement to the end of the Client's then-current billing term, credited, and such credit applied to the annual fees for new subscriptions.
Client will continue to have access to and use the terminating solution until the new subscription(s) is/are deployed.
Upon the deployment of Client's new solution as determined at Granicus' sole discretion, Granicus shall remove access to the Client's terminating subscription(s).
DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 Order Form
Emeryville, CA
Order #: Q-288576
Prepared: 19 Dec 2023
One-Time Fees
Solution Billing
Frequency Quantity/Unit One-Time Fee
OneMeeting Laserfiche Integration -
Setup and Configuration Upon Delivery 1 Each $200.00
OneMeeting Meeting Manager -
Configuration and Training Upon Delivery 1 Each $780.00 OneMeeting Data Migration Services Upon Delivery 436 Units $5,450.00 OneMeeting Agenda Automation -
Configuration and Training Upon Delivery 1 Each $1,040.00 OneMeeting Data Migration Services Upon Delivery 1 Units $1,000.00 Granicus Web - Enhanced Package Milestones -
40/30/30 1 Each $18,000.00
GXG Information Architecture Up Front 1 Each $22,500.00 Setup and configuration package:
OpenForms License Up Front 1 Each $0.00
Training: OpenForms Upon Delivery 1 Each $0.00
OpenCities Imperva Security License -
Services Setup and Configuration
Package
Up Front 1 Hours $0.00
SUBTOTAL: $48,970.00
DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 Order Form
Emeryville, CA
Order #: Q-288576
Prepared: 19 Dec 2023
New Subscription Fees
Solution Billing
Frequency Quantity/Unit Annual Fee
Laserfiche Integration - Tier 1
Annual 1 Each $1,750.00
Meeting Management - Tier 1
Annual 1 Each $4,487.30
Agenda Automation - Tier 1
Annual 1 Each $5,982.29
OpenForms Team License
Annual 1 Each $4,255.01
OpenCities SaaS License
Annual 1 Each $9,999.99
OpenCities Cloud Security License
Annual 1 Each $1,250.00
Government Experience Cloud
Annual 1 Each $0.00
SUBTOTAL: $27,724.59
Please note, annual fees for new subscriptions will be prorated to align to Client's then-current billing term.
Exceptions include Recurring Captioning Services, SMS, and Targeted Messages.Additional volume purchased will cover the period of 29 Sep 2023 - 30 Jun 2024 The additional volume and annual fees will be added to Emeryville, CA's standard subscription and will be included in the next renewal period.
DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 Order Form
Emeryville, CA
Order #: Q-288576
Prepared: 19 Dec 2023
FUTURE YEAR PRICING
Period of Performance
Solution(s)
Year 2 Year 3 Year 4 Year 5
Laserfiche Integration - Tier 1 $1,872.50 $2,003.58 $2,143.83 $2,293.89 Meeting Management - Tier 1 $4,801.41 $5,137.51 $5,497.13 $5,881.93 Agenda Automation - Tier 1 $6,401.05 $6,849.13 $7,328.57 $7,841.57 OpenForms Team License $4,552.86 $4,871.56 $5,212.57 $5,577.45 OpenCities SaaS License $10,699.99 $11,448.99 $12,250.42 $13,107.95 OpenCities Cloud Security
License $1,337.50 $1,431.13 $1,531.30 $1,638.50
Government Experience Cloud $0.00 $0.00 $0.00 $0.00
SUBTOTAL: $29,665.31 $31,741.90 $33,963.82 $36,341.29
DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 Order Form
Emeryville, CA
Order #: Q-288576
Prepared: 19 Dec 2023
PRODUCT DESCRIPTIONS
Solution Description
Laserfiche Integration - Tier 1 Laserfiche Integration - Tier 1 OneMeeting Laserfiche
Integration - Setup and
Configuration
Laserfiche Integration - Setup and Configuration ServicesWe will work with you to configure the Laserfiche integration so that you can add OneMeeting documents to Laserfic
Meeting Management - Tier 1 Meeting Management - Tier 1Includes: 2 workflows, 1 post workflow OneMeeting Meeting Manager
- Configuration and Training
Meeting Manager - Analysis, Setup and Configuration ServicesThese services focus on the analysis of your agenda, minutes and miscellaneous output templates; and your live meeting process. They also include the setup and configuration of the templates, motions and votes, public speaking and comment options (if purchased) and live meeting display.
OneMeeting Data Migration
Services
Meeting Data Migration ServicesOur data migration engineers will migrate your historic meeting data. We will migrate meetings, items, item attachments. When items are not available, we will migrate pdfs only.
Agenda Automation - Tier 1 Agenda Automation - Tier 1Includes: 2 workflows, 1 post workflow, 2 forms and up to 4 meeting types
OneMeeting Agenda
Automation - Configuration
and Training
Agenda Automation - Analysis, Setup and Configuration ServicesThese services focus on the analysis of your agenda item approval process and the designing of the forms and workflows to faciliate the submittal and approval of agenda items.
OneMeeting Data Migration
Services
Flat fee for data extraction in the form of a .bak file. Historical meeting data older than 2 years.
DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 Order Form
Emeryville, CA
Order #: Q-288576
Prepared: 19 Dec 2023
Solution Description
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 / bi-weekly 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
• QA & Accessibility Report
• Remote Training
o Delivered in three (3) non-consecutive sessions eight (8) hours total
o Up to ten (10) people
DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 Order Form
Emeryville, CA
Order #: Q-288576
Prepared: 19 Dec 2023
Solution Description
OpenForms Team License OpenForms is a digital forms builder specifically designed for Government.
Government services can be complicated, but the experience for the residents accessing them shouldn’t have to be. OpenForms is perfect for the business of government, with capabilities that will help you convert complex, multi-page forms and processes into simple, step-by-step online forms that adjust based on customers responses.
The Team plan enables powerful form building for up to:
• 5 users, 50 published forms.
Key features include:
• Drag and drop form builder
• Display logic and calculations
• Payments
• Insights dashboard
• Form analytics
• Support team access
• Save responses
• Unlimited responses
• Data connections and API access
• Up to: 10GB file uploads, 1,000 web API calls per hour This package does not include premium features such as workflow, workspaces, form versioning or custom documents. For these features, please consider OpenForms Enterprise.
DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 Order Form
Emeryville, CA
Order #: Q-288576
Prepared: 19 Dec 2023
Solution Description
OpenCities SaaS License The OpenCities platform allows you to launch modern, easy to use websites that evolve to put the needs of your community at the center.
The SaaS License includes:
• All OpenCities out of the box functionality (excluding optional/premium modules priced separately)
• Platform setup and full project management
• Managed cloud hosting via Microsoft AzureGov
• Ongoing security updates
• Ongoing product updates and enhancements
• WCAG AA Accessibility maintained perpetually
• 99.9% up-time guarantee and 24/7 support for Priority 1 issues (per SLA)
• Comprehensive SLA and Support Ticketing system
See subscription agreement for details.
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.
• 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 Deliverable:
• Recommendations & Implementation Report. Includes new Information Architecture map, connecting individual pages to their new categories and location in the site tree Assumptions:
• Covers analysis and IA for sites with up to 2,500 URLs. • Three-month period of performance to be completed within the contract period. • Does NOT include a content audit.
• Does NOT include content creation.
• Client sources external users for testing. • Does NOT include document review.
DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 Order Form
Emeryville, CA
Order #: Q-288576
Prepared: 19 Dec 2023
Solution Description
OpenCities Cloud Security
License
Deployment of Imperva Security and Content Delivery Network (CDN).
Providing leading caching and security resulting in enhanced protection from malicious attacks.
Once configured, it continuously monitors and blocks attacks. With a global 24/7/365 security operations center, it provides an expertly managed web application firewall, distributed denial of service attack protection and advanced bot detection.
Setup and configuration
package: OpenForms License
Setup and configuration of OpenForms
Training: OpenForms 1.5 hour OpenForms Training session for up to 25 people, delivered online.
OpenCities Imperva Security
License - Services Setup and
Configuration Package
Setup and configuration of OpenCities Imperva Security License Government Experience Cloud Government Experience Cloud is a purpose-built software-as-a-service (SaaS) solution that helps local government transform the resident experience to better connect, engage, and serve constituents by increasing workflow efficiencies and maximizing existing technology investments, such as integrations into traditional back-office enterprise solutions.
DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 Order Form
Emeryville, CA
Order #: Q-288576
Prepared: 19 Dec 2023
TERMS & CONDITIONS
• This quote, and all products and services delivered hereunder are governed by the terms located at https://granicus.com/legal/licensing, including any product-specific terms included therein (the “License Agreement”). If your organization and Granicus has entered into a separate agreement or is utilizing a contract vehicle for this transaction, the terms of the License Agreement are incorporated into such separate agreement or contract vehicle by reference, with any directly conflicting terms and conditions being resolved in favor of the separate agreement or contract vehicle to the extent applicable. • If submitting a Purchase Order, please include the following language: The pricing, terms and conditions of quote Q-288576 dated 19 Dec 2023 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order. • This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of Emeryville, CA to provide applicable exemption certificate(s). • Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription.
• Upon the effective date, this Agreement shall supersede and replace any previous agreement between the parties for the Terminating and/or Existing Subscriptions listed herein. All such prior agreements between the parties are hereby void and of no force and effect.
• Billing Frequency Notes (Milestones - 40/30/30): An initial payment equal to 40% of the total; a payment equal to 30% of the total upon homepage design approval, and; a payment equal to 30% of the total upon go-live.
• Client will be invoiced for use of any product or service measured or capped by volume or amount of usage that exceeds the permitted amount set forth in this Quote at the same cost or rate set forth herein. • Updates to Shared Short Codes for SMS/Text Messaging:
Granicus will be migrating all clients with SMS/Text Messaging Solutions using a shared short code option to a unique standard toll-free number within the United States (International numbers not supported). Short Codes are recommended for Text-to-Subscribe functionalities, if enabled where available, for an additional fee.
Client must have explicit opt-in for all destinations sent to and adhere to all CTIA guidelines for the duration of its use.
DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 Order Form
Emeryville, CA
Order #: Q-288576
Prepared: 19 Dec 2023
BILLING INFORMATION
Billing Contact: Purchase Order
Required?
[ ] - No
[ ] - Yes
Billing Address: PO Number:
If PO required
Billing Email: Billing Phone:
If submitting a Purchase Order, please include the following language:
The pricing, terms, and conditions of quote Q-288576 dated 19 Dec 2023 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order.
AGREEMENT AND ACCEPTANCE
By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and terms.
Emeryville, CA
Signature:
\s1\
Name:
\n1\
Title:
\t1\
Date:
\d1\
DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 Emeryville, CA– Data Migration
Date: Thursday, January 11, 2024
Data Migration Summary & Proposal
Summary
Emeryville is migrating historical data from their Legistar system to the OneMeeting platform.
Summary of Data to be Migrated
Included:
• Videos
• Agendas (or Agenda Packets)
• Minutes Documents
• Attachments
• Matters (Resolutions/Ordinance)
• Metadata:
-Names
-Dates
-Meeting Time
-Meeting Body Description
Not Included:
• Motions
• Minutes Notes
• Legislative History
• Votes
• Roll Call
Any additional data sources not discussed and evaluated during the scoping process are not included in this proposal and would be subject to additional cost and scope.
Services Proposed for this Migration
Based on the data provided – the following services are recommended and included in the project scope and cost to complete this migration.
1) Data Extraction
Granicus will extract data for use from the provided client data and stage it in an intermediary database to perform analysis and validation with the Client. 2) Meetings will be Migrated into the Granicus System
Granicus will take the source data and create corresponding meetings with their associated documents (Agendas/Minutes) attached in the Granicus System.
DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034
3) Items will be made available on Granicus public web portals Data will be available and viewable on Emeryville’s public facing web portals.
Any services not listed above are not included in this migration and would require additional cost and scope.
Pricing
The pricing below reflects pricing based on the amount and types of data described. Any additional data or data sources not captured in the summary above may incur additional costs. A variance of data size of +/- 10% is acceptable.
Service Level of Effort Price (Upfront)
Data Migration 436 Meetings $12.50 per-meeting
Data Extraction 5 Hours $1k
Total
$6450
5 years of data – 2019-2023
DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 Emeryville, California
Implementation Approach
granicus.com | [email protected] 1
Implementation Approach
At Granicus, we take pride in fully understanding your project before it begins. Before project initiation, we will provide Emeryville, CA with a project plan and, if requested, a Scope of Work (“SOW”) document to support a clear understanding of the project.
Although Granicus makes every attempt to provide accurate estimates, it is possible that additional Client requirements or details can emerge. If new requirements are discovered or additional products and/or services are required, it may change the estimated cost and timeline provided.
Methods and Stages
The project will consist of three distinct stages:
Granicus uses a consultative approach to implementation, and our implementation methodology framework includes planning and discovery, implementation, and project closure. The discovery period includes comprehensive review and analyses of the Client’s business processes for agenda and management. Additional discovery sessions will be held with subject matter experts to map and document workflows, forms, and documents to drive a successful Configuration period and lead into Training, Go Live, and Transition to the Support team for on-going, long-term support.
Risk Management
A tollgate (health check) review is conducted at the end of each phase of implementation to ensure that activities, milestones, and deliverables are provided per Emeryville’s quality standards, and that any risks and issues are proactively addressed moving into the next phase.
Projected Timeline
The estimated project timeline is 24 weeks. The projected timeline can be impacted by changes to the project scope and based on commitments to the general project requirements.
DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 Emeryville, California
Implementation Approach
granicus.com | [email protected] 2
The Granicus Project Manager will work with the Client team during the Planning and Discovery Phase to identify implementation priorities and may shift the timeline and the timeline duration based on those priorities.
Overview of Deliverables
Deliverable Category Deliverable Name Granicus Client
Project Management
Kick-Off Meeting
Granicus will host a kick-off
meeting with the project
participants to review scope of
work, timeline, methodology and
next steps.
Responsible Responsible
Project Management Plan
Granicus will invite Emeryville's
contacts to the project
Responsible Contribute,
Approval
DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 Emeryville, California
Implementation Approach
granicus.com | [email protected] 3
Deliverable Category Deliverable Name Granicus Client
management tool used for the
project management plan.
Project Schedule
The project schedule will be set
and provided upon vendor
contract dates and full scope of
the project upon contract
signature.
*The project plan can shift if new
scope or needs are identified.
Responsible Contribute,
Approval
Weekly Status Meeting
Notes
As part of the ongoing project,
the Granicus team schedules
weekly recurring check-ins. These
check-ins start after discovery
sessions are completed. Weekly
status meetings are used to
cover progress, outstanding
items and upcoming items.
Responsible Responsible,
Approval
Monthly Progress Report or
Meeting
Monthly progress will be
incorporated in the weekly
meetings. Meetings at the
end/beginning of each month
can be used to review progress
and upcoming plans for the
previous/upcoming month.
Responsible Contribute,
Approval
Design
Granicus will conduct
discovery sessions and
working sessions with the
city to complete
Infrastructure Design Responsible Approval
User Interface Design Responsible Contribute,
Approval
Data Migration Design Responsible Contribute,
Approval
Full Functionality &
Workflow Design
Responsible Contribute,
Approval
Preliminary Design Review
Meeting
Responsible Responsible,
Contribute,
Approval
Software Installation &
Configuration
Testing Test Management Plan Responsible Contribute,
Approval
DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 Emeryville, California
Implementation Approach
granicus.com | [email protected] 4
Deliverable Category Deliverable Name Granicus Client
Granicus will work with the
city to develop a full test
plan, complete end-to-end
testing, and to develop test
cases.
Functional and NonFunctional Testing Responsible Contribute, Approval
Test Cases Responsible Contribute,
Approval
End-to-End Testing Responsible Contribute,
Approval
User Acceptance Testing Responsible Contribute,
Approval
Performance Test Report Responsible Approval
Data Conversion/
Migration
Granicus will work with the
city to develop a migration
plan and will provide a
report of successfully
migrated meetings.
Conversion/Migration Plan Responsible Contribute,
Approval
Data Conversion Report Responsible Approval
Document Migration
Report
Responsible Approval
Training
Granicus will work with the
city to develop a training
plan, facilitate application
administration training, and
provide the city existing
resources and guides for
end users/ administrators.
Training Plan Responsible Contribute,
Approval
Instructional Design Plan Responsible Contribute,
Approval
End User Training Responsible Responsible,
Approval
End User Manuals Responsible Responsible
Application Administration
Training
Responsible Responsible
Approval
System & Application
Administrator Manuals
Responsible Responsible
Implementation
The implementation plan will
exist within the project
planned. The city project
members will have access
to the plan. Existing product
guides and resources will be
available to the city.
Project Implementation
Plan
Responsible Contribute,
Approval
“Run Book” or Knowledge
Transfer User Manual
Responsible Responsible
Post Implementation
Report
Responsible Approval
Stabilization
Maintenance/Ongoing
Support
Operations and
Maintenance (O&M) Plan
Responsible Approval
DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 Emeryville, California
Implementation Approach
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Deliverable Category Deliverable Name Granicus Client
Service level agreements
are provided in the contract
which can be obtained at
any time.
Service Level Agreements
(Primary and Third-Party
applications)
Responsible Contribute,
Approval
Help Desk Reports
This is a call scheduled with the
Granicus project team, support
team and the city's main
contacts. The call review
resources provided to the city
around severity levels, logging
tickets, the help center and
introduction to the support team.
Responsible Contribute,
Approval
Project Close-Out
Transition Plan
Granicus will provide a high-level
summary report of the
implementation project.
Responsible Contribute,
Approval
Final Project Report Responsible Approval
General Project Requirements
The following are the general project requirements based upon the processes described above for this OneMeeting implementation.
Customer agrees to:
• Commit a Project lead and relevant Subject Matter Experts, as needed for successful project delivery.
• Lead development or procedural discussions, produce end-user training documentation, and conduct end-user training sessions, as needed. • Provide technical resources required for video streaming • Provide technical resources required for add-in installation on client workstations and is responsible for end-user support.
• Complete Training assigned
• Complete User Acceptance Testing
• Provide feedback and sign off all phases of the project • Ensure local infrastructure complies with published minimum requirements. • Provide resources required to use remote sharing software for meetings such as GoToMeeting or Microsoft Teams
Granicus agrees to:
• Commit a project lead and other subject matter experts, as needed for successful project delivery
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Implementation Approach
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• Implementation tasks are estimates until the completion of the Gap analysis. After completion of the Gap analysis, Granicus and Customer will review the Implementation project requirements, including but not limited to Future State process designs, work effort estimates, timelines, and software, and execute a Change Order Authorization as appropriate.
• Testing and Deployment of Software Upgrades and Patches • Review and Demonstration of the entire solution in OneMeeting as a refresher of system features and including the approval process.
Granicus will perform a gap analysis with Customer at each step to clarify and confirm the agenda management processes and Granicus best practices and functionality. If the customer requests changes to the standard offering, those requests will likely impact the work effort estimated, resulting in further analysis and discussions and possibly a Change Order and/or additional software development.
Granicus will be responsible for the following project management tasks:
• Project Tracking
• Weekly Status Calls
• Regular remote share working sessions
• Issue resolution portal for tracking of issues identified as issues, defects, feature requests, and bugs.
• Review and configuration of user and role permissions within the OneMeeting Solution
• Granicus will perform testing of the software functionality and provide support during customer user acceptance testing before production. • Training will be provided to those individuals identified as testers for successful User Acceptance Testing
Project Team
Granicus’s Project Team includes a dedicated Project Manager, Implementation Consultant, and Technical Lead. Throughout the project, our team’s goal is to ensure a successful, on-time Go Live of the OneMeeting system and long-term successful use.
Our team brings industry best practices and product expertise to all sessions to ensure we are meeting your needs and working to simplify and improve processes, workflows, committee management, and meeting management. The Granicus Project Manager will be responsible for leading the project to drive dates, deliverables, and completion of the project. The Granicus team will partner with the assigned Client Project Manager during the entire project cycle to ensure transparency, accountability, and successful completion of the project.
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Implementation Approach
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Client Team
It is important for the Client to create a solid project team for a successful OneMeeting implementation and wide adoption of the solution. Below are the recommended project team roles:
• Project Manager: The Project Manager should be someone who manages the Client team’s performance of project tasks and secures acceptance and approval of deliverables from the Client stakeholders. The Project Manager is responsible for communication, including status reporting, risk management, escalation of issues, and, in general, making sure the project is delivered on schedule and within scope.
The Project Manager will have signature authority for the acceptance of deliverables by Client. The Project Manager’s responsibilities will also include, but not be limited to:
Collaboration with Granicus resources on the project schedule deliverables Coordination with key stakeholders, representatives, and decision makers Facilitation of timely decision-making and resolution of issues Coordination of Client resources for decision-making, project management, testing, training, etc.
• System Administrator: The System Administrator should be a person who is closely involved with the legislative process: from the approval process of legislation to the creation of minutes. This person should consider him or herself computer-savvy. The System Administrator is responsible for maintaining the administration tab, managing the configuration of the system, user management, etc. in OneMeeting. The System Administrator’s responsibilities will also include, but not be limited to:
Collaboration with Granicus resources on the project schedule deliverables Serving as internal resource to OneMeeting users
Coordination with key stakeholders, representatives, and decision makers • IT Lead: The IT Lead works closely with the Project Manager to ensure that OneMeeting is deployed properly and helps solve IT issues that might arise. • Subject Matter Experts: It is important that Subject Matter Experts—such as the Clerk, department management and staff, and the City Manager—are an integral part of the Project Team to consult on the legislative process of the Council, from the approval process of legislation to the creation of minutes. These people may also be responsible for indexing the recording during the meeting if video/audio recording is involved.
• Backup System Administrator: This Backup System Administrator will serve as support to the System Administrator and preferably has a solid understanding of the legislative process of the Client jurisdiction—from the approval process of legislation to the creation of minutes—as well as a good level of technological skills.
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Implementation Approach
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User Testing
OneMeeting’s implementation includes walk-throughs and approvals of the system by the Client for each milestone ("User Acceptance Testing"). Thorough testing is required throughout the project plan prior to designated walk-throughs and approvals (“SignOff”). Prior to training and overall project completion, end-to-end walkthroughs of the system and approval is required during the Implementation Stage.
Testing starts with Granicus’s comprehensive testing of each area throughout the configuration. Once testing passes Granicus’s standards, the Client and Granicus will walk-though the area. After the walk-through, the Client's user groups will spend time— as a group and as individuals—continuing to test all areas of the project prior to moving to the next project milestone. Issues reported are tracked and organized on a templated test case system to ensure transparency and real-time access to updates and improvements. Issues reported will be fixed and feature requests will be documented prior to sign-off.
Prior to Training, extensive end-to-end testing will be completed by the Granicus team.
We will assign the Client project team members with user acceptance testing for final sign-off and further familiarity with the OneMeeting solution. Training materials are available at this stage to enhance the user testing experience prior to final walkthrough and sign-off.
Training Plan
OneMeeting’s implementation includes comprehensive training courses and written documentation that will allow the City’s users to learn at their own pace. Our software is not only easy to install, but easy to use as well. As a result, training requirements are much less intrusive and time-consuming when compared to other systems.
Please note: due to the health and safety concerns of performing onsite training during the coronavirus pandemic, all OneMeeting training will be performed remotely until Granicus leadership deems it safe for our team to travel and meet clients onsite.
All remote trainings are recorded and provided to the client at no additional fee. This allows users to review the material at their own pace and on their own time.
To ensure the proper training of OneMeeting users and administrators, we recommend adherence to the following guidelines:
• We recommend that at least two individuals be trained as Administrators. These Administrators should be prepared to attend all training sessions to gain a deep understanding of all users will be interacting with the OneMeeting system. • We recommend not more than two people per workstation during training classes to ensure adequate levels of hands-on experience for each participant.
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Implementation Approach
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System Administration Training
We recommend that at least two individuals be trained on system administration. One would be the primary System Administrator and the other would be the secondary or Backup System Administrator.
Training really starts during the installation process. Granicus project team members frequently discuss and include system administrators, so they become familiar with all aspects of the system. Then, several days of formal training take place.
The training will train participants on troubleshooting the software and provide answers for specific needs or questions.
User Training
User training takes place after installation is complete. This is important because trainings utilize the newly installed system. Users can immediately begin using the software upon completion of the end-user training.
Instructional Methods
Training is entirely hands-on and designed to appeal to different user types, learners, and skill levels. Our basic training model consists of these four parts:
• Explain: The instructor offers students an explanation of the concept and its possible applications.
• Demonstrate: The instructor shows students exactly how to perform the operation or how the concept works.
• Practice: The students practice the concept using the software. • Evaluate: The instructor and students review the concept and practice performance. This gives students a chance to ask questions and give input Ongoing Training Opportunities
There are multiple training options available after the initial implementation of your solution has completed. They include onsite training (when permitted), online “webinar” training, training videos, and written documentation. Clients also have access to our searchable online knowledgebase, which is constantly updated and expanded and includes how-to guides, helpful articles, release notes, and much more.
Recommended Offering for Emeryville
As part of system set-up, Granicus offers live training sessions through Zoom. The OneMeeting training package includes up to 15 hours of live training. Our recommended training schedule is a total of 12.5 hours over a four-day period and is organized to train three user groups: System Admins, Clerks/Staff and Council Members.
We also include an additional 2.5 hours that can be used for any additional training needs as determined by the project team. Training hours are valid during the training DocuSign Envelope ID: 29386B99-6BF5-44E1-9BC8-155D4B3C378F DocuSign Envelope ID: FEC03CAD-CCAC-4F98-846B-455E17A20034 Emeryville, California
Implementation Approach
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stage of implementation and expire two weeks after your first live meeting with OneMeeting.
The table in this document summarizes the recommended training schedule including audiences, length, and descriptions for each session. This training package is included in the OneMeeting system set-up fee. In addition to live training, the Client will also have 24/7 access to PDF and other resources in our support knowledgebase.
Live Training Notes
• Trainings are delivered virtually through Zoom and range between 60-120 minutes per session.
• Trainings are recorded for future reference and links to recordings will be provided. • We recommend users be logged into their OneMeeting accounts to follow along with trainings.
• We recommend System Admins attend all trainings.
• The training schedule outlined below is flexible and can be revised if that is determined to be desirable and/or necessary by the project managers for Client and Granicus.
Training Requirements by Audience
• System Admins: 12.5 hours of training sessions. We recommend Admins attend all sessions.
• Clerks/Staff: 8 hours of training sessions.
• Council/Committee Members: One 60-minute training session. Members need their tablet or laptop devices typically used for voting and viewing in documents with them at these trainings.
Training Breakdown
Training
Day Audience(s) Training Session Length Description
1 System
Admins
System
Management:
Session 1
90 mins
This is the first of two sessions for system
administrators only. This training will dive into
the Admin area in the OneMeeting system
and cover "maintenance" or "system upkeep"
responsibilities like updating positions/ user
access/ meeting roles/ etc.
System
Management:
Session 2
90 mins
This is the second of two sessions for system
administrators only. This training will continue
from the first admin session.
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Implementation Approach
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Training
Day Audience(s) Training Session Length Description
2 Clerks/
Staff,
System
Admins
Building an
Agenda:
Submitting
Items and
Managing
Task Lists
90 mins
This session will cover all areas of building an
agenda before the meeting. We'll start with
submitting an agenda item through a form all
the way through managing tasks and moving
items through the workflow to ultimately
make it onto the agenda.
Finalizing an
Agenda and
the Live
Meeting
90 mins
This session will cover all areas of finalizing and
compiling agendas to the public before a
meeting. We'll also dive into a live meeting
covering your steps right before the 'go-live'
and during the meeting actions. Come ready
to participate and get familiar with the live
meeting system.
Post Meeting
Processes 60 mins
This session will cover post-meeting
responsibilities. Topics like post-meeting cleanup, time stamping videos, and compiling Minutes and Packets to publish publicly will all
be covered during this session.
3 Clerks/
Staff,
System
Admins
Mock (short)
Live Meeting
#1
120 mins
This will be the first of two practice
walkthroughs of a live meeting. This is
interactive, mimicking the behaviors and
actions of a meeting like activating items, roll
call, minutes and motions, etc. Includes Q/A
session.
4 Council
Members
(Council
members
attend only
1 session),
System
Admins
Council/
Committee
Member
Training
(Group #1)
60 mins
This session is for the first group of council and
committee members. We will show council
members and committee members how to
use the OneMeeting system for their meeting
participation. We'll cover viewing agenda
details along with voting and using Zoom, if
you're virtual. Voting devices are required for
this session for each member. Each member
should attend only one of the council
member and committee member trainings.
There should be no majority of council
members present.
Council/
Committee
Member
Training
(Group #2)
60 mins
This session is for the second group of council
and committee members. We will cover the
same details as with the first group.
Clerks/
Staff,
System
Admins
Mock (short)
Live Meeting
#2
120 mins This will be the second of two practice
walkthroughs of a live meeting.
Misc. TBD TBD 150 mins
This is a 2.5-hour bucket of optional training
sessions to be used at the discretion of the
project team.
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