Glendora City Council
September 12, 2023

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foods such as seeds, pine, nuts, insects, and bird eggs. If squirrels become an issue, the following are steps to minimize their presence near one’s property:
● Remove any bird feeders on trees or with easy access to squirrels.
● Never leave pet food outdoors.
● Make sure your outdoor trash cans are property sealed. ● If there are fruit, seed, or nut bearing trees, rake up any that fall to the ground.
● Prune off tree branches to avoid squirrels from leaping from one branch to another.
● Ensure that trees around the home are always trimmed to prevent squirrels from jumping on to the roof.

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APPENDIX B: PRACTICAL HAZING/DETERRENT TOOLS AND METHODS The following tools and descriptions are listed as written by Cassidy English, District Wildlife Manager for Colorado Parks and Wildlife.

Rattle Cans: An aluminum can that is filled one-quarter with gravel. These work great for bears. When you see a bear, shake the can and yell at it. If necessary, you can throw the can toward the bear. This method can also be done from inside your house. If a bear is in your yard, all you have to do is open a window or a door a tiny bit and shake the can. Try it with deer, mountain lions and coyotes, too.

Pots and Pans: It’s time to be a little kid again and make as much noise as possible. Banging pots and pans can be a great way to tell wildlife they are not welcome in your yard. It can even work for birds, such as herons snacking on your pond fish or woodpeckers drumming in your house. It doesn’t have to be pots and pan, just use anything that makes a lot of noise.

Yelling/Making Yourself Look Big: Yelling and making yourself look big can show wildlife that people are frightening and shouldn’t be approached.

Air Horns/Car Alarms: Any sudden, very loud noise can get wildlife away from your yard. A deer walks into your yard to eat your favorite flowers, blast an air horn. Car alarms can work for less habituated animals. In the city, they may be used to car alarms going off at all hours. It is worth a try, especially if the situation allows for the element of surprise.

Bleach/Ammonia: If you have small animals such as foxes, skunks or raccoons getting into sheds or under porches you can soak a washcloth or rags in bleach or ammonia, put them in a plastic sandwich bag with several holes poked in it. Place the bag at the entrance to the area. They hate the smell and will avoid the area.

Bird-Nesting Boxes: If you have a bird trying to nest in an inconvenient place, try putting up a nest box nearby. This will provide them with a location other than in your house to build a nest. There are plenty of different dimensions of nest boxes that will work for various species.

Streamers, Owl Statues, Kites: Putting aluminum colored streamers, owl statues, or flying a hawkshaped kite can deter birds from coming into your yard.

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APPENDIX C: WILDLIFE YARD AUDIT
To download the pdf version of the following yard audit, use the link below:
https://drive.google.com/file/d/1u98a0jtXb7oajOJcVk-LXZgi8kZTU6mk/view?usp=sharing.

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APPENDIX D: WILDLIFE SAFETY RESPONSE PLAN TEMPLATE
This showcases the SGVCOG’s recommended five-tier wildlife response plan. As mentioned previously, cities and agencies are encouraged to modify SGVCOG’s response plan to cater to the needs of their own communities; however, the levels of wildlife behavior and response actions should be consistent with SGVCOG’s response plan. Please note that this response plan applies to wild animals, with the exclusion of black bears. You may find the Black Bear Safety Response plan on the following page (Appendix E).

It is important that residents understand their first contact in an emergency situation should be emergency services, for example, calling 9-1-1.

ANIMAL BEHAVIOR RESPONSE LEVEL RESPONSES
Wild animal heard or seen
resting or moving in public area
Level 1 Report will be reviewed, and if appropriate,
a response will be provided by e-mail or
phone. The City/Agency would direct
residents to available resources on normal
animal behavior.

Wild animal seen resting in
public area with humans present
Level 2 The City/Agency provides resources for the
resident to be educated on hazing
techniques and/or what-to-do tips.

Additionally, the City would encourage the
local community to eliminate wildlife
attractants.

Wild animal entering a yard to a
home with or without pets
present
Level 2 The City/Agency provides information for
the household to be educated on wildlife
attractants, yard audit implementation,
human-wildlife conflict mitigation, hazing
techniques, and/or pet safety information (if
applicable).

Wild animal entering a yard and
injuring or killing attended or
unattended pet
Level 3 The City/Agency gathers information on
specific animals involved, reports on
circumstances, and provides information for
the household to be educated on wildlife
attractants, yard audits, and pet safety
information. If needed, the City/Agency
directs resident to their respective animal
care agency.

Wild animal biting or injuring
an unattended pet/pet on a leash
Level 3 The City/Agency gathers information on
specific animals involved, reports on
circumstances, and provides information for
the household to be educated on wildlife
attractants, yard audits, and pet safety
information. If needed, the City/Agency
directs resident to their respective animal
care agency.

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Wild animal following or
approaching a person and pet
Level 3 The City/Agency provides information for
the resident to be educated on hazing
techniques, what-to-do tips,
yard/neighborhood audits, and pet safety
information. Additionally, the City/Agency
will work with the residents to eliminate
wildlife attractants in the area.

Wild animal following or
approaching a person without a
pet
Level 4 The City/Agency provides information for
the resident to be educated on hazing
techniques, what-to-do tips,
yard/neighborhood audits, and pet safety
information. Additionally, the City/Agency
will work with residents and local groups to
eliminate wildlife attractants in the area.

Wild animal biting or injuring a
human
Level 5 The City/Agency informs CDFW and
Wildlife. Residents will receive educational
materials on wild animal attractants, yard or
neighborhood audits, hazing, and pet safety.

Additionally, the City/Agency would work
with the respective Humane Society, the
County of Los Angeles, CDFW, elected
officials, and its neighboring cities to send
out mailers, partner with external
stakeholders to host trainings and
workshops, conduct a community
meeting/town hall, and encourage the cities
in the subregion to work with community
groups to eliminate wildlife attractants.

Exhibit A
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APPENDIX E: BLACK BEAR SAFETY RESPONSE PLAN TEMPLATE
This showcases the SGVCOG’s recommended 4-tier black bear response plan. As mentioned previously, cities are encouraged to modify SGVCOG’s response plan to cater to the needs of their own communities; however, the response actions must be in accordance with California policy and CDFW.

It is important that residents understand their first contact in an emergency situation should be emergency services, for example, calling 9-1-1.

Black Bear Behavior Response Level Response
Black bear sighted engaging in
natural behavior. Such behavior
includes but is not limited to
wandering through neighborhood
streets and yards in search of
food, swimming/drinking pool
water, vocalizing, and climbing
trees (this behavior is usually
exhibited by cubs).

Level 1 Report is reviewed, and a response
is provided by e-mail or phone. The
City/Agency provides information
on normal black bear behavior and
what to do during a black bear
encounter. The City/Agency helps
the reporter identify potential
attractants, ensuring that they are
removed as soon as possible.

Black bear sighted and causing a
“nuisance.” Such behavior
includes but is not limited to
rummaging through trash,
conflict with outdoor pets, and
lingering in neighborhood2.

Level 2 The City/Agency executes the
response outlined for a Level 1
situation. If the sighting takes place
in a city where bear sightings have
not historically been reported, the
City/Agency will alert nearby
residents of the bear’s presence. If
nearby residents are part of the
Wildlife Watch program,
participants should help canvas the
neighborhood for bear attractants.

Black bear sighted and causing
property damage to structures,
vehicles, landscaping, etc.

Level 3 The City/Agency executes the
response outlined for a Level 2
situation. In addition, residents can
request an investigation for a
potential depredation permit3from
CDFW.
(continued on following page)
3 A Depredation Permit is a legal document obtained by a homeowner or tenant from CDFW that enables residents to address (within the bounds of the permit) a predator that has caused property damage, or has injured or killed livestock, poultry, or pets. A CDFW biologist will assess the situation before providing a depredation permit.

Picture/video evidence of the animal’s behavior is not required but is extremely helpful in determining the necessity of a depredation permit. Once a depredation permit is issued, residents are responsible for hiring a licensed agency to address the situation as allowed by the permit.
2 This is relative to what is typical for the city/the resident’s community. For example, communities that are within close proximity to natural areas, such as foothill communities near the San Gabriel Mountains, can expect bears to be spotted more frequently and for longer periods of time.

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Black Bear Behavior Response Level Response
Black bear engages in physical
contact with a human (bite or
scratch).

Level 4 The City/Agency executes the
response outlined for a Level 3
situation. In addition, CDFW and
local law enforcement collaborate
to collect DNA evidence and
euthanize bear responsible.

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APPENDIX F: SAMPLE ORDINANCES TO PROHIBIT THE FEEDING OF WILDLIFE

ORDINANCE FOR THE CITY OF DAVIS, CALIFORNIA
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DAVIS ADDING ARTICLE 5.05 TO CHAPTER 5 OF THE DAVIS MUNICIPAL CODE TO PROHIBIT THE FEEDING OF

CERTAIN WILDLIFE
WHEREAS, the City of Davis (“City”) is a city organized under the laws of the State of California, with a duty and interest in protecting the public health, safety and welfare within the City; and WHEREAS, the feeding of wildlife can lead to negative impacts on animals, people and the environment; and
WHEREAS, feeding wildlife can lead to aggressive behavior towards humans, which presents health and safety concerns for residents and visitors of the City; and WHEREAS, feeding wildlife can artificially support the growth and carrying capacity of urban wildlife populations, compromising wildlife health and increasing human exposure to and conflict with wildlife; and
WHEREAS, feeding wildlife can cause certain species to localize activity in the vicinity of the food source, thus increasing associated negative impacts on property owners and/ or individuals within those neighborhoods; and
WHEREAS, Section 251.1 of Title 14 of the California Code of Regulations prohibits the harassment of any game or nongame bird or mammal or fur bearing mammal, expressly including intentional acts such as feeding that disrupt the animal’s natural foraging behavior; and WHEREAS, an ordinance prohibiting the intentional and negligent feeding of certain types of wildlife, as defined, and further specifying types of permissible and prohibited conduct regarding interaction with wildlife in the City, is consistent with the City’s long-standing commitment to protect and conserve biological resources and public safety.

NOW, THEREFORE, the City Council of the City of Davis does ordain as follows:

SECTION 1. Recitals. The City Council hereby adopts the recitals of this Ordinance as true and correct and such recitals are hereby incorporated by reference as though fully set forth in the text of this Ordinance.

SECTION 2. Amendment. Chapter 5 (“Animals and Fowl”) of the City of Davis Municipal Code is hereby amended to add Article 5.05, to read in full as set forth in the attached Exhibit “A”, incorporated by this reference.

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SECTION 3. CEQA. The City Council finds that this Ordinance is not subject to the California Environmental Quality Act (“CEQA”) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15061(b)(3) (the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment) of the CEQA Guidelines, California Code of Regulations, Title 14, Division 6, Chapter 3, because it has no potential for resulting in the physical change to the environment, directly or indirectly.

SECTION 4. Severability. If any section, subsection, subdivision, paragraph, sentence, clause or phrase added by this Ordinance, or any part thereof, is for any reason held to be unconstitutional or invalid or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Ordinance or any part thereof. The City Council hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause or phrase thereof irrespective of the fact that any one or more subsections, subdivisions, paragraphs, sentences, clauses or phrases are declared unconstitutional, invalid or ineffective.

SECTION 5. Publishing. The City Clerk shall certify to the adoption of this Ordinance and shall cause the same or a summary thereof to be published as required by law.

SECTION 6. Effective Date. This Ordinance shall take effect and be in full force and effect thirty (30) days from and after the date of its final passage and adoption.

INTRODUCED on the ____ day of _____________________, 2018 and PASSED AND ADOPTED by the City Council of the City of Davis on the ____ day of ______________, 2018 by the following vote:

EXHIBIT “A”
CHAPTER 5, ANIMALS AND FOWL
ARTICLE 5.05, FEEDING OF CERTAIN WILDLIFE

5.05.010 Purpose
Feeding of wildlife is both detrimental to wildlife health and causes a public health nuisance and safety hazard that negatively impacts public health and welfare.

This article is intended to prohibit, with exceptions, the feeding of certain wildlife within the City of Davis so as to protect public and environmental health, safety and welfare, and to prescribe penalties for failure to comply.

5.05.020 Definitions
For purposes of this article, the following definitions shall apply:

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“Feed” means to give, distribute, place, expose, deposit, or scatter any edible material with the intention of feeding, attracting, or enticing wildlife. Feeding does not include baiting in the permitted and legal take or depredation of wildlife in accordance with federal, state and local law. “Person” means any individual, corporation, company, partnership, firm, association, or political subdivision of this State subject to municipal jurisdiction. “Wildlife” means only coyotes, wild turkeys, foxes, skunks, raccoons, opossums, squirrels, ducks, geese, crows, and gulls.

5.05.030 Feeding of Wildlife Prohibited
a. No person shall purposely or knowingly feed wildlife in the City of Davis, on lands either publicly or privately owned.
b. No person shall leave or store any refuse, garbage, pet food, seed or bird seed, fruit, meat, dairy, vegetable, grain or other food in a negligent manner likely to feed wildlife. c. No person shall fail to take remedial action to cease contact or conflict with wildlife, including to secure or remove outdoor refuse, cooking grills, pet food, backyard bird feeders or any other similar food source or attractant, after being advised by a City of Davis code compliance administrator to undertake such remedial action.

5.05.040 Exceptions
The prohibitions in Section 5.05.030 do not apply to:
a. Landscaping, gardening, and/or maintaining vegetable gardens, fruit and nut trees or other plants, so long as such activities are not conducted for the purpose of feeding wildlife as defined in this article.
b. Feeding of birds outdoors on private residential properties using bird feeders, to the extent authorized by law and subject to the following requirements:

1. Bird feeders shall be placed at least five (5) feet above the ground and shall be suspended on a cable or otherwise secured so as to prevent the bird feeders from being easily accessible to other wildlife.

2. The feeding shall not substantially interfere with the rights of surrounding property owners or render other persons insecure in the use of their property.

3. No person shall allow, permit or maintain an accumulation of feces on the property or surrounding properties so as to create a public nuisance.

4. The area below the feeders must be kept clean and free of seed.

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5. No person shall knowingly allow or permit bird feeders to become an attractant for rodents or other wildlife other than birds. Notwithstanding this exception, feeding of wild turkeys is expressly prohibited.
c. Any State or local employee or agent authorized to implement a wildlife management program involving baiting, or any other person or business lawfully authorized to bait and trap wildlife pursuant to State law.
d. Any person who is the legal owner or guardian of a wildlife species maintained and confined under a valid license or permit issued by the California Department of Fish and Wildlife or U.S. Fish and Wildlife Service, and in compliance with all applicable laws. e. A wildlife rehabilitator, under a valid license or permit issued by the California Department of Fish and Wildlife or U.S. Fish and Wildlife Service, who is temporarily caring for sick, injured, or orphaned wildlife in compliance with all applicable laws. f. Any person who feeds trapped, injured, or orphaned wildlife between the times that a wildlife rehabilitator or agency charged with animal control is notified and the animal is picked up.

Any person that discovers such trapped, injured, or orphaned wildlife must immediately notify an authorized animal control agency, and no person may intentionally keep such wildlife beyond the time reasonably necessary for animal control services to access and transport the wildlife.
g. Baiting, for the purpose of trapping, feral cats as part of a Yolo SPCA approved Trap-Neuter-Release program.
h. Any property owner baiting, for the purpose of trapping, wildlife on their property authorized by and in accordance with State law, including but not limited to trapping gophers, house mice, moles, rats, and voles pursuant to Fish and Game Code section 4005(f); taking of certain mammals found injuring crops or property pursuant to Fish and Game Code section 4152; taking of certain nongame birds and mammals such as weasels, skunks, opossum, moles and rodents pursuant to 14 CCR § 472; or as otherwise permitted and authorized by State law.

5.05.050 Enforcement
In addition to all other available remedies at law, this article may be enforceable through the use of the administrative citation procedures set forth in Davis Municipal Code Chapter 1, Article 1.02.

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ORDINANCE FOR THE CITY OF AZUSA, CALIFORNIA
ORDINANCE NO. 2018-04 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA ADDING SECTION 46-324 TO THE AZUSA MUNICIPAL

CODE, RELATING TO PROHIBITIONS ON THE FEEDING OF WILD ANIMALS WHEREAS, the City of Azusa, California (“City”) is a municipal corporation, duly organized under the constitution and laws of the State of California; and WHEREAS, pursuant to the police powers delegated to it by the California Constitution, the City has the authority to enact laws which promote the public health, safety, and general welfare of its citizens; and
WHEREAS, laws that prohibit the feeding of wild animals promote the public health, safety and welfare of the citizens of the City by reducing the possibility that such wild animals will inflict harm on the City’s residents.

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF AZUSA DOES ORDAIN AS FOLLOWS:

SECTION 1: Section 46-324 is hereby added to the Azusa Municipal Code to read as follows:
“Sec. 46-324. – Feeding of Wildlife Prohibited.
(a) No person shall feed or in any manner provide food for one or more non domesticated mammalian wildlife, including but not limited to bears, deer, mountain lions, coyotes, raccoons, opossum, mice, rats, skunks, squirrels or feral cats.
(b) This section shall not apply to the feeding of any non-domesticated mammalian by the owner of such animal when the non-domesticated mammalian is kept under valid certificate or permit issued by the state of California Department of Fish and Game or to any fowl or bird species.” SECTION 2. Severability. If any section, sentence, clause or phrase of this Ordinance or the application thereof to any entity, person or circumstance is held for any reason to be invalid or unconstitutional, such invalidity or unconstitutionality shall not affect other provisions or applications of this Ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this Ordinance are severable. The City Council of the City of Azusa hereby declares that it would have adopted this Ordinance and each section, sentence, clause or phrase thereof, irrespective of the fact that any one or more section, subsections, sentences, clauses or phrases be declared invalid or unconstitutional.

SECTION 3. Effective Date. This Ordinance shall become effective thirty (30) days following its adoption.

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SECTION 4. Publication. The City Clerk shall certify to the adoption of this Ordinance. Not later than fifteen (15) days following the passage of this Ordinance, the Ordinance, or a summary thereof, along with the names of the City Council members voting for and against the Ordinance, shall be published in a newspaper of general circulation in the City of Azusa.

PASSED, APPROVED, AND ADOPTED this 1st day of October, 2018.

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APPENDIX G: CALIFORNIA AND LOS ANGELES COUNTY CODES REGARDING FEEDING

AND TRAPPING WILDLIFE
CALIFORNIA CODE OF REGULATIONS TITLE 14. SECTION 251.1. HARASSMENT OF

ANIMALS
Except as otherwise authorized in these regulations or in the Fish and Game Code, no person shall harass, herd, or drive any game nongame bird or mammal or fur bearing mammal. For the purposes of this section, harass is defined as an intentional act which disrupts an animal’s normal behavior patterns, which includes, but is not limited to, breeding, feeding, or sheltering.

LOS ANGELES COUNTY CODE TITLE 10. SECTION 10.84.010.

PROVIDING FOOD FOR CERTAIN RODENTS OR PREDATOR ANIMALS PROHIBITED It is unlawful to feed a non-domesticated rodent or non domesticated mammalian predator as defined in this section, unless:
● The person is the owner of the animal and the animal is kept in accordance with the requirements of the State Department of Fish and Wildlife; or ● After notifying the responsible agency to pick up the animal, the person provides food to a trapped or injured animal.

For purposes of this chapter:

1. "Rodent" includes ground squirrels;

2. "Mammalian predators" include coyotes, raccoons, foxes, and opossums.

A violation of this section is a misdemeanor.

LOS ANGELES COUNTY CODE TITLE 10. SECTION 10.84.020

PUBLIC FEEDING OF PEAFOWL PROHIBITED
No person shall feed or make any food or edible thing available to peafowl on or upon any public property, including but not limited to any street, sidewalk, or parkway.

A person may provide food to a trapped or injured peafowl only after notifying the responsible agency to pick up the peafowl.

A violation of this section is a misdemeanor.

CALIFORNIA CODE OF REGULATIONS TITLE 14. SECTION 465.5(G)(1)

USE OF TRAPS/IMMEDIATE DISPATCH OR RELEASE
All fur bearing and nongame mammals that are legal to trap must be immediately killed or released.

Unless released, trapped animals shall be killed by shooting where local ordinances, landowners, and safety permit. This regulation does not prohibit employees of federal, state, or local government from using chemical euthanasia to dispatch trapped animals.

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APPENDIX H: SAMPLE ORDINANCE REGARDING TRAPPING WILDLIFE IN THE CITY

OF LOS ANGELES
LOS ANGELES CITY MUNICIPAL CODE CH.5 ARTICLE 3 ANIMALS AND FOWLS SECTION 53.06.3 TRAPPING-PERMIT REQUIRED
(a) No person shall set, or cause to be set, any trap to catch any animal, other than rats, mice, pocket gophers, ground squirrels and moles, without having first obtained a permit therefore from the Department prior to the setting of any such trap.
(b) The Department shall charge and collect for issuance of a permit to trap a coyote a fee of $200.00. (c) The Department shall establish conditions which the applicant for a permit to trap a coyote must satisfy prior to the issuance of any such permit. If the General Manager or the General Manager’s designee determines that the applicant has satisfied the conditions, then the Department shall issue a permit to trap a coyote. The Department shall further ensure that those conditions will be maintained and that the permittee shall inform neighboring residents, located within a distance established by the Department, that coyote trapping will be occurring in their area. (d) No person shall set, or cause to be set, any snare, body gripping trap, body crushing trap, deadfall trap, leg hold trap, or any trap or snare that captures an animal other than rats, mice, pocket gophers, ground squirrels and moles, by gripping or snaring any part of the animal including its body, head, neck or limb, or that maims or causes the inhumane death or suffering of any animal. (e) The Department shall promulgate rules and regulations which are reasonably necessary to minimize the suffering of animals trapped in humane traps such as box, culvert or cage traps. These rules and regulations may include the placement of the traps and visitation schedules, identification and contact information for the trap, the type and use of permissible bait, and the treatment of the trapped animals.

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APPENDIX I: LIST OF SGVCOG MEMBER AGENCIES’ COYOTE MANAGEMENT PLANS ● City of Arcadia: Coyote Management Plan
○ https://www.arcadiaca.gov/Discover%20Arcadia/living/AdoptedCoyoteManagementPla.p df
● City of Glendora: Coyote Management Plan
○ https://www.cityofglendora.org/home/showpublisheddocument/27441/637377737117900 000#:~:text=Glendora's%20strategy%20for%20managing%20coyotes,%2Dexistence%20 with%20coyotes%3B%202.
● City of Montebello: Coyote Coexistence Plan
○ http://www.projectcoyote.org/wp-content/uploads/2017/07/Montebello_Coexistence_Plan _lo_res.pdf
● City of Pasadena: Urban Wildlife Management Plan
○ http://www.cityofpasadena.net/public-health/wp-content/uploads/sites/32/Urban-WildlifeManagement-Plan.pdf?v=1646161160559 ● City of Rosemead: Coyote Management Plan
○ http://www.cityofrosemead.org/UserFiles/Servers/Server_10034989/File/Gov/City%20D epartments/Public%20Safety/Animal%20Control/Coyote%20Information/Coyote.pdf ● City of San Dimas: Coyote Management Plan
○ https://sandimasca.gov/Document_Center/Residents/Public%20Safety/Coyote%20Inform ation/Attachment-City-of-San-Dimas-Coyote-Management-Plan2-Proposed.pdf ● City of San Gabriel: Coyote Management Plan
○ http://www.sangabrielcity.com/DocumentCenter/View/7844/Coyote-Management-Plan?b idId=
● City of West Covina: Coyote Management Plan
○ https://www.westcovina.org/Home/ShowDocument?id=14526 APPENDIX J: ADDITIONAL RESOURCES AND MANAGEMENT PLANS ON COEXISTING

WITH WILDLIFE
● Guidelines for Living In and Visiting Bear and Mountain Lion Habitat ○ https://www.fs.usda.gov/detail/ltbmu/home/?cid=stelprdb5415822 ● CDFW Keep Me Wild Campaign
○ https://wildlife.ca.gov/Keep-Me-Wild
● City of La Cañada Flintridge Peafowl Management Plan
○ https://drive.google.com/file/d/1xPOFEiD-coxW9svSUMOKcWZuBMlK2b0p/view?usp =sharing
● City of Rancho Palos Verdes Peafowl Management Plan
○ http://www.rpvca.gov/DocumentCenter/View/6903/PEAFOWL-MANAGEMENT-PLAN -AUGUST-4-2015
● City of Pasadena Urban Wildlife Management Plan
○ https://www.cityofpasadena.net/wp-content/uploads/DRAFT-Urban-Wildlife-Managemen t-Plan.pdf

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Peafowl in the
City of Glendora
Police Department
City Council Meeting
August 22, 2023
Marc Archibald, Support Services Supervisor CityOfGlendora.org Item #11. Page 78 Item #7. Page 80
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2 LEGISLATIVE HISTORY/PREVIOUS ACTIONS
• November 2004: Ordinance to prohibit the feeding of wildlife was proposed
‒ Proposal was specifically amended to include peacocks in the prohibition
• December 2004: Ordinance to prohibit the feeding of wildlife was approved (including peacocks)
‒ Added as Chapter 8.16 of the Glendora Municipal Code
‒ Feeding of certain wildlife is an infraction, punishable by a fine Item #11. Page 79 Item #7. Page 81
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3 LEGISLATIVE HISTORY/PREVIOUS ACTIONS
• November 2022
‒ Signs installed to inform community that
feeding of peacocks is prohibited
‒ Generally located from Vermont and
Sierra Madre on the west, to Live Oak
and Huerta Verde on the east
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4 LEGISLATIVE HISTORY/PREVIOUS ACTIONS
• June 2021: Los Angeles County outlaws feeding of peafowl ‒ Misdemeanor, punishable by a $1,000 fine
‒ Glendora: infraction unless there are three prior violations, making the fourth violation a misdemeanor punishable by a fine up to $1,000
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5 CURRENT APPROACH
• City does not actively engage in a peafowl management plan ‒ No proactive measures
‒ Do not remove peafowl
• Historically focused on prohibition on feeding
• Work with IVHS on education efforts to limit unwanted interactions • SGVCOG Wildlife Management Framework
‒ Focus on co-existing with wildlife
‒ Adopted by the City in 2021
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6 CURRENT APPROACH
SGVCOG Wildlife Management Framework
https://www.cityofglendora.org/residents/coyotes-other-wildlife-533 Item #11. Page 83 Item #7. Page 85
Meeting Date: 9/12/2023 / Packet Page #: 157
7 CURRENT APPROACH
SGVCOG Wildlife Management Framework
• Peafowl defined as feral domestic animals
• GMC defines peafowl as non-domestic
feral animals
• Includes:
• A “do & don’t” list
• Listing of plants peafowl will avoid
eating
• Appendix with additional knowledge on
peafowl interactions
Item #11. Page 84 Item #7. Page 86
Meeting Date: 9/12/2023 / Packet Page #: 158
8 PEAFOWL CENSUS
• IVHS engaged to conduct a census
‒ Focused on those areas where commonly found (observed and calls for service)
Item #11. Page 85 Item #7. Page 87
Meeting Date: 9/12/2023 / Packet Page #: 159
9 PEAFOWL CENSUS
• Census conducted between June 29, 2023 and July 8, 2023 ‒ Vehicle patrols in the identified area; did not enter private property or areas not accessible to the general public
‒ 11 counts
‒ Varied times of day (8:50am to 9:00pm)
‒ Number of peacocks observed: 0-14
‒ 71* total peafowl counted
Item #11. Page 86 Item #7. Page 88
Meeting Date: 9/12/2023 / Packet Page #: 160
10 SECONDARY PEAFOWL CENSUS
• Secondary census can be conducted in January 2024 by IVHS ‒ Citywide effort
‒ Would occur during traditional canvassing program
o Part of pet licensing program
‒ Additional community engagement
‒ Presence of peafowl
‒ Frequency of destructive/disturbing peafowl behavior
Item #11. Page 87 Item #7. Page 89
Meeting Date: 9/12/2023 / Packet Page #: 161
11 CITY’S GUIDING PRINCIPALS
• Human safety is a priority in managing human-wildlife interactions. • Wildlife serves an important role in Glendora ’s ecosystems. • Preventive practices are crucial to minimizing potential interactions and encounters with wildlife.
• Solutions for wildlife conflicts must address both problematic wildlife behaviors and the human behaviors that invite them.
• Non-selective wildlife removal programs are ineffective for reducing wildlife population sizes or preventing human-wildlife conflicts in the long run.
• Regionwide programs that involve residents can improve coexistence among humans, wildlife, and pets.

Item #11. Page 88 Item #7. Page 90
Meeting Date: 9/12/2023 / Packet Page #: 162
12 DISCUSSION
• GMC § 8.04.010(a) prohibits the keeping of any animals unless they are specifically permitted under GMC § 8.04.020.
• Peacocks are defined as feral non-domestic animals and may not be kept on private property.
• The feeding of peacocks on public or private property is prohibited unless the animal is injured and is being fed in between the time it is discovered on the property and transported for veterinary care.

Item #11. Page 89 Item #7. Page 91
Meeting Date: 9/12/2023 / Packet Page #: 163
13 DISCUSSION
Calls for Service
• GPD
‒ In the past 12 months, 12 calls for service relating to peafowl ‒ Eight of the calls related to complaints between a few community members.
• IVHS
‒ Between January 1, 2023 and June 6, 2023, three calls relating to peafowl
Item #11. Page 90 Item #7. Page 92
Meeting Date: 9/12/2023 / Packet Page #: 164
14 OTHER CITIES’ PEAFOWL MANAGEMENT PLAN
• La Cañada Flintridge
• Rancho Palos Verdes
• South Pasadena
Item #11. Page 91 Item #7. Page 93
Meeting Date: 9/12/2023 / Packet Page #: 165
15 OTHER CITIES’ PEAFOWL MANAGEMENT PLAN
La Cañada Flintridge
• Focus on limiting population through trapping and removal • Annual census is conducted
• Population maintained at a total of 9 peafowl
‒ Two males and seven females
Item #11. Page 92 Item #7. Page 94
Meeting Date: 9/12/2023 / Packet Page #: 166
16 OTHER CITIES’ PEAFOWL MANAGEMENT PLAN
Rancho Palos Verdes
• Adopted initial plan in 2015 to humanely manage peafowl population • Since 2015, 589 peafowl have been trapped and relocated • 2022 Census Report identified a total of 140 birds throughout six neighborhoods
• Trapping program paused for the current season
Item #11. Page 93 Item #7. Page 95
Meeting Date: 9/12/2023 / Packet Page #: 167
17 OTHER CITIES’ PEAFOWL MANAGEMENT PLAN
South Pasadena
• Program is designed to keep population at zero
• Focus of program is community education
‒ Social media
‒ City website
• Census conducted annually to measure success of current efforts, and plan trapping activities
‒ Residents volunteer to allow traps on their property
‒ Trapping season: October through February
Item #11. Page 94 Item #7. Page 96
Meeting Date: 9/12/2023 / Packet Page #: 168
18 HUMANE TRAPPING
Raptor Events, LLC
• Contracted by cities to humanely trap and relocate peafowl • Peafowl traps are a 10’ x 12’ chain-link fenced enclosure that provides food and water
• Vendor will respond with a 24-hour pick-up service when notified • Peafowl relocated to one of several sanctuaries throughout Southern California
Item #11. Page 95 Item #7. Page 97
Meeting Date: 9/12/2023 / Packet Page #: 169
19 HUMANE TRAPPING
Raptor Events, LLC
• Services provided at a cost of $250 per bird
• Requires the assistance of area residents
‒ Place traps on property
‒ Helps reduce incidences of vandalism and damages
‒ Residents would be required to enter into an Access Agreement to limit liability
Item #11. Page 96 Item #7. Page 98
Meeting Date: 9/12/2023 / Packet Page #: 170
20 HUMANE TRAPPING
• GMC does not prohibit trapping of peafowl by private community members
‒ Must adhere to Department of Fish and Game standards
‒ Traps acquired through a licensed vendor
‒ Traps must be serviced within 24 hours
‒ Residents would need to engage the services of a licensed vendor to humanely relocate the peafowl
Item #11. Page 97 Item #7. Page 99
Meeting Date: 9/12/2023 / Packet Page #: 171
21 OPTIONS FOR CITY COUNCIL CONSIDERATION

1. Continue to provide a community education-only approach. Specifically, this approach would leverage the City’s partnerships with IVHS and the SGVCOG to provide more robust public education.

2. Consider a reduction in peafowl pride size, based on a population count and a maleto-female ratio determined by the Council.  Peafowl are polygynous, meaning that a dominant male will mate with several females in a season.  Therefore, a partial removal would not destroy a pride. This option would require the City Council to adopt a policy on the number of peafowl that should exist in the City. Further, that population should consider the geographic location with considering how many birds should be allowed in each neighborhood. Staff could not locate any guidance on the number of peafowl that should be considered in this option. All the city’s survey use a different methodology that is unique to their community.

Item #11. Page 98 Item #7. Page 100
Meeting Date: 9/12/2023 / Packet Page #: 172
22 OPTIONS FOR CITY COUNCIL CONSIDERATION

3. Completely remove all peafowl within the City of Glendora using the services of an outside vendor.

4. Request the City staff return with additional information or options subject to City Council discussion.

Item #11. Page 99 Item #7. Page 101
Meeting Date: 9/12/2023 / Packet Page #: 173
23 RECOMMENDATIONS
That the City Council:

1. Receive and file the report; and,

2. Provide direction to staff for any actionable items.

Item #11. Page 100 Item #7. Page 102
Meeting Date: 9/12/2023 / Packet Page #: 174

STAFF REPORT
TO: MAYOR AND COUNCIL MEMBERS DATE: SEPTEMBER 12, 2023
FROM: CITY CLERK DISTRICT(S): CITYWIDE
SUBJECT: GLENDORA VILLAGE CROSSWALK SAFETY DEMONSTRATION PROJECT

RECOMMENDATION
That the City Council:

1. 1. Provide direction to staff on the Glendora Village Crosswalk Safety Demonstration Project.

STRATEGIC FOCUS AREAS
 Goal 5: Improve and Maintain the City’s Infrastructure and Facilities (IMCIF)

EXECUTIVE SUMMARY
On March 13, 2023, the City installed two demonstration crosswalk improvements within the Glendora Village. This effort is funded by a grant from the San Gabriel Valley Council of Governments (SGVCOG) to implement Slow Streets demonstration projects to improve safety, solicit feedback, and test design ideas. The demonstration project is intended to run through July 2023, with an option to be made permanent. This report seeks direction from the City Council regarding the status of the project’s next steps.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
With the arrival of the Metro A Line (previously Gold and L Line), the City is preparing a series of public improvements to enhance connectivity from the future station to the Glendora Village, as well as make public investments in the Glendora Village to promote and sustain economic vitality. Such efforts include first/last mile improvements to Glendora Avenue and Foothill Boulevard (People Movement Project), the Meda Avenue and Bus Plaza Improvements, parklets, and the demonstration crosswalk improvements.

On June 1, 2023, staff presented the Business Improvement District (BID) Board of Directors with the preliminary survey results as well as a request for feedback on the demonstration project. The BID Board voted unanimously to recommend keeping the demonstration project as-is until future funding could be identified for permanent improvements. The BID Board also included recommendation to adjust the lane width near the northernmost crosswalk to align with the rest of the street. Staff also presented to the Community Services Commission on June 15, 2023, which also affirmed the direction from the BID Board.

DISCUSSION
Demonstration projects offer cities, residents, and stakeholders an opportunity to inexpensively implement road safety improvements. In contrast with traditional public meetings and workshops, demonstration projects serve as a highly effective way to engage with stakeholders by bringing the project to them and illustrating real world benefits and impacts. These projects also offer an opportunity to fine tune conceptual improvements so that when permanent projects are designed, sufficient feedback and lessons learned can be incorporated. To date, the City has conducted and completed three demonstration projects, with the Village Crosswalk Safety Demonstration Project being the fourth.

The City applied for grant funds from the SGVCOG under the Slow Streets Grant to implement a long-term Item #8. Page 1
Meeting Date: 9/12/2023 / Packet Page #: 175
Staff Report Page 2 of 3
demonstration of crosswalk safety improvements. The safety elements include curb extensions, midblock refuge islands, crash-resistant planters, and landscaping. The total award to the City of Glendora is $35,000 with the City contributing $25,000 for design, community engagement, and evaluation.

The City applied for the funding of this project at this area due to the history of vehicle collisions with bicyclists and pedestrians, failure to yield citations, and because the Glendora Village is the only pedestrian district in the City. The high volume of pedestrians in the Glendora Village suggests the need to improve safety at road crossings. This can be accomplished through traffic calming and enforcement.

Operational observations indicate that the demonstration project has had its desired effect. In-field observations have revealed vehicles traveling slower due to traffic calming of the midblock refuge as well as more vehicles yielding to pedestrians. A consistent issue previously was vehicles striking the crosswalk yield signs. In the two months the project has been in place this has only happened once, thereby saving staff time and money which can be spent on other road maintenance projects. Additionally, the striping around the parklets and turn restrictions have reduced vehicle collisions with the bollards and yield signs.

In terms of collision and citation data, from 2017 to 2022 there were seven collisions involving vehicles and bicyclists or pedestrians. All those collisions resulted in injuries to either the bicyclists or pedestrians.

The citation data from 2017 through 2022 showed 15 citations for failure to yield at the crosswalks. Of those 15, six were from a targeted enforcement by Glendora Police Department on September 8, 2021.

As part of community engagement, the City published a survey for stakeholders to provide feedback. To date, the City has received 369 responses. Based on preliminary results, when asked how they travel around the community, most respondents drive, followed by walking, and bicycling. When asked what keeps them from walking or bicycling more to the Village, concern about driver behavior was the most popular (30%), heat (27%), followed by destination are too far (24%), and lack of safe walking/biking facilities (19%). This suggests safer facilities would encourage more respondents to walk or bike to the Village instead of drive.

When asked about the demonstration project, approximately 54% of respondents supported curb extensions with 12% neutral, and 34% opposed. The midblock refuge island by contrast saw 48% support for, 40% against, and 11% neutral. When asked if the respondents supported permanent improvements, 55% favored the curb extensions and 51% favored the midblock refuge islands.

Respondents were also able to leave written comments. Many of the comments focused on the aesthetics of the project. As with any demonstration project, aesthetics are not the primary goal of the project.

However, this does suggest that if permanent improvements addressing aesthetics were to be made, support would likely increase.

Since this project has reached its duration, staff is seeking direction and feedback on the status of the crosswalk improvements. The SGVCOG has indicated that should the City desire, the project elements can remain in place until more permanent improvements are available. To that end, staff removed the median wheel stops to avoid potential conflicts with events and parades and kept the wheel stops and planters for the curb extensions.

Staff has prepared conceptual renderings and site plans to illustrate permanent improvements which incorporated the feedback from the survey as well as from stakeholders. The design provides a 16-foot travel lane in each direction, a center landscaped refuge island, and landscaped curb extensions. In keeping with the character of the Glendora Village, staff has also suggested a brick or paver crosswalk like Foothill/Glendora, Meda/Glendora, and Bennett/Glendora intersections.

Staff is seeking direction from City Council whether to proceed with further design and construction or to defer the improvements.

FISCAL IMPACT
Implementing permanent pedestrian crosswalk improvements is estimated to cost approximately Item #8. Page 2
Meeting Date: 9/12/2023 / Packet Page #: 176
Staff Report Page 3 of 3
$403,000 for construction. Should the City Council direct staff to implement permanent improvements, staff will return to City Council to allocate design and construction funds. Staff recommends incorporating the crosswalk improvements into the People Movement CIP to support first/last mile connectivity.

ENVIRONMENTAL DETERMINATION
There is no CEQA impacts associated with the recommendations in this report.

Prepared By Steven Mateer, Transportation Manager
Concurs With Dalel Snider, Business Improvement District (BID) Advisory Board Reviewed By Jeffrey Kugel, Community Development Director Certified to Availability of Funds Marie Ricci, Administrative Services Director/City Treasurer Approved By Adam Raymond, City Manager
Legal Review William W. Wynder, City Attorney
Danny Aleshire, Assistant City Attorney
CEQA Review Mark Carnahan, City Planner
Jeff Kugel, Community Development Director
ATTACHMENTS:

A. Survey Results
B. Conceptual Plans and Renderings
C. Presentation
Item #8. Page 3
Meeting Date: 9/12/2023 / Packet Page #: 177
Curb Extensions
Refuge Island
0% 10% 20% 30% 40% 50% 60%
No
Yes
Do the temporary improvements you've seen today make the street feel safer and more inviting?
Crosswalk Safety Improvements
Survey Results
Glendora Village
This survey received 369 responses.
54%
12%
34%
Do you support this type of improvement?
Yes Maybe No
48%
11%
40%
Do you support this type of improvement?
Yes Maybe No
55% 45%
Would you like to see it permanently installed?
Yes No
51% 49%
Would you like to see it permanently installed?
Yes No
Item #8. Page 4
Meeting Date: 9/12/2023 / Packet Page #: 178
0% 20% 40% 60% 80% 100%
Public Transportation (bus, train, etc.)
Bike
Walk
Car
On a typical day, how do you travel around your
community or neighborhood?
Crosswalk Safety Improvements
Survey Results
Glendora Village
What would make the street safer? Do you have any other questions, comments, and/or concerns about walking/biking along or across Glendora Avenue?
The word cloud represents common sentiments written in the open response portions of the survey.

Respondents would like to see lights at crosswalks and speed bumps to slow down drivers. Some respondents had concerns about the improvements distracting drivers, cluttering the street, and removing too much parking. 0% 5% 10% 15% 20% 25% 30% 35%
It takes too much time
Lack of safe walking or biking facilities
I just don’t think about it much
Destinations are too far to walk or bike
Heat
Other (please specify)
Concerned about driver behavior
What keeps you from walking or biking more in your
community or neighborhood, including to/from Glendora
Village?
Other reasons that keep respondents from walking or biking more frequently included: hills, personal mobility challenges, and concerns about personal safety. Several respondents also stated that nothing keeps them from walking or biking and they do so frequently.

Item #8. Page 5
Meeting Date: 9/12/2023 / Packet Page #: 179
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SHEET 1

TITLE SHEET - LEGEND - NOTES
Glendora, CA
Glendora Village Pedestrian Enhancements

LOCATION MAP

NOT TO SCALE

GLENDORA VILLAGE

PEDESTRIAN IMPROVEMENTS

GENERAL NOTES FOOTHILL BLVD MEDA AVE GLENDORA AVE

1. ALL NOTES STATED HEREIN APPLY TO THE PROJECT AND ALL THE SHEETS.

2. ALL WORK SHALL CONFORM TO THE LATEST EDITIONS OF STANDARD PLANS AND

SPECIFICATIONS FOR PUBLIC WORKS CONSTRUCTION, CAMUTCD, AND CALTRANS STANDARDS AS APPLICABLE. ALL WORK SHALL BE SUBJECT TO THE CITY ENGINEER'S ACCEPTANCE AS A CONDITION OF COMPLETION OF WORK BY THE CONTRACTOR.

3. THE CONTRACTOR SHALL BE RESPONSIBLE FOR THE CLEARING AND GRUBBING OF THE PROPOSED WORK AREA.

4. WORK IN PUBLIC STREETS, ONCE BEGUN, SHALL BE COMPLETED WITHOUT DELAY SO AS TO

PROVIDE MINIMUM INCONVENIENCE TO ADJACENT PROPERTY OWNERS AND TO TRAVELING PUBLIC.

5. THE CONTRACTOR SHALL TAKE ALL NECESSARY AND PROPER PRECAUTIONS TO PROTECT

ADJACENT PROPERTIES FROM ANY AND ALL DAMAGE THAT MAY OCCUR FROM STORM WATER

RUNOFF AND/OR DEPOSITION OF DEBRIS RESULTING FROM ANY AND ALL WORK IN CONNECTION WITH PROJECT CONSTRUCTION.

6. ANY PRIVATE IMPROVEMENT SUCH AS LANDSCAPING, PAVEMENT, WALLS, FENCE STRUCTURES,

AND/OR APPURTENANCE ADJACENT TO THE PROJECT SHALL BE PROTECTED IN PLACE UNLESS OTHERWISE NOTED.

7. WORK NOT DONE IN THE PRESENCE OF THE CITY INSPECTOR IS SUBJECT TO REJECTION.

8. THE CONTRACTOR IS RESPONSIBLE FOR OVERALL JOBSITE MAINTENANCE; INCLUDING, BUT NOT LIMITED TO: STREET/SITE SWEEPING, TRASH AND/OR CONSTRUCTION-RELATED DEBRIS/WASTE, STORMWATER POLLUTION PREVENTION BMP, DUST CONTROL, AND EROSION CONTROL.

9. THE CONTRACTOR SHALL NOTIFY UNDERGROUND SERVICE ALERT (USA) AS REQUIRED PRIOR TO THE START OF THE WORK. UPON EXPOSING ANY UTILITY'S UNDERGROUND FACILITY, THE CONTRACTOR SHALL NOTIFY THAT UTILITY OWNER IMMEDIATELY. IF ANY UTILITIES OR

FACILITIES CONFLICT WITH PROPOSED IMPROVEMENTS, THE CITY ENGINEER SHALL BE NOTIFIED IMMEDIATELY.

10. THE CONTRACTOR SHALL NOT CONDUCT ANY OPERATIONS OR PERFORM ANY WORK PERTAINING TO THE PROJECT BETWEEN 3 PM AND 7 AM MONDAY THROUGH THURSDAY, 12 AM AND 7 AM FRIDAY THROUGH SATURDAY, AND NOT ON SUNDAY OR HOLIDAYS AT ANY TIME EXCEPT AS APPROVED IN WRITING BY THE CITY ENGINEER.

11. CONTRACTOR SHALL VERIFY THE HORIZONTAL AND VERTICAL LOCATION OF ALL

UTILITY/SUBSTRUCTURE CROSSINGS AND WITHIN THE AREA OF THE PROPOSED IMPROVEMENTS BEFORE COMMENCING THE CONSTRUCTION. THE CONTRACTOR SHALL PROTECT IN PLACE ALL

EXISTING UTILITIES/SUBSTRUCTURES ON THESE PLANS AND THOSE FOUND DURING CONSTRUCTION.

12. THE CONTRACTOR SHALL BE RESPONSIBLE DURING ALL PHASES OF THE WORK PROVIDE FOR PUBLIC SAFETY AND CONVENIENCE. THE CONTRACTOR SHALL ESTABLISH ADEQUATE ACCESS

TO ALL ENTRIES/DRIVEWAYS/GARAGES AND PARKING LOTS DURING THE WORKING DAY TO THE SATISFACTION OF THE ENGINEER. THE CONTRACTOR SHALL GIVE COURTEOUS NOTICE (KNOCK

ON DOOR) TO AN ADJACENT PROPERTY IMMEDIATELY PRIOR TO BLOCKING ENTRY/DRIVEWAY/GARAGE ACCESS. PEDESTRIAN ACCESS IS TO BE PROVIDED AND MAINTAINED BY THE CONTRACTOR.

13. THE CONTRACTOR SHALL ADJUST SEWER AND STORM DRAIN MANHOLES AND VALVE COVERS TO FINISHED GRADE. THE CONTRACTOR SHALL ADJUST, TIGHTEN AND/OR REPAIR MANHOLES,

LIDS AND COVERS BY THE END OF EACH WORKING DAY TO ENSURE MINIMAL IMPACT (NOISE AND OTHERWISE) TO ADJACENT PROPERTY OWNERS AND TRAVELING PUBLIC.

14. THE CONTRACTOR SHALL PROVIDE A 72-HOUR WRITTEN NOTIFICATION TO AFFECTED

PROPERTIES, POLICE DEPARTMENT, AND FIRE DEPARTMENT IN THE EVENT OF A STREET

CLOSURE TO TRAFFIC/AND OR PUBLIC SAFETY VEHICLES OR IMPLEMENTATION OF PARKING RESTRICTIONS. THE CONTRACTOR SHALL COORDINATE THE PROJECT WORK AND ASSOCIATED

PICK-UP ROUTES WITH THE CITY REFUSE COLLECTION COMPANY PRIOR TO THE COMMENCEMENT OF WORK.

15. ALL PORTLAND CEMENT CONCRETE (PCC) AND ASPHALT CONCRETE (AC) SHALL BE REMOVED TO A SAWCUT, COLD JOINT, SCORE MARK OR EDGE OF PAVEMENT.

16. ALL TREES, SHRUBS, SIGNS, FENCES, PAVEMENT, SPRINKLER SYSTEMS, METERS, POWER

POLES, STREET LIGHTS, AND OTHER IMPROVEMENTS SHALL BE PROTECTED IN PLACE AND

DAMAGE TO EXISTING IMPROVEMENTS, PUBLIC OR PRIVATE, SHALL BE REPLACED IN KIND TO THE CITY ENGINEER'S SATISFACTION. IN CASE CASE THE CONTRACTOR REQUIRES TEMPORARY

MODIFICATION OF SUCH IMPROVEMENTS DUE TO ITS METHODS OF CONSTRUCTION, IT IS THE

CONTRACTOR'S RESPONSIBILITY TO RESTORE DISTURBED IMPROVEMENTS TO THEIR ORIGINAL CONDITION.

17. THE CONTRACTOR SHALL NOT BLOCK DRIVEWAYS OR VEHICULAR TRAFFIC DURING THE PROCESS OF CONSTRUCTION.

18. PROVIDED UTILITY INFORMATION WAS RECEIVED FROM THE UTILITY OWNERS. PLANS FROM

UTILITIES MAY NOT HAVE INCLUDED ALL SERVICE CONNECTIONS AND OTHER FEATURES SUCH AS FIRE HYDRANT LATERALS, VAULTS AND BOXES. CONTRACTOR SHOULD BE PREPARED TO LOCATE SUCH AND TO PROTECT IN PLACE UNLESS OTHERWISE NOTED.

19. THE CONTRACTOR SHALL BE RESPONSIBLE FOR VERIFYING IN THE FIELD DIMENSIONS AS SHOWN ON THE PLAN AND NOTIFY THE CITY ENGINEER OF ANY DISCREPANCIES.

SHEET INDEX

SHEET NO SHEET DESCRIPTION
1 TITLE SHEET INCLUDING GENERAL NOTES, LEGEND,

LOCATION MAP AND SECTION 'A'
2 CONCEPT LAYOUT - MID-BLOCK CROSSING AT 134 N

GLENDORA AVENUE
3 CONCEPT LAYOUT - MID-BLOCK CROSSING AT 158 N

GLENDORA AVENUE
SIGN
PCC

PARKWAY DRAIN

INCLUDING GUTTER

LANDSCAPING

PROJECT AREA

SECTION VIEW 'A'
EX.

PAVEMENT

2.5'
6"
13' 17'

PROPOSED CURB

EXTENSION

PROPOSED CURB

EXTENSION

PROPOSED

PEDESTRIAN MEDIAN

REFUGE ISLAND
9' 16' 11' 2.5'

PROPOSED CURB & SIDEWALK
(WHERE IT OCCURS ON PLAN)
PROPOSED 6" CURB PROPOSED 6" CURB

MAINTAIN EXISTING FLOWLINE AND

INSTALL PARKWAY DRAIN GRATE

CONCEPT PLANS

NOT FOR CONTRUSCTION

PROPOSED CURB & SIDEWALK
(WHERE IT OCCURS ON PLAN)

BEGIN PROJECT LIMITS END PROJECT LIMITS

MAINTAIN EXISTING FLOWLINE AND

INSTALL PARKWAY DRAIN GRATE

NOT TO SCALE

HATCH / TOPO LEGEND

LIGHT POLE

FIRE HYDRANT
POLE

BIKE RACK

TRASH CAN

SEWER MANHOLE

PULLBOX/METER

PLANTER
BENCH

NEWPAPER STAND
PLAQUE
TREE

PLANTER BOX

CABLE RAILING

WOOD TILES
BENCH

FLEXIBLE POST

WHEEL STOP
Item #8. Page 6
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Item #8. Page 7
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SHEET 2
Concept Layout
Glendora, CA
Glendora Village Pedestrian Enhancements

SCALE PLAN SCALE FEET
10 0 105 20

CONCEPT PLANS

NOT FOR CONTRUSCTION
MID-BLOCK CROSSING AT 158 N GLENDORA AVENUE

GLENDORA AVE
49' TAPER
30'
22' 56' 12' 17' 16' 8' 11' 13' 24' 38'
41' TAPER
33'
26' 26'
23' 12' 16'
12'
20'
3 1
1 1
3 3
4 4
4 4
4 4
5 5
6 6
7 8
8 9
9 10
10 8
R25'
R25'
R25'
R4'
R25'
R25'
R25'
R25'
ASHT 1
ASHT 1

EXISTING SIDEWALK

ON THE AVENUE

BOUTIQUE

EXISTING

DRIVEWAY

APPROACH CRUST AND CRUMBLE
BAKERY

KIRK WARNER

INSURANCE AGENCY

COLDWELL BANKER

MILLENNIUM

PEACHES AND CREAM

MED SPA

NEW AMERICAN DOMENICO'S JR

FUNDING

EXISTING CURB AND
GUTTER (8" CF) 16'-6" 16'-6"
12 11 12
2 2

BEGIN PROJECT
LIMITS

EXISTING SIDEWALK EXISTING CURB AND
GUTTER (8" CF) 16'-6" 16'-6" EXISTING SIDEWALK EXISTING CURB ANDGUTTER (8" CF) EXISTING PARKLET EXISTING 12 11 12

DRIVEWAY

APPROACH
2 EXISTING SIDEWALK EXISTING CURB AND
GUTTER (8" CF)

EXISTING PARKLET

CONSTRUCT CONCRETE CURB (WITH DOWELS),
TYPE A1-6 PER SPPWC STD. PLAN 120-3. 1

REMOVE AND RECONSTRUCT PARKWAY DRAIN

OR CURB DRAIN PER SPPWC STD PLAN
150-4/151-3
2 3

INSTALL DROUGHT TOLERANT LANDSCAPING
TO MATCH EXISTING VILLAGE LANDSCAPE 4

INSTALL DOUBLE YELLOW PER CALTRANS
STD. PLAN RSP A20A, DETAIL 22 5
CONSTRUCT CURB RAMP PER CALTRANS STD.

PLAN 120-3

INSTALL STAMPED BRICK AND BASIC
CROSSWALK PER CALTRANS STD. PLAN A24F 7

CONSTRUCT PARKWAY DRAIN AND TRENCH
GRATE PER SPPWC STD PLAN 151-3. 10

REMOVE EXISTING CURB RAMP/SIDEWALK AND
CONSTRUCT 4" PCC SIDEWALK PER CITY OF
GLENDORA STD NO. 1.02
11 CONSTRUCTION NOTES
INSTALL YIELD LINE PER CALTRANS STD. PLAN
A24G 6
8 INSTALL W11-2 AND W16-7P SIGNS
INSTALL R4-7 SIGN AND OM1-1 TYPE 1 OBJECT

MARKER AT CENTER STANCHIONS AT REFUGE
ISLAND APPROACHES.
9 12 SAWCUT AND JOIN AT NEAREST SIDEWALK JOINT
Item #8. Page 8
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Item #8. Page 9
Meeting Date: 9/12/2023 / Packet Page #: 183
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SHEET 3
Concept Layout
Glendora, CA
Glendora Village Pedestrian Enhancements

SCALE PLAN SCALE FEET
10 0 105 20

CONCEPT PLANS

NOT FOR CONTRUSCTION
MID-BLOCK CROSSING AT 158 N GLENDORA AVENUE
GLENDORA AVE 21' 16' 16' 8' 13' 19' 10' 10'
45'
31' TAPER
25'
12' 61' 12'
28' 17'
7' 12' 18'
12'
3 1
1 1
3 3
4 4 4
4 4
5 6
6 7
8 8
9 9
10 10
11 11
R9'
R4'
R25'
R25'

EXISTING CURB

EXISTING PARKLET

EXISTING SIDEWALK

EXISTING SIDEWALK EXISTING CURB AND
GUTTER (8" CF)

EXISTING CURB AND
GUTTER (11" CF)

EXISTING CURB AND
GUTTER (8" CF) EXISTING SIDEWALK 16'-7"
ASHT 1
ASHT 1

NELSON'S DRUGS VILLAGE VAULT DIPLOMAT JR KNOT TOO SHABBY

CLASSIC COFFEE VILLAGE GOLDSMITH KALEO REAL
ESTATE

COMPANY
NEON DRAGON THE SEW N SEW 16'-7"

EXISTING

DRIVEWAY

APPROACH

EXISTING

DRIVEWAY

APPROACH

EXISTING SIDEWALK

EXISTING CURB AND
GUTTER (8" CF)
EXISTING PARKLET 16'-7" 16'-3/4"
70' 75'
R10'
11 12
28'-9 3/4" 17'
12 END PROJECT LIMITS

REMOVE AND REPLACE

PAVEMENT MARKINGS

REMOVE AND REPLACE
PAVEMENT MARKINGS 5
2 CONSTRUCT CONCRETE CURB (WITH DOWELS),
TYPE A1-6 PER SPPWC STD. PLAN 120-3. 1

REMOVE AND RECONSTRUCT PARKWAY DRAIN

OR CURB DRAIN PER SPPWC STD PLAN
150-4/151-3
2 3

INSTALL DROUGHT TOLERANT LANDSCAPING
TO MATCH EXISTING VILLAGE LANDSCAPE 4

INSTALL DOUBLE YELLOW PER CALTRANS
STD. PLAN RSP A20A, DETAIL 22 5
CONSTRUCT CURB RAMP PER CALTRANS STD.

PLAN 120-3

INSTALL STAMPED BRICK AND BASIC
CROSSWALK PER CALTRANS STD. PLAN A24F 7

CONSTRUCT PARKWAY DRAIN AND TRENCH
GRATE PER SPPWC STD PLAN 151-3. 10

REMOVE EXISTING CURB RAMP/SIDEWALK AND
CONSTRUCT 4" PCC SIDEWALK PER CITY OF
GLENDORA STD NO. 1.02
11 CONSTRUCTION NOTES
INSTALL YIELD LINE PER CALTRANS STD. PLAN
A24G 6
8 INSTALL W11-2 AND W16-7P SIGNS
INSTALL R4-7 SIGN AND OM1-1 TYPE 1 OBJECT

MARKER AT CENTER STANCHIONS AT REFUGE
ISLAND APPROACHES.
9 12 SAWCUT AND JOIN AT NEAREST SIDEWALK JOINT
Item #8. Page 10
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Glendora Village Crosswalk
Safety Demonstration Project
Community Development
City Council
September 12, 2023
Steven Mateer, Transportation Manager CityOfGlendora.org Item #8. Page 11
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2 OVERVIEW
• Demonstration Projects
• Project Elements
• Data and Feedback
• Conceptual Improvements
• Next Steps
Item #8. Page 12
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3 DEMONSTRATION PROJECTS
• Public outreach tool
• Easy to implement
• Low-cost materials
• Test improvements
• Guide future projects
Item #8. Page 13
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4 PROJECT ELEMENTS
• Two midblock crossings
• Curb extensions
• Median Refuge Island
• Landscape Barriers
Item #8. Page 14
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5 DATA AND FEEDBACK
• Why this Project?
• Failure to yield
• Damage to signs
• Village Character
Item #8. Page 15
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6 DATA AND FEEDBACK
• Safety Data 2017-2022
• 7 Bike/ped collisions
• 15 Failure to yield citations
• Damage to City property
• Yield signs
• Parklet bollards
Item #8. Page 16
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7 DATA AND FEEDBACK
• Survey
• 369 responses to date
• Majority drive
• 49% would walk more with safer streets
• 54% supported curb extensions
• Majority support for permanent improvements
• Written comments questioned need and aesthetics
Item #8. Page 17
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8 CONCEPTUAL IMPROVEMENTS Item #8. Page 18
Meeting Date: 9/12/2023 / Packet Page #: 192
9 CONCEPTUAL IMPROVEMENTS Item #8. Page 19
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10 CONCEPTUAL IMPROVEMENTS Item #8. Page 20
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11 CONCEPTUAL IMPROVEMENTS Item #8. Page 21
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12 CONCEPTUAL IMPROVEMENTS
• Costs
• $60,000 to $75,000 for survey, design, and estimating • $403,000 for construction
• Eligible Funding
• Local Return Transportation funds (excluding Prop A)
• Incorporate into People Movement Project
Item #8. Page 22
Meeting Date: 9/12/2023 / Packet Page #: 196
13 RECOMMENDATIONS

1. Provide direction to staff on the Glendora Village Crosswalk Safety Demonstration Project.

That the City Council:

Item #8. Page 23
Meeting Date: 9/12/2023 / Packet Page #: 197

STAFF REPORT
TO: MAYOR AND COUNCIL MEMBERS DATE: SEPTEMBER 12, 2023
FROM: CITY CLERK DISTRICT(S): CITYWIDE
SUBJECT: APPROVE AGREEMENT FOR CONTRACT SERVICES TO CONDUCT A BRAND ASSESSMENT, DESIGN, AND ROLLOUT IN AN AMOUNT NOT TO EXCEED $85,250

RECOMMENDATION
That the City Council:

1. Approve a one-time fee of $85,250 for consultant to conduct research, develop strategy, design identity, create a digital toolkit, and develop a launch plan to upgrade the City's branding;

2. Authorize the City Manager to execute the Contract Services Agreement and;

3. Authorize the necessary budgetary adjustments.

STRATEGIC FOCUS AREAS
 Goal 4: Enhance and Modernize the Organization (EMO)

EXECUTIVE SUMMARY
Guided by the City of Glendora Council’s Strategic Plan objectives to develop and enhance City branding, the Public Information and Media Division sought to investigate and recommend consulting services that will provide expertise in branding assessment, strategy, and implementation.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
Not Applicable

DISCUSSION
The City of Glendora has been proactive in executing brand initiatives that impact both the organization and community. Significantly, development and modernization of existing branding such as the City and Public Library iconography, including the official seal and logos began in 2014. A full website user interface (UI) update was implemented in 2016, modernizing both the look and functionality through visual design, colors, iconography, typography and layout of the City’s main portal for information and communication. Informed by the website refresh, updates to previous brand initiatives were implemented along with a more comprehensive Brand Standard Manual in 2019. The Brand Standard Manual introduced guidelines for City staff and community partners in the appropriate use of seals, logos, typography, color palette, letterhead, printed and digital communications, business cards, and presentation materials.

Historically, the City’s branding efforts have consisted of the official City Seal. The Glendora City Seal was commissioned in 1955 by then City Manager Craig McMicken. Renowned local artist and lifelong Glendora resident Webb Detwiler was asked to design the seal. Detwiler incorporated oranges and lemons, representing Glendora’s rich history in the citrus industry, a residential element represented by a period Craftsman bungalow, and a torch, a common design theme dating back centuries, symbolic of hope and enlightenment.

A brand that is unique and engaging provides a foundation for community interest and perception of a city Item #9. Page 1
Meeting Date: 9/12/2023 / Packet Page #: 198
Staff Report Page 2 of 3
as desirable for businesses, a destination for visitors, or for individuals and families to live. Brand strategy is a critical component toward economic growth, and to enhance a city’s local, regional, or global awareness. Brand strategy leverages city features and amenities to support relevant and compelling messaging to the city’s target audience. Brand development seeks to extend beyond marketing campaigns and reach a deeper, emotionally shared vision that encourages community membership.

City staff applies current brand strategies to marketing campaigns and public outreach via the City’s website, reaching over 1 million visitors annually, and on the City’s social media platforms, reaching nearly half a million users annually. Developing a comprehensive brand strategy for a community should include a variety of stakeholders, ensuring multiple perspectives and issues are weighed and making buyin and execution less complicated.

Staff engaged JPW Communications, a southern California based firm specializing in government communications and branding. Comprised of marketing, design, and communication professionals, all with prior government experience themselves, JPW has worked with over 60 local government agencies in California on developing branding and messaging strategies since 2015. JPW provides comprehensive research, assessment, and development processes that help identify key decision markers. Executed over 5 phases, JPW will provide deliverables, including reporting and design collateral, as each milestone is achieved and agreed upon by stakeholders.

Phase 1 will establish an understanding of the community through familiarization, auditing of current brand materials and strategies, a competitive examination (including SWOT analysis), and stakeholder review.

Phase 1 is the foundation that will inform future phases. Phase 2 will expand the previous knowledge through strategy, stakeholder engagement, and exploration of visual communication tools that will culminate in a creative brief.

JPW’s design professionals will drive the design philosophy of Phase 3, seeking to elevate brand identity through acquired data and industry experience, and informed by the current landscape of design strategies. This phase will narrow its scope to be unique to the City of Glendora before providing design recommendations and deliverables.

The last two phases are critical to the efficacy of brand rollout. JPW Communication’s Phase 4 implementation focuses on deliverables and guides to ensure stakeholder success long-term. This phase includes a comprehensive toolkit for staff to use when executing materials both internally and externally, and will consist of letterheads, business cards, esignatures, presentation templates, as well as templates for digital media and marketing. A new, comprehensive style guide will reinforce the importance of branding toward City messaging and provide guidance on appropriate or approved usage of the City’s identity.

Finally, Phase 5 will include a strategic roll-out plan that will include strategies for community engagement, as well as internal tactics for implementing brand strategies organizationally. The anticipated timeline for the proposal considers consistent feedback and dialogue with stakeholders, with initial phases 1-2 taking approximately 2-3 months. Phase 3 is the most extensive phase and will take approximately 3 months for development. Phases 4-5 will take approximately 2-3 months for planning and implementation, with City staff guiding continued execution of strategies upon completion of JPW’s deliverables.

FISCAL IMPACT
A one-time fee of $85,250 for services related to brand research, and development of brand strategy, brand identity, digital toolkit, and launch plan to upgrade the City’s brand identity. This project will be funded with PEG funds which has sufficient available resources.

ENVIRONMENTAL DETERMINATION
There are no CEQA impacts associated with the recommendations in this report.

Item #9. Page 2
Meeting Date: 9/12/2023 / Packet Page #: 199
Staff Report Page 3 of 3
Prepared By Gregory R Morton, Senior Digital Media Specialist Concurs With Not Applicable
Reviewed By Kathleen R. Sessman, City Clerk/Communications Director Certified to Availability of Funds Marie Ricci, Administrative Services Director/City Treasurer Approved By Adam Raymond, City Manager
Legal Review William W. Wynder, City Attorney
CEQA Review Jeff Kugel, Community Development Director
ATTACHMENTS:

A. JPW Communications Consultant Contract
B. JPW Communications Glendora RFP
Item #9. Page 3
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01240.0005/914899.1 A-1

CITY OF GLENDORA

CONTRACT SERVICES AGREEMENT FOR
Citywide Rebranding 2023
THIS CONTRACT SERVICES AGREEMENT (herein “Agreement”) is made and entered into this ____ day of _______, 2023, by and between the CITY OF GLENDORA, a California municipal corporation (“City”) and JPW Communications, Inc., a California corporation (herein “Consultant”).

NOW, THEREFORE, the parties hereto agree as follows:

1. SERVICES OF CONSULTANT

1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Consultant shall perform the work or services set forth in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by reference. Consultant warrants that it has the experience and ability to perform all work and services required hereunder and that it shall diligently perform such work and services in a professional and satisfactory manner.

1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction.

1.3 California Labor Law. If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws.

1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by the Agreement.

1.5 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.

2. COMPENSATION

2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference, but not DocuSign Envelope ID: 6B5AD503-F2FF-401A-AA7C-86C563EF71E2 Item #9. Page 4
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exceeding the maximum contract amount of $85,250 (Eighty-Five Thousand Two Hundred Fifty Dollars) (“Contract Sum”).

2.2 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall contain all information specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses by the following categories:
labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.

City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, City will use its best efforts to cause Consultant to be paid within forty five (45) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by the City of any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.3 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual cost of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum but not exceeding a total contract amount of Fifty Thousand Dollars ($50,000) or in the time to perform of up to ninety (90) days may be approved by the City Manager. Any greater increases than Fifty Thousand Dollars ($50,000), taken either separately or cumulatively, must be approved by the City Council. No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

3. PERFORMANCE SCHEDULE

3.1 Time of Essence. Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) DocuSign Envelope ID: 6B5AD503-F2FF-401A-AA7C-86C563EF71E2 Item #9. Page 5
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specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding thirty (30) days cumulatively.

3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”).

4. COORDINATION OF WORK

4.1 Representative of Consultant. Jenny Windle, Founder & CEO JPW Communications, is hereby designated as being the representative of Consultant authorized to act on its behalf with respect to the work and services specified herein and make all decisions in connection therewith. All personnel of Consultant and any authorized agents shall be under the exclusive direction of the representative of Consultant. Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, and shall keep City informed of any changes.

4.2 Contract Officer. Administrative Services Director or such person as may be designated by the City Manager, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and to make all decisions in connection therewith (“Contract Officer”).

4.3 Prohibition Against Subcontracting or Assignment. Consultant shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void.

4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth.

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Consultant shall perform all services required herein as an independent contractor of City with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City, or that it is a member of a joint enterprise with City.

5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages. Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City.
(a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein.
(f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a DocuSign Envelope ID: 6B5AD503-F2FF-401A-AA7C-86C563EF71E2 Item #9. Page 7
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waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. (b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. (f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss.

Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for DocuSign Envelope ID: 6B5AD503-F2FF-401A-AA7C-86C563EF71E2 Item #9. Page 8
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purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
(j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing.
(l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any crossliability exclusions. (m)Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section.

Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation. (o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.

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(q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

5.3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, except claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.

6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services and shall keep such records for a period of three years following completion of the services hereunder. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records.

6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement or as the Contract Officer shall require.

6.3 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than the City without prior written authorization from the Contract Officer. (b) Consultant shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives the City notice of such court order or subpoena.

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(c) If Consultant provides any information or work product in violation of this Agreement, then the City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify the City should Consultant be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder.

The City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with the City and to provide the City with the opportunity to review any response to discovery requests provided by Consultant.

6.4 Ownership of Documents. All studies, surveys, data, notes, computer files, reports, records, drawings, specifications, maps, designs, photographs, documents and other materials (the “documents and materials”) prepared by Consultant in the performance of this Agreement shall be the property of the City and shall be delivered to the City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by the City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article.

7.3 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the DocuSign Envelope ID: 6B5AD503-F2FF-401A-AA7C-86C563EF71E2 Item #9. Page 11
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purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue any legal action under this Agreement.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

7.4 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine.

Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder, but not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit “C”. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.5 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

8. MISCELLANEOUS

8.1 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class in the performance of this Agreement.

Consultant shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, DocuSign Envelope ID: 6B5AD503-F2FF-401A-AA7C-86C563EF71E2 Item #9. Page 12
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religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class

8.2 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, 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 Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8.3 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Glendora, 116 E. Foothill Blvd., Glendora, California 91741-3380, and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

8.4 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing.

8.5 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

8.6 Waiver. No delay or omission in the exercise of any right or remedy by non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party’s consent to or approval of any act by the other party requiring the party’s consent or approval shall not be deemed to waive or render unnecessary the other party’s consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

8.7 Attorneys’ Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which any be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees, whether or not the matter proceeds to judgment.

8.8 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or DocuSign Envelope ID: 6B5AD503-F2FF-401A-AA7C-86C563EF71E2 Item #9. Page 13
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against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

8.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

8.10 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement.

Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Consultant’s Authorized Initials ___________________
Jenny Windle, CEO
Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound.

This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[Signatures On The Following Page]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF GLENDORA, a municipal corporation
Adam Raymond
City Manager
APPROVED AS TO FORM: CERTIFY AVAILABILITY OF FUNDS:

ALESHIRE & WYNDER, LLP
William W. Wynder
City Attorney
Marie Ricci
Administrative Services Director/City Treasurer
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
CONTRACTOR:

JPW COMMUNICATIONS, INC., a California
corporation
Name: Jennifer L. Windle
Title: Chief Executive Officer
Email Address: [email protected]
Address:
2710 Loker Ave. W., Suite 300, Carlsbad, CA 92010
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer.

CONTRACTOR’S SIGNATURES SHALL BE DULY NOTARIZED UNLESS EXECUTED UTILIZING DOCUSIGN. IN ADDITION, THE

APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.

DocuSign Envelope ID: 6B5AD503-F2FF-401A-AA7C-86C563EF71E2 Sep 5, 2023 | 11:24 AM PDT
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EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following services to the City:

A. Consultant will work directly under City staff supervision to prepare a brand and design logo for the City of Glendora and a launch plan, rollout, strategy, and logistics for same, as set forth on Consultant’s proposal, attached hereto as Exhibit “E”.

II. As part of the services, Consultant will prepare and deliver the following tangible work products to the City:

A. All documentation and work products set forth on Consultant’s proposal attached hereto as Exhibit “E”, including, if approved by the Contract Officer, the following:
stationary suite (business card, letterhead, envelope, email signature template), virtual backgrounds (three variations), PowerPoint template, social media suite, and a comprehensive rollout plan and budget.

III. In addition to the requirements of Section 6.2, during performance of the services, Consultant will keep the City updated of the status of performance by delivering the following status reports:

A. Reporting to the City staff as and when requested.

IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City.

V. Consultant will utilize the following personnel to accomplish the services:

A. Jenny Windle
B. Leslie Spring
C. Molly Schellenger
D. Baylee Akins
E. Natalie Speedon
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01240.0005/914899.1 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text is indicated in bold italics, deleted text is indicated in strikethrough.

N/A
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C-1
01240.0005/914899.1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall perform the services at the following hourly rates:

II. The City will compensate Consultant for the services performed upon submission of a valid invoice. Each invoice is to include:

A. Line items for all the work performed, the number of hours worked, and the hourly rate.

B. Line items for all materials and equipment properly charged to the Services.

C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

D. If applicable, line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the services.

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01240.0005/914899.1
III. The total compensation for the services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement.

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D-1
01240.0005/914899.1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with any deadlines specified by City staff, and otherwise as set forth [below /in Consultant’s proposal attached hereto as Exhibit “E”].

II. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.

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E-1
01240.0005/914899.1
EXHIBIT “E”
CONSULTANT’S PROPOSAL
[Attached]
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RESPECTFULLY SUBMITTED BY:

Proposal for City of Glendora
Rebranding 2023
Item #9. Page 22
Meeting Date: 9/12/2023 / Packet Page #: 219
COVER LETTER ...........................................................3 KEY PERSONNEL ........................................................5 RESUMES ...................................................................... 7 EXPERIENCE ................................................................... - ABOUT JPW ........................................................ 12 - OUR SERVICES ................................................... 13 - INNOVATIONS ..................................................... 14 - CASE STUDIES .................................................... 15 APPROACH ..................................................................17 TIMELINE .................................................................... 20 REFERENCES ............................................................. 21 RATE CARD ................................................................ 22 COST ESTIMATE ....................................................... 23 Table of
Contents
“
Brands are
like friends—
you encounter
a huge number
of them every day
but you only
remember the
ones you love.

Item #9. Page 23
Meeting Date: 9/12/2023 / Packet Page #: 220
Mr. Greg Morton
City of Glendora
116 E. Foothill Boulevard
Glendora, CA 91741
Dear Mr. Morton:

It is our pleasure to submit this proposal to you to
develop a new brand for the City of Glendora. Our
experience working on similar projects with cities,
counties and special districts ensures we would be
able to quickly understand, execute and provide an
award-winning identity for your community.

MEET JPW
JPW Communications is a staff of 12 dedicated
professionals who have spent time working in
and alongside local government; therefore, we
understand the realities, constraints and pride that
goes along with public service.

Established in 2015, we have worked with more
than 60 local government entities across the state
of California creating memorable brands and
campaigns that truly help move the needle.

Our work has been awarded more than 25 times
by industry peers who have recognized us for our
exceptional performance in this arena, including
three “Best in Show” acknowledgements.

With the JPW team in place, you’ll get:
• A curated team “From Government,
For Government” who has a strong
understanding of local government
programs, projects and services;
Hi there!
• An award-winning creative team that’s
focused on developing human-centric
designs that help amplify goals rather than
further complicate them;
• Plain-speak experts who take pride in
boiling down intricate concepts into
understandable content that you’d use to
explain something to your neighbor.

OUR APPROACH
We know that community branding work takes a
unique mix of discovery, strategic thinking, design
excellence, project management skills and political
acumen – and all of that is baked into the process
we use to approach our work, which is outlined in
this proposal.

GLENDORA’S UNIQUE OPPORTUNITY
JPW understands the impact that an evolved
logo will have for the City of Glendora since a
community brand serves as your “front door” to the
world.

In our collaborative work together, JPW will strive
to balance the city’s rich history with its future
aspirations, attract new businesses, and enhance
quality of life for the more than 51,000 residents
that call the city home.

JPW COMMUNICATIONS, INC.
2710 Loker Avenue W., Suite 300
Carlsbad, CA 92010
(760) 683-8395
www.jpwcomm.com
COVER LETTER – jpwcomm.com 3
Item #9. Page 24
Meeting Date: 9/12/2023 / Packet Page #: 221
Cover Letter
Jennifer L. Windle
Founder and CEO
We recently had the pleasure of doing similar projects for the cities of San Marcos and Tustin; the California Association of Public Information Officials; and Western Municipal Water District. We’ve included those case studies in our proposal for your review.

IN CLOSING
If given the opportunity, JPW would approach this project with great enthusiasm, fresh perspectives, and a desire to level up your existing brand/logo -- all while having fun on the journey.

We believe that our approach to the redesign will help the City of Glendora achieve its goals and position itself for success.

Should you have any questions about our proposal, please contact me directly at [email protected] or (760) 683-8395 x700.

We look forward to the opportunity to put our proven track record to work for you. Thank you for your consideration.

Sincerely,
COVER LETTER – jpwcomm.com 4
Item #9. Page 25
Meeting Date: 9/12/2023 / Packet Page #: 222
Key Personnel
One of JPW’s biggest differentiators is our people. We are a specially curated group led by long-time government communicators who deeply understand the intricacies and nuances of working in the public space. We serve up strategy rooted in industry best practices and shaped by real-life experience.

Our team culture also sets us apart. As a deliberately developmental organization, we take ongoing learning and real-time coaching to heart. We believe that continuous development of our employees (and leaders, too) leads to higher levels of expertise, engagement and mastery. Last, but certainly not least, serving the greater good is embedded in everyone’s DNA at the firm and gives our daily work great purpose.

All of this translates into a one-of-a-kind experience where you feel supported and understood. It won’t take long until you understand just how much we love public service.

A SPECIAL TEAM TO ASSIST WITH THIS IMPORTANT WORK
KEY PERSONNEL – jpwcomm.com 5
Item #9. Page 26
Meeting Date: 9/12/2023 / Packet Page #: 223
Key Personnel
JPW Founder and CEO Jenny Windle will serve as principal-in-charge and will be available for high-level strategy. Jenny is a strategic communications and community branding aficionado, having worked with dozens of government agencies over the last 25 years.

Leslie Spring brings more than 18 years of marketing and communication experience to the team with a particular acumen for local government (in fact, her father is a retired public works director). As the firm’s senior director, Leslie will drive creative direction and strategy and will serve as project co-lead.

Molly Schellenger is an experienced multimedia designer and all-around creative who takes inspiration from the environment. She has a broad range of experience in print and digital design across the public and private sectors. She will lead the creative design of the reimagined brand.

Baylee Akins has managed comprehensive marketing and communications campaigns for public sector industries in education, environment, health services, transportation, water and more. Baylee will handle day-to-day project management.

Natalia Speedon is a communications coordinator who has a passion for community. She will provide support with logistics, research, administrative duties and collaborative team input.

SUBCONTRACTORS // PHOTOGRAPHY AND VIDEO
No subcontractors are contemplated for the project at this time. All work will be handled by in-house JPW employees.

PROJECT TEAM OVERVIEW
KEY PERSONNEL – jpwcomm.com 6
Item #9. Page 27
Meeting Date: 9/12/2023 / Packet Page #: 224
Jenny
Windle, MPA
Jenny Windle, MPA, is one of California’s most
experienced and well-respected government
communication professionals and brings more than
25 years of award-winning experience to her firm,
JPW Communications.

Prior to starting the firm, Jenny served as the
Director of Marketing and Communications for the
Port of San Diego where she oversaw marketing
efforts related to advancing the Port’s maritime
and cruise business lines and directed media and
community relations efforts to inform, educate and
engage the Port’s diverse stakeholder base.

Jenny created award-winning communication
programs for the City of Vista and the City of
San Marcos before assuming her role at the Port.

Her communications career began in the City of
Palmdale where she spent nearly 10 years crafting
community relations and branding strategies in the
city’s communications department.

EDUCATION
Cal State University, Northridge
Master’s in Public Administration
Western Washington University
Bachelor’s of Arts in Communications
California State University, Fresno
Certificate in Economic Development

FOUNDER AND CEO

EXPERIENCE
• Strategic Communications Planning:

Western Municipal Water District,
Rancho California Water Agency, Long
Beach Water Department, San Diego
County Water Authority
• Public Engagement Plan; Olivenhain
Municipal Water Department, San
Dieguito Valley Desalination Project
• Public Engagement Plan; San Diego
County Water Authority, San Diego
Hydropower Project
• Construction Outreach: La Sierra
Pipeline, Sterling Pump Station and
Victoria Station Recharge Basin.

If local government had “
a hall of fame, she’d be in it.

RESUME – jpwcomm.com 7
Item #9. Page 28
Meeting Date: 9/12/2023 / Packet Page #: 225
Leslie
Spring
Leslie Spring is an accomplished marketing and
communication expert with experience in the public
and private sectors. She is adept at creating and
implementing successful strategic communications
plans that drive results.

Before joining JPW Communications, she worked
in higher education developing strategic marketing
plans and campaigns that deepened community
engagement and advanced cohesive brand
narratives.

At JPW, she marries her journalism and advertising
background with a public service perspective
to craft communication strategies that work
for government clients. Her specialties include
branding and identity development, project
management, social media, digital advertising,
content development and community engagement.

EDUCATION
California Polytechnic State University,
San Luis Obispo
Bachelor of Science in Journalism

SENIOR MARKETING AND

COMMUNICATIONS

DIRECTOR

EXPERIENCE
• “Destination Lancaster” tourism
marketing strategic plan; City of
Lancaster
• “Local Water Done Well” marketing
outreach and branding; Western
Municipal Water District
• “Defensible Space” fire safety
marketing campaign; City of San
Marcos
• “Honk Less, Wave More” courteous
driving community outreach
campaign; City of San Marcos
• “Know Before You Vote” redistricting
outreach campaign; City of
San Marcos
Strategies and tactics are her “
love languages.

RESUME – jpwcomm.com 8
Item #9. Page 29
Meeting Date: 9/12/2023 / Packet Page #: 226
Molly
Schellenger
Molly is a graphic designer with a broad range
of experience in print and digital design across
public and private sectors. She is passionate about
working on projects that promote environmental
sustainability and inform communities in creative
and engaging ways.

Prior to joining JPW Communications, Molly worked
as a graphic designer for the City of San Marcos
elevating their brand and creating collateral for a
variety of print, digital and online projects. She also designed for a variety of private and public sector
clients including 826 Valencia; UC Davis; and the
cities of Long Beach, Agoura Hills and Eastvale.

Molly brings a keen sense for creating impactful
designs that capture the audience’s attention and
promotes positive change.

EDUCATION
University of California, Davis
Bachelor of Arts in Design,
emphasis in Graphic Design

MULTIMEDIA DESIGNER

EXPERIENCE
• Agency rebrand and implementation
including citywide signage
development; City of San Marcos
• Recreation guide redesign and
assorted event collateral; City of San
Marcos Parks & Recreation Department
• Marketing materials, illustration and
social media graphic development;
City of Long Beach Water Department
•Branding and identity development and
implementation; City of Agoura Hills
• Economic development marketing
campaign identity; City of Eastvale
She’s a double threat with “
her designs and words.

RESUME – jpwcomm.com 9
Item #9. Page 30
Meeting Date: 9/12/2023 / Packet Page #: 227
Baylee
Akins
In her five years of experience, Baylee has
managed comprehensive marketing and
communications campaigns for public sector
industries in education, environment, health
services, transportation, water and more. While
she’s ready to take on any project, her passion is
developing strategic messaging and marketing
initiatives to elevate brands, agencies, and
stories to drive behavior change and awareness
campaigns.

Prior to JPW, she leveraged her varied experience
to successfully serve clients such as Orange
County Stormwater; San Francisco Municipal
Transportation Agency; SANDAG; San Diego
County Office of Education; and San Diego State
University, School of Journalism and Media Studies.

She is driven to help public sector agencies tell
their stories and spread their messages; if you’re at
a loss for words, she will help you find them.

EDUCATION
San Diego State University
Bachelor of Arts in Journalism, emphasis
in Public Relations
Minor in Television, Film and New Media
UC San Diego Extension
Copyediting Certificate Program

MANAGER

EXPERIENCE
• Mental health marketing and
communications campaign; San
Marcos Unified School District
• Agency rebrand; Western Municipal
Water District
• Getting to Zero marketing campaign;
Health and Human Services Agency,
San Diego
• Agency rebrand, community
engagement and website redesign;
Orange County Stormwater Agency
• Agency rebrand, public relations,
community engagement; San Diego
State University, School of Journalism
and Media Studies
Old methods don’t open “
new doors.

RESUME – jpwcomm.com 10
Item #9. Page 31
Meeting Date: 9/12/2023 / Packet Page #: 228
Natalia
Speedon
Natalia is a rising star in the field of marketing and
public relations with experience in the
non-profit and private sectors. She is passionate
about projects that connect communities in
creative, engaging and inspiring ways.

Prior to joining JPW Communications, Natalia
worked as a volunteer coordinator and brand
ambassador for MainStreet Oceanside, an
organization dedicated to making the vision
of MainStreet Oceanside a pedestrian-friendly
community with unique and exciting attractions,
including daytime and evening activities for
residents and visitors.

Natalia is excited to make an impact in the lives
of individuals, and her work represents her ability
to inspire residents to become members of their
community and adopt the culture of the place
where they live.

EDUCATION
Saint Mary’s College
Bachelor of Arts in Communications Studies
Minor in Sociology

COMMUNICATION

COORDINATOR

EXPERIENCE
• Leucadia Streetscape Segment B&C
project outreach; City of Encinitas
• San Marcos Creek construction
project outreach; City of San Marcos
• San Marcos Creek “Ask Me Anything”
video series; City of San Marcos
• State of the City presentation
production; City of Encinitas
• Innovate 78 marketing and social
media campaign; cities of Carlsbad,
Escondido, Oceanside, San Marcos
and Vista
A life is not important
except in the impact it has
“
on other lives.

RESUME – jpwcomm.com 11
Item #9. Page 32
Meeting Date: 9/12/2023 / Packet Page #: 229
About JPW

THE JPW EXPERIENCE
Every day, we help public agencies connect and
engage with their communities in meaningful
and memorable ways. When you work with JPW,
you will be challenged to rethink the way you’re
connecting with your audience. You may hear
us say that we’re not the “save-as people.”
That’s because we’re going to do things differently
every single time. The benefit to you is out-of-thebox solutions that make people take notice.

OUR “WHY”
We know the public sector affects change,
and we’re inspired by making a difference.

We understand the work we do directly impacts our
lives, our communities and our families. It’s what
gets us out of bed in the morning.

WE ARE A TEAM OF...

Pioneers: We enthusiastically take initiative and
are willing to push the status quo because we
believe in the promise of what might be.

Translators: We are skilled at making
connections, finding common ground, revealing
meaning and making government more
accessible to the community through plain
language and effective communication.

Advocates: We are driven by vision, service and
championing community causes. We believe in
the power of people and purpose, and we bring
them together to drive change.

Our team of 10 is at your service.

What if we told you that you could team up with
dedicated professionals who understand the
nuances of communicating complex issues to broad
audiences, know how to effectively create support
for high-profile projects AND strategically push
design boundaries?
Allow us to introduce ourselves.

JPW Communications was born from the need for
a communications firm to cater specifically to the
public sector in a way that no other outside agency
could—with exceptional service, groundbreaking
creative ideas, and the unique acumen that only
comes from having a team who has spent time
entrenched in the public sector.

ABOUT US
JPW Communications was founded in 2015 by longtime government communicator Jenny Windle and has grown to a team of 10 passionate marketing
and communications experts from government that
provides award-winning services for government.

Together, the team brings nearly 75 years of
collective first-hand experience from inside cities,
counties, states and special districts, and an
unrelenting pursuit of creative excellence to bring
the public sector a consulting firm like no other.

A STAFF BORN FROM GOVERNMENT, FOR GOVERNMENT.®
Our vision...
..... is to empower every government organization
to rethink marketing and communications in a
fresh, dynamic and compelling way, leading to
greater trust with the public and transformed
communities.

ABOUT JPW – jpwcomm.com 12
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Our Services
STRATEGY // Empower your team
Crafting a data-driven game plan with a clear path to action is the key to helping you and your team reach new heights. We handle strategic communications and marketing planning; crisis management; mission, vision and values articulation; target audience segmentation; SWOT and competitive landscape analyses.

BRANDING // Define your story
A powerful brand communicates your organization’s DNA by integrating visual identity with compelling narratives that tell your story. Key capabilties include brand identity development; logo and tagline creation; market research and positioning opportunities; and style guide design.

MARKETING // Drive your narrative
Creative concepts – grounded in research – will capture your audience’s attention and accelerate them into action. Our specialties include concept development and marketing campaigns; awareness and behavior change initiatives; media planning and buying; content creation; earned media and grassroots promotions.

CREATIVE // Craft your identity
A full deck of integrated creative tools won’t just up your ‘wow’ factor, it will catapult your messaging to higher engagement levels. From concept to production, we’ve got you covered with full-service graphic design; templates and interactive materials; website and digital design; content development; video and photography production.

STORYTELLING // Share your “why”
Whether it’s captivating audiences with what you do best, or responding to an unforeseen crisis, communicating the ‘why’ of what you do is paramount. We can help with routine communications and crisis response services; key messages development; media relations and news releases; speechwriting and digital content.

OUTREACH // Engage your community
Public trust is built on transparent and transformative connections with those we serve. Strategic and inclusive outreach is at the core of everything we do. Services includes outreach process design and community engagement; meeting facilitation; survey development and implementation; stakeholder interviews and focus groups.

A FULL-SERVICE AGENCY THAT FEELS LIKE A SEAMLESS

EXTENSION OF YOUR TEAM
ABOUT JPW – jpwcomm.com 13
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Innovations
JPW Communications is relentless about
delivering projects within scope, budget and
timeline. Why? Because we understand the gravity
of being good stewards of taxpayer dollars.

That’s one of our many attributes of being
a team “from government, for government.®”
To do this, we use a suite of cloud-based software
to manage our budgets and projects. We also
employ a full-time controller who oversees all
contracts, budgets and invoicing to ensure
accuracy and efficiency throughout the duration
of the engagement.

Once the scope of work is agreed upon, we
build the project out in our project management
system, ClickUp. We use this system to track
all deliverables, assignments and project
communication. The system can be accessed by
our clients, giving you the ability to check in on
various deliverables at any given time.
(Above: Screenshots of time management system.

Below: Screenshot of project management system).

We also use a time-tracking system that tracks
time against budget in real time. This allows us
to understand how much of the budget has been
used by task every step of the way. It also ensures
we can provide the client real-time budget
updates at any given time.

Cost control will be
managed by:

Marissa Aymar
Controller
[email protected]
(760) 683-8395 ext. 718
INNOVATIONS – jpwcomm.com 14
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Case Studies

WESTERN WATER REBRAND
Over the past four years, Western Water has been on a quest to reinvest itself and earn the highest honor a public agency could obtain – trust from its more than onemillion customers and stakeholders.

Work began in earnest after a mishandled water rate increase in 2017 dealt a massive blow to the district’s public perception. Faced with record-low customer satisfaction numbers and a board of directors eager to change public sentiment, the leadership team developed and deployed a comprehensive strategic communications plan aimed at systemically changing the organization’s culture, and customer experience.

One of the plan’s recommendations was to visually signal positive changes with a refreshed brand identity once the effort had taken root. In 2022, that effort came to fruition with the development and launch of a new brand for the agency including an overhaul to the logo and visual system, the adoption of a new nomenclature (Western Water), and a fresh tagline reflecting its customer-inspired direction.

LEARN MORE

CITY OF TUSTIN REBRAND
In the middle of a global pandemic, the City of Tustin embarked on an exciting process to develop the city’s first strategic communications plan and a new brand for the community. The city’s approach was to improve how it interacts with the community and elevate opportunities for growth while working to garner higher levels of trust and transparency.

The result is a modern visual identity that encompasses the city’s rich history in agriculture and military presence, which sets the community foundation. The brand was created following more than a year of research and conversations with city staff, council, community partners and residents. The brand and tagline illustrate the strong sense of community, partnerships and collaboration that Tustin is known for. The logo was created using Tustin’s deep agricultural roots, the iconic hangers that serve as a historical community symbol, and the path the city is building for its future. jpwcomm.com/partner-stories/city-of-tustin-rebrand

LEARN MORE
https://jpwcomm.com/partner-stories/western-water
CASE STUDIES – jpwcomm.com 15
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LEARN MORE
Case Studies

CALIFORNIA ASSOCIATION OF PUBLIC INFORMATION OFFICIALS
(CAPIO) REBRAND
Nearly 700 public-sector communicators rely on CAPIO for training, resources and networking to strengthen and engage communities and advance public-sector communications. In 2018, CAPIO set forth to refresh the association’s brand to reflect the evolving needs of its members and the changing landscape of the profession.

JPW Communications led the association’s full-scale branding project that included a series of one-on-one interviews with key stakeholders, regional focus groups, a comprehensive membership survey, and a thorough competitive analysis to uncover CAPIO’s true brand DNA.

The insights and analysis of this research provided a strong foundation from which to shape CAPIO’s future direction and inspire their audience—the communicators of the public sector.

The brand refresh was unveiled to more than 400 CAPIO members at the organization’s annual conference in April 2019, along with an introductory brand video. The brand launch video is the most viewed video on CAPIO’s social media with over 2,000 views, and the new brand now reflects the forward-thinking and aspirational goals of California’s public information officers.

CITY OF SAN MARCOS COMMUNITY MASTER BRAND
As one of the fastest-growing communities in northern San Diego County, the City of San Marcos was at a crossroads with its visual identity. As commissioned by the City, JPW began a comprehensive rebrand that would unite the community under one identity. The process included in-depth research and findings, analysis, creative development and implementation assistance.

The result is a sophisticated visual identity that matches San Marcos’ impressive demographics and positioning in the marketplace, particularly for economic development purposes. All that, plus beautiful wayfinding signage that matches their newly minted brand. The “Discover Life’s Possibilities” tagline exemplifies both what San Marcos is today and aspires to be in the future.

The brand has also received a great deal of professional recognition including nods from the Public Relations Society of America, the International Economic Development Council, City-County Communications & Marketing Association (3CMA) and the California Association of Public Information Officials (CAPIO)

LEARN MORE
jpwcomm.com/partner-stories/capio
jpwcomm.com/partner-stories/city-of-san-marcos-branding CASE STUDIES – jpwcomm.com 16
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Approach
These are the questions we’ll uncover as we work to evolve the City of Glendora’s brand and logo.

Rebranding a government agency takes a unique mix of discovery, strategic thinking, design excellence, project management skills and political acumen. It also requires an extraordinary amount of patience and an obsession with getting it right.

At JPW, we’re experienced in all facets of the branding process and have delivered several award-winning rebrands for government agencies across California. Needless to say, we are thrilled at the prospect of working with the City of Glendora to evolve your existing brand into something that is more aligned with the city’s exciting new era ahead.

An overview of our five-phse process is detailed below to outline the path we’ll take to ensure exceptional results are achieved.

WHO ARE YOU? WHO NEEDS TO KNOW?
HOW WILL THEY FIND OUT? WHY SHOULD THEY CARE?

CONDUCT

RESEARCH
1 CLARIFY

STRATEGY
2 DESIGN

IDENTITY
3 CREATE

TOUCHPOINTS
4 ROLLOUT
5 THE

YOU ARE
HERE
YOUR
GOALS
APPROACH – jpwcomm.com 17
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Meeting Date: 9/12/2023 / Packet Page #: 235
The creative brief will be used to help guide the
development of the brand’s visual exploration
including logo design and collaterals and move
the project from strategy to design.

PHASE 2 DELIVERABLES:
• Creative brief
• Achieve agreement
PHASE 3 – DESIGN IDENTITY
Once the creative brief has been approved, the
JPW design team will kick into high gear. We will
work with the information from phase one and
two to integrate meaning with form—blending
imagination, intuition, design excellence and
experience to bring your agency’s refreshed brand
to life.

Our design philosophy revolves around purpose
from beginning to end, always keeping the end
users in mind. Our process is driven by research
and data that informs intentional creative
outcomes.

The result is a brand that will resonate with your
audience the way it’s intended to, by taking
away the guesswork and developing designs
with meaning.

Typically, the design team examines dozens of
ideas before focusing in on final explorations—
and we use this time in the process to check-in
with the project team to see how we’re doing.

Using feedback from these check-ins, the design
team will further explore creative ideas with the
aim of narrowing down the field to three (3) final
concepts for staff review and then selecting one (1)
concept to move forward, which can be modified in
up to two rounds of edits before finalizing.

Our work in each of the five phases is described
below, along with expected deliverables and
key decision points needed to keep the
process moving.

PHASE 1 – CONDUCT RESEARCH
Before a creative thought is ever given to the new
brand, a thorough research process is conducted to
ensure JPW has a understanding of the agency, its
stakeholders and the project goals and objectives.

We go into the research phase without judgment
or preconceived ideas so that we’re open to
the possibilities for our work together. Once the
research is complete, we synthesize the data so
that we have a solid foundation from which to begin
developing your brand strategy.

For this phase, our proposed mix of qualitative and
quantitative research methods will include:
• Community familiarization tour
• Brand material audit/environmental scan
• Competitive analysis
• Demographic research
• SWOT analysis with key city project team
• 1:1 interviews with key stakeholders (8 interviews)
• Community survey
During this phase, we will mine for input to uncover
the perceptions, realities and aspirations for
Glendora.

PHASE 1 DELIVERABLES:
• Research findings summary
• Achieve agreement
PHASE 2 – DEVELOP STRATEGY
In this phase, the learnings from the research phase
are distilled into a unifying idea and positioning
strategy to facilitate the development of a creative
brief.

Key touchpoint
PHASE 3 DELIVERABLES:
• Finalize design identity
• Deliver native files of logo
APPROACH – jpwcomm.com 18
Item #9. Page 39
Meeting Date: 9/12/2023 / Packet Page #: 236
Key documents provided in this scope include:
• Stationary suite (business card, letterhead,
envelope, email signature template)
• Virtual backgrounds (three variations)
• PowerPoint template (two cover slide options,
three internal slide options, one closing slide)
• Social media suite (templates for Instagram,
Facebook, LinkedIn + Instagram story)
• Prototypical application for merchandise (up to
five items)
[OPTIONAL]
PHASE 4 – CREATE TOUCHPOINTS
While the completion of phase three would
encompass the budget amount currently allocated
for this project, JPW is offering some additional
services to contemplate that would further enhance
the rebranding experience for the City of Glendora.

One of the challenges of launching a new brand is
providing working assets across the organization
so that employees can easily access tools and
documents needed to switch over to this new
brand. In this fourth phase, if desired, JPW would
build out the brand in anticipation of launch and
rollout.

A key piece of that is a digital interactive toolkit
takes the brand style guide and amplifies it
with working files for key tools like letterhead,
envelopes, business cards, eSignatures, Zoom
backgrounds, PowerPoint templates and more. The
toolkit provides brand guidance, messaging and
direct links to working files and templates, which
become a one-stop tool for brand implementation.
– HANS ALLEMANN
“ We never
know what
the process
wil reveal
[OPTIONAL]
PHASE 5 – ROLLOUT
Change is never easy -- even positive change.

That is why we offer rollout assistance for cities
implementing new brands. We’ve been through
this unique exercise dozens of times and know the
unique challenges that tend to crop up with these
endeavors. More importantly, we have proven
solutions to achieving exceptional organization
and community-wide buy-in.

In this optional phase, JPW would provide a
strategic launch plan for both internal and external
audiences with recommended tools and tactics;
timelines; and proposed budgets along with
strategic guidance every step of the rollout.

PHASE 4 DELIVERABLES:
• Develop key documents to support brand
• Develop interactive digital style guide
• Deliver native files
PHASE 5 DELIVERABLES:
• Comprehensive rollout plan and budget
• Strategic guidance
APPROACH – jpwcomm.com 19
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Timeline
The following schedule outlines the cadence of our proposed work together, including the expected sequence of tasks, milestones, submittal dates and review periods for each submittal.

JULY 2023
Contracting, logistics,
inital research including
in-market visit
SEPTEMBER 2023
Develop creative brief,
begin creative exploration
(black/white concepts)
JANUARY 2024
Key document design and
digital brand guide/toolkit
buildout; develop launch
plan
FEBRUARY 2023
Plan logistics of formal
launch; assist with rollout
to community and staff
AUGUST 2023
Client SWOT;
1:1 interviews;
community survey
OCT/NOV/DEC 2023
Present black/white concept
review; develop top three
options; select top concept for
final refinements;
present final concept to City
Council for adoption
MARCH 2024
Universal rollout to internal
and external audiences.

TIMELINE – jpwcomm.com 20
Item #9. Page 41
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References

CITY OF SAN MARCOS
Tess Sangster - Director of Economic Development and Communications (760) 744-1050
[email protected]
Projects: Ongoing strategic communications services including rebrand Client since 2016

WESTERN MUNICIPAL WATER DISTRICT
Sarah Macdonald - Assistant General Manager
(951) 571-7100
[email protected]
Projects: Ongoing strategic communications support, agency rebrand Client since 2016

CITY OF TUSTIN
Stephanie Najera - Communications Manager
(714) 573-3107
[email protected]
Brand Development and implementation support
Client since 2020

CITY OF EASTVALE
Alex Fung, MPP - Senior Management Analyst
(951) 703-4415
[email protected]
Brand evolution for Eastvale Elevates economic development sub-brand Client since 2019
REFERENCES – jpwcomm.com 21
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Rate Card

PHOTOGRAPHY AND VIDEOGRAPHY
All photography and videography subcontractors are billed at $195 per hour. This includes still photography, drone footage, videography, pre- and post-production and animation services.

DIRECT COSTS
Client agrees to reimburse JPW monthly for extraordinary out-of-pocket costs and expenses incurred in performing the functions described above, including, but not limited to: large-volume (more than 100 at a time) photocopying, printing, postage, clipping service, overnight mail delivery and courier services, which shall be billed at net. A customary 20 percent markup to all advertising buyouts, printing, stock photography purchases and other cost of goods sold that are procured on behalf of the Client will be added; however, no direct costs are contemplated with this project.

PROPOSAL EXPIRATION
This offer is valid until August 1, 2023.
2023 RATE CARD

POSITION RATE/HOUR
FOUNDER AND CEO $275
SENIOR VICE PRESIDENT $245
VICE PRESIDENT $225
SENIOR DIRECTOR $210
DIRECTOR $195
CREATIVE DIRECTOR $195
SENIOR MANAGER $175
SENIOR MULTIMEDIA DESIGNER $175
MANAGER $160
MULTIMEDIA DESIGNER $160
SENIOR SPECIALIST $145
SPECIALIST $130
SENIOR COORDINATOR $115
PRODUCTION ARTIST $95
COORDINATOR $95
RATE CARD – jpwcomm.com 22
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Cost Estimate

PROJECT BUDGET FOR PROPOSED SCOPE OF WORK

PROJECT PHASE EXTENDED COST
PHASE 1 – Conduct Research $9,750
PHASE 2 – Develop Strategy $3,500
PHASE 3 – Design Identity $36,500
TOTALS $49,750

OPTIONAL ITEMS (NOT PART OF ORIGINAL SCOPE)

PROJECT PHASE EXTENDED COST
PHASE 4 – Create Touchpoints and Digital Toolkit $29,750 PHASE 5 – Develop Launch Plan and Provide Strategic Counsel $5,750 TOTALS $35,500
COST ESTIMATE – jpwcomm.com 23
Item #9. Page 44
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Thank you!
Item #9. Page 45
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STAFF REPORT
TO: MAYOR AND COUNCIL MEMBERS DATE: SEPTEMBER 15, 2023
FROM: CITY CLERK DISTRICT(S): CITYWIDE
SUBJECT: APPROVE CONTRACT WITH GRANICUS, LLC FOR FUNCTIONALITY AND DESIGN UPGRADES OF CITY’S WEBSITE IN AN AMOUNT NOT TO EXCEED $366,730

RECOMMENDATION
That the City Council:

1. Approve a contract with Granicus, LLC for design upgrades, configuration, training, support maintenance, monitoring, and cloud data storage for the City's website for three years, with two additional one-year renewal options in an amount not to exceed $366,730; and

2. Authorize the City Manager or his designee to execute the Agreement with Granicus, LLC; and 4.

Authorize the necessary budgetary adjustments.

STRATEGIC FOCUS AREAS
 Goal 4: Enhance and Modernize the Organization (EMO)

EXECUTIVE SUMMARY
Guided by the City of Glendora Council members and executive staff’s ongoing Strategic Plan objectives to provide opportunity for community engagement, the Public Information and Media Division sought to investigate and recommend possible website improvements to increase its effectiveness. The proposed upgrades will add two-way communication tools aimed at increasing engagement between city staff and the community, as well as streamlining overall website functionality to address the needs of a growing mobile user-base.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
Not Applicable

DISCUSSION
The City of Glendora has been proactive in utilizing digital platforms such as social media and its website as critical resources for information and involvement for the community. Significant examples include the color-coordinated alert system developed following the Colby Fire in 2014 to quickly advise residents across all platforms of potential dangers related to mudflows, and more recently the integration of Zoom, the City’s website, and the video archive platform YouTube to bridge public engagement in public meetings during the COVID-19 pandemic.

Historically, social media platforms have provided a reliable conduit to the City’s website, consistently driving traffic to the organization’s central hub of information, including contact forms and phone numbers for staff available to address community needs. Current volatility across the social media landscape has reduced its efficacy in both a productive outlet for community dialog and a dependable channel to the website. Additionally, following the unprecedented advancements to the online space in response to the social disruption of the COVID-19 pandemic, capturing the public’s attention has become increasingly more challenging.

Item #10. Page 1
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Staff Report Page 2 of 3
Website – Industry benchmarks for pageviews for business websites range from 1k – 20k monthly, dependent on organizational size, with high-traffic websites averaging over 300k pageviews monthly.

Glendora’s website is anticipated to average approximately 90k pageviews per month in 2023. The number of monthly pageviews for the City of Glendora’s website has decreased over 11% from its peak in 2018, when the website averaged 102,236 pageviews monthly.

Social Media – Instagram has replaced Facebook as the City’s most popular social media outlet, despite Facebook’s continued dominance with over 2.9 billion monthly active users. The City’s Instagram page experienced 18.28% growth in 2022 as compared to 2021, in contrast to the City’s Facebook account’s

8.66% year-over-year growth for the same period.

The Public Information and Media Division team has implemented new tools to drive traffic to the City website, known as referrals. Referral traffic is defined as visitors directed to the City’s website by links on external sites, such as Google search, Linktree, or social media. Referrals for July 2023 increased

12.98% over the prior 12-month period.

All of the social media tools and trends, in the City of Glendora in particular, are analyzed on a regular basis to identify community involvement and responsiveness. This information is valuable in generating more content that is viewed and accessed by the community.

Though staff continues to utilize the City’s social media outlets as conduits to the City website, increased uncertainty of social media as a predictable resource due to congressional and judicial scrutiny has increased staff’s focus on the efficiency and usability of the website as the main portal for the community.

Feedback from the 2022 community survey revealed 91% of respondents reacted positively to the website as the most effective tool for the City to communicate with them, with 90% of respondents reacting positively to email or newsletters. A phone app was listed 3rd with 84% of respondents reacting positively, while social media was 6th out of 8 categories, with 78% respondents reacting positively. Over the past two years, 56% of the City’s website users have visited using a mobile device, with 44% using a desktop computer, coinciding with ongoing trends for internet usage. Mobile device usage was a key metric for moving forward with a web redesign.

Staff engaged Granicus, the City’s website provider, for more information on current tools available to improve communication capabilities on the City’s website. Granicus provides robust tools with two module additions to the website, Engagement HQ and GovDelivery, that emphasize outbound and inbound communication respectively.

The GovDelivery module enhances City websites by streamlining outbound information capture tools and making it easier for users to sign-up for email and SMS (text) notifications from City departments with subscribe boxes appearing in the form of a pop-up window. Pop-up subscribe boxes are a widely used industry tool with proven success in engaging users. This module will bolster staff’s efforts to increase email subscribers for news and calendar messaging already distributed via the City’s website.

Engagement HQ, Granicus’ more comprehensive module, is an inbound communication tool designed to present community members with a range of tools they can explore to provide feedback across a spectrum of topics impacting the City. From monitored forum discussions, idea boards and pin maps to stories, and Q&A tools to polling and surveys, the Engagement HQ module helps capture feedback that can improve project management and inform overall decision making.

Additionally, the GovService Forms module will also be added to the website, allowing staff to digitize workflows and services and further enhance solutions for community engagement.

The modules mentioned above are included in Granicus’ OpenCities website platform which can help encourage community engagement through a modernized interface focusing on services, quickly connecting visitors with the information they need in an efficient, streamlined and more mobile friendly design that enhances user experience. The overall website upgrade will renew the City’s timeline for Item #10. Page 2
Meeting Date: 9/12/2023 / Packet Page #: 244
Staff Report Page 3 of 3
website updates, consistent with industry practices supporting a typical 3-5-year schedule.

Implementation of the EngagementHQ and GovDelivery modules can begin while user analysis and development is conducted on the website itself, taking approximately 4-6 weeks and 6-10 weeks respectively to complete. The website analysis will feature an assessment of overall usage, utilizing page data and heatmapping that will help illustrate the pages, links and functions visitors use most, providing guidelines that will help inform engineering the site’s navigation. Upon completion of user analysis and other assessments on the website, final steps include design approval, content migration and website programming before final launch. Final launch is anticipated approximately 9-12 months after the start of the project.

FISCAL IMPACT
The cost for the five-year term of the contract is for a total not to exceed amount of $339,729.23 (annual breakdown provided below). The initial year includes one-time fees totaling $27,000 to upgrade the website, including set-up and configuration of communication tools and cloud storage, as well as staff training on the new services and features. Funding for this project was initially allocated as part of the Fiscal Year 2022/23 Mid-Year Budget adjustment utilizing Information Technology and PEG funds.

Year Annual Fee
1 $81,380.70
(Annual Fee + Initial
Fee)
2 $58,187.36
3 $62,260.47
4 $66,618.69
5 $71,282.00
Total $339,729.22
Current licensing costs total approximately $10,000 per year. The additional costs associated with this contract enable the City to dramatically improve the user experience and offer additional communication related tools to further engage the community.

ENVIRONMENTAL DETERMINATION
There are no CEQA impacts associated with the recommendations in this report.

Prepared By Gregory R Morton, Senior Digital Media Specialist Concurs With Not Applicable
Reviewed By Kathleen R. Sessman, City Clerk/Communications Director Certified to Availability of Funds Kyle Johnson, Assistant Director-Finance Approved By Adam Raymond, City Manager
Legal Review William W. Wynder, City Attorney
CEQA Review Not Applicable
ATTACHMENTS:

A. Agreement
B. EngagementHQ Tools Products
C. GovDelivery Open Cities
Item #10. Page 3
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CONTRACT SERVICES AGREEMENT
By and Between

CITY OF GLENDORA
and

GRANICUS, LLC
DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Item #10. Page 4
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Granicus - Website Project (08.22.2023)

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF GLENDORA AND

GRANICUS, LLC
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this _____ day of __________, 2023 by and between the City of Glendora, a California municipal corporation (“City”) and Granicus, LLC, a Minnesota Limited Liability Company (“Consultant”). City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.”

RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.

B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services.

C. Pursuant to the City of Glendora’s Municipal Code, City has authority to enter into and execute this Agreement.

D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances.
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1.2 Consultant’s Proposal.

The Scope of Service shall include the Consultant’s scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.

1.4 California Labor Law.

If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by regulation.
(b) Prevailing Wages. Consultant shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. (d) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (e) Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Item #10. Page 6
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Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that eight (8) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1½) times the basic rate of pay. (h) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the 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.”
Consultant’s Authorized Initials ___________________
Greg Eck, Manager, Contracts
(i) Consultant’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor.

1.5 Licenses, Permits, Fees and Assessments.

Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

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1.6 Familiarity with Work.

By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the Contract Officer.

1.7 Care of Work.

The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.

1.8 Further Responsibilities of Parties.

Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.

1.9 Additional Services.

City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $50,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other Consultants. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.10 Special Requirements.

Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
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ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed, for the initial Term of the Agreement, THREE HUNDRED THIRTY-NINE THOUSAND SEVEN HUNDRED TWENTY-NINE AND 22/100 dollars ($339,729.22 Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9.

2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall contain all information specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and subcontractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.

City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. / / /
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2.5 Waiver.

Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance.

Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding three (3) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). The City Manager may, at his/her sole discretion, extend the Term for two (2) additional one-year Term(s).

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

The following principals of Consultant (“Principals”) are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

Joe Markusson, Sr. Dir. GXC Implementation
Jax Harris, Account Executive
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It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Consultant.

Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights.

4.3 Contract Officer.

The Contract Officer shall be the Information Technology Director, or such person as may be designated by the City Manager. It shall be the Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein.

City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. / / /
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4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. (a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. (b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
(c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.
(d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.
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5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
(b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or selfinsurance shall be called upon to protect it as a named insured. (d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Item #10. Page 13
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the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. (j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing.
(l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation. (o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. (q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

5.3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Item #10. Page 14
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of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

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6.2 Reports.

Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment.

Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Item #10. Page 16
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regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S.

District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes; Default.

In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

7.3 Retention of Funds.

Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein.

7.4 Waiver.

Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Item #10. Page 17
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constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver.

Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

7.5 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

7.6 Legal Action.

In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.8 Termination for Default of Consultant.

If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

7.9 Attorneys’ Fees.

If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Item #10. Page 18
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other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees.

Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

No officer or employee of the City shall be personally liable to the Consultant, 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 Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

8.4 Unauthorized Aliens.

Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultantso employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City.

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ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Glendora, 116 E. Foothill Blvd., Glendora, California 91741-3380, and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement.

Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

9.3 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement.

No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Item #10. Page 20
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“remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Consultant’s Authorized Initials ___________________
Greg Eck, Manager, Contracts
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

City of Glendora, a municipal corporation
Adam Raymond
City Manager
APPROVED AS TO FORM: CERTIFY AVAILABILITY OF FUNDS:

ALESHIRE & WYNDER, LLP
William W. Wynder
City Attorney
Marie Ricci
Administrative Services Director/City Treasurer
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
CONTRACTOR:

Granicus, LLC
Name: Kelly Oliver
Title: Vice President - Legal
Email: [email protected]
Name: Greg Eck
Title: Manager, Contracts
Email: [email protected]
Address:
408 St. Peter Street, Suite 600, Saint Paul, MN 55102
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S SIGNATURES SHALL BE DULY NOTARIZED UNLESS EXECUTED UTILIZING DOCUSIGN. IN ADDITION, THE APPROPRIATE

ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Aug 9, 2023 | 9:42 AM PDT
Aug 9, 2023 | 11:18 AM PDT
Order #: Q-270482
Prepared: 1 Jun 2023

ORDER DETAILS
Prepared By:

Phone:

Jax Harris
Email: [email protected]
Order #: Q-270482
Prepared On: 1 Jun 2023
Expires On: 30 Jun 2023

ORDER TERMS
Currency: USD
Payment Terms: Net 45 (Payments for subscriptions are due at the beginning of the period of performance.)
Current Subscription
End Date: 30 Sep 2023
Period of Performance: 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.

The subscription includes the following domain(s) and subdomain(s):
https://www.cityofglendora.org/
DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

PRICING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal.

Existing Subscriptions
Solution Billing
Frequency Quantity/Unit Annual Fee
govAccess - Maintenance, Hosting, &
Licensing Fee - Core Annual 1 Each $9,380.68
One-Time Fees
Solution Billing
Frequency Quantity/Unit One-Time Fee
Government Experience Cloud (SERVE) – Setup & Config Up Front 1 Each $0.00 Granicus Web - Enhanced Package
Milestones -
40/30/30 1 Each $20,000.00
Government Experience Cloud (SERVE) –
Training Up Front 1 Each $0.00
EHQ Standard Implementation Up Front 1 Each $2,500.00
Granicus Web - AzureAD Connector -
Services Setup and Configuration Package Up Front 1 Each $0.00 Communications Cloud - Setup and
Configuration Up Front 1 Each $4,000.00
Communications Cloud - Online Training Up Front 1 Each $500.00 Setup and configuration package:

OpenForms License Up Front 1 Each $0.00
Training: OpenForms Upon Delivery 1 Each $0.00
SUBTOTAL: $27,000.00
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Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

New Subscription Fees
Solution Billing
Frequency Quantity/Unit Annual Fee
Government Experience Cloud (SERVE)
Annual 1 Each $0.00
EHQ Unlimited
Annual 1 Each $15,500.00
Communications Cloud
Annual 1 Each $10,000.01
OpenCities SaaS License
Annual 1 Each $12,000.00
OpenForms Enterprise License (30 users, 100
forms) Annual 1 Each $7,500.01
SUBTOTAL: $45,000.02
• 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 15 Mar 2023 - 30 Sep 2023 The additional volume and annual fees will be added to Glendora, CA's standard subscription and will be included in the next renewal period.

Communications Cloud Tier:
for up to 10000 subscribers.

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Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

FUTURE YEAR PRICING
Solution(s)
Period of Performance
Year 2 Year 3 Year 4 Year 5
govAccess - Maintenance,
Hosting, & Licensing Fee - Core $10,037.33 $10,739.94 $11,491.74 $12,296.16 Government Experience Cloud
(SERVE) $0.00 $0.00 $0.00 $0.00
EHQ Unlimited $16,585.00 $17,745.95 $18,988.16 $20,317.33 Communications Cloud $10,700.01 $11,449.01 $12,250.44 $13,107.97 OpenCities SaaS License $12,840.01 $13,738.81 $14,700.52 $15,729.56 OpenForms Enterprise License
(30 users, 100 forms) $8,025.01 $8,586.76 $9,187.83 $9,830.98 SUBTOTAL: $58,187.36 $62,260.47 $66,618.69 $71,282.00
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Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

PRODUCT DESCRIPTIONS
Solution Description
govAccess - Maintenance,
Hosting, & Licensing Fee - Core
The govAccess Maintenance, Hosting, and Licensing plan is designed to equip the client with the technology, expertise and training to keep the client's website relevant and effective over time.

Services include the following:
• Ongoing software updates
• Unlimited technical support (6:00 AM - 6:00 PM PT, Monday - Friday) • Access to training webinars and on-demand video library • Access to best practice webinars and resources
• Annual health check with research-based recommendations for website optimization
• DDoS mitigation
• Disaster recovery with 90-minute failover (RTO) and 15-minute data replication (RPO)
Government Experience Cloud
(SERVE) 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. The SERVE edition is an outcome focused solution that reduces costs by prioritizing moving expensive interactions with government - calls, in-person visits and downloadable PDFs - to easy-to-use self service interactions backed by data.

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

Solution Description
EHQ Unlimited Unlimited engagement package for teams;
• Annual subscription
• Unlimited engagement projects per year
• Two Site Administrator • Unlimited Project Administrators • Access to all standard tools including embeddable Surveys/polls, Forums, Guestbook, Stories, Q&A, Ideas, Places and Newsfeed • Customizable registration form and Participant Relationship Manager (PRM)
• Appearance editor for homepage management, branding and styling
• Access to reporting and analysis tools including Survey Analysis, Text Analysis with sentiment, tool and project dashboards, customisable PDF survey reports and downloadable excel reports • Newsletters for project updates and project communication • 24/7 independent moderation, in-app chat and email support, access to Helpdesk and Granicus Community.

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 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: E9C711C4-518F-4A30-9DF2-F5D1258078BA Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

Solution Description
Communications Cloud The Cloud is a Software-as-a-Service (SaaS) solution that enables government organizations to connect with more people. By leveraging the Cloud, the client will be able to utilize a number of different outreach mediums, including email, SMS/text messages, RSS feeds, and social media integration to connect with its target audiences. The Cloud includes:
• Unlimited email sends with industry-leading delivery and management of all bounces
• Support to upload and migrate existing email lists
• Access to participate in the GovDelivery Network
• Ability to send mass notifications to multiple devices • 24/7 system monitoring, email and phone support during business hours, auto-response to inbound messages from end users, and emergency support
• Text-to-subscribe functionality
• Up to 2 Web-hosted training sessions annually
• Up to 50 administrators
• Up to 1 GovDelivery account(s)
• Access to a complete archive of all data created by the client for 18 months (rolling)
• Up to 3 hours of message template and integration development • Up to 100 subscription topics
• Up to 100,000 SMS/text messages per year from a shared short code within the United States*
*International numbers are not supported. SMS/text messages not used in the period of performance will not carry over to the following year.

EHQ Standard Implementation EHQ Standard Implementation for training and onboarding; • Site delivery and onboarding details
• Scheduled kick-off call to discuss goals and implementation process • Site Admin training on EHQ platform
• Site review and quality assurance checks prior to launch DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 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.

Granicus Web - AzureAD
Connector - Services Setup and
Configuration Package
The Azure AD connector integrates with your Microsoft Active Directories (via AzureAD, not on-prem), giving staff the convenience of a single signon experience and automatically mapping the appropriate roles and permissions in the CMS to relevant AD users. For your intranet, the Azure AD connector powers your staff directory and organization chart to ensure they are dynamically updated regularly. This connector may be used for your web, intranet, and subsites.

Communications Cloud - Setup
and Configuration
The Cloud is a Software-as-a-Service (SaaS) solution that enables government organizations to connect with more people. By leveraging the Cloud, the client will be able to utilize a number of different outreach mediums, including email, SMS/text messages, RSS feeds, and social media integration to connect with its target audiences. The Cloud setup and configuration includes:
• The implementation consultant will be assigned to Recipient during the setup process for up to 90 days
• Unlimited access to Web-based recorded trainings and online help for administrations on the following topics: standard Messaging, the GovDelivery Network, Automation, Mobile and Analytics
• Up to 2 Web-hosted training sessions that must be used within 180 days of Kickoff
• Up to 5 hours of message template and integration development that must be used within 90 days of Kickoff
DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

Solution Description
Communications Cloud - Online
Training Provides a balance of Product knowledge and industry best practices to a specific audience. Sessions are delivered by product experts via videoconferencing technology.

OpenForms Enterprise License
(30 users, 100 forms)
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 Enterprise plan to accelerate digital transformation for up to: 30 users, 100 published forms.

Key features include:
• Workspaces
• Response workflows
• Custom documents (Certificates, permits, formal letters & more) • Form versioning & scheduling
• 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: 50GB file uploads, 2,000 web API calls per hour, 20 custom documents per form
Setup and configuration
package: OpenForms License
Setup and configuration of OpenForms Team License (5 users, 50 forms) Training: OpenForms 2.5 hour OpenForms Training session for up to 20 people, delivered online.

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

GRANICUS ADVANCED NETWORK AND SUBSCRIBER INFORMATION
• Granicus Communications Suite Subscriber Information. o Data provided by the Client and contact information gathered through the Client's own web properties or activities will remain the property of the Client ('Direct Subscriber'), including any and all personally identifiable information (PII). Granicus will not release the data without the express written permission of the Client, unless required by law.
o Granicus shall: (i) not disclose the Client's data except to any third parties as necessary to operate the Granicus Products and Services (provided that the Client hereby grants to Granicus a perpetual, noncancelable, worldwide, non-exclusive license to utilize any data, on an anonymous or aggregate basis only, that arises from the use of the Granicus Products by the Client, whether disclosed on, subsequent to, or prior to the Effective Date, to improve the functionality of the Granicus Products and any other legitimate business purpose, including the right to sublicense such data to third parties, subject to all legal restrictions regarding the use and disclosure of such information). • Data obtained through the Granicus Advanced Network.
o Granicus offers a SaaS product, known as the Communications Cloud, that offers Direct Subscribers recommendations to subscribe to other Granicus Client's digital communication (the 'Advanced Network'). When a Direct Subscriber signs up through one of the recommendations of the Advanced Network, that subscriber is a 'Network Subscriber' to the agency it subscribed to through the Advanced Network.
o Network Subscribers are available for use while the Client is under an active subscription with Granicus. Network Subscribers will not transfer to the Client upon termination of any Granicus Order, SOW, or Exhibit. The Client shall not use or transfer any of the Network Subscribers after termination of its Order, SOW, or Exhibit placed under this agreement. All information related to Network Subscribers must be destroyed by the Client within 15 calendar days of the Order, SOW, or Exhibit placed under this agreement terminating.
o Opt-In. During the last 10 calendar days of the Client's subscription, the Client may send an opt-in email to Network Subscribers that shall include an explanation of the Client's relationship with Granicus terminating and that the Network Subscribers may visit the Client's website to subscribe to further updates from the Client in the future. Any Network Subscriber that does not opt-in will not be transferred with the subscriber list provided to the Client upon termination.

UPDATES TO SHARED SHORT CODES FOR SMS/TEXT MESSAGING (US CLIENTS ONLY):
• 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: E9C711C4-518F-4A30-9DF2-F5D1258078BA Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 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-270482 dated 01 Jun 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 Glendora, 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.
• 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: E9C711C4-518F-4A30-9DF2-F5D1258078BA Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 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-270482 dated 12 May 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.

Glendora, CA
Signature:
\s1\
Name:
\n1\
Title:
\t1\
Date:
\d1\
DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Order Form
Glendora,
CA
Order #: Q-270482
Prepared: 1 Jun 2023

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text is indicated in bold italics, deleted text is indicated in strikethrough.

I. Cyber Liability.

Technology Professional Liability Errors and Omissions Insurance appropriate to the Consultant’s profession and work hereunder, with limits not less than $2,000,000per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Vendor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. (a) The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency in the care, custody, or control of the Vendor. If not covered under the Vendor’s liability policy, such “property” coverage of the Agency may be endorsed onto the Vendor’s Cyber Liability Policy as covered property as follows:
(b) Cyber Liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency that will be in the care, custody, or control of Vendor. (c) The Insurance obligations under this agreement shall be the greater of 1—all the Insurance coverage and limits carried by or available to the Vendor; or 2—the minimum Insurance requirements shown in this agreement. Any insurance proceeds in excess of the specified limits and coverage required, which are applicable to a given loss, shall be available to Agency. No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the indemnity or other obligations of the Vendor under this agreement.

II. 1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” or “Order” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein.

Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-2
professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances.

III. 1.2 Licensing/Permitted Use.
a) Intellectual Property Ownership. Consultant and its licensors own all IP Rights in the products. Consultant 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 Agreement. 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 the Consultant or its licensors. b) License to Products. Consultant hereby grants City a non-exclusive, nontransferable license to access and use the Products identified in the order during the term set forth therein. “Order” shall mean a binding proposal, written order, or purchasing document setting forth the Products made available to City. In addition to the terms of this contract and the order, product-specific license terms applicable to certain of the Products can be found at granicus.com/legal/licensing and are hereby incorporated into this contract by reference.

Consultant reserves all right, title and interest in and to all Consultant Products, including all rights not expressly granted to City under this contract. c) For the Scope of Services, “Deliverable(s)” shall mean any; use of computer software, written documentation, reports or materials developed or provided by Consultant specifically for City pursuant to a Scope of Services. Consultant grants City, to satisfy its contractual obligations to City, a non-exclusive, non-transferable, royalty-free, perpetual license to use the Deliverables on behalf of and for the benefit of City for City’s internal use and with the Consultant Products. Consultant retains all right, title and interest to the Deliverables except for those rights expressly granted to City by Consultant and reserves all rights not otherwise expressly granted herein.
d) Third Party Contractors. City may permit its third-party contractors to access and use the Products solely on behalf of and for the benefit of City, so long as: (i) such contractor agrees to comply with this contract as if it were City; (ii) City remains responsible for each contractor's compliance with this contract and any breach thereof; and (iii) all volume or transaction-based use of the Products includes use by contractors. All rights granted to any contractor terminate immediately upon conclusion of the services rendered to City that give rise to such right. Upon termination of such rights, contractor will immediately cease all use of the Products and uninstall and destroy all confidential or proprietary Consultant information in its possession. City will certify compliance with this section in writing upon Consultant’s request. e) Data Sources. City may only upload data related to individuals that originates with or is owned by City. City shall not upload data purchased from third parties without Consultant’s prior written consent and list cleansing services provided by Consultant for an additional fee. Consultant will not sell, use, or disclose any personal information provided by City for any purpose other than performing services subject to this Agreement.

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-3
f) Content. 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. Consultant is not responsible for any content used, uploaded or migrated by City or any third party. “Content” means any material or data: (i) displayed or published on City’s website; (ii) provided by City to Consultant to perform the services; or (iii) uploaded into Products. City grants Consultant a limited, nonexclusive 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 Consultant 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 Consultant for any and all business purposes including diagnostics and system and product improvements. g) Data Backup and Protection. City will maintain a back-up of any data or data files provided to Consultant. For certain Products, Consultant offers functionality that requires subscribers to enable password protection of subscriber profiles and associated data. City assumes all responsibility for implementing and enforcing this security functionality in its sole discretion.
h) Passwords. Sign-on credentials used to access the Products are non-transferable.

City is responsible for keeping all passwords secure and for all use of the Products through City’s sign in credentials.
i) Restrictions. City shall not:
(i) Use or permit any end user to use the Products to store or display adult content, promote illegal or immoral activities, send or store infringing, obscene, threatening or unlawful or tortious material or disrupt others use of the Products, network services or network equipment, including unsolicited advertising or chain letters, propagation of computer worms and viruses, or use of the Products to make unauthorized entry into any other device accessible via the network or Products;
(ii) Use the Products as a door or signpost to another server; (iii) Disassemble, decompile, reverse engineer or make derivative works of the Products;
(iv) Rent, lease, lend, or host the Products to or for any third party, or disclose the Products to any third party except as otherwise permitted in this contract or an order or SOW;
(v) Use the Products in violation of any applicable law, rule, or regulation, including violation of laws regarding the processing, use, or disclosure of personal information, or violation of any United States export control or regulation, United States embargo, or denied or sanctioned parties prohibitions; or
DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-4
(vi) Modify, adapt, or use the Products to develop any software application intended for resale which uses or competes with the Products in whole or in part.

III. 1.5 Licenses, Permits, Fees and Assessments.

Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. If Consultant fails to comply with this section, City may immediately terminate this Agreement for convenience and without cause or penalty.

IV. 1.7 Care of Work; Warranties.

The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.

Consultant warrants that it takes all precautions that are standard in the industry to increase the likelihood of a successful performance for the Consultant Products and services; however, the Consultant Products and services are provided “AS IS” and as available. EXCEPT

AS PROVIDED ABOVE, EACH PARTY HEREBY DISCLAIMS ANY AND ALL OTHER

WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ORAL AND WRITTEN,

EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED

WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CONSULTANT DOES NOT WARRANT THAT CONSULTANT PRODUCTS AND SERVICES WILL MEET CITY’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.

2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment as specified in each Order in accordance with specified tasks or the percentage of completion of the services, less contract retention;; (ii) payment for service fees and one-time fees according to the billing frequency specified in each Order or Scope of Services; and (iii) if applicable, time and materials based upon the Consultant’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. / / /
/ / /
DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-5

2.4 Invoices.

City will pay all fees, costs and other amounts as specified in each Order or SOW. 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 or SOW. Consultant may suspend City’s access to any Products if there is a lapse in payment not remedied promptly upon notice to City. A lapse in the Term of each Order or SOW will require the payment of a setup fee to reinstate the subscription. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall contain all information specified in Exhibit “CA”, and shall detail charges for all necessary and actual expenses or Contractor Products. by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.

City shall independently review each invoice submitted by the Consultant to determine whether the Consultant Products, work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice ; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period.

In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

3.1 Time of Essence .

Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance.

Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.4 Term and Extended Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding three (3) years from the date hereof, except as otherwise provided in the Order Schedule of Performance(Exhibit “DA”). The City Manager may, at his/her sole discretion, may DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-6
extend the Term for two (2) additional one-year Extended Terms, provided that City’s Contract Officer gives 60-days advanced written notice of the same prior to the expiration of the Term or Extended Term(s).

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement.

Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City, (such consent not to be unreasonably withheld); provided that Consultant may assign this Agreement with reasonable notice to the City to an affiliate or to a successor in interest resulting from acquisition of all, or substantially all, of the Consultant’s business by means of merger, stock or asset purchase, or otherwise. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City.

Article 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City.
(a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement or excerpt restricting standard ISO “insured contract” language will not be accepted.
(b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-7
Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor.

All coverages for subcontractors shall include all of the requirements stated herein.

Subcontractors do not include entities that provide general services on behalf of Consultant.

Subcontractors will only include those third parties engaged specifically by Consultant to perform services directly to City.
(f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement or excerpt for workers’ compensation. Insurance certificates and endorsements or excerpts must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. (b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants. (c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured. (d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-8
(e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of noncompliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
(j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement or excerpt of any kind that has not been first submitted to City and approved of in writing.
(l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-9
insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements or excerpts required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged specifically for the City for this project will be submitted to City for review. (n) Reserved. Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation.
(o) Reserved. Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
(q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.3 Indemnification.
(a) To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs and expenses (including reasonable attorneys’ fees), penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) due to personal/bodily injury or death, or damage to tangible property, that may be asserted or claimed by any third party person, firm or entity arising out of or in connection with caused by the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-10
or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any third party action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and reasonable attorneys’ fees incurred in connection therewith; (b) With regard to any Claim subject to indemnification pursuant to Section 5.3a) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such third party claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and reasonable attorneys’ fees.

Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.

5.4 Limitation of Liability.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY’S MAXIMUM AGGREGATE LIABILITY FOR ALL

CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT (IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE) EXCEED THE LESSER OF TWO TIMES (2X) THE FEES PAYABLE BY CITY FOR CONSULTANT

PRODUCTS AND SERVICES OR FIVE HUNDRED THOUSAND DOLLARS
($500,000 USD). NEITHER PARTY WILL BE RESPONSIBLE FOR ANY LOST

PROFITS OR OTHER DAMAGES, INCLUDING INDIRECT, INCIDENTAL, DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-11
SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES, HOWEVER CAUSED.

THIS SECTION WILL SURVIVE THE TERMINATION OF THIS AGREEMENT.

6.2. Reserved. Reports.

Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents specifically and exclusively for the City in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.

During performance of the services, each party may receive Confidential Information of the other party.
(a) “Confidential Information” means all confidential and/or trade secret information of either party (“Disclosing Party”), including but not limited to: (i) Consultant’s Products; (ii) non-public information if it is clearly and conspicuously DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-12
marked as “confidential” or with a similar designation at the time of disclosure; (iii) non-public information of the Disclosing Party if it is identified as confidential and/or proprietary before, during, or promptly after presentation or communication; and (iv) any information that should be reasonably understood to be confidential or proprietary given the nature of the information and the context in which disclosed, in each case that is disclosed to the other party (“Receiving Party”) or to which the Receiving Party gains access in connection with performance of the services.
(b) To the maximum extent permitted by the California Public Records Act, or other federal or common law principles, each Receiving Party will receive and hold any Confidential Information in strict confidence and will: (i) protect and safeguard the Confidential Information against unauthorized use, publication or disclosure; (ii) not reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential Information except as specifically authorized by the Disclosing Party; (iii) not use any Confidential Information for any purpose other than in performance of this Agreement; (iv) restrict access to Confidential Information to those of its advisors, officers, directors, employees, agents, consultants, contractors and lobbyists who have a need to know, who have been advised of the confidential nature thereof, and who are under express written obligations of confidentiality or under obligations of confidentiality imposed by law or rule; and (v) exercise at least the same standard of care and security to protect the confidentiality of the Confidential Information received by it as it protects its own confidential information, but no less than a reasonable degree of care. (c) If a Receiving Party is requested or required under the California Public Records Act, or other federal or common law principal of similar effect or in a judicial, administrative, or governmental proceeding to disclose any Confidential Information, it will notify the Disclosing Party as promptly as practicable so that the Disclosing Party may seek an appropriate protective order or waiver for that instance, unless such notification is prohibited by law or judicial order.
(d) The foregoing obligations do not apply to information that: (i) is already public or becomes available to the public through no breach of this section; (ii) was in the Receiving Party’s lawful possession before receipt from the Disclosing Party; (iii) is lawfully received independently from a third party who is not bound by a confidentiality obligation; or (iv) is independently developed by or on behalf of the Receiving Party without use of any Confidential Information.
(e) Upon written request of the Disclosing Party, the Receiving Party agrees to promptly return or destroy all Confidential Information in its possession, and certify its destruction in writing, provided that the Receiving Party may retain a copy of the returned or destroyed items for archival purposes in accordance with its records retention policies and subject to this section.
(b) Disclosing Party may be irreparably damaged if the obligations under this section are not enforced and as such may not have an adequate remedy in the event of a breach by Receiving Party of its obligations hereunder. The parties agree, therefore, that Disclosing Party is entitled to seek, in addition to other available remedies, an injunction DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-13
restraining any actual, threatened or further breaches of the Receiving Party’s obligations under this section or any other appropriate equitable order or decree. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

7.2 Disputes; Default.

Either party may terminate this Agreement or any Order or Scope of Services by written notice if the other party commits a material breach of this Agreement or the applicable Order or Scope of Services and fails to cure such breach within one hundred twenty (120) days after receipt of such notice, or an additional period of time as agreed to by the parties.. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-14
is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default.

If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

7.3 Reserved. Retention of Funds.

Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein.

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) sixty (60) days’ written notice to Consultant. except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer.

In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer; (ii) City will promptly remit any fees due to Consultant under all Orders and Scope of Services; (iii) City’s right to access and use the Products will immediately cease (except for perpetual licenses granted under an Order, which will continue to be governed by this Agreement for the duration of the license) and (iv) the 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 except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the . Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-15
produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.8 Reserved. Termination for Default of Consultant.

If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. Please strike subsection 7.8.

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 C-1
Exhibit C - Help Desk Services and Availability
Granicus will provide complete help desk support for administrators and customers of the Granicus Solutions.

Regular support will be available during regular business hours, Monday-Friday; via email or toll-free telephone.

CUSTOMER SUPPORT CONTACT
Hours: 8:00 am – 10:00 pm ET (9:30 am – 5:00 pm Europe) Emergency Support is available 24/7
Please submit support requests via:
• Portal: support.granicus.com
• Email: [email protected]
• Phone: 1-800-314-0147 USA, 0800 032 7764 Europe
Please submit govDelivery Communications Cloud subscriber support only requests to:
• Portal: subscriberhelp.granicus.com
• Email: [email protected]
• Phone: 1-800-439-1420 USA, 0808 234 7450 Europe

COMMUNICATION SERVICE LEVEL AGREEMENT
Granicus response to support and service requests will be based on four (4) Severity Levels:

Severity
Level Description Examples
Initial Customer
Response Time
Level 1
Emergency. Incident represents
a total outage; the product is
unavailable or not accessible for
use
• govDelivery’s admin.govdelivery.com is down or
all sending is significantly delayed
• govMeetings web server is running but the
application is non-functional or SQL-server errors
that are not related to hardware
• govAccess website is unreachable by public users
Within one (1)
hour of
notification by
the customer of
occurrence
Level 2
Severely Impaired. Incident
occurs when a major feature of
the product is not working and
there is no workaround
available, or the workaround is
not acceptable and impacts the
primary usability of the product
• govDelivery PageWatch sending is delayed by
more than 20-30 minutes, or sudden and significant
deliverability issues or intermittent errors or low
performance issues for some or many customers
• Site operational but govMeetings modular
functionality is non-operational
• govAccess error, where there is no means of
circumvention, that renders an essential component
of the content management tool non-functioning
that did not occur at the time of the website launch
and usually requires debugging of programming
code
Within four (4)
hours of
notification by
the customer of
occurrence
DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 C-2
Level 3
Impaired. Incident occurs when
a primary feature of the
product is not working as
expected and an acceptable
workaround is available – does
not impact
the basic usability of the product
• govDelivery system not connecting to social
media, single customer app/feature help, or
database requests
• govMeetings system files won’t upload, or
text not rendering
• govAccess website works but there are
problems with presentation
Within one (1)
business day of
notification by
the customer of
occurrence
Level 4
Low Impact. Incident that has a
limited business impact and
requests can be scheduled.
• Programmatic change to back-end or frontend
to improve efficiency
• Distribution of all patches and upgrades
Within three (3)
business days of
notification of
customer of
occurrence
Resolution time will be based on the service or support request and regular follow-ups will be communicated with the customer on final resolution. Granicus shall use commercially reasonable efforts to resolve errors affecting non-essential components of Granicus Solutions, or errors that can be reasonably circumvented but errors that require debugging of programming code may need to be corrected during the next regular update cycle.

AVAILABILITY
Availability is defined as the ability of users to access the Granicus Solutions services via the internet.

Granicus represents an up-time guarantee of 99% per calendar quarter for its hosted services. Notifications for Granicus Solutions of any system-wide outages will occur within one hour from the time the issues are first recognized by Granicus.

Downtime is defined as any time that the Granicus Solutions services are unavailable.

A Site Outage is defined as continuous Downtime, as determined through URL monitoring (HTTP).

Downtime reporting is limited to a Site Outage. Site Outage monitoring is conducted by Granicus utilizing industry-standard monitoring tools. Reports of Site Outages will be provided on an as-requested basis up to once per calendar quarter.

A Site Outage does not include Downtime that falls into one or several of the exclusions below:
• Scheduled or routine maintenance
• Caused by force majeure (which shall include any circumstances beyond Granicus’s reasonable control, including but not limited to, acts of God, labor strikes and other labor disturbances, power surges or failures)
• The first four (4) Site Outages in any given quarter that are corrected within fifteen (15) minutes of their start.

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 C-3
• The first five (5) minutes of any Site Outage is a grace period and will not be considered Downtime under any circumstances o Example: a Site Outage of fourteen (14) minutes in duration that is one of the first four (4) such outages in a given quarter would not result in any Downtime, while a Site Outage of sixteen (16) minutes would result in eleven (11) minutes of Downtime. After four (4) Site Outages of between five (5) and fifteen (15) minutes in a quarter, all Site Outage time over five (5) minutes for any one instance will count as Downtime.
• For govAccess, Granicus is not responsible for errors associated with denial of service attacks, distributed denial of service attacks, or customer DNS

SCHEDULED MAINTENANCE
govDelivery. Scheduled maintenance typically occurs every thirty (30) days with average Downtime required being less than thirty (30) minutes. Planned or routine maintenance is limited to two (2) hours per week. Total scheduled Downtime for the year will not typically exceed twenty (20) hours. govMeetings. Scheduled maintenance will take place between 11:00 pm – 4:00 am ET on Fridays.

Granicus, will provide the customer with at least two (2) days’ notice for any scheduled maintenance. All system maintenance will be performed during these times, except for emergency maintenance. In the case that emergency maintenance is required, the customer will be provided as much advance notice as possible.

Granicus will clearly post that the site is down for maintenance and the expected duration of the maintenance. govAccess. Scheduled maintenance will take place between 1:00 am – 4:00 am ET every Monday.
govService. Planned or routine maintenance is limited to two (2) hours and typically occurs every two (2) weeks.

All Solutions. Notifications and additional scheduled maintenance will be posted on status.granicusops.com.

Email notifications for these products can be subscribed to from that page.

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF GLENDORA
and

GRANICUS, LLC
DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Granicus - Website Project (08.22.2023)

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF GLENDORA AND

GRANICUS, LLC
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this _____ day of __________, 2023 by and between the City of Glendora, a California municipal corporation (“City”) and Granicus, LLC, a Minnesota Limited Liability Company (“Consultant”). City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.”

RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.

B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services.

C. Pursuant to the City of Glendora’s Municipal Code, City has authority to enter into and execute this Agreement.

D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances.
/ / /
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DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Granicus - Website Project (08.22.2023)

1.2 Consultant’s Proposal.

The Scope of Service shall include the Consultant’s scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.

1.4 California Labor Law.

If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by regulation.
(b) Prevailing Wages. Consultant shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. (d) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (e) Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Granicus - Website Project (08.22.2023)
Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that eight (8) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1½) times the basic rate of pay. (h) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the 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.”
Consultant’s Authorized Initials ___________________
Greg Eck, Manager, Contracts
(i) Consultant’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor.

1.5 Licenses, Permits, Fees and Assessments.

Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

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1.6 Familiarity with Work.

By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the Contract Officer.

1.7 Care of Work.

The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.

1.8 Further Responsibilities of Parties.

Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.

1.9 Additional Services.

City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $50,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other Consultants. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.10 Special Requirements.

Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
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ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed, for the initial Term of the Agreement, THREE HUNDRED THIRTY-NINE THOUSAND SEVEN HUNDRED TWENTY-NINE AND 22/100 dollars ($339,729.22 Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9.

2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall contain all information specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and subcontractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.

City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. / / /
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2.5 Waiver.

Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance.

Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding three (3) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). The City Manager may, at his/her sole discretion, extend the Term for two (2) additional one-year Term(s).

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

The following principals of Consultant (“Principals”) are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

Joe Markusson, Sr. Dir. GXC Implementation
Jax Harris, Account Executive
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It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Consultant.

Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights.

4.3 Contract Officer.

The Contract Officer shall be the Information Technology Director, or such person as may be designated by the City Manager. It shall be the Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein.

City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. / / /
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4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. (a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. (b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
(c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.
(d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.
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5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
(b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or selfinsurance shall be called upon to protect it as a named insured. (d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Granicus - Website Project (08.22.2023)
the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. (j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing.
(l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation. (o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. (q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

5.3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Granicus - Website Project (08.22.2023)
of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

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6.2 Reports.

Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment.

Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Granicus - Website Project (08.22.2023)
regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S.

District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes; Default.

In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

7.3 Retention of Funds.

Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein.

7.4 Waiver.

Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Granicus - Website Project (08.22.2023)
constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver.

Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

7.5 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

7.6 Legal Action.

In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.8 Termination for Default of Consultant.

If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

7.9 Attorneys’ Fees.

If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Granicus - Website Project (08.22.2023)
other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees.

Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

No officer or employee of the City shall be personally liable to the Consultant, 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 Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

8.4 Unauthorized Aliens.

Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultantso employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City.

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Granicus - Website Project (08.22.2023)
ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Glendora, 116 E. Foothill Blvd., Glendora, California 91741-3380, and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement.

Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

9.3 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement.

No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Granicus - Website Project (08.22.2023)
“remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Consultant’s Authorized Initials ___________________
Greg Eck, Manager, Contracts
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Granicus - Website Project (08.22.2023)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

City of Glendora, a municipal corporation
Adam Raymond
City Manager
APPROVED AS TO FORM: CERTIFY AVAILABILITY OF FUNDS:

ALESHIRE & WYNDER, LLP
William W. Wynder
City Attorney
Marie Ricci
Administrative Services Director/City Treasurer
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
CONTRACTOR:

Granicus, LLC
Name: Kelly Oliver
Title: Vice President - Legal
Email: [email protected]
Name: Greg Eck
Title: Manager, Contracts
Email: [email protected]
Address:
408 St. Peter Street, Suite 600, Saint Paul, MN 55102
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S SIGNATURES SHALL BE DULY NOTARIZED UNLESS EXECUTED UTILIZING DOCUSIGN. IN ADDITION, THE APPROPRIATE

ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Aug 9, 2023 | 9:42 AM PDT
Aug 9, 2023 | 11:18 AM PDT
Order #: Q-270482
Prepared: 1 Jun 2023