Glendora City Council
September 12, 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
DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Order Form
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.

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Order Form
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
DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Order Form
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 For more information, visit granicus.com/solution/govdelivery/engagementhq or email [email protected]
Eight Tools for Better Online Engagement
Mix and match any combination of feedback tools to support the different stages of your consultation process. Selecting the right tool for your engagement is essential to getting the feedback you need. When considering which tools to utilize, you can choose to keep public participation in a controlled, mixed, or open environment. The spectrum to the left identifies where each tool fits within these operating environments.

Each environment has a range of tools that are suitable for use on their own or in combination with others as part of a more robust methodology. Understanding your objectives, negotiables, and the types of information you need will be a key determining factor for your tool selection.

EngagementHQ Tools
EngagementHQ offers a complete range of engagement tools.

EngagementHQ
Tools Spectrum
Managing your project communications
Open Environment
Participants can engage with
each other. Comments, images
and ideas are visible to the
community.

Mixed Environment
Participants can see other
participants contributions.

However, there is little peer-topeer interaction. Some data may be visible to the public.

Controlled Environment
Participants cannot engage
with each other. Data is only
accessible by admin.

Forum
Ideas
Places
Stories
Guestbook
Q&A
Polls
Surveys
EngagementHQ has a wide range of different tools
which means we can add more variety and choice
to our offer in terms of how people may want to
give us their feedback.”
- Anna Miller, Research Team Manager,
Cheshire West and Chester Council
Creating Community Connections
Cheshire West and Chester Council wanted
to give community members the opportunity
to get involved in ways that work best for
them. They realized that some people want to engage with a more detailed online survey and will take extra time to do so, while others are used to scrolling through social media, wanting to share their opinion, instantly, in the moment. The need for an online tool that offered a place for residents to easily share their opinions, in the manner they were comfortable with, was apparent. Read more
Stories is included in Open Environment when
commenting is enabled.

Q&A is included in Controlled Environment when
questions are answered privately.

Polls and Surveys are included in Mixed Environment
when results are displayed to participants.

For more information, visit granicus.com/solution/govdelivery/engagementhq or email [email protected]
Forum
A safe and interactive space for your community to discuss and debate pertinent issues. Multithreaded discussions enable deeper engagement for passionate stakeholders.
• Easy-to-read threaded replies
• Participants can agree and disagree on other comments • Enable social sharing of Forum topics
• Allow unverified participation
• 24/7 moderation
EngagementHQ
Ideas
These virtual post-it notes are a way for your community to share what inspires them. Ideas can include images or media for context and participants can like and comment directly.
• Indefinite or scheduled voting
• Participants can like and comment on other people’s ideas • Participants can include photos to support their idea • Enable social sharing of Ideas
• Scheduled publishing
• 24/7 moderation
Places
Gather feedback and photos directly on a map with a simple pin drop. Geospatial maps offer participants a fun way to engage and see their contribution on a map.
• Choose from 8 different map types
• Allow unverified participation
• Select from 200+ pin category icons
• Supports multiple GIS layers in Shapefile, KML, WMS, or draw your own custom map shapes
• Pin categories can be applied to group input as needed • Survey responses, pin comments, and pin photos are visible to the public
• Include a mandatory or optional survey with each pin
• 24/7 moderation
Forum
Ideas
Places
For more information, visit granicus.com/solution/govdelivery/engagementhq or email [email protected]
EngagementHQ
Stories
Help your community better understand, empathize, and relate to others and your project. Stories can be interactive and can include images or media to support context.
• Allow other participants to comment on stories
• Ability for participants to agree/disagree on other comments • Participants can choose to turn off commenting on their story • Allow unverified participation
• Enable notifications to admin when a new story is posted • 24/7 moderation
Guestbook
Simple, streamlined, and moderated space for your community to comment. Comments are moderated to manage what appears
publicly so your engagement stays on topic.
• Allow unverified participation
• Pre- or post-moderation (moderation happens before or after the comment is published)
• Send acknowledgment to participant that comment is posted • Send notification to admin when new comment is added
• 24/7 moderation
Q&A
Receive questions in a managed space that accommodates your public or private responses.
• Respond to questions privately (an email is triggered back to the participant) or publicly (both question and responses appear on the site)
• Allow unverified participation
• Notify to administrators when new questions are posted • Notify participants when their question has a response • Ability to customize notifications and add subject matter experts to manage your Q&A
• Enable social sharing of questions
Stories
Guestbook
Q&A
For more information, visit granicus.com/solution/govdelivery/engagementhq or email [email protected]
EngagementHQ
Polls
Ask a single question and get immediate insight with this quick and targeted tool. Polls are an easy way to activate simple engagement with a single question.
• Include multiple Quick Polls on the same project page • Use Quick Poll as a widget or a tool
• Allow unverified participation
• Only one vote is allowed per user, even for unverified participants (cookies are used to prevent multiple submissions) • Show votes instantly, before, or after the participant has voted Surveys
Encourage your community to voice their opinions using a variety of question types and rich media in a convenient and guided way. • Choose from 14 different question types
• Apply skip and conditional logic to your questions
• Include images or videos in survey questions
• Schedule survey publishing and archiving
• Option to display survey results to participants
• Participants can save the progress of their submissions • Ability to upload documents to support submissions
• Easily clone Surveys to save time
• Easily pin Surveys using the Places tool
• Enable social sharing for Surveys
• Configure Survey as a petition
• Use multiple Surveys on any project
• Allow single or multiple submissions
• Download printable surveys for face to face engagements and off-line sharing
• Customize and export Survey reports for stakeholders
Polls
Surveys
For more information, visit granicus.com/solution/govdelivery/engagementhq or email [email protected]
EngagementHQ
Inform your Community
EngagementHQ incorporates a range of information tools to support your digital engagement objectives. Use these tools to highlight your key content and information resources, making it easier for your audience to self-educate and explore important issues in depth.

Related Projects
Lists of all of the live
or archived projects
on your site that are
related to the current
campaign for easy
reference.

Important Links Lets
you show a list of
links important to
your project.

Photos Displays
two custom images
from an unlimited
capacity image
gallery.

Videos Displays two
custom video stills
from an unlimited
capacity video
gallery.

Document Library
Shows the key
documents from
your library as
individual items or in
folders.

Advanced
Sharing
Core Project Info
Lifecycle Outlines
the stages of your
project to your
community and
communicates
project progress
through each stage.

Who’s Listening
Identifies people
working on your
project, including their
role, organization,
contact details, and
image (all optional)
with a link to the
project team page.

Key Dates Displays
and promotes key
dates associated
with the off-line
engagement process
such as public
meetings.

FAQ Displays a short
list of frequently
asked questions and
answers about your
project with a link to
the FAQ page.

Rich Media
Follow Project
Allows registered
and unregistered
participants to
subscribe to the
project.

Sign Up Banner
Encourages
community
registration
and builds your
participant
database.

News Feed Presents
project news
updates about
issues, or as a list
to link from the
homepage through
to individual projects.

Custom Allows
the integration of
embedded content
from any third-party
source.

Project Updates
Engagement HQ, GovDelivery,
Digital Forms, OpenCities,
Vision Designs
Glendora, CA
Engagement HQ
Implementation 4~6 Weeks
Community Engagement (Surveys, Quick Poles, Stories, Maps, ect…) Monterey, CA Palm Desert, CA
Cupertino, CA Engage California

GovDelivery
Implementation 6~10 Weeks
Email and SMS Communication Tool
Winder, GA La Quinta, CA
Vail, CO Fairfield, CA
(Pop-Up - Open in Incognito
mode to view it a second time)
(Pop-Up - Open in Incognito
mode to view it a second time)
(Sign Up Box -
Bottom Right Corner)
(Sign Up Box -
Bottom Right Corner)

Digital Forms
Implementation 4~6 Weeks
Digital Forms for Website
Grand Prairie, TX Culver City, CA
Demo Site Grand Rapids, MI

OpenCities
Implementation 9~12 Months
OpenCities CMS - Flexible Design
Culver City, CA Lynnwood, WA
Denver, CO Kirkland, WA