1 (ZĞǀ͘ϯ.ϮϮ.ϮϮ)
CITY OF STOCKTON
STANDARD AGREEMENT
1. This Agreement is entered into between the City of Stockton (“City”) and (“Contractor”)to provide
as set forth in Exhibit A to this Agreement.
_____________________________________________________________________________
2. The term of this Agreement is as follows, unless amended as described in Exhibit A and Exhibit C section 8:
Commences on: Terminates on:
_____________________________________________________________________________
3. The maximum not to exceed amount to be paid to Contractor for the term of this Agreement, including if authorized, reimbursement of expenses, is: $
4. The complete Agreement consists of all the following Agreement documents which by reference are incorporated and made a part of this Agreement. The parties agree to comply with the terms and conditions of this Agreement.
J
([KLELW*6SHFLDO)XQGLQJ7HUPV &RQGLWLRQV ,IDSSOLFDEOHFKHFNER[
<(6
____________________________________________________________________________ IN WITNESS WHEREOF, the authorized parties have executed this Agreement.
CONTRACTOR
______________________________________________________________________________________________ Contractor’sName (if other than an individual, state whether a corporation, partnership, etc.):
______________________________________________________________________________________________ Authorized Signature Date
______________________________________________________________________________________________ Printed Name and Title of Person Signing
______________________________________________________________________________________________ Address
CITY OF STOCKTON
_________________________________________________________BB________________ +DUU\%ODFN City Manager Date
ATTEST:
____________________________________________________________________________ (OL]D5*DU]D&0&, City Clerk
APPROVED AS TO FORM:
/RUL0$VXQFLRQ, City
Attorney
BY:
Agreement Number:
(a) Exhibit A – Statement of Work
(b) Exhibit B – Insurance
(c) Exhibit C – General Terms Conditions
(d) Exhibit D –
H
Exhibit E – Compensation Schedule
(f) Exhibit F – Timeline
Revize Software Systems, LLC Website Design, Development, Implementation, Hosting & Maintenance November 15, 2022 November 14, 2027
193,100.00
Professional Services Special Terms & Conditions
ARPA
Revize Software Systems LLC
150 Kirts Blvd, Troy, MI 48084
ATTACHMENT A
1 EXHIBIT A
STATEMENT OF WORK
1. Project Objectives
The City of Stockton One Page Strategic Plan (OGSP) Strategies include reducing barriers to entry, increasing community engagement, and optimizing resources through innovative business practices. The implementation of a high- quality, government compliant web solution is essential to substantially contributing to these strategies. Contractor shall design, develop, implement, host, support and maintain a website that replaces the City legacy site (www.stocktonca.gov), the home page and the Stockton Police Department webpages (ww1.stocktonca.gov), allowing the City to more effectively and easily offer customer service, customer data management, customer personalization, marketing automation, and multi-experience support, while meeting the following requirements:
1.1 Design, Develop, Implement, Host, Support and Maintain – A state- of-the-art, visually appealing, functional, easy to navigate, expandable, user-friendly website solution that extends and enhances customer service channels and increases community engagement.
1.2 Secure – Cloud-based hosting from a secure facility that provides visitors to the site with a secure (HTTPS) experience while addressing all City cybersecurity requirements. Provides tight security controls that meet regulatory, compliance and audit standards, including role-based to the menu, screen, and data field level.
1.3 Americans with Disabilities Act (ADA) Section 508 requirements – Meets current and future ADA requirements in print, can be audio enabled for visually impaired, and connects to screen-reader technology for both hearing and visually impaired.
1.4 Language translations – Translates website content into other languages in compliance with all state and federal requirements.
1.5 Integrates with existing third-party applications – CMRS (Customer Response Management System), GoGov Apps branded Ask Stockton; Esri, the City’s GIS (mapping) and geo-location vendor; Socrata (Tyler Data & Insights), the City’s Open Data Portal service provider; Citibot, artificial intelligence (AI) and chatbot, customer service automation; Accela, the City’s permitting system; Decision Tree, a location-specific customer permitting and licensing tool; RecTrac, recreation programming and registration system; NeoGov, job and application platform; Tyler Munis financial systems; Click2Gov, utility and miscellaneous payment system; Granicus, the City’s meeting and agenda software service provider; and Microsoft Active Directory
ATTACHMENT A
2 or Microsoft Azure Active Directory, for employee single sign-on and global security administration.
1.6 Training/Support/Reliability – Easy to use Content Management System (CMS) for non-technical employees to make changes to the website. Vendor provided initial and ongoing training for City website administrators and content providers; 24/7 product support and maintenance; 99.99% availability; Disaster Recovery.
1.7 Analytics – Provides dashboard analytics, including pages and documents visited, most frequently used search terms, number and length of sessions, time of day, and traffic from various geographic regions.
1.8 Branding – Custom design for City specific needs, including branded colors and logos, news and events calendar, and supports photos and videos.
2. Project Scope
2.1 The Contractor design, develop, implement, host, support and maintain a website for the City.
2.1.1 The website shall include the following applications and features:
Citizen’s Communication Center Apps
x Notification Center with Text/Email Alerts
x Bid Posting
x Document Center
x Email Notify
x FAQs
x Job Posting
x Multi-use Business Directory
x News Center with Facebook/Twitter Integration
x Online Forms
x Photo Gallery
x Quick Link Buttons
x Revize Web Calendar
x “Share This” Social Media Flyout App
x Sliding Feature Bar
x Language Translator
Citizen’s Engagement Center Apps
x Citizen Request Center with Captcha
ATTACHMENT A
3 x Public Service Request
x Online Interactive Forms (Public Records Request
App)
x Citizen Connect (Community Blog)
x Online Bill Pay
x RSS Feed
Staff Productivity Apps
x Agenda Posting Center
x Job Posting App
x Image Manager
x iCal Integration
x Intranet
x Link Checker
x Menu Manager
x Online Form Builder
x Staff Directory
x Website Content Archiving
x Website Content Scheduling
Site Administration and Security Features
x Audit Trail module
x Auto Site Map Generator tool
x History Log feature
x URL Redirect Setup
x Roles and Permission-based Security Mode
x Secure Site Gateway
x Unique Login/Password for each Content Editor
x Web Statistics and Analytics reports and dashboards
x Workflows by Department
Mobile Device and Accessibility Features
x Font Size Adjustment
x Alt-Tags
x Responsive Website Design (RWD)
2.1.2 Contractor maintenance and support shall include the following:
x 8 a.m. – 8 p.m. EST Phone Support (Monday thru Friday) x 24x7x365 Portal and Email Support
x Vendor-provided staff assistance to answer all questions
ATTACHMENT A
4 x Dedicated support staff
x New/existing user training
x Free Training Refreshers
x Video tutorials and online training manual
x Automatic integration of enhancements
x E-Newsletter Module support
x Automatic upgrade of Content Management System
(CMS) modules, such as Calendar, Document Center,
etc.
x Four major CMS upgrades per year
x Software and modules upgrades (automatic install)
x Server hardware and OS upgrades
x Immediate bug fixes/patches
x Round the clock server monitoring
x Data Center Network upgrades
x Security and antivirus software upgrades
x Firewall and router upgrades
x Bandwidth and network infrastructure upgrades
x Remote backup of all website assets
x Tape backup of all website assets
x Quarterly Newsletters on major feature updates
x Regular webinars on CMS features and usage
2.1.3 Contractor shall deliver and maintain a secure website:
The Contractor shall provide cloud-based hosting that is monitored and maintained from facilities with equipment that complies with all current and future state and federal
requirements applicable to government websites, including firewalls and authentication protocols that protect against cybersecurity threats.
The website will use HTTPS (Hypertext Transfer Protocol over SSL) with a Contractor-provided SSL certificate at implementation and is maintained and current on an on-
going basis.
2.1.4 Contractor shall deliver, maintain, and support a website that is ADA compliant and meets current and future
Americans with Disabilities Act (ADA) Section 508 and any other state or federal regulatory requirements.
2.1.5 Contractor provide language translations using Google Translator, which currently supports up to 40 languages, shall be fully integrated and provided at no additional cost.
ATTACHMENT A
5 2.1.6 Contractor shall provide a website that integrates with all City third-party applications and systems, including those that duplicate programs and services offered by the vendor’s standard product as identified in 2.1.1 (above).
2.1.7 Contractor shall provide initial and ongoing training for all website administrators and content providers with
permission levels established by the City’s implementation team, including:
Basic Administrator Training (How to)
x Sign-in
x Create users
x Assign roles
x Set page level permissions
x Set section level permissions
x Configure and set up workflow approval process
Content Editor Training (How to)
x Sign-in
x Edit page content
x Copy/paste content or add new
x Create a file link
x Create a link to another web page or external web site x Create a new page and link to it
x Insert/update a picture
x Insert/update a table
x Spell check
x Save and Save as Draft
x History of the page content (content archive)
x Create a survey form or any other type of online web
form
x Create navigation pages (top/left menus)
x Create new calendar and create/edit calendar events
x Edit metadata
Advanced Administrator Training (How to)
x Run back-end reports
x Run Google Analytics reports
Training on use of specific Modules included, such as:
x Emergency Notification Center
ATTACHMENT A
6 x Public Service Request App
x Web Calendar
x E-Notify
x Quick Links
x Document Center
x Form Center
x News Center
x Frequently Asked Questions
x Request Center
x Bid Posting Center
x Job Posting Application
x RSS
2.1.8 Contractor shall provide analytical tools using Google Analytics for City monitoring of website visitor statistics to improve content and Search Engine Optimization (SEO).
2.1.9 Contractor shall integrate the City’s logo and brand identity and support photos, videos, audio, and documents that are City work product.
2.2 The Contractor shall provide five (5) years of service with a redesign at no additional charge in year four (4).
3. Specifications
3.1 Design, development, and implementation will include:
3.1.1 Main menu navigation and home page wireframes, page layout and module placement.
3.1.2 Customized template development.
3.1.3 CMS module setup and any future updates.
3.1.4 Content development and content migration from the City’s existing website(s).
3.1.5 Go Live redirect of domain with 24-hour monitoring immediately following the transfer.
3.1.6 Amazon Web Services (AWS) hosting Infrastructure.
3.2 Modern, flexible interface with responsive design:
3.2.1 Navigation and content aligned with W3C (World Wide Web Consortium) standards.
ATTACHMENT A
7 3.2.2 Compatible with Android, iPhone, Apple/Mac, and Windows Operating Systems.
3.2.3 Supports all common internet browsers, including Chrome, Safari, Fire Fox and Internet Explorer/Edge - current and older versions.
3.2.4 Responsive web design that conforms and optimizes the website for all user devices and view modes.
3.2.5 Fully compatible with screen readers and other interfaces used by those who are hearing or visually impaired.
3.2.6 Provides liquified content, image tiles, parallax scrolling.
3.2.7 Embedded social media feeds from multiple social networks, including, but not limited to, Facebook, Twitter, LinkedIn, and YouTube.
3.3 Secure hosting, visitor interactions and transactions, and Extranet employee access:
3.3.1 Product must meet or exceeds all City cybersecurity requirements at implementation and on-going, protecting customer and City data and equipment, securing the
content, access to the content on the web server, to
snapshots, configurations, and infrastructure.
3.3.2 System monitoring 24/7 with system back-up every 24 hours.
3.3.3 Browsing encrypted (HTTPS) site with valid SSL certificate, verified by a trusted third-party, and kept up to date by the vendor
3.3.4 Secure (single sign-on, password access) employee Intranet/Extranet with remote access.
3.3.5 Active Directory (LDAP) adapted to City’s configuration and needs.
3.3.6 Supports Microsoft Active Directory or Microsoft Azure Active Directory for employee single sign-on authentication when accessing the CMS to edit the website.
3.3.7 Complies with all current security standards with SOC 1/ISAE 3402, SOC 2, SOC 3, FISMA, DIACAP, and
FedRAMP, PCI DSS Level 1, ISO 9001, ISO 27001, ISO
27017, ISO 27018 and other programs. Vendor is
responsible for securing the content, access to the content on the web server, to snapshots, configurations, and
infrastructure.
ATTACHMENT A
8 3.4 ADA compliant with CMS restri ctions that prevent posting or content development that does not meet Section 508
requirements.
3.4.1 Meets print and contrast requirements, with font size adjustment; supports screen-reader technology and can be audio enabled.
3.5 Proprietary CMS (Content Ma nagement System) Software License developed for and provided to the City.
3.6 Language translation for websit e content using the most current version of Google Translator.
3.7 Integrated with all City existing applications as described in Sections 1.5 and 2.1.6 (above).
4. Major Deliverables
4.1 A completely functional implementation with all features as described in the project scope and specifications, subject to City staff’s review, assessment, and acceptance of the end-product.
4.2 Service response times that prov ide system availability of 99.99%.
4.3 With timely reporting and referral of faults, issues and problems, Contractor will meet the following service response intervals, based on agreed upon fault matrix:
Crisis Ur
gent Critical Normal
Request
for
Services
Priority Immediate Ur gent Hi gh Normal Normal
Time for
Response < 1 hour 1 Hour 4-6 Hours 24 hours
Dependent
Upon
Request
Report
Method
Contractor
Live Phone
Support
Contractor
Customer
Portal
Contractor
Customer
Portal
Contractor
Customer
Portal
Contractor
Customer
Portal
Note: All times indicated represent telephone response time during specified working hours of 8:00 a.m. to 8:00 p.m. Eastern Time, Monday through Friday.
Contractor Customer Portal is monitored 24 hours a day.
ATTACHMENT A
9 5. Tasks That Support the Deliverables
Total implementation is 16 to 21 weeks and includes the following major task areas:
5.1 Phase 1: Project Planning and Analysis Kickoff Meeting (3 Weeks)
5.2 Phase 2: Design Mockups/Wireframes (5 Weeks)
5.3 Phase 3: HTML Template Development (3 Weeks)
5.4 Phase 4: CMS Integration & Module Setup (4 Weeks)
5.5 Phase 5: Customer Development & Quality Assurance Testing (ongoing – overlaps with remaining phases) (2 Weeks)
5.6 Phase 6: Sitemap Development / Content Migration (2 – 4 Weeks)
5.7 Phase 7: Content Editor and Web Administrator Training on new website, final content changes and “Go Live” preparation (2 Weeks)
5.8 Phase 8: Go Live (1 Week)
6. Criteria of Acceptance for Deliverables
6.1 All elements outlined by the project scope in Section 2 must be fully implemented as described, system must meet all specifications, and tasks outline in Section 5 fully executed.
6.2 Contractor expects to complete this project according to Exhibit A and Exhibit F. Upon Completion of CMS Editor Training, it will be the City’s responsibility to decide when to “go-live” with the website. City decision to delay go-live for any reason, unrelated to a functional defect making the site inoperable, does not constitute breach of contract on the part of Contractor. City also acknowledges that satisfaction related to visual and experiential services like that of a website design project can be subjective. Both parties agree that this project is a collaborative project and will work in good faith to “fine-tune” final deliverables in preparation for go-live of new website. Parties further agree that generalized dissatisfaction related to the aesthetic aspects or services previously approved by the City does not constitute a breach of contract unless Contractor fails to cure the functional defect with the website. City may also elect to postpone or delay certain deliverables in favor of earlier go-live date of the website.
7. Notices
Pursuant to Exhibit C – General Terms and Conditions, Paragraph 15 – Notices, the mailing address for all required notices is as follows:
Contractor: REVIZE LLC City: City of Stockton
Revize Software Systems, LLC Attn: City Manager
ATTACHMENT A
10 150 Kirts Blvd 425 N. El Dorado St.
Troy, MI 48084 Stockton, CA 95202
8. Key Personnel
Contract Lead: Joseph Nagrant, Business Development Director Telephone: 248-269-9263
Project Lead: Thomas J. Jean, Project Manager
Telephone: 248-269-9263 x 8035
Email: [email protected]
Project Manager: Connie Cochran, Community Relations Officer City Manager’s Office
Telephone: 209-937-8827
Email: [email protected]
Technical Lead: (TBD by City of Stockton IT Department)
9. Option to Renew
The term of the Agreement will be five (5) years.
ATTACHMENT A
REV 2022-05-25
Exhibit B:
Insurance Requirements for Agreements Involving Information Technology
Vendor/Consultant shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the Vendor, its agents, representatives, or employees. Vendor shall procure and maintain for the duration of the contract insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non- owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
((Not required if consultant provides written verification it has no employees)
4. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.
ATTACHMENT A
REV 2022-05-25
Technology Professional Liability Errors & Omissions
Technology Professional Liability Errors and Omissions Insurance appropriate to the Consultant’s profession and work hereunder, with limits not less than $2,000,000 per 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 security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.
a. The Policy shall include, or be endorsed to include, pproperty 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:
If the Vendor maintains broader coverage and/or higher limits than the minimums shown above, the City of Stockton requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Stockton.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City of Stockton, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Vendor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Additional insured Name of Organization shall read “City of Stockton, its officers, officials, employees, and volunteers.” Policy shall cover City of Stockton, its officers, officials, employees, and volunteers for all locations work is done under this contract.
ATTACHMENT A
REV 2022-05-25
PPrimary Coverage
For any claims related to this contract, the Vendor’s insurance coverage shall be primary and non-contributory. Coverage for commercial liability shall be at least as broad as ISO CG 20 01 04 13 as respects the City of Stockton, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Stockton, its officers, officials, employees, or volunteers shall be excess of the Vendor’s insurance and shall not contribute with it. This requirement shall also apply to any Excess policies. The City of Stockton does not accept endorsements limiting the Vendor’s insurance coverage to the sole negligence of the Named Insured.
Umbrella or Excess Policy
The Vendor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Vendor’s primary and excess liability policies are exhausted.
Notice of Cancellation
Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City of Stockton.
Waiver of Subrogation
Vendor hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Vendor may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. Vendor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Stockton. The City of Stockton may require the Vendor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Stockton. The CGL and any policies, including Excess liability policies, may not be subject to a self-insured retention (SIR) or deductible that exceeds
ATTACHMENT A
REV 2022-05-25
$25,000 unless approved in writing by City of Stockton. Any and all deductibles and SIRs shall be the sole responsibility of Vendor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. City of Stockton may deduct from any amounts otherwise due Vendor to fund the SIR/deductible. Policies shall NOT contain any self-insured retention (SIR) provision that limits the satisfaction of the SIR to the Named Insured. The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisfy the SIR or deductible. City of Stockton reserves the right to obtain a copy of any policies and endorsements for verification.
AAcceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A-:VII, unless otherwise acceptable to the City of Stockton.
Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:
1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at
least five (5) years after completion of the contract of work .
3. If coverage is canceled or non-renewed, and not replaced w ith another claims- made policy form w ith a Retroactive Date prior to the contract effective date, the Vendor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.
Verification of Coverage
Vendor shall furnish the City of Stockton with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City of Stockton before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Vendor’s obligation to provide them. The City of Stockton reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
ATTACHMENT A
REV 2022-05-25
SSubcontractors
Vendor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Vendor shall ensure that City of Stockton is an additional insured on insurance required from subcontractors.
Special Risks or Circumstances
City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Certificate Holder Address
The address for mailing certificates, endorsements and notices shall be:
City of Stockton
Its Officers, Officials, Employees and Volunteers
400 E Main Street, 3rd Floor – HR
Stockton, CA 95202
ATTACHMENT A
(Rev. 10.30.18; Mod 07.12.22 SG)
EXHIBIT C
GENERAL TERMS AND CONDITIONS
1. Goods, Equipment and Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in Exhibit A of the Agreement. Contractor shall provide said services at the time, place and in the manner specified in Exhibit A of the Agreement.
2. City Assistance, Facilities, Equipment and Clerical Support. Except as set forth in Exhibit A, Contractor shall, at its sole cost and expense, furnish and maintain all facilities and equipment that may be required for furnishing services pursuant to this Agreement. If applicable, City shall furnish to Contractor only the facilities and equipment listed in Exhibit A to the Agreement.
3. Compensation . City shall pay Contractor for services rendered pursuant to this Agreement as described more particularly in Exhibit A and Exhibit E to the Agreement.
3.1 Invoices submitted by Contractor to City must contain a brief description of work performed, time spent and City reference number. Within thirty (30) days of receipt of Contractor’s invoice, City will review invoice, and if acceptable make payment on approved invoice.
3.2 Upon completion of work and acceptance by City, Contractor shall have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty (30) days in advance of said time limitation. The City shall have no obligation or liability to pay any invoice for work performed which the Contractor fails or neglects to submit within sixty (60) days, or any extension thereof granted by the City, after the work is accepted by the City.
4. Sufficiency of Contractor’s Work. All Contractor services, work, and deliverables shall be performed in a good and workmanlike manner with due diligence in accordance with the degree of skill normally exercised by similar contractors supplying services and work of a similar nature, and in conformance with applicable laws, codes and professional standards. Contractor’s work shall be adequate and sufficient to meet the purposes of this Agreement.
5. Ownership of Work . All reports, work product, all other documents completed or partially completed by Contractor or its appr oved subcontractors, in performance of this Agreement, and if applicable, drawings, desi gns, and plan review comments shall become the property of the City. Any and all copyrightabl e subject matter in all materials is hereby assigned to the City and the Contractor and its approved subcontractors agree
1 ATTACHMENT A
(Rev. 10.30.18; Mod 07.12.22 SG)
to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense.
Contractor and its approved subcontractors shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent.
6. Timeliness. Time is of the essence in this Agreement. Further, Contractor acknowledges that the failure of Contractor to comply with the time limits described in Exhibit A and Exhibit F may result in economic or other losses to the City.
7. Changes. Both parties to this Agreement understand that it may become desirable or necessary during the term of this Agreement for City to modify the scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with City and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work. Until the amendment is so executed, City will not be responsible to pay any charges Contractor may incur in performing such additional services, and Contractor shall not be required to perform any such additional services.
8. Amendment. No variation of the terms of this Agreement shall be valid unless an amendment is made in writing and signed by both parties.
9. Contractor’s Status.
9. 1 In performing the obligations set forth in this Agreement, Contractor shall have the status of an independent contractor and Contractor shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Contractor are its agents and employees and are not agents or employees of City. Contractor by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Except as expressly provided in Exhibit A, Contractor has no authority or responsibility to exercise an y rights or power vested in the City. No agent, officer or employee of the City is to be considered an employee of the Contractor. It is understood by both Contractor and City that this Agreement shall not be construed or considered under any circumstances to create an employer-employee relationship or a joint venture.
9.2 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's
2 ATTACHMENT A
(Rev. 10.30.18; Mod 07.12.22 SG)
control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and means of performing the services under this Agreement. If necessa ry, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.
9.3 If in the performance of this Agreem ent any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including hours, wages, working conditions, discipline, hiring and discharging or any other term of employment or requirements of law shall be determined by the Contractor.
9.4 It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor's assigned personnel under the terms and conditions of this Agreement.
10. Subcontractor.
10.1 Subcontractors shall not be recognized as having any direct or contractual relationship with City. Contractor shall be responsible for the work of subcontractors, which shall be subject to the provisions of this Agreement. Subcontractors will be provided with a copy of the Agreement and be bound by its terms. Contractor is responsible to City for the acts and omissions of its subcontractors and persons directly or indirectly employed by them.
10.2 If in the performance of this Agr eement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including hours, wages working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by Contractor.
10.3 It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor’s personnel.
11. Termination.
11.1 Termination for Convenience of City. The City may terminate this Agreement at any time by mailing a notice in writing to Contractor. The Agreement shall then be deemed terminated, and no further work shall be performed by Contractor. If the Agreement is so terminated, the Contractor shall be paid for the work actually completed at the time the notice of termination is received.
3 ATTACHMENT A
(Rev. 10.30.18; Mod 07.12.22 SG)
11. 2 Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party, at that party’s option, may terminate this Agreement by giving written notification to the other party.
11.3 Funding- Non-Appropriation. It is mutually understood between the Parties that payment to the Contractor for performance shall be dependent upon the availability of appropriations by the City Council for the purposes of this Agreement. No legal liability on the part of the City for any paym ent may arise under this Agreement until funds are made available and until the Cont ractor has received funding availability, which will be confirmed in writing. If funding for any fiscal year is reduced or deleted, or if the City loses funding for any reason, the Cit y, in its sole discretion, shall have the option to either (a) cause this Agreement to be canceled or terminated pursuant to applicable provisions of the Agreement; or (b) offer to amend the Agreement to reflect the reduced funding for this Agreement.
12. Non-Assignability . The Contractor shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. Contractor shall be solely responsible for reimbursing subcontractors.
13. Indemnity and Hold Harmless. To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify City of Stockton and its officers, officials, employees and volunteers from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) of every nature arising out of or in connection with Contractor’s performance of work hereunder or its failure to comply with any of its obligations contained in the Agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the City of Stockton. Th is obligation is independent of, and shall not in any way be limited by, the minimum Insurance obligations contained in this Agreement. These obligations shall survive the completion or termination of this Agreement.
14. Insurance . During the term of this Agreement, Contractor shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit B to this Agreement and shall otherwise comply with the other provisions of Exhibit B to this Agreement.
15. Notices . All notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed in Exhibit A to this Agreement.
16. Conformance to Applicable Laws . Contractor shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Contractor shall not discriminate in the employment of persons or in the provision of services under this Agreement on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person.
4 ATTACHMENT A
(Rev. 10.30.18; Mod 07.12.22 SG)
17. Licenses, Certifications and Permits . Prior to the City’s execution of this Agreement and prior to the Contractor’s engaging in any operation or activity set forth in this Agreement, Contractor shall obtain a City of Stockton business license, which must be kept in effect during the term of this Agreement. Contractor covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Agreement. Such licenses, certificates and permits shall be maintained in full force and effect during the term of this Agreement.
18. Records and Audits . Contractor shall maintain all records regarding this Agreement and the services performed for a peri od of three (3) years from the date that final payment is made. At any time during no rmal business hours, the records shall be made available to the City to inspect and audit. To the extent Contractor renders services on a time and materials basis, Contractor shall maintain complete and accurate accounting records, in a form prescribed by City or, if not prescribed by City, in accordance with generally accepted accounting principles, such records to include, but not be limited to, payroll records, attendance cards, time sheets, and job summaries.
19. Confidentiality . Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions.
20. Conflicts of Interest . Contractor covenants that other than this Agreement, Contractor has no financial interest with any official, employee or other representative of the City. Contractor and its principals do not have any financial interest in real property, sources of income or investment that would be affected in any manner of degree by the performance of Contractor’s services under this Agreement. If such an interest arises, Contractor shall immediately notify the City.
21. Waiver . In the event either City or Contractor at any time waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or of any other covenant, condition or obligation. No payment, partial payment, acceptance, or partial acceptance by City shall operate as a waiver on the part of City of any of its rights under this Agreement.
22. Governing Law . California law shall govern any legal action pursuant to this Agreement with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the Federal District Court of California, Eastern District, Sacramento Division.
23. No Personal Liability . No official or employee of City shall be personally liable to Contractor in the event of any default or breach by the City or for any amount due Contractor.
5 ATTACHMENT A
(Rev. 10.30.18; Mod 07.12.22 SG)
24. Severability. If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or city statue, ordinance or regulation the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.
25. Non-Discrimination. During the performance of this Agreement, Contractor and its officers, employees, agents, r epresentatives or subcontractors shall not unlawfully discriminate in violation of any federal, state, or local law, rule or regulation against any employee, applicant for employment or person receiving serv ices under this Agreement because of race, religion, color, national origin, ancestry, physical or mental disability, medical condition (including genetic characteristics), marital status, age, political affiliation, gender identity, gender expression, sex or sexual orientation, family and medical care leave, pregnancy leave, or disability leave. Contractor and its officers, employees, agents, representative or subcon tractors shall comply with all applicable Federal, State and local laws and regulations related to non-discrimination and equal opportunity, including without limitation the City’s nondiscrimination policy; the Fair Employment and Housing Act (Government Code sections 12990 (et seq.); California Labor Code sections 1101, 1102 and 1102.1; the Federal Civil Rights Act of 1964 (P.L. 88-352), as amended; and all applicable regulations promulgated in the California Code of Regulation or Code of Federal Regulations. Title VI of the Civil Rights Act of 1964 requires that “no person in the United States shall, on the grounds of race, color, or national origin be excluded from participation in, be denied the benefits of, or be subjected to discrimination u nder any program or activity receiving federal financial
assistance.” (42 USC Section 2000d).
http://www.dol.gov/oasam/regs/statutes/titlevi.htm. The City requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source.
26. Force Majeure . Neither party shall be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, terrorism, fire, flood, strikes, war, epidemics, pandemics, shortage of power or other acts or causes reasonably beyond the control of that party. The party experiencing the force majeure event agrees to give the other party notice promptly following the occurrence of a force majeure event, and to use diligent efforts to re-commence performance as promptly as commercially practicable.
27. Taxes and Charges. Contractor shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of the Contractor’s business.
28. Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative of all other rights and remedies to which may be legally entitled.
6 ATTACHMENT A
(Rev. 10.30.18; Mod 07.12.22 SG)
29. Advice of Attorney. Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorneys or the opportunity to seek such advice.
30. Heading Not Controlling. Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.
31. Entire Agreement, Integration, and Modification.
31.1 This Agreement represents the entire integrated agreement between Contractor and the City; supersedes all prior negotiations, representations, or agreements, either written or oral between the parties and may be amended only by a written Amendment signed by the Contractor and City Manager.
31.2 All Exhibits to this Agreement and this Agreement are intended to be construed as a single document.
32. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.
33. Authority. The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
7 ATTACHMENT A
1 (Rev. 07.12.22)
EXHIBIT D
PROFESSIONAL SERVICES SPECIAL TERMS AND CONDITIONS
1. Definitions. The following words and phrases have the following meanings for purposes of this Agreement:
1.1 "Services" means, collectively, the services, duties and responsibilities described in Exhibit A of this Agreement and any and all work necessary to complete them or carry them out fully and to the standard of performance required in this Agreement.
1.2 “Deliverable” means q uantifiable goods or services that will be provided upon completion of a project. A deliverable is any tangible material, work or thing delivered by one party to the other, including associated technical documentation. A deliverable can be tangible or intangible parts of the development process, and often are specified functions or characteristics of the project.
2. General. The following terms and conditions are applicable for the Professional Services only. The special conditions shall be read in conjunction with the Standard Agreement, General Terms and Conditions (“GTC”) Exhibit C, and all other Exhibits identified in the Standard Agreement.
2.1 Where any portion of the GTC is in conflict to or at variance with any provisions of the Special Conditions of the Agreement, then unless a different intention stated, the provision(s) of the Special Conditions of the Agreement shall be deemed to override the provision(s) of GTC only to the extent that such conflict or variations in the Special Conditions of the Agreement are not possible of being reconciled with the provisions of the GTC.
2.2 In the case of modification of a part or provision of the GTC, the unaltered part or provision, or both shall remain in effect. The Special Conditions shall relate to a particular project and be peculiar to that project but shall not weaken the character or intent of the GTC.
3. Time for Performance.
3.1 Contractor shall perform the services according to the schedule contained in Exhibit F.
3.2 Timeliness of Performance i) Contractor shall provide the Services, and Deliverables within the term and within the time limits required under this Agreement, pursuant to the provisions of Exhibit A and Exhibit F. ii) Neither Contractor nor Contractor’s agents, employees nor subcontractors are entitled to any damages from the City, nor is any party entitled to be reimbursed by the City, for damages, charges or other
ATTACHMENT A
2 (Rev. 07.12.22)
losses or expenses incurred by Contractor by reason of delays or hindrances in the performance of the Services, whether or not caused by the City.
4. Standard of Performance
In addition to Exhibit C, Section 4 and 17, Contractor agrees as follows:
4.1 Contractor’s Services shall be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of Contractor’s profession currently practicing under similar conditions. Contractor shall comply with the profession’s standard of performance, applicable laws, regulations, and industry standards. By delivery of completed work, Contractor certifies that the work conforms to the requirements of this Agreement and all applicable federal, state and local laws. If Contractor is retained to perform services requiring a license, certification, registration or other similar requirement under California law, Contractor shall maintain that license, certification, registration or other similar requirement throughout the term of this Agreement.
4.2 Contractor acknowledges that it is entrusted with or has access to valuable and confidential information and records of the City and with respect to that information, Contractor agrees to be held to the standard of care of a fiduciary. Contractor shall assure that all services that require the exerci se of professional skills or judgment are accomplished by professionals qualified and competent in the applicable discipline and appropriately licensed, if required by law. Contractor must provide copies of any such licenses. Contractor remains responsible for the professional and technical accuracy of all Services or Deliverables furnished, whether by Contractor or its subcontractors or others on its behalf. All Deliverables must be prepared in a form and content satisfactory to the Using Agency and delivered in a timely manner consistent with the requirements of this Agreement.
4.3 If Contractor fails to comply with the foregoing standards, Contractor must perform again, at its own expense, all Services required to be re-performed as a direct or indirect result of that failure. Any review, approval, acceptance or payment for any of the Services by the City does not relieve Contract or of its responsibility for the professional skill and care and technical accura cy of its Services and Deliverables. This provision in no way limits the City’s rights against Contractor either under this Agreement, at law or in equity.
5. Compensation
5.1 In addition to Section 3 Compensation in Exhibit C – GTC, the Contractor shall be compensated for the services provided under this Agreement as follows:
5.1.1 Contractor shall be compensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears on a not to exceed
ATTACHMENT A
3 (Rev. 07.12.22)
basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement. Contractor may vary the compensation for each task in Exhibit E provided that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded.
6. Personnel
6.1 None of the work or services covered by this Agreement shall be subcontracted without the prior written approval of the City. Any work or services subcontracted hereunder shall be specified by written agreement and shall be subject to each provision of this Agreement. Contractor shall provide subcontractor a copy of this fully executed Agreement.
6.2 Contractor agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement. The payment made to Contractor pursuant to this Agreement shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither Contractor nor Contractor’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of Contractor. The City shall not be required to pay any workers' compensation insurance on behalf of Contractor. Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractor’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.
6.3 Key Personnel: Because of the special skills required to satisfy the requirements of this Agreement, Contractor shall not reassign or replace key personnel without the written consent of the City, which consent the City will not unreasonably withhold. "key personnel" means those job titles and the persons assigned to those positions in accordance with the provisions of this Agreement. The City may at any time in writing notify Contractor that the City will no longer accept performance of Services under this Agreement by one or more Key Personnel listed. Upon that notice Contractor shall immediately suspend the services of the key person or persons and must replace him or them in accordance with the terms of this Agreement. A list of key personnel is found in Exhibit A, Scope of Services.
7. Reports and Information
Contractor shall at such times and in such forms as the City may require furnish the City such periodic reports as it may request pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters are covered by this Agreement as specified in Exhibit A and Exhibit E.
ATTACHMENT A
4 (Rev. 07.12.22)
8. Findings Confidential
All of the reports, information, data, et cetera, prepared or assembled by the Contractor under this Agreement are confidential and the Contractor agrees that they shall not be made available to any individual or organization without the prior written approval of the City. Contractor shall not be required under the provisions of this paragraph to keep confidential any data or information which is or becomes publicly available, is required by applicable law or by proper legal or governmental authority, is already rightfully in the Contractor’s possession without obligation of confidentiality, is independently developed by Contractor outside the scope of this Agreement or is rightfully obtained from third parties. Contractor shall give City prompt notice of any such legal or governmental demand and reasonably cooperate with City in any effort to seek a protective order or otherwise to contest such required disclosure.
9. Copyright
No materials, including but not limited to reports, maps, or documents produced as a result of this Agreement, in whole or in part, shall be available to Contractor for copyright purposes. Any such materials produced as a result of this Agreement that might be subject to copyright shall be the property of the City and all such rights shall belong to the City, and the City shall be sole and exclusive entity who may exercise such rights.
10. Deliverables
Contractor shall prepare or provide to the City various Deliverables. "Deliverables" include work product, such as written reviews, recommendations, reports and analyses, produced by Contractor for the City. The City may reject Deliverables that do not include relevant information or data, or do not include all documents or other materials specified in this Agreement or reasonably necessary for the purpose for which the City made this Agreement or for which the City intends to use the Deliverables. If the City determines that Contractor has failed to comply with the foregoing standards, it has 30 days from the discovery to notify Contractor of its failure. If Contractor does not correct the failure, or if it is possible to do so, within 30 days after receipt of notice from the City specifying the failure, then the City, by written notice, may treat the failure as a default of this Agreement.
Partial or incomplete Deliverables may be accepted for review only when required for a specific and well-defined purpose and when consented to in advance by the City. Such Deliverables will not be considered as satisfying the requirements of this Agreement and partial or incomplete Deliverables in no way relieve Contractor of its commitments under this Agreement.
11. Applicable Laws
Deliverables must conform with all applicable federal, state, and local laws. Such conformity includes compliance with federal sanctions, and Contractor certifies that it has not and will not engage in prohibited transactions with sanctioned persons or entities.
ATTACHMENT A
1 (Rev. 10.30.18)
EXHIBIT E
COMPENSATION SCHEDULE
The Contractor shall be compensated for the services identified in Exhibit A, Exhibit C, and Exhibit D to this Agreement as follows:
1. Project Price
1.1 The maximum the Contractor shall be paid on this Agreement is $193,100.00 (hereafter the “not to exceed” amount). The “not to exceed” amount includes all payments to be made pursuant to this Agreement, including City approved reimbursable expenses, if any. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.
1.2 Standard Reimbursable Items: Only the reimbursable items identified in Exhibit A, C, and D (Compensation), shall be compensated to the Contractor.
Reimbursable expenses will be reimbursed without markup. Fees plus reimbursable expenses shall not exceed the amount set forth in section 1.1 of this Exhibit and a copy of the original invoice for the items listed in i, ii or iii below shall be attached to the invoice submitted to the City for reimbursement. Payments shall be based upon work documents submitted by the Contractor to the City and accepted by the City as being satisfactory to City’s needs. The City shall not pay a markup on any of the items listed in i, ii or iii.
Additionally, items such a telephone, fax, postage or freight are already included in the billable hourly rate. Contractor shall be reimbursed the direct expenses, which are the actual cost of the following items that are reasonable, necessary and actually incurred, by the Contractor in connection with the services:
i. Expenses, fees or charges for printing, reproduction or binding of documents at actual costs with no markup added to the actual cost.
ii. Any filing fees, permit fees, or other fees paid or advanced by the Contractor at actual costs with no markup added to the actual cost.
iii. Travel expenses shall be reimbu rsed in accordance with the City’s travel policy, which is incorporated herein by reference.
Reimbursement shall be made at actual costs with no markup added to the actual cost.
1.3 The Contractor shall be entitled to receive payments for its work performed pursuant to the Agreement. The City will pay Contractor based on invoices for acceptable work performed and approved until the “not to exceed” amount is reached.
Thereafter, Contractor must complete services based on the Agreement without additional compensation unless there is a material change to the Statement of Work and Scope by a written Amendment.
ATTACHMENT A
2 (Rev. 10.30.18)
1.4 If work is completed before the “not to exceed” amount is reached, the Contractor’s compensation will be based on the Contractor’s invoices previously submitted for acceptable work performed and approved.
1.5 Subcontractor Costs: Compensation for subcontractors shall be limited to the same restrictions imposed on the Contractor. Maximum markup Contractor may apply to subcontractor fees, minus reimbursable expenses, shall not exceed 10%.
2. Price. Below is the price for the services and reimbursable expenses as described in Exhibit A of this Agreement.
Pricing
Pricing is reflected in the table below and includes:
Contractor Annual Software Subscription, Tech Support, CMS Updates, and Website Hosting, pre-paid annual fee, Unlimited Users, Unlimited GB website storage, and Includes Service Level Agreement:
Pricing Year 1 Year 2 Year 3 Year 4 Year 5
Implementation $137,500
Annual Subscription $13,900 $13,900 $13,900 $13,900
Total Annual Costs $137,500 $13,900 $13,900 $13,900 $13,900
Should the implementation extend beyond Year 5, a redesign is included at the end of Year 4 at no additional cost.
Payment Schedule
Payment Amount Payment Date Includes
$68,750.00 11/15/2022 50% of 1 st Year Project Costs
$68,750.00 2/15/2023 50% of 1 st year Project Costs
$13,900.00 11/15/2023 Year 2 of Annual Hostin g & Maintenance $13,900.00 11/15/2024 Year 3 of Annual Hostin g & Maintenance $13,900.00 11/15/2025 Year 4 of Annual Hostin g & Maintenance $13,900.00 11/15/2026 Year 5 of Annual Hostin g & Maintenance
Contractor requires payment for 50% of 1st Year Project Costs to begin work, and work will begin upon receiving initial payment.
Contractor will register with and submit invoices through the City of Stockton Vendor Self-Service Portal. Registration information and portal access is available at www.stocktonca.gov/purchasing.
3. Additional Fees. Should an amendment to the Agreement be issued for additional services that require the following items, the unit prices are as follows:
ATTACHMENT A
3 (Rev. 10.30.18)
Title Unit Price
Additional content migration $3 per page
Additional bandwidth $360 per year/per 50GB per month
Additional website storage $500 per year for each additional 10GB
4. Invoice to Address. Each invoice submitted shall identify the specific task(s) listed in Exhibit A and this Exhibit, and the completed work product/deliverable for the agreed upon price listed in this Exhibit. Invoices shall be submitted through the City of Stockton Vendor Self-Service Portal (See Section 2 above) with a copy forwarded to the below address:
City of Stockton City Manager’s Office
Attention: Community Relations Officer
425 N. El Dorado Street
Stockton, CA 95202
ATTACHMENT A
1 (Rev, 10.30.18)
EXHIBIT F
TIMELINE
1. Consultant shall complete the requested services identified in Exhibit A as follows:
1.1 TIMELINE FOR COMPLETION OF WORK
1.1.1 Phase 1: Project Planning and Analysis Kickoff Meeting 3 weeks
1.1.2 Phase 2: Design Mockups/Wireframes 5 weeks
1.1.2.1 One (1) mockup with unlimited rounds of changes
1.1.2.2 Home page template and inner page design and layout
1.1.2.3 Departmental mockup with unlimited rounds of changes
1.1.2.4 Includes Responsive Web Design
1.1.3 Phase 3: HTML Template Development 3 weeks
1.1.4 Phase 4: CMS Integration & Module Set-up 4 weeks
1.1.3.1 Set-up all CMS modules listed in this agreement
1.1.3.2 Integration with all 3rd party web applications
1.1.5 Phase 5: Quality Assurance Testing,
Customer Development & Accessibility 2 weeks
1.1.6 Phase 6: Site Map Development and Content Migration 4 weeks
1.1.6.1 Site map development and content migration from old website including spell checking and style corrections – Full migration of all webpages and documents
1.1.7 Phase 7: Core Editor Training, Beta Site Review, & 2 weeks Full Staff Training
1.1.8 Phase 8: Go Live 1 week
ATTACHMENT A