HomeMy WebLinkAboutItem 10d - Web Design and Content Management System Services
DATE: October 16, 2018
TO: Honorable Mayor and City Council
FROM: Dominic Lazzaretto, City Manager
By: Michael Bruckner, Assistant to the City Manager
SUBJECT: PROFESSIONAL SERVICES AGREEMENT WITH REVIZE , LLC AKA
REVIZE SOFTWARE SYSTEMS FOR W EBSITE DESIGN AND
CONTENT MANAGEMENT SYSTEM SERVICES IN AN AMOUNT NOT
TO EXCEED $55,950
Recommendation: Approve
SUMMARY
The City of Arcadia website (ArcadiaCA.gov) is the primary communication tool for
residents, businesses, and visitors to access information regarding City services,
community events, and much more. The current City website was launched in 2004 and
upgraded in 2011 and 2015. While it continues to be a functional site, the website’s
design is limited in terms of navigation, search engine optimization, and how information
is organized and presented to the public. Current trends in website design have
necessitated a rethinking of the City’s current format and platform in order to connect
citizens to services in a more streamlined manner. Further, the current Content
Management System (“CMS”) – the backbone of the City’s website that manages public
information, analytics, customer relations, and other important communication and
engagement tools – is cumbersome and outdated by today’s technology standards.
There are several website design and CMS vendors that provide professional services
to the public sector. The City submitted a Request for Proposals (“RFP”) for Website
Design and Content Management System Services and received responses from 10
qualified vendors. After extensive review of all proposals, Revize Software Systems
(“Revize”) is the preferred vendor to support the City in its efforts to not just build a
government website, but a great website that will connect citizens to services and
information as quickly and efficiently as possible. Therefore, it is recommended that the
City Council approve, and authorize and direct the City Manager to execute a
Professional Services Agreement with Revize, LLC, aka Revize Software Systems for
Website Design and Content Management Services in an amount not exceed $55,950.
Professional Services Agreement with Revize Software Systems
October 16, 2018
Page 2 of 4
BACKGROUND
The City of Arcadia issued a Request for Proposals (“RFP”) for Website Design and
Content Management System Services on June 26, 2018. A pre -proposal conference
call was held on July 12, 2018. Written questions from interested vendors were due to
the City by July 17, 2018, and were subsequently responded to. Final proposals were
due on August 7, 2018. The proposals were reviewed by committee and assigned
scores per the City’s Purchasing Policy. Given the specialized nature of the work to be
performed, it was decided that the top three scoring vendors would be interviewed
regarding their work, qualifications, services, and ability to meet the goals for a new
website. These include:
Design the City’s website utilizing current trends in website development in both
the public and private sector to provide a website architecture that is accessible,
easy to use, multi-modal, and engaging to the visitor.
An innovative, cutting-edge, information-ready, turn-key, intuitive, user-friendly,
and robust CMS that includes a full suite of web editing analytics tools and citizen
engagement functions.
A best-in-class search engine for information accessibility, search-ability, and
optimization.
Multilingual translation capabilities pursuant to City policies, industry standards,
and best practices.
The latest technology to support customer service, online services (including
third party integrations), and citizen engagement tools.
Incorporation of multimedia imagery in the website design including high-
definition photography and videography.
Exceptional website and CMS customer support services.
DISCUSSION
A Notice Inviting Bids was published in the City’s adjudicated newspaper, the City’s
website, and bid packages were provided to vendors that perform these services. On
August 7, 2018, the City Clerk received 10 bids. Of the proposals submitted, the top
three scoring vendors were invited for interviews to provide the City with a presentation
of their related work, project experience, understanding of the City’s vision, and usability
of their content management system. The firms were:
Bidder Location Average Score
Jesse James Creative, Inc. New York, NY 75
Revize Software Solutions Troy, MI 74
Evo Studios, Inc. Parker, CO 74
Professional Services Agreement with Revize Software Systems
October 16, 2018
Page 2 of 4
The bids received by these vendors were all within the City’s estimated budget of
$40,000 for this project. After careful review of the proposals and interview
presentations, the review committee selected Revize as the City’s preferred vendor.
Revize has more than 1,200 government clients nationwide and is a pioneer in
implementing the latest trends in design by using Responsive Web Design (“RWD”).
This technology ensures that site visitors have an optimal viewing experience across a
range of devices, including desktops, tablets, and mobile phones. In addition, their
award winning CMS includes a wide variety of customer service and citizen
engagement tools which include, but are not limited to:
Public Service Request App
Calendar of Events
E-notification Modules
Online Payment Portals
Facility/Event Reservations
Emergency Alerts
Online Forms/Survey Tools
Interactive Mapping
Revize submitted a proposal that included $38,100 for website design services and an
annual maintenance fee of $12,900. After review of their quote with the City, Revize
agreed to reduce their costs to align with the City’s goals and objectives. As such, the
revised sales agreement is for $29,400 and the annual maintenance fee is $5,900, pro-
rated for six months or $2,950. Therefore, the total first year project cost is $32,350
which is within the $40,000 budgeted for this project. The annual maintenance fee is
proposed for an additional 4 years at $5,900 per year for a total cost of $23,600.
Therefore, the total contract amount is $55,950.
The annual maintenance fee includes phone support, 24x7x365 portal and email
support, unlimited training, four major CMS upgrades per year, offsite hosting with
industry leading Amazon Web Services, cutting-edge security, unlimited data storage,
and 1TB hard drive servers with redundancy to ensure security, data restoration, and to
minimize downtime.
ENVIRONMENTAL IMPACT
The Professional Services Agreement with Revize, LLC aka Revize Software Systems
is not considered a project as defined by California Environmental Quality Act (“CEQA”)
Section 15378 as a service contract of this nature is considered ministerial.
FISCAL IMPACT
Sufficient funding is available in the FY 2018 -19 City Manager’s Office budget for the
first year of this project. In addition, the City’s annual maintenance fee with the current
vendor is approximately $8,300 per year. The new annual maintenance fee with Revize
is $5,900, generating an annual savings of $2,400. Over the five year contract period,
Professional Services Agreement with Revize Software Systems
October 16, 2018
Page 2 of 4
that is a savings of $12,000, equivalent to roughly 40% of the sale price for the design
work.
RECOMMENDATION
It is recommended that the City Council approve, and authorize and direct the City
Manager to execute a Professional Services Agreement with Revize LLC aka Revize
Software Systems for website design and content management system services in an
amount not exceed $55,950.
Attachments: Professional Services Agreement
Web Services Sales Agreement
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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDING
WEBSITE DESIGN AND CONTENT MANAGEMENT SYSTEM SERVICES
1. PARTIES AND DATE.
This Agreement is made and entered into this ____ day of ______________,
20__ by and between the City of Arcadia, a charter city organized under the
Constitution and laws of the State of California with its principal place of business at 240
West Huntington Drive, Arcadia, California 91066 -6021 ("City") and Revize LLC, aka
Revize Software Systems, a Limited Liability Corporation with its principal place of
business at 1890 Crooks Rd., Suite 340, Troy, MI 48084 ("Consultant"). City and
Consultant are sometimes individually referred to as “Party” and collectively as
“Parties.”
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of
certain professional services required by the City on the terms and conditions set forth
in this Agreement. Consultant represents that it is experienced in providing website
design and content management system services to public clients, is licensed in the
State of California, and is familiar with the plans of City.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the professional website
design and content management system services necessary for the Project
("Services"). The Services are more particularly described in Exhibit "A" attached
hereto and incorporated herein by reference. All Services shall be subject to, and
performed in accordance with, this Agreement, the exhibits attached hereto and
incorporated herein by reference, and all applicable local, state and federal laws, rules
and regulations.
3.1.2 Term. The term of this Agreement shall be from October 17, 2018
to June 30, 2023, unless earlier terminated as provided herein. Consultant shall
complete the Services within the term of this Agreement, and shall meet any other
established schedules and deadlines.
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3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor .
The Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform similar or
different services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall also not b e
employees of City and shall at all times be under Consultant's exclusive direction and
control. Consultant shall pay all wages, salaries, and other amounts due such
personnel in connection with their performance of Services under this Agreement and
as required by law. Consultant shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security taxes,
income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to
perform the Services in conformance with such conditions. In order to facilitate
Consultant's conformance with the Schedule, City shall respond to Consultant's
submittals in a timely manner. Upon request of City, Consultant shall provide a more
detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the prior written approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this
Agreement. Should one or more of such personnel become unavailable, Consultant
may substitute other personnel of at least equal competence upon prior written approval
of City. In the event that City and Consultant cannot agree as to the substitution of key
personnel, City shall be entitled to terminate this Agreement for cause. As discussed
below, any personnel who fail or refuse to perform the Services in a manner acceptable
to the City, or who are determined by the City to be uncooperative, incompetent, a
threat to the adequate or timely completion of the Project or a threat to the safety of
persons or property, shall be promptly removed from the Project by the Consultant at
the request of the City. The key personnel for performance of this Agreement are as
follows: Thomas Jean, Project Manager.
3.2.5 City’s Representative. The City hereby designates Dominic
Lazzaretto, City Manager or his or her designee, to act as its representative for the
performance of this Agreement (“City’s Representative”). City’s Representative shall
have the power to act on behalf of the City for all purposes under this Contract.
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Consultant shall not accept direction or orders from any person other than the City’s
Representative or his or her designee.
3.2.6 Consultant’s Representative. Consultant hereby designates
Thomas Jean, Project Manager or his or her designee, to act as its representative for
the performance of this Agreement (“Consultant’s Representative”). Consultant’s
Representative shall have full authority to represent and act on behalf of the Consultant
for all purposes under this Agreement. The Consultant’s Representative shall supervise
and direct the Services, using his best skill and attention, and shall be responsible for all
means, methods, techniques, sequences and procedures and for the satisfactory
coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's s taff,
consultants and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees . Consultant shall
perform all Services under this Agreement in a skillful and competent manner,
consistent with the standards generally recognized as being employed by professionals
in the same discipline in the State of California. Consultant represents and maintains
that it is skilled in the professional calling necessary to perform the Services. Finally,
Consultant represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to
perform the Services, including a City Business License, and that such licenses and
approvals shall be maintained throughout the term of this Agreement. As provided for in
the indemnification provisions of this Agreement, Consultant shall perform, at its own
cost and expense and without reimbursement from the City, any services necessary to
correct errors or omissions which are caused by the Consultant’s failure to comply with
the standard of care provided for herein. Any employee of the Consultant or its sub -
consultants who is determined by the City to be uncooperative, incompetent, a threat to
the adequate or timely completion of the Project, a threat to the safety of persons or
property, or any employee who fails or refuses to perform the Services in a manner
acceptable to the City, shall be promptly removed from the Project by the Consultant
and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
without giving written notice to the City, Consultant shall be solely responsible for all
costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials,
directors, officers, and employees free and harmless, pursuant to the indemnification
provisions of this Agreement, from any claim or liability arising out of any failure or
alleged failure to comply with such laws, rules or regulations.
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3.2.9.1 Immigration Reform and Control Act. Consultant
acknowledges that Consultant, and all subcontractors hired by Consultant to perform
services under this Agreement, are aware of and understand the Immigration Reform
and Control Act ("IRCA"). Consultant is and shall remain in compliance with the IRCA
and shall ensure that any subcontractors hired by Consultant to perform services under
this Agreement are in compliance with the IRCA. In addition, Consultant agrees to
indemnify, defend and hold harmless the City, its directors, officials, officers and
employees, from any liability, damages or causes of action arising out of or relating to
any claims that Consultant's employees, or the employees of any subcontractor hired by
Consultant, are not authorized to work in the United Stat es for Consultant or its
subcontractor and/or any other claims based upon alleged IRCA violations committed
by Consultant or Consultant's subcontractor(s).
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not
commence Work under this Agreement until it has provided evidence satisfactory to the
City that it has secured all insurance required under this section. In addition, Consultant
shall not allow any subcontractor to commence work on any subcontract until it has
provided evidence satisfactory to the City that the subcontractor has secured all
insurance required under this section; provided, however, that in lieu thereof, the
Consultant may provide evidence to the City that all subcontractors are additional
insureds under the Consultant’s policies of insurance.
3.2.10.2 Minimum Requirements. Consultant shall, at its
expense, procure and maintain for the duration of the Agreement insurance against
claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the Agreement by the Consultant, its agents,
representatives, employees, subcontractors and volunteers. Consultant shall also
name and obtain insurer’s consent to naming City, its directors, officials, officers, and
employees as an additional insured with proof of certificate of insurance that they are an
additional insured. Such insurance shall meet at least the following minimum levels of
coverage:
(A) Minimum Scope of Insurance. Coverage shall be
when commercially available (occurrence based) at least as broad as the latest version
of the following: (1) General Liability: Insurance Services Office Commercial General
Liability coverage for premises and operations, contractual liability, personal injury,
bodily injury, independent contractors, broadform property damage, explosion, collapse,
and underground, products and completed operations (2) Automobile Liability:
Insurance Services Office Business Auto coverage for any auto owned, leased, hired,
and borrowed by Consultant or for which Consultant is responsible; and (3) Workers’
Compensation and Employer’s Liability: Workers’ Compensation insurance as required
by the State of California and Employer’s Liability Insurance.
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The City, its directors, officials, officers, and employees shall be listed as additional
insured. Any deductibles or self -insured retentions must be declared to and approved
by City and conform to the requirements provided in Section 3.2.10.6 herein.
(B) Minimum Limits of Insurance. Consultant shall
maintain limits no less than: (1) General Liability: $1,000,000 combined single limit per
occurrence for bodily injury, personal injury and property damage, with an aggregate
limit of $1,000,000. If Commercial General Liability Insurance or other form with general
aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required
occurrence limit; (2) Automobile Liability: $1,000,000 combined single limit per accident
for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s
Liability: Workers’ Compensation limits as required by the Labor Code of the State of
California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or
disease.
3.2.10.3 Professional Liability. Consultant shall procure and
maintain, and require its sub-consultants to procure and maintain, for a period of three
(3) years following completion of the Project, errors and omissions liability insurance
appropriate to their profession. Such insurance shall be in an amount not less than
$1,000,000 per claim, and shall be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies
shall contain the following provisions, or Consultant shall provide endorsements on
forms supplied or approved by the City to add the following provisions to the insurance
policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, and employees shall
be covered as additional insured with respect to liability arising out of Services
operations and for completed operations performed by or on behalf of the Consultant,
including materials, parts or equipment furnished in connection with such work; and (2)
the insurance coverage shall be primary insurance as respects the City, its directors,
officials, officers, and employees, or if excess, shall stand in an unbroken chain of
coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or
self-insurance maintained by the City, its directors, officials, officers, employees and
volunteers shall be excess of the Consultant’s insurance and shall not be called upon to
contribute with it in any way.
(B) Automobile Liability. The automobile liability policy
shall be endorsed to state that: (1) the City, its directors, officials, officers, and
employees shall be covered as additional insureds with respect to the ownership,
operation, maintenance, use, loading or unloading of any auto owned, leased, hired or
borrowed by the Consultant or for which the Consultant is responsible; and (2) the
insurance coverage shall be primary insurance as respects the City, its directors,
officials, officers, and employees, or if excess, shall stand in an unbroken chain of
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coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or
self-insurance maintained by the City, its directors, officials, officers, and employees
shall be excess of the Consultant’s insurance and shall not be called upon to contribute
with it in any way.
(C) Workers’ Compensation and Employers Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its
directors, officials, officers, and employees for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or
canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested of cancellation, of intended non-renewal or endorsement reduction in limit or
scope of coverage; provided, however, that in the event of cancellation due solely to
non-payment of premium, ten (10) days notice of cancellation for non-payment of
premium may instead be given to the City.; and (B) any failure to comply with reporting
or other provisions of the policies, including breaches of warranties, shall not affect
coverage provided to the City, its directors, officials, officers, and employees.
3.2.10.5 Separation of Insureds; No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds
provisions. In addition, such insurance shall not contain any special limitations on the
scope of protection afforded to the City, its directors, officials, off icers, and employees.
3.2.10.6 Deductibles and Self-Insurance Retentions. Any
deductibles or self-insured retentions must be declared to and approved by the City.
Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall
reduce or eliminate such deductibles or self -insured retentions as respects the City, its
directors, officials, officers, and employees; or (2) the Consultant shall procure a bond
guaranteeing payment of losses and related investigation costs, claims and
administrative and defense expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed
with insurers with a current A.M. Best’s rating no less than A:VII, admitted or approved
to do business in California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with complete and accurate copies of current certificates of insurance and
endorsements effecting coverage required by this Agreement on forms satisfactory to
the City. The certificates and endorsements for each insurance policy shall be signed
by a person authorized by that insurer to bind coverage on its behalf, and shall be on
forms provided by the City if requested. Copies of all certificates and endorsements
must be received and approved by the City before work commences. The City reserves
the right to require complete, certified copies of all required insurance policies, at any
time.
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3.2.10.9 Safety. Consultant shall execute and maintain its
work so as to avoid injury or damage to any person or property. In carrying out its
Services, the Consultant shall at all times be in compliance with all applicable local,
state and federal laws, rules and regulations, and shall exercise all necessary
precautions for the safety of employees appropriate to the nature of the work and the
conditions under which the work is to be performed. Safety precautions as applicable
shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang
planks, confined space procedures, trenching and shoring, equipment and other safety
devices, equipment and wearing apparel as are necessary or lawfully required to
prevent accidents or injuries; and (C) adequate facilities for the proper inspection and
maintenance of all safety measures.
3.2.10.10 Material Breach. Lack of insurance does not negate
Consultant’s obligations under this Agreement. Maintenance of proper insurance
coverage is a material element of this Agreement and failure to maintain or renew
coverage or to provide evidence of renewal may be treated by the City as a material
breach of the Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
reimbursements which receive the City’s prior written authorization, for all Services
rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and
incorporated herein by reference. The total compensation shall not exceed Fifty-Five
Thousand Nine Hundred Fifty Dollars ($55,950) without written approval of the City
Manager. Extra Work may be authorized, as described below, and if authorized, will be
compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a
monthly itemized statement which indicates work completed and hours of Services
rendered by Consultant. The statement shall describe the amount of Services and
supplies provided since the initial commencement date, or since the start of the
subsequent billing periods, as appropriate, through the date of the statement. City
shall, within forty-five (45) days of receiving such statement, review the statement and
pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed
for any expenses unless prior written authorization is obtained from the City.
3.3.4 Extra Work. At any time during the term of this Agreement, City
may request that Consultant perform Extra Work. As used herein, "Extra Work" means
any work which is determined by City to be necessary for the proper completion of the
Project, but which the parties did not reasonably anticipate would be necessary at the
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execution of this Agreement. Consultant shall not perform, nor be compensated for,
Extra Work without prior written authorization from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice
to Consultant, terminate the whole or a ny part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof, at least seven (7) days before the effective date of such
termination. Upon termination, Consultant shall be compensated only for those services
which have been adequately rendered to City, and Consultant shall be entitled to no
further compensation. Consultant may not terminate this Agreement except for cause.
A termination without cause by City shall not act as or be deemed a waiver of any
potential known or unknown City claims associated with Consultant’s performance prior
to the date of termination.
3.5.1.2 Effect of Termination. If this Agreement is terminated
as provided herein, City may require Consultant to provide all finished or unfinished
Documents and Data and other information of any kind prepared by Consultant in
connection with the performance of Services under this Agreement. Consultant shall be
required to provide such document and other information within fifteen (15) days of the
request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms
and in such manner as it may determine appropriate, services similar to those
terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
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Consultant:
Revize, LLC
Attn: Thomas Jean
1890 Crooks Rd, Ste. 340
Troy, MI 48084
City:
City of Arcadia
240 West Huntington drive
Arcadia, CA 91007
Attn: City Manager’s Office
Such notice shall be deemed made when personally delivered or when mailed, forty -
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property.
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual
property embodied in plans, specifications, studies, drawings, estimates, and other
documents or works of authorship fixed in any tangible medium of expression, including
but not limited to, physical drawings or data magnetically or otherwise recorded on
computer diskettes, which are prepared or caused to be prepared by Consultant under
this Agreement (“Documents & Data”). Consultant shall require all subcontractors to
agree in writing that City is granted a non-exclusive and perpetual license for any
Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard
to Documents & Data which were prepared by design professionals other than
Consultant or provided to Consultant by the City. City shall not be limited in any way in
its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City’s sole risk.
3.5.3.2 Confidentiality. Except as otherwise required by
California law, all ideas, memoranda, specifications, plans, procedures, drawings,
descriptions, computer program data, input record data, written information, and other
Documents and Data either created by or provided to Consultant in connection with the
performance of this Agreement shall be held confidential by Consultant. Such materials
shall not, without the prior written consent of City, be used by Consultant for any
purposes other than the performance of the Services. Nor shall such materials be
disclosed to any person or entity not connected with the performance of the Services or
the Project. Nothing furnished to Consultant which is otherwise known to Consultant or
is generally known, or has become known, to the related industry shall be deemed
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confidential. Consultant shall not use City's name or insignia, photographs of the
Project, or any publicity pertaining to the Services or the Project in any magazine, trade
paper, newspaper, television or radio production or other similar medium without the
prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with
one another, and shall take any additional acts or sign any additional documents as
may be necessary, appropriate or convenient to attain the purposes of this Agre ement.
3.5.5 Indemnification.
3.5.5.1 To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold the City, its officials, officers, and employees free and
harmless from any and all claims, demands, causes of action, costs, expenses, liability,
loss, damage or injury, in law or equity, to property or persons, including wrongful death,
in any manner arising out of or incident to any alleged acts, omissions or willful
misconduct of Consultant, its officials, officers, emp loyees, agents, consultants and
contractors arising out of or in connection with the performance of the Services, the
Project or this Agreement, including without limitation the payment of all consequential
damages and attorney’s fees and other related cos ts and expenses. Notwithstanding
the foregoing, to the extent Consultant’s Services are subject to Civil Code Section
2782.8, the above indemnity shall be limited, to the extent required by Civil Code
Section 2782.8, to claims that arise out of, pertain t o, or relate to the negligence,
recklessness, or willful misconduct of the Consultant. Consultant shall defend with
Legal Counsel of City’s choosing, at Consultant’s own cost, expense and risk, any and
all such aforesaid suits, actions or other legal proc eedings of every kind that may be
brought or instituted against City, its directors, officials, officers, and employees.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors, officials, officers, and employees, in any such suit, action or
other legal proceeding arising from Consultant’s performance of the Services, the
Project or this Agreement; except to the extent that liability is caused by the active
negligence or willful misconduct by the City or its directors, officials, officers, and
employees. Consultant shall reimburse City and its directors, officials, officers, and
employees, for any and all legal expenses and costs incurred by each of them in
connection therewith or in enforcing the indemnity herein provided. Consultant’s
obligation to indemnify shall not be restricted to insurance proceeds, if any, received by
the City, its directors, officials, officers, and employees, and shall take effect
immediately upon execution of this Agreement.
3.5.5.2 The duty to defend and to hold harmless, as set forth
above, shall include the duty to defend as established by Section 2778 of the California
Civil Code, and the duty to defend shall arise upon the making of any claim or demand
against the City, its respective officials, officers, agents, employees and representatives,
notwithstanding that no adjudication of the underlying facts has occurred, and whether
or not Consultant has been named in the claim or lawsuit.
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3.5.6 Entire Agreement. This Agreement contains the entire Agreement
of the Parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both Parties.
3.5.7 Attorney’s Fees. If either party commences an action against the
other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and
recover from the losing party reasonable attorneys’ fees and all other costs of such
action.
3.5.8 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.10 City's Right to Employ Other Consultants. City reserves right to
employ other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer.
3.5.13 Construction; References; Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for
or against any Party. Any term referencing time, days or period for performance shall
be deemed calendar days and not work days. All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
and employees except as otherwise specified in this Agreement. The captions of the
various articles and paragraphs are for convenience and ease of reference only, and do
not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.5.14 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
Revised 04/13
12
benefit, privilege, or service voluntarily given or performed by a Party shall give the
other Party any contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. For breach or violation of this warranty, City shall have the
right to rescind this Agreement without liability. For the term of this Agreement, no
member, officer or employee of City, during the term of his or her service with City, shall
have any direct interest in this Agreement, or obtain any present or anticipated material
benefit arising therefrom.
3.5.19 Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex, sexual orientation or age. Such non -discrimination shall
include, but not be limited to, all activities related to initial employment, upgrading,
demotion, transfer, recruitment or recruitment advertising, layoff or termina tion.
Consultant shall also comply with all relevant provisions of City's Minority Business
Enterprise program, Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self-insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power
and authority to conduct its business and to execute, deliver, and perform the
Agreement. Each Party warrants that the individuals who have signed this Agreement
have the legal power, right, and authority to make this Agreement and bind each
respective Party.
3.5.22 Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original.
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3.5.23 Exhibits and Recitals. All Exhibits and Recitals contained herein
are hereby incorporated into this Agreement by this reference.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein,
without prior written approval of City. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Agreement.
In witness whereof the Parties have executed this Professional Services
Agreement on the date set forth below.
CITY OF ARCADIA REVIZE, LLC AKA REVISE
SOFTWARE SYSTEMS
By __ By ____________________________
Dominic Lazzaretto Signature
City Manager
Date: ______________________ ______________________________
Print Name and Title
ATTEST: Date: _________________________
___________________________ By____________________________
City Clerk Signature
APPROVED AS TO FORM: ______________________________
Print Name and Title
___________________________ Date: _________________________
Stephen P. Deitsch
City Attorney
A-1
EXHIBIT "A"
SCOPE OF SERVICES
As part of this Agreement Revize, LLC will provide a full Enterprise Revize CMS
Software license for the City’s website and intranet. Revize, LLC will maintain, update,
and host the Revize CMS during the contract period.
1. Project planning, analysis, and statement of work
2. Discovery and design of City website and intranet
a. Includes 1 design with up to 3 rounds of changes
b. Home page template and inner page design and layout
c. Includes responsive web design
3. Template development
a. Set-up all CMS modules
b. Identify all current 3rd party applications and integrate with new format
4. Quality assurance and testing
5. Content migration up to 1,000 pages and 2,000 documents
a. Site map development/content development
b. Content migration from old site to new site, including spell checking and
style corrections
6. CMS training
7. Go Live
Additional Services:
1. Free redesign in year 4 of this agreement
2. Updates to CMS modules
3. Hosting
4. Unlimited data storage
5. Unlimited tech support
6. Security services with redundancy and back-up
7. No cost data restoration
8. Any and all additional applications and services as listed in the Revize Web
Services Sales Agreement (Exhibit “D”).
B-1
Exhibit "B"
SCHEDULE OF SERVICES
Project Timeline
Phase When Duration
Phase 1: Initial Meeting, Communication
Strategy, SOW
Weeks 1 thru 3
3 Weeks
Phase 2: Discovery & Design
Weeks 4 thru 8
5 Weeks
Phase 3: Template Development, CMS
Integration
Weeks 9 thru 11
3 Weeks
Phase 4: Module Setup
Weeks 12 thru 14
3 Weeks
Phase 5: Custom Development
Weeks 15 thru 16
2 Weeks
Phase 6: Quality Assurance Testing
Week 17
1 Week
Phase 7: Sitemap Development/Content
Migration
Weeks 18 thru 20
3 Weeks
Phase 8: Content Editor and Web
Administrator Training on new website, final
content changes and Go Live preparation
Week 21
1 Week
Go-Live (Average)
16-21 Weeks
C-1
Exhibit "C"
COMPENSATION
Page 1 of 5
Revize Web Services Sales Agreement
This Sales Agreement is between The City of Arcadia, California (“CLIENT”) and Revize LLC, aka
Revize Software Systems, (“Revize”). Federal Tax ID# 20-5000179 Date: 9-27-18
CLIENT INFORMATION: REVIZE LLC:
Company Name: City of Arcadia Revize Software Systems
Company Address: 240 W. Huntington Dr. 1890 Crooks, Suite 340
Company City/State/Zip: Arcadia, CA 91066 Troy, MI 48084
Contact Name:
Michael Bruckner 626.574.5433
mbruckner@arcadiaca.gov
248-269-9263
Client Website Address: www.arcadiaca.gov
The CLIENT agrees to purchase the following products and services provided by REVIZE:
Quantity
Description
Price
1 Phase 1: Project Planning and Analysis, SOW, onetime fee:
$500.00
1
Phase 2 – Discovery & Design from Scratch, onetime fee:
1 mockup with up to 3 rounds of changes
Home page template and inner page design and layout.
Includes Responsive Web Design
$5,500.00
1
Phase 3 & 4 – Revize Template Development, onetime fee:
Set-up all CMS modules listed in this agreement
Integration with all 3rd party web applications
$13,200.00
1
Phase 5 – Quality Assurance Testing, onetime fee: $1,900.00
1
Phase 6 – Content Migration up to 1,000 webpages & 2,000 documents:
Site map development/content development top tier department home pages
content migration from old website including spell checking and style
corrections
$7,700.00
1 Phase 7 –Content Editing Training, One-day session, onetime fee: $600.00
1 Phase 8 – Go Live: Included
1 Revize Annual Software Subscription, Tech Support, CMS Updates, and Website
Hosting, pre-paid annual fee, Unlimited Users, Unlimited GB website storage: $5,900.00
1 Maximum Grand Total First Year $35,300.00
Page 2 of 5
Payment Schedule
Payment Amount Payment
Date
Includes
$22,050
10/31/2018 75% Project Costs
$7,350
1/31/2019
25% Project Costs
$2,950
1/31/2019
Annual Hosting & Maintenance (prorated)
$5,900
7/1/2019
Year 1 of Annual Hosting & Maintenance
$5,900
7/1/2020
Year 2 of Annual Hosting & Maintenance
$5,900
7/1/2021
Year 3 of Annual Hosting & Maintenance
$5,900
7/1/2022
Year 4 of Annual Hosting & Maintenance (Includes redesign)
Terms:
1. Payments: All Invoices are due upon receipt. Work begins upon receiving initial payment.
2. Revize requires a check for $22,050 to start this project. Remainder of cost balance due on 1/31/2019
3. The annual hosting and maintenance fee will be prorated at $2950 starting at the completion of phase 7 or
1/31/2019, whichever comes first, through 6/30/2019. First full annual hosting and maintenance costs will be
due on 7/1/2019, which is the date of annual renewal.
4. Additional content migration, if requested, is available for $3 per web page or document.
5. This sales agreement is the only legal document governing this sale.
6. Both parties must agree in writing to any changes or additions to this Sales Agreement.
7. This Sales Agreement is subject to the laws of the State of California.
8. Revize will provide a free redesign of the website in year 4 of the agreement. This assumes the C ity agrees
to 4 consecutive years of annual software subscription, tech support, CMS updates, and hosting.
9. Client also receives all updates to all CMS modules for the life of the contract. And you own the technology,
design and content!
10. Unless otherwise agreed upon, Revize does not migrate irrelevant records, past calendar events or news
items, images not conforming with new website layout, past bid results, or data coming from features not
included in the new website.
11. Storage is limited only to relevant website data. Unreasonably large folders of documents or images are not
permitted. Examples include, but are not limited to, plat/property maps, tax records, GIS data, etc.
Page 3 of 5
Enterprise Revize CMS License
As part of this agreement Revize Software Systems, LLC. will provide to the Client a full Enterprise
Revize CMS Software license. This software is a proprietary software built and maintained by Revize
Software Systems LLC. and is intended to allow for the Client to easily update the content of their
website. Client agrees that this license will only be used to maintain the websites included in this
agreement. Sharing of the content management system, by the Client, with other entities not identified in
this agreement is prohibited.
Revize will maintain, update, and host the Revize CMS during the contract period. In the event that the
contract is terminated, for any reason, Revize will provide the latest version of the Revize CMS to the
Client. This system will then have the ability to be hosted and used by the Client as long as they wish.
Revize will provide reasonable support in transferring the CMS system to the Client’s decided upon
hosting architecture.
Products Client Owns Include:
· Revize CMS License
· Hosted Website
· Source Files
· All Included Revize Web Applications
· Design & Page Content
AGREED TO BY: CLIENT REVIZE
Signature of Authorized Person:
Name of Authorized Person: ______ Thomas Jean ___
Title of Authorized Person Project Manager ___
Date:
Please sign and return to: Thomas@revize.com Fax 1-866-346-8880
Page 4 of 5
Revize will integrate the following web applications into your website
Citizen’s Communication Center Apps
Notification Center with Text/Email Alerts
Bid Posting
Document Center
Email Notify
FAQs
Job Posting
Multi use Business Directory
News Center with Facebook/Twitter Integration
Online Forms
Photo Gallery
Quick Link Buttons
Revize Web Calendar
“Share This” Social Media Flyout App
Sliding Feature Bar
Language Translator
Citizen’s Engagement Center Apps
Citizen Request Center with Captcha
Public Service Request
Public Records Request App
Citizen Connect (Community Blog)
Online Bill Pay
RSS Feed
Staff Productivity Apps
Agenda Posting Center
Job Posting App
Image Manager
iCal Integration
Intranet
Link Checker
Menu Manager
Online Form Builder
Staff Directory
Website Content Archiving
Website Content Scheduling
Newsletter App
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Site Administration and Security Features
Audit Trail
Auto Site Map Generator
Dreamweaver Extension (Revize API)
History Log
Intranet (Secure Area)
URL Redirect Setup
Roles and Permission-based Security Mode
Secure Site Gateway
Unique Login/Password for each Content Editor
Web Statistics and Analytics
Workflows by Department
Mobile Device and Accessibility Features
Font Size Adjustment
Alt-Tags
Responsive Website Design (RWD)