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AGR-6858.2 - GRANICUS LLC - SECOND AMENDMENT TO MASTER SUBSCRIPTION AGREEMENT - SEPT 23, 2020R-t Bsg-. SECOND AMENDMENT TO MASTER SUBSCRIPTION AGREEMENT THIS SECOND AMENDMENT TO MAST +R UBSCRIPTIONAGREEMENT(the First Amendment")is made and entered into as of 23 2020,by and between the CITY OF ORANGE, a municipal corporation("Customer"), and GRANICUS,LLC, a Minnesota Limited Liability Company("Granicus"),with reference to the following: A. Customer and Granicus entered into a Master Subscription Agreement(Agreement No. 6858) dated as of October 8, 2019, which is incorporated herein by this reference (the Original Agreement"); and B. Customer and Granicus amended the Original Agreement to revise the Scope of Services and increase the compensation by that certain First Amendment to Professional Services Agreement (Agreement No. 6858.1) dated as of July 13, 2020, which is incorporated herein by this reference (the"First Amendment"); and C. Customer and Granicus desire to further amend the Original Agreement to modify, amend and supplement certain portions of the Original Agreement to add a Scope of Work,revise the Term and increase the compensation. NOW,THEREFORE,the parties hereby agree as follows: Section 1. Defined Terms. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Original Agreement. Section 2. Cross-References. Customer and Granicus agree that all references in this Second Amendment are deemed and construed to refer to the Original Agreement,as implemented by this Second Amendment. Section 3. Additional Scope of Work. The Scope of Work("SOW"), Section 2.1, is supplemented to include the services described in Exhibit A of this Second Amendment(Proposal dated July 31,2020),which is attached hereto and incorporated herein by this reference. Section 4. ' Compensation. The total not-to-exceed compensation for the SOW in Exhibit A shall not exceed TWO HUNDRED THOUSAND ONE HUNDRED TWENTY-FOUR DOLLARS and 09/100 ($200,124.09). Section 5. Term. The Term of the SOW in Exhibit A shall be as provided in Exhibit A. Section 6. Inte ration. This Second Amendment amends, as set forth herein, the Original Agreement and, except as specifically amended hereby, the Original Agreement shall remain in full force and effect. To the extent that there is any conflict or inconsistency between the terms and provisions of this Second Amendment and the terms and provisions of the Original Agreement,the terms and provisions of this Second Amendment shall control and govern the rights and obligations of the parties. IN WITNESS of this Agreement,the parties enter into this Agreement on the year and day first above written. CONTRACTOR" CITY" GRANICUS, LLC, a Minnesota Limited CITY OF ORANGE, a municipal corporation Liability Company B . B . GYY Printed Na Mar A. Murphy, Mayor Title: By: ATTEST: Printe Name: Title: Pamela Coleman, City Clerk APPROVED AS TO FORM: l Jl.. Mary E. Bi ing Senior Assistant City Attorney NOTE:If Contractor is a corporation,the City requires the following signature(s): 1) the Chairman of the Board, the President or a Vice-President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office,please so indicate. OR The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement,must be provided to the City. 2 EXffiBIT "A" ADDITIONAL SCOPE OF WORK Behind this page.] Exhibit A Granicus Proposal for Orange, CA Name:John Redfern Phone:+1 3102660243 Email:john.redfern@granicus.com Quote Number:Q-112659 Prepared On:7/31/2020 Valid Through:9/8/2020 Payrv ent Terms: Net 30(Payments for subscriptions are due at the beginning of the period of performance.) Currency:USD I--- -- - - -- - Billing ( iSolution Frequency s Quantity/Unit One-Time Fee i Dept Branding: Interior Page Customization Tier 2 Milestones-40/ 2 Each 10,000.00 20/20/20 govAccess-Web Design and Implementation-Independent Sub Milestones-40/ 1 Eaeh 11,300.00. 2020/20 govAccess Enterprise Search(Implementation)Milestones-40/ 1 Each 1,350.0020/20/20 De t Brandin Interior Pa e Customization Tier 3 Milestones-40/ p g g 20/20/20 3 Each 7,500.00 Accessibiliry(Web-only)Training and Consultation-Standard Upon Delivery 1 Each 5,000.00' Content Strategy Package-Prernium Milestones-40/ 1 Each 17,500.00 20/20/20 Customizations(Non-recurring)-govAccess Milestones-40/ 1 Each 4,500.00 20/20/20 govAccess-Website Design and Implementation-Trailblazer Milestones-40% 1 Each 46,500.00 20/20/20 SUBTOTAL: $103,650.00 e. f B Iling Solution Frequency ; Quantity/Unit i Annual Eee , L__ o.00. govAccess-Maint/Hosting/License Fee-Independent Sub Annual 1 Each first year free* govAccess Enterprise Search(Tier 2)Annual 1 Each 4,499.00 Customizations(Rewrring)-govA`ccess Annual 1 Each 675.00 0.00 govAccess-Maintenance,Hosting,&Licensing Fee-Core Annual 1 Each firstyear free* SUBTOTAL: 5,174.00 Please note,annucrl fees for new subscriptions will be prorated to align to Client's then-current billing term.Exceptions include Recurring Captioning Services,SMS,and Targeted Messages. The invoice will indude a credit equivalent to the price of one year of solutions marked by first year free. Credit provided is the equiva/ent of the annual charge. For agreements less than one year,the full credit amount will be applied to the rst term s invoice. Upon renewal,products will be invoiced at the rates below. i Solution(s) 11/8/2020-11/7/2021 i+ 71/8R021 -11/7/2022 l._.___._'______`_-_ .-.- -.__-.-.-__- ___.__`---JL_._-__ govAccess-Maint/Hosting/License Fee- Independent Sub 2,520.00 2,646.00 govAccess Enterprise Search(Tier 2)4,723.95 4,960.15 Customizations(Recurring)-govAccess 708.75 744.,g govAccess-Maintenance, Hosting,& Licensing Fee-Core 13,230.00 13,891.50 59J BTOTAL:21,182.70 22,241.84 IName iDescription ,_------- --- govAccess-Maint/ Maintenance, Hosting and Licensing includes the following for the client's Independent Subsite: . Hosting/License Fee- • Monthly software updates Independent Sub Unlimited technical support(6:00 AM-6:00 PM PT,Monday-Friday) Access to training webinars and on-demand video library Access to best practice webinars and resources Annual health check with research-based recommendations for website optimization DDoS mitigation Disaster recovery with 90-minute failover(RTO).and 15-minute data replication(RPO) r - - Name Description Dept Branding: govAccess will produce a custom,single column HTML layout using up to five(5)custom styled Interior Page widgets. Each widget will contain its own unique set of configurable settings. Customization Tier 2 govAccess-Web Independent Subsite Package offers a mutually agreed upon wireframe based on department Design and needs from Granicus'selection of templates.The package includes: Implementation- Unique design theme, including color palette for landing page and interior pages Independent Sub Unique header and footer Unique navigation design Individual URL and search capabilities Optional custom mobile homepage(included) govAccess Enterprise Configure software to index/crawl public 3rd parry applications and other non-govAccess Search websites. Implementation) govAccess Enterprise Index public 3rd party applications and other non-govAccess websites.Tier 2 solution includes Search(Tier 2) up to 250,000 pages/documents, up to three(3)search engines,and an unlimited annual search volume. Dept Branding: govAccess will produce up to five(5)custom widget displays on a single page based on existing Interior Page default widget functionality. Each widget will contain its own unique set of configurable Customization Tier 3 settings. Each custom widget will be built for re-use across all other interior pages. Accessibility(Web- Granicus will provide a front-end website design,excluding third-party tools,compliant with only)Training and WCAG 2.0 upon completion and only to the extent validated by Granicus'accessible content Consultation- formatting and testing process.This service includes standard training and services to help the Standard client get started creating and maintaining an accessible website. Design website in compliance with WCAG 2.0 standards Test website to WCAG 2.0 standards using automated tool Develop the client's accessibility statement Training in accessibility-focused CMS functions Reformat up to 25 of the client's pages to comply with WCAG 2.0 standards Onsite Web Accessibility Training in accessibility-focused CMS functions,including what the standards are,why they are important and how to create compliant content Name Descri tion Content Strategy The Premium Content Strategy Package will introduce staff members to content strategy and Package-Premium writing for the Web and includes: On-site consultation and process meeting to create a custom content strategy process Web analytics report detailing content strategy opportunities(Available only if Granicus is granted access to the client's analytics) On-site content strategy and plain language writing for the Web Training customized for the client,including group exercises updating the client's content Content development and migration best practices guide Website content best practices guide Website persona exercise materials Communicating with your audience exercise materials Task process evaluation exercise materials Writing for the Web textbook Revise 100 web pages of the clienYs choosing to comply with content strategy best practices Customizations The following described service is a"Customization".A"Customization"is non-standard Recurring)- functional programming that is unique to a particular client and can potentially conflict with govAccess visionLive updates. Customizations(Non- The following described service is a"Customization".A"Customization"is non-standard recurring)- functional programming that is unique to a particular client and can potentially conflict with govAccess visionLive updates. Parking Availability widget Granicus will build a Parking Availability widget that displays current(with a possible short delay depending on performance assessment)parking spot availability in garages and lots. Graphic design will be provided by Granicus design team.The data will be provided by the City's Signal-Tech server in an XML format.The Ciry will be responsible for setting up access via a URL to the XML dataset. Marne I Description govAccess- The govAccess Maintenance, Hosting,and Licensing plan is designed to equip the client with IVlaintenance, the technology,expertise and training to keep the client's website relevant and effective over Hosting,&Licensing time. Fee-Core Services include the following: Ongoing software updates Unlimited technical support(6:00 AM-6:00 PM PT,Monday-Friday) Access to training webinars and on-demand video library Access to best practice webinars and resources Annual health check with research-based recommendations for website optimization DDoS mitigation Disaster recovery with 90-minute failover(RTO)and 15-minute data replication(RPO) govAccess-Website ,Website Design and Implementation-Trailblazer provides a citizen focused website and Design and includes: Implementation- Advanced UX Consultation,which may include one(1)or more of the following: Trailblazer 1. One(1)s.ite analytics report 2. One(1)heatmap analysis 3. One(1)internal stakeholder survey 4. One(1)community stakeholder survey 5. One(1)remote user testing of top tasks Three(3)customerjourneys(top tasks or heavilyvisited webpages)identified for optimization-Fully customized homepage wireframe Fully responsive design Custom mobile homepage or standard mobile responsive homepage Video background or standard rotating image carousel(switchable at any time) Three(3)specialty alternate homepages-Choose from Granicus'library including emergencies,election night,special events Three(3)customer experience features-Choose from Granicus'library including service finder,geo finder,or data visualization banner Programming/CMS implementation Migrate u,p to 200 webpages Ten(10)forms converted into the new CMS Three(3)days of on-site consultation/training to be applied towards additional project management or training(two(2)of three(3)days must be consecutive) Client will be eligible to request a basic redesign credit for one(1)govAccess main website after completing four 4)years.of uninterrupted subscription services for govAccess. Client must request the basic redesign credit prior to the end of year four(4)of uninterrupted govAccess subscription services. The redesign will be available after payment of the annual invoice for year four(4)of uninterrupted govAccess subscription services. The basic redesign credit will only be available if there are no outstanding govAccess invoices at the.time the request is.made. Any termination.of the Agreement or govAccess subscription services prior to the end of the initial term renders the basic redesign credit offer null and void. Granicus will not develop a sitemap or new content as an included part of any free redesign work,but will assist the Client in transferring existing content into the new design. The basic redesign credit will be equivalent to either: A template selected from the then-current Granicus best practices library,or; A dollar credit not to exceed$8,000.00 applied towards a custom redesign of one(1.)existing main website. This quote is exclusive of applicable state,local,and federal taxes,which,if any,will be included in the invoice.It is the responsibility of Orange,CA to provide applicable exemption certificate(s). Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription. If submitting a Purchase Order,please include the following language:All pricing,terms and conditions of quote Q-112659 dated 7/31/2020 are incorporated into this Purchase Order by reference. Billing Frequency Notes(Milestones-40/20/20/20): An initial payment equal to 40%of the total; A payment equal to 20%of the total upon Granicus'delivery of the draft homepage design concepts to the Client; A payment equal to 20%of the total upon implementation of the main website into the VCMS on a Granicus=hosted development server;and A payment equal to 20%of the total upon completion;provicJed,however that the Client has completed training. If the Client has not completed training,then Granicus shall invoice the Client at the earlier of: completion of training or 21 days after completion. Granicus certifies that it will not sell,retain,use,or disclose any personal information provided by Client for any purpose other than the specific purpose of performing the services outlined within this Agreement. The initial subscription term includes all the subscription years noted in quote Q-112659 dated 8/13/2020 and must be awarded to receive the first year free promotion.The subscription term begins upon date of document signature or award. R-1 8sg•. SECOND AMENDMENT TO MASTER SUBSCRIPTION AGREEMENT THIS SECOND AMENDMENT TO MAST R UBSCRIPTIONAGREEMENT(the First Amendment")is made and entered into as of 23 2020,by and between the CITY OF ORANGE, a municipal corporation("Customer"), and GRANICUS,LLC, a Minnesota Limited Liability Company("Granicus"),with reference to the following: A. Customer and Granicus entered into a Master Subscription Agreement(Agreement No. 6858) dated as of October 8, 2019, which is incorporated herein by this reference (the Original Agreement"); and B. Customer and Granicus amended the Original Agreement to revise the Scope of Services and increase the compensation by that certain First Amendment to Professional Services Agreement (Agreement No. 6858.1) dated as of July 13, 2020, which is incorporated herein by this reference (the"First Amendment"); and C. Customer and Granicus desire to further amend the Original Agreement to modify, amend and supplement certain portions of the Original Agreement to add a Scope of Work,revise the Term and increase the compensation. NOW, THEREFORE,the parties hereby agree as follows: Section 1. Defined Terms. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Original Agreement. Section 2. Cross-References. Customer and Granicus agree that all references in this Second Amendment are deemed and construed to refer to the Original Agreement,as implemented by this Second Amendment. Section 3. Additional Scope of Work. The Scope of Work("SOW"), Section 2.1, is supplemented to include the services described in Exhibit A of this Second Amendment(Proposal dated July 31, 2020),which is attached hereto and incorporated herein by this reference. Section 4. Compensation. The total not-to-exceed compensation for the SOW in Exhibit A shall not exceed TWO HUNDRED THOUSAND ONE HUNDRED TWENTY-FOUR DOLLARS and 09/100 ($200,124.09). Section 5. Term. The Term of the SOW in Exhibit A shall be as provided in Exhibit A. Section 6. Integration. This Second Amendment amends, as set forth herein, the Original Agreement and, except as specifically amended hereby, the Original Agreement shall remain in full force and effect. To the extent that there is any conflict or inconsistency between the terms and provisions of this Second Amendment and the terms and provisions of the Original Agreement,the terms and provisions of this Second Amendment shall control and govern the rights and obligations of the parties. IN WITNESS of this Agreement,the parties enter into this Agreement on the year and day first above written. CONTRACTOR" CITY" GRANICUS, LLC, a Minnesota Limited CITY OF ORANGE, a municipal corporation Liability Company B . t- 'CBy:y Printed Na Mar A. Murphy, Mayor Title: By: 'ATTEST: Printe Name: Title: Pamela Coleman, City Clerk APPROVED AS TO FORM: Jl•+ Mary E. Bi ing Senior Assistant City Attorney NOTE:If Contractor is a corporation,the City requires the following signature(s): 1) the Chairman of the Board, the President or a Vice-President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office,please so indicate.OR The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement,must be provided to the City. 2 EXHIBIT "A" ADDITIONAL SCOPE OF WORK Behind this page.] Exhibit A Granicus Proposal for Orange, CA Name:ohn Redfern Phone:+1 3102660243 Email:john.redfern@granicus.com Quote Number:Q-112659 Prepared On:7/31/2020 Valid Through:9/8/2020 Payment Terms:Net 30(Payments for subscriptions are due at the beginning of the period of performance:) Currency: USD F Billing-- iC-- ------------------- - -- Solution P Quantity/Unit I One-Time Fee aFrequency J De t Brandin Interior Pa e Customization Tier 2 Milestones-40/p g g. 20/20/20 2 Each 10,000.00 - govAccess-Web Design and Implementation-Independent Sub Milestones-40/ 1 Eaeh 11,300.00 20/2020 govAccess.Enterprise Search(Implementation)Milestones-40/ 1_Each 1,350.00 20/20/20 Dept Branding: Interior Page Customization Tier 3 Milestones-40/ 3 Each 7,500.00, 20/20/20 Accessibility(Web-only)Trainirig and Consultation-Standard Upon Delivery 1 Each 5,000.00 Content Strategy Package-Premium Milestones-40/ 1 Each 17,500.00 20/20/20 Customizations(Non-recurring)-govAccess Milestones-40/ 1 Each 4,500.00 20/20/20 ovAccess-Website Desi n and Im lementation-Trailblazer Milestones-40/ ,. g g p 2020/20. 1.Each 46,500.00 SUBTOTAL: $103,650.00 Solution Billing ii Quantity/Unit , Annual Fee Frequency _1!_.._ w_._____ i 0.00 govAccess-Maint/Hosting/License Fee-Independent Sub Annual 1 Each first year free* govAccess Enterprise Search(Tier 2)Annual 1 Each 4,499.00 Customizations(Recurring)-govA'ccess Annual 1 Each 675.00 0.00 govAccess-Maintenance, Hosting,&Licensing Fee-Core Annual 1 Each firstyear free* SUBTOTAL: 5,174.00 Please note,annual fees for new subscriptions will be prorated to align to Client's then-current billing term. Exceptions include Recurring Captioning Services,SMS, and Targeted Messages. The invoice will include a credit equivalent to the price of one year of solutions marked by firstyear free. Credit provided is the equivalent of the annua!charge. For agreements less than one year,the full credit amount will be applied to the first term's invoice. Upon renewal,products will be invoiced at the rates below. ISolution(s) 11/8/2020-11/7/2021 71/8/2021 -11/7/2022 e_____._______1L____._ — govAccess-Maint/Hosting/License Fee- Independent Sub 2,520.00 2,646.00. govAccess Enterprise Search(Tier 2)4,723.95 4,960.15 Customizations(Recurring)-govAccess 708J5 744,g. govAccess-Maintenance,Hosting,& Licensing Fee-Core 13,230.00 13,891.50, SU BTOTAL:21,182.70 22,241.84 Name _IDescription __—.---------------------- ----, govAccess-Maint/ Maintenance, Hosting and Licensing includes the following for the client's Independent Subsite: Hosting/License Fee- • Monthly software updates Independent Sub Unlimited technical support(6:00 AM-6:00 PM PT, Monday-Friday) Access to training webinars and on-demand video library Access to best practice webinars and resources Annual health check with research-based recommendations for website optimization DDoS mitigation Disaster.recovery with 90-minute failover(RTO)and 15-minute data replication(RPO) Name Descri tion t_ - ----p- - --- ------------- ------------ -- - ---- --- -- --- -- ----------- ---- Dept Branding: govAccess will produce a custom,single column HTML layout using up to five(5)custom sryled Interior Page widgets. Each widget will contain its own unique set of configurable settings. Customization Tier 2 govAccess-Web Independent Subsite Package offers a mutually agreed upon wireframe based on department Design and needs from Granicus'selection of templates.The package includes: Implementation- Unique design theme,including color palette for landing page and interior pages Independent Sub Unique header and footer Unique navigation design Individual URL and search capabilities Optional custom mobile homepage(included) govAccess Enterprise Configure software to index/crawl public 3rd party applications and other non-govAccess Search websites. Implementation) govAccess Enterprise Index public 3rd party applications and other non-govAccess websites.Tier 2 solution includes Search(Tier 2) up to 250,000 pages/documents, up to three(3)search engines,and an unlimited annual search volume. Dept Branding: govAccess will produce up to five(5)custom widget displays on a single page based on existing Interior Page default widget functionality. Each widget will contain its own unique set of configurable Customization Tier 3 settings. Each custom widget will be built for re-use across all other interior pages. Accessibility(Web- Granicus will provide a front-end website design,excluding third-party tools,compliant with only)Training and WCAG 2.0 upon completion and only to the extent validated by Granicus'accessible content Consultation- formatting and testing process.This service includes standard training and services to help the Standard client get started creating and maintaining an accessible website. Design website in compliance with WCAG 2.0 standards Test website to WCAG 2.0 standards using automated tool Develop the client's accessibility statement Training in accessibility-focused CMS functions Reformat up to 25 of the client's pages to comply with WCAG 2.0 standards Onsite Web Accessibility Training in accessibility-focused CMS functions,including what the standards are,why they are important and how to create compliant content @. iName Description Content Strategy The Premium Content Strategy Package will introduce staff members to content strategy and Package-Premium writing for the Web and includes: On-site consultation and process meeting to create a custom content strategy process Web analytics report detailing content strategy opportunities(Available only if Granicus is granted access to the client's analytics) On-site content strategy and plain language writing for the Web Training customized for the client,including group exercises updating the client's content Content development and migration best practices guide Website content best practices guide Website persona exercise materials Communicating with your audience exercise materials Task process evaluation exercise materials Writing for the Web textbook Revise 100 web pages of the client's choosing to comply with content strategy best practices Customizations The following described service is a"Customization".A"Customization"is non-standard Recurring)- functional programming that is unique to a particular client and can potentially conflict with govAccess visionLive updates. Customizations(Non- The following described service is a"Customization".A"Customization"is non-standard recurring)- functional programming that is unique to a particular client and can potentially conflict with govAccess visionLive updates. Parking Availability widget Granicus will build a Parking Availability widget that displays current(with a possible short delay depending on performance assessment)parking spot availability in garages and lots. Graphic design will be provided by Granicus design team.The data will be provided by the City's Signal-Tech server in an XML format.The City will be responsible for setting up access via a URL to the XML dataset. Name iDescription govAccess- The govAccess Maintenance, Hosting,and Licensing plan is designed to equip the client with Maintenance, the technology,expertise and training to keep the client's website relevant and effective over Hosting,&Licensing time. Fee-Core Services include the following: Ongoing software updates Unlimited technical support(6:00 AM-6:00 PM PT, Monday-Friday) Access to training webinars and on-demand video library Access to best practice webinars and resources Annual health check with research-based recommendations for website optimization DDoS mitigation Disaster recovery with 90-minute failover(RTO)and 15-minute data replication(RPO) govAccess-Website ,Website Design and lmplementation-Trailblazer provides a citizen focused website and Design and includes: Implementation- Advanced UX Consultation,which may include one(1)or more of the following: Trailblazer 1: One(1)site analytics report 2. One(1)heatmap analysis 3. One(1)internal stakeholder survey 4. One(1)community stakeholder survey 5. One(1)remote user testing of top tasks Three(3)customer journeys(top tasks or heavily visited webpages)identified for optimization-Fully customized homepage wireframe Fully responsive design Custom mobile homepage or standard mobile responsive homepage Video background or standard rotating image carousel(switchable at any time) Three(3)specialty alternate homepages-Choose from Granicus'library including emergencies,election night,special events Three(3)customer experience featur.es-Choose from Granicus'library including service finder,geo finder,or data visualization banner Programming/CMS implementation Migrate u.p to 200 webpages Ten(10)forms converted into the new CMS Three(3)days of on-site consultation/training to be applied towards additional project management or training(two(2)of three(3)days must be consecutive) Client will be eligible to request a basic redesign credit for one(1)govAccess main website after completing four 4)years.of uninterrupted subscription services for govAccess. Client must request the basic redesign credit prior to the end of year four(4)of uninterrupted govAccess subscription services. The redesign will be available after payment of the annual invoice for year four(4)of uninterrupted govAccess subscription services. The basic redesign credit will only be available if there are no outstanding govAccess invoices at the time the request is-made. Any termination.of the Agreement or govAccess subscription services prior to the end of the initial term renders the basic redesign credit offer null and void. Granicus will not develop a sitemap or new content as an included.part of any.free redesign work,but will assist the Client in transferring existing content into the new design. The basic redesign credit will be equivalent to either: A template selected from the then-current Granicus best practices library,or; A dollar credit not to exceed$8,000.00 applied towards a custom r.edesign of one(1)existing main website. This quote is exclusive of applicable state,local,and federal taxes,which,if any,will be included in the invoice.It is the responsibility of Orange,CA to provide applicable exemption certificate(s). Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription. If submitting a Purchase Order,please include the following language:All pricing,.terms and conditions of quote Q-112659 dated 7/31/2020 are incorporated into this Purchase Order by reference. Billing Frequency Notes(Milestones-40/20/20/20): An initial payment equal to 40%of the total; A payment equal to 20%of the total upon Granicus'delivery of the draft homepage design concepts to the Client; A payment equal to 20%of the total upon implementation of the main website into the VCMS on a Granicus=hosted development server;and A payment equal to 20%of the total upon completion;.provided,however that the Client has completed training, If the Client has not completed training,then Granicus shall invoice the Client at the earlier of: completion of training or 21 days after completion, Granicus certifies that it will not sell,retain,use,or disclose any personal information provided byClient for any purpose other than the speci c purpose of performing the services outlined within this Agreement. The initial subscription term includes all the subscription years noted in quote Q-112659 dated 8/13/2020 and must be awarded to receive the first year free promotion.The subscription term begins upon date of document signature or award. s°ma SECOND AMENDMENT TO MASTER SUBSCRIPTION AGREEMENT THIS SECOND AMENDMENT TO MASTER SUBSCRIPTIONAGREEMENT(the First Amendment")is made and entered into as of 2020,by and between the CITY OF ORANGE, a municipal corporation("Customer"), and GRANICUS, LLC, a Minnesota Limited Liability Company("Granicus"),with reference to the following: A. Customer and Granicus entered into a Master Subscription Agreement(Agreement No. 6858) dated as of October 8, 2019, which is incorporated herein by this reference (the Original Agreement"); and B. Customer and Granicus amended the Original Agreement to revise the Scope of Services and increase the compensation by that certain First Amendment to Professional Services Agreement (Agreement No. 6858.1) dated as of July 13, 2020, which is incorporated herein by this reference (the"First Amendment"); and C. Customer and Granicus desire to further amend the Original Agreement to modify, amend and supplement certain portions of the Original Agreement to add a Scope of Work,revise the Term and increase the compensation. NOW, TIiEREFORE, the parties hereby agree as follows: Section 1. Defined Terms. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Original Agreement. Section 2. Cross-References. Customer and Granicus agree that all references in this Second Amendment are deemed and construed to refer to the Original Agreement,as implemented by this Second Amendment. Section 3. Additional Scope of Work. The Scope of Work("SOW"), Section 2.1, is supplemented to include the services described in Exhibit A of this Second Amendment(Proposal dated July 31, 2020),which is attached hereto and incorporated herein by this reference. Section 4. Compensation. The total not-to-exceed compensation for the SOW in Exhibit A shall not exceed TWO HUNDRED THOUSAND ONE HUNDRED TWENTY-FOUR DOLLARS and 09/100 ($200,124.09). Section 5. Term. The Term of the SOW in Exhibit A shall be as provided in Exhibit A. Section 6. Inte ration. This Second Amendment amends, as set forth herein, the Original Agreement and, except as specifically amended hereby, the Original Agreement shall remain in full force and effect. To the extent that there is any conflict o,r inconsistency between J the terms and provisions of this Second Amendment and the tertns and provisions of the Original Agreement,the terms and provisions of this Second Amendment shall control and govern the rights and obligations of the parties. IN WITNESS of this Agreement,the parties enter into this Agreement on the year and day first above written. CONTRACTOR" CITY" GRANICUS, LLC, a Minnesota Limited CITY OF OR.ANGE, a municipal corporation Liability Company By: By: Printed Name: Mark . Murphy, Mayor Title: By: AT EST: Printed Name: Title: Pamela Coleman, City Clerk APPROVED AS TO FORM: Mary E. nning Senior Assistant City Atto e NOTE:If Contractor is a corporation,the City requires the following signature(s): 1) the Chairman of the Board, the President or a Vice-President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate oftice,please so indicate. OR The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement,must be provided to the City. 2 EXHIBIT "A" ADDITIONAL SCOPE OF WORK Behind this page.] Granicus Proposal for Orange, CA Name:John Redfern Phone:+1 3102660243 Email:john.redfern@granicus.com Quote Number:Q-112659 Prepared On:8/12/2020 Valid Through:9/8/2020 Tier:Up to 25000 Subscribers Payment Terms: Net 30(Payments for subscriptions are due at the beginning of the period of performance.) Currency:USD Period of Performance:The term of the Agreement will commence on the date this document is signed and will continue for 60 months. M__ a__ a__._._....___.___. n.__._._..___- Billing i Solution Quantity/Unit , One-Time Fee Frequency Milestones-40/ Dept Branding: Interior Page Customization Tier 2 20/20/20 Z Each 10,000.00' govAccess-Web Design and Implementation-Independent Sub Milestones-40/ 1 Each 11,300.00. 20/20/20 govAccess Enterprise Search(Implementation) Milestones-40/ 1 Each 1,350.00, 20/20/20 Milestones-40/ Dept Branding: Interior Page Customization Tier 3 2020/20 3 Each 7,500.00 Accessibility(Web-only)Training and Consultation-Standard Upon Delivery 1 Each 5,000.00 Content Strategy Package-Premium Milestones-40/ 1 Each f $ 17,500.00 20/20/20 Customizations(Non-recurring)-govAccess Milestones-40/ 1 Each 4,500.00 20/20/20 SUBTOTAL: $103,650.00' Y Billin iu. --- Solution g '; Quantity/Unit ; One-Time Fee Frequency w _.___ govAccess-Website Design and Implementation-Trailblazer Milestones-40/ 1 Each 46,500.00 20/20/20 SUBTOTAL: $103,650.00' w___________..__W,_____v__ ._..._a___ ____.___,._._____: Billin __ __-_-___—____ _._ r.___._ __. . -i Solution g Quantity/Unit y Annual Fee ; Frequency; v_____ 0.00 govAccess-Maint/Hosting/License Fee-Independent Sub Annual 1 Each i firsr year free; govAccess Enterprise Search(Tier 2)Annual 1 Each 4,499.00; Customizations(Recurring)-govAccess Annual 1 Each 675.00 O.00I govAccess-Maintenance, Hosting,&Licensing Fee-Core Annual 1 Each jirst year jree' SUBTOTAL: 5,174.00; r.._...._._._..______,,._____ ..._.__.. w____._ i_.__ _. .__ o___-- Solution(s) < Year 2 Year 3 E Year 4 T j Year 5 w_____- govAccess-Maint/ Hosting/License Fee- 2,520.00 2,646.00 2,778.30 2,917.22` Independent Sub govAccess Enterprise 4,723.95 4,960.15 5,208.15 5,468.56, Search(Tier 2) Customizations 708.75 744.19 781.40 820.47, Recurring)-govAccess govAccess- Maintenance, Hosting,& 13,230.00 13,891.50 14,586.08 15,315.38 Licensing Fee-Core SUBTOTAL: 21,182.70 22,241.84 23,353.93 24,521.62, ea_ d___.p______ Name ;Description govAccess-Maint/ Maintenance, Hosting and Licensing includes the following for the client's Independent Subsite: . Hosting/License Fee- • Monthly software updates i Independent Sub , • Unlimited technical support(6:00 AM-6:00 PM PT, Monday-Friday) i Access to training webinars and on-demand video library j Access to best practice webinars and resources Annual health check with research-based recommendations for website optimization DDoS mitigation Disaster recovery with 90-minute failover(RTO)and 15-minute data replication(RPO) ; I Dept Branding: govAccess will produce a custom,single column HTML layout using up to five(5)custom styled Interior Page widgets. Each widget will contain its own unique set of configurable settings. Customization Tier 2 i govAccess-Web Independent Subsite Package offers a mutually agreed upon wireframe based on department { Design and needs from Granicus'selection of templates.The package includes: Implementation- Unique design theme,including color palette for landing page and interior pages Independent Sub Unique header and footer Unique navigation design Individual URL and search capabilities Optional custom mobile homepage(included) i i i govAccess Enterprise Configure software to index/crawl public 3rd party applications and other non-govAccess Search websites. Implementation) govAccess Enterprise Index public 3rd party applications and other non-govAccess websites.Tier 2 solution includes ' Search(Tier 2) up to 250,000 pages/documents,up to three(3)search engines,and an unlimited annual search volume. Dept Branding: govAccess will produce up to five(5)custom widget displays on a single page based on existing G Interior Page default widget functionality. Each widget will contain its own unique set of configurable i Customization Tier 3 settings. Each custom widget will be built for re-use across ail other interior pages. a _ . -__ _v. _ __ _-- -...___.__. , _- - . _.,__,_ _ _ __ __ ______. ._„ __ _ . s_______—_______w--- ---. _. . Name DescriptionJ`------------_._,.__.__—_._-- — ---- ------------------ --- Accessibility(Web- Granicus will provide a front-end website design,excluding third-party tools,compliant with only)Training and WCAG 2.0 upon completion and only to the extent validated by Granicus'accessible content Consultation- formatting and testing process.This service includes standard training and services to help the Standard client get started creating and maintaining an accessible website. Design website in compliance with WCAG 2.0 standards Test website to WCAG 2.0 standards using automated tool Develop the client's accessibility statement Training in accessibility-focused CMS functions Reformat up to 25 of the client's pages to comply with WCAG 2.0 standards Onsite Web Accessibility Training in accessibiliry-focused CMS functions,including what I the standards are,why they are important and how to create compliant content Content Strategy The Premium Content Strategy Package will introduce staff members to content strategy and ' Package-Premium writing for the Web and includes: On-site consultation and process meeting to create a custom content strategy process Web analytics report detailing content strategy opportunities(Available only if Granicus j is granted access to the client's analytics) On-site content strategy and plain language writing for the Web Training customized for the client, including group exercises updating the client's content Content development and migration best practices guide Website content best practices guide Website persona exercise materials Communicating with your audience exercise materials Task process evaluation exercise materials Writing for the Web textbook Revise 100 web pages of the client's choosing to comply with content strategy best ' practices Customizations The following described service is a"Customization".A"Customization"is non-standard Recurring)- functional programming that is unique to a particular client and can potentially conflict with govAccess visionLive updates. Name jDescription - Y i ___,.__ Customizations(Non=The following described service is a"Customization".A"Customization"is non-standard recurring)- functional programming that is unique to a particular client and can potentially conflict with govAccess visionLive updates. Parking Availability widget Granicus will build a Parking Availability widget that displays current(with a possible short delay depending on performance assessment)parking spot availability in garages and lots. Graphic design will be provided by Granicus design team.The data will be provided by the ; City's Signal-Tech server in an XML format.The City will be responsible for setting up access via a URL to the XML dataset. govAccess- The govAccess Maintenance,Hosting,and Licensing plan is designed to equip the client with Maintenance, the technology,expertise and training to keep the client's website relevant and effective over ; Hosting,&Licensing ,time. Fee-Core Services include the following: Ongoing software updates Unlimited technical support(6:00 AM-6:00 PM PT, Monday-Friday) Access to training webinars and on-demand video library Access to best practice webinars and resources Annual health check with research-based recommendations for website optimization , DDoS mitigation Disaster recovery with 90-minute failover(RTO)and 15-minute data replication(RPO) ' r- . i. IVame Description govAccess-Website Website Design and Implementation-Trailblazer provides a citizen focused website and i Design and indudes: Implementation- Advanced UX Consultation,which may include one(1)or more of the following: Trailblazer 1. One(1)site analytics report 2. One(1)heatmap analysis i 3. One(1)internal stakeholder survey 4. One(1)community stakeholder survey 5. One(1)remote user testing of top tasks Three(3)customerjourneys(top tasks or heavilyvisited webpages)identified for optimization-Fully customized homepage wireframe Fully responsive design i Custom mobile homepage or standard mobile responsive homepage Video background or standard rotating image carousel(switchable at any time) Three(3)specialty alternate homepages-Choose from Granicus'library including emergencies,election night,special events Three(3)customer experience features-Choose from Granicus'library including service finder,geo finder,or data visualization banner Programming/CMS implementation Migrate up to 200 webpages Ten(10)forms converted into the new CMS Three(3)days of on-site consultation/training to be applied towards additional project ; management or training(two(2)of three(3)days must be consecutive) Client will be eligible to request a basic redesign credit for one (1) govAccess main website after completing year four (4) of this uninterrupted five (5) year Agreement. Client must request the basic redesign credit prior to the end of the initial term. The redesign will be available after payment of the annual invoice for year four(4) of the Agreement. The basic redesign credit will only be available if there are no outstanding govAccess invoices at the time the request is made. Any termination of the Agreement prior to the end of the initial term renders the basic redesign credit offer null and void. Granicus will not develop a sitemap or new content as an included part of any free redesign work, but will assist the Client in transferring existing content into the new design. The basic redesign credit will be equivalent to either: A template selected from the then-current Granicus best practices library, or; A dollar credit not to exceed $8,000.00 applied towards a custom redesign of one (1) existing main website. Link to Terms: https://granicus.com/pdfs/Master Subscription Agreement.pdf This quote is exclusive of applicable state,local,and federal taxes,which,if any,will be included in the invoice. It is the responsibility of Orange,CA to provide applicable exemption certificate(s). Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription. If submitting a Purchase Order,please include the following language:All pricing,terms and conditions of quote Q-112659 dated 8/12/2020 are incorporated into this Purchase Order by reference. Billing Frequency Notes(Milestones-40/2020/20): An initial payment equal to 40%of the total; A payment equal to 20%of the total upon Granicus'delivery of the draft homepage design concepts to the Client; A payment equal to 20%of the total upon implementation of the main website into the VCMS on a Granicus-hosted development server;and A payment equal to 20%of the total upon completion; provided,however that the Client has completed training. If the Client has not completed training,then Granicus shall invoice the Client at the earlier of: completion of training or 21 days after completion. Granicus certifies that it will not sell,retain,use,or disclose any personal information provided by Client for any purpose other than the specific purpose of performing the services outlined within this Agreement. The initial subscription term includes all the subscription years noted in quote Q-112659 dated 8/122020 and must be awarded to receive the first year free promotion.The Agreement and subscription term begins upon date of document signature or award. By signing this document,the undersigned certifies they have authority to enter the agreement.The undersigned also understands the services and terms. Billing Information Name: phone: Email: f Address: i Orange.CA Signature: Name: r "'p. Title: µ,,r•{vr G- e rG,/- J Date: C'/ / 11- --/ ___.2. _ _ _._____ __ _._ ..__. _.____ ___._____ _.