HomeMy WebLinkAboutC2023-221 - 9/19/2023 - Approved (2)DocuSign Envelope ID: B3BA047C-624D-4E8B-8753-4E2F940D8206
SERVICE AGREEMENT NO. 4705
City of Corpus Christi Website Redesign
THIS City of Corpus Christi Website Redesign Agreement ("Agreement") is entered
into by and between the City of Corpus Christi, a Texas home -rule municipal
corporation ("City") and GHD Services, Inc. ("Contractor'), effective upon execution
by the City Manager or the City Manager's designee ("City Manager").
WHEREAS, Contractor has bid to provide Website Redesign in response to Request
for Bid/Proposal No. 4705 ("RFB/RFP"), which RFB/RFP includes the required scope of
work and all specifications and which RFB/RFP and the Contractor's bid or proposal
response, as applicable, are incorporated by reference in this Agreement as Exhibits 1
and 2, respectively, as if each were fully set out here in its entirety.
NOW, THEREFORE, City and Contractor agree as follows:
Scope. Contractor will provide Website Redesign ("Services") in accordance with
the attached Scope of Work, as shown in Attachment A, the content of which is
incorporated by reference into this Agreement as if fully set out here in its entirety,
and in accordance with Exhibit 2.
2. Term. The term of this Agreement is five years beginning on the date provided in
the Notice to Proceed issued by the City's Contract Administrator or the City's
Procurement Division. Following the initial term, the annual support fees will auto -
renew for one-year terms, subject to a mutually acceptable renewal amount and
budgeted funds by the City, until cancelled or terminated in accordance with this
Agreement.
3. Compensation and Payment. This Agreement is for $151,045.00, subject to any
subsequently approved extensions and/or changes. Payment will be made for
Services performed and accepted by the City within 30 days of acceptance,
subject to receipt of an acceptable invoice. All pricing must be in accordance
with the attached Bid/Pricing Schedule, as shown in Attachment B, the content
of which is incorporated by reference into this Agreement as if fully set out here in
its entirety.
Invoices must be mailed to the following address, with a copy provided
electronically by email to the Contract Administrator:
City of Corpus Christi
Attn: Accounts Payable
P.O. Box 9277
Corpus Christi, Texas 78469-9277
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4. Contract Administrator. The Contract Administrator designated by the City is
responsible for daily informal communications and approval of all phases of
performance and operations under this Agreement, including deductions for
non-performance and authorizations for payment. The City's Contract
Administrator for this Agreement is as follows:
Holly Houghton, Assistant Director
Information Technology Department
Phone: 361.826.3753
Email: holly@cctexas.com
5. Insurance; Bonds. Refer to Attachment C, which is attached to this Agreement
and incorporated by reference as if fully set out here in its entirety.
6. Purchase Release Order. For multiple -release purchases of Services to be
provided by the Contractor over a period of time, the City will exercise its right to
specify time, place, and quantity of Services to be delivered in the following
manner: any City department or division may send to Contractor a purchase
release order signed by an authorized agent of the department or division. The
purchase release order must refer to this Agreement, and Services will not be
rendered until the Contractor receives the signed purchase release order.
7. Inspection and Acceptance. City may inspect all Services and products supplied
before acceptance. Any Services or products that are provided but not
accepted by the City must be corrected or re -worked promptly at no charge to
the City. If prompt correction or re -working at no charge cannot be made by the
Contractor, a replacement service may be procured by the City on the open
market and any costs incurred, including additional costs over the item's
bid/proposal price, must be paid by the Contractor within 30 days of receipt of
City's invoice.
8. Warranty; Standard of Care. The Contractor warrants that all products supplied
under this Agreement are new, quality items that are fit for their intended purpose,
the Contractor has clear title to the products, and that the products are free of
liens and encumbrances. Additionally, the products purchased under this
Agreement must be warranted by the Contractor or, if indicated in Attachment
D by the manufacturer, for the period stated in Attachment D. Attachment D is
attached to this Agreement and is incorporated by reference into this Agreement
as if fully set out here in its entirety. Furthermore, the Contractor warrants that all
Services will be performed in accordance with the standard of care used by
similarly situated contractors performing similar contracted services.
9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing
Schedule are estimates only and do not obligate the City to order or accept more
than the City's actual requirements nor do the estimates restrict the City from
ordering less than its actual needs during the term of the Agreement. Substitutions
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and deviations from the City's product requirements or specifications or from the
requirements for Services are prohibited without the prior written approval of the
Contract Administrator.
10. Non -Appropriation. The continuation of this Agreement after the close of any
fiscal year of the City, which fiscal year ends on September 30th annually, is subject
to appropriations and budget approval specifically covering this Agreement as
an expenditure in the City's budget, and it is within the sole discretion of the City's
City Council to determine whether or not to fund this Agreement. The City does
not represent that this budget item will be adopted, as the determination is within
the City Council's sole discretion when adopting each annual budget.
11. Independent Contractor. Contractor shall perform the Services and work
required by this Agreement as an independent contractor and shall furnish such
Services in its own manner and method. Under no circumstances nor conditions
will any agent, representative, or employee of the Contractor be considered an
employee of the City.
12. Subcontractors. In performing the Services, the Contractor shall not enter into
subcontracts or utilize the services of subcontractors.
13. Amendments. This Agreement may be amended or modified only in writing
executed by an authorized representative of each respective party.
14. Waiver. No waiver by either party of any breach of any term or condition of this
Agreement waives any subsequent breach of the same.
15. Taxes. The Contractor covenants to pay all payroll taxes (including, but not
limited to, Medicare taxes, FICA taxes, and unemployment taxes) and all other
taxes as may be applicable to this Agreement. Upon request, the City Manager
must be provided proof of payment of the above-described taxes within 15 days
of such request.
16. Notice. Daily informal communications during the performance of the Services
may be exchanged between the parties via email, web conference, or phone
calls. Any formal written notice desired by a party or as may be required under
this Agreement must be given by fax, hand delivery, or certified mail, postage
prepaid, and is deemed received on the day faxed or hand -delivered or on the
third day after postmark if sent by certified mail. Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Holly Houghton, Assistant Director
Information Technology Department
1201 Leopard St., Corpus Christi, TX 78401
Fax: 361.826.4342
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IF TO CONTRACTOR:
GHD Services, Inc.
Attn: Alison Carden, Vice President
2055 Niagara Falls Boulevard, Suite 3, Niagara Falls, NY 14304
Fax: n/a
17. Contractor shall fully indemnify, hold harmless, and defend the City of
Corpus Christi and its officers, employees, representatives, and agents
("Indemnitees') from and against any and all liability, loss, claims,
demands, suits, and causes of action of whatever nature, character,
or description on account of personal injuries, property loss, or
damages, or any other kind of injury, loss, or damages, including all
expenses of litigation, court costs, reasonable attorneys' fees, and
expert witness fees, which arise or are claimed to arise out of or in
connection with a breach of this Agreement or the performance of this
Agreement by the Contractor or results from the negligent act,
omission, misconduct, or fault of the Contractor or its employees,
representatives, or agents. Contractor shall, at its own expense,
investigate all claims and demands, attend to their settlement or other
disposition, defend all actions based thereon with counsel satisfactory
to the City's City Attorney, and pay all charges of attorneys and all
other costs and expenses of any kind arising or resulting from any said
liability, loss, claims, demands, suits, or causes of action. The
indemnification obligations of Contractor under this section shall
survive the expiration or earlier termination of this Agreement.
18. Termination.
(A) The City may terminate this Agreement for Contractor's failure to comply with
any of the terms of this Agreement. The City must give the Contractor written
notice of the breach and set out a reasonable opportunity to cure. If the
Contractor has not cured within the stated cure period, the City may terminate
this Agreement immediately thereafter.
(B) Alternately, the City may terminate this Agreement for convenience upon 30
days advance written notice to the Contractor. The City may also terminate this
Agreement upon 24 hours written notice to the Contractor for failure to pay or
provide proof of payment of taxes as set out in this Agreement.
19. Owner's Manual and Preventative Maintenance. Reserved; not applicable.
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20. Limitation of Liability. The City's maximum liability under this Agreement is limited
to the total amount of compensation listed in Section 3 of this Agreement. In no
event will the City be liable for incidental, consequential, or special damages.
21. Assignment. No assignment of this Agreement by the Contractor, or of any right
or interest contained herein, is effective unless the City Manager first gives written
consent to such assignment. The performance of this Agreement by the
Contractor is the essence of this Agreement, and the City Manager's right to
withhold consent to any such assignment is within the sole discretion of the City
Manager on any ground whatsoever.
22. Severability. Each provision of this Agreement is considered to be severable and,
if, for any reason, any provision or part of this Agreement is determined to be
invalid, unenforceable, and/or contrary to applicable law, such provision or part
shall not impair the operation of nor affect those provisions or portions of this
Agreement that are valid, and this Agreement shall be construed and enforced
in all respects as if the invalid or unenforceable provision had been omitted.
23. Order of Precedence. In the event of any conflicts or inconsistencies between this
Agreement, its attachments, and exhibits, such conflicts and inconsistencies will
be resolved by reference to the documents in the following order of priority:
A. this Agreement (excluding its attachments and exhibits);
B. its Attachments, followed by its Exhibits, if any;
C. the bid solicitation document, including addenda (Exhibit 1); then,
D. the Contractor's bid response (Exhibit 2).
24. Certificate of Interested Parties. Contractor agrees to comply with Texas
Government Code Section 2252.908, as it may be amended, and to complete
Form 1295 "Certificate of Interested Parties" as part of this Agreement if required
by the statute.
25. Governing Law. Contractor agrees to comply with all federal, Texas, and City
laws, regulations, and rules in the performance of this Agreement. The applicable
law for any legal dispute arising out of this Agreement is the law of the State of
Texas, and such form and venue for such disputes is the appropriate district or
county court in Nueces County, Texas.
26. Public Information Act Requirements. This paragraph applies only to agreements
that have a stated expenditure of at least $1,000,000 or that result in the
expenditure of at least $1,000,000 by the City. The requirements of Subchapter J,
Chapter 552, Texas Government Code, may apply to this contract, and the
Contractor agrees that the contract can be terminated by the City if the
Contractor knowingly or intentionally fails to comply with a requirement of that
subchapter.
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27. Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter of this Agreement and supersedes all prior
negotiations, arrangements, agreements and understandings, both oral and
written, between the parties.
CONTRACTOR — GHD Services, Inc.
Signature:
DocuSigned by:
Printed Name:
Alison Carden
Title: VP & Global Practice Director, Products & Platforms
date:10/12/2023
CITY OF CORPUS CHRISTI
(—DocuSigned by:
10/13/2023
--s- 7D 56E5B4 C... Date
Josh honey
Assistant Director of Finance - Procurement
Approved as to form:
7.—DocuSigned by:
10/12/2023
6s57C54D119 s
Assistant ity Attorney Date
M2023-154 Authorized By
Council 9/19/2023
ATTEST:
Docusigned by:
7A776240519470..
Rebecca Huerta
City Secretary
Attached and Incorporated by Reference:
Attachment A: Scope of Work
Attachment B: Bid/Pricing Schedule
Attachment C: Insurance and Bond Requirements
Attachment D: Warranty Requirements
Attachment E: Contractor's Digital Services Agreement & Payment Schedule
Incorporated by Reference Only:
Exhibit 1: RFB/RFP No. 4705
Exhibit 2: Contractor's Bid/Proposal Response
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1.1
Attachment A - Scope of Work
General Requirements
The proposer will redesign the official City of Corpus Christi (COCC) website
located at w.cctexas.com. This redesign will include a new content
management system (CMS) provided by the proposer.
This scope is a preliminary outline of services needed to provide a full range
of design, development, and maintenance support. The following acts only
as a preliminary scope to generally communicate the City's expectations.
1.1.1 Scope Requirements
A. The Contractor shall possess experience with CMS and have a proven
process of execution for designing large government websites on the
recommended platform.
B. The Contractor shall propose an all -in -one CMS solutions to rebuild the
www.cctexas.com website. A CMS with traditional built-in features is
preferred over a completely custom build.
C. The Contractor shall conduct client research to best identify needs.
D. The Contractor shall deliver the design, software, and hosting solutions.
E. The Contractor shall develop strategies to improve SEO, information
design, and migrate content.
F. The Contractor shall provide COCC with a skilled team of user experience,
design, and web development professionals.
G. The Contractor shall provide COCC with ownership of design, content,
and customized code upon completion of the project.
H. The Contractor shall provide clear terms of use and licenses for open -
source or closed -source products.
I. The Contractor shall provide clear documentation to customizations of
open -source code.
J. The Contractor shall facilitate rebranding of the City website and develop
a marketing strategy as identified during discussions with City leadership.
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1.1.2 Design
A. The Contractor shall meet and work with all City Departments to collect
feedback on content requirements.
B. The Contractor shall establish a strong, unified, and consistent branding
across all aspects of the website.
C. The Contractor shall develop a graphically compelling and highly
interactive user interface with a focus on user experience. The use of
recognizable icons and dynamic graphic design elements will enhance
the usability of the website.
D. The Contractor shall reflect the diverse needs of the community,
demonstrate the COCC commitment to customer service and
incorporate specific department goals into the overall design.
E. The Contractor shall utilize a modular or atomic design framework (such
as Bootstrap or Foundation) allowing for more flexibility and extendibility
in content design and delivery across the website.
F. The Contractor shall incorporate design components of modern websites,
such as accordion dropdowns, alerts, breadcrumbs, buttons, cards,
photo carousels, pausable video backgrounds, and tooltips.
G. The Contractor shall incorporate animations that comply with accessibility
standards, such as small animations on mouse -over hover or card flips on -
click.
H. The Contractor shall use non-proprietary programming and frameworks
for interactive features, i.e. will not purchase and install multiple third -party
plug ins or subscriptions to achieve a desired aesthetic or function.
I. The Contractor shall provide a pattern library for website editors that offers
multiple options for content display, e.g., a blockquote might offer two
designs, one with bold text and a large background quotation and
another with a background color. The patter library would offer multiple
buttons, lists, images, videos, accordions, or tab styles, among others.
J. The Contractor will design the front-end with an accessible -first approach,
rather than working to meet standards after development.
K. The Contractor shall design the front-end to comply with Section 508 and
WCAG 2.1, Level A & Level AA standards. The Contractor must warrant
that these standards will be met.
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L. Designing for Section 508 will ensure:
1. Information and communications technology (ICT) is accessible to
people with disabilities, whether those disabilities be visual, auditory,
physical, or cognitive.
2. There are no barriers to accessing information for people with
disabilities.
M. While not a comprehensive list, designing to meet WCAG 2.1 will address:
1 Keyboard Accessibility: The website can be navigated through
keyboard access only.
2. Responsiveness: content elements can respond to the display size,
even when content is resized up to 200%.
3. Sufficient Contrast: The color scheme will provide sufficient contrast for
all users as outlined in the standards.
4. Predictable Functions: Interface elements will have the same styles
and behaviors across the website.
5. Predictable Navigation: A consistent global navigation will be applied
across the website.
6. Alternative Texts for Images: The CMS will require Alternative Text input
on all photos uploaded.
7. Photosensitivity Considerations: Elements that blink or flash at a high
rate and may cause seizures will not be incorporated into the design.
N. The Contractor shall develop clearly organized navigation elements using
the correct HTML5 markup for predictable, accessible, and intuitive user
experience.
0. The Contractor shall develop a navigation strategy that considers
different levels of navigation, such as global navigation for the whole
website, and department -wide navigation that spans across a
department's pages on the left-hand side and allows for multiple levels of
information design.
P. The Contractor shall develop intuitive, mobile -responsive design where
essential information is not lost once the layout compresses to fit smaller
screens.
Q. The Contractor shall ensure that pages with essential information can be
accessed directly through unique URLs. Content that opens in a modal
or overlay and content that requires the use of a mouse or event to
access it should be avoided.
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R. The Contractor shall ensure that more than one way is available to locate
a web page within a set of Web pages. This can include use of global
menus, secondary menus, footers, and search bars.
S. The Contractor shall include an enterprise -wide site search that can
search web pages, documents, news articles, and other assets.
T. The Contractor shall include content tags and breadcrumbs to support
multiple ways of navigation.
U. The Contractor shall design flexible templates that do not approach
department pages with a rigid `one -size -fits -all' formula. Each
department will have its own mini site within the larger site to guide visitors
to department specific news and services. Different department needs
will be reflected in customizable department pages.
V. The Contractor shall utilize a platform that allows flexibility and efficiency
in customizing templates by following the COPE (create once and publish
everywhere) strategy. Desired components include:
1. An Electronic Bulletin Board (EBB) customized for the City Secretary's
Office. The EBB is a specialized document repository that replaces the
City's physical posting of city council agendas.
2. An event calendar with filters for searching events. A traditional grid
layout for the calendar is preferred as an option to view all calendar
events. Events will have options to be published in multiple places,
such as a city-wide calendar and a department page calendar.
3. Multimedia components, including slideshows, photo galleries,
lightboxes, YouTube video players, audio players or audio embeds will
be flexible and adaptable to multiple areas with design templates.
4. News or blog pages with features to tie content to multiple
department pages and division pages. These pages will also feature
social media sharing buttons.
5. Emergency alerts to warn residents of local events, such as severe
weather or service interruptions. These components will be located at
the top of the web page when activated, i.e., not pop-up alert
messages.
6. A document repository web page template that can be created to
list documents in a customizable data -table. This repository will have
its own search bar for each page and can paginate results.
7. User navigation sitemaps can be easily created for each department
mini -site. These HTML sitemaps are front-end only (not XML sitemaps)
and are intended to assist users in navigating deeper hierarchies of the
website's content.
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8. A language translation mechanism, with a focus on Spanish
translation.
W. The information design on the new website shall present information
clearly, with intuitive hierarchies and logical content structures.
X. The redesign shall provide COCC with the opportunity to review,
consolidate, and restructure its existing content and files. Through this
process, COCC will determine which pages will be migrated.
Y. The Contractor shall:
1. Include a proposed review process and deliverables to improve
content organization, menus, copy, and content styles.
2. Include a proposed process for migrating content and files from the
existing site into the new CMS.
1.1.3 Mobile
A. The Contractor shall ensure that the website follows web standards and
utilizes supported HTML5, CSS3, and JavaScript to maximize browser
compatibility.
B. The Contractor shall ensure that the website renders properly in widely
used desktop browsers such as Chrome, Edge, Firefox, Opera, and Safari.
C. The Contractor shall ensure that the website renders properly in widely
used mobile browsers such as Chrome Android, Firefox for Android, Opera
Android, Safari on iOS, Samsung Internet, and WebView Android.
D. The Contractor shall ensure that load times for the website on mobile
devices is between one and two seconds.
E. The Contractor shall ensure that the website is responsive and displays
optimally on a range of screen sizes and devices including desktop
monitors, smartphones, and tablets.
F. The Contractor shall endure that the website navigation and components
function correctly on mobile devices. The mobile navigation for smaller
screens must include essential information that is available on desktop
monitors.
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G. The Contractor shall conduct responsive testing with all major mobile
operating systems, devices and screen sizes including but not limited to
IOS, Android and Windows Operating Systems.
1.1.4 Web Administration
The CMS must be capable of managing and organizing thousands of files
and thousands of web pages with granular control of user permissions and
content access. The CMS must have a permission system that is divisible into
both Roles and Permission Groups, allowing permission level (Roles) to be
assigned to users and content access to be assigned to Permission Groups.
A. High level CMS features shall include:
1. Customizable processes to ensure timely, consistent, and authorized
content publication.
2. Customizable approval workflows for at least three Roles (levels of
permission management), i.e., low level of access, a next level of
access, and global administrators.
3. Permission Groups to control access to specific sets of web pages,
images, and documents by assigned user groups, i.e., an employee
can only edit their own department pages, and not any page on the
website; and only administrators can edit the home page or council
member pages.
4. Ability to create draft pages, publish pages, unpublish pages and the
ability to archive pages.
5. Ability for users to schedule posts in advance. Web pages and content
components will feature scheduled posts, delayed posting, and
automatic expiration abilities.
6. A What You See Is What You Get (WYSIWYG) editor to edit text. Drag
and drop editing functionality is preferred but not required for all
content components.
7. Document management tools, such as folders or directories can be
created for each department to keep files organized on the website.
8. A revision history or version history will exist for all pages. All published
content on the website will automatically store a history of past edits.
B. Non-technical content editors (low level of access) should have the
following abilities:
1. Ability to add, edit and move content directly on a web page within
their permission level, without knowledge of HTML or back -end
administrative systems.
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2. Ability to modify the design of page templates using the preapproved
pattern library.
3. Ability to easily embed multimedia elements, such as video or audio in
web pages.
4. Ability to post pictures on a page, as well as resize pictures, without
needing to upload the photo in exact dimensions. There should be an
option to optimize pictures for the web or reduce the file size.
5. Ability to easily create data tables on a page and specify number of
rows and columns.
6. Ability to use pre -created page templates to assist in the consistency,
formatting, and development of new content.
C. Non-technical managers and approvers (next level of access) should
have the following abilities:
1. All abilities of content editors with low level of access.
2. Ability to approve and publish draft templates sent by staff with low
level of access permissions.
3. Ability to republish archived content (e.g., seasonal pages).
D. Advanced administrative users (highest level of access) should have the
following abilities:
1. Ability to manage and edit Roles and Permission Groups through an
admin interface.
2. Ability to add, edit, update, or permanently delete any web page or
file on the website.
3. Ability to add, edit, update, and move all menu items, including global
site structure and organization.
4. Ability to embed a newsfeed or other widget into the HTML.
5. Ability to add custom HTML to a blank web page without
customizations being overridden by the CMS upon publishing or
editing.
6. Access to create new templates with HTML, CSS, and scripts. It is
preferred that the City's advancing users have in-house templating
abilities. The ability to develop mini -sites for promotional initiatives
would be an added value to the CMS.
7. Ability to create content categories with CMS applications and
modules and edit the parameters for categories.
8. Ability to view or generate reports detailing broken links on the website,
including the referring page location so that links can be corrected.
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9. Ability to view or generate reports detailing user login history, including
the user type, the date and time of the attempted login, the IP address
of the user and whether the login attempt was successful.
10. Ability to view or generate reports detailing all changes and activity
taking place on the website through content contributors and
administrators, which can be filtered by start and end dates, times, by
content time and by action taken.
1 1. Ability to view or generate reports detailing site search statistics,
including the ability to filter searched terms by date and time.
12. Ability to restrict access to any paths/URLs by user role.
13. Ability to create redirect from old URLs to new URLs.
14. Ability to create aliases, or user-friendly URLs as well as shortened URLs.
15.Access to live support via e-mail or phone during vendor's normal
business hours.
16.Access to 24/7 live support via phone for emergencies.
E. The new website shall be optimized to share web page content to social
media sites like Facebook, Twitter, and Instagram by employing separate
Open Graph (OG) protocol and Twitter cards on every page to specify
page title, descriptions, image, and video.
F. The new website shall allow for possible integration or embed with apps
used by COCC. This integration shall be administered by COCC
advanced administrative users by using script tags, iframes, or other
methods.
G. The Contractor shall strive to include possibilities to integrate with the
following:
1. Integrate authentication that will integrate with COCC 0365 MFA.
2. Social media feeds including, but not limited to, Facebook, Instagram
and Twitter pages.
3. ArcGIS mapping viewer.
4. Live streaming including but not limited to, Granicus or YouTube, the
City's government TV channel (CCTV) and future videos.
5. Salesforce CRM (hhtps://31 1.cctexas.com).
6. Enterprise resource planning (ERP).
1.1.5 Security Requirements
A. The Contractor must secure login capability.
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B. The Contractor must have easy administration capability to manage the
use registration, as required, and login function that comply with security
best practices.
C. The Contractor must require authentication for specific areas including
sites, pages, third party integrated packages, communities, bulletin
boards, blogs, etc. that comply with security best practices.
D. The Contractor must have the ability for administrators and DCMs to
access toolsets and post via any device (work/home; PC/mobile) with
appropriate authentication and security that comply with security best
practices.
E. The Contractor must have an automated capability for an end-user to reset
their password once authenticated that complies with security best
practices.
F. Ability to utilize Office 365 services for email distribution.
G. Version control and archiving to support regulatory, legal or compliance
requirements.
H. The Contractor must incorporate best practices for pulling information from
external sources (like iframes or scripts).
I. The Contractor must provide independent management by the City of
website content (graphics, copy, campaigns, forms, etc.).
J. The Contractor must provide deployment and independent management
of all media content (test, image, audio, and video).
1.1.6 Web Hosting Requirements
The web hosting requirements are:
A. Optimized caching architecture for fast and reliable loading. Load times
for webpages should take less than two seconds for most modern
devices.
B. Customized cache settings, to allow for certain file directories to have a
shorter cache time. For example, the City Secretary's office needs a short
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DocuSign Envelope ID: B3BA047C-624D-4E8B-8753-4E2F940D8206
cache time to make public notices posted on the Electronic Bulleting
Board (EBB) visible immediately.
C. Automated, scalable hosting platform for high -traffic events.
D. Provide the option and ability to add additional disk space quickly when
needed.
E. Provide increased bandwidth when additional activity is driven to website
due to County service -related emergencies or other events.
F. Provide SLA for reliability and speed of access.
G. Provide technical support 24/7/365.
H. Provide multiple domain hosting and sub -domains with secured logins.
I. Provide 128 -bit and 256 -bit encryption over Secure Socket Layer for
displaying specific web pages and or information transmitted to and from
the website by City staff.
J. Provide Server redundancy and disaster recovery options.
K. Standard performance monitoring and usage statistics and reporting.
L. Provide an escalation path to get issues resolved within defined SLA.
1.1.7 Search Engine Optimization
The Contractor will ensure exposure of COCC's website by:
A. Incorporating SEO best practices to improve site visibility.
B. Creating properly structured web templates that utilize Hl -H5 headers.
C. Include an autogenerated XML sitemap.
D. Include a robots.txt file for limiting search engines to some content.
E. Submitting page and sitemap information to all popular search engines
(Google, Bind, Yahoo, etc.).
F. Developing clear page name/URL structures (page URLs all lowercase
using hyphen separators).
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G. Including the ability for content editors to manually change meta
information/tags on each individual webpage, such as:
1. Page Title
2. Meta Title
3. Meta Description
4. Meta Image
5. Page Crawl Frequency
6. The ability to hide pages from public/internal search and sitemap (i.e.,
no index, no follow)
1.1.8 Knowledge Transfer & Skills Training
A. The Contractor shall work closely with key staff members to answer
questions and give demonstrations on the new website features.
B. The Contractor shall provide the following:
1. Multiple training sessions for the City's appointed site administrators
and content users including Train the Trainer.
2. Training materials in an electronic format.
1.1.9 Long -Term Management
The Contractor shall include a strategy for the long-term management of the
website including:
A. Ongoing back -end maintenance at all levels of the application stack,
including software, scripting languages, and website architecture.
B. Customer Success Management with annual or bi-annual outreach
initiative to provide the City suggestions for improvements.
C. Assistance with site improvements and integration of third -party software
on the website.
1.1.10 Maintenance, Backup & Disaster Recovery
A. The Contractor shall design a website to be easily updated and
maintained internally by COCC staff.
B. COCC shall request a full back up of the site and data on demand
without any additional cost.
C. COCC will maintain ownership of any custom developed code for their
site(s) and all associated content.
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D. The Contractor shall fully back up the website and associated data as
stated by the agreed upon SLA.
E. If the website requires restoration, the Contractor agrees to provide a full
restoration of the website within agreed upon SLA.
F. Downtimes must be transparent to the user with processes and
procedures to preclude data loss and file corruption.
1.2 Deliverables
The Contractor will produce the following deliverables:
A. Analysis of current website: Conduct a review to evaluate the current
website content, design, and navigation structure. In this process, provide
a forum for department leaders to provide input on what they would like
to see on the new website and what design elements would support their
respective department goals. Deliver a document on findings and
strategies to improve the website.
B. Website redesign proposal: using research findings and this document as
a guide, prepare multiple design options for discussion and possible
revision with COCC staff. Present these design options as wireframes
created on photoshop or illustrator within a presentation.
C. Development: Once the design concept is approved, further develop
the chosen design into a sandbox website for testing.
D. User testing: Keep a detailed log of issues discovered by COCC staff upon
testing the software. Make sure all critical issues are resolved.
E. Content migration: Deliver a proposed process for migrating content and
files from the existing site into the new CMS. Deliver strategies or outlines
to improve content organization, menus, and copy.
F. Maintenance and style guide: Prepare a website maintenance and style
guide for use by content managers to best maintain the new website.
G. Training materials: Deliver website operation and maintenance training
materials in electronic format. The Contractor will conduct one formal
training which will be recorded. These resources will be used by IT staff to
train new staff over time.
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DocuSign Envelope ID: B3BA047C-624D-4E8B-8753-4E2F940D8206
Digital
DIGITAL SOLUTIONS AGREEMENT
Purpose
This project will redesign the official City of Corpus Christi (COCC) website at www.cctexas.com. This redesign will include new content
management system (CMS).
Implementing a Content Management System to host the City's website will enable the City to restructure and redesign content and provide
better digital services to residents.
Statement of Work
Statement of Work is included within this agreement.
Acceptance Criteria
The website looks and functions like the selected theme and has been updated based on the logo and brand guidelines provided by the customer.
The Website is responsive to different screen sizes and orientations. It is developed following the practices and guidelines outlined by the WCAG
standard.
All included products and add-ons are installed and configured based on the preferences confirmed by the customer during initiation. Blank pages and
navigation based on the approved sitemap are set up. The training was provided for the CMS, and all included products and add-ons. A User
Acceptance Testing (UAT) phase has been completed on the website, and all included products and add-ons. A GoLive Plan has been provided to
the customer.
Delivery Schedule
A mutually agreed Project Schedule will be developed upon execution of the agreement.
Exclusions and Assumptions
Exclusions
• Content writing and form creation by GHD
• Advertising of Treejack testing survey
• Any additional modules not identified in the scope
• Integrations into third -party software not identified in the scope
• Assistance with website cleanup activities (cleaning up content reports, images, content layouts, etc.)
Additional Terms & Conditions
• Section 20. Choice of Law. The laws of the State of Texas shall govern this Agreement
Payment Schedule
1. An invoice will be issued to the Customer by GHD for all Implementation or One -Time fees
2. An invoice will be issued to the Customer by GHD for Year's Annual fees
Change Requests
The fees quoted are based on GHD executing the services on a specific, mutually agreed upon, schedule that allows both GHD and Customer
reasonable time to perform their tasks. Any deviation from the scope or schedule could result in corresponding changes to the estimated price, dates,
responsibilities, or other provisions of the project. Changes that have material impact to any of the foregoing will be accommodated with a Change Order
form or a separate Statement of Work as deemed appropriate by both parties, which will be agreed upon in writing and executed by both parties. GHD
will make reasonable efforts to mitigate the costs associated with the change, with Customer bearing only that portion of costs that cannot be mitigated
or otherwise avoided.
Terms and Conditions v.3 (5.10.2022)
DocuSign Envelope ID: B3BA047C-624D-4E8B-8753-4E2F940D8206
Digital
GHD's Terms and Conditions are applicable to this Digital Solutions Agreement and incorporated herein by reference. The offer to perform the Statement
of Work for the fees quoted shall expire if not accepted and signed by an authorized representative of Customer on Quote Expiry Date.
IN WITNESS WHEREOF, GHD and Customer have caused this Agreement to be executed by their authorized representatives as of the date of last
signature below ("Effective Date").
Customer
City Attorney Approval:
DocuSigned by:
GHD Digital
ti- 77D728556EZRZEC_..
11
u'liu�t name
Josh Chronley
I'FF"hint ffille AD of Finance & Procurement
10/13/2023
DocuSigned by:
10/12/2023
6657C54D113549B...
Terms and Conditions v.3 (5.10.2022)
DocuSigned by:
--R24GS641367246C...
Ali Carden, PMP 1A GHD Principal
Vice President & Global Practice Director,
Products and Platforms
10/9/2023
DocuSign Envelope ID: B3BA047C-624D-4E8B-8753-4E2F940D8206
Digital
1. Products. (a) GHD Digital, together with any GHD Digital vendors
(hereinafter "GHD") shall grant the Customer as identified in the Digital
Solutions Agreement ("DSA") a limited license to use or access GHD's digital
solutions (hereinafter the "Products") which are identified and described by the
DSA. The DSA shall be governed by these terms and conditions and any
documents incorporated by reference (the "Terms"; together with the DSA, the
"Agreement") "GHD" together with Customer, shall be referred individually as
a "Party" and jointly as the "Parties"). (b) Customer acknowledges GHD may
utilize vendors to process data or provide additional functionality to Products.
"GHD vendors" as used herein means the third parties involved in providing
any portion of the Products subject to these Terms. (c) Customer agrees to
require their Authorized End Users to accept an end user license agreement
provided by Customer which conforms to the terms of this Agreement (the "End
User License Agreement"). "Authorized End Users" shall mean
Administrative Users and Public Users. "Administrative Users" shall mean any
of Customer's employees, representatives, consultants, contractors, or agents
who are authorized to use the Product and have been supplied user
identifications and passwords by Customer or on Customer's behalf to use or
otherwise access the Products in the manner permitted by this Agreement.
"Public Users" shall mean any individuals not affiliated with Customer, such as
members of the public, authorized by Customer to use or otherwise access the
Products in the manner permitted by this Agreement.
2. Proprietary Rights. (a) "IP" means all intellectual property throughout the
world, including: (i) copyrights, derivative software and products, graphical user
interfaces, screen layouts, trade secrets, trademarks and service marks
(including all goodwill), domain names, social media sites, patents, inventions,
modifications, improvements, customizations, bug fixes, upgrades, designs,
logos and trade dress, moral rights, publicity rights, and privacy rights.
"Intellectual Property Rights" means all rights in the IP whether existing under
statute or at common law or equity, now or hereafter recognized and (ii) any
application or right to apply for any of the rights referred to herein and all
renewals, extensions, and restorations of the foregoing. Each Party shall retain
ownership of their IP and Intellectual Property Rights existing as of the Effective
Date, or developed or acquired independently of this Agreement, and nothing
in this Agreement shall assign any ownership thereof to the other Party. (b)
Customer retains all ownership of any IP owned by Customer prior to the date
of this Agreement or created by Customer during the term of this Agreement.
(c) Customer acknowledges that all IP in the Products other than the IP provided
by Customer is the property of GHD and that all, GHD domains, designs,
templates, formats, pricing, documentation, manuals, software listings, source
code, or object code relating to the Products may constitute trade secret,
proprietary and/or confidential information of GHD. However, GHD grants to
Customer and Authorized End Users a nonexclusive, nontransferable, non-
sublicensable, revocable license to use and access the Products, pursuant to
the terms of this Agreement and End User License Agreement, as applicable.
(d) Customer's exposure to the Products may result in Customer developing or
suggesting IP or other improvements or changes related to the Products
("Feedback"). Customer grants to GHD a worldwide, perpetual, irrevocable,
royalty -free license to use, distribute, disclose, and make and incorporate into
its services any suggestion, enhancement request, recommendation, correction
or other Feedback provided by Customer or Authorized End Users relating to
the operation of GHD's Products or ancillary software. (e) With Customer's prior
written consent, GHD may use Customer's name, logo, and/or trademark in
connection with certain promotional materials, including brochures, websites,
press releases, advertising, and other materials promoting the Products, which
GHD may disseminate to the public. Customer may withdraw authorization for
such use at any time by providing thirty (30) days written notice as provided in
Section 23 below.
3. Data Use. (a) As between the Parties, Customer owns all right, title, and
interest, including all Intellectual Property Rights, in and to Customer Data.
"Customer Data" shall mean Customer's information, data, and other content,
in any form or medium, that is submitted, posted, or otherwise transmitted by or
on behalf of a Customer or Authorized End Users. Customer shall be
responsible for, and GHD may rely upon, the accuracy and completeness of all
requirements, programs, instructions, reports, data, and other information
furnished by Customer to GHD pursuant to this Agreement. As necessary to
provide Product to Customer, Customer grants to GHD a non-exclusive, royalty -
free, perpetual, irrevocable, worldwide license to access, revise, reproduce,
distribute, host, store, manage, process, display, and otherwise use Customer
Data and perform all acts with respect to Customer Data, as necessary to
Terms and Conditions v.3 (5.10.2022)
Terms and Conditions
provide the Products to Customer, prevent or address Customer's technical
problems with the Products, and meet all other purposes for Customer set forth
herein. GHD shall have no obligation to validate any contents of the Customer
Data for content, correctness, usability, or for any other purpose. Customer shall
comply with any reasonable demand by GHD to correct, discontinue, or remedy
any violation of applicable laws or regulations pertaining to the Customer Data.
(b) Customer agrees that GHD may use Customer Data to add insight, analytics,
and data science to the Products and/or to provide or suggest additional
solutions and services to Customer. (c) Notwithstanding anything to the contrary
in this Agreement, GHD may monitor Customer's and each Authorized End
User's use of the Products and collect, compile, and use Aggregated Statistics.
"Aggregated Statistics" shall mean Customer Data and information related to
or derived from Customer's and each Authorized End User's use of the Products
that: (i) is anonymized and presented in a way which does not reveal Customer's
identity; and (ii) may be combined with historical or recent data and information
of other customers or additional data sources. GHD may reproduce, distribute,
display, make publicly available, and otherwise use the Aggregated Statistics
for any business purpose, during and after the term of this Agreement, such as
for creating solutions and Products for other GHD customers, provided that
neither Customer nor Authorized End Users shall be identified as the source of
any Aggregated Statistics. As between GHD, Customer, and each Authorized
End User, all right, title, and interest in Aggregated Statistics belong to and are
retained solely by GHD. (d) Customer agrees Customer Data will be stored by
GHD within the Customer's country of origins borders.
4. Data Protection. (a) Customer agrees that GHD may store some or all
Customer Data on GHD systems which may run on a third party cloud storage
provider, including but not limited to Azure Cloud. (b) Customer represents and
warrants that it has obtained and/or owns all rights, permissions, and consents
necessary in the Customer Data and Authorized End Users' information
necessary to meet all purposes and relevant obligations set forth herein. (c) If
GHD receives, has possession or custody of, access to, or control over, any
Customer Data which includes Personal Information then GHD represents it will
comply with all applicable laws and regulations in connection with its receipt,
use, handling, Processing, access to and storage of Personal Information.
"Personal Information" means information Customer (directly or indirectly,
including through another party) shares with, discloses to, allows, or provides
access to GHD, that identifies, relates to, describes, is capable of being
associated with, or could reasonably be linked, directly or indirectly, with a
particular individual or household, or as "Personal Information" may otherwise
be defined by law. "Processing" means any operation or set of operations that
are performed on data or on sets of data, whether or not by automated means.
GHD's Personal Information Processing Addendum is located at
ghd.com/en/resources/trustcenter/PersonallnformationProcessingAddendum_
1_0.pdf is incorporated into this Agreement.
5. Data Retention. (a) Unless set forth otherwise in the DSA, GHD shall retain
Customer Data on GHD systems for seven (7) years from the expiration or
termination of this Agreement ("Retention Date"), after which time GHD shall
be permitted to (but not obligated to) remove such Customer Data from GHD
systems. Prior to the Retention Date, Customer may download such Customer
Data in a mutually agreed format at a cost to be determined, or Customer will
be subject to a monthly fee to extend the Retention Date. (b) A data destruction
certificate certifying Customer Data (not including Aggregated Statistics) has
been destroyed from GHD hardware and software shall be provided at the
Customer's written request at a cost of five hundred ($500) dollars, in the
currency set forth in the DSA. (c) GHD maintains a daily backup of its systems
for thirty (30) days. In certain circumstances, it may be possible to restore data
that has been inadvertently deleted by Customer. A request to restore data can
be made to Customer support. Fees may be applied to restore deleted content.
6. Data Security. GHD will maintain industry standard administrative, technical,
and physical safeguards, including but not limited to PCI DSS and ISO 27001
compliance, to protect the security and privacy of Customer Data, in use, in
transit, and at rest. These safeguards include, but are not limited to,
implementation of adequate privacy and security policies and data breach
response plans that comply with industry standards and the requirements of
applicable laws and the regulatory agencies responsible for enforcing them. If
either Party becomes aware of any unauthorized access to or breach of the
Products which includes Customer Data ("Security Incident"), such Party will
promptly notify the other in writing of the Security Incident and include the
following information: (i) the nature of the Personal Information compromised
and how the Security Incident occurred; (ii) the timing of the Security Incident;
(iii) the steps taken by the impacted Party to resolve the Security Incident; and
DocuSign Envelope ID: B3BA047C-624D-4E8B-8753-4E2F940D8206
Digital
(iv) the measures to be undertaken and implemented to prevent a reoccurrence
of the Security Incident. GHD agrees to abide by its data security outlined in its
privacy policy published at ghd.com/en/privacy-policy.aspx . In the event of a
Security Incident, GHD reserves the right to shut down the Product(s) to protect
the Parties with reasonable notice to Customer and with no liability to GHD for
these or other remedial actions.
7. Term and Payment. (a) The term of the license granted to Customer shall
be set forth in the DSA and shall continue until the Agreement is terminated or
expires pursuant to Section 15. Unless otherwise provided for in the DSA, upon
expiration of the initial term, the term will continue with automatic renewals for
additional one (1) year terms, unless written notice of cancellation is delivered
to GHD thirty (30) days prior to the expiration date. Each renewal term may
include a price increase of the last month's Consumer Price Index as found on
https://www.statcan.gc.ca/en/start. GHD will provide reasonable notice to
Customer of price increases. (b) GHD shall invoice Customer on a periodic
basis for the applicable fees as set forth in the DSA. Customer agrees to pay
such invoices within thirty (30) calendar days after the date of the applicable
invoice. Unpaid invoices will be subject to a charge of one (1.0%) percent per
month on any outstanding balance. (c) GHD shall provide Customer with notice
of the unpaid invoices and if payment has not been made by Customer within
thirty (30) days of such notice, GHD reserves the right without liability to
suspend the Products or Customer's access to the Products. (d) In addition to
specified rates or charges for the Products specified in the DSA, Customer shall
pay all local, federal, and state/provincial sales tax, goods and services tax,
value added tax, and other taxes applicable to the provision of the Products
under this Agreement.
8. Customer Responsibilities. (a) Customer shall license all third party
software and obtain all hardware, at Customer's sole expense, that may be
needed for Customer to operate the Products. (b) Customer shall abide by all
laws, regulations, ordinances, and the Acceptable Use Policy ("AUP") set forth
in Section 12. Customer assumes responsibility for all acts or omissions of its
Authorized End Users. (c) Customer shall comply with any demand by GHD to
correct, discontinue, or remedy any violation of applicable laws, or regulations,
pertaining to Customer Data or any other content collected or used by the
Products. (d) Customer agrees to any limits on bandwidth and disk usage that
may be set forth in the DSA. (e) Customer may subscribe and consent to receive
outage notifications, release notes, and/or other marketing material from GHD.
(f) Unless the Customer utilizes Single Sign On ("SSO") where Customer
manages their own active directory, Customer will promptly provide to GHD a
list of names and other requested information to register each Administrative
User to use the Products. Each Administrative User will have a unique User ID
for his or her access to the Products which cannot be shared nor transferred.
Customer will adopt and maintain such security precautions for User IDs to
prevent their disclosure to and use by unauthorized persons and will promptly
take steps to remove access for such unauthorized persons and notify GHD if
the security or integrity of a User ID or password has been compromised.
Customer will promptly notify GHD in writing if any of its Administrative Users'
use of the Products is being terminated unless Customer utilizes SSO where
Customer manages their own active directory. The number of Administrative
Users licensed limited to 100 Monthly Active Users (MAU). Customer may
permanently reassign an Administrative User license from one individual to
another individual by (1) notifying GHD of the Administrative User whose use of
the Products is being terminated and (2) the individual to whom the
Administrative User license will be reassigned. Each additional Administrative
User may require an additional fee, the amount for which is specified in the DSA.
9. Change Order. Customer may request a modification to the DSA by written
request to GHD. The requested changes will become effective only when a
change order which describes the scope of the changes, the timing for the
performance of any Services, and any fees resulting from the changes is
executed by authorized representatives of both parties ("Change Order"). Upon
execution, a Change Order will become part of this Agreement.
10. Product Customization. (i) GHD may provide services or Products and
Product customization ("Deliverables") set forth in the DSA. (ii) In the event that
the DSA provides Deliverables to Customer for evaluation or test purposes
(e.g., demo, test. or trial -versions), the Customer's right to use such version is
limited to (i) internal evaluation or test purposes by Customer and, where
applicable, (ii) the time period specified by GHD during implementation planning
("User Acceptance Testing" or "UAT'). Any Productive Use is strictly
prohibited. "Productive Use" means an environment in which Deliverables are
used for Customer's business purposes and not for test purposes. All major
upgrades, modifications, and new systems must be tested by the appropriate
users prior to installation of the software in production ("Production"). UAT
Terms and Conditions v.3 (5.10.2022)
plans include tests of all major functions, processes, and interfacing systems.
Use of the Deliverables pursuant to this section may be subject to functional
restrictions and any use is at the Customer's own risk. GHD disclaims all liability
arising from use of the Deliverables during UAT. (iii) Unless otherwise provided,
Customer shall inspect Deliverables and conduct an acceptance test for a
period of time specified by GHD to accept Deliverables ("Acceptance Period").
Customer shall review and inspect the Deliverables and shall either (i) provide
acceptance or (ii) provide GHD with notice that the Deliverables do not conform
to the DSA ("Deficiency"). Within thirty (30) business days of such notice GHD
will provide a response or a plan of remedial action to Customer's notice of
Deficiency and extend the Acceptance Period. Failure to provide notice of
acceptance or rejection or a Deficiency statement to GHD at the end of the
Acceptance Period constitutes acceptance by Customer. Upon acceptance, an
invoice will be issued for any annual fees due and for any unpaid one-time
implementation fees per the DSA. In the event the Customer finds the
Deliverables do not conform to the DSA, within ninety (90) business days
following acceptance, GHD will take commercially reasonable steps to remedy
the Deliverables. After ninety (90) business days, any Deficiencies in the
Deliverables will be remedied by GHD using commercially reasonable efforts at
Customer's expense to be billed on a time and material basis pursuant to a
Change Order.
11. Equipment. GHD will not furnish equipment or materials necessary for the
Product to Customer and its Authorized End Users, except as expressly
provided in the DSA ("Equipment"). If Equipment is provided to Customer by
GHD, all Equipment is the sole and exclusive property of GHD. Customer
agrees to promptly deliver Equipment, at Customer's cost and risk of loss, to
GHD at the end of the license term or earlier, as requested by GHD.
12. Acceptable Use Policy ("AUP") and End User License Agreement.
Customer agrees to require its Authorized End Users to use the Product in
accordance with GHD's AUP published at
ghd.com/en/resources/trustcenter/Acceptable Use Policy_1_0.pdf and
incorporated into this Agreement. GHD reserves the right to make changes to
the AUP without notice. In the event the Product is accessed by Authorized End
Users including Public Users, Customer agrees to provide and maintain an End
User Agreement. A sample End User Agreement can be provided upon request
to be adopted and maintained by the Customer.
13. Third Party Integrations Fees. Product may be used by Customer in
conjunction with one or more third party services. Customer's use of GHD's
third -party services in conjunction with the Product may be subject to separate
fees and terms by third parties and the functionality of third party integrations
may be limited by the availability of data sources from third parties and access
to data sources from the third party's vendors. In the event Customer requests
third party services be integrated into the Product, the Services required will be
addressed through a Change Order, which will be subject to a third party
integration fee.
14. Default. Customer shall be in "Default" if (i) Customer or its Authorized End
User breaches any of the terms of this Agreement, or the AUP, (ii) GHD has
reasonable grounds to believe that Customer or an Authorized End User is in
breach of this Agreement, or (iii) there is the institution by or against Customer
of insolvency, receivership, bankruptcy proceedings or upon Customer ceasing
to do business. If GHD reasonably believes Customer to be in Default, GHD
shall provide Customer with notice of the nature of such Default. If the Default
has not be cured by Customer within thirty (30) days of such notice, GHD shall
have the right, at its sole discretion and without notice, to take such remedial
actions as it deems appropriate, including without limitation: (i) suspending or
terminating Customer's license to access the Products without liability for any
losses or damages arising out of or in connection with such suspension or
termination; (ii) restricting, downgrading, suspending, or terminating the
subscription of, access to, or current or future use of the Products; (iii) removing
any Customer Data that Customer or its Authorized End User has submitted,
posted, or displayed; (iv) imposing other restrictions on Customer's use of any
features or functions of the Products as GHD may consider appropriate in its
sole discretion; and (v) any other corrective actions or penalties that may be
available to GHD in law, equity, or contract.
15. Termination and Suspension. The provision of the Products shall expire
as set forth in the DSA. Upon expiration or earlier termination of this Agreement,
Customer shall immediately discontinue use of the Product. No expiration,
termination, or suspension will affect Customer's obligation to pay all fees due
pursuant to the DSA. Customer shall have no right to a refund of any previously
paid fees. Any suspension of access to the Products resulting from a Default
shall not constitute a termination of the Agreement. Customer's access to the
Products shall resume upon Customer no longer being in Default, and upon
DocuSign Envelope ID: B3BA047C-624D-4E8B-8753-4E2F940D8206
Digital
payment by Customer any costs directly related to the restoration of access to
the Products.
16. Warranty. (a) GHD warrants the functionality of the Product as set forth in
the SLA. (b) Customer understands that some of the features of the Products
may be temporarily or permanently discontinued, changed, upgraded,
improved, or limited, with reasonable notification to Customer. (c) Customer
acknowledges that use of the Products is at Customer's own risk, except as
otherwise provided herein. GHD is not responsible for protection or privacy of
information transferred through the Internet or any other network Customer may
utilize. Sensitive data may be protected with the use of encryption that does not
violate any governing laws or regulations. Customer acknowledges that GHD
has no control over and accepts no responsibility for Customer Data hosted by
Customer. (D) EXCEPT AS EXPRESSLY SET OUT HEREIN, THE
PRODUCTS ARE PROVIDED WITHOUT WARRANTIES, GUARANTIES, OR
REPRESENTATIONS OF ANY KIND, EXPRESSED OR IMPLIED, AT
COMMON LAW, BY COURSE OF CONDUCT OR USAGE IN THE TRADE,
INCLUDING BUT NOT LIMITED TO ANY WARRANTIES REGARDING
ACCURACY, COMPLETENESS, MERCHANTABILITY, OR FITNESS FOR
ANY PARTICULAR USE OR PERFORMANCE. GHD DOES NOT WARRANT
THAT THE PRODUCTS WILL MEET ALL OF CUSTOMER'S
REQUIREMENTS OR THAT IT WILL OPERATE IN ALL COMBINATIONS
WHICH MAY BE SELECTED FOR USE BY CUSTOMER OR THAT THE
OPERATION OF THE PRODUCTS WILL BE ERROR FREE OR
UNINTERRUPTED OR THAT ANY DEFECTS IN THE PRODUCTS WILL BE
CORRECTED OR THAT ANY DATA IS COMPLETE OR WHOLLY
ACCURATE, OR THAT THE PRODUCTS WILL FUNCTION WITHOUT
FAILURE OR INTERRUPTION. UPON CUSTOMER NOTIFYING GHD OF
ANY ERRORS, BUGS, OR OTHER PROBLEMS IN THE PRODUCTS, GHD'S
ONLY RESPONSIBILITY WILL BE TO PROVIDE COMMERCIALLY
REASONABLE EFFORTS TO CORRECT SUCH PROBLEMS TO THE
EXTENT COMMERICALLY FEASIBLE.
17. Indemnification. To the extent allowed by Texas law, Client and GHD each
agree to indemnify each other and their respective officers, directors, and
employees from and against liability for claims, losses, damages, and
expenses, including reasonable attorneys' fees, to the extent such claims,
losses, damages, or expenses are caused by a negligent act, error, or omission
of the indemnifying Party or its officers, employees, or anyone for whom the
indemnifying Party is legally responsible in the performance of Services under
this Agreement.
18. Limitation of Liability. (a) TO THE MAXIMUM EXTENT PERMITTED BY
LAW, FOR ANY DAMAGE CAUSED BY NEGLIGENCE, INCLUDING
ERRORS, OMISSIONS, OR OTHER ACTS; OR FOR ANY DAMAGES BASED
IN CONTRACT; OR FOR ANY OTHER CAUSE OF ACTION OR THEORY OF
LIABILITY; THE GHD INDEMNITEES' LIABILITY SHALL BE LIMITED TO THE
AMOUNT ACTUALLY PAID BY CUSTOMER TO GHD DURING THE TWELVE
(12) FULL CALENDAR MONTHS IMMEDIATELY PRECEDING THE MONTH
IN WHICH THE EVENT UPON WHICH LIABILITY IS PREDICATED FOR THE
PRODUCTS PROVIDED BY GHD HEREUNDER. (b) EXCEPT AS
EXPRESSLY SET OUT HEREIN, THE GHD INDEMNITEES SHALL NOT BE
LIABLE TO CUSTOMER, TO ANYONE CLAIMING BY, THROUGH OR
UNDER CUSTOMER, OR TO ANY THIRD PARTY FOR ANY LIABILITY,
EXPENSE, INJURY, CLAIM, PENALTY, FINE, INTEREST, OR CAUSE OF
ACTION WHATSOEVER OR HOWSOEVER ARISING, INCLUDING,
WITHOUT LIMITATION, ANY LOSS OR DAMAGE, DIRECT OR INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY,
OR FOR LOSS OF PROFIT OR REVENUES, BUSINESS INTERRUPTION,
CONTRACT, GOODWILL, OR OTHER BUSINESS OR ECONOMIC LOSS, OR
FOR LOST OR DAMAGED DATA, THE AVAILABILITY OF DATA, OR
DAMAGE TO NETWORK, COMPUTER, SERVER, OR THE PRODUCTS.
19. Dispute Resolution. Both Parties agree in good faith to attempt to resolve
amicably, without litigation, any dispute arising out of or relating to this
Agreement provided hereunder. The matter may be submitted to the judicial
system set forth in Section 20, in which event all litigation and collection
expenses, witness fees, court costs, and reasonable legal fees shall be paid to
the prevailing Party.
20. Choice of Law. If Customer resides in the United States, the laws of the
State of Texas shall govern this Agreement, without reference to conflicts of law
rules or principle. If Customer reside in Canada the laws of the Province of
Terms and Conditions v.3 (5.10.2022)
Ontario and the laws of Canada applicable therein shall govern this Agreement.
Both GHD and Customer specifically disclaim the application of the UN
Convention on Contracts for the International Sale of Goods to the interpretation
or enforcement of this Agreement. Customer shall bring any action, suit or other
legal proceeding to enforce, directly or indirectly, this Agreement or any right
based upon it exclusively in such courts.
21. Contracting Entity. The term GHD Digital used herein is a marketing name
for the entities licensing the Product. For Customers located in the United States
of America, the Product is licensed from GHD Services Inc, a Delaware
corporation with offices at 2055 Niagara Falls Blvd., Niagara Falls, NY 14304,
USA. For Customers located in the Canada, the Product is licensed from GHD
Digital (Canada) Limited, formerly eSolutionsGroup Limited, an Ontario
corporation with offices at 455 Phillip St., Waterloo, ON, N2L 3X2, CA.
22. Force Majeure. GHD will not be liable for any delay or failure to perform
any obligation under this Agreement where the delay or failure results from any
unforeseen or unavoidable cause reasonably beyond the affected Party's
control ("Force Majeure"). Force Majeure may include, but is not limited to
natural events, pandemic, labor, or civil disruption, governmental or legislative
actions, or orders of any court or agency having jurisdiction of the Party's
actions.
23. Notice. Notices pertaining to this Agreement shall be in writing and deemed
to have been duly given if delivered by email to the respective Party's contact
identified in the Agreement, or at such other address as may be changed by
either Party by giving written notice thereof to the other. All notices to GHD
pertaining to this Agreement shall be delivered to kl,; ,i,lal la al„(aj,,,,„I,,,i„,,,1,,;,,c;,;,k„i,r;7,,,;,,
24. Insurance. GHD agrees to carry throughout the Term of this Agreement
insurance coverage appropriate to its Products and Services. The certificates of
insurance, incorporated herein by reference, confirm GHD's policy details for its
commercial general liability, technology professional liability, and cyber liability
insurance in effect at the Effective Date. Upon Customer's request, GHD will
provide certificates of insurance stating Customer as a certificate holder.
25. Service Levels. The Product will meet or exceed the minimum service level
standards set out in the Service Level Agreement, subject to change without
notice, published at
ghd.com/en/resources/trustcenter/ServiceLevelAgreement_1_0.pdf and
incorporated into this Agreement.
26. General. (a) Third Party beneficiaries. This Agreement does not and is not
intended to confer any rights or remedies upon any person other than the
Parties. (b) Waiver. No failure or delay by either Party in exercising any right,
power or privilege hereunder will operate as a waiver thereof, nor will any single
or partial exercise of any such right, power, or privilege preclude any other or
further exercise thereof. (c) Successors and Assignment. Customer may not
assign, sublet, or transfer any rights under or interest (including, but without
limitation, monies that are due or may become due) in this Agreement without
the written consent of GHD. The obligations of the Parties under this Agreement
will not terminate upon any attempted assignment that violates this Agreement.
Any assignment or attempted assignment violating this Agreement is void. (d)
Severability and Survival. The Parties agree that, in the event one or more of
the provisions or a portion thereof of this Agreement should be declared void or
unenforceable, the remaining provisions shall not be affected and shall continue
in full force and effect. The Parties also agree that the obligations and
representations, indemnifications, or limitations of liability contained within this
Agreement shall survive the termination of this Agreement. (e) Authority.
Customer represents and warrants that the individual accepting this Agreement
is doing so with full and complete authority to bind Customer on whose behalf
they are acting to every term of this Agreement. Acceptance of this Agreement
signifies that Customer has read and agrees with all terms and conditions
referenced in this Agreement. (f) Entire Agreement. The DSA, these Terms, and
any documents referenced in either document constitute the complete and final
agreement between GHD and Customer regarding the subject matter hereof.
This Agreement supersedes all prior or contemporaneous communications,
representations, undertakings, or understandings of the Parties, whether oral or
written, relating to the DSA or the Products. Modifications of this Agreement
shall not be binding unless made in writing and signed by an authorized
representative of each Party.
DocuSign Envelope ID: B3BA047C-624D-4E8B-8753-4E2F940D8206
Digital
Standard Support Contacts:
(Free Standard Support - Email and Chat)
First Name: Holly
Last Name:
Contact
Intake Form
Houghton
Title: Assistant Director of IT
Email: holly@cctexas.com
Premium Support Contacts:
(Paid Advanced Support — Email, Chat, and Phone)
First Name:
Last Name:
Julissa
Rokohl
Contact
Intake Form
Title: Senior Website Designer
Email: JulissaR@cctexas.com
Contact
Intake Form
First Name: Logan
Last Name: Cobbs
Title: Director of Communications
Email: LoganC2@cctexas.com
Communications Contacts:
First Name: Logan
Last Name:
Cobbs
Contact
Intake Form
Title: Director of Communications
Email: LoganC2@cctexas.com
Govstack Terms and Conditions v.1 (2.1.23)
O!OVSTaCkT
By GHD Digital
Contact
Intake Form
First Name: Julissa
Last Name: Rokohl
Title: Senior Website Designer
Email: JulissaR@cctexas.com
Contact
Intake Form
First Name: Holly
Last Name: Houghton
Title: Assistant Director of IT
Email: holly@cctexas.com
Contact
Intake Form
First Name: Cecilia
Last Name: Orozco
Title: Marketing Manager
Email: CeciliaO@cctexas.com
First Name: Cecilia
Last Name:
Contact
Intake Form
Orozco
Title: Marketing Manager
Email: CeciliaO@cctexas.com
DocuSign Envelope ID: B3BA047C-624D-4E8B-8753-4E2F940D8206
GHD
Contact
Intake Form
First Name:
Last Name:
Title:
Email:
IT Contacts:
First Name: Julissa
Last Name: Rokohl
Title:
Email:
Contact
Intake Form
Senior Website Designer
JulissaR@cctexas.com
Contact
Intake Form
First Name:
Last Name:
Title:
Email:
Billing Contacts:
Send Invoices to:
Contact
Intake Form
O!OVSTaCkT
By GHD Digital
Contact
Intake Form
First Name: Holly
Last Name: Houghton
Title: Assistant Director of IT
Email: holly@cctexas.com
First Name: ITlnvoice
Last Name:
Title:
Email: ITInvoice@cctexas.com
Contact
Intake Form
First Name:
Last Name:
Title:
Email:
Govstack Terms and Conditions v.1 (2.1.23)
First Name:
Last Name:
Title:
Email:
Contact
Intake Form
Reference Section 2 of SA 4705
DocuSign Envelope ID: B3BA047C-624D-4E8B-8753-4E2F940D8206
Digital
Product Administrative User Contacts:
Contact
Intake Form
First Name: Julissa
Last Name: Rokohl
Title: Senior Website Designer
Email: JulissaR@cctexas.com
First Name:
Last Name:
Title:
Email:
Contact
Intake Form
O!OVSTaCkT
First Name:
Last Name:
Title:
Email:
Contact
Intake Form
Contact
Intake Form
By GHD Digital
First Name:
Last Name:
Title:
Email:
Customer may subscribe and consent to receive outage notifications, release notes, and/or other marketing material from GHD.
Failure to subscribe may result in Customer not receiving information relevant to their use of the Product.
Standard and Premium Support Contacts are the only people authorized to request support and make changes to the account.
Customer
Information:
Project Number:
Govstack Terms and Conditions v.1 (2.1.23)
DocuSign Envelope ID: B3BA047C-624D-4E8B-8753-4E2F940D8206
Digital
aOvsTaCkTM
By GHD Digital
MILESTONE
AMOUNT*
Contract Execution (25%)
$19,456.25
Design Approval (25%)
$19,456.25
Development Completion (25%)
$19,456.25
Launch (25%)
$19,456.25
Annual Fees due
$14,644.00
*Applicable taxes not included. DSA Terms & Conditions apply.
DocuSign Envelope ID: B3BA047C-624D-4E8B-8753-4E2F940D8206
p
0
Attachment B: Bid/Pricing
CITY OF
Pricing Form
CONTRACTS
RFP No. 4705
City of Corpus
6, 2023
Schedule
CORPUS CHRISTI
AND PROCUREMENT
Christi Website Redesign
PAGE 1 OF 1
,
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DATE:
GHD Services
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June
Inc.
PROPOSER AUTHORIZED SIGNATURE
1. Refer to "Instructions to Proposers" and Contract Terms and Conditions before completing
proposal.
2. Provide your best price for each item.
3. In submitting this proposal, Proposer certifies that:
a. the prices in this proposal have been arrived at independently, without consultation,
communication, or agreement with any other Proposer or competitor, for the purpose
of restricting competition with regard to prices;
b. Proposer is an Equal Opportunity Employer; and the Disclosure of Interest information
on file with City's Contracts and Procurement office, pursuant to the Code of
Ordinances, is current and true.
c. Proposer has incorporated any changes issue through Addenda to the RFP in this
pricing.
Item
Description
Qty
Cost
Total
1
Implementation
1
$77,825.00
$77,825.00
2
Software - Years 1 through 5
5
$0.00
$0.00
3
Training, as needed
Lump
Sum
Included in
Implementation
Included in
Implementation
4
Hosting - Years 1 through 5
5
$14,644.00
$73,220.00
Total
$151,045.00
DocuSign Envelope ID: B3BA047C-624D-4E8B-8753-4E2F940D8206
Attachment C: Insurance and Bond Requirements
The City's Legal Department has recommended there be no
insurance requirements for this particular scope of work.
Page 1 of 1
DocuSign Envelope ID: B3BA047C-624D-4E8B-8753-4E2F940D8206
Attachment D: Warranty Requirements
No warranty is required for this service agreement.
Page 1 of 1