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Home My WebLink About20201803.tiffBOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Three-year renewal for Granicus OpenCities Website Hosting DEPARTMENT: Information Technology DATE: 8/1/25 PERSON REQUESTING: Ryan Rose Brief description of the problem/issue: Weld County contracts with Granicus to host our public websites and employee intranet. This agreement, if approved, will provide a three-year extension of those hosting services and cap costs at an annual 5% increase. This agreement is under review by the County Attorney's office, and the needed funds for FY25 were included in the approved FY25 Budget. What options exist for the Board? 1) Approve Agreement to extend services 2) Schedule work session to discuss Consequences: Hosting for our public websites and employee intranet Impacts: Website access Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years): FY25: 85,085.45 FY26: +5% FY27: +5% Recommendation: It is the recommendation of the Information Technology Department to renew this agreement. Support Recommendation Schedule Place on BOCC Agenda Work Session Other/Comments: Perry L. Buck Scott K. James Jason S. Maxey Lynette Peppier Kevin D. Ross Con.3ein+- At-hck K/(3/25 CC: OnbaY C(T) P �� a zu'l9 5 2oZo -\$U3 IT0OO1 G GRANICUS ORDER DETAILS Prepared By: Phone: Email: Order #: Prepared On: Expires On: ORDER TERMS THIS IS NOT AN INVOICE Granicus Proposal for Weld County CO Cristina Leon cristina.leon@granicus.com Q-447097 01 Aug 2025 02 Sep 2025 Order Form Prepared for Weld County CO Currency: USD Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Current Subscription End Date: Initial Order Term End Date: 02 Sep 2025 02 Sep 2028 Period of Performance: 03 Sep 2025 - 02 Sep 2026 Order #: Q-447097 Prepared: 01 Aug 2025 Page 1 of 8 G GRANICUS Order Form Weld County CO PRICING SUMMARY The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal. OpenCities SaaS License OpenCities Intranet License OpenCities Subsite License LEGACY - OpenForms ENTERPRISE License OpenCities Intranet License AzureAD Connector License Order #: Q-447097 Prepared: 01 Aug 2025 Annual Annual Annual Annual Annual Annual 1 Each 1 Each 1 Each 1 Each 1 Each 1 Each $34,728.75 $10,418.63 $17,364.38 $13,891.50 $7,524.56 $1,157.63 Page 2 of 8 GGRAN ICUS FUTURE YEAR PRICING Order Form Weld County CO OpenCities SaaS License $36,465.19 $38,288.45 OpenCities Intranet License $10,939.56 $11,486.54 OpenCities Subsite License $18,232.60 $19,144.23 LEGACY - OpenForms ENTERPRISE License $14,586.08 $15,315.38 OpenCities Intranet License $7,900.79 $8,295.83 AzureAD Connector License $1,215.51 $1,276.29 psi'. �>:, �,m a r �vr'�,�4-.... ≤ d*.,� . .-.S9:. s, `Nnn�' �` r.. � '�., a r5 a. - •w �... �u to ,r �ra_ .. ,., .c,s ,� .',�`�.?; ..a. �'"t�,�,� ue.s , Order #: Q-447097 Prepared: 01 Aug 2025 Page 3 of 8 GGRANICUS PRODUCT UPDATES Order Form Weld County CO FOR INFORMATION ON RECENT AND UPCOMING PRODUCT ENHANCEMENTS ACROSS THE GRANICUS PORTFOLIO, PLEASE REFER TO THE SEMIANNUAL UPDATE INFORMATION ON THIS WEBPAGE: : HTTPS://GRANICUS.COM/SEMIANNUAL-UPDATES/ PRODUCT DESCRIPTIONS OpenCities SaaS License The OpenCities platform allows you to launch modern, easy to use websites that evolve to put the needs of your community at the center. The SaaS License includes: • All OpenCities out of the box functionality (excluding optional/premium modules priced separately) • Platform setup and full project management • Managed cloud hosting via Microsoft AzureGov • Ongoing security updates • Ongoing product updates and enhancements • WCAG AA Accessibility maintained perpetually • 99.9% up -time guarantee and 24/7 support for Priority 1 issues (per SLA) • Comprehensive SLA and Support Ticketing system See subscription agreement for details. OpenCities Intranet License Help all employees find and view the information they need through an elegant and intuitive online Intranet portal. Deliver content to specific employee groups securely. Enable HR functions such as company communications, vacation calendars or new hire onboarding. Organize policies. Surface and search key content. The OpenCities intranet provides a turn -key solution that captures years of local government digital leamings to bring people, processes and information together, providing your teams with everything they need to do their job better.Delivered as a mobile friendly, ADA / WCAG compliant, continually evolving cloud solution, an OpenCities Intranet is fast to deploy, easy to scale and provides the user experience a modern intranet needs. - OpenCities Project Manager from kick-off to go -live- Use the full power of OpenCities page types, content types and modules to create a functionality rich intranet- Staff directory and organization chart that syncs automatically with your Microsoft Azure Active Directory to ensure the information is always up to date- Enhance collaboration and communication with message boards- Allow users to create profiles, news, events and message boards in the intranet, without needing to access the CMS back -end - Does not include implementation services Order #: Q-447097 Prepared: 01 Aug 2025 Page 4 of 8 GRAN ICUS Order Form Weld County CO �'c�'fi..n J w. Rkk'4'A b e � � $Fa'h, d. J • � �s x .t ;_ .Fv . £. -. . OpenCities Subsite License This License is for a single subsite to be installed with an instance of OpenCities. Examples of subsites include: Libraries, leisure centers, festivals, tourism and more. Using our Subsite functionality, clients can create and manage subsites without the need to engage in custom web development. Using the site wizard, you can select what functions and layout needs you have for the site, set up publishers and permissions, and start entering content within a matter of days. Create and implement a visual theme in-house or partner with Granicus to deliver one for you. • Use the full power of OpenCities modules to create functionally rich subsites • Reduce maintenance costs • All sites benefit from ongoing Accessibility, Browser, Device and UI updates • Easily share content such as events in between sites, even if each site looks different • Setup password protected sites to deliver secure information to authenticated users. • Subsites are supported under the same terms as the main site, with the same SLA and support and maintenance agreements. • Does not include implementation services OpenCities Intranet License Help all employees find and view the information they need through an elegant and intuitive online Intranet portal. Deliver content to specific employee groups securely. Enable HR functions such as company communications, vacation calendars or new hire onboarding. Organize policies. Surface and search key content. The OpenCities intranet provides a turn -key solution that captures years of local government digital learnings to bring people, processes and information together, providing your teams with everything they need to do their job better.Delivered as a mobile friendly, ADA / WCAG compliant, continually evolving cloud solution, an OpenCities Intranet is fast to deploy, easy to scale and provides the user experience a modern intranet needs. - OpenCities Project Manager from kick-off to go -live- Use the full power of OpenCities page types, content types and modules to create a functionality rich intranet- Staff directory and organization chart that syncs automatically with your Microsoft Azure Active Directory to ensure the information is always up to date- Enhance collaboration and communication with message boards- Allow users to create profiles, news, events and message boards in the intranet, without needing to access the CMS back -end - Does not include implementation services Order #: Q-447097 Prepared: 01 Aug 2025 Page 5 of 8 GGRAN ICUS Order Form Weld County CO AzureAD Connector License OpenCities integrates with your Microsoft Active Directories (via AzureAD not on-prem), giving staff the convenience of a single sign -on experience and automatically mapping the appropriate roles and permissions in OpenCities to relevant AD users. For your OpenCities intranet, the Azure AD connector powers your staff directory and organisation chart to ensure they are dynamically updated on a regular basis. This may be used for your web, intranet and subsites. Order #: Q-447097 Prepared: 01 Aug 2025 Page 6 of 8 G GRAN ICUS TERMS & CONDITIONS Order Form Weld County CO • This quote, and all products and services delivered hereunder are governed by the terms located at https://granicus.com/legal/licensing, including any product -specific terms included therein (the "License Agreement"). If your organization and Granicus has entered into a separate agreement or is utilizing a contract vehicle for this transaction, the terms of the License Agreement are incorporated into such separate agreement or contract vehicle by reference, with any directly conflicting terms and conditions being resolved in favor of the separate agreement or contract vehicle to the extent applicable. • If submitting a Purchase Order, please include the following language: The pricing, terms and conditions of quote Q-447097 dated 01 Aug 2025 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order. • This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of Weld County CO 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. Order #: O-447097 Prepared: 01 Aug 2025 Page 7 of 8 G GRAN ICUS BILLING INFORMATION Order Form Weld County CO Billing Contact: Jacob Mundt Purchase Order Re uq ired? [ x ] - No _Li - Yes Billing Address: 1150 O St Greeley CO 80631 PO Number. If PO required Billing Email: i billing.it@weld.gov Billing Phone: 970-400-4357 If submitting a Purchase Order, please include the following language: The pricing, terms, and conditions of quote O-447097 dated 01 Aug 2025 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order. AGREEMENT AND ACCEPTANCE By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and terms. Title: Date: Attest: Esther E. Gesick, Clerk to the Board Chair, Board of Weld County Commissioners AUG 1 3 2025 By: De Order #: O-447097 Prepared: 01 Aug 2025 Page 8 of 8 Zozo-1`k 3 Contract Form Entity Information Entity Name * GRANICUS LLC Entity ID* @00039123 Contract Name * RENEWAL FOR OPENCITIES WEBSITE HOSTING Contract Status CTB REVIEW Contract Description * 3 YEAR AGREEMENT FOR OPENCITIES WEBSITE HOSTING. Contract Description 2 Contract Type * Department AGREEMENT INFORMATION TECHNOLOGY-GIS Amount* $85,085.45 Department Email CM - Renewable* InformationTechnologyGI NO S@weld.gov Automatic Renewal Department Head Email CM - Grant InformationTechnologyGI S-DeptHead@weld.gov IGA County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COU NTYATTO RN EY@WEL D.GOV [j New Entity? Contract ID 9826 Contract Lead * JMUNDT Contract Lead Email jmundt@weld.gov Parent Contract ID Requires Board Approval YES Department Project # Requested BOCC Agenda Due Date Date* 08/09/2025 08/13/2025 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Review Date* 06/01/2026 Committed Delivery Date Renewal Date Expiration Date* 09/02/2026 Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date CONSENT 08/08/2025 Approval Process Department Head Finance Approver Legal Counsel RYAN ROSE CONSENT CONSENT DH Approved Date Finance Approved Date Legal Counsel Approved Date 08/08/2025 08/08/2025 08/08/2025 Final Approval BOCC Approved Tyler Ref # AG 081325 BOCC Signed Date Originator JMUNDT BOCC Agenda Date 08/13/2025 �nitiaC� I'D gp2L{ BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: DEPARTMENT: PERSON REQUESTING: Renewal of OpenCities Software and Assignment of Contract Information Technogy Ryan Rose DATE: 415/24 Brief description of the problem/issue: Weld County public websites and intranet sites are built on software owned by OpenCities. In 2023, Granicus actuired OpenCities. This agreement seeks to renew software services, and also assigns the contract with OpenCities to Granicus. The agreement has been reviewed by the Weld County attorney and all associated costs were budgeted in the FY budget. The associated order (Exhibit A) was paid in FY23, this agreement formalizes assignment and Terms & Conditions of use with Granicus. What options exist for the Board? 1) approve the assignment 2) request work session Consequences: Weld County has 13 internal and external sites using OpenCities software Impacts: Operational critical Cost (Current Fiscal Year/Ongoing or Subsequent Fiscal Years: No cost associated with assignments, annual maintenance was paid in FY23 Recommendation: It is the recommendation of the IT Department to approve this agreement Perry L. Buck, Pro-Tem Mike Freeman Scott K. James Kevin D. Ross, Chair Lori Saine cones+wynda, (}/tS/2y Support Recommendation Schedule Place on BOCC Agenda Work Session Other/Comments: 4.-//5/-0- lo2o-7s03 vccoc DocuSign Envelope ID: A083D82E-A031-4DD2-9FF6-7836C49E4C6A GRAN ICUS 408 Saint Peter Street, Suite 600 Saint Paul, MN 55102 United States Amendment Prepared for Weld County CO Assignment of Open Cities, Inc., and First Amendment to the Granicus Service Agreement between Granicus, LLC and Weld County CO This Assignment and First Amendment to the Granicus, LLC Service Agreement is effective on the date this document is signed and entered into by and between Granicus, LLC, a Minnesota Limited Liability Company d/b/a Granicus (hereinafter referred to as "Granicus"), and Weld County CO (hereinafter referred to as WHEREAS, the Client and Open Cities, Inc. entered into an Agreement effective 09/03/2020, Tyler Document No. 2020-1803 (the "Agreement"); and WHEREAS, Granicus, aquired Open Cities, Inc. and now desires to accept and assume all of Open Cities, Inc.'s rights, duties, benefits, and obligations under the Agreement; and WHEREAS, the Client and Granicus wish to extend the Agreement through 09/02/2024; and NOW, THEREFORE, in consideration of the premises, the parties intend that the Agreement be amended as follows: 1. The parties acknowledge and agree that Granicus will assume all the rights and obligations of under the Agreement, and all references to Open Cities, Inc., in the Agreement are hereafter "Granicus". 2. Compensation shall be amended to include the fees detailed in Exhibit A. Exhibit A is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of the Client to provide applicable exemption certificate(s). 3. The Agreement shall be extended through 09/02/2024. 4. Except as amended by this First Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. 5. In the event of any inconsistency between the provisions of this First Amendment and the documents comprising the Agreement, the provisions of this First Amendment shall prevail. IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed by their duly authorized representatives. Agreement and Acceptance By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and terms. Weld County CO Signature: Name: Kevin D. Ross Granicus DocuSigned by: Signature: EF'4"1"' Brendan $tgfilerman Name: Title: Chair, Weld County Board of Commissioners Title: Date: APR 1 5 2024 Date: Manager, Contracts 3/11/2024 Order #: O-178071 Prepared: 11/01/2022 Page 1 of 3 DocuSign Envelope ID: A083D82E-A031-4DD2-9FF6-7836C49E4C6A tes OPANICUS 408 Saint Peter Street, Suite 600 Saint Paul, MN 55102 United States ORDER DETAILS Prepared By: Phone: Email: Order #: Prepared On: Expires On: ORDER TERMS Currency: Payment Terms: Current Subscription End Date: Order #: Q-178071 Prepared: 11/01/2022 THIS IS NOT AN INVOICE Exhibit A Olive Nofzinger olivia.nofzinger@granicus.com Q-178071 11/01/2022 09/02/2023 Exhibit A Prepared for Weld County CO USD Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) 09/02/2023 Page 2 of 3 DocuSign Envelope ID: A083D82E-A031-4DD2-9FF6-7836C49E4C6A G GRANICUS Exhibit A Weld County CO PRICING SUMMARY The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal. �Renewin Renewing Subscr� Subscription �o Fees Solution Billing Frequency Quantity/Unit Annual Fee OpenCities SaaS License Annual 1 Each $31,500.00 OpenCities lntrane License Annual 1 Each $9,450.00 OpenCities Subsite License Annual 1 Each $15,750.00 LEGACY - OpenFor-ns ENTERPRISE License Annual 1 Each $12,600.00 OpenCities Intrane License Annual 1 Each $6,825.00 AzureAD Connector License Annual 1 Each $1,050.00 SUBTOTAL: $77,175.00 Order #: Q-178071 Prepared: 11/01/2022 Page 3 of 3 Contract F Entity Information Entity Name * GRANICUS LLC Entity ID* @00039123 Contract Name * ASSIGNMENT OF OPENCITIES AND ANNUAL RENEWAL Contract Status CTB REVIEW Q New Entity? Contract ID 8024 Contract Lead * JMUNDT Contract Lead Email jmundt@co.weld.co.us Contract Description * ASSIGNMENT OF OPENCITIES AND ANNUAL RENEWAL (RENEWAL PAID IN FY2023) Contract Description 2 Contract Type* AGREEMENT Amount* $0.00 Renewable" NO Automatic Renewal Grant IGA Department INFORMATION TECHNOLOGY-GIS Department Email CM- InformationTechnologyGI S@weldgov.com Department Head Email CM- InformationTechnologyGI S- DeptHead@weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL DGOV.COM Parent Contract ID Requires Board Approval YES Department Project # Requested BOCC Agenda Due Date Date* 04/11/2024 04/15/2024 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Review Date * 06/01/2024 Committed Delivery Date Renewal Date Expiration Date" 09/22/2024 Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date CONSENT 04/11/2024 Approval Process Department Head Finance Approver Legal Counsel RYAN ROSE CONSENT CONSENT DH Approved Date Finance Approved Date Legal Counsel Approved Date 04/11/2024 04/11/2024 04/11/2024 Final Approval BOCC Approved Tyler Ref # AG 041524 BOCC Signed Date Originator JMUNDT BOCC Agenda Date 04/15/2024 1,c5a3 PASS -AROUND TITLE: DEPARTMENT: BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW Contract for OpenCities Active Directory Integration Information Technology DATE: 8/24/21 PERSON REQUESTING: Ryan Rose Brief description of the problem/issue: As part of our Open Cities website platform, we have a dedicated, secure site for Public Safety use. Open Cities has provided the attached 'Schedule C to their contract, which enables them to integrate Active Directory on this site. This further improves the site's security and increases operational efficiency. There is no additional cost, and no other changes to the provisions of the contract. What options exist for the Board? (include consequences, impacts, costs, etc, of options): 1) Approve Schedule C to allow AD Integration Recommendation: The IT Department recommends that the BOCC approve Schedule C. Perry L. Buck Mike Freeman Scott K. James, Pro -tern Steve Moreno, Chair Lori Saine e4.3.4-- A ao a 1 Approve Reco mendation . ttYi p.t 2 CC/est Schedule Work Session Other/Comments: cs�� 19P- I./ e,2 gap - 263 Ly-rectoott 10 OpenCities Software as a Service Agreement Schedule C OpenCities, Inc, 1314 22"d Avenue, #697 San Francisco, CA 94122 Schedule C - Contract Continuation This section of the agreement is to be used only in an event of service variation from the original agreement, and/or to reflect any changes to the services or modules provided under the existing SaaS agreement. The following constitutes a continuation of the existing SaaS agreement between Weld County, CO and OpenCities, which has taken effect on the 28th of July 2021. The parties affirm that no other terms or conditions of the above -mentioned original contract not hereby otherwise modified or amended in the section below, shall be negated or changed as a result of this Schedule C — Contract Continuation. SaaS Subscription Microsoft Azure AD Connector for two instances Included in SaaS Subscription Term of agreement Term of agreement No Change Subscription start date September 03, 2021 in line with Intranet subscription Website setup services Microsoft AzureAD Setup Included Microsoft Azure AD Connector Schedule C — Weld County, CO 1 Luke Norris Schedule C signing page Executed by OpenCities: Print Name August 23, 2021 Date Executed by Weld County, CO by its duly authorized officers: Signature Steve Moreno, Chair, Board of Weld County Commissioners Print Name .SEP 0 8 2021 Date Microsoft Azure AD Connector Schedule C — Weld County, CO Contract Form New Contract Request Entity Information Entity Name* OPENCITIES INC Entity ID* 00042633 Contract Name* 2021 CONTRACT ADDENDUM, SCHEDULE C Contract Status CTB REVIEW El New Entity? Contract OD 5223 Contract Lead* JMUNDT Contract Lead Email jrnundtr-co.weld.co.us D Requires Board Approval YES Department Project # Contract Description* AN ADDENDUM TO THE EXISTING CONTRACT, CHANGING NO TERMS OR COSTS, BUT EXPANDING THE SERVICES RENDERED TO INCLUDE AD INTEGRATION FOR A SECOND INTRANET. Contract Description 2 Contract Type AGREEMENT Amount* 50.00 NO Automatic Renewal Department INFORMATION TECHNOLOGY-GIS Department Email CM - I nformationTech nologyGIS4, weldgov.com Department Head Email CM- InformationTechnologyGIS- DeptHeadc weldgov.com County Attorney GENERAL COUNTY Al IORNEY EMAIL County Attorney Email CM- COUNTYA I 1 ORNEY•INELDG OV.COM Requested BOCC Agenda Date* 09/01:2021 Due Date 08/28='2021 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note. the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in On Base Contract Dates Effective Date Review Date* 08/26/2022 Renewal Date Termination Notice Period Contact Information Contact Info Contact Name Purchasing Committed Delivery Date Contact Type Contact Email Expiration Date* 08:31:2022 Contact Phone I Contact Phone 2 Purchasing Approver Purchasing Approved Date CONSENT 09:01 .' 2021 Approval Process Department Head RYAN ROSE DH Approved Date 09;'01, 2021 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 0908x2021 Originator JMUNDT Finance Approver CONSENT Legal Counsel CONSENT Finance Approved Date Legal Counsel Approved Date 09;'01 2021 09'0112021 Tyler Ref # AG090821 Ccer c4 3 SOFTWARE AS A SERVICE AGREEMENT This Software As A Service Agreement (this "Agreement") is dated September _3_, 2020 (the "Effective Date"), and is by and between OpenCities, Inc., a Delaware corporation ("OpenCities"), and the County of Weld, Colorado ("Customer"). This Agreement includes Schedules A with SLA and Schedule B hereto, as well as OpenCities' Acceptable Use Policy, and Privacy Policy (all as defined below in Article 1), and all such documents are incorporated herein by this reference. OpenCities offers website publishing, management and hosting services for local government websites utilizing proprietary content management system, and Customer desires that OpenCities provide such services to Customer, all on the terms and conditions set forth herein. Therefore, in consideration for the mutual promises of the parties set forth below, the adequacy of which consideration the parties hereby acknowledge, the parties agree as follows. 1. DEFINITIONS. The following capitalized terms will have the following meanings whenever used in this Agreement. 1.1. "Acceptable Use Policy" ("AUP") means, as of any date, the version of OpenCities' acceptable use policy posted at http://support.OpenCities.eom as of such date. 1.2. "Business Day" means a day other than a Saturday or a Sunday on which banks in the State of California are open for business. 1.3. "Core Module" means the individual modules that are included within the SaaS. From time to time, new Core Modules will be introduced to the SaaS via Version Updates which are included in the Fees paid by Customer. 1.4. "Customer Data" means any and all data and information, including text, graphics, photographs, audio-visual elements, music, illustrations, video or other content, domain names, email, chat room content, bulletin board postings, or any other items or materials of Customer, any user or any other third party provided or permitted by Customer to be made available by or to reside within the SaaS or Customer's Website. 1.5. "Customer's Website" means the website(s) created by or on behalf of Customer through use of the SaaS for Customer's internal business purposes. 1.6. "Customizations" has the meaning ascribed to it in Section 2.2(f). 1.7. "Documentation" means OpenCities' standard user documentation and any other operating, training and reference manuals related to the SaaS, all of which are contained in the OpenCities Help Center. 1.8. "Integrations" means optional enhancements to the SaaS involving third party products or services, which are offered separately by OpenCities and are available for purchase by Customer via the OpenCities Help Center. c&: 6T) Ao-00 3 _TTo,0q 1.9. "Intellectual Property Rigjhts" means all intellectual or industrial property, including without limitation any copyright, trade or service mark, patent, moral right, trade secret, logo, know how, rights in relation to inventions, drawings, discoveries, improvements, technical data, formulae, computer programs, know-how, logos, designs, circuit layouts, domain names, business names, software, whether or not now existing, and whether or not registered or unregistered rights, and rights in respect of Confidential Information. 1.10. "Malicious Code" means code, files scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses. 1.11. "OpenCities Help Center" means the Documentation and the specifications for the SaaS (the "Specifications") currently posted at http://support.OpenCities.com. 1.12. "Privacy Policy" means, as of any date, OpenCities' privacy policy posted at httn://sunnort.OnenCities.com as of such date. 1.13. "SaaS" means the data traffic management, website publishing and web hosting services utilizing OpenCities' proprietary content management system, including any Version Updates and Core Modules released by OpenCities, and all related Specifications and Documentation. 1.14. ";Scheduled Maintenance Window" means the date and time slot identified by OpenCities in a written notice given to Customer via the OpenCities Help Center no later than 5 Business Days prior to the proposed Scheduled Maintenance Window to enable maintenance work and Version Updates to be performed. The Scheduled Maintenance Window will be outside of Customer's normal business hours and periods of peak demand, whenever reasonably possible. 1.15. "SLA" or "Service I evel Agreement" means OpenCities' standard service level agreement as in effect from time to time, the current version of which is set forth in Schedule A hereto. 1.16. "Term" is defined in Section 12.1 below. 1.17. "Version Updates" means updated versions of the SaaS (indicated by a higher numerical version number) developed by OpenCities with enhancements or additions to the functionality, and/or performance improvements and bug fixes. 1.18."Aggregate & Anonymized Data", as referenced in section 5.8, means Customer Data with the following removed: personally identifiable information and the names and addresses of Customer and any of its users. Aggregate Data includes reporting on trends such as the most popular "Homepage Top Tasks" across our customer base or by region, use of specific page templates, and etc. 2 SCOPE AND USAGE OF SAAS. 2.1. Use of SaaS. During the Term and upon payment of the applicable Fees set out in Schedule A hereto, OpenCities shall make the SaaS available to Customer in accordance with the terms of this Agreement solely for Customer's internal business purposes. Customer may permit an unlimited number of its employees and its contractors to use the SaaS provided their use is solely 2 for Customer's internal business purposes and at all times in compliance with the terms of this Agreement. Customer agrees to be responsible for any breach of this Agreement by its contractors. 2.2. Scope of SaaS Upon payment of the applicable Fees and subject to the other terms and conditions of this Agreement, OpenCities will provide the following services to Customer during the Term: (a) Website Publishing System. OpenCities will provide Customer with the website publishing functionality set out in the SaaS Documentation and the Specifications. (b) Web Hosting.. OpenCities will provide Customer with the data traffic management and web hosting services set out in Schedule A. (c) Maintenance and Support. OpenCities will provide the maintenance and support services set out in Section 3 hereof. (d) Service Level Agreement. OpenCities will use commercially reasonable efforts to ensure the SaaS is available in accordance with the then applicable Service Level Agreement. (e) Customizations. OpenCities may provide Customer with developer training in setting up additional templates, functions or web services and other additional functionality to customise the SaaS ("Customizations"), or Customer may request that OpenCities develop Customizations on Customer's behalf. Any Customization services to be supplied by OpenCities will be provided pursuant to a separate statement of work executed by the parties. All such Customization services will be charged on a time and materials basis at OpenCities then -current rates for the applicable Customization services. Where Customizations have been produced by the Customer or a 3rd party, OpenCities is not responsible for any incompatibility between the Customizations and the SaaS, including those resulting from Version Updates to the SaaS. Where the Customizations have been produced by OpenCities, OpenCities agrees that such Customizations will be compatible with the then -current version of the SaaS in accordance with the terms set forth in the applicable statement of work. Customer acknowledges that the support and maintenance services set out in Article 3 will not be provided for any Customizations and that Customizations are not covered by the Service Level Agreement. If Customer desires to obtain support for any Customizations, any support offered by OpenCities will be charged on a time and materials basis at OpenCities' then -current rates for such support. Any Customizations developed by OpenCities shall be the property of OpenCities. Effective upon delivery of any such Customizations to Customer, OpenCities grants Customer a perpetual, nonexclusive, non -transferable, fully paid license to copy, modify, create derivative works of and use such Customizations as part of Customer's Website. (0 Additional Services. OpenCities may provide certain additional services from time to time under this Agreement as agreed by the parties in writing. (g) Use of Third Party Service Providers. Customer acknowledges that OpenCities has, and 3 in the future may, retain one or more third party service providers to supply certain aspects of the SaaS, including certain of the facilities, equipment, products, services and connectivity necessary to offer the SaaS. Customer acknowledges that OpenCities currently obtains web hosting services from the provider identified in, and on the terms and conditions referenced in, Schedule A. 2.3. Documentation: Customer may reproduce and use the Documentation solely as necessary to support its use of the SaaS. 2.4. Users of Customer's Website. Customer may authorize an unlimited number of users to access and use Customer's Website. Customer agrees that it is not authorized to, and agrees not to, make any representations or warranties regarding the SaaS or OpenCities to any user or third party, and further agrees not to otherwise create or purport to create any obligations or liabilities on the part of OpenCities. As permitted under Colorado law, Customer agrees to indemnify OpenCities for its and any user's acts and omissions related to Customer's Website and/or the SaaS. OpenCities has no obligation to provide support or any other services, or any SLA remedies or other remedies, to such users. 3e MAINTENANCE AND SUPP 1 SERVICES 3.1. Maintenance and Support; SLA. Subject to the other provisions of this Article 3 and Customer's payment of all applicable Fees, during the Term: Intentionally left blank (b) OpenCities may revise the SLA or the features and functions of the SaaS at any time, provided no such revision materially reduces the features or functionality provided to Customer as set forth herein. (c) OpenCities will provide Customer with Version Updates. Customer acknowledges that Version Updates are mandatory and necessary for the proper function and security of the SaaS. Customer agrees to the implementation of all Version Updates by OpenCities. Implementation will occur during a Scheduled Maintenance Window. Any SaaS downtime or functionality issues arising during a Scheduled Maintenance Window will not be subject to the Service Level Agreement. (d) OpenCities grants Customer personnel unlimited access to the OpenCities Help Center to review the Documentation and Specifications. Customer acknowledges and agrees that it does not have an unlimited right to request maintenance and support services through the OpenCities Help Center; requests for maintenance and support must be made in compliance with paragraph (e) hereof (e) OpenCities will make available to Customer an online and telephone help desk service, which will allow 4 designated support representatives of Customer who have received training in the SaaS to request maintenance and support services in accordance with the Service Level Agreement. Requests from other personnel will not be accepted. The contact details for the online and telephone help desk support services are set out in Schedule A. 4 (f) Notwithstanding the provisions of paragraphs (d) and (e) above, where Customer's Website is experiencing a Severity 1 problem, any Customer personnel may contact OpenCities via the telephone help desk to report the Severity 1 problem. 3.2. Scheduled and Emergency Maintenance. (a) OpenCities agrees to use commercially reasonable efforts to conduct all SaaS maintenance within a Scheduled Maintenance Window. However, Customer acknowledges that an unplanned event may occur that will require the need for OpenCities to perform maintenance on the SaaS on an emergency basis outside of a Scheduled Maintenance Window. (b) OpenCities will use reasonable efforts to give Customer advance notice of emergency maintenance, but it is possible that advanced notification of emergency maintenance will not occur. Any SaaS downtime or functionality issues during the Scheduled Maintenance Window will not be subject to the Service Level Agreement. 3.3 Conditions. OpenCities provision of the maintenance and support services set forth in this Article 3 is subject to the following conditions: (a) Customer must document and promptly report all errors or malfunctions of the SaaS to OpenCities or its assigned agents and representatives; (b) Customer must carry out procedures to rectify errors or malfunctions within a reasonable period after receiving instructions from OpenCities on such procedures; and (c) Customer must provide OpenCities with reasonable access to Customer's personnel, its assigned agents and representatives as required by OpenCities to meet its obligations under this Agreement. 3.4 Exclusions. OpenCities is under no obligation to provide the maintenance and support services specified in this Article 3 if they are requested as a result of or related to: (a) operation of the SaaS with other media and hardware, SaaS or interfaces not authorized or maintained in accordance with this Agreement or the Documentation; (b) use of the SaaS that is not in accordance with the Documentation; (c) any modification, alteration or addition or attempted modification, alteration or addition to the SaaS (unless such modifications were developed by OpenCities or authorised by OpenCities through development by the OpenCities team or specified by contract addendum); (d) failure of any third party service, such as any given data service, internet service, telecommunications connection, hardware, software, web services, or third party content, software, or equipment; or (e) any non -reproducible error or defect reported by Customer. 3.5 Abuse of Maintenance Services. In the event Customer abuses the maintenance and support services offered by OpenCities (e.g. by declaring a problem Severity Level 1 when it is only Severity Level 2, 3 or 4, unless such distinction could not reasonably have been determined, or by reporting problems which are not Severity 1 during non -business hours) an "Abuse Incident" will be noted, and OpenCities will inform Customer of such. 5 4. FEES AND PAYMENT TERMS. 4.1 Subscription Fees Customer will pay OpenCities the annual subscription and other fees set forth in Schedule A (the "Fees") during the Initial Term and the applicable Fees for each Renewal Term. All Fees are non -cancelable and non-refundable. The Fees for the first year of the Initial Term are payable within 30 days of execution of this Agreement, and the Fees for each successive year during the Initial Term and each Renewal Term shall be payable net 30 days from the date of OpenCities' invoice. 4.2 Fee Adjustments. Upon expiration of the Initial Term as defined in schedule A, Fees may be adjusted for each Renewal Term to take into account any increases in the Consumer Price Index or decrease in utilization by the Customer. Renewal Term increases may be variable based on market values but will not exceed 5%. No later than ninety (90) days prior to the commencement of any Renewal Term, Customer agrees to provide OpenCities with any known changes in deployment or licensing. OpenCities shall notify Customer of any Fees adjustments made pursuant to this Section 4.2 at least ninety (90) days prior to the commencement of the applicable Renewal Term. 4.3 Excess I Jsage. If Customer uses any bandwidth or storage space in excess of the `allocated bandwidth and storage space' set forth in Schedule A, OpenCities may, in its sole discretion, require that Customer pay additional traffic and server storage charges calculated in accordance with Schedule A (for which Weld County is exempt). Customer's and its users' use of the SaaS and access to it is Customer's responsibility. Customer is responsible for any unauthorised access to the SaaS resulting in bandwidth and/or storage usage exceeding the allocated limits and any charges resulting as a consequence. 4.4 Overdue Charges. If any invoiced amount is not received by OpenCities by the due date that is not disputed, then without limiting OpenCities' rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) OpenCities may condition future subscription renewals on payment terms shorter than those specified herein. Customer will be liable for all costs of collection of any undisputed, overdue amounts.. 4.5 Taxes_ The Fees charged by OpenCities do not include any taxes, levies, duties or similar governmental assessments of any nature, including, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Customer is responsible for paying all Taxes associated Customer's purchase of the SaaS. If OpenCities has the legal obligation to pay or collect any Taxes for which Customer is responsible under this Section 4(e), then Customer agrees that OpenCities will invoice Customer that amount unless Customer provides OpenCities with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, OpenCities is responsible for taxes assessable against it based on its income, property and employees. 4.6 Future Functionality. Customer agrees that its purchase is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made 6 by OpenCities regarding future functionality or features. 4.7 Customer and OpenCities agree this agreement includes all functional, technical, and security requirements stated in the RFP, which is attached as Schedule C, and the provisions of the OpenCities RFP response in full, which is attached as Schedule D. 5. CUSTOMER DATA & SECURITY. 5.1. Customer Rights to Data Customer retains all right, title and interest (including any Intellectual Property Rights) in and to all data and content supplied by or on behalf of Customer in connection with the SaaS and Customer's Website, including data uploaded by users thereof (collectively, the "Customer Data"). Customer hereby grants OpenCities a limited, non-exclusive, royalty -free, non -transferable license to host, reproduce, transmit, cache, store, exhibit, publish, display, distribute, perform, and otherwise use the Customer Data solely as necessary to provide the SaaS for Customer. 5.2. Responsibility for Customer Data. Customer is solely responsible for Customer Data, including the accuracy, quality, appropriateness and legality of all Customer Data and the means by which the Customer Data is acquired, and OpenCities shall have no responsibility or liability therefor. Customer represents and warrants to OpenCities that: (a) Customer owns or has the right to use Customer Data, and has the rights necessary to grant OpenCities the licence set forth in Section 5.1. (b) All Customer Data will be "server ready" and otherwise remain fully compatible with OpenCities' SaaS (including all software and operating systems); and (c) Customer has obtained all necessary rights, releases and consents to allow the Customer Data to be collected, used and disclosed in the manner contemplated by this Agreement and to grant OpenCities the rights herein. 5.3. OpenCities' Use of Customer Data. Unless it receives Customer's prior written consent, OpenCities: (a) will not access, process, or otherwise use Customer Data other than as necessary to facilitate the SaaS; and (b) will not intentionally grant any third party access to Customer Data, except subcontractors that are subject to a reasonable nondisclosure agreement. Notwithstanding the foregoing, OpenCities may disclose Customer Data, including, without limitation, user profile information (i.e. name, e-mail address, etc.), IP addressing and traffic information, and usage history, as required by applicable law or by proper legal or governmental authority. OpenCities will give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer's expense. 5.4. Protection of Customer Data. OpenCities will use commercially reasonable, industry standard administrative, physical and technical safeguards for the protection of the security, confidentiality and integrity of the Customer Data, including implementation of measures designed to prevent unauthorized access, use, modification, disclosure and loss of the Customer Data. 7 OpenCities will archive Customer Data on a regular basis during the Term by performing 6 daily and 8 weekly backups for the purposes of disaster recovery. In the event of equipment failure or data corruption, OpenCities will restore from the most recent uncorrupted archive. In the event of corruption of all of OpenCities archives, or in the event that an old archive is used to restore data, Customer will have the responsibility of uploading new Customer Data to Customer's Website. OpenCities will not be liable for incomplete, out-of-date, corrupt or otherwise deficient Customer Data recovered from OpenCities backups. 5.5. No Obligation to Monitor; Right to Remove. OpenCities may, but has no obligation to, monitor, review or edit Customer Data. In all cases, OpenCities reserves the right to remove, delete or disable access to any Customer Data that OpenCities determines, in the exercise of its sole discretion, violates this Agreement (including the Acceptable Use Policy) or is illegal, damaging, problematic, objectionable or otherwise inappropriate. OpenCities may take such action without prior notification of Customer, but will notify the Customer after the action has been completed. 5.6. Privacy Policy. The Privacy Policy applies only to the SaaS and does not apply to any third party website or service linked to the SaaS or recommended or referred to through the SaaS or by OpenCities staff. 5.7. Risk of Exposure,. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the SaaS, Customer assumes such risks. OpenCities offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through errors or the actions of third parties. Other than the use of the Microsoft Azure Gov data center, OpenCities is not currently using other third -party technology providers in our work with Weld. 5.8. Aggregate & Anonymized Data. Notwithstanding the provisions above of this Article 5, OpenCities may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. ("Aggregate Data" refers to Customer Data with the following removed: personally identifiable information and the names and addresses of Customer and any of its users.) 6. CUSTOMER'S OBLIGATIONS & RESTRICTIONS. 6.1 Acceptable Use. Customer will comply with OpenCities' AUP as in effect from time to time. Customer will not: (a) sell, resell, license, sublicense, distribute, make available, rent or lease the SaaS or use the SaaS for service bureau or time-sharing purposes or in any other way allow third parties to exploit or access the SaaS, except users accessing Customer's Website as specifically authorized by this Agreement; (b) use the SaaS to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third - party privacy rights; (c) use the SaaS to store or transmit Malicious Code; (d) share non-public SaaS features or content with any third party; (e) frame or mirror any part of the SaaS other than framing on Customer's own intranets or otherwise for Customer's internal business purposes; (f) reverse engineer any portion of the SaaS, or (g) access the SaaS in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the SaaS, or to copy any ideas, parts, features, functions or graphics of the SaaS. In the event that it suspects any breach of the requirements of this Section 6.1, including without limitation by 8 Customer's users, OpenCities may suspend Customer's access to the SaaS without advance notice, in addition to such other remedies as OpenCities may have. Neither this Agreement nor the AUP requires that OpenCities take any action against Customer or any user or other third party for violating the AUP, this Section 6.1, or this Agreement, but OpenCities is free to take any such action it sees fit. Any breach of the AUP or any of the provisions of this Article 6 will entitle OpenCities to elect to terminate this Agreement immediately upon written notice to Customer. 6.2 Unauthorized Access; Security. Customer will take reasonable steps to prevent unauthorized access to the SaaS and the network, including without limitation by protecting its passwords and other log -in information. Customer will notify OpenCities immediately of any known or suspected unauthorized access to or use of the SaaS or breach of its security and will use best efforts to stop said breach. Customer shall not: (a) interfere with or disrupt the integrity or performance of the SaaS or attempt to gain unauthorized access to the SaaS, or OpenCities' or its suppliers' related systems and networks; (b) commit, cause or allow any breach (or do anything which might put us in breach) of any applicable law, regulation, government direction or industry standard or code; (c) attempt to or actually access the SaaS by any means other than through the portals or interfaces provided by OpenCities; (d) attempt to or actually override any security component included in or underlying the SaaS; or (e) attempt or engage in any action that directly or indirectly interferes with the proper working of or place an unreasonable load on OpenCities' infrastructure. 6.3 Compliance with Laws. In its use of the SaaS, Customer will comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of Customer Data. 6.4 Responsibility for tigers; SaaS Access. Customer is responsible and liable for: (a) its own and its users use of the SaaS, including without limitation for any unauthorized user conduct and any user conduct that would violate the AUP or the requirements of this Agreement applicable to Customer; and (b) any use of the SaaS through Customer's account, whether authorized or unauthorized, including unintentional breach of access such as phishing, malicious attacks, or similar. Customer agrees to indemnify OpenCities against any loss or damage (except where and to the extent that such loss or damage is consequential in nature) that OpenCities suffers as a result of any unauthorized access to OpenCities' SaaS or network or those of OpenCities' suppliers. 6.5 Required Third Party Services. (a) Customer will establish and maintain, at its own expense, all telecommunications equipment and access lines necessary to gain access to the SaaS. 9 (b) In order for OpenCities to provide some of the services under this Agreement, Customer may at times, be required to give OpenCities access to or provide authentication mechanisms for accounts or services Customer may have with third party providers. When Customer provides OpenCities with this information or provides OpenCities with access to these third party accounts, Customer warrants that it has all the necessary contractual and legal rights to give OpenCities such access, login information and passwords. (c) Customer acknowledges that OpenCities will not have any responsibility or liability with regard to any third party services used by the Customer on or through the OpenCities formed web content, such as payment and e -commerce services, and any use of such third party services will be at Customer's own risk. Customer further acknowledges that the technical ability to link to such services (such as the possibility of a 'PayPal' button), is provided only as part of the SaaS but will not be deemed to create any liability or responsibility on behalf of OpenCities. (d) Where any third party SaaS integration is found to cause performance, stability or security issues, OpenCities will first work with the Customer proactively to resolve the issue, but reserves the right to disable or remove that third party SaaS in order to restore our SaaS to acceptable levels. 6.6 Customer Representative. Customer will appoint a designated representative who will be authorized to act as the primary point of contact for Customer in dealing with OpenCities with respect to each party's obligations under this Agreement and on a timely basis. 7 OPENCITIES IP & FEEDBACK. 7.1 IP Rights in the SaaS. OpenCities retains all right, title, and interest in and to the SaaS, including without limitation all software used to provide the SaaS and all graphics, user interfaces, logos, and trademarks reproduced through the SaaS. This Agreement does not grant Customer any intellectual property license or rights in or to the SaaS or any of its components or any Documentation. Customer recognizes that the SaaS and its components and the Documentation are protected by copyright and other laws. 7.2 Feedback. OpenCities has not agreed to and does not agree to treat as confidential any Feedback (as defined below) that Customer or other users provide to OpenCities, and nothing in this Agreement or in the parties' dealings arising out of or related to this Agreement will restrict OpenCities's right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer or the user in question. Customer hereby grants OpenCities a perpetual, irrevocable right and license to exploit Feedback in any and every way. ("Feedback" refers to any suggestion or idea for improving or otherwise modifying any of OpenCities's products or services.) 8 CONFIDENTIAL INFORMATION. 8.1 "Confidential Information" refers to the following items: (a) any document either party marks "Confidential"; (b) any information either party orally designates as "Confidential" at the 10 time of disclosure, provided the disclosing party confirms such designation in writing within ten (10) Business Days; (c)any OpenCities software and all Documentation and other information in the OpenCities Help Center, whether or not marked or designated confidential; and (d) any other nonpublic, sensitive information the receiving party should reasonably consider a trade secret or otherwise confidential. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in the receiving party's possession at the time of disclosure; (ii) is independently developed by the receiving party without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of the receiving party's improper action or inaction; or (iv) is approved for release in writing by the disclosing party. 8.2 Nondisclosure. Neither OpenCities nor Customer will use Confidential Information for any purpose other than in performance of this Agreement (the "Purpose"). Each of OpenCities and Customer agrees that it: (a) will not disclose Confidential Information to any of its employees or contractors unless such persons need access in order to facilitate the Purpose and, in the case of a contractor, such contractor executes a nondisclosure agreement with the appropriate party with terms no less restrictive than those of this Article 8; and (b) will not disclose Confidential Information to any other third party without the disclosing party's prior written consent. Without limiting the generality of the foregoing, each party will protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Each party agrees that it will promptly notify the other party of any misuse or misappropriation of the other party's Confidential Information that comes to its attention. Notwithstanding the foregoing, each party may disclose Confidential Information as required by applicable law or by proper legal or governmental authority, provided such party gives the other party prompt notice of any such legal or governmental demand and reasonably cooperates with the other party in any effort to seek a protective order or otherwise to contest such required disclosure, at the other party's expense. 8.3 Injunction. The parties agree that breach of this Article 8 would cause the disclosing party irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, and that the disclosing party will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security. 8.4 Termination & Return. With respect to each item of Confidential Information, the obligations of Section 8.1 above will terminate five (5) years after the date of disclosure; provided that such obligations related to Confidential Information of a party constituting trade secrets will continue so long as such information remains subject to trade secret protection pursuant to applicable law. Upon termination of this Agreement, each party will return all copies of the other party's Confidential Information to the other party or certify, in writing, the destruction thereof. 8.5 Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Each party will retain all right, title, and interest in and to all of its Confidential Information. 8.6 Exception & Immunity. Pursuant to the Defend Trade Secrets Act of 2016, 18 USC Section 1833(b) (the "DTSA"), each party is on notice and acknowledges that, notwithstanding the foregoing or any other provision of this Agreement: 11 (a) An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that- (A) is made- (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. (b) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual- (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order. 9 REPRESENTATIONS & WARRANTIES. 9.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that it has full power and authority to execute and deliver this Agreement, the execution, delivery and performance of this Agreement by such party has been duly authorized, and this Agreement, when executed and delivered, will constitute the binding obligation of such party, enforceable against such party in accordance with its terms and will not conflict with any other agreement or instrument to which it is a party or by which it is bound. 9.2 Customer Representations and Warranties. Customer represents and warrants to OpenCities that: (a) the Customer Data and its use will not violate, misappropriate or infringe any Intellectual Property Rights or any other personal, privacy or moral right arising under the laws of any jurisdiction, nor will same constitute a libel or defamation of any person or entity; (b) the Customer Data will not contain any harmful components, including, but not limited to, viruses, trap doors, hidden sequences, hot keys, or time bombs; and (c) Customer will comply with all applicable laws, rules and regulations (including, but not limited to, export control, decency, privacy and intellectual property laws). 9.3 Exclusions. OpenCities has no responsibility for any products or services not provided by OpenCities, its agents and subcontractors. 9.3 Warranty Disclaimers. Except to the extent set forth in the SLA and in Section 9.1 above, THE SAAS IS BEING PROVIDED "AS IS" AND AS AVAILABLE, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY OF NONINFRIGEMENT, AND ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, AND 12 OPENCITIES DISCLAIMS SUCH WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) OPENCITIES DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM WILL PERFORM WITHOUT INTERRUPTION OR ERROR OR IN A TIMELY FASHION; AND (b) OPENCITIES DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE. OPENCITIES DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD -PARTY HOSTING PROVIDERS. 10 INDEMNIFICATION. 10.1 Indemnification of Customer. Subject to the other provisions of this Section 10.1, OpenCities will defend Customer and Customer's Associates (as defined below in Section 10.3) against any third party claim, suit, or proceeding alleging that the SaaS or the permitted use thereof infringes any U.S. trademark, patent, copyright, or trade secret right of a third party (an (collectively, "Customer Indemnified Claims") and will indemnify Customer and Customer's Associates from any damages, attorney's fees and costs finally awarded against Customer and Customer's Associates as a result of, of for amounts paid by Customer and Customer's Associates in a settlement approved by OpenCities in writing of, a Customer Indemnified Claim. (a) If in OpenCities reasonable judgment any Customer Indemnified Claim, or threat of any such Claim, materially interferes with Customer's use of the SaaS, OpenCities will, after consultation with Customer, at OpenCities' option and in its sole discretion, either (i) substitute functionally equivalent non -infringing SaaS or SaaS Documentation; (ii) modify the SaaS to make it non -infringing, (iii) obtain for the Council at OpenCities expense the right to continue using the infringing SaaS; or, (iv) if iOpenCities' determines that it cannot achieve any of the foregoing on a reasonable commercial basis, it may, by written notice, require Customer to cease using the SaaS, in which case OpenCities shall refund Customer a pro -rata portion of the Fees (as set out in Schedule A) for the SaaS for such period of time for which Customer was unable to use the SaaS. (b) OpenCities' obligations set forth in this Section 10.1 do not apply to the extent that an Indemnified Claim arises out of: (a) Customer's breach of this Agreement; (b) revisions or modifications to the SaaS or any components thereof made by a party other than OpenCities if such infringement would not have occurred but for such revisions or modifciations; (c) Customer's failure to incorporate or use any Version Updates, or any other updates or upgrades that would have avoided the alleged infringement, provided OpenCities offered such other updates or upgrades were provided to Customer without charge; (d) inclusion of the Customer Data; (e) the use of the SaaS other than for its intended purposes or contrary to OpenCities' Specifications; or (0 combination, operation or use of the SaaS with equipment, programs, hardware or software not provided by OpenCities if in OpenCities reasonable judgment such infringement is caused thereby. (c) The provisions of this Section 10.1 state OpenCities entire liability and Customer's sole 13 and exclusive remedy in the event of any Customer Indemnified Infringement Claims. 10.2 Indemnification of OpenCities. As permitted under Colorado law, Customer will indemnify and defend OpenCities and OpenCities' Associates (as defined below in Section 10.3) against any and all claims, liabilities, losses, damages, costs and expenses (including attorneys fees and costs) (a) arising out of or related to Customer's or its users' alleged or actual use or misuse of, or failure to use the SaaS, including without limitation: (b) claims by Customer's users or by Customer's employees or agents; (c) claims related to unauthorized disclosure or exposure of personally identifiable information or other private Confidential Information, including Customer Data; (d) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by any Customer Data; and (e) claims that use of the SaaS harasses, defames, or defrauds a third party or violates the CAN -Spam Act of 2003 or any other law or restriction on electronic advertising (collectively, "OpenCities Indemnified Claims,". 10.3 Litigation & Additional Terms. The obligations of the indemnifying party ("Indemnitor") pursuant to Section 10.1 or 10.2 above will be excused to the extent that the indemnified parties (the "Indemnified Parties") or any Indemnified Party's Associates fails to provide prompt written notice to the Indemnitor of the applicable Indemnified Claim or to reasonably cooperate with the Indemnitor if such failure or lack or cooperation materially prejudices the defense. Indemnitor will control the defense of any Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof; provided that the Indemnified Party will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (A party's "Associates" are its officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.) 11 LIMITATION OF LIABILITY. 11.1 LIMITATION OF LIABILITY. THE TOTAL LIABILITY OF OPENCITIES' AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE ACTUAL FEES RECEIVED BY OPENCITIES UNDER THIS AGREEMENT. 11.2 Exclusion of Consequential Damages. IN NO EVENT WILL OPENCITIES OR ITS AFFILIATES OR CUSTOMER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES FOR LOSS OF REVENUES OR GOODWILL, BUSINESS INTERRUPTION, LOSS OR INACCURACY OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR LOST PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT. 11.3 Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE 11 SHALL NOT INCLUDE LIABILITY (i) UNDER THE INDEMNITY PROVIDED IN SECTION 10.1, (ii) FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE, (iii) FOR DAMAGE TO TANGIBLE PERSONAL PROPERTY, OR (iv) FOR FRAUD OR WILLFUL MISCONDUCT. If applicable law limits the application of the provisions of this Article 11, OpenCities' liability will be limited to the maximum extent permissible. For the avoidance of doubt, OpenCities' liability limits and other rights set forth in this Article 11 apply likewise to OpenCities' affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, 14 officers, employees, consultants, and other representatives. 12 TERM & TERMINATION. 12.1 Term. The initial term of this Agreement (the "Initial Term") will commence on the Effective Date and continue for the period set forth in Schedule A. Thereafter, the Agreement will automatically renew for successive one-year periods (each such period, a "Renewal Term"), unless either party notifies the other party in writing of its decision not to renew the Agreement at least 60 or more days before the applicable renewal date. The Initial Term and all Renewal Terms are herein referred to as the "Term". 12.2 Termination for Cause. Either party may terminate this Agreement for the other's material breach by written notice, effective in 30 days unless the other party first cures such breach, or immediately upon written notice if the other party becomes subject to any insolvency, bankruptcy or similar proceeding, whether voluntary or involuntary. Without limiting OpenCities' other rights and remedies, OpenCities may suspend or terminate any user's access to the SaaS at any time, without advanced notice, if OpenCities reasonably concludes such user has conducted itself in a way that is not consistent with the requirements of the AUP or the other requirements of this Agreement or in a way that subjects OpenCities to potential liability. 12.3 Effects of Termination. Upon termination of this Agreement, Customer will cease all use of the SaaS and delete, destroy, or return all copies of the Documentation in its possession or control, and Customer will have the right to access the SaaS for 30 days following termination of this Agreement to download Customer Data. If requested by Customer in writing, at the Customer's expense on a time -and -materials basis, OpenCities will provide Customer an export of the Customer Data in an industry standard format. Upon the expiration of this thirty -day period following termination of this Agreement, all Customer Data in the SaaS will no longer be available on OpenCities SaaS, as OpenCities will delete all such Customer Data (including all data supplied by third parties) from its SaaS, and will destroy all such Data, unless otherwise agreed by the parties in writing. 12.4 The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay Fees incurred before termination; (b) Sections 2.4 and 6.4, and Articles 7, 8, 9, 10, 11 and 12; and (c) any other provision of this Agreement that must survive to fulfill its essential purpose. 13 MISCELLANEOUS. 13.1 Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other's behalf. The parties agree that no OpenCities employee or contractor is or will be considered an employee of Customer. 13.2 Notices. OpenCities may send notices pursuant to this Agreement to Customer's email address provided by Customer, and such notices will be deemed received 24 hours after they are sent. Customer may send notices pursuant to this Agreement to the person identified in Schedule A at the email address provided for such person, and such notices will be deemed received 72 hours after they are sent. 15 13.3 Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party's reasonable control. 13.4 Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without OpenCities' express written consent. Except to the extent forbidden in this Section 13.4, this Agreement will be binding upon and inure to the benefit of the parties' respective successors and assigns. 13.5 Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect. 13.6 No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement. 13.7 Choice of Law. This Agreement will be governed solely by the internal laws of the State of Colorado, including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties' rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Greeley, Colorado. This Section 13.7 governs all claims arising out of or related to this Agreement, including without limitation tort claims. 13.8 Dispute Resolution. If at any time a dispute arises out of or in connection with this Agreement, the parties will have their respective designated representatives meet in good faith with a view to resolving the dispute within a period of 15 Business Days from the issue of a written notice of dispute by one party to the other party. Should the parties not be able to resolve the dispute within the 15 Business Days, then both parties will refer the matter to their own appropriate level of senior executive management respectively for resolution. If the relevant senior executive management are unable to resolve the dispute within a further 10 Business Days, then the parties agree that the dispute must then be referred to mediation. The parties will agree on a suitable person to act as mediator having industry knowledge and expertise to facilitate resolution. Failing agreement on such appointment, either party may apply to JAMS to appoint a mediator. The dispute for mediation must be heard within 20 Business Days of a mediator being appointed. Nothing in this clause is intended to preclude a party from seeking equitable or injunctive relief. Neither party shall have the right to initiate litigation until 30 Business Days after the second mediation conference held by the parties, unless the other party has materially breached its obligation to mediate. 13.9 Conflicts. In the event of any conflict among the attachments to this Agreement, the documents incorporated herein be reference and the main body of this Agreement, the following 16 order of precedence will govern, with lower numbers governing over higher ones: (1) any OpenCities policy posted online, including without limitation the AUP or Privacy Policy, (2) the main body of this Agreement; and and (3) any other attachment or document. 13.10 Construction. The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason of authorship. 13.11 Technology Export. Customer will not: (a) permit any third party to access or use the SaaS in violation of any U.S. law or regulation; or (b) export any software provided by OpenCities or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Customer will not permit any third party to access or use the SaaS in, or export such software to, a country subject to a United States embargo (as of the Effective Date, Cuba, Iran, North Korea, Sudan, and Syria). 13.12 Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications. 13.13 Execution in Counterparts. This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument. 13.14 Amendment. This Agreement may not be amended except through a written agreement signed by authorized representatives of each party. Notwithstanding the foregoing provisions of this Section 13.14, OpenCities may revise the Privacy Policy, AUP and SLA at any time in accordance with this Agreement by providing written notice to Customer or such revisions and posting a new version of the applicable document on its website and/or providing a copy of the applicable document to Customer, and such new version will become effective on the later of (i) the date it is posted or provided or 45 days from the date notice is give to Customer. 13.15 Marketing Customer agrees to permit OpenCities to make reasonable reference to the Customer's status as a user of the SaaS, including captioned quotations in product literature or advertisements, websites, articles, press releases, marketing literature, presentations and the like, and occasional use as a reference for potential new users. 13.16 Accela Data Connection This agreement in no way binds, commits or requires Weld County to utilize or implement the Accela Data Connection (Data Connection). OpenCities will not implement the Data Connection without prior written authorization from the County. OpenCities acknowledges that budget limitations, staff bandwidth and other limitations may prevent the County from enabling the Data Connection and the County shall in no way be bound to upgrading Accela's system as a part of this agreement. OpenCities commits to providing a $5000 per year discount as incentive, reducing the County's overall annual SaaS fee payable to OpenCities regardless of whether the County implements, enables or leverages the Data Connection. [Signature Page Follows] 17 'Plie 0k& )-e)ft'Z 18 IN WITNESS THEREOF, the parties have executed this Agreement as of the Effective Date. CUSTOMER — WELD COUNTY OPENCITIES By: (signature) By: Cynthia J Francis Name: Name: Mike Freeman Title: (print) Chair, Board of Weld County Commissioners SEP 14 2020 Title: COO (signature) (print) Date: Date: September 3, 2020 19 OZ0020- gto3 Schedule A SaaS Fees - $61,150 (after applicable discounts) annual SaaS fees for three years — TOTAL of $61,150_ due and payable as of Execution Date and TOTAL of $122,300 due and payable as of phase completion One Time Fees - $98,106 TOTAL Due and payable as of phase completion and client sign off. Contract Execution - $61,150 SaaS license fees year 1 Phase 1— Kick -Off - $311,000 Phase 2 — Design & Configuration - $22,500 Phase 3 — Training $7,500 Phase 4 — Content Migration $38,106 Phase 5 — Launch (All sites live in production) $122,300 (for SaaS fees years 2 and 3) Annual Subscription Fees OpenCities subscription fees are based on the population of the City. Delivered as a cloud solution, the annual subscription fee includes: "All product features outlined in this document 'Enterprise grade Hosting, Security, Bandwidth (to limit) and Storage using Microsoft Azure Gov Data Center with 99.9% Services Level Agreement (SLA); DDOS mitigation •Maintenance, upgrades and new functionality (4x annual releases) ' Accessibility commitment to global standard (WCAG 2.0 AA) ' Unlimited 24/7 telephone helpdesk for Priority level 1 severity issues ' Unlimited online helpdesk for all other support & issues per SLA 'Twice annual "check-up" with OpenCities customer success team to explore site improvements focused on enhancing your sites usability OpenCities Annual Subscription Main Wehsite - $30,000 Intranet - $9,000 $54,000 per year Suhsites - $15,000 ($1,500 per site /included 15) OpenForms Enterprise Annual Subscription (100 $12,000 users / 250 Forms) OpenCities second intranet (separate instance) $6,500 Azure Al) annual maintenanre 20 $1,000 TOTAL ANNUAL FEES (without discounts) Less: discount for paid in full for three years (10%) $73,500 per year -$7,350 Less: Accela Premium Citizen Experience Incentive Annual discount for Accela data connection. This discount is offered Weld County to offset any fees payable to Accela to -$5,000 enable the data connection and to enable the Premium Citizen Experience TOTAL ANNUAL FEES $61,150 One -Time Setup Fees One-time OpenCities setup fees are based on the level of assistance your County needs for its digital transformation. OpenCities includes in this cost the following services performed by our team: • Our typical implementation includes onsite visit(s) for project initiation & workshopping, however OpenCities is prepared to provide training and consultation on -site or remotely. In the current COVID-19 pandemic, we'll work with Weld County to provide training and consulting in a manner that's most appropriate for the present circumstances. • Production of visual design for new County websites, subsite design as priced below • Comprehensive site administrator and content publisher training (refer to training schedule) • Delivery of project subject to the Scope included in this proposal •Consultation and coaching on governance, content creation and content migration Configuration, basic design, project management, all $48 ,000 support on hest practices during project set up + launch. OpenCities Design Main county website - $14,000 (3 designs, 5 rounds of iteration to implement 1 design) Intranet - $5,000 (2 designs, 3 rounds of iteration to implement 1 design) Suhsite - $3,500 (2 designs, 3 round of iteration to implement 1 design). Note - OpenCities will implement basic CSS to support template implementation. Major changes to CSS may result in additional fee ($150/hr) $7.2,500 Training $7,500 21 OC Training package with site admin, designer, content publisher Content Migration Includes 12 sites, for additional details, reference OpenCities RFP submission for page counts and' $313,106 sites Azure AD Setup and Integration $2,000 Total One Time Setup Fees (without options) $118, 106 Less: COVID 19 relief incentive -$20,000 TOTAL ONETIME FEES $98,106 Optional Fees - only billed as incurred and not included in the total contract value Optional Digital Services Academy (1 session) $12,000 Optional Additional Subsite Design Template $3,500 Optional Page Audit & Navigation Package for Main Site $7,500 Year One Year Two Year Three THREE YEAR TOTAL Website Hosting $159,256 $61,150 $61,150 $2R1,SS6 Hosting provided by Microsoft Azure Gov Allocated monthly bandwidth 200GB Allocated server storage 40GB Additional traffic charges waived for Weld County Additional server storage charges waived for Weld County 22 Term of agreement Initial term of agreement 3 years Subscription start date Effective Date Service Level Agreement Subject to the terms and conditions of the Agreement, OpenCities provides a guarantee of 99.9% uptime availability, calculated monthly. In a typical 30 day/730 hour month, this equates to no more than 1 hour of downtime per month (not inclusive of Scheduled Maintenance). For confirmed downtime during any month during the Term, Open Cities will credit Customer 1% of Customer's pro -rata monthly Base Subscription Fee for every hour of Customer's public facing website downtime over and above the 99.9% uptime guarantee, up to a maximum of 100% of the pro rata monthly Base Subscription Fee for that month. Issue Measure/Guide Severity Level and Resolution Information Process and Contact Resolution Target Priority 1 Downtime a Reportable 24 x 7 via Telephone — Within 4 hours. — (Your public facing (877-466-7756 — Extension 3) website or critical Intranet 0 Acknowledgement and assignment of is experiencing Downtime) the hour. problem for resolution within one (1) Priority 2 — Urgent ( e Reportable 24 x 7 via Online helpdesk, Provide a workaround Business Critical ) or to the problem or publishing functionality a Telephone during business hours (7x6 release a version fails to work as intended, PT). (877-466-7756 — Extension 2) Update to fix the and there is no work- •Acknowledgement and assignment of problem by close of around available - you the problem for resolution within one next business day. cannot the site). publish content to business day. 23 Priority 3 — High (Business • Reportable 24 x 7 via Online Critical functionality fails to helpdesk. work as intended, but • Acknowledgement and assignment of workarounds are available the problem for resolution within one business day. S Version Update. cheduled or next Priority 4 — Normal (Functionality is not working as intended • Reportable 24 x 7 via Online helpdesk. • Acknowledgement and assignment of the problem for resolution within 3 business days Within specified Version Update. Notices to OpenCities: Address: 1314 22nd Avenue, #697, San Francisco, CA 94122 Attention: Cynthia Francis, COO Email: cynthia@opencities.com Notices to Customer/Weld County: Address:1401 N 17th Ave Greeley CO 80631 Attention: Jacob Mundt Email:jmundt@weldgov.com 24 Schedule B — Implementation Project Phases This document provides an overview of the project plan, but the specific implementation will follow the Asana Project Plan, to be collaboratively developed by Open Cities and Weld County in Phase 1 of the project. Phase 1: Kick-off, discovery and data analysis • Kick off Meeting: Meet the Team, confirm timelines for the project, schedule training sessions, walk-through process for site set up, design and content migration, and discuss hand-offs to 3rd party applications if applicable. Determination is made as to key site elements necessary for configuration. Discussion of CORE and STEERING Committees. • Project Management Tool: Introduction to Asana as our shared project management environment to track progress and maintain a visual point of truth as to the steps in the project. • Design Values Workshop/Asset Collection: Client works with OpenCities to secure assets such as logos and images along with any existing style guides. • Create/Review Analytics Report: Client provides access to existing Google Analytics and any data collection that has been ongoing, and the OpenCities team will assess analytics for the current site and incorporate findings for each service into a Digital Services Inventory. • Governance Strategy: The OpenCities project team will consult and advise the web management team through a process of creating a governance plan for website content. Outcomes will include assisting in the Client in formulating clearly assigned roles and expectations, an approved process for gathering, writing, approving and publishing new site content, and an understanding of best practices for web writing. • Content Migration Strategy: Since the County wishes to have OpenCities migrate content from the current site into the new site, the kickoff phase will include a Content Migration Strategy session. The County staff will review the website pages using our AIM (Archive, Improve or Migrate/Move) assessment strategy to identify pages they plan to move to the new website. Using the results of this work, OpenCities will review your current pages and the AIM materials and create a plan for migration that maps them to the proper OpenCities templates, noting any inconsistencies or custom templates, and will review all of this with the Weld County team. After our review, you'll have a list of each OpenCities template we'll use for each page, which will set you up for success in making decisions on how and what new content to add to the new site in the future. Note that for Content Migration, OpenCities will only migrate content that is considered "in Scope" as below 25 Content in -scope / IS content OC migrates Content out -of -scope / ISN'T content OC migrates Content managed within your current CMS Anything within an iFrame Documents/images Dynamic content pulled from other systems Content not managed within CMS Interactive web forms and/or single page applications Written content within image/diagram PDF files • Deliverables for sign off to reach payment milestone: • Asana Project Plan fully populated and introduced for Project. • Kick-off meeting • Content Migration strategy with suggested content migration map and indication of OpenCities page template for each migrated page. Phase 2: Design, Configuration and Content Migration In this phase the OpenCities project team and the client will share assets and work to align and deliver a navigation, look and feel that reflects the spirit and goals of the County while leveraging the best practices for effective site layout and design. • Configure General locality information. This data importation will allow for structured content (such as events, places of interest, and projects) to render dynamically in geographic context on the site. • Homepage & Theme Design Review: The OpenCities project team will present up to three options for the site design and layout based on the assets and intentions shared in the Design meeting. Discussion of who should be included in the design review is up to the county. OpenCities will provide the County best practices for a public survey and how to identify no more than 3-4 residents to participate in the Design Values Workshop. Up to three design iterations will follow as needed. • Intranet and Subsite Designs, Themes and Layouts: Following the work completed in the Homepage / main site design, OpenCities is proposing to develop additional themes for the staff intranet and various subsites. These designs will include a flexible layout system where the same theme could be applied to multiple sites and maintain a different homepage layout so as to support the unique needs of your various subsites. • Design Finalization: Once the designs are skinned onto a live OpenCities instance, content publishing/migration can immediately begin. o NOTE: While the configuration of the site information is based on best -practices from 26 our industry and Design Guidelines published by the US Digital Services, there is ample room for the client to make ongoing image, layout and design changes even after launch, using our Theme Builder capability. • Deliverables for sign off to reach payment milestone: o Visual design of homepage and theme for secondary pages. o Visual design for Intranet and up to four additional subsite themes. Phase 3: Content Migration, Training & Handover In this phase, OpenCities provides training based on the types of outcomes that County wants to achieve with OpenCities. All training sessions can be delivered via hands-on, train the trainer or classroom style format, either at County offices or online. In this proposal, we have assumed all training and interaction between OpenCities and the County will be managed and delivered remotely. We will also provide guidance on the creation of a governance plan, best practices for migrating or creating content, and identifying key roles/responsibilities for success at this step. • Content Migration. (INCLUDED IN PROPOSED PRICING) — Once we've made our final decisions on the Content Migration Strategy, we get to work on moving your content and documents. With an approved plan in place, we ensure consistency and efficiency during the process. A migration of 2,150 pages and 13,200 assets is estimated to take 4-8 weeks. Depending on your ability to export content from the current system to an xls or csv format, this process may be able to be expedited with bulk imports. NOTE: Until we are in the project and understand the content, we cannot completely assess the amount of time it will take to migrate the content, which is why we include a variable of the number of weeks. It is important to note that even when OpenCities is migrating the bulk of the content, the project will still require support and assistance from the Weld team to provide an export from your current system, address content that is not included as In Scope for migration, etc. • Please refer to the Training section of Tab 3 for more information about the proposed training plans for Weld County. • OpenCities Help Center. The Client and all staff publishing to the website will receive access to the OpenCities Help Center and ticketing system, which offers detailed learning materials and documentation for every OpenCities module. Each article contains annotated images with step by step instructions showing how to use the functions in OpenCities, and many articles also offer strategic advice to help you make the most of the functionality. • Deliverables for sign off to reach payment milestone: o Content/Pages are migrated into the new OpenCities site to match as closely as possible to current page structure or layout. NOTE: Content is migrated by the OpenCities team, and will not be rewritten or reformatted as part of this process. 27 o Completion of Online Training sessions for administrators, developers, and content publishers (Training Section of RFP). o Staff verify access to and log -ins for OpenCities Help Center. o Delivery of guidance and best practices coaching Phase 4: Content/service creation and curation, beta launch At the completion of the first three Phases of the Implementation, the visual design, governance strategy, and the top and secondary navigation will be in place. Your content publishers and site administrators will be trained and comfortable with using OpenCities. At this stage, the focus is on the content. • Content Creation. Once content has been migrated and your site editors have been trained, you can now begin building any new content that is needed in the system before launch. • Beta Release: The decision to launch a Beta version of the site before sun -setting the current website provides an opportunity to gather feedback and continue to iterate the new site prior to the full launch. Beta launch may occur before all of the content is fully available on the site, and it will be important to clarify for the community that this is a work in progress in advance of the full release. • Validation: OpenCities will work with the customer to validate minimum standards as identified in the RFP Requirements and Response. • Iteration: The OpenCities project team will counsel the Client team on best practices for incorporating content and navigation feedback from the beta release and User Testing. • Deliverables for sign off to reach payment milestone: o Beta release of primary website. o Site templates (no content) pass accessibility scans to WCAG 2.1 AA Error Free o Site templates (no content) pass internal and external security scans. o Documented TTFB, server, and page load speed correspond to thresholds Phase 5: Launch and evolve • Launch. The OpenCities team will coordinate the full launch of the site with the Client Team to assure a smooth transition from the old to the new site, including DNS transfer. • Evolve: Truthfully, you will never be done building your site. As the needs of your residents change, your website will need to flex with them. As your new partners in your digital city hall, your website will remain mobile responsive, ADA compliant and up to date with changing browser technology, so you can spend your time providing excellent content. We'll do six-month check ins to see how things are going, but between those you're always welcome to reach out with questions or for support. 28 • Leverage new functions Using the Product Ideas forum in our Help Center, you can share your ideas for improving existing features and suggesting entirely new ones with us and hundreds of your local government peers worldwide. The best ideas will be built for everyone to use as part of our quarterly version upgrades, ready to test and activate in your website within minutes. • Learn new skills: OpenCities hosts regular online `drop -in' refresher training sessions and master classes - making it easy for your web team to train new staff or plug any product knowledge gaps, and learn new skills ranging from writing better web content and creating more effective online forms, to driving greater levels of community engagement and much more. • Deliverables for sign off to reach payment milestone: o At the full release of all websites - or within 60 days of the completion of the other four project milestones, whichever comes first Cynthia - I'd like to add The RFP Response and Attachements as Schedule C to this document. 29 Contract Form New Contract Request Entity Information Entity Name* OPENCITIES INC Contract Name * Entity ID* @00042633 Contract ID OPENCITIES CONTRACT FOR NEW WEBSITE DESIGN 4053 Contract Status CTB REVIEW Contract Lead* JMUNDT Contract Lead Email jrnundt@co.weld.co us Contract Description * TO DESIGN AND IMPLEMENT A NEW WEBSITE FOR WELD COUNTY Contract Description 2 Contract Type* CONTRACT Amount* $285,556.00 Renewable * NO Automatic Renewal Grant Department INFORMATION TECHNOLOGY-GIS Department Email CM- InformationTechnologyGlS@w eldgov.com Department Head Email CM-InformationTechnologyGIS- DeptHead&,eldgov.corn County Attorney GENERAL COUNTY A V I ORNEY EMAIL County Attorney Email CM- COUNTYA I I ORNEY@WELD GOV.COM Requested BOCC Agenda Date* 0831/2020 Parent Contract ID Requires Board Approval YES Department Project Due Date 08,x27/2020 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note the Previous Contract Number and Master Seriices Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Review Date* Renewal Date 0 7101/2023 Termination Notice Period Committed Delivery Date Expiration Date* G8;31/2023 Contact Information Contact Info Contact Name Purchasing Purchasing Approver CONSENT Approval Process Department Head RYAN ROSE DH Approved Date 09/0812020 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 09,114/2020 Originator JMUNOT Contact Type Contact Email Finance Approver CONSENT Contact Phone Purchasing Approved Date 09/08/2020 Finance Approved Date 09/08/2020 Tyler Ref # 091420 Legal Counsel CONSENT Legal Counsel 09/08./2020 Contact Phone 2 e Submit MEMORANDUM TO: Esther Gesick, Clerk to the Board June 26, 2020 FROM: Ryan Rose, Chief Information Officer SUBJECT: B2000113, Website Content Management System BOCC Approval Date: July 1, 2020 Bids were received and opened on May 22, 2020 for the Website Content Management System (CMS). The Website Content Management system is the software platform that the county websites are built -on and designed with. The CMS also provides the platform for the county intranet site for internal employee communications. Ten (10) bids were received and reviewed. The Information Technology staff, along with representation from several departments, has reviewed all 10 bids and the scoring of the RFP responses is attached within your packet. OpenCities out of Kansas City, MO scored the highest overall and was deemed best to meet the business needs compared to the other solutions proposed. Year one cost will be $172,906.00 for the initial cost of the software licenses, migration of data, and the first year of support. Years two through five will cost $67,500.00 annually for ongoing support and maintenance. With the above information, I recommend the board award B2000113, Website Content Management System, to OpenCities for the year one cost of $172,906.00. This amount is within our approved 2020 budget and we respectfully request approval. o7/mr ,2 3W- /803 tea©©9 DATE OF BID: REQUEST FOR: DEPARTMENT: BID NO: PROJECT NAME: PRESENT DATE: APPROVAL DATE: WELD COUNTY Dept. of Information Technology PO Box 758 / 1401 North 17th Avenue, Greeley CO 80632 E-mail: jmundt@weldgov.com Phone: (970) 400-2521 Fax: (970) 304-6572 May 22, 2020 Website Content Management System INFORMATION TECHNOLOGY # B2000113 IT -1041 Upgrade Website Content Management System June 17, 2020 July 1, 2020 Vendor Name Total Bid Amount Annual Support Total 5 Year Cost * Address (includes first year support) Contract Intrado 100 Enterprise Way, Suite A-300, Scotts Valley, CA 95066 $ 44,080.00 $ 29,080.00 $ 169,124.00 OpenCities .300 East 39th St, Kansas City, MO 64109 $ 172,906.00 $ 67,500.00 $ 463,156.00 Granicus 1999 Broadway, Suite 3600, Denver, CO 80202 $ 213,980.00 $ 19,600.00 $ 298,260.00 CivicPlus 302 South 4th Street, Suite 500, Manhattan, Kansas 66502 $ 348,360.00 $ 86,912.00 $ 722,081.60 OPIN 153 Regent St., Suite #2010, Saratoga Springs, New York 12866 $ 355,110.00 $ 56,000.00 $ 595,910.00 Clique Studios 410 S. Michigan Ave, Suite 801, Chicago, IL 60605 $ 375,010.00 $ 18,000.00 $ 452,410.00 Interpersonal Frequency P.O. Box 51, McLean, VA 22101 $ 394,100.00 $ 42,000.00 $ 574,700.00 9th wonder 1201 San Jacinto Street #267, Houston, TX 77002 $ 444,752.00 $ 85,652.00 $ 813,055.60 Soft Sages 17 Mystic Lane, Suite #2A, Malvern, PA 19355 $ 651,000.00 $ 177,000.00 $ 1,412,100.00 Argil DX 4900 SW Griffith Drive, Suite 205 Beaverton, OR 97005 $ 789,000.00 $ 395,000.00 $ 2,487,500.00 * Annual costs include estimated 5% inflation ** Bids are being reviewed at this time by dept.** 0647 .p�O- /803 r ©©©q :'32000113 - Upgrade lebsite CMS Year PI Cost of Proposed Solution Annual Maintenance Cost Total Bid Amount (5 year cost) RFP Evaluation Scores Technical/Functional Suitability: IT Development IT Project Management IT Security IT System Administration IT Organizational Fit General Function Asset Management Calendars Citizen Engagement Content Management Forms News Articles Reporting Support: Technical Support hours/staff Work Plan (submitted with RFP) Pricing: Initial Cost Maintenance Cost Qualifications: Reference Calls Technical Support hours/staff RFP Total Vendor Demo Functionality and Organizational Fit: Technical Overview Content Approval Workflow User account management Asset Management New Site Creation 1!.+?re"1rK" $213,980.00 $19,600.00 40 :“.-I 30 { 1 4 D1 3 j 3 1-1 !. 25 25 10 100 30 4 $169,124.00 istfis $172,906.00 $67,500.00 $463,156.00 4 $348,360.00 $86,912.00 $722,081.00 4 4 IP� 3 � wti ,. 4 3 ' 18 20 7 75 4 4 3 5 4 3 4 4 3 4 3 13 23 7 70 4 2 3 3 6 19 18 9 74 4 3 3 5 4 3 5 4 4 4 4 4 15 10 7 59 4 3 3 3 2 2 4 3 3 3 3 a. 000 b it grad 7yrr,' System Security 3 2 ,. 4 3 . _ _ System Backup icv 4 2 EH 3 3 Usage/Performance: 30 r 23 ; 16 s j 25 18 Editor tools N 4 -. 3 ji 4 3 Calendars s 4 3 iiir 4 I 3 Nevus Feeds ;'' 4 . 3 L 4 3 Forms 4 2 1 5 4 Subscriptions or notifications 4 3 S 4 3 Compatibility / Integation 4 3 -' 4 . 3 System Overall I 4 1 3 ";-1 4 r 3 References: 30 1 24 24 C 28 24 Project Management 4 4 T 4 _. 4 Support 4 4 ,�r>� E 5 4 Administrative Function 4 4 '.'i 5 r 4 Editor Interface 4 j 4 H 4 0 4 Product Overall 4 4 5 wli 4 Pricing: 10 9 I 9 7 -. 4 Initial Cost 3 t 5 4, 2 Maintenance Cost 5 " 4 3 , 2 r" Demo Total 100 77 64 83 64 RFP + Demo Total 152 ._ .... 134 156 123 Hello