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PROFESSIONAL SERVICES AGREEMENT
WITH GRANICUS, LLC FOR
COMMUNICATIONS CLOUD SERVICE
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 15th day of October, 2024 ("Effective Date"), by and between the
CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"),
and GRANICUS, LLC, a Minnesota Limited Liability Company ("Consultant"), whose
address is 408 Saint Peter Street, Suite 600, Saint Paul, MN 55102, and is made with
reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to provide a communications cloud service
("Project").
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on October 14, 2025, unless terminated earlier as set forth herein. This
Agreement shall automatically renew for up to two (2) additional one (1) year terms, upon
the same terms and conditions set forth herein unless City provides no less than thirty
(30) days written notice of its intent not to renew prior to the end of the active term.
Notwithstanding the foregoing, the total term of this Agreement shall not exceed three (3)
years.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this Agreement
and Consultant shall perform the Services in accordance with the schedule included in
Exhibit A. In the absence of a specific schedule, the Services shall be performed to
completion in a diligent and timely manner. The failure by Consultant to strictly adhere to
the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely
manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a not -to -exceed basis in
accordance with the provisions of this Section and the Schedule of Billing Rates attached
hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for
all Work performed in accordance with this Agreement for the initial term and all renewal
terms, if any, including all reimbursable items and subconsultant fees, shall not exceed
Thirty Nine Thousand Three Hundred Eighty Three Dollars and 91/100 ($39,383.91),
without prior written authorization from City. No billing rate changes shall be made during
the term of this Agreement without the prior written approval of City.
4.2 Consultant shall submit monthly invoices to City annually in advance for the
upcoming annual period of performance describing the Work. Consultant's bills shall
include a brief description of the Services performed and/or the specific task in the Scope
of Services to which it relates. City shall pay Consultant no later than thirty (30) calendar
days after approval of the invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses specifically
identified in Exhibit B to this Agreement or specifically approved in writing in advance by
City.
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
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Work that is determined by City to be necessary for the proper completion of the Project,
but which is not included within the Scope of Services and which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Korgbae Freeman to be its
Project Manager. Consultant shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Consultant warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the City Manager's Office. City's Public
Information Manager or designee shall be the Project Administrator and shall have the
authority to act for City under this Agreement. The Project Administrator shall represent
City in all matters pertaining to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all existing
relevant information on file at City. City will provide all such materials in a timely manner
so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional standards
and with the ordinary degree of skill and care that would be used by other reasonably
competent practitioners of the same discipline under similar circumstances. All Services
shall be performed by qualified and experienced personnel who are not employed by City.
By delivery of completed Work, Consultant certifies that the Work conforms to the
requirements of this Agreement, all applicable federal, state and local laws, and legally
recognized professional standards.
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8.2 Consultant represents and warrants to City that it has, shall obtain, and shall
keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers and employees (collectively, the "Indemnified Parties") from and against any
and all third party claims (including, without limitation, claims for bodily injury, death or
damage to property), demands, obligations, damages, actions, causes of action, suits,
losses, judgments, fines, penalties, liabilities, costs and expenses (including, without
limitation, attorneys' fees, disbursements and court costs) of every kind and nature
whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any
manner relate (directly or indirectly) to the gross negligence or willful misconduct of
Consultant (including the gross negligence or willful misconduct of Consultant, its
principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors,
anyone employed directly or indirectly by any of them or for whose acts they may be
liable, or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the sole
negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall
be construed as authorizing any award of attorneys' fees in any action on or to enforce
the terms of this Agreement. This indemnity shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by Consultant.
9.3 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,
IN NO INSTANCE SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY FOR
DIRECT DAMAGES UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR TORT
OR OTHERWISE EXCEED TWO TIMES THE FEES PAID BY CITY FOR THE
CONSULTANT PRODUCTS AND SERVICES DURING THE TWELVE (12) MONTHS
IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE
OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT DAMAGES. NEITHER
PARTY SHALL BE RESPONSIBLE FOR ANY LOST PROFITS OR OTHER DAMAGES,
INCLUDING INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR ANY OTHER
DAMAGES, HOWEVER CAUSED.
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10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No civil
service status or other right of employment shall accrue to Consultant or its employees.
Nothing in this Agreement shall be deemed to constitute approval for Consultant or any
of Consultant's employees or agents, to be the agents or employees of City. Consultant
shall have the responsibility for and control over the means of performing the Work,
provided that Consultant is in compliance with the terms of this Agreement. Anything in
this Agreement that may appear to give City the right to direct Consultant as to the details
of the performance of the Work or to exercise a measure of control over Consultant shall
mean only that Consultant shall follow the desires of City with respect to the results of the
Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in order
to ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the term
of this Agreement or for other periods as specified in this Agreement, policies of insurance
of the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall be
construed as an assignment: The sale, assignment, transfer or other disposition of any
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of the issued and outstanding capital stock of Consultant, or of the interest of any general
partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or
joint -venture or syndicate or co -tenancy, which shall result in changing the control of
Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint -venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such subcontractor
other than as otherwise required by law. City is an intended beneficiary of any Work
performed by the subcontractor for purposes of establishing a duty of care between the
subcontractor and City. Except as specifically authorized herein, the Services to be
provided under this Agreement shall not be otherwise assigned, transferred, contracted
or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other writing
produced, including but not limited to, websites, blogs, social media accounts and
applications (hereinafter "Documents"), created specifically and exclusively for City, shall
become the exclusive property of City, and City shall have the sole right to use such
materials in its discretion without further compensation to Consultant or any other party.
Consultant shall, at Consultant's expense, provide such Documents, including all logins
and password information to City upon prior written request.
17.2 Documents, including drawings and specifications, created specifically and
exclusively for City, are not intended or represented to be suitable for reuse by City or
others on any other project. Any use of completed Documents for other projects and any
use of incomplete Documents without specific written authorization from Consultant will
be at City's sole risk and without liability to Consultant. Further, any and all liability arising
out of changes made to Consultant's deliverables under this Agreement by City or
persons other than Consultant is waived against Consultant, and City assumes full
responsibility for such changes unless City has given Consultant prior notice and has
received from Consultant written consent for such changes.
17.3 All written documents shall be transmitted to City in formats compatible with
Microsoft Office and/or viewable with Adobe Acrobat.
17.4 Consultant hereby grants and City hereby accepts, solely for its internal use,
a worldwide, revocable, non-exclusive, non -transferable right as a subscription to use the
Consultant products and services during the term of this Agreement. Consultant reserves
all right, title and interest in the Consultant products and services, the documentation, and
resulting product including all related intellectual property rights. No implied licenses are
Granicus, LLC Page 6
granted to City. City assigns to Consultant any suggestion, enhancement, request,
recommendation, correction or other feedback provided by City relating to the use of the
Consultant products and services. City shall not: (i) Misuse any Consultant resources or
cause any disruption, including but not limited to, the display of adult content,
advertisements, solicitations, or mass mailings to individuals who have not agreed to be
contacted; (ii) Use any process, program, or tool for gaining unauthorized access to the
systems, networks, or accounts of other parties, including but not limited to, other
Consultant clients; (iii) Use the Consultant Products and Services in a manner in which
system or network resources are unreasonably denied to other Consultant clients; (iv)
Use the products and services as a door or signpost to another server; (v) Access or use
any portion of Consultant products and services except as expressly allowed by this
agreement; (vi) Disassemble, decompile, or otherwise reverse engineer all or any portion
of the Consultant products and services; (vii) Use the Consultant products and services
for any unlawful purposes; (viii) Export or allow access to the Consultant products and
services in violation of U.S. laws or regulations; (ix) subcontract, disclose, rent, or lease
the Consultant products and services, or any portion thereof, for third party use; or (x)
Modify, adapt, or use the Consultant products and services to develop any software
application intended for resale which uses the Consultant products and services in whole
or in part.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept confidential
unless City expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including costs,
contained in Consultant's Documents provided under this Agreement.
20. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3) years,
or for any longer period required by law, from the date of final payment to Consultant
under this Agreement. All such records and invoices shall be clearly identifiable.
Consultant shall allow a representative of City to examine, audit and make transcripts or
copies of such records and invoices during regular business hours. Consultant shall allow
inspection of all Work, data, Documents, proceedings and activities related to the
Agreement for a period of three (3) years from the date of final payment to Consultant
under this Agreement.
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21. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
22. CONFLICTS OF INTEREST
22.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et
seg., which (1) require such persons to disclose any financial interest that may
foreseeably be materially affected by the Work performed under this Agreement, and (2)
prohibit such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
22.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant
shall conform to all requirements therein. Failure to do so constitutes a material breach
and is grounds for immediate termination of this Agreement by City. Consultant shall
indemnify and hold harmless City for any and all claims for damages resulting from
Consultant's violation of this Section.
23. NOTICES
23.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
23.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Public Information Manager
City Manager's Office
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
23.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Korgbae Freeman
Granicus, LLC
408 Saint Peter Street, Suite 600
Saint Paul, MN 55102
24. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in writing,
Granicus, LLC Page 8
all claims for compensation under or arising out of this Agreement. Consultant's
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
identified by Consultant in writing as unsettled at the time of its final request for payment.
Consultant and City expressly agree that in addition to any claims filing requirements set
forth in the Agreement, Consultant shall be required to file any claim Consultant may have
against City in strict conformance with the Government Claims Act (Government Code
sections 900 et seq.).
25. TERMINATION
25.1 In the event that either party fails or refuses to perform any of the provisions
of this Agreement at the time and in the manner required, that party shall be deemed in
default in the performance of this Agreement. If such default is not cured within a period
of thirty (30) calendar days, or if more than thirty (30) calendar days are reasonably
required to cure the default and the defaulting party fails to give adequate assurance of
due performance within five (5) calendar days after receipt of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, and
thereafter diligently take steps to cure the default, the non -defaulting party may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
25.2 Notwithstanding the above provisions, either party shall have the right, at
its sole and absolute discretion and without cause, of terminating this Agreement at any
time by giving no less than thirty (30) calendar days' prior written notice to Consultant. In
the event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for which
Consultant has not been previously paid. On the effective date of termination, Consultant
shall deliver to City all reports, Documents and other information developed or
accumulated in the performance of this Agreement, whether in draft or final form.
26. STANDARD PROVISIONS
26.1 Recitals. City and Consultant acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
26.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject
to approval of the Project Administrator and City.
26.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
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26.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
26.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
26.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
26.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
26.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
26.9 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
26.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
26.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
26.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 1 n,17- g il 2 nz y
Aaromil C. Harp "1a
City Attorney
�y
ATTEST:
►. �.
Brown
City Clerk
�i
S
P
C�CIFOR�
CITY OF NEWPORT BEACH,
a California muni ipal corporation
Date: 12 L6 ��
By: '6� Z--�
Gra . Leung
Cit anager
CONSULTANT: GRANICUS, LLC, a
Minnesota Limited Liability Company
Date:
Signed in Counterpart
By:
Alex Bern
Contracts Manager
Date:
Signed in Counterpart
By:
Greg Eck
Manager, Contracts
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Granicus, LLC Page 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
By: n r
Aaroi, C. Harp
City Attorney°/a
9/ y
ATTEST:
Date:
go
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Grace K. Leung
City Manager
CONSULTANT: GRANICUS, LLC, a
Minnesota Limited Liability Company
Date: i\ i'J Ne-* -c 2O'Lq
By:4e/---ZX"x"
Alex Bern
Contracts Manager
Date:
By: f
Greg Ecic
Manager, Contracts
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Granicus, LLC Page 11
EXHIBIT
SCOPE OF SERVICES
Granicus, LLC Page A-1
PRODUCT DESCRIPTIONS
Communications Cloud
The Cloud is a Software -as -a -Service (SaaS) solution that enables government organizations to
connect with more people. By leveraging the Cloud, the client will be able to utilize a number of
different outreach mediums, including email, SMS/text messages, RSS feeds, and social media
integration to connect with its target audiences. The Cloud includes:
• Unlimited email sends with industry -leading delivery and management of all bounces
• Support to upload and migrate existing email lists
• Access to participate in the GovDelivery Network
• Ability to send mass notifications to multiple devices
• 24/7 system monitoring, email and phone support during business hours, auto -response
to inbound messages from end users, and emergency support
• Text -to -subscribe functionality
• Up to 2 Web -hosted training sessions annually
• Up to 50 administrators
• Up to 1 GovDelivery account(s)
• Access to a complete archive of all data created by the client for 18 months (rolling)
• Up to 3 hours of message template and integration development
• Up to 100 subscription topics
• Up to 100,000 SMS/text messages per year from a shared short code within the United
States*
*International numbers are not supported. SMS/text messages not used in the period of
performance will not carry over to the following year.
GRANICUS ADVANCED NETWORK AND SUBSCRIBER INFORMATION
Granicus Communications Suite Subscriber Information
• Data provided by the Client and contact information gathered through the Client's own
web properties or activities will remain the property of the Client ('Direct Subscriber'),
including any and all personally identifiable information (PII). Granicus will not release
the data without the express written permission of the Client, unless required by law.
• Granicus shall: (i) not disclose the Client's data except to any third parties as necessary
to operate the Granicus Products and Services (provided that the Client hereby grants to
Granicus a perpetual, non -cancelable, worldwide, non-exclusive license to utilize any
data, on an anonymous or aggregate basis only, that arises from the use of the Granicus
Products by the Client, whether disclosed on, subsequent to, or prior to the Effective
Date, to improve the functionality of the Granicus Products and any other legitimate
business purpose, including the right to sublicense such data to third parties, subject to
all legal restrictions regarding the use and disclosure of such information).
Data obtained through the Granicus Advanced Network
Granicus offers a SaaS product, known as the Communications Cloud, that offers Direct
Subscribers recommendations to subscribe to other Granicus Client's digital
communication (the 'Advanced Network'). When a Direct Subscriber signs up through
one of the recommendations of the Advanced Network, that subscriber is a 'Network
Subscriber' to the agency it subscribed to through the Advanced Network.
Network Subscribers are available for use while the Client is under an active subscription
with Granicus. Network Subscribers will not transfer to the Client upon termination of
any Granicus Order, SOW, or Exhibit. The Client shall not use or transfer any of the
Network Subscribers after termination of its Order, SOW, or Exhibit placed under this
agreement. All information related to Network Subscribers must be destroyed by the
Client within 15 calendar days of the Order, SOW, or Exhibit placed under this
agreement terminating.
Opt -In. During the last 10 calendar days of the Client's subscription, the Client may send
an opt -in email to Network Subscribers that shall include an explanation of the Client's
relationship with Granicus terminating and that the Network Subscribers may visit the
Client's website to subscribe to further updates from the Client in the future. Any
Network Subscriber that does not opt -in will not be transferred with the subscriber list
provided to the Client upon termination.
Updates to Shared Short Codes for SMS/Text Messaging
• Granicus will be migrating all clients with SMS/Text Messaging Solutions using a shared
short code option to a unique standard toll -free number within the United States. Short
Codes are recommended for Text -to -Subscribe functionalities, if enabled where
available, for an additional fee.
• Clients must have explicit opt -in for all destinations sent to and adhere to all CTIA
guidelines for the duration of its use.
EXHIBIT B
SCHEDULE OF BILLING RATES
Granicus, LLC Page B-1
Schedule of Billing
Services
Fees
Year 1
• Communications Cloud One-
$ 12,250.43
Year Subscription for up to
10,000 subscribers
Year 2 (if option exercised)
• Communications Cloud One-
$ 13,107.96
Year Subscription for up to
10,000 subscribers
Year 3 (if option exercised)
• Communications Cloud One-
$ 14,025.52
Year Subscription for up to
10,000 subscribers
Total NTE
$ 39,383.91
EXHIBIT C
INSURANCE REQUIREMENTS - PROFESSIONAL SERVICES
Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the type
and amounts described below and in a form satisfactory to City. Consultant agrees
to provide insurance in accordance with requirements set forth here. If Consultant
uses existing coverage to comply and that coverage does not meet these
requirements, Consultant agrees to amend, supplement or endorse the existing
coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business
of insurance in the State of California, with an assigned policyholders' Rating of A -
(or higher) and Financial Size Category Class VII (or larger) in accordance with the
latest edition of Best's Key Rating Guide, unless otherwise approved by the City's
Risk Manager.
3. Coveraae Reauirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council, boards
and commissions, officers, agents, volunteers and employees.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary excess/umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The policy
shall cover liability arising from bodily injury, property damage, personal and
advertising injury, and liability assumed under an insured contract (including
the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
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D. Professional Liability (Errors & Omissions) Insurance. Consultant shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of
one million dollars ($1,000,000) per claim and two million dollars
($2,000,000) in the aggregate. Any policy inception date, continuity date,
or retroactive date must be before the Effective Date of this Agreement and
Consultant agrees to maintain continuous coverage through a period no
less than three years after completion of the Services required by this
Agreement.
E. Excess/Umbrella Liability Insurance. If any Excess or Umbrella Liability
policies are used to meet the limits of liability required by this contract,
then said policies shall be "following form" of the underlying policy
coverage, terms, conditions, and provisions and shall meet all of the
insurance requirements stated in this contract, including, but not limited
to, the additional insured and primary & non-contributory insurance
requirements stated herein. No insurance policies maintained by the City,
whether primary or excess, and which also apply to a loss covered
hereunder, shall be called upon to contribute to a loss until the
Contractor's primary and excess/umbrella liability policies are exhausted.
4. Other Insurance Requirements. The policies are to contain, or be
endorsed to contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation
against City, its City Council, boards and commissions, officers, agents,
volunteers and employees or shall specifically allow Consultant or
others providing insurance evidence in compliance with these
requirements to waive their right of recovery prior to a loss. Consultant
hereby waives its own right of recovery against City, and shall require
similar written express waivers from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess/umbrella liability, pollution liability, and automobile liability, if
required, but not including professional liability, shall provide or be
endorsed to provide that City, its City Council, boards and commissions,
officers, agents, volunteers and employees shall be included as
insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or
self-insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation (except for nonpayment for which
ten (10) calendar days' notice is required) or nonrenewal of coverage
for each required coverage.
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5. Additional Agreements Between the Parties. The parties hereby agree to
the following:
A. Evidence of Insurance. Consultant shall provide certificates of
insurance to City as evidence of the insurance coverage required
herein, along with a waiver of subrogation endorsement for workers'
compensation and other endorsements as specified herein for each
coverage. Insurance certificates and endorsement must be approved
by City's Risk Manager prior to commencement of performance.
Current certification of insurance shall be kept on file with City at all
times during the term of this Agreement. The certificates and
endorsements for each insurance policy shall be signed by a person
authorized by that insurer to bind coverage on its behalf. At least fifteen
(15) days prior to the expiration of any such policy, evidence of
insurance showing that such insurance coverage has been renewed or
extended shall be filed with the City. If such coverage is cancelled or
reduced, Consultant shall, within ten (10) days after receipt of written
notice of such cancellation or reduction of coverage, file with the City
evidence of insurance showing that the required insurance has been
reinstated or has been provided through another insurance company or
companies. City reserves the right to require complete, certified copies
of all required insurance policies, at any time.
B. City's Right to Revise Reauirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days'
advance written notice of such change. If such change results in
substantial additional cost to Consultant, City and Consultant may
renegotiate Consultant's compensation.
C. Right to Review Subcontracts. Consultant agrees that upon request, all
agreements with subcontractors or others with whom Consultant enters
into contracts with on behalf of City will be submitted to City for review.
Failure of City to request copies of such agreements will not impose any
liability on City, or its employees. Consultant shall require and verify
that all subcontractors maintain insurance meeting all the requirements
stated herein, and Consultant shall ensure that City is an additional
insured on insurance required from subcontractors. For CGL coverage,
subcontractors shall provide coverage with a format at least as broad
as CG 20 38 0413.
D. Enforcement of Aareement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no
additional obligations on City nor does it waive any rights hereunder.
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E. Reauirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type. If the
Consultant maintains higher limits than the minimums shown above, the
City requires and shall be entitled to coverage for higher limits
maintained by the Consultant. Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage shall
be available to the City.
F. Self -insured Retentions. Any self -insured retentions must be declared
to and approved by City. City reserves the right to require that self -
insured retentions be eliminated, lowered, or replaced by a deductible.
Self- insurance will not be considered to comply with these requirements
unless approved by City.
G. City Remedies for Non -Compliance. If Consultant or any subconsultant
fails to provide and maintain insurance as required herein, then City
shall have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Consultant's right to proceed
until proper evidence of insurance is provided. Any amounts paid by City
shall, at City's sole option, be deducted from amounts payable to
Consultant or reimbursed by Consultant upon demand.
H. Timely Notice of Claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Consultant's performance under this Agreement, and that involve or
may involve coverage under any of the required liability policies. City
assumes no obligation or liability by such notice, but has the right (but
not the duty) to monitor the handling of any such claim or claims if they
are likely to involve City.
Consultant's Insurance. Consultant shall also procure and maintain, at
its own cost and expense, any additional kinds of insurance, which in its
own judgment may be necessary for its proper protection and
prosecution of the Work.
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