HomeMy WebLinkAboutC-7108-2 - PSA for Upgrading of Police Department Websiter PROFESSIONAL SERVICES AGREEMENT
WITH GRANICUS, LLC FOR
U UPGRADING OF POLICE DEPARTMENT WEBSITE
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and
entered into as of this 1st day of July, 2020 ("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 St. Peter St., Suite 600, St. Paul, Minnesota 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 redesign the NBPD.org CivicaCMS website
and provide training and maintenance services ("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 June 30, 2025, unless terminated earlier as set forth herein.
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) business 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 time and expense 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, including all
reimbursable items and subconsultant fees, shall not exceed Seventy Two Thousand
Five Hundred Five Dollars and 05/100 ($72,505.05), 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 invoices to City in accordance with the billing
schedule set forth in Exhibit B, describing the Work performed the preceding period.
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 and a description of any
reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar
days after approval of the monthly 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
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.
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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 shall assign a Project Manager upon
execution of this Agreement. Consultant shall provide City with Project Manager's contact
information and will notify City should the designated Project Manager be removed or
reassigned.
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 Police Department. City's IT Analyst
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.
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
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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 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 relate (directly or indirectly) to the
negligent, reckless, and/or willful acts, errors and/or omissions 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.
10. LIMITATION OF LIABILITY
IN NO INSTANCE SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY
FOR DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT (WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED TWO
MILLION DOLLARS ($2,000,000.00). NEITHER PARTY MAY INSTITUTE AN ACTION
IN ANY FORM ARISING OUT OF NOR IN CONNECTION WITH THIS AGREEMENT
MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ARISEN.
11. 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
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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.
12. 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.
13. 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.
14. 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.
15. 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.
16. 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
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.
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17. 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.
18. OWNERSHIP OF DOCUMENTS
18.1 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"), prepared or caused to be prepared by Consultant,
its officers, employees, agents and subcontractors, in the course of implementing this
Agreement, 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. Additionally, all material posted in cyberspace by Consultant, its officers,
employees, agents and subcontractors, in the course of implementing this Agreement,
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 Notwithstanding the
foregoing, Consultant shall retain exclusive ownership and control of any and all code,
methods, formula, trade secrets, proprietary software, processes, and all other electronic
data or information that Consultant owned prior to the Agreement ("Consultant's
Property"), and City shall not acquire any rights or ownership in Consultant's Property
pursuant to this Agreement.
18.2 Documents, including drawings and specifications, prepared by Consultant
pursuant to this Agreement 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.
18.3 All written documents shall be transmitted to City in formats compatible with
Microsoft Office and/or viewable with Adobe Acrobat.
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19. 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.
20. 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.
21. 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.
22. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
23. CONFLICTS OF INTEREST
23.1 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.
23.2 If subject to the Act and/or Government Code §§ 1090 et seg., 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.
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24. NOTICES
24.1 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.
24.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Deputy Director
Police Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
24.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Contracts
Granicus, LLC
408 St. Peter St., Suite 600
St. Paul, MN 55102
25. 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,
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.).
26. TERMINATION
26.1 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) business days after receipt of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, and
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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.
26.2 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 the other Party.
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.
27. STANDARD PROVISIONS
27.1 Recitals. City and Consultant acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
27.2 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.
27.3 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.
27.4 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.
27.5 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.
27.6 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.
27.7 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.
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27.8 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.
27.9 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.
27.10 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.
27.11 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.
27.12 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:
By: LA P d (q� I
9tron C. Harp W "ttiF,
y Attorney
ATTEST:
By:► , Il.�. 0121 oLeilanj 1. Brown,
CITY OF NEWPORT BEACH,
a Califorpi�E u_ nijppl corporation
Date: �� )) `j�O�(J
/J/JU
AM
'.,� -
Date:
CONSULTANT: Granicus, LLC, a
Minnesota Limited Liability Company
Date:
Signed in Counterpart
By:
Mark Hynes
Chief Executive Officer
Date:
Spencer Lasley
Contracts Manager
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
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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:
By:
Von . Harp
City Attorney
ATTEST:
Date:
0
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Jon T. Lewis
Police Chief
CONSULTANT:
Minnesota i it(
Date: 10 141 Z
MM
Chief
Date:
Granicus, LLC,
Liability Company
Officer
By:
Spencer Lasley
Contracts Manager
[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: M7
By:
43fon . Harp
City Attorney
ATTEST:
Date:
al
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Jon T. Lewis
Police Chief
CONSULTANT: Granicus, LLC,
Minnesota Limited Liability Company
Date:
By:
Mark Hynes
Chief Executive Officer
Date: i o I6 LIzo
By:
Spe cer Lasley
Contracts Manager
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Granicus, LLC Page 11
EXHIBIT A
SCOPE OF SERVICES
Consultant shall diligently perform the following Services, generally described as premium
design and implementation of the City of Newport Beach Police Department website,
provide web -based training, content migration, department branding, and provide annual
maintenance, hosting, and licensing, as further detailed below.
Granicus Proposal for Newport Beach, CA
Granicus Contact
Name: Jason Reis
Phone: (949) 899-8097
Email: Jason.reis@granicus.com
Proposal Details
Quote Number: Q-73659
Prepared On: 7/17/2020
Va lid Through: 9/30/2020
Payment Terms: Net 30 (Payments for subscriptions are due ac the beginning of the period of Performance.)
Currency: USD
Current Billing Term End Date: 6/30/2021
Period of Performance: The Agreement will begin on the date this document is signed and will continue through
the end of the then current billing term, and will continue for an additional 48 months thereafter.
Solution
U._,,.:'_, _ __
Billing
Frequency
quantity/Unit
Prior Annual
Fee
Cnnca Maintenance and Support
.':'ua
GE6ch
=,E03.3-
Upon the signingof this Agreement annualfeesfor the tertnrnaangsubscripdongs)Shall cease. Anypre-paidjeesforthe
terminating subscription(s) after the signing of Mrs agreement will be prorated from the signing of this Agreement to the end of
the Client's theo-current billing term, credited, and such credit applied to the annual fees for new subscriptions.
Client wiff continue to how access to and use the terminating solution until the new subscription(s) Wore deployed.
Upon the deployment of Client's new solutron as determined at Granicus'so/e discretion, Granicus shall remove access to the
Clients tertninatingsubsc its ion(s).
Granicus, LLC Page A-1
s'
Billing
1 Each
requency
govAccess - Web Design and Implementation - Specialty Sub
Milestones - 40r
1 Each
2020/20
Premium Design Package
Milestones 40/
SUBTOTAL:
20/2020
WebbasedTraining Additional Day
Upon Delivery
Content Migration - Up to 50 Pages of Migration Total
Milestones - 40/
20/20/20
DeptBranding: Interior Page Customization Tier l
Milestones 40/
20/20/20
Quantity/Unit One -Time Fee
1 Each
521,300.00
1 Each
$9,500.00 '.
2 Each
$2,000.00
1 Each
$1,125.00
1 Each
$10,000.00
SUBTOTAL:
$44,425.00 '..
_
mw_Solution Billing Quantity/Unit AnnualFee
_ _ Frequency
govAccecs- Main UHosting/License Fee- SpecialtySub Annual 1 Each $4.80537
SUBTOTAL: $4,90537
Please note, annual fees for new subscrfotions will be prorated to align to Client's then -current bfllmj term. Exceptions include
Recusing Captioning 5ervices SMS, and Targeted Massages.
Solution(s) /2027-6!302022 '. 72-64012023 711/2023-61302024 7/7/2024-6130/2025
govAccess- Al.,ru
Hosdng/License Fee $5,400.00 $5,670.00 $5,953.50 56.251.18
Specialty Sub
SUBTOTAL: $5,400.00 55.670.00 $5.953.50 $6.251.18
Granicus, LLC Page A-2
govAccess - Web Speciality Subsite package is intended to serve the needs of larger and often revenue -
Design and generating departments that have either maintained their own separate website in the past or
Implementation - would like to develop one as part of this project This package includes:
Specialty Sub UX consultation, which may include one (1) or more of the following.
One (1) site analytics report
One (1) heatmap analysis
One (1) intemal stakeholder survey
Three (3) customerjoumeys (top tasks or heavily visited webpages) identified for
optimization
Fully customized wireftame
Unique design theme, including color palette for landing page and interior pages
Unique header and footer
• Unique navigation design
• Individual URL and search capabilities
Optional video background (included)
• Optional custom mobile homepage (included)
govAccess - Maint/ Maintenance, Hosting and Licensing includes the following for the client's Specialty Subsite(s)
Hosting/License Fee - covered by the subscription:
Specialty Sub • Monthly software updates
Unlimited technical support (6:00 AM - 6:00 PM PT, Monday - Friday)
Access to training webinars and on demand video library
Access to best practice webinars and resources
Annual health check with research based recommendations for website optimization
DDoS mitigation
Disaster recovery with 90minutefailover (RTO) and 15 minute data replication (RPO)
Premium Design The Premium Plus Design Package includes the creation of a unique design for the client's
Package
website using any combination of the following design options:
• Video Background: Feature a video in the background instead of a static image (the
clientwill be responsible for providing the video)
• Anchor Scrolling: Create anchor links to allow users to navigate to respective positions
on the homepage either by scrolling or clicking on the anchor link
• Tiles/Cards: Replace the site's top drop down menus with tiles on the homepage of the
website Parallax homepage
Web -based Training-
Includes an additional day ofweb-based CMS User Training
Additional Day
Content Migration -
Includes the migration of up to 50 pages of content
Up to 50 Pages of
Migration Total
Dept Branding;
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Granicus, LLC Page B-1
EXHIBIT B
SCHEDULE OF BILLING RATES
The project will be billed in four phases, with invoices sent upon completion of the
specific milestones as listed below:
Milestone
Scope of Work
Fees
Milestone One (40%)
Delivery of signed agreement.
$16,970.00
Milestone Two (20%)
Concept and Design; approval of
$8,485.00
homepage.
Milestone Three (20%)
Development and Integration;
$8,485.00
implementation of website into the VCMS
on Granicus-hosted development server.
Milestone Four (20%)
Quality Assurance and Technology
$8,485.00
Transfer; completion of content and
website ready to go "live"; completion of
training.
Total Non- Recurring Project
$42,425.00
Compensation:
Training
Due concurrent with Milestone Four
$2,000.00
Payment
Total Non- Recurring Training
$2,000.00
Compensation:
Total Non- Recurring Compensation:
$44,425.00
Annual Hosting & Maintenance
Year One (7/1/2020 — 6/30/2021)
$4,805.37
Year Two (7/1/2021 — 6/30/2022)
$5,400.00
Year Three (7/1/2022 — 6/30/2023)
$5,670.00
Year Four (7/1/2023 — 6/30/2024)
$5,953.50
Year Five (7/1/2024 — 6/30/2025)
$6,251.18
Total Hosting & Maintenance
$28,080.05
Total Not to Exceed Amount
$72,505.05
Granicus, LLC Page B-1
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. 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. Coverage Requirements.
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, Section 3700
of the Labor Code.
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 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 premises, operations, 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, with the exception that Consultant shall
Granicus, LLC Page C-1
not be required to provide coverage for owned vehicles while Consultant
owns no vehicles.
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. Cyber Liability. Contractor shall maintain cyber liability insurance with limits
of not less than two million dollars ($2,000,000) per occurrence and four
million dollars ($4,000,000) annual aggregate covering (1) all acts, errors,
omissions, negligence, infringement of intellectual property. (2) network
security and privacy risks, including but not limited to unauthorized access,
failure of security, breach of privacy perils, wrongful disclosure, collection,
or negligence in the handling of confidential information, privacy perils,
including coverage for related regulatory defense and penalties. (3) data
breach expenses payable whether incurred by City or Contractor, including
but not limited to consumer notification, whether or not required by law,
computer forensic investigations, public relations and crisis management
firm fees, credit file or identity monitoring or remediation services in the
performance of services for City or on behalf of City hereunder.
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 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.
Granicus, LLC Page C-2
D. Notice of Cancellation. Consultant 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.
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 Requirements. 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. Enforcement of Agreement 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.
D. Requirements 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
Granicus, LLC Page C-3
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
E. 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.
F. 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.
G. 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.
H. 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.
Granicus, LLC Page C-4
Mulvey, Jennifer
From:
Greathouse, Kaitlin <kgreathouse@nbpd.org>
Sent:
Thursday, November 19, 2020 2:13 PM
To:
Mulvey, Jennifer
Cc:
Rasmussen, Steve
Subject:
FW: Compliance Alert -Vendor Number FV00000285
[EXTERNAL EMAIL] DO NOT CLICK links or attachments unless you recognize the sender and know the content is safe.
Hi Jennifer,
Please see attached email from EBIX showing that Granicus is now in compliance for certificate of insurance
requirements. Please let me know if there is anything else you need from me!
Thank you,
Kaitlin Greathouse
Community Service Officer— Planning & Research Newport Beach Police Department
Phone: 949.644.3663 1 kgreathouse@nbpd.org
-----Original Message -----
From: Newman, Lisa
Sent: Wednesday, November 18, 2020 7:15 PM
To: Greathouse, Kaitlin <kgreathouse@nbpd.org>
Subject: FW: Compliance Alert -Vendor Number FV00000285
For you
-----Original Message -----
From: Customer Service <customerservice@ebix.com>
Sent: Wednesday, November 18, 2020 5:46 PM
To: Newman, Lisa <Inewman@nbpd.org>; insurance@newportbeachca.gov
Cc: sagar@ebix.com
Subject: Compliance Alert -Vendor Number FV00000285
Warning, External email: The content or attachments contained in this message may be harmful. DO NOT CLICK links or
attachments if you do not recognize the sender.
This Account has moved from non-compliant to COMPLIANT status and is currently in compliance for certificate of
insurance requirements. FV00000285 Granicus, LLC
Sent by Ebix, designated insurance certificate reviewer for the City of Newport Beach.
IMPORTANT WARNING and CONFIDENTIALITY NOTICE: This e-mail (and any attachment) is only intended for the use of
the person or entity to which it is addressed, and may contain information that is privileged and confidential. All
recipients, including employees of the City of Newport Beach, are obligated to maintain this communication in a safe,