HomeMy WebLinkAboutC-6035 - PSA for Agenda Workflow, Video & BoardsJPROFESSIONAL SERVICES AGREEMENT
WITH GRANICUS, INC. FOR
AGENDA WORKFLOW, VIDEO & BOARDS
THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement") is made and
entered into as of this 27th day of January, 2015 ( "Effective Date "), by and between the
CITY OF NEWPORT BEACH, a California municipal corporation and charter city
( "City "), and GRANICUS, INC., a California corporation ( "Consultant "), whose address is
600 Harrison Street, Suite 120, San Francisco, California 94107, 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 agenda workflow, video and boards
( "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 December 31, 2016, 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 and Schedule of Billing Rates 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 time and expense not -to-
exceed basis in accordance with the provisions of this Section and Exhibit A.
Consultant's compensation for all Work performed in accordance with this Agreement,
including all reimbursable items and subconsultant fees, shall not exceed Ninety Four
Thousand Eight Hundred Seventy Two Dollars and 00/100 ($94,872.00), 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 describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and /or the
specific task in the Scope of Services to which it relates, the date the Services were
performed, the number of hours spent on all Work billed on an hourly basis, 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 A 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.
Granicus, Inc. Page 2
Compensation for any authorized Extra Work shall be paid in accordance with the
Scope of Services and Schedule of Billing Rates as set forth in Exhibit A.
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 Aaron Levin 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.
5.3 If Consultant is performing inspection services for City, the Project
Manager and any other assigned staff shall be equipped with a cellular phone to
communicate with City staff. The Project Manager's cellular phone number shall be
provided to City.
6. ADMINISTRATION
This Agreement will be administered by the City Managers Office. City's IT
Manager /Assistant to the City 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 the highest professional
standards. For purposes of this Agreement, the phrase "highest professional
standards" shall mean those standards of practice recognized by one (1) or more first -
class firms performing similar work under similar circumstances.
Granicus, Inc. Page 3
8.2 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 the highest professional standard.
8.3 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.
8.4 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 may arise from or in any manner
relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any Work performed or Services provided under this Agreement including,
without limitation, defects in workmanship or materials or Consultant's presence or
activities conducted on the Project (including 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. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by
Consultant.
Granicus, Inc. Page 4
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 B, 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
Granicus, Inc. Page 5
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.
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'), 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.
17.2 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.
Granicus, Inc. Page 6
17.3 All written documents shall be transmitted to City in formats compatible
with Microsoft Office and /or viewable with Adobe Acrobat.
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.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall
not discontinue Work as a result of such withholding. Consultant shall have an
immediate right to appeal to the City Manager or designee with respect to such disputed
sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would
have resulted if there were not errors or omissions in the Work accomplished by
Consultant, the additional design, construction and /or restoration expense shall be
Granicus, Inc. Page 7
borne by Consultant. Nothing in this Section is intended to limit City's rights under the
law or any other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the
Project.
24. CONFLICTS OF INTEREST
24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
24.2 If subject to the Act, Consultant shall conform to all requirements of the
Act. 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.
25. NOTICES
25.1 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.
25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Rob Houston, IT Manager /Assistant to the City Manager
City Manager's Office
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Fred Augonnet
Granicus, Inc.
600 Harrison Street, Suite 120
San Francisco, CA 94107
Granicus, Inc. Page 8
26. 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.).
27. TERMINATION
27.1 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 two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) 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.
27.2 Notwithstanding the above provisions, City 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 seven (7) 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.
27.3 Rights Upon Termination. Upon any expiration or termination of this
Agreement, and unless otherwise expressly provided in an exhibit to this Agreement:
(a) City's right to access or use the Granicus Solution, including
Granicus Software, terminates and Consultant has no further obligation to provide any
services;
(b) City has the right to keep any purchased hardware, provided that
City removes and /or uninstalls any Granicus Software on such hardware. However, if
City has received hardware as part of a Granicus Open Platform Suite solution ( "Open
Platform Hardware "), City understands that upon termination of this Agreement, City
shall immediately return the Open Platform Hardware to Consultant. The Open
Granicus, Inc. Page 9
Platform Hardware must be returned within fifteen (15) days of termination, and must be
in substantially the same condition as when originally shipped, subject only to normal
wear and tear; and
(c) City shall immediately return the Granicus Software and all copies
thereof to Consultant, and within thirty (30) days of termination, Client shall deliver a
written certification to Consultant certifying that it no longer has custody of any copies of
the Granicus Software.
27.4 Obligations Upon Termination. Upon any termination of this Agreement:
(a) The parties shall remain responsible for any payments that have
become due and owing up to the effective date of termination;
(b) The provisions of certain sections of the agreement, and applicable
provisions of the Exhibits intended to survive, shall survive termination of this
Agreement and continue in full force and effect;
(c) Pursuant to the Termination or Expiration Options Regarding
Content, Consultant shall allow the City limited access to the City's content, including,
but not limited to, all video recordings, timestamps, indices, and cross - referenced
documentation. The City shall also have the option to order hard copies of the content
in the form of compact discs or other equivalent format; and
(d) Consultant has the right to delete content within sixty (60) days of
the expiration or termination of this Agreement.
28. USE
Consultant agrees to provide City with a revocable, non - transferable and non-
exclusive account to access the Granicus Software listed in the Proposal and a
revocable, non - sublicensable, non - transferable and non - exclusive right to use the
Granicus Software. All Granicus Software is proprietary to Consultant and protected by
intellectual property laws and international intellectual property treaties. Pursuant to this
Agreement, City may use the Granicus Software to perform its own work and work of its
customers /constituents. Cancellation of the City's Managed Services will also result in
the immediate termination of the City's Software license as described in this section.
29. LIMITATIONS
Except for the license granted by this Agreement, Consultant retains all
ownership and proprietary rights in and to the Granicus Software, and City is not
permitted, and will not assist or permit a third party, to: (a) utilize the Granicus Software
in the capacity of a service bureau or on a time share basis; (b) reverse engineer,
decompile or otherwise attempt to derive source code from the Granicus Software; (c)
provide, disclose, or otherwise make available the Granicus Software, or copies thereof,
to any third party; or (d) share, loan, or otherwise allow another Meeting Body, in or
Granicus, Inc. Page 10
outside its jurisdiction, to use the Granicus Software, or copies thereof, except as
expressly outlined in the Proposal.
30. WARRANTY DISCLAIMER
EXCEPT AS EXPRESSLY PROVIDED HEREIN, CONSULTANT'S SERVICES,
SOFTWARE AND DELIVERABLES ARE PROVIDED "AS IS" AND CONSULTANT
EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES,
INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY,
NON - INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR A
PARTICULAR PURPOSE. CONSULTANT DOES NOT WARRANT THAT ACCESS TO
OR USE OF ITS SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR
ERROR FREE. IN THE EVENT OF ANY INTERRUPTION, CONSULTANT'S SOLE
OBLIGATION SHALL BE TO USE COMMERCIALLY REASONABLE EFFORTS TO
RESTORE ACCESS.
31. LIMITATION OF LIABILITIES
To the extent permitted by law, Consultant shall defend, indemnify and hold
harmless the City from and against all patent, copyright, trade secret damages and
liability, and any and all other damages and liabilities arising out of Consultant's
performance of this Agreement. Consultant shall not be responsible for any damages
or liability to the extent caused by the negligence or willful misconduct of the City or any
of its employees, agents, or representatives acting in an official capacity. In the event of
any court action or proceeding arising out of Consultant's performance of this
Agreement, Consultant shall defend, at its own expense, the action or proceeding. The
City shall promptly notify Consultant of the filing of any such action and cooperate with
Consultant in the defense thereof. In no event will Consultant's, its suppliers', and
licensors' liability exceed the amounts paid by City under this agreement for damages
other than patent, copyright and trade secret infringements.
32. STANDARD PROVISIONS
32.1 Recitals. City and Consultant acknowledge that the above Recitals are
true and correct and are hereby incorporated by reference into this Agreement.
32.2 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.
32.3 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.
Granicus, Inc. Page 11
32.4 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.
32.5 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.
32.6 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.
32.7 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.
32.8 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.
32.9 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.
32.10 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 of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
32.11 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.
32.12 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]
Granicus, Inc. Page 12
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: I L w
By: rl— (� I
Aaron C. arp ChN\ 112a l lS—
City Attorney
ATTEST:
Date:
�\ A ". ).
By: AgAmk
Leilani I. Brown
City Clerk
�CIFORr'%
Attachments:
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: ZAL411c;
By:
Dave Kiff
City Manager
CONSULTANT: Granicus, Inc., a
California corporation
Date:
By: Chin., �14EL
Jason F tcher
CEO
Date: �-- 9i8 -- 015
D
I V1 an ■ IR I OW
Assistant Corporate Secretary
[END OF SIGNATURES]
Exhibit A — Scope of Services and Schedule of Billing Rates
Exhibit B — Insurance Requirements
Granicus, Inc. Page 13
EXHIBIT A
SCOPE OF SERVICES AND
SCHEDULE OF BILLING RATES
Granicus, Inc. Page A-1
(§) GRAN I CUS
Newport Beach Agenda Workflow,
Video, & Boards - with Discount
PRESENTED BY: Drew Baker, Granicus
PRESENTED TO: Newport Beach
DELIVERED ON: December 11, 2014
Thank you for considering Granicus, we're excited to support your agenda workflow needs. It has been a pleasure to
work with Newport Beach through the years. We look forward to continuing our rewarding, long-term relationship with
you.
On the following few pages, you will find a breakdown of the needs that we have uncovered, our proposed solution,
some of our key differentiators, detailed pricing, and a checklist that outlines our next steps.
Primary Initiatives -
Agenda Workflow
As we understand it, the overarching business issue for the Newport Beach is the struggles around staff reports and
agenda workflow. Moving to the Granicus Legislative Management Suite would replace this manual, "form -field" process
and offer:
• Laserfiche integration where the meeting packet is broken down into individual staff reports, notjust a whole
packet
• Maintaining the integrity of large staff reports that include graphs, photos and charts
• Staff report version tracking within the system or with TRACK CHANGES
• Continued use of Microsoft Word for staff reports
• Ability for all Boards, Commissions, and Committees to use regardless if they use the Council Chambers' Voting
System for their meetings.
Voting:
Easy in-house Customizing the display for public viewing
Running Granicus software on current hardware/using iPads
Boards and Commissions:
Appointment and nomination workflow
Maddy Act reports
Creating appointment packets and voting on nominations
Impact of Success
For Newport Beach, a successful implementation would mean:
• A more efficient process of creating and publishing your agenda, measured in staff time saved
• Remote approvals for staff
• Elimination of duplicate work efforts
• Greater accuracy and transparency
• Time savings on creation, and publishing of, the agenda
Plan
I have included some flexibility in this proposal; therefore a proposal review will be the next step. I have included two
components and a summary of the entire package. The pricing includes all training, software, hardware, 24/7/365
support, professional services, installation and implementation,
WWW.C;IZANICUS,(::OM • 600 HARRISON SIREL I SUITE 120, SAN FRANCISCO, CA 9410/
Nearly 1000 jurisdictions have selected Granicus as a partner to help them build trust with citizens, reduce staff time
spent on processing meetings, and engage citizens in productive new ways. Granicus has over 35 years of government -
focused experience which has allowed us to develop tools with government in mind and meet the market demand. We
hope that you have found tremendous value in being a part of the Granicus client family.
WWW.( iRANICUS,COM • 600 HARRISON S1RLE I. SUITE: 120, SAN FRANCISCO, CA 94101
Pricing Breakdown for your Solution
Granicus Encoding Appliance Hardware
(Upgrade) - Government Transparency
Suite
VoteCast Display CPU - Meeting Efficiency
Suite
Shipping - Large Item
Shipping - Medium Item
1 $3,600.00 $3,600.00
1 $980.00 $980.00
1 $125.00 $125.00
1 $60.00 $60.00
Total Hardware Upfront: $4,765.00
Open Platform
Government Transparency Suite
Legislative Management Suite
VoteCast Standard Package (iPad) -
Meeting Efficiency Suite
Boards and Commissions
Granicus Encoding Appliance Software -
Government Transparency Suite
1 $209.00
$209.00
1 $750.00
$750.00
1 $980.00
$980.00
1 $400.00
$400.00
1 $500.00
$500.00
1 $100.00
$100.00
Total Software Monthly Cost: $2,939.00
WWW.G RANIC:US,COM - 600 hiARRISON S I RLE 1. Slin k 120. SAN t RANCISCO, CA 9410/
Legislative Management Suite -
Administrator Training Package
Legislative Management Suite -
Administrator Training Package
Web Training - Government
Transparency Suite
ATS Package - Legislative Management
Suite
Onsite Training Day - Legislative
Management Suite
1 $1,700.00 $1,700.00
1 $0.00 $0.00
1 $0.00 $0.00
4 $212.50 $850.00
3 $1,700.00 $5,100.00
Total Training Upfront: $7,650.00
*If your Granicus solution requires on-site training, additional costs and fees are associated with this training. You may
be billed for travel expenses, including but not limited to, air travel and automobile rentals, as well as lodging expenses.
You will receive an itemized invoice for all expenses related to on-site training within 30 days of the completion of the
on-site visit. You will not be billed for expenses in excess of $2,000 per on-site visit.
VoteCast iPad Configuration Services
Legislative Management Suite - ATS
Package
1 $0.00 $0.00
1 $0.00 $0.00
Total Installation Upfront: $14,625.00
WWW.6RANICUSS:OM • 600 HARRISON S 1 W E- I- SUI I L 12.0, SAN t RANCISCO, CA 9410/
Legislative Management Suite - ATS
1
$0.00
$0.00
Package
View Template Configuration -
1
$0.00
$0.00
Government Transparency Suite
Player Template Configuration -
1
$0.00
$0.00
Government Transparency Suite
Agenda Configuration - Government
1
$0.00
$0.00
Transparency Suite
Live Manager Installation - Government
1
$0.00
$0.00
Transparency Suite
Agenda Parser Configuration -
1
$0.00
$0.00
Government Transparency Suite
ATS Package - Legislative Management
12
$212.50
$2,550.00
Suite
Workflow Configuration - Legislative
1
$1,900.00
$1,900.00
Management Suite
Deployment Services - Legislative
4
$1,700.00
$7,650.00
Management Suite
VoteCast Display Installation - Meeting
Efficiency Suite
1
$1,650.00
$1,650.00
Encoding Appliance Hardware
Configuration - Government
1
$875.00
$875.00
Transparency Suite
Total Installation Upfront:
$14,625.00
WWW.GRANIC:iJS,("OM • 600 HARRISON S I R;L E I . SUI I E 120, SAN � RANC:ISC O, CA 9410/
Total Upfront Cost: $27,040.00
RETURN CUSTOMER DISCOUNT $2,704.00
Total 1st Year Cost: $59,604.00
Total Subsequent Year Cost: $35,268.00
WWW.GRANICUS,COM • (300 HARRISON SI REE i. S01 FF 120, SAN r RANCISCO, CA 9410/
Granicus® Open Platform
The Granicus® Open Platform is the cloud -based foundation for all Granicus applications. It allows government
organizations to manage and store an unlimited amount government public meeting data. It is the core of our content
management, administration and distribution tools and includes free access to our APIs and SDKs, helping you
seamlessly connect your Granicus solution to systems in place. The Granicus Platform includes the ability to upload and
publish content including videos and documents. Click here (http://www.gran*cus.com/Solutions/Granicus-Open_
Platform.asoxl for more information on the Granicus Open Platform.
• Unlimited content storage and distribution
• Open architecture and SDK
• Archived video editing and indexing
• Citizen web portal
• Live and on -demand streaming to mobile devices
• Create a paperless agenda environment with iLegislate® for the iPad
Meeting Efficiency Suite
The Meeting Efficiency Suite is a live meeting workflow solution that combines minutes with a meeting's recording.
Capture and publish minutes, saving staff time and cutting administrative costs. Record roll -call, agenda items, speakers,
motions, votes, and notes through a simple interface. After the meeting, finalize minutes quickly and easily in Microsoft
WordT14. Integrate VoteCast with iLegislate® to enable real-time meeting voting on the iPad. With VoteLog, allow the
public to track legislation, ordinances, and even voting member records through your website. This Suite also allows you
to seamlessly integrate with agenda solutions already in place. Click here for more information on the Meeting Efficiency
Suite.•
• Meeting preparation tools
• Live minutes automation
• Quick notes and text expansion
• Minutes editing and publishing
• Generate linked minutes
• Real-time meeting voting on the iPad
WWW.GRANICUS,COM • 600 HARRISON S'iREF1. SUITE 120, SAN FRANCISCO, CA 94107
VoteCast for iLegislate (add-on)
Traditional methods of recording votes can be cumbersome for legislative staff, oftentimes slowing the pace of public
meetings. As part of the Granicus Meeting Efficiency toolset, iLegislate® + VoteCastT" on the iPad modernizes the voting
process by eliminating the tedium of hand counting, paper voting, and the use of outdated standalone systems.
• Easy one -touch voting
• Real-time meeting synchronizing
• Paperless exploration of voting item
• details, text, and history
• Maintain perfect voting accuracy
• Track meeting progress as it occurs
• Request to speak functionality & management
• Review detailed snapshot of item status, speaker queue, motion, mover, seconder
• Instantly send vote tabulations to digital meeting minutes & public displays
Legislative Management Suite
The Legislative Management Suite offers a complete and automated agenda workflow solution. Create agenda items
and assign them to the appropriate agenda, making agenda creation seamless. Item approvals are done automatically -
approvers are notified when it's their turn to review. Seamlessly connect agenda data to the iPad to review agendas and
support documents, take notes and more through the iLegislate application. Capture all meeting actions after the
meeting into the public record. Plus, you can organize and store electronic documents of any file format in one
WWW.GR1ANICUS,COM • (500 HARRISON S i R1r_t l , SUI I E 120, SAN I RANCISCO, CA94107
repository. All documents are automatically tagged and indexed, making search and retrieval easy. This Suite also allows
you to track legislation from inception through approvals and actions taken. Click here for more information on the
Legislative Management Suite.
• Agenda item drafting
• Electronic approval process 7
• Agenda packet generation and publication Auto-Gewate
• Organize, store and retrieve documents t`"das
• Continuous legislative workflow Submit Agenda Final Action@
Items Enactment
• Track and search legislative data 10
Track LeSIsA Me Publish to Web
History
WWW.GRANICUS,COM • 600 HARRISON S I REE I. SUI f k 120. SAN RANCISCO, CA 9410/
iLegislate®
Granicus' mobile agenda application, iLegislate®, enables governments to review meeting agendas, supporting
documents, and archived videos over the iPad®. iLegislate is a free app that can be downloaded from iTunes, and works
with any Granicus suite. Suite integrations increase data access and add functionality such as digital one -touch meeting
voting.
on iLegislate.
• Convenient access to meeting agendas and supporting documents
• Reduce paper consumption and move to a paperless environment
• Explore agendas and attachments offline and on -the -go
• Easily take notes, annotate, and email agenda items
• View indexed, archived meeting videos
• Public opinion placed at elected officials' fingertips
(with Citizen Participation integration)
• Real-time meeting voting (with Meeting Efficiency integration)
WWW.GRANICUS.COM • 600 HARRISON STREET_ SUITE 120, SAN FRANCISCO, CA 94107
Boards & Commissions
The Boards and Commissions app is designed to help government agencies easily manage government body
appointments, vacancies, and citizen applications online. Now, the public can easily see what boards and commissions
exist and take the opportunity to apply for open seats quickly from the web.
Traditionally, applying for boards and commissions is a paper -heavy and labor intensive process involving a lot of
emails, phone calls, public notices, multiple systems and ongoing coordination throughout the year for governing
bodies. This application simplifies the entire administrative process with online appointment workflows. There are even
automated email form letters, and website widget builders to save time in the recruitment process.
Some of the key features it includes:
• Easily publish and promote open vacancies on their website and
across social networks
• Customize and design your citizen application template and leverage -
a seamless integration to any government website ~'
• Filter and qualify applicants using simple and effective search tools - _~
• Auto -generate communications and follow up for all steps of the
application & appointment process
• Intelligent dashboard for monitoring terms and vacancies with built
in alert system
• Integrates seamlessly with Granicus' Legislative Management toolset _ -
_-- iiir.lu�._1
WWW_GRANICUS,COM • 600 HARRISON STREET. Su17E 120, SAN FRANCISCO, CA 94107
Training Outline for your Solution
Open Platform (,OPS
2 -hour online training session for up to 6 attendees.
Who should attend: Anyone responsible for loading & publishing agendas, uploading videos, post -meeting video time -
stamping & editing, and those responsible for administrating iLegislate
Goals:
1. To understand the high level basics of the Open Platform Suite workflow
2. To become familiar with the Media Manager and iLegislate interfaces
3. To learn how to execute pre -meeting tasks and post meeting tasks in MediaManager
4. To understand how to access paperless agendas in iLegislate
VoteCast
VoteCast Onsite Training Day 1
Two days onsite training with meeting support, if applicable, for up to 6 LiveManager users and 12 voting members, if
they can meet in pairs for training
Goals:
1. To validate VoteCast and VoteCast Display
2. To train the Clerk (and Staff) on LiveManager with VoteCast
VoteCast Onsite Training Day 2
Two days onsite training with meeting support, if applicable, for up to 6 LiveManager users and 12 voting members, if
they can meet in pairs for training
Goals:
1. To review with the Clerk & Staff LiveManager and VoteCast
2. To train the Voting Members on VoteCast
3. Meeting Support (if applicable)
Legislative Management - Online Administration Training_
Admin Online Sessions (3 Sessions, 2 hours each)
2 -hour online training session for up to 6 attendees.
Who should attend: Anyone responsible for administrating Legistar
Goals: Legislative Management - with ATS & Admin training
WWW.GRANICI)S,COM • 600 HARRISON SIREEI. SUITE 120, SAN r RANCISCO, CA 94107
Legislative Management - Onsite User Training
Drafter Training
2-3 hour training sessions for up to 12 attendees
Who should attend: Those who are responsible for drafting and entering new agenda items and their supporting
documentation into the Legistar system and those responsible for administrating Legistar.
Approvers Training
1 -hour training sessions for up to 12 attendees
Who should attend: Those who are responsible for utilizing the Approval Tracking System (ATS) to approve agenda
items prior to their acceptance to future agendas and those responsible for administrating Legistar
Agenda Preparation
3-4 hour training sessions for up to 6 attendees
Who should attend: Those who are responsible for creating and publishing agendas from the approved agenda items
and those responsible for administrating Legistar
Live Meeting Indexing
2-3 hour training sessions for up to 6 attendees
Who should attend: Those who are responsible for taking minutes during the meeting (time -stamping agenda items,
recording notes, motions and votes during the meeting) and those responsible for administrating Legistar
Trimming Video/Editing Timestamps for h.264 (in MediaManager)
2 hour training sessions for up to 6 attendees
Who should attend: Those who are responsible for editing the archived video and time -stamped agenda prior to
Minutes processing and those responsible for administrating Legistar. It is recommended that the same person who is
responsible for live meeting indexing also be responsible for the trimming/editing of the archived video.
Minutes Processing
3-4 hour training sessions for up to 12 attendees
Who should attend: Anyone responsible for creating & publishing minutes and those responsible for administrating
Legistar
iLegislate Training
1 hour training session for up to 12 attendees
Who should attend: Anyone administrating iLegislate and/or using the application
WWW.GRANICUS,COM • 600 HARRISON STREET. SUIfF 120, SAN FRANCISCO, CA 9410/
Admin Review
2 hour training sessions for up to 6 attendees
Course Prerequisite: Admin Online Session #1, #2, #3
Who should attend: Those responsible for administrating Legistar
Project Meeting/Q&A
2 hour training sessions for up to 12 attendees
Who should attend: The Clerk/Secretary, Project Lead and those responsible for administrating Legistar
Managed Services
Granicus provides a comprehensive Managed Services package with every solution to ensure long-lasting success with
our technologies while maximizing your solution's performance. Our fully managed and hosted infrastructure offers
unlimited bandwidth, storage and the highest security standards of your data through a cloud -based platform. Our
remote, proactive systems monitoring guarantees faster response time, predicts problems before they arise, and helps
reduce the cost of IT support and maintenance.
The Granicus team works around-the-clock to ensure your applications are protected and operating smoothly. You also
receive continual access to advanced learning tools and the hands-on support, knowledge, and expertise of our skilled
Support Engineers and Customer Advocacy professionals.
Professional Services
In order to ensure a successful implementation and user experience, Granicus provides professional services with each
solution. Below is a list of the requisite professional services for your solution.
Deployment The Media Manager site will be enabled and all initial configuration done,
readying it for use.
Design Services All standard templates will be adjusted to meet look, feel, and functionality needs.
Self -Paced eLearning Access to an online training course library, providing a self -paced learning
environment with unlimited uses will be provided.
WWW.CGRANI(:US,COM • 600 HARRISON SIREE H. SUITE 120, SAN FRANCISCO, CA 9410/
Agenda Template A template for agenda data presentation will be adjusted to utilize best practices
and automated workflow for your solution.
Player Template A template for the video player will be adjusted to optimize meeting presentation
and information.
View Page Template A template for the view page will be adjusted to integrate the look and feel of your
existing website.
Agenda Parser Configuration The agenda parser will be set up to import necessary data elements from agendas
for system use.
Live Manager Installation The Live Manager will be remotely enabled and all initial configuration done,
readying it for use.
Encoding Appliance
Installation The Encoding Appliance will be shipped and remotely configured.
Primary users will be provided live web -based training by a Granicus certified
Web Training Series trainer. There are three training sessions: basic pre -meeting & meeting, basic
post -meeting, and a go -live refresher immediately prior to launch.
Installation The preconfigured VoteCast Station, VoteCast Display, and Public Display will be
remotely installed.
Workflow Configuration VoteCast system settings will be adjusted based on workflow analysis calls.
Meeting Server Configuration The backend settings will be configured based on network and infrastructure
review to meet optimal systems needs.
Two days of in-person training for clerks and staff, hands-on training for primary
Onsite Training voting members is provided. Onsite go -live support is provided if the training
coincides with the go -live date.
WWW.GRANICUS,C OM • 600 HARRISON S I RiA 1. SUI HE 120, SAN I €RANCISCO, CA 94101
Project Management & A collaborative series of workflow analysis calls and guided administrative data
Deployment entry will be used to ready the system for use.
In-person system training for up to 12 users will be provided onsite for 3 or 3.5
Onsite Training days, depending on installed components. For more than 12 users, we
recommend the LMS Trainers course to create your own in-house trainer.
Installation Services The Performance Accelerator hardware will be shipped and remotely configured.
Granicus Differentiators
• World's most experienced provider of government transparency, citizen participation, meeting efficiency, and
legislative management solutions with:
• Over 1,000 clients in all 50 states, at every level of government
• Over 31 million government webcasts viewed
• More than 265,350 government meetings online
• First fully integrated legislative workflow management system for local government
• Open API architecture and SDK allow for seamless integrations with systems already in place
• Certified integrations provide flexibility and choice of agenda workflow solutions
• Exclusive provider of the iLegislate iPad application that allows users to review agendas and supporting
materials, bookmark and take notes on items, stream archived videos, and review community feedback
• Only government webcasting service to provide encoding, minutes annotation, transcription, and closed
captioning services
• Truly unlimited storage and distribution for all meeting bodies and non -meeting content
• Indefinite retention schedules for all archived meeting and non -meeting content
• Only provider of both government webcasting and citizen engagement services
• 24/7/365 customer service and support
• 97% customer satisfaction rating, 98.5% client retention rating
• One of the 100 companies that matter most in online video by Streaming Media magazine
• Ranked 185 on Deloitte 500 fastest growing companies
• Ranked 419 on Inc 500 fastest growing companies
• Client Success stories are available here: http://www.granicus.com/customers/case-studies/
WWW.GRANICUS,COM • 600 HARRISON S1 REE 1. SUI f 120, SAN rRANCISCO, CA 94107
• All suites require the Granicus Open Platform
• Sales tax may apply depending on your organization's tax status and the tax laws unique to your state, county
and/or municipality
• Quarterly billing for Managed Services shall begin upon completion of deployment. Client will be invoiced a pro-
rated amount from the deployment completion date through the end of the quarter. Thereafter, Client will be
billed each January 1, April 1, July 1, and October 1. Client agrees to pay all invoices from Granicus within thirty
(30) days of receipt of invoice.
• Fifty percent (50%) of all up -front fees are due upon Granicus' receipt of a purchase order. The remaining fifty
percent (50%) of up -front fees are due upon completion of deployment. Quarterly billing for Managed Services
shall begin upon completion of deployment. Client will be invoiced a pro -rated amount from the deployment
completion date through the end of the quarter. Thereafter, Client will be billed each January 1, April 1, July 1,
and October 1. Client agrees to pay all invoices from Granicus within thirty (30) days of receipt of invoice.
For Open Platform, Government Transparency, and Meeting Efficiency Suites, deployment is complete once the
software is installed, tested and deemed by Granicus to be ready for Client's use. For Legislative Management,
deployment is complete once the hardware and software are installed, tested, and deemed by Granicus to be ready for
Client's use, and the Legistar database is configured for the Client. The database is considered to be fully configured
after the final Needs Analysis Call.
WWW.GRANICUS,COM • 600 HARRISON S I RL- l , SUI i f- 110, SAN 'r RA,NCISCO, CA 9410/
EXHIBIT B
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 officers, agents,
employees and volunteers.
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.
Granicus, Inc. Page B -1
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 elected or appointed officers, agents, officials, employees
and volunteers 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 and its officers, officials, employees, and agents 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.
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. 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
Granicus, Inc. Page B -2
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 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. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Contractor's performance under this Contract, 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, Inc. Page B -3
CERTIFICATE OF LIABILITY INSURANCE
DATE (MW DO )
1/6/2015
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this Certificate does not confer rights to the
certificate holder in lieu of such endoreement(s).
PRODUCER
AnlXter ie QSer, Inc.
License OE2BBBB
205 San Marin Drive
Novato CA 94945 -1227
coNEA Vanessa weidauer / Barbara Hernandez
NAME:
ONE AX Not.
-1600 F
L
AMAIE
DDRvnessa@properlyinsured.com
INSURER(S) AFFORDING COVERAGE
NAICB
INSURER A:Travelers Prop Cas Ins Co
36161
INSURED
Granicus, Inc.
600 Harrison St. #120
San Francisco CA 94107
INSURER B:Travelers Ind Cc of CT
25682
INSURER C Zvanston Insurance Company
INSURER D:
$ 1,000,000
NUR ER E:
S 300,000
INSURER F:
X COMMERCIAL GENERAL LIABILITY
COVERAGES CERTIFICATE NUMBER•CL151510613 REVISION NUMBER:
COVERAGES
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCE
ADDL
UBR
POD YN NUMBER
POLICY
MMIDD EXP
LIMITS
City Manager's Office
100 Civic Center Drive
GENERAL LIABILITY
Newport Beach, CA 92660
V I Weidauer /NESSA �
EACH OCCURRENCE
$ 1,000,000
PREMISES E RELATE n
S 300,000
X COMMERCIAL GENERAL LIABILITY
MED EXP(my one persr)
$ 10,000
A
I CLAIMSMADE OCCUR
X
ZLP12N45052
/1/2015
/1/2016
PERSONAL &ADV INJURY
$ 1,000,000
GENERAL AGGREGATE
$ 2,000,000
GEN'L AGGREGATE
LIMIT APPLIES PER:
PRODUCTS - COMP /OP AGG
$ 2,000,000
$
X POLICY
PRO- LOC
AUTOMOBILE LIABILITY
COMBINED .cdwt) L IT
11000,000
BODILY INJURY (Per person)
$
B
ANY AUTO
ALLOWNED SCHEDULED
3402P458
/1/2015
/1/2016
BODILY INJURY(Paracchl.t)
$
AUT
AUTOS X AUOTOSWNED
X
PROPERTY mIDAMAGE
$
X
4
UMBRELLA LIAR
X
OCCUR
EACH OCCURRENCE
$ 4,000,000
AGGREGATE
$ 4,000,000
A
EXCESSWB
CIAIMSMADE
IZUP12N45304
/1/2015
/1/2016
DED I X I RETENTION3 C
$
A
WORKERS COMPENSATION
X 1 WC STATU- OTFF
E.L. EACH ACCIDENT
$ 1,000,000
AND EMPLOYERS' DASIUTV YIN
ANY PROPRIETOWPARTNEMEXECUTIVE
E.L. DISEASE - EA EMPLOYE
$ 1,000,000
OFFICER, In NH)
(Mandatory In NH) EXCLUDED?
NIA
S133PS70
/1/2015
/1/2016
E.L. DISEASE - POLICY LIMIT
$ 11000,000
Ifyes, describe under
DESCRIPTION OF OPERATIONS belay
C
Errors b Omissions - MisC
ITS07390
/1/2015
/1/2016
Each CA $2,000,000
Professional Liability
Retro Date 12/13/2009
/Aggregate $2,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, AdtlRlonal Remarks Schedule, If mare space Is required)
The City of Newport Beach, its officers, officials, employees and volunteers are named as additional
insured per form CGD417 attached. Coverage is primary and non - contributory per form CGD425. Waiver of
Subrogation applies in favor of the additional insured per form CGD417 attached.
CANCEL I ATMN
l,Ertrrrrs.nr�nvw�n
- - --
rhouston @newportbeachca . go
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
City of Newport Beach
City Manager's Office
100 Civic Center Drive
AUTHORIZED REPRESENTATIVE
Newport Beach, CA 92660
V I Weidauer /NESSA �
ACORD 25 (2010/05)
INS025 mmnnel nt
V 1966 -2070 ACORD C W RPV RA l ION. Au rrgrRa r Baer vem.
Tho arnRn name and Innn am ronicFCrnA martrc of ar-rmn