INDEPENDENT CONTRACTOR'S AGREEMENT – Over $40,000 Page 1 of 15 S:\Agreements\Citysourced - Granicus\2025\Bakersfield CA - Granicus-Kar Rev 3-4-25.Docx Updated – August 15, 2022
AGREEMENT NO. ___________________
INDEPENDENT CONTRACTOR'S AGREEMENT
[Over $100,000]
This INDEPENDENT CONTRACTOR’S AGREEMENT (“Agreement”) is made and entered into on _______________________, by and between the CITY OF BAKERSFIELD, a municipal corporation (“CITY”) and GRANICUS, LLC a corporation authorized to do business in California (“CONTRACTOR”).
R E C I T A L S
WHEREAS, on December 14, 2022, the CITY entered into Agreement 2022 - 260 with RockSolid Technology for the subscription of a civic engagement SaaS platform called CitySourced; and
WHEREAS, RockSolid Technology, Inc has since been acquired by Granicus, LLC; and
WHEREAS, CITY would like to renew CONTRACTO R’S subscription for an additional (3) three years; and
WHEREAS, CONTRACTOR represents that CONTRACTOR is experienced, well qualified and a specialist in the field of providing configurable software products built for city leaders and local governments to run more efficiently in bringing their communities together.
NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and CONTRACTOR mutually agree as follows:
1. SCOPE OF WORK. In exchange for the Compensation (defined below), CONTRACTOR shall perform the following: annual subscriptions to CitySourced Platform Enterprise Plus and SMS Text Messaging Module as outlined in Exhibit A and incorporated herein (“Scope of Work”). The Scope of Work shall include all items and procedures necessary to properly complete the task CONTRACTOR has been hired to perform, whether specifically included in the Scope of Work or not.
2. COMPENSATION/PAYMENT PROCEDURE. Subject to the conditions of this section, CITY will pay PROVIDER as follows for performing the Scope of Work Docusign Envelope ID: 446B6DD7-A407-4650-81C8-6EC059980153
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(“Compensation”):
A total, lump sum payment of $ 172,082.38 made in three (3) installments after the Scope of Work I completed to CITY’s satisfaction per Exhibit A, such satisfaction not to be unreasonably withheld or delayed, which is attached hereto and incorporated by reference herein as follows:
• $53,526.51 March 2025
• $57,273.37 March 2026
• $61,282.50 March 2027
CITY will pay CONTRACTOR within 30 days after CONTRACTOR submits an itemized invoice and that invoice is approved by CITY. Subscription services are annual subscriptions paid up front prior to commencement of the annual subscription period . The Compensation will be the total amount paid to CONTRACTOR for performing the Scope of Work and includes, but is not limited to, all out -of-pocket costs and taxes . CITY will pay no other compensation to CONTRACTOR. In no case will CITY compensate CONTRACTOR more than $172,0282.38 for performing the Scope of Work.
3. TERM. Unless terminated sooner, as set forth herein, this Agreement shall terminate on March 25, 2028.
4. TERMINATION. CITY may terminate this Agreement without cause and in its sole discretion at any time by giving CONTRACTOR ninety (90) days' written notice of such termination. Either party may terminate this Agreement by written notice if the other party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receipt of such notice, or an additional period of time as agreed to by the parties.
5. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall, at CONTRACTOR ’s sole cost, comply with all of the requirements of Municipal, State, and Federal authorities now in force, or which may hereafter be in force, pertaining to this Agreement, and shall faithfully observe in all activities relating to or growing out of this Agreement all Municipal ordinances and State and Federal statutes, rules or regulations, and permitting requirements now in force or which may hereafter be in force including, without limitation, obtaining a City of Bakersfield business tax certificate (Bakersfield Municipal Code Chapter 5.02) where required.
6. INDEPENDENT CONTRACTOR. This Agreement calls for CONTRACTOR’s performance of the Scope of Work as an independent contractor .
CONTRACTOR is not an agent or employee of the CITY for any purpose and Docusign Envelope ID: 446B6DD7-A407-4650-81C8-6EC059980153
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is not entitled to any of the benefits provided by CITY to its employees . This Agreement shall not be construed as forming a partnership or any other association with CONTRACTOR other than that of an independent contractor.
7. DIRECTION. CONTRACTOR retains the right to control or direct the manner in which the services described herein are performed.
8. EQUIPMENT. CONTRACTOR will supply all equipment, tools, materials and supplies necessary to perform the services under this Agreement.
9. RESERVED.
10. RESERVED.
11. INCLUDED DOCUMENTS. Any bid documents, including, without limitation, special provisions and standard specifications and any Request for Proposals, Request for Qualifications and responses thereto relating to this Agreement are incorporated by reference as though fully set forth herein.
12. LICENSES. CONTRACTOR shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits and approvals which are legally required for CONTRACTOR to practice its profession and perform the Scope of Work . If CONTRACTOR is a corporation, at least one officer or key employee shall hold the required licenses or professional degrees . If CONTRACTOR is a partnership, at least one partner shall hold the required licensees or professional degrees.
13. STANDARD OF PERFORMANCE/WARRANTIES. The Scope of Work shall be performed in conformity with all legal requirements and generally accepted industry standards for the software consulting industry in California. CONTRACTOR will use reasonable commercial efforts to complete the services in accordance with this Agreement. If the s ervices fail to comply with this warranty during the “Warranty Period,” which is the thirty (30) day period following completion of the services, CITY will promptly notify CONTRACTOR in writing specifying in reasonable detail any alleged non-conformities in the s ervices. Upon receipt of notice and a determination that the services did fail to comply with this warranty, CONTRACTOR will, as CITY’s sole and exclusive remedy, promptly re- perform any such services in accordance with this Agreement . THE
WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND
CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, Docusign Envelope ID: 446B6DD7-A407-4650-81C8-6EC059980153
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TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING OR COURSE OF PERFORMANCE. CONTRACTOR DOES NOT
WARRANT THAT THE PRODUCTS OR SERVICES WILL MEET CI TY’S
REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.
14. INTELLECTUAL PROPERTY. CONTRACTOR and its licensors own all IP Rights in the products. CITY and its authorized users have no right, title or interest in the products other than the license rights expressly granted herein. All rights not expressly granted in the products are reserved by CONTRACTOR or its licensors. CITY retains all right, title and interest in and to the CITY’s data. The CITY grants to CONTRACTOR all necessary licenses and rights in and to the CITY’s data as necessary for CONTRACTOR to provide services to the CITY.
The CITY is responsible for the CI TY’s data including without limitation the accuracy, quality, integrity, legality, reliability, appropriateness of the foregoing, and obtaining any intellectual property rights ownership or right to use the foregoing.
15. LICENSING / PERMITTED USE. CONTRACTOR products and services are purchased by CITY as subscriptions. CONTRACTOR hereby grants and CITY hereby accepts, solely for its internal use, a worldwide, revocable, non- exclusive, non- transferrable right to use CONTRACTOR products and services during the term of this Contract . CONTRACTOR reserves all right, title and interest in CONTRACTOR products and services, the documentation and resulting product including all related intellectual property rights. No implied licens es are granted to CI TY. CITY can only use products to share content that is created by or owned by CI TY and/or content for affiliated organizations, provided that use by CI TY for affiliated organizations is in support only, and not as a primary communication vehicle for such organizations that do not have their own license to the products. CONTRACTOR is not responsible for any content used, uploaded or migrated by CITY or any third party. CITY grants CONTRACTOR a limited, non-exclusive right during the Term to access and use the content to provide the products and services . Content does not include user feedback related to the products or services, which CONTRACTOR is free to use without any further permission or consideration to CI TY. In addition, Content does not include data generated by use of the products, including system data and data derived from Content in an aggregated and anonymized form, which may be used by CONTRACTOR for any and all business purposes including diagnostics and system and product improvements. CONTRACTOR name, logo, and the product names are trademarks of CONTRACTOR, and no right or license is granted to use them.
CITY assigns to CONTRACTOR any sugges tion, enhancement, request, recommendation, correction or other feedback provided by CI TY relating Docusign Envelope ID: 446B6DD7-A407-4650-81C8-6EC059980153
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to the use of CONTRACTOR products and services.
CITY shall not: (i) Misuse any CONTRACTOR resources or cause any disruption, including but not limited to, the display of adult content, advertisements, solicitations, or mass mailings to individuals who have not agreed to be contacted; (ii) Use any process, program, or tool for gaining unauthorized access to the systems, networks, or accounts of third parties; (iii) Use CONTRACTOR products and services in a manner in which system or network resources are unreasonably denied to third parties; (iv) Use the products and services as a door or signpost to another server; (v) Access or use any portion of CONTRACTOR products and services except as expressly allowed by this Contract; (vi) Disassemble, decompile, or otherwise reverse engineer all or any portion of CONTRACTOR products and services; (vii) Use products and services for any unlawful purposes; (viii) Export or allow access to CONTRACTOR products and services in violation of U.S. laws or regulations; (ix) subcontract, disclose, rent, or lease CONTRACTOR products and services, or any portion thereof, for third party use; or (x) Modify, adapt, or use CONTRACTOR products and services to develop any software application intended for resale which uses CONTRACTOR products and services in whole or in part.
16. SB 854 COMPLIANCE. To the extent Labor Code Section 1771.1 applies to this Agreement, a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, be subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5.
It is not a violation of Labor Code Section 1771.1 for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded . The prime contractor is required to post job site notices in compliance with Title 8 California Code of Regulations Section 16451 . This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
17. NO WAIVER OF DEFAULT. The failure of any party to enforce against another party any provision of this Agreement shall not constitute a waiver of that party's right to enforce such a provision at a later time and shall not serve to vary the terms of this Agreement.
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18. INSURANCE.
18.1 Types and Limits of Insurance. In addition to any other insurance or security required under this Agreement, CONTRACTOR must procure and maintain, for the duration of this Agreement, the types and limits of insurance below ("Basic Insurance Requirements").
18.1.1 Automobile liability insurance, providing coverage for non- owned, and hired autos on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, with limits of not less than $1,000,000 per occurrence.
18.1.2 Commercial general liability insurance, unless otherwise approved by CITY ’s Risk Manager, providing coverage on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal
injury, with limits of not less than $1,000,000 per occurrence.
The policy must:
18.1.2.1 Provide contractual liability coverage for the terms of this Agreement;
18.1.2.2 Provide products and completed operations
coverage;
18.1.2.3 Provide premises, operations, and mobile
equipment coverage; and
18.1.2.4 Contain an additional insured endorsement in
favor of CITY and its mayor, council, officers,
agents, employees, and designated volunteers.
18.1.3 Workers' compensation insurance with limits of not less than $1,000,000 per occurrence . In accordance with the
provisions of Labor Code Section 3700, every contractor will be required to secure the payment of compensation to his employees. Pursuant to Labor Code Section 1861,
CONTRACTOR must submit to CITY the following
certification before beginning any work on the
Improvements:
I am aware of the provisions of Section 3700 of the
Labor Code which require every employer to be
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insured against liability for worker’s compensation or
to undertake self -insurance in accordance with the
provisions of that code, and I will comply with such
provisions before commencing the performance of
the work of this contract.
By executing this Agreement, CONTRACTOR is submitting the certification required above.
The policy must contain a waiver of subrogation in favor of CITY and its mayor, council, officers, agents, employees, and designated volunteers.
18.2 General Provisions Applying to All Insurance Types.
18.2.1 All policies required of CONTRACTOR must be written on a first-dollar coverage basis, or contain a deductible
provision. CONTRACTOR may utilize a self -insured retention in any or all of the policies provided, but the policy or policies may not contain language, whether added by
endorsement or contained in the policy conditions, that prohibits satisfaction of any self -insured provision or requirement by anyone other than the named insured or by any means including other insurance or which is intended to defeat the intent or protection of an additional insured.
18.2.2 All policies required of CONTRACTOR must be primary insurance as to CITY and its mayor, council, officers, agents, employees, or designated volunteers and any insurance or self-insurance maintained by CITY and its mayor, council, officers, agents, employees, and designated volunteers
must be excess of CONTRACTOR’s insurance and must not
contribute with it.
18.2.3 The insurance required above, except for workers’ compensation insurance, must be placed with insurers with a Best’s rating as approved by CITY ’s Risk Manager, but in no event less than A- :VII. Any deductibles, self -insured retentions, or insurance in lesser amounts, or lack of certain types of insurance otherwise required by this Agreement, or insurance rated below Best’s A-:VII, must be declared prior to execution of this Agreement and approv ed by CITY in writing.
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18.2.4 The insurance required in this section must be maintained until the Scope of Work is satisfactorily completed as
evidenced by CITY’s written acceptance. All policies must provide that there will be continuing liability thereon, notwithstanding any recovery on any policy.
18.2.5 Full compensation for all premiums which the CONTRACTOR is required to pay to satisfy the Basic Insurance
Requirements shall be considered as included in the prices paid for the performance of the Scope of Work, and no
additional allowance will be made therefor or for additional premiums which may be required by extensions of the
policies of insurance.
18.2.6 It is further understood and agreed by CONTRACTOR that its liability to CITY will not in any way be limited to or affected by the amount of insurance obtained and carried by
CONTRACTOR in connection with this Agreement.
18.2.7 Unless otherwise approved by CITY, if any part of the Scope of Work is subcontracted, the Basic Insurance Requirements must be provided by, or on behalf of, all subcontractors even if CITY has approved lesser insurance requirements for CONTRACTOR, and all subcontractors must agree in writing to be bound by the provisions of this section.
19. RESERVED.
20. INDEMNITY.
A. CONTRACTOR shall indemnify, defend, and hold harmless CITY and CITY’s officers, agents and employees against any and all liability, claims, actions, causes of action or demands from any third party claims, before administrative or judicial tribunals of any kind whatsoever, arising out of, connected with, or caused by CONTRACTOR or CONTRACTOR’s employees, agents, independent contractors, companies, or subcontractors in the performance of, or in any way arising from, the terms and provisions of this Agreement whether or not caused in part by a party indemnified hereunder, except for CITY’s sole active negligence or willful misconduct.
B. CONTRACTOR will defend CI TY from and against all losses, liabilities, damages and expenses arising from any claim or suit by a third party unaffiliated with either party to this Agreement (“Claims”) and shall pay Docusign Envelope ID: 446B6DD7-A407-4650-81C8-6EC059980153
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all losses, damages, liabilities, settlements, judgments, awards, interest, civil penalties, and reasonable expenses (collectively, “Losses,” and including reasonable attorneys’ fees and court costs), to the extent arising out of any Claims that CONTRACTOR products and s ervices infringe a valid U.S. copyright or U.S. patent issued as of the date of this Agreement. In the event of such a Claim, if CONTRACTOR determines that this Agreement is likely affected, or if the solution is determined in a final, nonappealable judgment by a court of competent jurisdiction, to infringe a valid U.S. copyright or U.S. patent, CONTRACTOR will, in its discretion: (i) replace the affected CONTRACTOR products and services; (ii) modify the affected CONTRACTOR products and services to render it non- infringing; or (iii) terminate this Agreement with respect to the affected solution and refund to CI TY any prepaid fees for the then- remaining or unexpired portion of the Agreement term. Notwithstanding the foregoing, CONTRACTOR will have no obligation to indemnify, defend, or hold CI TY harmless from any Claim to the extent it is based upon: (i) a modification to any solution by CI TY (or by anyone under CITY’s direction or control or using logins or passwords assigned to CITY); (ii) a modification made by CONTRACTOR pursuant to CI TY’s required instructions or specifications or in reliance on materials or information provided by CI TY; or (iii) CITY’s use (or use by anyone under CI TY’s direction or control or using logins or passwords assigned to CITY) of any CONTRACTOR products and services other than in accordance with this Agreement. This Section sets forth CITY’s sole and exclusive remedy, and CONTRACTOR’s entire liability, for any Claim that CONTRACTOR products and services or any other materials provided by CONTRACTOR violate or infringe upon the rights of any third party.
With regard to any Claim subject to indemnification pursuant to this Section: (i) the party seeking indemnification shall promptly notify the indemnifying party upon becoming aware of the Claim; (ii) the indemnifying party shall promptly assume sole defense and control of such Claim upon becoming aware thereof; and (iii) the indemnified party shall reasonably cooperate with the indemnifying party regarding such Claim. Nevertheless, the indemnified party may reasonably participate in such defense, at its exp ense, with counsel of its choice, but shall not settle any such Claim without the indemnifying party’s prior written consent. The indemnifying party shall not settle or compromise any Claim in any manner that imposes any obligations upon the indemnified party without the prior written consent of the indemnified party.
21. LIMITATION OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT FOR CONTRACTOR’s INDEMNFICATION OBLIGATIONS Docusign Envelope ID: 446B6DD7-A407-4650-81C8-6EC059980153
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SET FORTH IN SECTION 2 0 B. (INTELLECTUAL PROPERTY INDEMNITY), IN NO EVENT WILL EITHER PARTY’S MAXIMUM AGGREGATE LIABILITY FOR ALL
CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT (WHETHER IN
CONTRACT OR TORT OR OTHERWISE) EXCEED FIVE HUNDRED THOUSAND DOLLARS ($500,000 USD). NEITHER PARTY WILL BE RESPONSIBLE FOR INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, SALES, OR GOODWILL, HOWEVER CAUSED . THIS SECTION WILL SURVIVE THE TERMINATION OF THIS AGREEMENT.
22. CONFIDENTIAL INFORMATION. It is expected that one party may disclose to the other party certain information which may be considered confidential or trade secret information (“Confidential Information”). Confidential Information shall include: (i) non- public information if it is clearly and conspicuously marked as “confidential” or with a similar designation at the time of disclosure; (ii) non- public information of a party if it is identified as confidential or proprietary before, during, or promptly after presentation and (iii) any information that should be reasonably understood to be confidential or proprietary to a party , given the nature of the information and the context in which disclosed.
Subject to freedom of information, government transparency, or similar applicable law, each party agrees to receive and hold any Confidential Information in strict confidence. Each party also agrees: (i) to protect and safeguard the Confidential Information against unauthorized use, publication or disclosure; (ii) not to reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential Information except as specifically authorized by the other party ; (iii) not to use any Confidential Infor mation for any purpose other than for performance under this Agreement; (iv) to restrict access to Confidential Information to those of its employees, agents, and contractors who have a need to know, who have been advised of the confidential nature thereof, and who are under express written obligations of confidentiality or under obligations of confidentiality imposed by law or rule; and (v) to exercise at least the same standard of care and security to protect the Confidential Information received by it as it protects its own confidential information. If a party is requested or required in a judicial, administrative, or governmental proceeding to disclose any Confidential Information, it will notify the other party as promptly as practicable so that such party may seek a protective order or waiver for that instance.
Confidential Information shall not include information which: (i) is or becomes public knowledge through no fault of either party ; (ii) was in a party’s possession before receipt from the other party ; (iii) is rightfully received by a party from a third party without any duty of confidentiality; (iv) is independently developed by a party without use or reference to the Docusign Envelope ID: 446B6DD7-A407-4650-81C8-6EC059980153
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other party’s Confidential Information; or (v) is disclosed with the prior written consent of the Parties.
Each party shall return or destroy the Confidential Information upon written request by the other party; provided, however, that each party may retain one copy of the Confidential Information in order to comply with applicable law. CI TY understands and agrees that it may not always be possible to completely remove or delete all Confidential Information from CONTRACTOR’s databases without some residual data.
Disclosing party may be irreparably damaged if the obligations under this section are not enforced and as such may not have an adequate remedy in the event of a breach by Receiving party of its obligations hereunder.
The parties agree, therefore, that Disclosing party is entitled to seek, in addition to other available remedies, an injunction restraining any actual, threatened or further breaches of the Receiving party ’s obligations under this section or any other appropriate equitable order or decree.
23. ASSIGNMENT. Neither this Agreement nor any rights, interests, duties, liabilities, obligations or responsibilities arising out of, concerning or related in any way to this Agreement (including, but not limited to, accounts, actions, causes of action, claims, damages, demands, liabilities, losses, obligations, or reckonings of any kind or nature whatsoever, for compensatory or exemplary and punitive damages, or declaratory, equitable or injunctive relief, whether based on contract, equity, tort or other theories of recovery provided for by the common or statutory law) may be assigned or transferred by any party without the written consent of the other party (such consent not to be unreasonably
withheld). Notwithstanding the foregoing, CONTRACTOR may assign its rights under this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities.
24. ACCOUNTING RECORDS. CONTRACTOR shall maintain accurate accounting records and other written documentation pertaining to all costs incurred in performance of this Agreement . Such records and documentation shall be kept at CONTRACTOR's office during the term of this Agreement, and for a period of three years from the date of the final payment hereunder, and made available to CITY representatives upon request at any time during regular business hours.
25. BINDING EFFECT. The rights and obligations of this Agreement shall inure to the benefit of, and be binding upon, the parties to the Agreement and their heirs, administrators, executors, personal representatives, successors and Docusign Envelope ID: 446B6DD7-A407-4650-81C8-6EC059980153
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assigns.
26. CORPORATE AUTHORITY. Each individual signing this Agreement on behalf of entities represent s and warrant s that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement.
27. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be considered as an original and be effective as such.
28. EXECUTION. This Agreement is effective upon execution. It is the product of negotiation and all parties are equally responsible for authorship of this Agreement. Section 1654 of the California Civil Code shall not apply to the interpretation of this Agreement.
29. EXHIBITS. In the event of a conflict between the terms, conditions or specifications set forth in this Agreement and those in exhibits attached hereto, the terms, conditions, or specifications set forth in this Agreement shall prevail. All exhibits to which reference is made in this Agreement are deemed incorporated in this Agreement, whether or not actually attached.
30. FURTHER ASSURANCES. Each party shall execute and deliver such papers, documents, and instruments, and perform such acts as are necessary or appropriate, to implement the terms of this Agreement and the intent of the parties to this Agreement.
31. GOVERNING LAW. The laws of the State of California will govern the validity of this Agreement and its interpretation and performance. Any litigation arising in any way from this Agreement shall be brought in Kern County, California.
32. INTERPRETATION. Whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural.
33. MERGER AND MODIFICATION. This Agreement sets forth the entire agreement between the parties and supersedes all other oral or written representations. This Agreement may be modified only in a writing approved by the City Council and signed by all the parties.
34. NON-INTEREST. No CITY officer or employee shall hold any interest in this Agreement (California Government Code section 1090).
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35. NOTICES. All notices relative to this Agreement shall be given in writing and shall be personally served or sent by certified or registered mail and be effective upon actual personal service or depositing in the United States mail. The parties shall be addressed as follows, or at any other address designated by notice:
CITY: CITY OF BAKERSFIELD
CITY HALL
1600 Truxtun Avenue
Bakersfield, California 93301
CONTRACTOR: GRANICUS, LLC
1152 15
TH Street NW, Suite 800
Washington, DC 20005
36. RESOURCE ALLOCATION. All CITY obligations under the terms of this Agreement are subject to the appropriation and allocation of resources by the City Council.
37. TITLE TO DOCUMENTS. All documents, plans, and drawings, maps, photographs, and other papers, or copies thereof prepared by CONTRACTOR pursuant to the terms of this Agreement, shall, upon preparation, become CITY property.
38. TAX NUMBERS.
CONTRACTOR’s Federal Tax ID Number 41-1941088
CONTRACTOR is a corporation? Yes No X (Please check one.)
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.
"CITY" “ CONTRACTOR”
CITY OF BAKERSFIELD GRANICUS, LLC
By:________________________________ By:_________________________________
KAREN GOH
Mayor Print Name:
Title:
[Signatures on Following Page]
APPROVED AS TO CONTENT:
TECHNOLOGY SERVICES DEPARTMENT
By:_______________________________
GREGORY PRONOVOST
Technology Services Director
APPROVED AS TO FORM:
VIRGINIA GENNARO
City Attorney
By:___________________________
ASHLEY E. ZAMBRANO
Deputy City Attorney
Insurance:____________
Greg Eck
Senior Manager
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COUNTERSIGNED:
By:_______________________________
RANDY MCKEEGAN
Finance Director
Attachment: Exhibit A - Proposal
Docusign Envelope ID: 446B6DD7-A407-4650-81C8-6EC059980153 THIS IS NOT AN INVOICE Order Form
Prepared for
Bakersfield, CA
Order #: Q-340354
Prepared: 17 Oct 2024
Granicus Proposal for Bakersfield, CA
ORDER DETAILS
Prepared By: Korgbae Freeman
Phone:
Email: [email protected]
Order #: Q-340354
Prepared On: 17 Oct 2024
Expires On: 24 Mar 2025
Currency: USD
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.)
Period of Performance: 25 Mar 2025 - 24 Mar 2026
ORDER TERMS
Current Subscription
End Date:
Initial Order Term End
Date:
24 Mar 2025
24 Mar 2028
Exhibit A
Docusign Envelope ID: 446B6DD7-A407-4650-81C8-6EC059980153 Order Form
Bakersfield, CA
Order #: Q-340354
Prepared: 17 Oct 2024
PRICING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal.
Renewing Subscription Fees
Solution Billing
Frequency Quantity/Unit Annual Fee
CS Platform - Enterprise Plus: Subscription Annual 1 Each $49,278.50 Messaging: Subscription Annual 1 Each $4,248.01
SUBTOTAL: $53,526.51
Docusign Envelope ID: 446B6DD7-A407-4650-81C8-6EC059980153 Order Form
Bakersfield, CA
Order #: Q-340354
Prepared: 17 Oct 2024
FUTURE YEAR PRICING
Period of Performance
Solution(s)
25 Mar 2026 - 24 Mar 2027 25 Mar 2027 - 24 Mar 2028
CS Platform - Enterprise Plus: Subscription $52,728.00 $56,418.95 Messaging: Subscription $4,545.37 $4,863.55
SUBTOTAL: $57,273.37 $61,282.50
Docusign Envelope ID: 446B6DD7-A407-4650-81C8-6EC059980153 Order Form
Bakersfield, CA
Order #: Q-340354
Prepared: 17 Oct 2024
PRODUCT DESCRIPTIONS
Solution Description
CS Platform - Enterprise Plus:
Subscription
OneView Enterprise Plus Level Subscription, includes the OneView console and connection to OneView for Dynamics. Enterprise Plus includes the Serv ice Request and Knowledge Base Modules, and two integrations into third party Service Request Management Systems.
Messaging: Subscription Ongoing annual maintenance for Messaging Docusign Envelope ID: 446B6DD7-A407-4650-81C8-6EC059980153 Order Form
Bakersfield, CA
Order #: Q-340354
Prepared: 17 Oct 2024
TERMS & CONDITIONS
• This quote, and all products and services delivered hereunder are governed by the terms located at https://granicus.com/legal/licensing, including any product-specific terms included therein (the “License Agreement”). If your organization and Granicus has entered into a separate agreement or is utilizing a contract vehicle for this transaction, the terms of the License Agreement are incorporated into such separate agreement or contract vehicle by reference, with any directly conflicting terms and conditions being resolved in favor of the separate agreement or contract vehicle to the extent applicable. • If submitting a Purchase Order, please include the following language: The pricing, terms and conditions of quote Q-340354 dated 17 Oct 2024 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order. • This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of Bakersfield, CA to provide applicable exemption certificate(s). • Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription.
Docusign Envelope ID: 446B6DD7-A407-4650-81C8-6EC059980153 Order Form
Bakersfield, CA
Order #: Q-340354
Prepared: 17 Oct 2024
BILLING INFORMATION
Billing Contact: Purchase Order
Required?
[ ] - No
[ ] - Yes
Billing Address: PO Number:
If PO required
Billing Email: Billing Phone:
If submitting a Purchase Order, please include the following language:
The pricing, terms, and conditions of quote Q-340354 dated 17 Oct 2024 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order.
AGREEMENT AND ACCEPTANCE
By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and terms.
Bakersfield, CA
Signature:
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Name:
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Title:
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Date:
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Docusign Envelope ID: 446B6DD7-A407-4650-81C8-6EC059980153