408 St. Peter St, Suite 600
St. Paul, MN 55102
Amendment
Prepared for
Cupertino, CA
Order #: Q-254169
Prepared: 15 Jun 2023
Cupertino, CA Granicus
Third Amendment to the Granicus Service Agreement between Granicus, LLC and Cupertino, CA
This Third Amendment to the Gr anicus, LLC Service Agreement is effective on the date this document is signed and entered into by and between Granicus, LLC, a Minnesota Limited Liability Co mpany d/b/a Granicus (hereinafter referred to as "Granicus"), and Cupertino, CA (hereinafter referred to as "Client"), with reference to the following:
WHEREAS, the Client and Granicus ente red into an Agreement effective 06 Jul 2021 (the "Agreement"); and WHEREAS, in addition to Client's existing solution, Clie nt wishes to add certain products and services as detailed in Q- 254169, which is attached as Exhibit A and incorporated herein by reference; and NOW, THEREFORE, in consideration of the premises, the parties intend that the Agreement be amended as follows:
1. Compensation shall be amended to include the fees detailed in Exhibit A. Exhibit A is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of the Client to provide applicable exemption certificate(s).
2. Except as amended by this Third Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.
3. In the event of any inconsistency between the provisions of this Third Amendment and the documents comprising the Agreement, the provisions of this Third Amendment shall prevail.
IN WITNESS WHEREOF, the parties have caused this Third Amen dment to be executed by their duly authorized representatives.
Agreement and Acceptance
By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and terms.
Signature: Signature:
Name:
Name:
Title: T itle:
Date: Date:
Signature:
_____________________________________________
City Attorney
Signature:
_____________________________________________
City Clerk
Date: _____________________________________________
Kimberly Rosenberger
Contracts Manager
Jul 21, 2023
Christopher D. Jensen
Pamela Wu
City Manager
Jul 21, 2023
Jul 24, 2023
ATTACHMENT C
408 St. Peter St, Suite 600
St. Paul, MN 55102
THIS IS NOT AN INVOICE Exhibit A
Prepared for
Cupertino, CA
Order #: Q-254169
Prepared: 15 Jun 2023
Exhibit A
ORDER DETAILS
Prepared By:
Phone:
Email:
Order #:
Prepared On:
Expires On:
ORDER TERMS
Currency:
Payment Terms:
Period of Performance:
Antonio Magadan
[email protected]
Q-254169
15 Jun 2023
15 Jul 2023
USD
Net 30 (Payments for subscriptions are due at the beginning of the period of performance.)
07/06/2023 - 07/05/2026
The subscription includes the following domain(s) and subdomain(s):
cupertino.org
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Exhibit B: Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit, with City included as additional insured.
1. MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES
Additional Insureds:
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be included as additional insureds on Consultant’s Commercial General Liability and Cyber Liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used).
Primary Coverage:
With the exception of Cyber Liability, Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self- insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Software Provider’s insurance and shall not contribute to it.
Notice of Cancellation:
Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City upon receipt from insurer.
Workers' Compensation:
As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease.
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Software Provider, its employees, agents, and subconsultants.
General Liability:
For bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01, or an equivalent form). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit.
a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and max imum limits of coverage of any insurance policy, whichever is greater.
b. Additional Insured coverage under Software Provider’s policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self -insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13).
Contract No.
c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Agreement. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self -insurance shall be called upon to protect City as a named insured.
Automobile Liability
ISO CA 00 01 or an equivalent form, covering any auto (including owned, hired, and non-owned autos, where applicable) with limits no less than $1,000,000 per accident for bodily injury and property damage.
Cyber Liability:
Insurance, with limits not less than:
$2,000,000 each claim
$2,000,000 aggregate - all other
Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Software Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.
If the Software Provider maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Software Provider . Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
2. ABSENCE OF INSURANCE COVERAGE.
City may direct Software Provider to immediately cease all activities with resp ect to this Agreement if it determines that Software Provider fails to carry, in full force and effect, all insurance policies with coverages at or above the limits specified in this Agreement. At the City’s discretion, under conditions of lapse, City may purchase appropriate insurance and charge all costs related to such policy to Software Provider.
3. PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION.
A Certificate of Insurance, on an Accord form, and completed coverage verification shall be provided to City by each of Software Provider's insurance companies as evidence of the stipulated coverages prior to the Commencement Date of this Agreement, and annually thereafter for the term of this Agreement. All of the insurance companies providing insurance for Software Provider shall be licensed to do insurance business in the State of California and shall have, and provide evidence of, a Best Rating Service rate of A:-VII or above.
4. S UB CO NT RACT ORS
Software Provider shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including the City as an additional insured on subconsultant’s insurance policies.
5. HIGHER INSURANCE LIMITS
If Software Provider maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Software Provider .
6. ADEQUACY OF COVERAGE
City reserves the right to modify t hese insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice.
Third Amendment to Granicus MSA
Final Audit Report 2023-07-24
Created: 2023-07-20
By: Marilyn Pavlov ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAJgLb0AdvlM1ibNL2Auy1C7XB2fKTtxmo "Third Amendment to Granicus MSA" History
Document created by Marilyn Pavlov ([email protected]) 2023-07-20 - 7:57:49 PM GMT- IP address: 69.181.168.76
Document approved by Marilyn Pavlov ([email protected]) Approval Date: 2023-07-20 - 8:19:38 PM GMT - Time Source: server- IP address: 69.181.168.76 Document emailed to Araceli Alejandre ([email protected]) for approval 2023-07-20 - 8:19:44 PM GMT
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Document e-signed by Pamela Wu ([email protected])
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2023-07-24 - 4:26:20 PM GMT