DocuSignEnvelopelD:29608924-E988-4F23-A9BB-C1 7F2E4FE
DocuSign Envelope lD: 63288DAS-7ACF-4683-gSSO-12tu5A34C566 THIS AGREEMENT is made and entered into effective tne;4doay of Septem ber,2021, byand betvveen the CITY OF FRESNO, a California municipatcorporation lCmi), and GRANICUS, LLd,a Minnesota Limited Liability Company (SERVICE pROV|DER).
RECITALS
WHEREAS, CITY desires to obtain agenda management and video streaming services forDigital Government (Project); and WHEREAS' SERVICE PROVIDER is engaged in the business of furnishing such services as adigital government solutions provider and hereby represents that it desires to and is professionaff' analegally capable of performing the services called for by this Agreement; and WHEREAS, SERVICE PROV|DER.acknowledges that this Agreement is subject to therequirements of Fresno Municipal Code Section 4-107; ahd WHEREAS, this Agreement will be administered for CITY by its Chief lnformation Officer(Administrator) or designee,
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and of the covenants, conditions, andpremises hereinafter contained to be kept and performed by the respective parties, it ii mutually "gre"das follows:
. 1'. 9Sgry€IS@' SERVICE PROVIDER shallperform to the satisfaction of CtTytheservices described in Exhibit A, including all work incidental to, or necessary to perform, such seryiceseven though not specifically described in Exhibit A.
SERVICE AGREEMENT
CITY OF FRESNO, CALIFORNIA
2. This Agreement shall be etfective fromOctober 1,2021 ("Effective Date") and shall continue in I force and effect through October 31 ,2024,subjeci to any earlier termination in accordance with this Agreement. The services of SERVICEPROVIDER as described in ExhibitA are to commence upon the Effective Date and shail be completedin a sequence assuring expeditious completion, but in any event, all such services shall be completedprior to expiration of this Agreement and in accorda nce with any performance schedule set forth inExhibitA. 3 Comoensation.
(a) SERVICE PROVIDER€ sole compensation for satisfactory performance of allseruices required or rendered pursuant to this Agreement shall be a total tee ot'$igZ,0gg,00 in yeaione, $115,664.86 in yeartwo, and $123,761 .4l iiyearthree, paid on the basis of ihe rates setforth inthe schedule of fees and expenses contained in Exhibit A. Such fee includes all expenses incurred bySERVICE PROVIDER in performance of the services, (b) Detailed statements shall be rendered annually and willbe payable in the normalcourse of CITY business' CITY shall not be obligated to reimburse any expensb tb1. which it has notreceived a detailed invoice with applicable copies of representative and ideniitiabte receipts or recordssubstantiating such expense. -1-
DocuSign Envelope lD: 2960B924-E98B-4F23-A9BB-C1' 7F2E4FE DocuSign Envelope lD: 63288DA5-7ACF-4683-855D-12ED5A34C566 (c) The parties may modify this Agreement to increase or decrease the scope ofservices or provide for the rendition of services not required by this Agreement, which modification'snali include an adjustment to SERVICE PROVIDER'S compensaiion. Any change in the scope of servicesmust bemade by written amendment to the Agreement signed by an authorizled represeniative for eachparty. SERVICE PROVIDER shall not be entitled to any ad-ditional compensation if services areperformed prior to a signed written amendment
4. Termination, Remedies and Force Majeurs.
(a) This Agreement shall terminate without any liabitity of CtTy to SERVTCE PROVIDER upon the earlier of : (i) SERVICE PROVIDER'S filing for prolection under the federalbankruplcy laws, or_any bankruptcy petition or petition for receiver commenced by a thirdpartt i;i;;iSERVICE PROVIDER; (ii) at least 30 calendar days prior written nolice w1h or witnout causaOyigltVto SERVICE PROVIDEI| (iir) CITY'S non-appropriation of funds sufficient to meet its obtijationshereunder during any CITY fiscal year of this Agreement, or insufficient funding for the p.i"ctl oi(iv) expiration of this Agreernent. (b) lmmediately upon any termination or expiration of this Agreement, SERVICEPROVIDER shall (i) immediately stop all work hereunder; (ii) immediately cauje any and all of itssubcontractors to c9ry_e_qo1k; and (iii) return to CITY any ina ail properties and rnaterials in thepossession of SERVICE PROVIDER that are owned by CITY. Subjeci toihe terms of this ngreement,SERVICE PROVIDER shall be paid compensation for services s-atisfactorily performed prlor to theeffective date of termination. ln no event shall CITY be entitled to a refund 6t'any prepaid tees upontermination. SERVICE PROVIDER shall not be paid for any work or servicei iLrfdrmeO or r6st,incurred which reasonably could have been avoided. (c) upon any breach of this Agreement by sERVtcE pRovlDER, ctTy may(i) exercise any right, remedy (in contract, law orequity), or privilige which may be available to it underapplicable laws of the State of California or any otheiapplicable law; (ii) proceed by appropriate courtaction to enforce the terms of the Agreement; and/or (iii) recover ali birect, inair6ct, i:o,isequentiat, economic and incidental damages for the breach of the Agreement. lf it is determined th;t Cffyimproperly terminated this Agreement for default, such termination shall be deemed a termination forconvenience. (d) SERVICE PROVIDER shall provide CITY with adequate written assurances offuture performance, upon Administrator's written request, in the event seRvtcg pRovlDER fails tocomply with any terms or conditions of this Agreement. (e) SERVIGE PROVIDER shall not be liable for default if nonperformance is causedby an occurrence beyond the reasonable control of sERVlcE PRoVIDER and without its fault ornegligence such as, acts of God or the public enemy, acts of CITY in its contractual capacity, firei,floods, ep_idemics, quarantine restrictions, slrikgs, unusually severe weather, and delays of c6mmoricarriers' SERVICE PROVIDER shall notify Administrator in writing as soon as it is reasohably possible after the commencement .of any excusible delay, s"ttlnj tort-n the full particulars in connectiontherewith, and shall remedy such occurrence with all reasonable dispatch, and shall prompfly give written notice to Administrator of the cessation of such occurrence,
5. Confidential lnformation and Ownership of Documentq. (a) Any reports, information, or other data prepared or assembled by SERVICEPROVIDER pursuant to this Agreement shall not be made availablato any individuaior orginization bySERVICE PROVIDER witho_tthe prior written approval of the Administiator. During the term of thilAgreement, and thereafter, SERVICE PROVIDER shall not, without the prior written-consent of ClTy, -2-
,- .iF,DocuSign Envelope lD: 29608924-E988-4F23-AgBB-C1 E4FE Docusign Envelope lD: 63288DA5-7ACF-4683-855D-12ED5A34C566 disclose to anyone any Confidential lnformation. The term Confidential lnformation for the purposes of this Agreement shall include all proprietary and confidential information of CITY, including but not limited to business plans, marketing plans, financial information, materials, compilations, documents, instruments, models, source or object codes and other information disclosed or submitted, orally, in writing, or by any other medium or media. All Confidential lnformation shall be and remain confidential and proprietary in CITY.
(b) Any and all writings and documents prepared or provided by SERVICE PROVIDER pursuant to this Agreement are the property of CITY at the time of preparation and shall be turned over to CITY upon expiration or termination of the Agreement. SERVICE PROVIDER shall not permit the reproduction or use thereof by any other person except as otherwise expressly provided herein.
(c) lf SERVICE PROVIDER should subcontract all or any portion of the services to be performed under this Agreement, SERVIGE PROVIDER shall cause each subcontractor to also comply with the requirements of this Section 5.
(d) This Section 5 shall suruive expiration or termination of this Agreement.
6. Level of Skill. lt is further mutually understood and agreed by and between the parties hereto that inasmuch as SERVICE PROVIDER represents to CITY that SERVICE PROVIDER and its subcontractors, if any, are skilled in the profession and shall perform in accordance wilh the standards of said industry necessary to perform the services agreed to be done by it under this Agreement, ClTy relies upon the skill of SERVICE PROVIDER and its subcontractors, if any, to do and perform such services in a skillful manner and SERVICE PROVIDER agrees to thus perform the services and require the same of any subcontractors. Therefore, any acceptance of such services by CITY shall not operate as a release of SERVICE PROVIDER or any subcontractors from said industry and professional standards.
! l.nd_emlification and limitation of Liabilitv, To the furthest extent allowed by law, SERVICE PROVIDER shall indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents, and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage), and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees and litigation expenses) that arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of SERVICE PROVIDER, its principals, officers, employees, agents, or volunteers in the performance of this Agreement. lf SERVICE PROVIDER should subcontract all or any portion of the services to be performed under this Agreement, SERVICE PROVIDER shall require each subcontractor to indemnify, hold harmless and defend CITY and each of its ofiicers, officials, employees, agents, and volunteers in accordance with the terms of the preceding paragraph.
UNDER NO CIRCUMSTANCES SHALL SERVICE PROVIDER BE LIABLE FOR ANY
SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER AN
ACTION IS IN CONTMCT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILIry OF SUCH DAMAGES. FURTHER, SERVICE PROVIDER SHALL NOT BE LIABLE FOR: (A) ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY oR OORRUPTION OF CITY DATA; (B) CosT OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) LOSS oF BUSINESS; (D) DAMAGES
ARISING OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, OR RELATED TECHNICAL SUPPORT; OR (E) FOR ANY MATTER BEYOND SERVTCE -3-
DocuSign Envelope lD: 2960B924-E988-4F23-A9BB-C'.''lr2EqFE Docusign Envelope lD: 63288DAS-7ACF-4683-855D-1 2ED5A34C566 PROVIDER'S REASONABLE CONTROL, EVEN IF SERVICE PROVIDER HAS BEEN ADVISED OFTHE POSSIBILITY OF ANY OF THE FOREGOING LOSSES OR DAMAGES.
IN NO INSTANCE SHALL EITHER PARTY'S LIABILIW TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR OTHERWISEIEXCEED THE FEES PAID 8Y Clw FOR THE SERVICE PROVTDER PRODUCTS AND senVicidDURING THE TWELVF (2) MONTHS IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT DAMAGES.
SERVICE PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY LOST PROFITS OR OTHERDAMAGES, INCLUDING INDIRECT, INCIDENTAL SPECIAL, CONSEQUENTIAL, OR ANY OTHERDAMAGES, HOWEVER CAUSED. NEITHER PARTY MAY INSTITUTE AN ACTION IN ANY FORMARISING OUT OF NOR lN CONNECTION WTH TH|S AGREEMENT MORE THAN TWO (2) Venn6 AFTER THE CAUSE OF ACTION HAS ARISEN. THE ABOVE LIMITANONS WLL NOT LIMIT CITY'SPAYMENT OBLIGATIONS HEREI N.
L lnsurance.
(a) Throughout the life of this Agreement, SERVICE PROVIDER shalt pay for andrnaintain in fullforce and effect all insurance as required in Exhibit B, which is incorporat'edinto andpart of this Agreement, with an insurance company(ies) either (i) admitted by the California lnsurance Gommissioner to do business in the State of California and raied no less ihan 'A-Vll,, in the Best'slnsurance Rating Guide, or (ii) as may be.authoriz.ed in writing by CIW'S Risk Manager or designee atany time and in his/her sole discretion. The required policieJ of insurance as stated-in Exhibit-B shallmaintain limits of liability of not less than those amounts stated therein. However, the insurance limitsavailable to CITY, its officers, officials, em.ployees, agents and volunteers as addiiional insureds, shallbe lhe greater of the minimum limits specified therein or the full limit of any insurance proceeds to thenamed insured. (b) lf at any time during the life of the Agreement or any extension, SERVICE PROVIDER or any of its subcontractors fail to. maintain any required insurance In full force anO etfe4,all services and work q9q tlif Agreement shall be discontinued immediatety, and att payments Oue orthat become due to SERVICE PROVIDER shall be withheld until notice is received Oy CifV that therequired insurance has been restored to fullforce and effect and that the premiums thereiore have beenpaid for a period satisfactory to GITY. Any failure to maintain the required insurance shall be sufficient cause for CITY to terminate $is Agrgement. No action taken by CITY pursuant to this section shall in any way relieve SERVICE PROVIDER of its responsibilities under this Agreement. The phrase ,,fail tomaintain any required insurance" shall include, without limitation, notificalion received by ClTy that aninsurer has commenced proceedings, or has had proceedings commenced against it, inOicating in;ithe insurer is insolvent. (c) The factthat insurance is obtained by SERVICE PROVTDER shall not be deemed to release or diminish the liability of SERVICE PROVIDER, including, without limitation, liability undeithe indernnity provisions of this Agreement. The duty to indemnify CtW stratt apply to all claims and liability regardless of whether any insurance policies are applicabie. ffre policy'limits do not act as a limitation upon the amount of indemnificatio_n to be provided by SERVICE pRbVDER nppiovaioi n!1c!19_olary insurance contracts or policies shall in no way ielieve from liabitity nor limit ifte fiaOilii'of SERVICE PROVID_ER, its principals, officers, agents, employees, or persons under the supervision of SERVICE PROVIDER, vendors, suppliers, invitees, consultants, sub-consultants, suUcontrictors, oianyone employed directly or indirectty by any of them. (d) Upon request of CITY, SERVICE PROVIDER shall immediatety furnish CtTywitha complete copy of a.ny insurance policy required under this Agreement, including all endorsements.
This requirernent shall survive expiration or.termination of this Agreement. -4-
DocuSignEnvelopelD:29608924-E988-4F23-A9BB-C/ 7F2E4FE
DocuSign Envelope lD: 63288DAS-7ACF-4683-855D-l 2ED5A34C566 - (e) lf SERVICE PROVIDER should subcontract all or any portion of the services tobe performed under this Agreement, SERVICE PROVIDER shall require each subcontractor/sub- consultant to provide insurance protection, as an additional insured, to the clTy and each of its officers, officials, employees, agents and volunteers in accordance with the terms of this section, "*."pt tnriany required certificates and applicable endorsements shall be on file with sERVlcE pRovlDER anoclTY prior to the commencement of any services by the subcontractor. sERVlcE pRovlDEn-."u .nJ/subcontractor/sub-consultant shall establish additional insured status for ClTy, its officers, "ttiiiiiiemployees, agents and volunt^eers by using lnsurance service office (tso) Form cG 20 rri ri cs oiboth CG 2010 1001 and CG 20 37 1001 or by an executed manuscript company endorsementproviding additional insured status as broad as that contained in tSO Form Ce 20 10 1i gg,
9. Conflict of lnterest and Non-Solicitation.
(a) Prior to CITY'S execution of this Agreement, SERVTCE pROVIDER shallcomplete a City of Fresno conflict of interest disclosure statement in the form as set forth in exhibit G.
During the term of !!ti9 Agreement, sERVlcE PRoVIDER shail have the obligation and outv ioimmediately notify CITY in writing of any change to the information provided by SE"RVICE PROVIDEiin such statement. (b) SERVICE PROVIDER shall comply, and require its subcontractors to comply,with_all applicable (i) professional canons and requirements governing avoidance of impermissible clieniconflicls; and (ii) federal, state and local conflict of interest laws ind regulations including, witfrouilimitation, California Government Code Section 1090 et. seq,, the Caliiornia political Riiorm Act(California Government Gode Section 87100 et. seq.) and the regulations of the Fair political practices commission concerning disclosure and disqualification (2 califoriia code of Regulations section 1g7ooet. seq.). At any time, upon written request of clTY, sERVlcE PRovtDER-shall provioe a writtengEnion 9! its legal counsel and that of any subconkactor that, after a due diligent inquiry, SERVTCEPROVIDER and the respective subcontractor(s) are in full compliance with alilaws and'iegulations SERVICE PROVIDER shalltake, and require its subcontractors io take, reasonable steps to ivoiO anyappearance of a conflict qfjtggtt Upon discovery of any facts giving rise to the appearance of iconflict of interest, SERVICE PROVIDER shall immediately notify Cify dt these facts in w1ting, (c) ln performing the work or services to be provided hereunder, SERVICEPROVIDER shall not employ or retain the services.of 3ny person while such person either is emptoyeC by CITY or is a memberof any CITY council, c_ommission, toard, committee, or similar Crrv OoOy. fniJrequirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (d) SERVICE PROVIDER represents and warrants that it has not paid or agreed topay any compensation, contingent or otherwise, direct or indirect, to solicit or procure this Agieementor any rights/benefits hereunder. (e) SERVICE PROVIDER and any of its subcontractors shallhave no interest, director indirect, in any other contract with a third party in connection with this Project unless such interest isin accordance with all applicable law and fully disclosed to and approved by the City nlanager, in advance and in writing. Notwithstanding any approval given by the City Manager underihis proiision, SERVICE PROVIDER shallremain responsible for complying with Seciion 9(af, above. (0 lf SERVICE PROVIDER should subcontract all or any portion of the work to beperformed or services to be provided under this Agreement, SERVICE piOVlOgR shall include theprovisions of this Section g in each subcontract and require its subcontractors to comply therewith, (g) This Section 9 shall survive expiration or termination of this Agreement. -5-
7F2E4FEDocuSign Envelope lD: 29608924-E988-4F23-AgBB-C4 DocuSign Envelope lD: 6328BDA5-7ACF-4683-855D-12ED5A34C566 1-0. Rgcvclins trpora.m. ln the event SERVICE PROVIDER maintains an office or operates afacility(ies), or is required herein to maintain or operate same, within the incorporated timits of ihe City of Fresno, SERVICE PROVIDER at its sole cost and expense shall:
(i) lmmediately establish and maintain a viable and ongoing recycling program, approved by CITY'S Solid Waste Management Division, for each office and facitity. Literature describing CITY recycling programs is available from CITY'S Sotid Waste lilanagement Division and by calling City of Fresno Recycling Hotline at (559) 621-1111. (ii) lmmediately contact CIW'S Solid Waste Management Division at (55g) 621-1452 and schedule a free waste audit, and cooperate with such Division in their conduct of the audit for each office and facility.
(iii) Cooperate with and demonstrate to the satisfaction of CITY'S Solid Waste Management Division the establishment of the recycling program in paragraph (i) above and tne ongoing maintenance thereof.
11, GeneralTerms,
(a) Except as othenrise provided by law, all notices expressly required of ClTy within the body of this Agreement, and not othenrise specifically provided for, shall bl effective only if signed by the Administrator or designee.
(b) Records of SERVICE PROVIDER'S expenses pertaining to the Project shall be kept on a generally recognized accounting basis and shall be availabte to bfy or its authorized repre-senlatives upon written request during regular business hours throughout the life of this Agreement and for a period of three years after final payment or, if longer, for any period required Oi taw. ln addition, all books, documents, papers, and records of SERVICE PROVIDER pertaining to the project shall be available for the purpose of making audits, examinations, excerpts, and transcliptions torihe same period of time. CITY must have a reasonable business purpose for any requests made pursuant to this Section. lf any litigation, claim, negotiations, audit or other action is commenced before the expiration of said time period, all records shall be retained and made available to CITY until such action is resolved, or until the end of said time period whichever shall later occur. lf SERVICE PROVIDER should subcontract all or any portion of the services to be performed under this Agreement, SERVICE PROVIDER shall cause each subcontractor to also comply with the requirements of this paragraph. (c) Prior to execution of this Agreement by CITY, SERVICE PROVTDER shall haveprovided evidence to CITY that SERVICE PROVIDER is licensed to perform the services called for by this Agreement (or that no license is required). lf SERVICE PROVIDER shoutd subcontract all or anyportion of the work or services to be performed under this Agreement, SERVICE PROVIDER sfrail require each subcontractor to provide evidence to GITY that subcontractor is licensed to perform the services called for by this Agreement (or that no license is required) before beginning work.
12. __Nondisgriminalion. To the extent required by controlling federal, state and local law, SERVICE PROVIDER shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, religious creed, color, nationai origin, ancestry, physical disability, mentaldisability, medicalcondition, marital status, sex, age, sexual orientation, elhnicity, status as a disabled veteran or veteran of the Vietnam era. Subj6ci to the foregoing and during the performance of this Agreement, SERVICE PROVIDER agrees as iollows:
(a) SERVICE PROVIDER will comply with all applicable laws and regulations providing that no person shall, on the grounds of race, religious creed, color, national origin, incestry, -6-
DocuSign Envelope lD: 29608924-E988-4F23-A9BB-Ci \VF2E4FE Docusign Envelope lD: 63288DAs-7ACF-4683-855D-12ED5A34C566 physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be excluded from participation in, be denied the benefits of or be subject to discrimination under any program or activity made possible by or resulting from this Agreement.
(b) SERVICE PROVIDER will not discriminate against any employee or applicant for employment because of race, religious creed, color, nationalorigin, ancestry, physicaldisabiiiiy, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a-disabled veteran or veteran of the Vietnam era. SERVICE PROVIDER shall ensure that applicants are employed, and the employees are treated during employment, without regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Such requirement shallapply to SERVICE PROVIDER'S employment practices including, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or terminltioq rates of pay or other forms of compensation; and selection for training, including apprenticeship. SERVICE PROVIDER agrees to post in conspicuous places, available t-o employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause.
(c) SERVICE PROVIDER will, in all solicitations or advertisements for emptoyees placed by or on behalf of SERVICE PROVIDER in pursuit hereol state that ail quatified appticints wiil receive consideration for employment without regard to race, religious creed, color, naiional origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexuai orienlation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. (d) SERVICE PROVIDER will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice advising such labor union or workers' representatives of SERVICE PROVIDER'S commitmeni under this sectioi and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(e) lf SERVICE PROVIDER should subcontract all or any portion of the services to be performed under this Agreement, SERVICE PROVIDER shall cause each subcontractor to also comply with the requirements of this Section 12.
13. lndependentConlractor.
(a) ln the furnishing of the services provided for herein, SERVTCE pROVIDER is acting solely as an independent contractor. Neither SERVICE PROVIDER, nor any of its officers, age{s o,r employees shall be deemed an officer, agent, employee, joint venturer, partner or associate of CITY for any purpose. CITY shall have no right to control or supervise or direct the manner or method by which SERVICE PROVIDER shall perform its work and functions. However, ClTy shallretain the right to administer this Agreement so as to verify that SERVICE PROVIDER is performing its obligations in accordance with the terms and conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture between SERVICE PROVIDER and CITY. SERVICE PROVIDER shall have no authority to bind C|TY absent CITY'S express written consent. Except to the extent othenruise provided in this Agreement, SERVICE PROVIDER shallbear its own costs and expenses in pursuit thereof. (c) Because of its status as an independent contractor, SERVICE PROVIDER and its officers, agents and employees shall have absolutely no right to employment rights and benefits available to CITY employees. SERVICE PROVIDER shall be solely liable and respon-ibb for ail payroil 7 DocuSign Envelope lD: 29608924-E988-4F23-A9BB-C''\.7F2E4FE Docusign Envelope lD: 63288DA5-7ACF-4683-855D-12EDSA34C566 and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare and retirement benefits. ln addition, togethei witn its other obligationi !ry.el this Agreement, SERVICE PROVIDER shall be solely responsible, indemnify, defend atid save CITY harmless from all matters relating to employment and tax withholding for and payment ofSERVICE PROVIDER'S employees, including, without limitation, (i) complianCe with Social'security and unemployment insurance withholding, payment of workers compensation benefits, and all other laws and regulations governing matters of employee withholding, taxes and payment; and (ii) any claim of rigit or interest in CITY employment benefits, entitlements, programs and/or iunds offered empioyees of CITY whether arising by reason of any common law, de facto, leased, or co- employee rights br 6tner theory- lt is acknowledged that during the term of this Agreement, SERVICE pdOVlOen may beproviding services to others unrelated to CITY or to this Agreement. 14- Notlces. Any notice required or intended to be given to either party under the terms ofthis Agreement shall be in wrlting and shall be deemed to be duly given if dilivered personally, transmitted by facsimile followed by telephone confirmation of receipt, or sent by Uniied States registered or certified mail, with postage prepaid, return receipt requesied, addressed to the parly towhich notice is to be given at the party's address set forth on the signature page of this Agreement or at such other address as the parties may from time to time designate by wr1t.en notice. Noiices served by United States mail in the rnanner above described shall be deemeb sufficienly served or given aithe time of the mailing thereof. .. . 19r , Binding. Subiec to Section 16, below, once this Agreement is signed by all parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each part'ies' respective ft"ils, successors, assigns, transferees, agents, servants, employees and representatives.
16. Assiqnment.
(a) This Agreement is personal to SERVICE PROVIDER and there shall be no assignment by SERVICE PROVIDER of its rights or obligations under this Agreement without the prior written approvalof the.City Managerordesignee- Any attempted assignment-by SERVTCE pRovldER, its successors or assigns, shall be null and void unless approved in writing by the City Manager oi designee.
(b) SERVICE PROVIDER hereby agrees not to assign the payment of any monies due SERVICE PROVIDER from GITY under the terms of this Agreemlnt to'any other indiviouatls), corporation(s) or entity(ies). CITY retains the right to pay any and all monies oue sLRvCE pRovtDLFi directly to SERVIGE PROVIDER.
^__ ! __ q9lnq[ance With Law. ln providing the services required under this Agreement, SERVICE PROVIDER shall at all times comply with all applicable laws of the United States,-tne State of California and CITY, and with all applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, iJsueO, or amended during the term of this Agreement.
18. Waiver. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent bieach of either the same or a different provision of this Agreement. No provisions of this Agreement may be waived unless in writing and signed by all parties to this Agreement. Waiver of any ohe provision herein shall not be deemed to be a waiver of any other provision herein.
19' Golrernino,l=aw and Venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action -8-
Docusign Envelope lD: 29608924-E988-4F23-A9BB-C,' tZrZE+FE DocuSign Envelope lD: 63288DA5-7ACF46B3-855D-12ED5A34C566 regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California.
2A. Headings. The section headings in this Agreement are for convenience and reference only and shall not be construed or held in any way to explain, modify or add to the interpretation or meaning of the provisions of this Agreement.
- 21. . SeYerabilitv. The prolisions of this Agreement are severable. The invalidity, or unenforceability of any one provision in this Agreement shall not affect the other provisions.
22. Interyretation. The parties acknowledge that this Agreement in its finalform is the result of the combined efforts of the parties and that, should any provision of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in favor of or against either party, but rather by construing the terms in accordance with their generally accepted meaning.
- 23. ,Attornqy's Fees. lf either party is required to commence any proceeding or legal action to enforce or interpret any lerm, covenant or condition of this Agreement, the prevailing party in such proceeding or action shall be entitled to recover from the other party its reasonable attorney'siees and legalexpenses.
24. Exhibjls. Each exhibit and attachment referenced in this Agreement is, by the reference, incorporated into and made a part of this Agreement.
25. Precedgnc? of DogunlelIs. ln the event of any conflict between the body of this Agreement and any Exhibit or Attachment hereto, the terms and conditions of the body of this Agreement shall control and take precedence over the terms and conditions expressed within the Exhibit or Attachment. Furthermore, any terms or conditions contained within any Exhibit or Attachment hereto which purport to modify the allocation of risk between the parties, provided for within the body of this Agreement, shall be null and void.
26. Cumulative Remedies, No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity,
27. No Thlrd Partv Beneficiaries. The rights, interests, duties and obligations defined within this Agreement are intended for the specific parties hereto as identified in the preamble of this Agreement, Notwithstanding anything stated to the contrary in this Agreement, it is not intended that any rights or interests in this Agreement benefit or flow to the interest of any third parties,
28. E,4qnt of Agreement. Each party acknowledges that they have read and fully understand the contents of this Agreement. This Agreement represents the entire and integrated agreement between the parties with respect to the subject matter hereof and supersedes all prior neg-otiations, representations or agreements, either written or oral. This Agreement may be modified only by written instrument duly authorized and executed by both clTY and sERVlcE pRovtDER.
29. The
contractor/consultanUvendor of lnformation and Commun Technology (lCT) contenVproducts/services is required to provide deliverables that satisff the accessibility requirements of the ADA, Section 508, and conform to Web Content Accessibility Guidelines 2.0 LevetAA Success Criteria (WCAG 2.0 AA), or the most recent WCAG version.
Prior to execution and renewal (if applicable) of contract, contractor/consultant/vendor is required to utilize a Voluntary Product Accessibility Template (VPAT) 2.0, or the most recent VPAT version to -9-
DocuSignEnvelopelD:29608924-E988-4F23-A9BB-C'7F2E4FE
DocuSign Envelope lD: 63288DAS-7ACF.4683-855D-12tu5A34C566 submit an Accessibility Conformance Report. Using the report the City will make a determination if the content/producVservice substantially meets applicable accessible standards or best meets the standards and is consistent with the business need. ln such instances in which the contenuproducUservice is non-conforming the contract may be denied or the contractor/consultant/vendor may be asked to provide a reasonable timeline for remediation of areas of non-conformance.
Definitions:
lnformation and Communication Technology (lCT) is information technology and other equipment, systems, technologies, or processes, for which the principal function is the creation, manipulation, storage, display, receipt, or transmission of electronic data and information, as well as any associated content. Examples of ICT include, but are not limited to: computers and peripheral equipment; information kiosks and transaction machines; telecommunications equipment; customer premises equipment; multifunction office machines; software; applications; websites; videos; and, electronic documents.
Web Content Accessibility Guidelines 2.0 standards (WCAG 2.0), or the most recent WCAG version, created by the World \Mde Web Consortium (W3C) Web Accessibility lnitiative (WAl), define how to make web content more accessible to people with disabilities. Testable success criteria are provided to allow WCAG 2.0 to be used where requirements and conformance testing are necessary; LevelAA is the median level of conformance and the minimum acceptable level for accessibility. WCAG 2.0 is written to be technology neutral and the success criteria and conformance requirements can be applied to all electronic content. Section 508 of the Rehabilitation Act of 1973 (Section 508) requires federal agencies and entities receiving federal funds to meet specific accessibility standards for eleclronic information and technology; the City of Fresno is an entity that receives federal funds.
Section 508 of the Rehabilitation Act of 1973 (Section 508) requires federal agencies and entities receiving federal funds to meet specific accessibility standards for electronic information and technology; the City of Fresno is an entity that receives federal funds.
Accessible Document Requi rements
Documents must be provided as accessible PDFs or in another alternate accessible format. Accessible PDFs are PDF documents created so that they are not read solely as an image by assistive technology and screen readers. This is usually achieved through the use of tags, or a struc-tured, textuCl representation of the PDF that is presented to screen readers but have no visible effect on the PDF file.
ISTGNATURES ON FOLLOWTNG PAGEI
-10-
DocusignEnvelopelD:29608924-E988-4F23-A9BB-C'7F2E4FE
DocuSign Envelope lD: 6328BDA5-7ACF-4683-855D-12ED5A34C566
CITY OF FRESNO,
a California municipal corporation
by:
kovw s/20/202L
cro
lnformalion Services Department
APPROVEO AS TO FORM:
DOUGLAS T. SLOAN
by:
By l^,/.iv* /9/202L
Date
Deputy City
ATTEST:
BRIANA PARRA. CMC
lnterim City
By:
B OlvtEL
Addresses:
CITY:
CITY OF FRESNO
Attention: Bryon Horn, CIO
2600 Fresno Street, Room 1059
Fresno, CA93721
Phone: (559) 621-7101
FAX: (559) 457-1002
lN WTNESS W'IEREOF, the parlies have executed this Agreement at Fresno, California, the day and year first above wdtten.
By:
GRANICUS, LLC.
a Minnesota Limiled Liabilig Company
By: K+otbL
Name: Kellv Oliver
Title: Mca Presktant -Contracts
(lf coryoration or LLC., Board Chelr,
Pres. or Vice Pres,)
.&\
By: lrrhmudul "Nrl" rn,n (srp t,2021 $l0t totl
Name: RaiAmin
Title: _cFo.ffi
Secretary or A$istant Secrstary)
SERVICE PROVIDER:
GRANICUS. LLC
Attention:
707 17th St Suite 4000Denver, CO 80202
Phone: (7201240-9586
FAX:
Aftachments:
1. Exhibit A - Scope of Services
2. Exhibit B - lnsrrance Requirements
3. Exhibit C - Conflict ol Interest Disclosure Form
-11-
DocuSign Envelope lD: 2960B924-E988-4F23-A9BB -ClrZe+e
DocuSlgn Envelope lD: 63288DA5-7ACF-4683-855D-12b'J5A34C566 a
Saeathdred Proposal
EXHIBITA
SCOPEOFSERVICES
3rrylce Agneemont botrrrn Ctty of Fruno
.rd ORAillCUS, LLC
Dlgjtat Government
DocuSign Envelope lD: 29608924-E988-4F23-A9BB-C" )zfZe+fe Docusign Envelope lD: 63288DA5-7ACF-4683-855D-12ED5A34C566 408 Sqlnt PeterSheet, Sulte 600
Soinl Pou[ MN 55102
Unlled Slotes
ONDER DETAlS
Prrporcd By:
Phonc:
Emoll:
Ords {l:
Prcpored On:
Erphcr On:
ORDER TENMI
Cunrncy:
Poymcnllermr:
Pcilod ol Pcrfonnoncc:
Order #: Q-I44655
Prepored: WlOTln2l
Exhiblt A
IH|S tS NOTAl{ tt{VOtCE
Procurement Vehlcle: NCPA (01 ,1 l S)
ln Supporl of: Fresno, CA
Drew Boker
+l 3234229710
drEw.bo [email protected]
Q-r44655
0910712021
Mlt112021
@ GRAN rcus
Order Form
Prepored lor
Fresno, CA
USD
Nel-30 (Poymenfs forsubscdplions ore due ol lhe beginning of the period ofperfomonce.) The tem of lhe Agreement will commence on the dote this document is slgned ond willcontinue lor36 monlhs.
Poge I of ll
DocusignEnvelopelD:2960B924-E988-4F23-A9BB-C,7F2E4FE
Docusign Envelope lD: 63288DA5-7ACF-4683-855D-12ED5A34C566 @ ourutcvs
Order #: Q-144655
Prepored: 09lO7l202l
Order Form
Fresno, CA
PRICING SUMMARY
The pricing ond lerms within thh Proposol ore specific lo lhe producis ond volumes conloined withln ihis Proposol,
Solullon lllllng
Frrqucncy Gluonlly/Unlt Onc-Tlmr Fcc
Leghtor - Setup & Configurolion Upon Delivery I Eoch $6,7s0.00 Legislor - Onsite Troining Upon Delivery 3 Doys $3,750.00 Legistor (Admin) - Online Troining Upon Delivery 4 Hours $e00.00 Send Agendo (Legistor) Set up ond Confrg Up Front I Eoch $o.oo govDelivery for lnlegrolions Set Up ond
Conlig Up Froni I Eoch $0.00
Boords ond Commissions - Selup &
Configurolion Up Fronl I Eqch $r,r25.00
Boords qnd Commissions Online Group
Troining Upon Delivery I Hours $0.00
eCommenl - Online Trolnlng Upon Delivery I Hours $0,00
eComment - Setup ond Configurotion Up Front I Eoch $0.00 Meeting Efliclency -Selup & Configurolion
fSicndord) Up Front I Eoch $900,00
GovMeelings Live Cost SelUp ond Contig Up fronl I Eoch $0.00 Encoding Applionce HDW -WOWZA
CleorCosler Upon Delivery I Eoch $2,950.00
Gronicus CleorCosler Selup ond
Configurolion Up Front I Eoch $87s.00
uS Shipping Chorge C - Lorge tlem Upon Delivery I Eoch $12s,00 Open Plolform - Setup ond Configurolion Up Front I Hours $o.oo Open Plolform - Setup ond Configurotion Up Front I Hours $0.00 Open Plqtlorm -Selup ond Configurolion Up Fronl I Houn $0,00 srzE 5.F
Poge 2 of ll
DocuSign Envelope lD: 29608924-E988-4F23-A9BB-C' tzFzE+FE DocuSign Envelope lD: 63288DA5-7ACF.4683-855D-12EO5A34C566 @ ono"'.rt
Order #: Q-]44655
Prepored: 09 /O7 l2l2l
Order Form
Fresno, CA
Sohdon !ll[rg
F cquancy Quonlfiy/Unlt Annud Frr
Legistor
Annuol I Eoch $2 r,d00.00
Send Agendo (tegistor)
Annuol I Eoch $0.00
govDelivery for lntegrotions
Annuol I Eoch $0.00
Boords qnd Commissions
Annuol I Eoch $r 7,000.00
eCommenl
Annuol 1 Eoch $4,200.00
Meeting Efficiency Suite
Annuol I Eoch $6,300.00
GovMeelings Live Casl
Annuol I Eoch $r 4,124.00
Gronicus CleorCosler Sollwore
Annuol I Eoch $r,500.00
Recuning Ccplioning Services
Annuol 170 Hours $22,950.00
Open Plolform Suite
Annuol I Eoch $0.00
Open Plolform Suile
Annuol I Eoch $0.00
Open Plotfom Suite
Annuol I Eqch $0.00
s82674.00
Poge 3 ol ll
Docusign Envelope lD: 2960B924-E988-4F23-A9BB -C' \,7F2E4FE DocuSign Envelope lD: 63288DA5-7ACF-4683-855D-12ED5A34C566 @ onanrcus
FUTURE YEAR PRICING
Order #: Q-I44655
Prepored: 09lO7l202'l
Order Form
Fresno, CA
Yror2 Ymlt
Legislor $23, r r 2.00 $24,729.81
Send Agendo {Legistor) $0.00 $0.00
govDelivery lor lnlegtoiions $0.00 $0.00
Boords ond Commislons $r8,r90.00 $t9,463.30
gCommenl $,(,494.00 $4,808.58
Meeting Efficiency Sulte $6,74r.00 $7,212.87
GovMeelings live Cost $t5,1 12.68 $ r 6,170.57
Gronicus CleorCqsler Soflwore $r,605.00 $1,7t 7.35
Recuring Coptionin g Services $24,556.50 $26,275.46
Open Plolform Suile $o.oo $o.oo
Open PlotformSuite $0.00 $0.00
Open Plollorm Suite $0.00 $0.00
rultotAr.: $9&fir.r8 st@,!77.tt
Poge4ofll
DocuSignEnvelopelD:2960B924-E988-4F23-A9BB-C' 7F2E4FE
Docusign Envelope lD: 63288DA5-7ACF-4683-8S5D-t2ED5A34CS66 @ onlrurcus
PRODUCT DESCRIPTIONS
Otder #: Q-I44655
Prepcred: ogli7l2021
Order Form
Fresno, CA
Eolutlon Descrlpdon
l-egistor Legistor is o Soflwore-os-o-service (soos) solution thol enobles government orgonizclions to oulomote lhe enlire legislolive proc€ss of lhe c-lerk's office. cle*s con leveroge..Legisror toeosily monage lhe enlhe legislotiveprocess fiom drofling files, lhrough ossignmenl to vorious deportminls, iofinol opprovol. Legislor includes:
r Unlimiled'user occounls
. Unllmiled meeling bodies ond meeling lypes
r Unlirnited dolo sloroge ond relenflon
' Up lo one (l) Legislor dolobose
r Up lo one (1) tnSile web portol
Send Agendo (legislor) send Agendo is dependent on on octive subscripfion lo lhe relevontgovMeelings ogendo.
Legistor - Selup & Conllgurollon Sefup ond Configurotion for Legistor includes:
r Access to on impremenrqlion consurtqnr unril project occepronce r Access to extring web-bosed recorded rroinings oround stondordqccount functio ns ond copobilities r up to five 15) two-hour needs onorysis coils wirh o business onoryst . Up lo one (lf Stqndord Agendc ond Minutes repori templote . Conligurotion of up to one (l) meeting body or lype
Legistor - Onsile Troining Legistor- onsile Trqining is for onsile troinlng for Legistor, which ollows clienls lo hqve q Gronicus trqiner onsite lo show ihem how to use lhe system.
Onsile Troining includes trovel, meols ond lodging expenses.
Legistor (Admin) - Online
Troining
Leglstor Admin - Online Troining is for online lroinlng for Legisior Adminislrolion, which ollows clienls lo hove online sessioniwith o Grqnicus lroinerto leqrn how to use the syslem.
Poge5ofll
DocuSign Envelope lD: 29608924-E988-4F23-AgBB-C tzrze+rE Docusign Envelope lD: 63288DA5-7ACF-4683-855D-1 2EDSA34C566 @ onllrcus
Order #: Q-|14655
Prepored: 0910712021
Order Form
Fresno, CA
6olu[on Dorcrlpflon
govDelivery for lnlegrotions send nolificolion bulletins dlrectly to constlluenls who subscribe to receive updoles dhectly lhrough Gronicus (powered by govDetivery). Recieve o monlhly meirics report delivered vio emoil to show subscrlber growlh ond engogemenl octivily for the posi monlh of bullelin sends, ond grow subscdbers lhrough occess lo lhe Gronicus Advqnced Network.
Note: govDellvery inlergrotions is dependenl on on octive subscriplion to ihe relevonl govMeelings ogendo or govAccess CMS solufions.
Boords ond Commissions Boords ond Commissions is o Softwore-os-o-Service (SocS) solution thol enqbles government orgonizotions lo simplify lhe cilizen oppllcolion ond appoinlment lo boords process of ihe clerk's office. Boqrds ond Commissions includes:
. Unlimiled user occounls
r Unlimiled boords, commissions, commiltees, qnd subcommillees e Unlimiled sloroge of cllizen opplicotions
r Access lo up to one (l) Boqrds qnd Commissions sile
r Access to cusfomizoble, embeddoble iFrome websiles lor disploying infolrnotion lo citizens
r Access lo o customizoble online citizen opplicot'on form including boord'specific questions
. Cuslomizoble lorms for boqrd deloils, oppointment deloils, ond inlernol trocking deioils
r Pre-designed document PDFs for opplicolions, bocrd deloils ond rosters, ond voconcy reporls
r Down/oodoble sprecdsheels for eosy reporling
Oplibnol custom temploles for documenl or reporl generolion moy olso be purchosed for on oddltional fee.
Eoords ond Commissions -
Selup & Configurolion
Selup ond Configurolion for Boords ond Commisions includes:
r Configuroiion of up to one (ll Boords ond Commissions sile r Up to one (l ) dolo import of histodcql legocy doto from o previous syslem inlo Boords ond Commissions
Boords ond Commissions online
Group Troining
Boords ond Commissions - Online Group Troining is for Group troining of Boords ond Commissions, which ollows clients to hove up lo six 16) users porticipote in online Group sessions wilh q Grqnicus troiner ond other client users, to leqrn how to use the system.
Poge6ofll
DocuSign Envelope lD: 29608924-E988-4F23-A9BB-C' \7F2E4FE DocuSign Envelope lD: 63288DA5-7ACF-4683-855D-1 2ED5A34C566 @ onrnrcus
Order #: Q-I44655
Prepored: chtotlzozl
OrderForm
Fresno, CA
Bolullon Drrcrlpflon
eComment ecommenl reduces sloff lime by providing the obilily lo elforllessly colleclond monoge citizen input on ogendo ilems. cilizens ore ollowed io eilher submit commenls in regords lo items or s'rgn up lo speok before o scheduled meeling.
eComment - Online Troining vhtuollroining sesion wilh o Gronicus professionol seMces lroiner Meeling Effi ciency Suilg Meeting Efficiency h o hybrid soflwore-os-o-service (soos) ond Hordwore- os-o-service lHoos) solulion lhol enobles governmenl orgonizolions to simpliff lhe in-rneeting monogement ond post-meeling minules creolion processes of lhe clerk's offlce. By leveroging lhis solulion, the client will beoble lo streomllne meeting doto copture ond minules production, redueing stoft offorls ond decreosing time to gel minutes publlshed. During o meellng, use LiveMonoger lo record roll colls, molions, voles, noles, qnd speokers, ollindexed wilh video. Use the index points lo quickly editminules,{emploles lo lormot in Microsofl word, ond publish online with lhe click of o bulton. Meeting ffliciency includes:
r Unlimiled user occounts
r Unlimiled meeting bodies
r Unlimiled storoge of minuies documents
, Access to the LiveMonoger softwore opplicolion for recording informolion during meelings
r Access lo the Word Add-in soflwore componenlforminules formolling in MS Word if deshed
. up lo one (r)MS word minutes rernprote {oddirionortemprotes con be purchosed if needed|
Meeling Efficiency - Selup &
Conf igurolion (Slondord)
Setup ond Configurolion for Meeling Efficiency Suile includes implementotion of:
r up to one ll ) ctient tnslollotion of Minules Moker (compolible client hordwore required lor sofiwore)
. Up lo one {l ) Minules report
Mlnutes - Online lroining online froinlng for Minutes, which ollows clienls lo hove online sesions wlh o Gronicus troiner lo show clerks how lo loke minutes during o meeling ond how to edil ond publish them ofter o meeling.
Pcge 7 of tl
DocuSign Envelope lD: 29608924-8988-4F23-A9BB-C'' 7F2E4FE DocuSign Envelope lD: 63288DA5-7ACF-4683-855D-12EDSA34C566 @ enrrurcus
Order #: Q-144655
Prepored: O9lo7l202l
Order Form
Fresno, CA
toltttlon, Dcecrlption
GovMeelings live Cost govMeelings Livecosl provides the obility lo monoge pubric meelings from onywhere, on ormost ony device using cloud boied softwore ond o Gronicus cleorcosler encoder. ll willslreom public meetings in HD, ollow users to live index items, record ond publish minules, ond provlde orchive videos for ondemond viewing.
Encoding Applionce HDW -
WOWZA CleorCosler
wowzA cleorcoslerencoderis lhe hordwore opplionce used convert fhevideo feed for video slreoming on lhe web. ll olso records lhe video ondprovides lhe MP4 file for orchive ploybock.
Gronicus Video - Online lrolning Gronicus Video - Online Troinlng US Shipping Chorge C - Lorge
liem
US shipping of o lorge item
Recuning Coplioning Services Live closed coplioning.
. All Meelings willincur one hour minimum.
. Concellolions within 24 hrs. will be chorged I hour minimum, ' coplion reservotlons should be reserved two weeks in odvonce. Jobs with little notice moy nol be guoronteed coveroge, 24 hours qs on obsolute minimum.
. Reol Time coptions ore provided ol on 9g% sccurocy reodobility roling ' Recunlng coption hours nol used in lhe period of peifonnonce wlll nolcony over lo lhe following yeor.
Open Plolform Suile open Plolform is occess lo MedioMonoger, uplood of qrchives, obilily lopost ogendos/documents, cnd index of orchives. These ore oble lo bepublished ond occessible through o seorchoble viewpoge.
Open Plollorm Suite open Plolform is occess lo MedioMonoger, uplood ol orchives, obility lopost ogendos/documenls, ond index of qrchives. These qre oble lo bepublished qnd occessible lhrough o seorchoble viewpoge.
Open Plotform Suite open Plolform is occess lo MedioMonoger, uplood or orchives, obility topost ogendos/documents, ond index of orchives. These ore oble lo bepublished ond occessible lhrough o seorchoble viewpoge.
Open Plolform - Setup ond
Configurolion
Setup ond configurotion for Open Plofform
Open Plolform - Setup ond
Conligurolion
Setup ond configurolion for Open plofform
Open Plollorm - Selup ond
Conligurolion
Setup ond configurction for Open Plollorm
PogeEofll
DocuSignEnvelopelD:29608924-E988-4F23-A9BB-C' 7F2E4FE
DocuSign Envelope lD: 63288DAs-7ACF-4683-855D-1 2ED5A34C566 @ onrrurcus Order Form
Fresno. CA
GRANICUS ADVANCED NEII'I'ORK AND SUBSCRIBER INFORMAIION r Gronlcus Communlcsllonr Sulb Subrcribu lnlolmqllon.
o Doto provided by the Clienl ond contqci informolion gothered lhrough the Clienl's own webproperlies or oclivities willremoin the property of the Client ('Dlrecl Subscribe/), including ony ond oll personolly identifiqble informolion lPll). Gronicus will nol releose lhe doto without the' express wrilien permission of the Client, unless required bylow. o Gronicus sholl: (ll not d'tsclose lhe Client's dolo except to ony lhird porties os necessory lo opercle lhe Gronicus Products ond Services (provided ihot the Client hereby gronls to Gronicus o perpeluol, non-conceloble, worldwide, non-exclusive license to ut1ize ony dofo, on on ononymous or qggregole bqsis only, lhot qrises from lhe use of ihe Gronicus Products by the Clienl, whelher disclosed on,subsequenl lo, or prior lo the Elfective Dole, to improve lhe functionclily of lhe Gronicus Products ond ony olher legilimole business purpose, including the righl to sublicense such dolo to third porties, subject lo olllegolreslriclions regording ihe u-se ond disclosure of such informolion).
o Dolo oblolned lhrough lhe Gronicus Advonced Nelwork,
o Grqnicus offers o SooS product, known os lhe Communicolions Cloud, lhol offers Direcl Subscrlbers recommendotions to subscribe lo olher Grqnicus Clienl's digilolcommunicolion (lhe'Advonced Nelwork'). When o Direcl Subscriber signs up through one of the recommendqlions of the Advonced Nelwork, thot subscdber is o 'Nelwork Subscribe/ to lhe ogency il subscribed lo lhrough the Advonced Nelwork.
o Nelwork Subscrlbers ore ovoiloble for use while the Client is under on qclive subscription with Gronicus. Network Subscribers will nol lronsler lo the Client upon lerminolion of ony Gronicus Order, SOW, or Exhibil. The Cllent shqll not use or lronsferony ol the Network Subscribers ofter terminolion of its Order, SOW, or Exhibit ploced under this ogreement. All lnformotion reloied to Network Subscribers musl be deslroyed by lhe Clienl within t 5 colendor doys of lhe Order, SOW, or Exhibil ploced under lhis cgreemenl terminoling. o OpFln. During lhe lost l0 colendor doys of lhe Clienl's subscriplion, lhe Clienl moy send on opt- in emoilto Network Subscdbers lhot shollinclude on explonolion of lhe Client's retotionsnlp wilh Gronicus terminoting ond lhoi lhe Nelwork Subscdben moy visil lhe Client's website lo subscribe lo furlher updotes fom lhe Client in the fulure. Any Nelwork Subscriber thol does nol opt-in will nol be lronsfered with the subscriber list provided lo the Client upon terminotion.
THIRD PARTY DISCTAIMER
Clond Capllonlng ond Meellng Servlces: Client ond Gronicus moy agee thoi o lhrrd p oriy wiil provrUe cJosed coplioning,lranscriplion servibes, or olher meeling services under lhlis Agreemenl,ln such cose, C/rent expressly underslonds thot the thhd porty rb on independent conlrocfor ond nol o n agenl or employee of Grcnicus. Gronhus s not lroble for ocls performed by such on rndepende nl lhird parly, Cleatcdt|lt and LlveCasl Scrvlccr: Clienl ond Gronicus ogree thal o third party witl provide services under lhjs Agreement, Clienf expressly underslonds lhqf the third party rb on rndependent contractor and nol on ogenl oremployee of Gronicus. Gronicusi'snof liob/eforocfs pefiormedbysuchonindependenllhirdpotty.
Order #: Q-|14655
Prepored: 0910712021
Poge 9 of ll
DocuSign Envelope lD: 29608924-E988-4F23-A9BB-C'
'-zp2E+FE
DocuSign Envelope lD: 63288DA5-7ACF-4683-855D-12ED5A34C566 @ onlrurcus
Order #: Q-I44655
Prepored; 0910712021
Order Form
Fresno, CA
TERMS E CONDITIONS
r The lems ond Condltlons of lhe Agrccmcnl 0l-l 15 etleclive December8th 2020 between Grqnlcus ond NCPA govem ihis Quota ond orc incorporolad herein by raference, including the MosterAgreement ond oll cxhlblts thcrclo.
' CleqrCoslerTgrms & Condltlons ottoched lo lhis quole ore lncorporoied herein by referencc. r This quole Ir exclusive of opplicoble sloie, locol, ond federol toxes, whlch. lf ony, wlll be lncluded in the invoice, ll is the responslbillly of Fresno, CA to provide qpplicoble exemplion cerilficole(s). r Gronlcus certilies ihat lt wlll nol ssll, retoin, use, or dlsclose ony personol infomotlon provided by Cllenl for ony purpose olher lhon lhe speciflc purpose of performlng lhe servlces oullined wllhin lhh Agreemenl. . Any lopse ln poymenl moy resull in suspension of service ond wlll require lhe poyment of o telup fee to reinslote lhe subsolptlon.
r Cllent wlll be lnvoiced for use ol ony producl or servlce meosured or copped by volume or omounl of usoge thol exceeds lhe Permitted omounl tet fodh in lh's Quote ol the soms cosl orrole sel forth hereln. r Notwllhslondlng anythlng to ths contrqry, Grcnlcus reservgs lhe dght to odjultpricing ot ony renewol in which lhe volume hds chonged from lhe prior lerm wilhout regdrct to lhe pdor term s pcrrnil priclng. r Gronlcus will provide o lhres (3J yeorworcnty wllh respect lo requhed hordwore. Wlthin the lhree lO) yeor wononly period, Gronlcus shqll repolror reploc€ ony requlred hqrdwore provr:ded dheclly from Gronicus lhot fols to funclion properV due to normol weorond teqr, defecllve workmonshlp. or defecllve molerlols.
Poge l0 of ll
DocuSign Envelope lD: 29608924-E988-4F23-A9BB-C'' \7F2E4FE DocuSign Envelope lD: 63288DA5-7ACF-4683-855D-12ED5A34C566 @ onrxrcus
BIIIINC INFORIIATION
Bryon Horn
cro
9/20/202L
Order #: O-144555
Prepored: 09lO7l2t2l
ll rubmllllng o Purchora Ordu, plcqrc lncludc lhc loilowlng longuoge:
The pricing, terms, ond co.ndltlons of quote G,4,|6SS dorca ogtWmZI are incorporoledintolhls purchose order by reference ond sho ll toke precedence over any lerms ond condifrbns inLnaea n rhls purchose order.
AGREEI,IENT AND ACCEPTAN CE
By signlng lhis documeni, lhe undenlgned cerllfies lhey hove outhorily lo enter the ogreement Theundersigned olso undenlonds lhe servlces qnd lems. w;:^":i,i
Order Form
Fresno, CA
Purchott Ordrr Ir
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No
Yes
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DocuSignEnvelopelD:29608924-E988-4F23-A9BB-C/ 7F2E4FE
DocuSign Envelope lD: 63288DAS-7ACF-4683-855D-1 2E1,5A34C566 Exhlbit B
INSURANCE REOUIREIIIENTS
Servlce Provider between City of Fresno ('CITY')
and GRANIGUS, LLC ("SERVICE PROVIDER")
Dioilat Governmonl
-FmlEd,mn-
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least aB broad as:
1. The most current version of lnsurance Services Otrice (lSO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for "bodlly injury," ,'property damage" and upgrEonal and advertising injury" with coverage foi p-remibes ani operations (including the use of owned and non-owned equiphent), products and completed operations, and contractual liability (including, without limitation, indemni$ obligations under the Agreement) with limits of liability not less than those set forth under "Minimum Limits of lnsurance."
2. The mast current version of ISO'Commercial Auto Goverage Form CA 00 01, providing liability coverage arislng out of lhe ownership, maintenance or use of automobiles in the course of your_business operations. The Automobile policy shall be written on an occurrence form and shall provide covsrage for all owned, hired. and nonowned automobiles or other licensed vehicles (Code 1- Any Auto). lf personal automobllo coverage is used, the CITY, its offtcers, |fficiati, employees, agentrs and votunteers are to be listed as additional insureds.
3. Workers' Compensation insurance as required by the State of California and Employer's Liability lnsurance.
Technology Liabilig (Enors and omissions) insurance appropriate to sERVlcE PRovIDER'S profession, coverage shall be sufficienily broad to respond to duties and obligations as ig undertaken by seruioe provider in this agrcement and shall include but not be limited to, claims involving infringement of intellectual propefi, including but not limited to infringement of copyright, tademark, trade dresi, invasion of pdvacy violalions, 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 breaoh response costs _as well as regulatory fines penafties and credit moniforing expenses with limits sufficient to respond to these obligations.
MINIMUM LIMIT8 OF INSURANCE
SERVICE PROVIDER, or any party the SERVICE PROVIDER subcontracts with, shall maintain limite of llability of not less than those set forth below. However, insurance limits available to ClTy, its ofiicers, offcials, employees, agents and volunteers as additional insureds, shall be the grealer of the minimum limits specified herein or the full limit of any insurance procaeds available to the named insured:
4.
Docusign Envelope lD: 29608924-E988-4F23-A9BB-C;'7F2E4FE DocuSign Envelope lD: 63288DAs-7ACF-4683-855D-12ED5A34C566
1. GOMMERGIAL GENERAL LIABIUTYi
(i) 91,000,000 per occurr€nce for bodily lnjury and property damage; (iD $1,000,000 per occunence for persdnai ano aov-ertising injury;- '
(qiil $2,000,000 aggregale for products and completeo operatibniiand,(1v) 92,000,000 generar aggregate applying separateiy to tni' woriiperfonned under the Agreement,
2. COTIMERCIALAUTOMOtsILELIABIUW:
$1,000,000 per accident for bodity injury and property damage. 3, WQ_.FKERS:,,Cqil!PENSATJ,O]TI INSURANcE as required by the State of California with statutory limita:
4. EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodity injury;
(ii) $1,000,000 disease each employee; and,
(iiD $1,000,000 disease policy limit.
TEcHNoLocY PRoFEsstoNAL LtABlLtry. insurance with limits of not (i) $2,000,000 per claim/occurence; and,
(ii) $4,000,000 policy aggregate
UUBRELLA OR EXCESS INSURANCE
ln the event SERVICE PROVIDER purchases an Umbrella or Excess insurance policy(ies) to meet the "Minimum Limits of lnsurance," this insurance policy(ies) shall "follow form" and'afford no lesE coverage than the primary insurance policy(ies). ln aOdition, such Umbrella or Excess !1sug199.policy(ies) sh_all also apply on a primary and non-contributory basis for the beneftt of the CITY, its officers, officials, ernployees, agents and volunteers.
DEOUCTIBLES AND SELF.INSURED RETENTIONS
SERVICE PROVIDER shall be responsible t9{.pgyq.Ilgf any deductibtes contained in any insurance policy(ies) required herein and SERVICE PROVIDER shall also be responsible forpayment of any self-insured retentions. Any deductibles or self-insured retentions must be declared to on the CertificatE of lnsurance, and approved by, the CITY'S Risk Manager or his/her designee, At the option of the clrY's Risk Manager or his/her designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self-insured retentions as respects CITY, its officers, officials, employees, agents and volunteers;or
(ii) sERVlcE PROV_IDER shail provide a financial guarantee, satisfactory to clrY's Risk Manager or his/her -designee,
5. DocusignEnvelopelD:29608924-E988-4F23-A9BB-C' 7F2E4FE Docusign Envelope lD: 63288DA5-7ACF-4683-855D-12ED5A34C566 guarenteeing payment of losses and related investigations, claim administration and defense expenses. At no time snan Cfy Ue responsible for the payment of any deductibles or self-insured retentions.
oTHER INSURAIICE PROVTSTONSTENDORSEMENTS
to contain, the following provisions:
are to contain, or be endorsed
1. CITY, its officers, offcials, employees, agents and volunteers are to be covered as additional insureds. SERVICE PROVIDER shallestiablish additional insured status for the 9-'ty."l9 for all ongoing and completed operations by use of ISO Form CG 20 10 1 1 85 or both CG 20 10 10 01 and CG 20 37 10 01 or by an executed manuscript insurance company endorsement providing additional lnsured status as broad as that coniained in ISO Form CG 20 10 11 SS.
2. The coverag_e shall contain no special limitations on the scope of protection afforded to CITY, its officers, officials, employees, agents and voluntaers. Anyavailable insurance proceeds in excess of thE specified minimum limits andcoverage shail be avaibbb to the Additionat lnsured,
3. For any claims relating to thls Agreement, SERVICE PROVIDER'S insurance coverage shall be primary insurance with respect to the CITY, its officers, ofiicials,employees, agents and volunteers. Any insuran@ or self-insurance maintained by the CITY, ils officerc, ofiicials, employees, agents and volunteers shall be excess of SERVICE PROVIDER'S insurance and shall not conlribute with it.
SERVICE PROVIDER shallestablish primary and non-contributory status by using ISO Form CG 2001 M 13 or by an executed manuscript insurance colnpany endorsement that provides primary and non-contributory itatus as broad as that contained in ISO Form CG 20 01 04 13.
T\p Wotkarc'.Qgfip?4gltig!=i4sgrg,nce policl is to contain, or be endorsed to contain, thefollowing provision: SERVICE PROVIDER and its insurer shall waive any right of subrogation against CITY, [s officers, ofiicials, employees, agents and volunteers.
L! lhe Technoloqv and Protdssional Liabililv insurcncq policylies) arp written on a claims-made form:
1. The retroaclive date must be shown, and must be before the effective date of the Agreement or the comrnencement of work by SERVICE PROVIDER.
2. lnsurance must be maintained and evidence of insurance must be provided for atleast five (5) years after completion of the Agreement work or termination of the Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not less than s five (S) year discovery perlod.
3. lf coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a retroactive date prior to the efrective date of the Agreement
DocuSign Envelope lD: 29608924-E988-4F23-A9BB -C:' -'
itrzEqre
DocuSign Envelope lD: 63288DAs-7ACF-4683-855D-12ED5A34C566 or the commoncement of work by sERVlcE PRovtDER, sERVlcE pRovtDER must purchase "extended reportlng' ooverage for a minimum of five (5) years completion of the Agreement work or termination of the Agreement, whichever occurs first.
4, A copy of the claims reporling requirements must be submitted to CITY for review.
5. These requiremenb shall survlve expiration or termination of the Agreement. {l oolalei ol tnsunnw required herein shall be endorsed to provide that the coverage shall not be cancelled, non-ronewed, reduced in coverage or in limits except after thirty (30) caiendar days written notice by certified mail, return receipt requested, has bEen glven io ClW. SERVIiE PROVIDER is also responsible for providing written notice to the CITY under the same terms and conditione. Upon issuance by the insurer, broker, or agent of a notice of cancellalion, non- renewal, or reduction in coverage or in limits, SERVICE PROVIDER shail fumish ClTy with a nerrv certificate and applicable endorsements for such poJicy(ies). ln the event any policy is due to expire dudng the qorl.< to be performed for CITY, SERVICE PROVIDER snil'proiiCe a new certificate, and applicable endorsements, evidencing renewal of such policy not less than ffteen (15) calendar days prior to the expiration date of the expiring policy.
Should any of these policies provide that the defunse costs are paid within the Limits of Liabitity, thereby reducing the available limlts by defense costs, then the requirement for the Limits ol Liability of these polices will be twice the above stated timits.
The fact that insurance is obtained by SERVICE PROVIDER shall not be deemed to release or dirninish the liabillly of SERVICE PROVIDER, including, without limitation, ltabitity under the indemnlly provisions of this Agreement. The-qolicy limlts do not act as a [mitation upon the amount of lndemnilication to be provlded by SERVICE PROVIDER. Approvat or purchasb of any insurance contracts or policies sltall in no way relieve from liabilfi nor limit the liabllity of SERVTCE l!9v_lPE&-lts pn4gipats, offtcerc, agents, emptoyees, persons under the supervision of SERVICE PROVIDER. vendors, suppliers, invitees, consultants, sub-contrac{ors, or anyone employed directly or indirectly by any of them.
SUBCONTRACTOFS - lf SERVICE PROVIDER subcontracts any or all of the services to be performed underthis Agreement, SERVICE PROVIDER shall require, at the discretion of the CITY Risk Manager or designee, subconlracto(s) to enter into a separate Side Agreement wlth the City to provide required indemnification and insurance protection. Any required Side Ageement(s) and associaied insurance documents forthe subcontractor must be reviewed and preqnRlolgd by CITY Risk Manager or designee. lf no Sicle Agreement is required. SERVTCE PROVIDER will be solely responsible for ensudng that it's subcontractor maintain insurance coverage at levels no less than those requlred by applicable law and is customary in the relevant industry.
VERIFICATION OF COVERAGE
SERVICE PROVIDER shall furnish CITY with all certificate(s) and appllcable endorsements effecting covelage required hereunder. All certifioates and appllcable endorsements are to be
DocusignEnvelopelD:29608924-E98B-4F23-A9BB-C',7F2E4FE
DocuSign Envelope lD: 63288DA5-7ACF.4683{55D-12ED5A34C566 rcooiusd and approved by the CITY'S Riek Manager or hls/her clesignee prlorto CITY,S €xecution of thc Agru€msnt and bcfore work c,ommenc€s. All non-lSO endoreimente amenCtng loifcygqvg?qe_qhellbe executad by a licenoed and euthorlzed agentor broker. Upon tequiii 6'tbfff SERVICE PROVIDER shelllmmdiatelyturnieh City wlth a oomplate copy ofiny tnjuiaice pollciraqlirod. under this Agresment lnduding all endonsemsnto, wlUt eiii copf cCrtmeo d-preundenrrlter to be s true and .coPct copy of the originat poltcy. This requh6rirent ahel si;rviucexpiration ortermination of fris Agreement.
DocuSignEnvelopelD:29608924-E988-4F23-A9BB-C' 7F2E4FE
DocuSign Envelope lD: 63288DA5-7ACF-4683-855D-1 2ED5A34C566
EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
Dioltal 9overnmsnt
Explanation: ?*f,"*t
Signature
Sep 16,2021
Date
Jessica Yang
(name)
Grani LLC
, 108 S?int Peter St, Suite 600
(address)
int
state zip)
YES* NO
1 Are you curenfly in litigation with the City of Fresno or any of its agents?
tr tr
2 Do you rqpresgqt anyfirm, organization, or person who is in litigation with the City of Fresno? E] !
3 Do you currently represenl or perform work for any clients who do business with the City of Fresno? E] tr
1 Are you or any of your principals, managers, or professionals, owners or inveslors in a businees which does business with the City of Fresno, or in a business which is in litigation with the City of Fresno?
n
5 Are you or any of your principals, managerc, or professionats, related by blood or marriage to any City of Fresno employee who has any significant role in the subject matter of this service? E T 6 Do you or any of your subcontractois have, or expect to have, any interest, direct or indirect, in any othor contract in conneclion with this Project? tr tr
* lf the answer to any question is yes, please explain in full below.
I Additional page(s) attached
MN 5s102