1 THIRD MODIFICATION OF AGREEMENT NO. 10052 (CCS)
This THIRD Modification of Agreement Number 10052 (CCS) (“Third Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Granicus, Inc. (“Granicus”) is made with reference to the following:
RECITALS
A. On or about June 3, 2015, the City and Granicus entered into Agreement Number 10052 (CCS) for Live streaming Audio/Video on Demand and Maintenance of Video Portal Web Pages (“Original Agreement”).
B. On or about January 4, 2016 the City and Granicus entered into a First Modification of Agreement Number 10052 (CCS) (“First Modification”) which included additional services to be performed by Granicus, and increased the contract price to pay for those additional services to not exceed $129,432.
C. The City extended the Term of the Agreement for four additional one-year terms ending on June 30, 2020. The Agreement does not permit additional extensions to the term without modification.
D. On or about June 3, 2020 the City and Granicus entered into a Second Modification of Agreement Number 10052 (CCS) (“Second Modification”) which included: for one additional one year term subject to the current not to exceed limit of $129,463 remaining in place and to include additional services to be performed by Granicus. The Original Agreement as modified by the First Modification and the Second Modification are referred to collectively herein as “the Agreement.” E. While the City and Granicus were negotiating the Third Modification, the Agreement expired on June 30, 2021.
F. The City and Granicus desire to reinstate and amend the Agreement as if it had not expired, to extend the Term of the Agreement to June 30, 2022, to include additional services to be performed by Granicus during the extended Term, and to provide for additional compensation to Granicus for the additional services during the extended Term.
TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Agreement as follows:
1. Section 1 of the Agreement entitled “Term,” including subsection 1.1 Options to Extend, shall be deleted in its entirety and replaced with the following paragraph:
Term. This Agreement begins on the Execution Date and terminates on June 30, 2022 unless terminated earlier as set forth in the Agreement or extended by the parties in writing.
DocuSign Envelope ID: 4CE24CEF-6D20-4977-8FFE-5597FEDA2EAD 7/22/2021
2 2. Section 2 of the Agreement entitled “Granicus Services” shall be modified by adding the following paragraph:
Additional 2021-2022 Services. Granicus will perform all of the additional services (“Additional 2021-2022 Services”) as described in Exhibit A-3. Granicus will complete the “Additional 2021-2022 Services in accordance with Exhibit B-3, Budget.
3. Section 4 of the Agreement entitled “Compensation” shall be modified by adding the following paragraph:
Compensation. The City will compensate Granicus for the Additional 2021-2022 Services in an amount not to exceed $28,408.50, as set forth in Exhibit B-3. The total compensation for all Services provided by Granicus pursuant to the Agreement and this Third Modification shall not exceed $157,871.50.
4. Section 10.1 of the Agreement entitled “Indemnification” shall be modified to add the following to the end of the second to last paragraph: “Except for Granicus’ indemnification obligations for third party infringement claims or for third party claims of personal injury, injury to tangible property or wrongful death resulting from negligence or willful misconduct, in no event will Granicus’ entire liability to the City under this Agreement exceed the greater of two (2) times the fees paid by the City to Granicus in the twelve (12) months prior to the claim, or Five Hundred Thousand Dollars ($500,000).”
5. Exhibit A-3 and Exhibit B-3 are attached hereto and incorporated herein by this reference.
6. Except as expressly modified by this Third Modification, all other terms and conditions of the Agreement shall be and remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Third Modification as of the date and year first written above.
DocuSign Envelope ID: 4CE24CEF-6D20-4977-8FFE-5597FEDA2EAD 3 ATTEST:
______________________________
DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
LANE DILG
City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
RICK COLE
City Manager
ABC Corporation
#VENDOR
By: _______________________________
DocuSign Envelope ID: 4CE24CEF-6D20-4977-8FFE-5597FEDA2EAD Interim City Attorney
7/21/2021
George S. Cardona
Granicus
Manager of Business and Contracts
Jessica Yang
7/21/2021
John Jalili
Interim City Manager
7/22/2021
City Clerk
8/2/2021
Denise Anderson-Warren
4 Exhibit A-3, Additional 2021/2022 Services
DocuSign Envelope ID: 4CE24CEF-6D20-4977-8FFE-5597FEDA2EAD 5 Exhibit B-3, Budget
The City will compensate Granicus for the Additional 2021-2022 Services in an amount not to exceed $28,408.50, as set forth below. The total compensation for all Services provided by Granicus pursuant to the Agreement and this Third Modification shall not exceed $157,871.50.
DocuSign Envelope ID: 4CE24CEF-6D20-4977-8FFE-5597FEDA2EAD