HomeMy WebLinkAbout2008 CON Granicus - Video Webcasting Software - Council MeetingsAGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
GRANICUS INC.
THIS AGREEMENT is entered into this 16th day of September, 2008, by and
between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and Granicus
Inc., a California Corporation (the "CONSULTANT").
RECITALS
WHEREAS, the CITY desires to employ a CONSULTANT to provide Media
Manager Software installation and configuration to facilitate council video webcasting.
WHEREAS, the CITY has determined that the CONSULTANT is a Video
Production Software Implementor and is qualified by experience and ability to perform the
services desired by the CITY, and the CONSULTANT is willing to perform such services.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
FOLLOWS:
1. ENGAGEMENT OF CONSULTANT. The CITY hereby agrees to engage
the CONSULTANT and the CONSULTANT hereby agrees to perform the services hereinafter
set forth in accordance with all terms and conditions contained herein.
The CONSULTANT represents that all services required hereunder will be
performed directly by the CONSULTANT or under direct supervision of the CONSULTANT.
2. SCOPE OF SERVICES. The CONSULTANT will perform services as set
forth in the attached Exhibit "A".
The CONSULTANT shall be responsible for all research and reviews related to
the work and shall not rely on personnel of the CITY for such services, except as authorized in
advance by the CITY.
The CITY may unilaterally, or upon request from the CONSULTANT, from time to time
reduce or increase the Scope of Services to be performed by the CONSULTANT under this
Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and
confer for the purpose of negotiating a corresponding reduction or increase in the
compensation associated with said change in services, not to exceed a factor of 15 % from the
base amount.
3. PROJECT COORDINATION AND SUPERVISION.
Ron Williams hereby is designated as the Project Coordinator for the CITY and
will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a
single Project Director to provide supervision and have overall responsibility for the progress
and execution of this Agreement for the CONSULTANT. Matt Mincks thereby is designated as
the Project Director for the CONSULTANT.
4. COMPENSATION AND PAYMENT. The compensation for the
CONSULTANT shall be based on monthly billings covering actual work performed. Billings
shall include labor classifications, respective rates, hours worked and also materials, if any.
The total cost for all work described in Exhibit "A" shall not exceed the schedule given in Exhibit
"A" (the Base amount) without prior written authorization from the IT Manager. Invoices will be
processed for payment and remitted within thirty (30) days from receipt of invoice, provided that
work is accomplished consistent with Exhibit "A" as determined by the CITY.
The CONSULTANT shall maintain all books, documents, papers, employee time
sheets, accounting records, and other evidence pertaining to costs incurred and shall make
such materials available at its office at all reasonable times during the term of this Agreement
and for three (3) years from the date of final payment under this Agreement, for inspection by
the CITY and for furnishing of copies to the CITY, if requested.
5. ACCEPTABILITY OF WORK. The City shall decide any and all
questions which may arise as to the quality or acceptability of the services performed and the
manner of performance, the acceptable completion of this Agreement and the amount of
compensation due. In the event the CONSULTANT/CONSULTANT and the City cannot agree
to the quality or acceptability of the work, the manner of performance and/or the compensation
payable to the CONSULTANT in this Agreement, the City or the CONSULTANT shall give to
the other written notice. Within ten (10) business days, the CONSULTANT and the City shall
each prepare a report which supports their position and file the same with the other party. The
City shall, with reasonable diligence, determine the quality or acceptability of the work, the
manner of performance and/or the compensation payable to the CONSULTANT.
6. LENGTH OF AGREEMENT. The length of this Agreement shall be one
(1) year after the date of execution set forth above. The CITY shall have the option to renew
this Agreement for three (3) terms of one (1) year each. Completion dates or time durations for
specific portions of the Project are set forth in Exhibit "A".
7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda,
Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the
CONSULTANT for this Project, whether paper or electronic, shall become the property of the
CITY for use with respect to this Project, and shall be turned over to the CITY upon completion
of the Project, or any phase thereof, as contemplated by this Agreement.
Contemporaneously with the transfer of documents, the CONSULTANT hereby
assigns to the CITY and CONSULTANT thereby expressly waives and disclaims, any copyright
in, and the right to reproduce, all written material, drawings, plans, specifications or other work
prepared under this agreement, except upon the CITY's prior authorization regarding
reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall,
upon request of the CITY, execute any further document(s) necessary to further effectuate this
waiver and disclaimer.
The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce,
modify, assign, transfer, or in any other way, medium or method utilize the CONSULTANT's
written work product for the CITY's purposes, and the CONSULTANT expressly waives and
disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to
intellectual property and artistic works.
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City's Standard Agreement - June 2008 revision
Any modification or reuse by the CITY of documents, drawings or specifications
prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14
but only with respect to the effect of the modification or reuse by the CITY, or for any liability to
the CITY should the documents be used by the CITY for some project other than what was
expressly agreed upon within the Scope of this project, unless otherwise mutually agreed.
8. INDEPENDENT CONSULTANT. Both parties hereto in the performance
of this Agreement will be acting in an independent capacity and not as agents, employees,
partners or joint venturers with one another. Neither the CONSULTANT nor the
CONSULTANT'S employees are employee of the CITY and are not entitled to any of the rights,
benefits, or privileges of the CITY's employees, including but not limited to retirement, medical,
unemployment, or workers' compensation insurance.
This Agreement contemplates the personal services of the CONSULTANT and
the CONSULTANT's employees, and it is recognized by the parties that a substantial
inducement to the CITY for entering into this Agreement was, and is, the professional
reputation and competence of the CONSULTANT and its employees. Neither this Agreement
nor any interest herein may be assigned by the CONSULTANT without the prior written consent
of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from
employing or hiring as many employees, or subCONSULTANTs, as the CONSULTANT may
deem necessary for the proper and efficient performance of this Agreement. All agreements by
CONSULTANT with its SUBCONSULTANT(s) shall require the SUBCONSULTANT to adhere
to the applicable terms of this Agreement.
9. CONTROL. Neither the CITY nor its officers, agents or employees shall
have any control over the conduct of the CONSULTANT or any of the CONSULTANT's
employees except as herein set forth, and the CONSULTANT expressly agrees not to
represent that the CONSULTANT or the CONSULTANT's agents, servants, or employees are
in any manner agents, servants or employees of the CITY, it being understood that the
CONSULTANT, its agents, servants, and employees are as to the CITY wholly independent
CONSULTANTS and that the CONSULTANT's obligations to the CITY are solely such as are
prescribed by this Agreement.
10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the
performance of the services to be provided herein, shall comply with all applicable State and
Federal statutes and regulations, and all applicable ordinances, rules and regulations of the City
of National City, whether now in force or subsequently enacted. The CONSULTANT, and each
of its subCONSULTANTs, shall obtain and maintain a current City of National City business
license prior to and during performance of any work pursuant to this Agreement.
11. LICENSES, PERMITS, ETC. The CONSULTANT represents and
covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that
are legally required to practice its profession. The CONSULTANT represents and covenants
that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the
term of this Agreement, any license, permit, or approval which is legally required for the
CONSULTANT to practice its profession.
12. STANDARD OF CARE.
A. The CONSULTANT, in performing any services under this
Agreement, shall perform in a manner consistent with that level of care and skill ordinarily
exercised by members of the CONSULTANT'S trade or profession currently practicing under
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Citys Standard Agreement - June 2008 revision
similar conditions and in similar locations. The CONSULTANT shall take all special precautions
necessary to protect the CONSULTANT's employees and members of the public from risk of
harm arising out of the nature of the work anal/or the conditions of the work site.
B. Unless disclosed in writing prior to the date of this agreement, the
CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years
preceding, been debarred by a governmental agency or involved in debarment, arbitration or
litigation proceedings concerning the CONSULTANT'S professional performance or the
furnishing of materials or services relating thereto.
C. The CONSULTANT is responsible for identifying any unique
products, treatments, processes or materials whose availability is critical to the success of the
project the CONSULTANT has been retained to perform, within the time requirements of the
CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly,
unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all
products, materials, processes or treatments identified in the project documents prepared for
the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due
diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any
increased costs that result from the CITY's later inability to obtain the specified items or any
reasonable substitute within a price range that allows for project completion in the time frame
specified or, when not specified, then within a commercially reasonable time.
13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not
discriminate against any employee or applicant for employment because of age, race, color,
ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or
medical condition. The CONSULTANT will take positive action to insure that applicants are
employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation,
marital status, national origin, physical handicap, or medical condition. Such action shall
include but not be limited to the following: employment, upgrading, demotion, transfer,
recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of
compensation, and selection for training, including apprenticeship. The CONSULTANT agrees
to post in conspicuous places available to employees and applicants for employment any
notices provided by the CITY setting forth the provisions of this non-discrimination clause.
14. CONFIDENTIAL INFORMATION. The CITY may from time to time
communicate to the CONSULTANT certain confidential information to enable the
CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT
shall treat all such information as confidential and shall not disclose any part thereof without the
prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such
information, even within its own organization, to the extent necessary to perform the services to
be provided herein. The foregoing obligation of this Section 13, however, shall not apply to any
part of the information that (i) has been disclosed in publicly available sources of information; (ii)
is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of
information; (iii) is already in the possession of the CONSULTANT without any obligation of
confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a
third party, but only to the extent that the use or disclosure thereof has been or is rightfully
authorized by that third party.
The CONSULTANT shall not disclose any reports, recommendations,
conclusions or other results of the services or the existence of the subject matter of this
Agreement without the prior written consent of the CITY. In its performance hereunder, the
CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting
the information or other property of any other person, firm or corporation.
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City's Standard Agreement — June 2008 revision
CONSULTANT shall be liable to CITY for any damages caused by breach of this
condition, pursuant to the provisions of Section 14.
15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT
agrees to defend, indemnify, and hold harmless the City of National City, its officers and
employees, against and from any and all liability, Toss, damages to property, injuries to, or death
of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable
attorneys' fees, and defense costs, of any kind or nature, including workers' compensation
claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT's
negligent performance of this Agreement.
16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all
of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of
California, the applicable provisions of Division 4 and 5 of the California Government Code and
all amendments thereto; and all similar state or Federal acts or Taws applicable; and shall
indemnify, and hold harmless the CITY and its officers, and employees from and against all
claims, demands, payments, suits, actions, proceedings and judgments of every nature and
description, including reasonable attorney's fees and defense costs presented, brought or
recovered against the CITY or its officers, employees, or volunteers, for or on account of any
liability under any of said acts which may be incurred by reason of any work to be performed by
the CONSULTANT under this Agreement.
17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall
purchase and maintain, and shall require its subCONSULTANTs, when applicable, to purchase
and maintain throughout the term of this agreement, the following insurance policies:
❑ A. If checked, Professional Liability Insurance (errors and omissions) with
minimum limits of $1,000,000 per occurrence.
B. Automobile insurance covering all bodily injury and property damage
incurred during the performance of this Agreement, with a minimum coverage of $1,000,000
combined single limit per accident. Such automobile insurance shall include owned, non -owned,
and hired vehicles ("any auto").
C. Commercial general liability insurance, with minimum limits of $1,000,000
per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising
out of its operations under this Agreement.
D. Workers' compensation insurance in an amount sufficient to meet
statutory requirements covering all of CONSULTANT'S employees and employers' liability
insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be
endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided
prior to commencement of work under this Agreement.
E. The aforesaid policies shall constitute primary insurance as to the CITY,
its officers, employees, and volunteers, so that any other policies held by the CITY shall not
contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior
written notice to the CITY of cancellation or material change.
F. Said policies, except for the professional liability and workers'
compensation policies, shall name the CITY and its officers, agents and employees as
additional insureds, and separate additional insured endorsements shall be provided.
G. If required insurance coverage is provided on a "claims made" rather than
"occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years
after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date
must be on or before the date of this Agreement.
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City s Standard Agreement - June 2008 revision
H. Any aggregate insurance limits must apply solely to this Agreement.
I. Insurance shall be written with only California admitted companies which
hold a current policy holder's alphabetic and financial size category rating of not less than A VIII
according to the current Best's Key Rating Guide, or a company equal financial stability that is
approved by the City's Risk Manager. In the event coverage is provided by non -admitted
"surplus lines" carriers, they must be included on the most recent California List of Eligible
Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements.
J. This Agreement shall not take effect until certificate(s) or other sufficient
proof that these insurance provisions have been complied with, are filed with and approved by
the CITY's Risk Manager. If the CONSULTANT does not keep all of such insurance policies in
full force and effect at all times during the terms of this Agreement, the CITY may elect to treat
the failure to maintain the requisite insurance as a breach of this Agreement and terminate the
Agreement as provided herein.
K. All deductibles and self -insured retentions in excess of $10,000 must be
disclosed to and approved by the CITY.
18. LEGAL FEES. If any party brings a suit or action against the other party
arising from any breach of any of the covenants or agreements or any inaccuracies in any of
the representations and warranties on the part of the other party arising out of this Agreement,
then in that event, the prevailing party in such action or dispute, whether by final judgment or
out -of -court. settlement, shall be entitled to have and recover of and from the other party all
costs and expenses of suit, including attorneys' fees.
For purposes of determining who is to be considered the prevailing party, it is
stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall
not be considered in determining the amount of the judgment or award. Attorney's fees to the
prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's
fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual
amount of attorney's fees incurred by the prevailing party.
19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this
Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the
dispute by mediation in San Diego, California, in accordance with the Commercial Mediation
Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The
costs of mediation shall be borne equally by the parties. Any controversy or claim arising out
of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be
settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration
Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the
parties, and a judgment thereon may be entered in any court having jurisdiction over the subject
matter of the controversy. The expenses of the arbitration shall be borne equally by the parties
to the arbitration, provided that each party shall pay for and bear the costs of its own experts,
evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part
thereof against a specified party as part of the arbitration award.
20. TERMINATION. A. This Agreement may be terminated with or without
cause by the CITY. Termination without cause shall be effective only upon 60-day's written
notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all
services in accordance with this Agreement.
B. This Agreement may also be terminated immediately by the CITY for
cause in the event of a material breach of this Agreement, misrepresentation by the
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City's Standard Agreement — June 2008 revis!on
CONSULTANT in connection with the formation of this Agreement or the performance of
services, or the failure to perform services as directed by the CITY.
C. Termination with or without cause shall be effected by delivery of written
Notice of Termination to the CONSULTANT as provided for herein.
D. In the event of termination, all finished or unfinished Memoranda Reports,
Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT,
whether paper or electronic, shall immediately become the property of and be delivered to the
CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for
any work satisfactorily completed on such documents and other materials up to the effective
date of the Notice of Termination, not to exceed the amounts payable hereunder, and Tess any
damages caused the CITY by the CONSULTANT's breach. if any. Thereafter, ownership of
said written material shall vest in the CITY all rights set forth in Section 6.
E. The CITY further reserves the right to immediately terminate this
Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a
reorganization of the CONSULTANT for the benefit of creditors; or (3) a business
reorganization, change in business name or change in business status of the CONSULTANT.
21. NOTICES. All notices or other communications required or permitted
hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail
(Federal Express or the like); or sent by registered or certified mail, postage prepaid, return
receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or
delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the
earlier of (i) if personally delivered, the date of delivery to the address of the person to receive
such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight
mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if
the address is outside the State of California) after the date of deposit in a post office, mailbox,
mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if
given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or
(v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand,
direction or other communication delivered or sent as specified above shall be directed to the
following persons:
To CITY:
To CONSULTANT:
Ron Williams
IT Manager
MIS
City of National City
1243 National City Boulevard
National City, CA 91950-4301
Granicus Inc.
568 Howard Street, Suite 300
San Francisco, CA 94105
Notice of change of address shall be given by written notice in the manner
specified in this Section. Rejection or other refusal to accept or the inability to deliver because
of changed address of which no notice was given shall be deemed to constitute receipt of the
notice, demand, request or communication sent. Any notice, request, demand, direction or
other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within
forty-eight (48) hours by letter mailed or delivered as specified in this Section.
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City's Standard Agreement - June 2008 revision
22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT
OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform
services of any kind for any person or entity whose interests conflict in any way with those of
the City of National City. The CONSULTANT also agrees not to specify any product, treatment,
process or material for the project in which the CONSULTANT has a material financial interest,
either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at
all times comply with the terms of the Political Reform Act and the National City Conflict of
Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official
position to influence in any way any matter coming before the CITY in which the CONSULTANT
has a financial interest as defined in Government Code Section 87103. The CONSULTANT
represents that it has no knowledge of any financial interests that would require it to disqualify
itself from any matter on which it might perform services for the CITY.
❑ If checked, the CONSULTANT shall comply with all of the reporting
requirements of the Political Reform Act and the National City Conflict of Interest Code.
Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk
of the City of National City in a timely manner on forms which the CONSULTANT shall obtain
from the City Clerk.
The CONSULTANT shall be strictly liable to the CITY for all damages, costs or
expenses the CITY may suffer by virtue of any violation of this Paragraph 21 by the
CONSULTANT.
23. USE OF MEDIA MANAGEMENT SOFTWARE. CONSULTANT agrees
to provide the CITY with a revocable, non -transferable and non-exclusive account to access the
Media Management Software; and grants the CITY a revocable, non-sublicensable, non-
transferable and non-exclusive right to use the Media Management Software. The Media
Management Software is proprietary to CONSULTANT, and protected by intellectual property
laws and international intellectual property treaties. The CITY's access to, and use of the
Media Management Software is licensed and not sold. The CITY is responsible for any
applicable costs and taxes associated with its use of the Services, or use of the Services
through its account.
Cancellation of CITY's Managed Services will also result in the immediate
termination of CITY's Media Management Software license.
24. MISCELLANEOUS PROVISIONS.
A. Computation of Time Periods. If any date or time period provided for in
this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such
date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a
Saturday, Sunday or federal, state or legal holiday.
B. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which, together, shall constitute but one
and the same instrument.
C. Captions. Any captions to. or headings of, the sections or subsections of
this Agreement are solely for the convenience of the parties hereto, are not a part of this
Agreement, and shall not be used for the interpretation or determination of the validity of this
Agreement or any provision hereof.
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City's Standard Agreement - June 2008 revision
D. No Obligations to Third Parties. Except as otherwise expressly provided
herein, the execution and delivery of this Agreement shall not be deemed to confer any rights
upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto.
E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are
hereby incorporated herein by this reference for all purposes.
F. Amendment to this Agreement. The terms of this Agreement may not be
modified or amended except by an instrument in writing executed by each of the parties hereto.
G. Waiver. The waiver or failure to enforce any provision of this Agreement
shall not operate as a waiver of any future breach of any such provision or any other provision
hereof.
H. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
I. Entire Agreement. This Agreement supersedes any prior agreements,
negotiations and communications, oral or written, and contains the entire agreement between
the parties as to the subject matter hereof. No subsequent agreement, representation, or
promise made by either party hereto, or by or to an employee, officer, agent or representative
of any party hereto shall be of any effect unless it is in writing and executed by the party to be
bound thereby.
J. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the successors and assigns of the parties hereto.
K. Construction. The parties acknowledge and agree that (i) each party is of
equal bargaining strength, (ii) each party has actively participated in the drafting, preparation
and negotiation of this Agreement, (iii) each such party has consulted with or has had the
opportunity to consult with its own, independent counsel and such other professional advisors
as such party has deemed appropriate, relative to any and all matters contemplated under this
Agreement, (iv) each party and such party's counsel and advisors have reviewed this
Agreement, (v) each party has agreed to enter into this Agreement following such review and
the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are
to be resolved against the drafting party shall not apply in the interpretation of this Agreement,
or any portions hereof, or any amendments hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first above written.
CITY OF N)TIONAL CITY GRANICUS INC.
:27 .‘Th
By: By: �0i./�J��
n Mor i�son, or Name
APPROVED AS TO FORM:
Tom Spengler
(Print)
CEO
(Title)
By: -Lim
George H. Eiser, III (Name)
City Attorney Emery Jones
(Print)
CFO
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City's Standard Agreement — June 2008 revision
EXHIBIT A: SCOPE OF SERVICES
• Install/Configure Media Manager Software to support live content video streaming
services.
• Provide Monthly Managed Services with unlimited bandwidth for accessing live and
archived videos.
• 4 Days On -site training
• 24/7 Customer Service Portal
Software Modules
MediaManager Enterprise Access $2,250.00
MediaManager $4,500.00
MinutesMaker (1 Meeting Body) $2,250.00
Outcast Encoder Software (1 License) $450.00
Sales Tax 8.75 % $826.87
Software Subtotal $10,276.88
Professional Services
Software Installation and Configuration $3,667.50
(2) - Document Templates $1,350.00
On -Site Training (4 Days) $7,100.00
Phone/Web Training (2 Hours) $300.00
(1) - Player Template $675.00
(1) - View Template $675.00
Sales Tax 8.75 % $0.00
Professional Services Subtotal $13,767.50
Hardware Components
(1) - Outcast Encoder $2,275.00
(1) - Osprey 230 Video Capture Card $450.00
Sales Tax 8.75 % $238.44
Hardware Subtotal $2,963.44
Shipping $150.00
Total Sales Taxt 8.75 % $1,065.31
Total Up -Front Software, Professional Services &Hardware $27,157.81
Monthly managed services $1477.35/month
City's Standard Agreement — June 2008 revision
ACORD CERTIFICATE OF LIABILITY INSURANCE
8/29/2o 8 '
PRODUCER (415) 898-1600 FAX: (415) 898-3922
Anixter & Oser, Inc.
205 San Marin Dr
License 0E28888
Novato CA 94945-1227
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
INSURERS AFFORDING COVERAGE
NAIC #
INSURED
Granicus, Inc.
568 Howard Street 3rd Floor
San Francisco CA 94105
INSURER A: Hartford Casualty Ins Co
29424
INsuRERB:Hartford Fire Ins Co
00914
INsuRERc:Hartford Fire Ins Co
19682
INSURERD
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY
REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,
THE INSURANCE AFFORDED BY THE POL CIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.
AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
IR
LTR
LT
JNSRDM/ TYPE OF INSURANCE
JNSRD
POLICY NUMBER
POUCY EFFECTIVE
DATE (MD/YY)
POLICY EXPIRATION
DATE ( M/DD/YY)
LIMITS
A
X
GENERAL
X
LIABILITY
COMMERCIAL GENERAL LIABILITY
57SBAAT7447
12/13/2007
12/13/2008
EACH OCCURRENCE
$ 2,000,000
DAMAGE TO RENTED
PREMISES IEa occurrence)
Sn ,n00
0.
MED EXP (Any one person)
$ 10,000
CLA'\ISMADE
X
OCCUR
PERSONAL 8 ADV INJURY
$ 2,000,000
GENERAL AGGREGATE
$ 4,000,000
PRODUCTS - COMP/OP AGG
S 4,000,000
GEN'L
AGGREGATE LIMIT APPLIES PER:
PROT IxILOC
POLICY FlJEG
,-
AUTOMOBILE
X
X
LIABILITY
57SBAAT7447
12/13/2007
12/13/2008
COMBINED SINGLE LIMIT
(Ea accident)
$ 2,000,000
BODILY INJURY
(Per person)
$
BODILY INJURY
(Per accident)
S
PROPERTY DAMAGE
(Per accident)
$
GARAGE
UABILITY
ANY AUTO
AUTO ONLY - EA ACCIDENT
$
OTHER THAN EA ACC
$
AUTO ONLY: AGG
S
A
EXCESS/UMBRELLA
X I
LIABILITY
OCCUR I 1 CLAIMS MADE
57SBAAT7447
12/13/2007
12/13/2008
EACH OCCURRENCE
$ 1,000,000
AGGREGATE
S 1,000,000
$
$
$
B
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICi'P.MFMBEREXCLUDED?
If yes, descnbe under
SPECIAL PROVISIONS below
57WECTY9538
12/1/2007
12/1/2008
X 70C STAMS
OH -
E L. EACH ACCIDENT
$ 1,000,000
E.L. DISEASE - EA EMPLOYEE
$ 1,000,000
E L DISEASE - POLICY LIMIT
$ 1,000,000,
C
OTHER ERRORS & OMISSIONS
LIABILITY
Claims Made
00TE0239592
Retro date 1/08/2003
12/13/2007
12/13/2008
Aggregate 1,000,000
DEDUCTIBLE 10,000
DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
*The City of National City, its elected officials, officers, agents and employees are included as Additional Insured
per Hartford policy form SS0449. *Exception 10 day notice of cancellation due to nonpayment of premium.
CERTIFICATE HOLDER
CANCELLATION
City Attorney's Office
Attn: Ginny Orcutt
1243 National City Blvd
National City, CA 91950-4301
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL
* 3 0 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT
FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE
INSURER, ITS AGENTS OR REPRESENTATIVES.
ACORD 25 (2001/08)
INS025 (0108).08a
AUTHORIZED REPRESENTATIVE
LW/AZ-CORD CORPORATION 1988
Pace 1 of 2
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this
certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an
endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such
endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this fcr,n does not constitute a contract between the issuing
insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively
amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25 (2001/08)
INS025 (oioe>.08a
Page 2 of 2
7111111111.1"1111
Hu
Sa
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - DESIGNATED PERSON OR
ORGANIZATION
This endorsement modifies insurance provided under the following 57 SBA AT7447
BUSINESS LIABILITY COVERAGE FORM
C. Who is an insured in the BUSINESS LIABILITY or losses covered under the
BUSINESS
C Who is an insured in the BUSINESS LIABILITY COVERAGE FORM is amended
to include as an insured the person or organization shown in the Declarations but
only with respect to liability arising out of the operations of the named insured.
For losses covered under the BUSINESS LIABILITY COVERAGE of this policy this
insurance is primarily to other valid and collective insurance which is available to the
person or organization shown in the Declarations as an Additional Insured.
Named Insured:
Additional Insured:
Granicus, Inc.
Policy No. 57SBAAT7447
12/13/2007-2008
The City of National City, its elected officials, officers, agents and employees
FORM SS 04 49 05 93 Printed in U.S.A. (NS)
Copyright, Hartford Fire Insurance Company, 1993
*0100057TY95380408
MCIMMIN
illiG
it
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF OUR RIGHT TO RECOVER FROM
OTHERS ENDORSEMENT - CALIFORNIA
Policy Number. 57 WEC TY9538 Endorsement Number: 02
Effective Date: 0 8 / 14 / 0 8 Effective hour is the same as stated on the Information Page of the policy.
Named Insured and Address: GRANICUS INC
568 HOWARD ST FL 3
SAN FRANCISCO, CA 94105
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not
enforce our right against the person or organization named in the Schedule. (This agreement applies only to the
extent that you perform work under a written contract that requires you to obtain this agreement from us.)
You must maintain payroll records accurately segregating the remuneration of your employees while engaged in
the work described in the Schedule.
The additional premium for this endorsement shall be
premium otherwise due on such remuneration.
SCHEDULE
2 % of the California workers' compensation
Person or Organization Job Description
CITY ATTORNEY'S OFFICE
1243 NATIONAL CITY BLVD
NATIONAL CITY, CA 91950
Countersigned by
Form WC 04 03 06 (1) Printed in U.S.A.
Process Date: 0 8/ 2 7/ 0 8
Authorized Representative
Policy Expiration Date: 12/01/08
4>
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
M
Policy Number: 57 WEC TY9538 Endorsement Number: 02
Effective Date: 08/14/08 Effective hour is the same as stated on the Information Page of the policy.
Named Insured and Address: GRANICUS INC
*0100057TY95380408
568 HOWARD ST FL 3
SAN FRANCISCO, CA 94105
T:-E POLICY IS AMENDED TO PROVIDE COVERAGE BY THE FOLLOWING INSURERS
IN THE FOLLOWING JURISDICTIONS:
INSURER JURISDICTION
HARTFORD FIRE INSURANCE COMPANY 13269 CA
HARTFORD PLAZA, HARTFORD, CONNECTICUT 06115
HARTFORD UNDERWRITERS INSURANCE COMPANY 10456 NJ TX
HARTFORD PLAZA, HARTFORD, CONNECTICUT 06115
TWIN CITY FIRE INSURANCE COMPANY 14974 GA NV OR
HARTFORD PLAZA, HARTFORD, CONNECTICUT 06115
THE COVERAGE PROVIDED IN EACH JURISDICTION IS WITH RESPECT TO THE LOCATIONS
OF THE NAMED INSURED IN THAT JURISDICTION IN ACCORDANCE WITH THE WORKERS'
COMPENSATION LAW OF THAT JURISDICTION. AS USED IN THIS POLICY, "COMPANY,"
"WE," "US" AND "OUR" MEAN THE MEMBER INSURANCE COMPANIES OF THE HARTFORD
INSURANCE GROUP COLLECTIVELY PROVIDING THIS INSURANCE.
Nothing herein contained shall be held to vary, waive, alter, or extend any of the terms, conditions, agreements or
information of the policy, other than as herein stated.
This endorsement shall not be binding unless countersigned by a duly authorized agent of the company, provided that if
this endorsement takes effect as of the effective date of the policy and, at issue of said policy, forms a part thereof,
countersignature on the Information Page of said policy by a duly authorized agent of the company shall constitute valid
countersignature of this endorsement.
Countersigned by
Authorized Representative
Form G-2240-2DT Printed in U.S.A.
Process Date: 0 8 / 2 7 / 0 8 Policy Expiration Date: 12 / 01 / 0 8
RESOLUTION NO. 2008 — 194
RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF NATIONAL CITY
AUTHORIZING THE MAYOR TO EXECUTE
AN AGREEMENT IN THE AMOUNT OF $44,887 WITH
GRANICUS, INC. TO PROVIDE MANAGED SERVICES
WITH UNLIMITED BANDWIDTH FOR VIDEO
LIVECASTS AND DISTRIBUTION
WHEREAS, the City desires to employ a consultant to provide media manager
software installation and configuration to facilitate City Council video webcasting; and
WHEREAS, the City has determined that Granicus, Inc., is qualified by
experience and ability to perform the services desired by the City, and Granicus, Inc., is willing
to perform such services.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
National City hereby authorizes the Mayor to execute an agreement with Granicus, Inc., to
provide media manager software installation and configuration to facilitate City Council video
webcasting. Said Agreement in on file in the office of the City Clerk.
PASSED and ADOPTED this 16th day of Septem•e 2008.
on Morrison, Mayor
ATTEST:
neiritA
f
Mic ael R. Dalla, Ci y Clerk
APPROVED AS TO FORM:
George H. Eiser, III
City Attorney
Passed and adopted by the Council of the City of National City, California, on
September 16, 2008 by the following vote, to -wit:
Ayes: Councilmembers Morrison, Parra, Ungab, Zarate.
Nays: None.
Absent: Councilmember Natividad.
Abstain: None.
AUTHENTICATED BY:
RON MORRISON
Mayor of the City of National City, California
City ty of Nattional City, California
Ierk of the
By:
Deputy
I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of
RESOLUTION NO. 2008-194 of the City of National City, California, passed and
adopted by the Council of said City on September 16, 2008.
City Clerk of the City of National City, California
By:
Deputy
City of National City, California
COUNCIL AGENDA STATEMENT
MEETING DATE September 16, 2008
AGENDA ITEM NO.
12
ITEM TITLE
Resolution of the City Council of the City of National City authorizing the Mayor to execute an agreement in the
amount of $44887 with Granicus Inc. to provide managed services with unlimited bandwidth for video livecasts of
city council meetings.
PREPARED BY DEPARTMENT
Ron Williams MIS
(Ext. 4373)
EXPLANATION
Granicus Inc. provides a specialized managed service with unlimited bandwidth for local governments to facilitate
livecast video feeds to the public through the internet.
Environmental Review V N/A
Financial Statement
Approved By:
C.
finance Director
Account No. 630-409-500-598-8031
STAFF RECOMMENDATION
Adopt the Resolution
BOARD / COMMISSION RECOMMENDATION
ATTACHMENTS ( Listed Below) Resolution No.
Attachment 1: Contract
A-200 (9/99)
City of National City
Office of the City Clerk
1243 National City Boulevard, National City, CA 91950-4397
Michael R. Dalla, CMC - City Clerk
(619) 336-4228 Fax: (619) 336-4229
September 22, 2008
Mr. Tom Spengler
CEO
Granicus, Inc.
568 Howard Street, Suite 300
San Francisco, CA 94105
Dear Mr. Spengler,
On September 16m, 2008, Resolution No. 2008-194 was passed and adopted by
the City Council of the City of National City, authorizing execution of an
agreement with Granicus, Inc.
We are forwarding for your records a certified copy of the above Resolution and
a fully executed copy of the agreement.
Michael R. Dalla, CMC
City Clerk
Enclosures
cc: MIS Dept.
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