CC SR 20190416 H - Granicus Contract ExtensionRANCHO PALOS VERDES CITY COUNCIL MEETING DATE: 04/16/2019
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA DESCRIPTION:
Consideration and possible action to authorize the City Manager to sign a second
amendment to the Granicus contract extending the term until June 30, 2019
RECOMMENDED COUNCIL ACTION:
(1) Authorize the City Manager to sign the amendment to extend the Granicus
contract until June 30, 2019
FISCAL IMPACT: None. There is sufficient funding in the budget if the contract is
extended to the end of the fiscal year.
Amount Budgeted: $12,000
Additional Appropriation: N/A
Account Number(s): 101-400-1470-5201
ORIGINATED BY: Lukasz Buchwald, IT Manager
REVIEWED BY: Gabriella Yap, Deputy City Manager
APPROVED BY: Doug Willmore, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. Granicus Amendment No. 2 (page A-1)
BACKGROUND
On October 14, 2014, the City of Rancho Palos Verdes entered into a contract with
Granicus Inc. to provide streaming and agenda services for City meetings. The original
contract expired on April 14, 2019; however, there was no language to allow for the
extension of the term by mutual agreement. (Link to Granicus agreement:
https://documents.rpvca.gov/weblink/0/doc/65148/Page1.aspx). Staff recommends
amending the contract to continue services and extend the current contract until June
30, 2019, to make the billing cycle coterminous with the City’s budget cycle. The cost to
extend the contract is $2,700, which is consistent with our current rate, and the funding
is already in this year’s budget.
A new contract will be negotiated with Granicus Inc. to provide services starting July 1,
2019 and beyond.
1
AMENDMENT NO.2
TO AGREEMENT FOR CONTRACTUAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES
("Amendment No. 2") by and between the CITY OF RANCHO PALOS VERDES ("City") and
GRANICUS, INC., a California corporation ("Contractor") (collectively, the "Parties") is
effective as ofthe 14th day of April, 2019.
RECITALS
A. The Parties entered into that certain Agreement for Contractual Services dated
October 15, 2014 through April 14, 2019 ("Agreement"), whereby Contractor agreed to provide
streaming media solutions in order to provide the City with a live feed of City Council meetings
(the "Services").
B. The Parties wish to alter certain aspects of the Agreement, such as the services
covered and the amount of fees charged
C. While the Parties negotiate a new contract they desire to continue the current services
through June 30, 2019, for an additional compensation of $2,700.
TERMS
1. Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in strikethrough and added text in bold italics.
(a) Section 3.2 is amended to read:
"3.2 Fifty percent (50%) of all up -front fees for all product suites are due upon
Granicus' receipt of a purchase order. The remaining fifty percent (50%) of up -front fees
for each product suite are due upon completion of deployment for that suite. Quarterly
billing for Managed Services for associated product suites shall begin upon completion of
deployment of each suite. Client will be invoiced a pro -rated amount from the product
suite deployment completion date through the end of the quarter. Thereafter, Client will
be billed each January I, April 1, July 1, and October 1. Client agrees to pay all invoices
from Granic us within thirty ( 30) days of receipt of invoice. Client acknowledges that
each suite is fully operational separate from the other purchased suites. Client' s
acceptance of any individual suite is not conditioned upon the acceptance of any other
suite as they are separate solutions.
For the services provided from April I, 2019 through June 30, 2019, the Client will be
billed the monthly fee as described in Exhibit A of one thousand fifty-four dollars and
eighty-one cents ($1054.81) a month, for an additional sum of three thousand one
hundred sixty-four dollars and forty-three cents ($3,164.43). The Client will be billed by
invoice delivered on or about April I, 2019.
A-1
For Open Platform, Government Transparency, and Meeting Efficiency Suites,
deployment is complete once the software is installed, tested and deemed by Granicus to
be ready for Client' s use and all items on Deployment Checklist have been completed.
The Deployment Checklist is attached hereto as Exhibit G and incorporated herein by
reference. The Client will have 2 weeks to test and accept milestones. Any problems will
either be accepted or reported to Granicus for resolution. Any milestone not responded to
within 2 weeks will be automatically accepted."
(b) Section 3.3 is amended to read:
"3. 3 Granicus, Inc. shall send all invoices to:
Name:
Title:
Dan Landon Lukasz Buchwald
IT Manager
Address: City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
And by email to: accountspayable@rpvca.gov and lbuchwald@rpvca.gov"
(c) Section 8.1 is amended to read:
"8. I The term of this Agreement shall commence on the date hereof and shall continue
in full force and effect until June 30, 2019. for eighteen (18) months after the date
hereof. This Agreement shall automatically renev,r for an additional three (3) terms of one
(1) year each, unless either party notifies the other in writing at least thirty (30) days prior
to such automatic renewal that the pmiy does not wish to renevv' this Agreement."
(d) Section 12.8, entitled "Notice", is amended to read:
"12. 8 Notice
Except as otherwise required by law, any notice, request, direction, demand,
consent, waiver, approval or other communication required or permitted to be given
hereunder shall not be effective unless it is given in writing and shall be delivered (a) in
person or ( b) by certified mail, postage prepaid, and addressed to the parties at the
addresses stated below, or at such other address as either party may hereafter notify the
other in writing as aforementioned:
01203.0006/542789.1
To CITY:
Responsible Person:
Dan Landon Lukasz Buchwald, Information Technology Manager ( IT Manager)
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
To CONSULTANT:
-2-
A-2
Responsible Person:
Mark Spengler (CEO)
Granicus, Inc.
600 Harrison St.
San Francisco, CA 941 07"
Mark Hynes
1999 Broadway, Suite 3600
Denver, Colorado 80202
(e) Section 12.9, entitled "Counterparts.", is added to read
12.9 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument. "
2. Continuing Effect of Agreement. Except as amended by this Amendment No. 2,
all provisions of the Agreement shall remain unchanged and in full force and effect. From and
after the date of this Amendment No.2, whenever the term "Agreement" appears in the Agreement,
it shall mean the Agreement, as amended by this Amendment No. 2 to the Agreement.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Contractor each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement. Each party represents and warrants to the other that there have been
no written or oral modifications to the Agreement other than as provided herein. Each party
represents and warrants to the other that the Agreement is currently an effective, valid, and binding
obligation.
Contractor represents and warrants to City that, as of the date of this Amendment No. 2,
City is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement.
City represents and warrants to Contractor that, as of the date of this Amendment No. 2,
Contractor is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement.
4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No. 2.
5. Authority. The persons executing this Amendment No.2 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this
Amendment No.2, such patiy is formally bound to the provisions of this Amendment No.2, and
(iv) the entering into this Amendment No.2 does not violate any provision of any other agreement
to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
012030006/542789.1 -3-
A-3
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.2 on
the date and year first-above written.
ATTEST:
Emily Colborn, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Doug Willmore, City Manager
CONTRACTOR:
GRANICUS, INC.
By:
By:
Title: Vice President of Professional
e:l·ic Gib;;n
Title: CFO
Address: Granicus
1999 Broadway, Suite 3600
Denver, Colorado 80202
Two corporate officer signatures required when Contractor is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY.
01203.0006/542789.1 -4-
A-4
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
COUNTYOF~XN~~DENVER
On March 26 , 2019 before me, Breanna Hadley , personally appeared Nick Harris , proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies ), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
OPTIONAL
BREANNA C HADLEY
Notary Public
State of Colorado
Notary I D # 201 84045501
My Commission Expires 11 -28 -2022
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
0 INDIVIDUAL
0 CORPORATE OFFICER
TITLE(S)
PARTNER(S) D
D
ATTORNEY-IN-FACT
TRUSTEE(S)
LIMITED
GENERAL
0
0
0
0
0
GUARDIAN/CONSERVATOR
OTHER ___________ _
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
012030006/5422621
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
A-5
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF ~ROl~lXJA\.COLORADO
COUNTY OF N~XNiliK~ DENVER
On March 26 , 2019 before me, Breanna Hadley personally appeared Eric Gibson , proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct. BREANNA C HADLEY
WITNESS my hand and official seal.
Sign""'" x£,"M -.. tf:~
Notary Pub lic
State of Co lo rado
Notary ID # 20184045501
My Commission Expires 11 -28-2022
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
0 INDIVIDUAL
0 CORPORATE OFFICER
0
0
0
0
0
TITLE(S)
PARTNER(S) 0
0
LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER ______________________ __
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01203 0006/542262.1
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SlGNER(S) OTHER THAN NAMED ABOVE
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