HomeMy WebLinkAboutAGENDA REPORT 2018 1017 REG CCSA ITEM 10ICITY OF MOORPARK,
CALIFORNIA
City Council Meeting
of 10.17.2018
ACTION Approved staff
recommendation
BY M. Benson
I. Consider Amendment No. 1 to 2015 Agreement between the City of Moorpark
and Granicus, Inc., for Hardware and Software Maintenance and Managed
Services. Staff Recommendation: Authorize the City Manager to sign
Amendment No. 1 to the Agreement between the City of Moorpark and Granicus,
Inc., for hardware and software maintenance and managed services , subject to
final language approval by the City Manager.
Item: 10.I.
MOORPARK CITY COUNCIL
AGENDA REPORT
TO: Honorable City Council
FROM: Atanas Beltchev, Information Systems Manager
DATE: 10/17/2018 Regular Meeting
SUBJECT: Consider Amendment No. 1 to 2015 Agreement between the City of
Moorpark and Granicus, Inc., for Hardware and Software
Maintenance and Managed Services
BACKGROUND AND DISCUSSION
In September 2005, the City entered into the initial Agreement with Granicus, Inc., for
streaming and distribution of live and archived video and audio content, including
broadcast of public meetings (such as City Council meetings) and City’s government
channel on the City’s website. At that time, Granicus provided the City with an analog
encoding appliance, a public meeting software subscription, and managed services
(components combined together under the name Government Transparency Suite)
including technical support. The 2005 Agreement established a recurring monthly fee of
$950 for all managed services.
On November 18, 2015, the City entered into a new three-year Agreement with
Granicus, Inc. for replacement of the old analog encoding appliance with a new digital
encoder appliance, subscription to Granicus Open Platform\Government Transparency
Suite, and continued managed services and support. The 2015 Agreement established
additional recurring monthly fee of $500 for the subscription to Granicus Open
Platform\Government Transparency Suite in addition to the previously established
recurring monthly fee of $950 for the Government Transparency Suite for total recurring
monthly fees of $1,450.
The 2015 Agreement between the City of Moorpark and Granicus will expire on October
31, 2018, and staff is requesting a one-year extension of the Agreement. If Amendment
No. 1 to the Agreement is approved, the recurring monthly fee for all managed services
provided by Granicus will increase by 5 percent (5%), or $72.50 per month for total
amount of $1,522.50 per month for the remainder of the term. The proposal for the
revised monthly fee is included as a new Exhibit D for the proposed Amendment No. 1
to the Agreement. Amendment No. 1 incorporates language changes for the TERM,
SCOPE OF SERVICES, PAYMENT, and INSURANCE REQUIREMENTS for the
Item: 10.I.
384
Honorable City Council
10/17/18, Regular Meeting
Page 2
Agreement. The proposed Amendment will not change the scope of work or services
provided by Granicus. The termination language in the Agreement allows the City to
terminate the Agreement with or without cause with 10 days written notice. During the
one-year extension period, staff will be investigating other options to determine if
Granicus services remain the best fit for the City of Moorpark.
FISCAL IMPACT
The adopted Fiscal Year 2018-19 budget includes sufficient funds to cover the
estimated cost of $18,270 to pay for monthly managed services and technical support
for this current fiscal year. No additional appropriation is required at this time.
STAFF RECOMMENDATION
Authorize the City Manager to sign Amendment No. 1 to the Agreement between the
City of Moorpark and Granicus, Inc., for hardware and software maintenance and
managed services, subject to final language approval by the City Manager.
Attachment: Amendment No. 1 (including Revised Exhibit A and new Exhibit D)
385
AMENDMENT NO. 1
TO 2015 AGREEMENT BETWEEN THE CITY OF MOORPARK AND
GRANICUS, INC., FOR HARDWARE AND SOFTWARE
MAINTENANCE AND MANAGED SERVICES
This Amendment No. 1 to the 2015 Agreement between the City of Moorpark, a
municipal corporation (“City”), and Granicus, Inc., a corporation (“Granicus”), for
hardware and software maintenance and managed services (“Agreement”), is made
and entered into on this ___ day of _______________, 2018.
RECITALS
WHEREAS, on November 18, 2015, the City and Granicus entered into an
Agreement to have Granicus provide hardware and software maintenance and
managed services; and
WHEREAS, the City and Granicus now desire to amend the Agreement to
extend the Term to October 31, 2019, increase the compensation for Scope of Services
to be performed by Granicus from sixty-four thousand four hundred dollars ($64,400.00)
by a value of eighteen thousand two hundred seventy dollars ($18,270.00) for a total
contract value of eighty-two thousand six hundred seventy dollars ($82,670.00), and
incorporate minor edits to the insurance requirements, and document said agreement to
amend by jointly approving Amendment No. 1 to the Agreement.
NOW, THEREFORE, it is mutually agreed by and between the parties to the
Agreement as follows:
I. Section 3, TERM, is amended by replacing this section in its entirety as follows:
“The term of this Agreement shall be from July 1, 2015 to October
31, 2019, unless this Agreement is terminated or suspended pursuant to
this Agreement.”
II. Section 4, SCOPE OF SERVICES, is amended by replacing this section in its
entirety as follows:
“City does hereby retain Granicus, as an independent contractor, in
a contractual capacity to provide monthly hardware and software
maintenance and managed services, as set forth in Exhibit B. In the event
there is a conflict between the provisions of Exhibit B and this Agreement,
the language contained in this Agreement shall take precedence.
Granicus shall perform the tasks described and set forth in Exhibit B.
Granicus shall complete the tasks according to the list of Professional
Services, which is also set forth in Exhibit B.
386
Compensation for the services to be performed by Granicus shall be in
accordance with Exhibit D. Compensation shall not exceed the rates of
one thousand five hundred twenty-two dollars and fifty cents ($1,522.50)
per month or total contract value of eighty two thousand six hundred
seventy dollars ($82,670.00) without a written amendment to the
agreement executed by both parties. Payment by City to Granicus shall be
in accordance with the provisions of this Agreement.”
III. Section 10, PAYMENT, is amended by replacing this section in its entirety as
follows:
“Taxpayer ID or Social Security numbers must be provided, on an
IRS W -9 form, before payments may be made to vendors.
The City agrees to pay Consultant monthly, in accordance with the
payment rates as set forth in Exhibit D. This amount shall not exceed
eighty-two thousand six hundred seventy dollars ($82,670.00) for the total
term of the Agreement unless additional payment is approved as provided
in this Agreement.
Granicus shall not be compensated for additional services rendered in
connection with its performance of this Agreement, unless such additional
services and compensation are authorized, in advance, in a written
amendment to the agreement executed by both parties.
Granicus shall submit invoices monthly for actual services performed.
Invoices shall be submitted on or about the first business day of each
month, or as soon thereafter as practical, for services provided in the
previous month. Payment shall be made within thirty (30) days of receipt
of each invoice as to all non-disputed fees. Any expense or reimbursable
cost appearing on any invoice shall be accompanied by a receipt or other
documentation subject to approval of the City Manager. If the City
disputes any of Granicus’ fees or expenses it shall give written notice to
Granicus within thirty (30) days of receipt of any disputed fees set forth on
the invoice.”
IV. Exhibit A, INSURANCE REQUIREMENTS, is amended by replacing Exhibit A in
its entirety with the Insurance Requirements attached hereto to as Revised Exhibit A.
V. Remaining Provisions:
Except as revised by this Amendment No. 1, all of the provisions of the
Agreement shall remain in full force and effect.
Amendment No. 1 to 2015 Agreement between City of Moorpark and Granicus, Inc. Page 2
387
In Witness Whereof, the parties hereto have caused this Amendment No. 1 to be
executed the day and year first above written.
CITY OF MOORPARK GRANICUS, INC.
_______________________________ _______________________________
Troy Brown
City Manager
Mark Hynes
Chief Executive Officer
Attest:
_______________________________
Maureen Benson, City Clerk
Attachments:
1. Revised Exhibit A
2. Exhibit D
Amendment No. 1 to 2015 Agreement between City of Moorpark and Granicus, Inc. Page 3
388
Revised Exhibit A
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of Work, Granicus will maintain
insurance in conformance with the requirements set forth below. Granicus will use
existing coverage to comply with these requirements. If that existing coverage does not
meet requirements set forth here, Granicus agrees to amend, supplement or endorse
the existing coverage to do so. Granicus acknowledges that the insurance coverage
and policy limits set forth in this section constitute the minimum amount of coverage
required. Any insurance proceeds available to the City in excess of the limits and
coverage required in this Agreement and which is applicable to a given loss, will be
available to the City.
Granicus shall provide the following types and amounts of insurance:
Commercial General Liability Insurance using Insurance Services Office (ISO)
“Commercial General Liability” policy form CG 00 01 or the exact equivalent. Defense
costs must be paid in addition to limits. There shall be no cross liability exclusion for
claims or suits by one insured against another. Limits are subject to review but in no
event less than $1,000,000.00 per occurrence for all covered losses and no less than
$2,000,000.00 general aggregate.
Business Auto Coverage for Hired and Non-Owned autos on ISO Business Auto
Coverage form CA 00 01 or the exact equivalent. Limits are subject to review, but in no
event to be less than $1,000,000.00 per accident. If Granicus owns no vehicles, this
requirement may be satisfied by a non-owned auto endorsement to the general liability
policy described above. If Granicus or Granicus’ employees will use personal autos in
any way on this project, Granicus shall provide evidence of personal auto liability for
each such person.
Workers’ Compensation on a state-approved policy form providing statutory benefits as
required by law with employer’s liability limits no less than $1,000,000.00 per accident
or disease.
Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit
requirements, shall provide coverage at least as broad as specified for the underlying
coverages. Coverage shall be provided on a “pay on behalf” basis, with defense costs
payable in addition to policy limits. Policy shall contain a provision obligating insurer at
the time insured’s liability is determined, not requiring actual payment by the insured
first. There shall be no cross liability exclusion precluding coverage for claims or suits by
one insured against another. Coverage shall be applicable to the City for injury to
employees of Granicus, Representative, or others involved in the Work. The scope of
coverage provided is subject to approval by the City following receipt of proof of
insurance as required herein. Limits are subject to review but in no event less than
$1,000,000.00 aggregate.
389
Insurance procured pursuant to these requirements shall be written by insurers that are
admitted carriers in the State of California and with an A.M. Bests rating of A- or better
and a minimum financial size of VII.
General conditions pertaining to provision of insurance coverage by Granicus. Granicus
and the City agree to the following with respect to insurance provided by Granicus:
1. Granicus agrees to have its insurer endorse the third party general liability
coverage required herein to include as additional insureds the City, its officials,
employees, and agents, using standard ISO endorsement CG 2010 with an
edition prior to 1992. Granicus also agrees to require all Representatives to do
likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Granicus, or Granicus’ employees, or agents, from waiving the right to
subrogation prior to a loss. Granicus agrees to waive subrogation rights against
the City regardless of the applicability of any insurance proceeds, and to require
all Representatives to do likewise.
3. All insurance coverage and limits provided by Granicus and available or
applicable to this Agreement are intended to apply to the full extent of the
policies. Nothing contained in this Agreement or any other agreement relating to
the City or its operation limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include limiting endorsement of any kind that has not been
first submitted to the City and approved in writing.
5. No liability policy shall contain any provision or definition that would serve to
eliminate so-called “third party action over” claims, including any exclusion for
bodily injury to an employee of the insured or of any Representative.
6. All coverage types and limits required are subject to approval, modification, and
additional requirements by the City, as the need arises. Granicus shall not make
any reductions in scope of coverage (e.g. elimination of contractual liability or
reduction of discovery period) that may affect the City’s protection without the
City’s prior written consent.
7. Proof of compliance with these insurance requirements, consisting of certificates
of insurance evidencing all of the coverages required and an additional insured
endorsement to Granicus’ general liability policy, shall be delivered to city at or
prior to the execution of this Agreement. In the event such proof of any insurance
is not delivered as required, or in the event such insurance is canceled or
reduced at any time and no replacement coverage is provided, the City has the
right, but not the duty, to obtain any insurance it deems necessary to protect its
interests under this or any other Agreement and to pay the premium. Any
premium so paid by the City shall be charged to and promptly paid by Granicus
or deducted from sums due Granicus, at the City’s option.
Amendment No. 1 to 2015 Agreement between City of Moorpark and Granicus, Inc.
390
8. Certificate(s) are to reflect that the insurer will provide no less than ten (10) days
notice to the City of any cancellation or reduction of coverage. Granicus agrees
to require its insurer to modify such certificates to delete any exculpatory wording
stating that failure of the insurer to mail written notice of cancellation or reduction
of coverage imposes no obligation, or that any party will “endeavor” (as opposed
to being required) to comply with the requirements of the certificate.
9. It is acknowledged by the parties of this Agreement that all insurance coverage
required to be provided by Granicus or any Representative, is intended to apply
first and on a primary, non-contributing basis in relation to any other insurance or
self-insurance available to the City.
10. Granicus agrees to ensure that Representative, and any other party involved with
the Work who is brought onto or involved in the Work by Granicus, provide the
same minimum insurance required of Granicus. Granicus agrees to monitor and
review all such coverage and assumes all responsibility for ensuring that such
coverage is provided in conformity with the requirements of this section. Granicus
agrees that upon request, all agreements with Representative and others
engaged in the Work will be submitted to the City for review.
11. Granicus agrees not to self-insure or to use any self-insured retentions or
deductibles on any portion of the insurance required herein and further agrees
that it will not allow any contractor, Representative, Architect, Engineer, or other
entity or person in any way involved in the performance of Work contemplated by
this Agreement to self-insure its obligations to the City. If Granicus’ existing
coverage includes a deductible or self-insured retention, the deductible or self-
insured retention must be declared to the City. At that time, the City shall review
options with Granicus, which may include reduction or elimination of the
deductible or self-insured retention, substitution of other coverage, or other
solutions.
12. The City reserves the right at any time during the term of the Agreement to
change the amounts and types of insurance required by giving Granicus 90 days
advance written notice of such change. If such change results in substantial
additional cost to Granicus, the City will negotiate additional compensation
proportional to the increased benefit to the City.
13. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking any
steps that can be deemed to be in furtherance of or towards performance of this
Agreement.
14. Granicus acknowledges and agrees that any actual or alleged failure on the part
of the City to inform Granicus of non-compliance with an insurance requirement
in no way imposes any additional obligations to the City nor does it waive any
rights hereunder in this or any other regard.
Amendment No. 1 to 2015 Agreement between City of Moorpark and Granicus, Inc.
391
15. Granicus will renew the required coverage annually as long as the City, or its
employees or agents face an exposure from operations of any type pursuant to
this Agreement. This obligation applies whether or not the Agreement is canceled
or terminated for any reason. Termination of this obligation is not effective until
the City executes a written statement to that effect.
16. Granicus shall provide proof that policies of insurance required herein expiring
during the term of this Agreement have been renewed or replaced with other
policies providing at least the same coverage. Proof that such coverage has
been ordered shall be submitted prior to expiration. As coverage binder or letter
from Granicus’ insurance agent to this effect is acceptable. A certificate of
insurance and/or additional insured endorsement as required in these
specifications applicable to the renewing or new coverage must be provided to
the City within five days of the expiration of coverage.
17. The provisions of any Workers’ Compensation or similar act will not limit the
obligations of Granicus under this Agreement. Granicus expressly agrees not to
use any statutory immunity defenses under such laws with respect to the City, its
employees, officials, and agents.
18. Requirements of specific coverage features or limits contained in this section are
not intended as limitations on coverage, limits, or other requirements nor as a
waiver of any coverage normally provided by any given policy. Specific reference
to a given coverage feature is for purposes of clarification only as it pertains to a
given issue, and is not intended by any party or insured to be limiting or all-
inclusive.
19. These insurance requirements are intended to be separate and distinct from any
other provision in this Agreement and are intended by the parties here to be
interpreted as such.
20. The requirements in this section supersede all other sections and provisions of
this Agreement to the extent that any other section or provision conflicts or
impairs the provisions of this section.
21. Granicus agrees to be responsible for ensuring that no contract used by any
party involved in any way with the Work reserves the right to charge the City or
Granicus for the cost of additional insurance coverage required by this
Agreement. Any such provisions are to be deleted with reference to the City. It is
not the intent of the City to reimburse any third party for the cost of complying
with these requirements. There shall be no recourse against the City for payment
of premiums or other amounts with respect thereto.
22. Granicus agrees to provide immediate notice to City of any claim or loss against
Granicus arising out of the work performed under this Agreement. The City
assumes no obligation or liability by such notice, but has the right (but not the
duty) to monitor the handling of any such claim or claims if they are likely to
involve the City.
Amendment No. 1 to 2015 Agreement between City of Moorpark and Granicus, Inc.
392
Granicus Proposal for Moorpark, CA
Granicus Contact
Name:Thomas Raville
Phone:720.770.5592
Email:thomas.raville@granicus.com
Proposal Details
Quote Number:Q-40425
Prepared On:10/3/2018
Valid Through:10/31/2019
Pricing
Payment Terms:Net 30
Currency:USD
Current Subscription End Date:10/31/2018
Period of Performance:11/1/2018 - 10/31/2019
Annual Fees for Renewing Subscriptions
Solution Billing
Frequency Quantity/Unit Annual Fee
Open Platform Suite Monthly 1 Each $0.00
Government Transparency Suite Monthly 1 Each $6,300.00
Meeting Efficiency Suite Monthly 1 Each $11,970.00
Granicus Encoding Appliance Software (GT)Monthly 1 Each $0.00
SUBTOTAL: $18,270.00
Product Descriptions
Name Description
Open Platform Suite Open Platform is access to MediaManager, upload of archives, ability to post agendas/
documents, and index of archives. These are able to be published and accessible through a
searchable viewpage.
Exhibit D
393
Product Descriptions
Name Description
Government
Transparency Suite
Government Transparency are the live in-meeting functions. Streaming of an event, pushing of
documents, indexing of event, creation of minutes.
Meeting Efficiency
Suite
Meeting Efficiency is a hybrid Software-as-a-Service (SaaS) and Hardware-as-a-Service (HaaS)
solution that enables government organizations to simplify the in-meeting management and
post-meeting minutes creation processes of the clerk’s office. By leveraging this solution, the
client will be able to streamline meeting data capture and minutes production, reducing staff
efforts and decreasing time to get minutes published. During a meeting, record roll calls,
motions, votes, notes, and speakers, all indexed with video. Use the index points to quickly edit
minutes, templates to format in Microsoft Word or HTML, and publish online with the click of a
button. Meeting Efficiency includes:
• Unlimited user accounts
• Unlimited meeting bodies
• Unlimited storage of minutes documents
• Access to one Granicus platform site
• Access to the LiveManager software application for recording information during
meetings
• Access to the Word Add-in software component for minutes formatting in MS Word if
desired
• One MS Word or HTML minutes template (additional templates can be purchased if
needed)
Granicus Encoding
Appliance Software
(GT)
Granicus Encoding Appliance Software (GT) This includes the LiveManager Software solution
where webcasts are started/stopped, agendas amended and indexed, votes and attendance
recorded, and minutes created.
394
Terms and Conditions
• Link to Terms:https://granicus.com/pdfs/Master_Subscription_Agreement.pdf
• This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It
is the responsibility of Moorpark, CA to provide applicable exemption certificate(s).
• Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate
the subscription.
• If submitting a Purchase Order, please include the following language: All pricing, terms and conditions of quote
Q-40425 dated 10/3/2018 are incorporated into this Purchase Order by reference.
Agreement and Acceptance
By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also
understands the services and terms.
Moorpark, CA Billing Information
Signature:Name:
Name:Phone:
Title:Email:
Date:Address:
395
For more info visit granicus.com/video or email us at info@granicus.com
A complete video solution for government
Granicus Video enables organizations to build
a content-rich library of live and archived public
meeting webcasts and records without hassle,
enabling agencies to reach a broader audience and
further meet modern transparency demands.
With easy-to-use media management tools,
agencies can schedule and broadcast live webcasts
while simultaneously recording and archiving the
live content to unlimited storage. Agendas can be
imported prior to each meeting, allowing for video
to be indexed in real-time, which eliminates hours
of follow up work after an event has ended. After
the meeting, publish a full and integrated public
record which links the agenda directly to the video.
Empowered citizens can browse published
agendas and supporting documents or save time
by performing keyword searches to jump directly to
specific topics, making it easier for viewers to find
the information they’re most interested in. Citizens
can also subscribe to agendas or keyword searches
to get real-time notifications when new, relevant
content becomes available.
Opt in to HD video for an enhanced viewing
experience or further enable accessibility and
ensure ADA compliance by adding closed-
captioning services. Agencies can monitor
and analyze public interest through visitor and
viewership reports, which break down visitor
statistics, including most-popular content, number
of views, length of time on site, and more to better
understand the viewing audience.
Granicus Video
Live event
streaming
Publish a complete
public record
Closed captioning
add-on for ADA
compliance
Reports to analyze
public participation
Archive videos with
unlimited storage
Searchable, indexed
content
396
For more info visit granicus.com/minutes or email us at info@granicus.com
Digitally capture
meeting content
Finalize minutes in
Microsoft Word
Record motions,
votes and notes
Publish PDF or HTML
minutes
Save time in post-
meeting workflow
Modernize and simplify meeting minutes creation
Granicus Minutes reduces labor,
and streamlines minutes creation by
electronically capturing roll-call, agenda
items, speakers, motions, votes, and notes
through a simple interface. When a meeting
ends, the tool transfers captured content
to a minutes document, allowing users
to finalize minutes quickly and easily in
Microsoft Word.
With content 75-80% complete at the
time the meeting ends, Minutes saves
staff countless hours in their post- meeting
workflow.
Minutes can also integrate with other
Granicus products to further streamline the
meeting process. Import agendas directly
from agenda management systems, digitally
capture vote results with VoteCast, and
publish minutes alongside indexed meeting
recordings using Granicus Video.
Minutes
397