HomeMy WebLinkAboutAGENDA REPORT 2021 1215 CCSA REG ITEM 10ECITY OF MOORPARK,
CALIFORNIA
City Council Meeting
of December 15, 2021
ACTION APPROVED STAFF
RECOMMENDATION.
BY K. Spangler.
E. Reconsider Agreement with Granicus, Inc. for Streaming and Distribution of Live and
Archived Video and Audio Content for Broadcast of Public Meetings. Staff
Recommendation: Authorize the City Manager to sign the Agreement, subject to
final language approval by the City Manager. (Staff: Chris Thompson, Senior.
Information Systems Administrator)
Item: 10.E.
MOORPARK CITY COUNCIL
AGENDA REPORT
TO: Honorable City Council
FROM: Kambiz Borhani, Finance Director
BY: Chris Thompson, Sr. Information Systems Administrator
DATE: 12/15/2021 Regular Meeting
SUBJECT: Reconsider Agreement with Granicus, Inc. for Streaming and
Distribution of Live and Archived Video and Audio Content for
Broadcast of Public Meetings
BACKGROUND
In September 2005, the City entered into an 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 including technical support.
In Fiscal Year 2014/15, the City Council budgeted funds for upgrading the Granicus
software and related equipment, including a replacement of the old analog encoding
appliance with a digital encoder and upgrade of the software. On March 17, 2015, the
City Manager signed a new 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 continuing managed services and
support. In June 2015, the new digital encoder appliance was received and installed.
The Granicus encoder video streaming equipment operates 24/7, streaming the contents
of the MPTV channel and PSAs as well as City Council meetings, Commissions, and
Boards. This equipment has been in continuous operation since installation in 2015 and
is now at its end of life and due for replacement. The upgraded Encoder equipment
outlined in the proposal will provide higher resolution HD streaming and recording as well
as improved performance. The updated GovMeetings Live Cast service and ClearCaster
software require this updated hardware to take full advantage of the latest service
offerings of the Granicus platform.
Item: 10.E.
435
Honorable City Council
12/15/2021 Regular Meeting
Page 2
Council was previously asked to consider this agreement at its meeting on November 3,
2021. However, Granicus’ legal team failed to fully review the draft agreement;
consequently, the original agreement was never fully executed.
The new agreement (attached to this report as Attachment 1) reflects changes required
by Granicus. These changes include in the inclusion of confidentiality language, changes
to indemnification language, and the inclusion of as-is language with respect to the
provision of Granicus’ services, and limitation of liability. In the course of normal
operations, these changes will not result in significant changes to either the nature or cost
of the services provided by Granicus. However, should an issue arise, these changes
will limit the City’s ability to recover costs and may expose the City to somewhat increased
risks. Risk Management staff have noted their concerns, but due to the sole source
nature of the products and services that Granicus provides and their critical role in
accomplishing the City’s mission, the potential for increased risk is deemed acceptable.
The changes to the report are substantive enough to require bringing the agreement
forward to Council for reconsideration of approval.
DISCUSSION
At this time, staff are recommending extending the term of the agreement to provide the
current services, including the Open Platform and Meeting Efficiency Suites. In addition,
staff is recommending that the City acquire the GovMeetings Live Cast service and
associate ClearCaster software.
The cost for these services includes a one-time set-up fee of $4,400, and recurring
monthly billings averaging approximately $1,750 through October 31, 2024.
Granicus is the sole source for these applications and experience demonstrates both their
adequate competency and their ability to provide those services cost-effectively. The
services provided by Granicus meet the needs of the City’s mission. Staff is therefore
requesting that City council consider waiving the City’s purchasing procedure pursuant to
Moorpark Municipal Code (MMC) Section 3.04.120 and authorize the City Manager to
sign the proposed Agreement (attached as Attachment 1).
FISCAL IMPACT
The proposed Fiscal Year 2021/22 budget includes sufficient funds to cover the total
estimated cost of approximately $24,789.50 that will cover both one-time set up fees and
annual licensing costs the initial 12-month period. No additional appropriation is required
at this time. Over the three-year term of the proposed agreement, staff estimates the total
value of the contract will be approximately $67,421.91. Staff will budget appropriate funds
for each subsequent fiscal year for the term of the lease agreement.
436
Honorable City Council
12/15/2021 Regular Meeting
Page 3
COUNCIL GOAL COMPLIANCE
This action does not support a current strategic directive.
STAFF RECOMMENDATION
Authorize the City Manager to sign the Agreement, subject to final language approval by
the City Manager.
Attachment 1: Granicus Agreement (Granicus’ Proposal dated 9/28/2021)
Attachment 2: Granicus Agreement (Granicus’ Proposal dated 9/28/2021), Legislative Format
437
Granicus, LLC
AGREEMENT BETWEEN THE CITY OF MOORPARK AND GRANICUS, LLC, FOR
HARDWARE AND SOFTWARE MAINTENANCE AND MANAGED SERVICES
THIS Agreement, is made and effective as of this 1st day of November, 2021,
between the City of Moorpark, a municipal corporation ("City") and Granicus, LLC, a
Minnesota Limited Liability Company ("Granicus"). In consideration of the mutual
covenants and conditions set forth herein, the parties agree as follows:
WHEREAS, City has the need for hardware and software maintenance and
managed services; and
WHEREAS, Granicus specializes in providing such services and has the proper
work experience, certifications, and background to carry out the duties involved; and
WHEREAS, Granicus has submitted to City a Proposal dated September 28, 2021,
which is attached hereto as Exhibit B; and
NOW, THEREFORE, in consideration of the mutual covenants, benefits, and
premises herein stated, the parties hereto agree as follows:
1. DEFINITIONS
"Confidential Information" shall mean all business, technical, and other information
(including without limitation, all product, services, financial, marketing, engineering,
research and development information, product specifications, technical data, data
sheets, programs, software, inventions, processes, know-how, chip designs, mask works,
designs, drawings, and any other documentation), disclosed from time to time by the
disclosing party to the receiving party, directly or indirectly in any manner whatsoever
(including without limitation, in writing, orally, electronically, in all types of computer
memory or storage or other media, or by drawings or inspection of physical items, and
whether or not modified or merged into other materials); provided, however, that the term
"Confidential Information" shall not include the Content that is intended to be published
on the website.
"Content" shall mean any and all, documents, graphics, video, audio, images,
sounds and other content that is streamed or otherwise transmitted or provided by, or on
behalf of, the City to Granicus.
"Granicus Solution" shall mean the product(s) specified in Exhibit B.
"Equipment" shall mean the hardware components of Granicus Solution.
"Proposal" shall mean the document which specifies the Products or Services the
City chooses to utilize from Granicus.
"Intellectual Property Rights" shall mean all right, title and interest in and to any
ATTACHMENT 1
438
Granicus, LLC
and all intellectual property rights throughout the world, including, without limitation, any
and all patents, patent applications, copyrights, copyright applications, moral rights,
trademarks, trade secret rights, rights to know-how, inventions and algorithms, and any
and all similar or equivalent rights throughout the world.
"Representatives" shall mean the officers, directors, employees, agents, attorneys,
accountants, financial advisors, and other representatives of a party.
"Trademarks" shall mean, with respect to each party to this Agreement, all
trademarks, trade names, and logos.
"Managed Services" shall mean annual fees paid to Granicus by the City for
bandwidth usage associated with live and archived internet streaming, data storage, and
Granicus Solution maintenance and monitoring.
"Revocable" shall mean that the City's right to use or access the media
management software shall be annulled because the City has either discontinued their
use of a Granicus Managed Services program, failed to pay any Granicus fees for more
than thirty (30) days, or breached the terms of this Agreement.
2.PRIOR AGREEMENT
This Agreement supersedes all prior agreements, oral or written, between the two
parties.
The terms and conditions of the Agreement are hereby deleted in their entirety
and replaced with the terms and conditions of this Amendment No. 1.
Except as amended by this Amendment No. 1, all other terms and conditions of
the Agreement shall remain in full force and effect. In the event of any inconsistency
between the provisions of this Amendment No. 1 and the documents comprising the
Agreement, the provisions of this Amendment No. 1 shall prevail.
3.TERM
The term of this Agreement shall be from November 1, 2021, to October 31, 2024,
unless this Agreement is terminated or suspended pursuant to this Agreement.
4.SCOPE OF SERVICES
City does hereby retain Granicus, as an independent contractor, in a contractual
capacity to provide annual hardware and software maintenance and managed services,
as set forth in Exhibit B, for a total not to exceed sixty-three thousand twenty-one dollars
and ninety-one cents ($63,021.91).
Consultant is also retained in a contractual capacity to configure and implement
certain meeting broadcast technologies as set forth in Exhibit B, for a total not to exceed
four thousand four hundred dollars ($4,400.00)
439
Granicus, LLC
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.
Compensation for the services to be performed by Granicus shall be in accordance
with Exhibit B. Compensation will not exceed a total contract value of sixty-seven thousand
four hundred and fifteen dollars and ninety-one cents ($67,421.91) 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.
5. GRANICUS' RESPONSIBILITIES
A. Maintenance of Equipment - Granicus shall not be responsible for any such
failure that is due to causes such as power surge, normal wear and tear, fire, flood, or
other casualty, accident, vandalism, misuse or abuse, alteration of the Equipment, or
failure of the City to maintain a proper environment or otherwise care for the Equipment.
Granicus has the technology in place to continually monitor all Managed Services
and should any malfunction appear, Granicus shall immediately notify the City by posting
at status.granicus.com. Granicus shall respond to requests to repair or replace any non-
functioning Equipment, provided directly from Granicus, and the City shall grant Granicus
or its Representatives access to the Equipment for this purpose at reasonable times. City
acknowledges any requests to repair or replace any non-functioning equipment may incur
additional costs. Granicus shall keep the City informed regarding the time frame and
progress of the repairs and replacements.
Granicus shall offer continuous customer support per the Granicus Service Level
Agreement, attached hereto as Exhibit D.
B. Use of Media Management Software - Granicus Solutions are purchased by City
as subscriptions. Granicus hereby grants and City hereby accepts, solely for its internal
use, a worldwide, Revocable, non-exclusive, non-transferrable right to use the Granicus
Solutions during the term of this Agreement. Granicus reserves all right, title and interest
in the Granicus Solutions, the documentation and resulting product including all related
intellectual property rights. No implied licenses are granted to City. The Granicus name,
logo, and the product names are trademarks of Granicus, and no right or license is
granted to use them. City assigns to Granicus any suggestion, enhancement, request,
recommendation, correction, or other feedback provided by City relating to the use of the
Granicus Solutions. City shall not: (i) Misuse any Granicus resources or cause any
disruption, including but not limited to, the display of adult content, advertisements,
solicitations, or mass mailings to individuals who have not agreed to be contacted; (ii)
Use any process, program, or tool for gaining unauthorized access to the systems,
networks, or accounts of third parties; (iii) Use the Granicus Solutions in a manner in
which system or network resources are unreasonably denied to third parties; (iv) Use the
Solutions as a door or signpost to another server; (v) Access or use any portion of
Granicus Solutions except as expressly allowed by this Agreement; (vi) Disassemble,
decompile, or otherwise reverse engineer all or any portion of the Granicus Solutions; (vii)
Use the Granicus Solutions for any unlawful purposes; (viii) Export or allow access to the
Granicus Solutions in violation of U.S. laws or regulations; (ix) subcontract, disclose, rent,
or lease the Granicus Solutions, or any portion thereof, for third party use; or (x) Modify,
440
Granicus, LLC
adapt, or use the Granicus Solutions to develop any software application intended for
resale which uses the Granicus Solutions in whole or in part.
C. ClearCaster Terms and Conditions - Exhibit C, ClearCaster Terms and
Conditions, is attached hereto and incorporated herein.
6. CONFIDENTIALITY
It is expected that one Party may disclose to the other Party certain information which
may be considered confidential or trade secret information. Confidential Information shall
include: (i) non-public information if it is clearly and conspicuously marked as “confidential”
or with a similar designation at the time of disclosure; (ii) non-public information of a Party if
it is identified as confidential or proprietary before, during, or promptly after presentation and
(iii) any information that should be reasonably understood to be confidential or proprietary
to a Party, given the nature of the information and the context in which disclosed.
Subject to applicable law, each Party agrees to receive and hold any Confidential
Information in strict confidence. Each Party also agrees: (i) to protect and safeguard the
Confidential Information against unauthorized use, publication or disclosure; (ii) not to
reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential Information
except as specifically authorized by the other Party; (iii) not to use any Confidential
Information for any purpose other than for performance under this Agreement; (iv) to restrict
access to Confidential Information to those of its employees, agents, and contractors who
have a need to know, who have been advised of the confidential nature thereof, and who
are under express written obligations of confidentiality or under obligations of confidentiality
imposed by law or rule; and (v) to exercise at least the same standard of care and security
to protect the Confidential Information received by it as it protects its own confidential
information. If a Party is requested or required in a judicial, administrative, or governmental
proceeding to disclose any Confidential Information, it will notify the other Party as promptly
as practicable so that such Party may seek a protective order or waiver for that instance.
Confidential Information shall not include information which: (i) is or becomes public
knowledge through no fault of either Party; (ii) was in a Party’s possession before receipt
from the other Party; (iii) is rightfully received by a Party from a third party without any duty
of confidentiality; (iv) is independently developed by a Party without use or reference to the
other Party’s Confidential Information; or (v) is disclosed with the prior written consent of the
Parties.
Each Party shall return or destroy the Confidential Information upon written request
by the other Party; provided, however, that each Party may retain one copy of the
Confidential Information in order to comply with applicable law. City understands and agrees
that it may not always be possible to completely remove or delete all Confidential Information
from Granicus’ databases without some residual data.
7. CITY'S RESPONSIBILITIES
A. Responsibility for Content - City shall have sole control and responsibility over
the determination of which data and information shall be included in the Content that is to
be transmitted, including, if applicable, the determination of which cameras and
microphones shall be operational at any particular time and at any particular location. The
441
Granicus, LLC
City shall not provide to Granicus, or permit to be provided to Granicus, any Content that
(i) infringes or violates any third parties' Intellectual Property Rights, rights of publicity or
rights of privacy, (ii) contains any defamatory material, or (iii) violates any federal, state,
local, or foreign laws, regulations, or statutes.
8. SECURITY OF DATA
Granicus shall take commercially reasonable efforts to protect and control access
to the City Content. The City shall be responsible for the creation and protection of
username and password.
9. PERFORMANCE
Granicus warrants that it takes all precautions that are standard in the industry to
increase the likelihood of a successful performance for the Granicus Solutions; however,
the Granicus Solutions are provided “AS IS” and as available. EXCEPT AS PROVIDED
ABOVE, EACH PARTY HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF
ANY NATURE WHATSOEVER WHETHER ORAL AND WRITTEN, EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A
PARTICULAR PURPOSE. GRANICUS DOES NOT WARRANT THAT GRANICUS
SOLUTIONS WILL MEET CITY’S REQUIREMENTS OR THAT THE OPERATION
THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.”
10. MANAGEMENT
Granicus’ contact person in charge of administration of this Agreement and to
serve as principal liaison between City and Granicus shall be the Granicus Account
Representative or the Granicus Vice President of Contracts. Granicus will assign a
Project Manager to oversee the performance of services under this Agreement.
The City's contact person in charge of administration of this Agreement, and to
serve as principal liaison between Granicus and City, shall be the City Manager or the
City Manager's designee.
11. PAYMENT
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 Granicus to provide annual hardware and software
maintenance and managed services, as set forth in Exhibit B, for a total not to exceed sixty-
three thousand twenty-one dollars and ninety-one cents ($63,021.91). The City agrees to
pay Granicus to configure and implement certain meeting broadcast technologies as set
forth in Exhibit B, for a total not to exceed four thousand four hundred dollars ($4,400.00).
This amount shall not exceed sixty-seven thousand four hundred and twenty-one dollars and
ninety-one cents ($67,421.91) for the term of this Agreement unless additional payment is
approved as provided in this Agreement.
442
Granicus, LLC
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 an invoice annually for services contracted under this
agreement within thirty (30) days of the commencement of the annual term. 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.
12. TERMINATION OR SUSPENSION WITHOUT CAUSE
The City may at any time, for any reason, without cause, terminate this Agreement,
or any portion hereof, by serving upon Granicus at least ninety (90) days prior written
notice. Upon receipt of said notice, Granicus shall immediately cease all work under this
Agreement, unless the notice provides otherwise. If the City suspends or terminates a
portion of this Agreement such suspension or termination shall not make void or invalidate
the remainder of this Agreement.
Granicus may terminate this Agreement only by providing City with written notice
no less than ninety (90) days in advance of such termination.
In the event this Agreement is terminated or suspended pursuant to this Section,
the City shall pay to Granicus the actual value of the work performed up to the time of
termination or suspension. Upon termination or suspension of the Agreement pursuant to
this Section, Granicus will submit an invoice to the City pursuant to this Agreement.
13. DEFAULT OF GRANICUS
Granicus' failure to comply with the material provisions of this Agreement shall
constitute a default. If such failure by Granicus to make progress in the performance of
work hereunder arises out of causes beyond Granicus' control, and without fault or
negligence of Granicus, it shall not be considered a default.
If the City Manager or the City Manager's designee determines that Granicus is in
material default in the performance of any of the terms or conditions of this Agreement,
designee shall cause to be served upon Granicus a written notice of the default.
Granicus shall have thirty (30) days after service upon it of said notice in which to
cure the default by rendering a satisfactory performance. In the event that Granicus fails
to cure its material default within such period of time, the City shall have the right,
notwithstanding any other provision of this Agreement, to terminate this Agreement
without further notice and without prejudice to any other remedy to which it may be entitled
at law, in equity or under this Agreement.
443
Granicus, LLC
14. TRADEMARK OWNERSHIP AND LICENSE
The City shall retain all right, title, and interest in and to its Trademarks, including
any goodwill associated therewith, subject to the limited license granted to Granicus
pursuant to this Section. Granicus shall retain all right, title, and interest in and to Granicus
Trademarks, including any goodwill associated therewith, subject to the limited license
granted to the City pursuant to this Section.
Each party grants to the other a Revocable, non-exclusive, non-transferable (other
than as may be provided in this Agreement), limited license to use the other party's
Trademarks as is reasonably necessary to perform its obligations under this Agreement,
provided that any promotional materials containing the other party's Trademarks shall be
subject to the prior written approval of such other party, which approval shall not be
unreasonable withheld.
Neither party shall use the other party's Trademarks in a manner that disparages
the other party or its products or services or portrays the other party or its products or
services in a false, competitively adverse or poor light. Each party shall comply with the
other party's requests as to the use of the other party's Trademarks and shall avoid any
action that diminishes the value of such Trademarks.
15. CONTENT OWNERSHIP
The City shall own all right, title, and interest in and to all Content on the worldwide
basis, including, without limitation, all Intellectual Property Rights relating thereto, (i) with
respect to Content captured by cameras or microphones at the venue, at the time such
Content is so captured and prior to the time it is transmitted to the computer at the venue,
and (ii) with respect to all other Content, at the time such Content is transmitted or
otherwise provided to Granicus pursuant to this Agreement. To the extent that any such
Content is protectable by copyright, such Content shall be deemed to be "works made for
hire" under the copyright laws of the United States.
Granicus shall retain all Content in accordance with all applicable laws, unless the
City Manager or his or her designee approves in writing destruction of specified records.
In the event of termination without cause of this Agreement, Granicus shall provide
to the City all Content on a media readable by most computer systems at that time and in
a form readable without any proprietary equipment or application(s).
16. INDEMNIFICATION AND HOLD HARMLESS
Granicus will defend City from and against all losses, liabilities, damages and
expenses arising from any claim or suit by a third party unaffiliated with either Party to
this Agreement (“Claims”) and shall pay all losses, damages, liabilities, settlements,
judgments, awards, interest, civil penalties, and reasonable expenses (collectively,
“Losses,” and including reasonable attorneys’ fees and court costs), to the extent arising
out of any Claims that Granicus Solutions infringe a valid U.S. copyright or U.S. patent
issued as of the date of this Agreement. In the event of such a Claim, if Granicus
determines that this Agreement is likely affected, or if the solution is determined in a final,
444
Granicus, LLC
non-appealable judgment by a court of competent jurisdiction, to infringe a valid U.S.
copyright or U.S. patent, Granicus will, in its discretion: (i) replace the affected Granicus
Solutions; (ii) modify the affected Granicus Solutions to render it non-infringing; or (iii)
terminate this Agreement with respect to the affected solution and refund to City any
prepaid fees for the then-remaining or unexpired portion of the Agreement term.
Notwithstanding the foregoing, Granicus will have no obligation to indemnify, defend, or
hold City harmless from any Claim to the extent it is based upon: (i) a modification to any
solution by City (or by anyone under City’s direction or control or using logins or
passwords assigned to City); (ii) a modification made by Granicus pursuant to City’s
required instructions or specifications or in reliance on materials or information provided
by City; or (iii) City’s use (or use by anyone under City’s direction or control or using logins
or passwords assigned to City) of any Granicus Solutions other than in accordance with
this Agreement. This Section sets forth City’s sole and exclusive remedy, and Granicus’
entire liability, for any Claim that the Granicus Solutions or any other materials provided
by Granicus violate or infringe upon the rights of any third party.
With regard to any Claim subject to indemnification pursuant to this Section: (i) the
Party seeking indemnification shall promptly notify the indemnifying Party upon becoming
aware of the Claim; (ii) the indemnifying Party shall promptly assume sole defense and
control of such Claim upon becoming aware thereof; and (iii) the indemnified Party shall
reasonably cooperate with the indemnifying Party regarding such Claim. Nevertheless,
the indemnified Party may reasonably participate in such defense, at its expense, with
counsel of its choice, but shall not settle any such Claim without the indemnifying Party’s
prior written consent. The indemnifying Party shall not settle or compromise any Claim in
any manner that imposes any obligations upon the indemnified Party without the prior
written consent of the indemnified Party.
City shall defend, indemnify, and hold Granicus harmless from and against any
claims, and shall pay all losses, to the extent arising out of or related to (a) City's (or that
of anyone authorized by City or using logins or passwords assigned to City) use or
modification of any Granicus Solutions; (b) any City content; or (c) City's violation of
applicable law.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO
INSTANCE SHALL EITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR DIRECT
DAMAGES UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR
OTHERWISE) EXCEED THE FEES PAID BY CITY FOR THE GRANICUS SOLUTIONS
DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE THE
DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR
DIRECT DAMAGES. GRANICUS SHALL NOT BE RESPONSIBLE FOR ANY LOST
PROFITS OR OTHER DAMAGES, INCLUDING INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR ANY OTHER DAMAGES, HOWEVER CAUSED.
Granicus agrees to be fully responsible according to the terms of this Section.
Failure of City to monitor compliance with these requirements imposes no additional
obligations on City and will in no way act as a waiver of any rights hereunder. This
obligation to indemnify and defend City and the limitation of liability as set forth here is
binding on the successors, assigns, or heirs of Granicus and shall survive the termination
of this Agreement or this Section.
445
Granicus, LLC
City does not and shall not waive any rights that it may have against Granicus by
reason of this Section, because of the acceptance by City, or the deposit with City, of any
insurance policy or certificate required pursuant to this Agreement. The hold harmless
and indemnification and limitation of liability provisions shall apply regardless of whether
or not said insurance policies are determined to be applicable to any losses, liabilities,
damages, costs, and expenses described in this Section.
17. INSURANCE
Granicus shall maintain prior to the beginning of and for the duration of this
Agreement insurance coverage as specified in Exhibit A attached hereto and incorporated
herein by this reference as though set forth in full.
18. INDEPENDENT CONTRACTOR
Granicus is and shall at all times remain as to the City a wholly independent
Contractor. The personnel performing the services under this Agreement on behalf of
Granicus shall at all times be under Granicus' exclusive direction and control. Neither City
nor any of its officers, employees, or agents shall have control over the conduct of
Granicus or any of Granicus' officers, employees, Representatives, or agents, except as
set forth in this Agreement. Granicus shall not at any time or in any manner represent that
it or any of its officers, employees, or agents are in any manner officers, employees, or
agents of the City. Granicus shall not incur or have the power to incur any debt, obligation,
or liability against City, or bind City in any manner.
No employee benefits shall be available to Granicus in connection with the
performance of this Agreement. Except for the fees paid to Granicus as provided in the
Agreement, City shall not pay salaries, wages, or other compensation to Granicus for
performing services hereunder for City. City shall not be liable for compensation or
indemnification to Granicus for injury or sickness arising out of performing services
hereunder.
Nothing contained in this Agreement shall be deemed, construed, or represented
by City or Granicus, or by any third person, to create the relationship of principal or agent,
or of a partnership, or of a joint venture, or of any other association of any kind or nature
between City and Granicus
19. LEGAL RESPONSIBILITIES
Granicus shall keep itself informed of local, state and federal laws and regulations
which in any manner affect those employed by it or in any way affect the performance of
its service pursuant to this Agreement. Granicus shall at all times observe and comply
with all such laws and regulations, including but not limited to the Americans with
Disabilities Act and Occupational Safety and Health Administration laws and regulations.
The City, and its officers and employees, shall not be liable at law or in equity occasioned
by failure of Granicus to comply with this Section.
446
Granicus, LLC
20. ANTI DISCRIMINATION
Neither Granicus, nor any Representative under Granicus, shall discriminate in
employment of persons upon the work because of race, religious creed, color, national
origin, ancestry, physical handicap, medical condition, marital status, or gender of such
person, except as provided in Section 12940 of the Government Code. Granicus shall
have responsibility for compliance with this Section [Labor Code Sec. 1735].
21. UNDUEINFLUENCE
Granicus declares and warrants that no undue influence or pressure is used
against or in concert with any officer or employee of the City in connection with the award,
terms or implementation of this Agreement, including any method of coercion, confidential
financial arrangement, or financial inducement. No officer or employee of the City will
receive compensation, directly or indirectly from Granicus, or any officer, employee or
agent of Granicus, in connection with the award of this Agreement or any work to be
conducted as a result of this Agreement. Violation of this Section shall be a material
breach of this Agreement entitling the City to any and all remedies at law or in equity.
22. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of the City, or their designees or agents, and no
public official who exercises authority over or responsibilities with respect to the Services
during his/her tenure or for one (1) year thereafter, shall have any interest, direct or
indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be
performed in connection with the Services performed under this Agreement.
23. CONFLICT OF INTEREST
Granicus covenants that neither they nor any officer or principal of their firm have
any interests, nor shall they acquire any interest, directly or indirectly, which will conflict
in any manner or degree with the performance of their services hereunder. Granicus
further covenants that in the performance of this Agreement, they shall employ no person
having such interest as an officer, employee, agent, or subconsultant.
24. NOTICE
Any notice to be given pursuant to this Agreement shall be in writing, and all such
notices and any other document to be delivered shall be delivered by personal service or
by deposit in the United States mail, certified or registered, return receipt requested, with
postage prepaid, and addressed to the party for whom intended as follows:
To: City Manager
City of Moorpark
799 Moorpark Avenue
Moorpark, California 93021
447
Granicus, LLC
To: Contracts
Granicus, LLC.
408 St. Peter Street, Suite 600
St. Paul, MN 55102
Either party may, from time to time, by written notice to the other, designate a
different address or contact person, which shall be substituted for the one above specified.
Notices, payments, and other documents shall be deemed delivered upon receipt by
personal service or as of the third (3rd) day after deposit in the United States mail.
25. CHANGE IN NAME
Should a change be contemplated in the name or nature of Granicus' legal entity,
Granicus shall first notify the City in order that proper steps may be taken to have the
change reflected in the Agreement documents.
26. ASSIGNMENT
Granicus shall not assign this Agreement or any of the rights, duties or obligations
hereunder. It is understood and acknowledged by the parties that Granicus is uniquely
qualified to perform the services provided for in this Agreement; provided, however, that
either Party may assign this Agreement without the other Party’s consent in the event of
any successor or assign that has acquired all, or substantially all, of the assigning Party’s
business by means of merger, stock purchase, asset purchase, or otherwise. Any
assignment or attempted assignment in violation of this Agreement will be null and void.
27. LICENSES
At all times during the term of this Agreement, Granicus shall have in full force and
effect, all licenses required of it by law for the performance of the services in this
Agreement.
28. VENUE AND GOVERNING LAW
This Agreement is made, entered into, and executed in Ventura County, California,
and any action filed in any court or for arbitration for the interpretation, enforcement or
other action of the terms, conditions, or covenants referred to herein shall be filed in the
applicable court in Ventura County, California. The City and Granicus understand and
agree that the laws of the State of California shall govern the rights, obligations, duties,
and liabilities of the parties to this Agreement and also govern the interpretation of this
Agreement.
29. COST RECOVERY
Reserved.
30. ARBITRATION
Cases involving a dispute between City and Granicus may be decided by an
arbitrator if both sides agree in writing, with costs proportional to the judgment of the
448
Granicus, LLC
arbitrator.
31. ENTIRE AGREEMENT
This Agreement and the Exhibits attached hereto contain the entire understanding
between the parties relating to the obligations of the parties described in this Agreement.
All prior or contemporaneous agreements, understandings, representations, and
statements, oral or written, are merged into this Agreement and shall be of no further
force or effect. Each party is entering into this Agreement based solely upon the
representations set forth herein and upon each party's own independent investigation of
any and all facts such party deems material.
32. CAPTIONS OR HEADINGS
The captions and headings of the various Articles, Paragraphs, and Exhibits of this
Agreement are for convenience and identification only and shall not be deemed to limit or
define the content of the respective Articles, Paragraphs, and Exhibits hereof.
33. AMENDMENTS
Any amendment, modification, or variation from the terms of this Agreement shall
be in writing and shall be effective only upon approval by both parties to this Agreement.
34. PRECEDENCE
In the event of conflict, the requirements of this Agreement shall take precedence
over those contained in Granicus' Proposal and Terms and Conditions.
35. INTERPRETATION OF AGREEMENT
Should interpretation of this Agreement, or any portion thereof, be necessary, it is
deemed that this Agreement was prepared by the parties jointly and equally and shall not
be interpreted against either party on the ground that the party prepared the Agreement
or caused it to be prepared.
36. WAIVER
No waiver of any provision of this Agreement shall be deemed, or shall constitute, a
waiver of any other provision, whether or not similar, nor shall any such waiver constitute a
continuing or subsequent waiver of the same provision. No waiver shall be binding unless
executed in writing by the party making the waiver.
37. AUTHORITY TO EXECUTE
The person or persons executing this Agreement on behalf of Granicus warrants
and represents that he/she has the authority to execute this Agreement on behalf of
Granicus and has the authority to bind Granicus to the performance of obligations
hereunder.
[signatures follow on next page]
449
Granicus, LLC
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF MOORPARK GRANICUS, LLC
_
Troy Brown, City Manager Jessica Yang, Sr Manager
Attest:
Ky Spangler, City Clerk
450
Granicus, LLC
Exhibit A
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of Work, Consultant will maintain
insurance in conformance with the requirements set forth below. Consultant will use
existing coverage to comply with these requirements. If that existing coverage does not
meet requirements set forth here, Consultant agrees to amend, supplement or endorse
the existing coverage to do so. Consultant 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.
Consultant 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 per occurrence for all covered losses and no less than
$2,000,000 general aggregate.
Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including
symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event
to be less than $1,000,000 per accident. If Consultant owns no vehicles, this
requirement may be satisfied by a non-owned auto endorsement to the general liability
policy described above. If Consultant or Consultant’s employees will use personal autos
in any way on this project, Consultant 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 per accident or
disease.
Cyber Insurance, including network risk and cyber liability coverage (including coverage
for unauthorized access, failure of security, breach of privacy perils, as well at notification
costs and regulatory defense) in an amount of not less than $1,000,000. Such insurance
shall be maintained in force at all times during the term of the Contract and for a period
of one year thereafter for services completed during the term of the Contract.
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
451
Granicus, LLC
Consultant, subconsultants 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
aggregate.
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 Consultant.
Consultant and the City agree to the following with respect to insurance provided by
Consultant:
1. Consultant 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 and CG 2037
with edition acceptable to the City. Consultant also agrees to require all contractors
and subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Consultant, or Consultant’s employees, or agents, from waiving the right
to subrogation prior to a loss. Consultant agrees to waive subrogation rights
against the City regardless of the applicability of any insurance proceeds, and to
require all contractors and subcontractors to do likewise.
3. 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.
4. 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 contractor or subcontractor.
5. All coverage types and limits required are subject to approval, modification, and
additional requirements by the City, as the need arises. Consultant 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.
Proof of compliance with these insurance requirements, consisting of certificates
of insurance evidencing all of the coverages required and an additional insured
endorsement to Consultant’s 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 terminate this Agreement.
6. Consultant will provide 30 days notice to the City of any cancellation or reduction of
452
Granicus, LLC
coverage.
7.It is acknowledged by the parties of this Agreement that all insurance coverage
required to be provided by Consultant or any subcontractor, 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.
8. Consultant agrees to ensure that subcontractors, and any other party involved with
the Work who is brought onto or involved in the Work by Consultant, provide the
same minimum insurance required of Consultant. Consultant 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. Consultant
agrees that upon request, all agreements with subcontractors and others engaged
in the Work will be submitted to the City for review.
9.Consultant 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, subcontractor, 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 Consultant’s 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 the Consultant, which may include reduction or elimination of the
deductible or self-insured retention, substitution of other coverage, or other
solutions.
10.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.
11. Consultant acknowledges and agrees that any actual or alleged failure on the part
of the City to inform Consultant 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.
12.Consultant will renew the required coverage annually during the term of this
Agreement.
13.Consultant 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. A coverage binder or letter from
Consultant’s 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 ten
days of the expiration of coverage.
14.The provisions of any Workers’ Compensation or similar act will not limit the
obligations of Consultant under this Agreement. Consultant expressly agrees not
453
Granicus, LLC
to use any statutory immunity defenses under such laws with respect to the City,
its employees, officials, and agents.
15. 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.
16. Consultant 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
Consultant 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.
454
Order #: Q-158116
Prepared: 09/28/2021
Granicus, LLC.
EXHIBIT B
Granicus Proposal for Moorpark, CA
408 Saint Peter Street, Suite 600 THIS IS NOT AN INVOICE Order Form
Saint Paul, MN 55102 Prepared for
United States Moorpark, CA
Granicus Proposal for Moorpark, CA
ORDER DETAILS
Prepared By: Chloe Scheer
Phone:
Email: chloe.scheer@granicus.com
Order #: Q-158116
Prepared On: 09/28/2021
Expires On: 10/31/2021
ORDER TERMS
Currency: USD
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of
performance.)
Current Billing Term
End Date: 10/31/2021
Period of Performance: 11/01/2021 - 10/31/2022
455
Exhibit B
Order #: Q-158116
Prepared: 09/28/2021
Granicus, LLC.
Order Form
Moorpark, CA
PRICING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this
Proposal.
Terminating Subscriptions
Solution Quantity/Unit Prior Annual Fee
Government Transparency Suite 0 Each $6,300.00
Granicus Encoding Appliance Software (GT) 0 Each $2,520.00
SUBTOTAL: $8,820.00
Upon the signing of this Agreement, annual fees for the terminating subscription(s) shall cease. Any pre-paid
fees for the terminating subscription(s) after the signing of this Agreement will be prorated from the signing of
this Agreement to the end of the City's then-current billing term, credited, and such credit applied to the
annual fees for new subscriptions.
City will continue to have access to and use the terminating solution until the new subscription(s) is/are
deployed.
Upon the deployment of City's new solution as determined at Granicus' sole discretion, Granicus shall remove
access to the City's terminating subscription(s).
One-Time Fees
Solution Billing
Frequency Quantity/Unit One-Time Fee
GovMeetings Live Cast SetUp and
Config Up Front 1 Each $0.00
Encoding Appliance HDW - WOWZA
ClearCaster Upon Delivery 1 Each $2,950.00
Granicus Video - Online Training Upon Delivery 2 Hours $450.00
Granicus ClearCaster Setup and
Configuration Up Front 1 Each $875.00
US Shipping Charge C - Large Item Upon Delivery 1 Each $125.00
SUBTOTAL: $4,400.00
456
Exhibit B
Order #: Q-158116
Prepared: 09/28/2021
Granicus, LLC.
Order Form
Moorpark, CA
New Subscription Fees
Solution Billing
Frequency Quantity/Unit Annual Fee
GovMeetings Live Cast Annual 1 Each $8,136.00
Granicus ClearCaster Software Annual 1 Each $2,520.00
SUBTOTAL: $10,656.00
Renewing Subscription Fees
Solution Billing
Frequency Quantity/Unit Annual Fee
Open Platform Suite Annual 1 Each $0.00
Meeting Efficiency Suite Annual 1 Each $9,733.50
SUBTOTAL: $9,733.50
457
Exhibit B
Order #: Q-158116
Prepared: 09/28/2021
Granicus, LLC.
Order Form
Moorpark, CA
FUTURE YEAR PRICING
Solution(s) Period of Performance
11/01/2022 - 10/31/2023 11/01/2023 - 10/31/2024
Open Platform Suite $0.00 $0.00
Meeting Efficiency Suite $10,025.51 $10,326.27
GovMeetings Live Cast $8,380.08 $8,631.48
Granicus ClearCaster Software $2,595.60 $2,673.47
SUBTOTAL: $21,001.19 $21,631.22
458
Exhibit B
Order #: Q-158116
Prepared: 09/28/2021
Granicus, LLC.
PRODUCT DESCRIPTIONS
Order Form
Moorpark, CA
Solution 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.
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, use LiveManager to 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, 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 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
• Up to one (1) MS Word minutes template (additional templates can
be purchased if needed)
GovMeetings Live Cast GovMeetings LiveCast provides the ability to manage public meetings
from anywhere, on almost any device using cloud based software and a
Granicus ClearCaster encoder. It will stream public meetings in HD, allow
users to live index items, record and publish minutes, and provide archive
videos for on-demand viewing.
Encoding Appliance HDW -
WOWZA ClearCaster
WOWZA ClearCaster encoder is the hardware appliance used convert the
video feed for video streaming on the web. It also records the video and
provides the MP4 file for archive playback.
Granicus Video - Online Training Granicus Video - Online Training
US Shipping Charge C - Large
Item
US shipping of a large item
459
Exhibit C
Order #: Q-158116
Prepared: 09/28/2021
Granicus, LLC.
Order Form
Moorpark, CA
THIRD PARTY DISCLAIMER
ClearCaster and LiveCast Services: City and Granicus agree that a third party will provide services under this
Agreement. City expressly understands that the third party is an independent contractor and not an agent or
employee of Granicus. Granicus is not liable for acts performed by such an independent third party.
460
Exhibit C
Order #: Q-158116
Prepared: 09/28/2021
Granicus, LLC.
Order Form
Moorpark, CA
ClearCaster Terms & Conditions
The ClearCaster products are subject to the following terms:
Permitted Use. Granicus hereby grants during each Order Term or as otherwise specified in the Order,
and Customer hereby accepts, solely for its internal use, a worldwide, revocable, non- exclusive, non-
transferrable right to use the ClearCaster products to the extent allowed in the relevant Order
(collectively the “Permitted Use”). The Permitted Use shall also include the right, subject to the
conditions and restrictions set forth herein, to use the ClearCaster products up to the levels limited in the
applicable Order.
Data Sources. Data uploaded into ClearCaster products must be brought in from Customer sources
(interactions with end users and opt-in contact lists). Customer cannot upload purchased contact
information into the ClearCaster products without Granicus’ written permission and professional
services support for list cleansing.
Passwords. Passwords are not transferable to any third party. Customer is responsible for keeping all
passwords secure and all use of the the ClearCaster products accessed through Customer’s passwords.
Content. Customer can only use the ClearCaster products to share content that is created by and
owned by Customer and/or content for related organizations provided that it is in support of other
organizations but not as a primary communication vehicle for other organizations that do not have a
Granicus subscription. Any content deemed inappropriate for a public audience or in support of
programs or topics that are unrelated to Customer, can be removed or limited by Granicus.
Disclaimers. Any text, data, graphics, or any other material displayed or published on Customer’s
website must be free from violation of or infringement of copyright, trademark, service mark, patent,
trade secret, statutory, common law or proprietary or intellectual property rights of others. Granicus is
not responsible for content migrated by City or any third party.
Advertising. The ClearCaster products shall not be used to promote products or services available for
sale through Customer or any third party unless approved in writing, in advance, by Granicus. Granicus
reserves the right to request and review the details of any agreement between Customer and a third
party that compensates Customer for the right to have information included in Content distributed or
made available through the ClearCaster products prior to approving the presence of Advertising within
the ClearCaster products.
Restrictions. Customer shall not:
Misuse any Granicus resources or the ClearCaster products or cause any disruption, including but
not limited to, the display of pornography or linking to pornographic material, advertisements,
solicitations, or mass mailings to individuals who have not agreed to be contacted;
Use any process, program, or tool for gaining unauthorized access to the systems, networks, or
461
Exhibit C
Order #: Q-158116
Prepared: 09/28/2021
Granicus, LLC.
Order Form
Moorpark, CA
accounts of other parties, including but not limited to, other Granicus customers;
Customer must not use the Granicus products, services or the ClearCaster products in a manner
in which system or network resources are unreasonably denied to other Granicus clients;
Customer must not use the services or ClearCaster products as a door or signpost to another
server.
Access or use any portion of the ClearCaster products, except as expressly allowed by this Order;
Copy, distribute, sublicense, or otherwise share, software provided on the ClearCaster products;
Disassemble, decompile, or otherwise reverse engineer all or any portion of the ClearCaster
products; or add or remove software on the ClearCaster products without Granicus consent;
Use the ClearCaster products for any unlawful purposes;
Export or allow access to the ClearCaster products in violation of U.S. laws or regulations;
Except as expressly permitted in this Order, subcontract, disclose, rent, or lease the ClearCaster
products, or any portion thereof, for third party use; or
Modify, adapt, or use the ClearCaster products to develop any software application intended
for resale which uses the ClearCaster products in whole or in part.
Customer Feedback. Customer assigns to Granicus any suggestion, enhancement, request,
recommendation, correction or other feedback provided by Customer relating to the use of the
ClearCaster products. Granicus may use such submissions as it deems appropriate in its sole discretion.
Reservation of Rights. Subject to the limited rights expressly granted hereunder, Granicus and/or its
licensors reserve all right, title and interest in the ClearCaster products, the documentation and resulting
product including all related intellectual property rights. Further, no implied licenses are granted to
Customer. The Granicus name, the Granicus logo, and the product names associated with the services are
trademarks of Granicus or its suppliers, and no right or license is granted to use them.
License to Content; Access. Customer hereby grants Granicus and its vendors a limited right and license
to view, access, use, modify, adapt, reproduce, transmit, distribute, display, and disclose Content for the
sole purpose of providing the ClearCaster products. Customer agrees that Granicus and its vendors may
remotely access the ClearCaster products for the sole purpose of providing Granicus Solutions, and the
ClearCaster products.
462
Exhibit C
Order #: Q-158116
Prepared: 09/28/2021
Granicus, LLC.
Order Form
Moorpark, CA
Warranties and Disclaimers. The ClearCaster products are provided “AS IS” and as available. EACH PARTY
HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ORAL
AND WRITTEN, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER
GRANICUS NOR ITS SUPPLIERS WARRANT THAT THE CLEARCASTER PRODUCTS WILL MEET CUSTOMER’S
REQUIREMENTS NOR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.
Notwithstanding the foregoing and subject to payment of all applicable fees, Granicus will provide a three
(3) year warranty with respect to required hardware. Within the three (3) year warranty period, Granicus
shall repair or replace any required hardware provided directly from Granicus that fails to function
properly due to normal wear and tear, defective workmanship, or defective materials.
EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL
GRANICUS NOR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE
THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, GRANICUS NOR ITS SUPPLIER SHALL BE LIABLE FOR: (A) ERROROR INTERRUPTION OF USE OR
FOR LOSS OR INACCURACY OR CORRUPTION OF CUSTOMER DATA; (B) COST OF PROCUREMENT OF
SUBSTITUTE GOODS, SERVICES, TECHNOLOGY, OR HARDWARE; (C) LOSS OF BUSINESS; (D) DAMAGES
ARISING OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, HARDWARE,
CLEARCASTER PRODUCTS, OR RELATED TECHNICAL SUPPORT; OR (E) FOR ANY MATTER BEYOND
GRANICUS’ REASONABLE CONTROL, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
LIMITATION OF LIABILITY. IN NO INSTANCE SHALL EITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR
DIRECT DAMAGES RESULTING EXCLUSIVELY FROM THE CLEARCASTER PRODUCTS (WHETHER IN
CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY CUSTOMER FOR GRANICUS SOLUTIONS
DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE
OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT DAMAGES. NEITHER PARTY MAY INSTITUTE AN
ACTION IN ANY FORM ARISING OUT OF NOR IN CONNECTION WITH THE CLEARCASTER PRODUCTS MORE
THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ARISEN.
463
Granicus, LLC Page 1 of 17
AAMENDMENT NO. 1 TO 2021 THE AGREEMENT BETWEEN THE CITY OF
MOORPARK AND GRANICUS, LLC, FOR HARDWARE AND SOFTWARE
MAINTENANCE AND MANAGED SERVICES
THIS Agreement, is made and effective as of this 1st day of November, 2021,
between the City of Moorpark, a municipal corporation ("City") and Granicus, LLC, a
Minnesota Limited Liability Company ("Granicus"). In consideration of the mutual
covenants and conditions set forth herein, the parties agree as follows:
WHEREAS, City has the need for hardware and software maintenance and
managed services; and
WHEREAS, Granicus specializes in providing such services and has the proper
work experience, certifications, and background to carry out the duties involved; and
WHEREAS, Granicus has submitted to City a Proposal dated September 28, 2021,
which is attached hereto as Exhibit B; and
NOW, THEREFORE, in consideration of the mutual covenants, benefits, and
premises herein stated, the parties hereto agree as follows:
THIS Amendment No. 1 to the 2021 Agreement between the City of Moorpark, a
municipal corporation ("City") and Granicus, LLC, a Minnesota Limited Liability
Company ("Granicus") for hardware and software is made and effective as of November
1, 2021. In consideration of the mutual covenants and conditions set forth herein, the
parties agree as follows:
WHEREAS, City has the needand Granicus entered into an Agreement for
hardware and software maintenance and managed services effective November 1,
2021 (“Agreement”); and
WHEREAS, Granicus specializes in providing such services and has the proper
work experience, certifications, and background to carry out the duties involved; andCity
and Granicus desire to revise the terms and conditions of the Agreement;
WHEREAS, Granicus has submitted to City a Proposal dated September 28, 2021,
which is attached hereto as Exhibit B; and
NOW, THEREFORE, in consideration of the mutual covenants, benefits, and
premises herein stated, the parties hereto agree to restate the Agreement in its entirety
as follows:
1. DEFINITIONS
"Confidential Information" shall mean all business, technical, and other information
(including without limitation, all product, services, financial, marketing, engineering,
research and development information, product specifications, technical data, data
ATTACHMENT 2
464
Granicus, LLC Page 2 of 17
sheets, programs, software, inventions, processes, know-how, chip designs, mask works,
designs, drawings, and any other documentation), disclosed from time to time by the
disclosing party to the receiving party, directly or indirectly in any manner whatsoever
(including without limitation, in writing, orally, electronically, in all types of computer
memory or storage or other media, or by drawings or inspection of physical items, and
whether or not modified or merged into other materials); provided, however, that the term
"Confidential Information" shall not include the Content that is intended to be published
on the Wwebsite.
"Content" shall mean any and all, documents, graphics, video, audio, images,
sounds and other content that is streamed or otherwise transmitted or provided by, or on
behalf of, the City to Granicus.
"Granicus Solution" shall mean the product(s) specified in Exhibit B the City's
proposal henceforth Proposal hereto.
"Equipment" shall mean the hardware components of Granicus Solution.
"Proposal" shall mean the document which specifies the Products or Services the
City chooses to utilize from Granicus.
"Intellectual Property Rights" shall mean all right, title and interest in and to any
and all intellectual property rights throughout the world, including, without limitation, any
and all patents, patent applications, copyrights, copyright applications, moral rights,
trademarks, trade secret rights, rights to know-how, inventions and algorithms, and any
and all similar or equivalent rights throughout the world.
"Losses" shall mean demands, claims, complaints, actions or causes of action, suits,
proceedings, investigations, arbitrations, assessments, fines, penalties, judgments,
losses, damages (including diminution in value), liabilities, obligations, and any costs and
expenses, including without limitation interest, penalties, investigative costs and
reasonable attorneys' fees.
"Losses" shall mean demands, claims, complaints, actions or causes of action,
suits, proceedings, investigations, arbitrations, assessments, fines, penalties, judgments,
losses, damages (including diminution in value), liabilities, obligations, and any costs and
expenses, including without limitation interest, penalties, investigative costs and
reasonable attorneys' fees.
"Representatives" shall mean the officers, directors, employees, agents, attorneys,
accountants, financial advisors, and other representatives of a party.
"Trademarks" shall mean, with respect to each party to this Agreement, all
trademarks, trade names, and logos.
"Managed Services" shall mean monthly monthly annual fees paid to Granicus by
the City for bandwidth usage associated with live and archived Iinternet streaming, data
storage, and Granicus Solution maintenance and monitoring.
465
Granicus, LLC Page 3 of 17
"Live" shall mean the time at which "Managed Services" are activated and monthly
billing begins.
"Live" shall mean the time at which "Managed Services" are activated and monthly
billing begins.
"Revocable" shall mean that the City's right to use or access the media
management software shall be annulled because the City has either discontinued their
use of a Granicus Managed Services program, failed to pay any Granicus fees for more
than thirty (30) days, or breached the terms of this Agreement.
2. PRIOR AGREEMENT
This Agreement supersedes all prior agreements, oral or written, between the two
parties.
The terms and conditions of the Agreement are hereby deleted in their entirety and
replaced with the terms and conditions of this Amendment No. 1.
Except as amended by this Amendment No. 1, all other terms and conditions of
the Agreement shall remain in full force and effect. In the event of any inconsistency
between the provisions of this Amendment No. 1 and the documents comprising the
Agreement, the provisions of this Amendment No. 1 shall prevail.
3. TERM
The term of this Agreement shall be from November 1, 2021, to October 31, 2024,
unless this Agreement is terminated or suspended pursuant to this Agreement.
4. SCOPE OF SERVICES
City does hereby retain Granicus, as an independent contractor, in a contractual
capacity to provide monthly annual hardware and software maintenance and managed
services, as set forth in Exhibit B, for a total not to exceed sixty-three thousand twenty-
one dollars and ninety-one cents ($63,021.91).
Consultant is also retained in a contractual capacity to configure and implement
certain meeting broadcast technologies as set forth in Exhibit B, for a total not to exceed
four thousand four hundred dollars ($4,400.00)
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.
Compensation for the services to be performed by Granicus shall be in accordance
with Exhibit B. Compensation will not exceed a total contract value of sixty-seven thousand
four hundred and fifteen dollars and ninety-one cents ($67,421.91) without a written
amendment to the aAgreement executed by both parties. Payment by City to Granicus shall
be in accordance with the provisions of this Agreement.
466
Granicus, LLC Page 4 of 17
5. GRANICUS' RESPONSIBILITIES
A. Maintenance of Equipment - Granicus shall not be responsible for any such
failure that is due to causes such as power surge, normal wear and tear, fire, flood, or
other casualty, accident, vandalism, misuse or abuse, alteration of the Equipment, or
failure of the City to maintain a proper environment or otherwise care for the Equipment.
Granicus has the technology in place to continually monitor all Equipment
Managed Services and should any malfunction appear, Granicus shall immediately notify
the City by posting at status.granicus.com. Granicus shall respond to requests to repair or
replace any non-functioning Equipment, provided directly from Granicus, and the City shall
grant Granicus or its Representatives access to the Equipment for this purpose at
reasonable times. City acknowledges any requests to repair or replace any non-functioning
equipment may incur additional costs. Granicus shall keep the City informed regarding the
time frame and progress of the repairs and replacements.
Granicus shall offer continuous customer support and is dedicated to ensuring that
the City is completely satisfied with Granicus products and services. Granicus staff is
available to the City twenty-four (24) hours per day, 365 days per year, by dialing 1- 800-
314-0147.
Granicus shall offer continuous customer support per the Granicus Service Level
Agreement, attached hereto as Exhibit D.
B. Use of Media Management Software - Granicus agrees to provide the City with
a Revocable, non-transferable and non-exclusive account to access Granicus Solution;
and grants the City a Revocable, non-sublicensable, non-transferable, and non-exclusive
right to use Granicus Solution. Granicus Solution is proprietary to Granicus and protected
by intellectual property laws and international intellectual property treaties. The City's
access to and use of Granicus Solution is licensed and not sold. The City shall be
responsible for any applicable costs and taxes associated with the City's use of Granicus
Solution, or the use of Granicus Solution through the City's account.
B. Use of Media Management Software - Granicus products and servicesSolutions
are purchased by ClientCity as subscriptions. Granicus hereby grants and ClientCity
hereby accepts, solely for its internal use, a worldwide, rRevocable, non-exclusive, non-
transferrable right to use the Granicus products and servicesSolutions during the term of
this Agreement. Granicus reserves all right, title and interest in the Granicus products
and servicesSolutions, the documentation and resulting product including all related
intellectual property rights. No implied licenses are granted to ClientCity. The Granicus
name, logo, and the product names are trademarks of Granicus, and no right or license
is granted to use them. . ClientCity assigns to Granicus any suggestion, enhancement,
request, recommendation, correction, or other feedback provided by ClientCity relating to
the use of the Granicus products and servicesSolutions. ClientCity shall not: (i) Misuse
any Granicus resources or cause any disruption, including but not limited to, the display
of adult content, advertisements, solicitations, or mass mailings to individuals who have
not agreed to be contacted; (ii) Use any process, program, or tool for gaining unauthorized
access to the systems, networks, or accounts of third parties; (iii) Use the Granicus
products and servicesSolutions in a manner in which system or network resources are
467
Granicus, LLC Page 5 of 17
unreasonably denied to third parties; (iv) Use the products and servicesSolutions as a
door or signpost to another server; (v) Access or use any portion of Granicus products
and servicesSolutions except as expressly allowed by this Agreement; (vi) Disassemble,
decompile, or otherwise reverse engineer all or any portion of the Granicus products and
servicesSolutions; (vii) Use the Granicus products and servicesSolutions for any unlawful
purposes; (viii) Export or allow access to the Granicus products and servicesSolutions in
violation of U.S. laws or regulations; (ix) subcontract, disclose, rent, or lea se the Granicus
products and servicesSolutions, or any portion thereof, for third party use; or (x) Modify,
adapt, or use the Granicus products and servicesSolutions to develop any software
application intended for resale which uses the Granicus products and servicesSolutions
in whole or in part.
C. Granicus Terms and Conditions - Exhibit C, Granicus Terms and Conditions, is
attached hereto and incorporated herein.
B.
C. Granicus ClearCaster Terms and Conditions - Exhibit C, Granicus ClearCaster
Terms and Conditions, is attached hereto and incorporated herein.
6. CONFIDENTIALITY
It is expected that one Party may disclose to the other Party certain information
which may be considered confidential or trade secret information. Confidential Information
shall include: (i) non-public information if it is clearly and conspicuously marked as
“confidential” or with a similar designation at the time of disclosure; (ii) non -public
information of a Party if it is identified as confidential or proprietary before, during, or
promptly after presentation and (iii) any information that should be re asonably understood
to be confidential or proprietary to a Party, given the nature of the information and the
context in which disclosed.
Subject to applicable law, each Party agrees to receive and hold any Confidential
Information in strict confidence. Each Party also agrees: (i) to protect and safeguard the
Confidential Information against unauthorized use, publication or disclosure; (ii) not to
reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential
Information except as specifically authorized by the other Party; (iii) not to use any
Confidential Information for any purpose other than for performance under this Agreement;
(iv) to restrict access to Confidential Information to those of its employees, agents, and
contractors who have a need to know, who have been advised of the confidential nature
thereof, and who are under express written obligations of confidentiality or under obligations
of confidentiality imposed by law or rule; and (v) to exercise at least the same standar d of
care and security to protect the Confidential Information received by it as it protects its own
confidential information. If a Party is requested or required in a judicial, administrative, or
governmental proceeding to disclose any Confidential Information, it will notify the other
Party as promptly as practicable so that such Party may seek a protective order or waiver
for that instance.
Confidential Information shall not include information which: (i) is or becomes public
knowledge through no fault of either Party; (ii) was in a Party’s possession before receipt
from the other Party; (iii) is rightfully received by a Party from a third pa rty without any duty
of confidentiality; (iv) is independently developed by a Party without use or reference to the
468
Granicus, LLC Page 6 of 17
other Party’s Confidential Information; or (v) is disclosed with the prior written consent of
the Parties.
Each Party shall return or destroy the Confidential Information upon written request
by the other Party; provided, however, that each Party may retain one copy of the
Confidential Information in order to comply with applicable law. City understands and
agrees that it may not always be possible to completely remove or delete all Confidential
Information from Granicus’ databases without some residual data.
6.7. CITY'S RESPONSIBILITIES
A. Responsibility for Content - City shall have sole control and responsibility over
the determination of which data and information shall be included in the Content that is to
be transmitted, including, if applicable, the determination of which cameras and
microphones shall be operational at any particular time and at any particular location. The
City shall not provide to Granicus, or permit to be provided to Granicus, any Content that
(i) infringes or violates any third parties' Intellectual Property Rights, rights of publicity or
rights of privacy, (ii) contains any defamatory material, or (iii) violates any fe deral, state,
local, or foreign laws, regulations, or statutes.
B. Granicus Terms and Conditions - Exhibit C, Granicus Terms and Conditions, is
attached hereto and incorporated herein.
7.8. SECURITY OF DATA
Granicus shall take commercially reasonable efforts to protect and control access
to the City Content. The City shall be responsible for the creation and protection of
username and password.
8.9. PERFORMANCE
Granicus shall at all times faithfully, competently and to the best of their ability,
experience, standard of care, and talent, perform all tasks described herein. Granicus
shall employ, at a minimum, generally accepted standards and practices utilized by
persons engaged in providing similar services as are required of Granicus her eunder in
meeting its obligations under this Agreement.
Granicus warrants that it takes all precautions that are standard in the industry to
increase the likelihood of a successful performance for the Granicus products and
servicesSolutions; however, the Granicus products and servicesSolutions are provided
“AS IS” and as available. EXCEPT AS PROVIDED ABOVE, EACH PARTY HEREBY
DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER
WHETHER ORAL AND WRITTEN, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-
INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. GRANICUS DOES
NOT WARRANT THAT GRANICUS PRODUCTS AND SERVICESSOLUTIONS WILL
MEET CLIENTCITY’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL
BE UNINTERRUPTED OR ERROR FREE.”
469
Granicus, LLC Page 7 of 17
9.10. MANAGEMENT
The individual directly responsible for Granicus' overall performance of the
Agreement provisions herein above set forth and to serve as principal liaison between
City and Granicus shall be Thomas Raville or Maxwell Buccelli.
Granicus’ contact person in charge of administration of this Agreement and to
serve as principal liaison between City and Granicus shall be the City’s Granicus Account
Representative or the Granicus Vice President of Contracts. Granicus will assign a
Project Manager to oversee the performance of services under this Agreement.
The City's contact person in charge of administration of this Agreement, and to
serve as principal liaison between Granicus and City, shall be the City Man ager or the
City Manager's designee.
10.11. PAYMENT
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 Granicus to provide monthly annual hardware and software
maintenance and managed services, as set forth in Exhibit B, for a total not to exceed sixty-
three thousand twenty-one dollars and ninety-one cents ($63,021.91). The City agrees to
pay Granicus to configure and implement certain meeting broadcast technologies as set
forth in Exhibit B, for a total not to exceed four thousand four hundred dollars ($4,400.00).
This amount shall not exceed sixty-seven thousand four hundred and twenty-one dollars and
ninety-one cents ($67,421.91) for the term of this 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 aAgreement executed by both
parties.
Granicus shall submit an invoice annually for services contracted under this
agreement within thirty (30) days of the commencement of the annual term. 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.
11.12. TERMINATION OR SUSPENSION WITHOUT CAUSE
The City may at any time, for any reason, with or without cause, suspend or
terminate this Agreement, or any portion hereof, by serving upon Granicus at least ninety
(90) days prior written notice. Upon receipt of said notice, Granicus shall immediately
cease all work under this Agreement, unless the notice provides otherwise. If the City
suspends or terminates a portion of this Agreement such suspension or termination shall
not make void or invalidate the remainder of this Agreement.
470
Granicus, LLC Page 8 of 17
Granicus may terminate this Agreement only by providing City with written notice
no less than ninety (90) days in advance of such termination.
In the event this Agreement is terminated or suspended pursuant to this Section,
the City shall pay to Granicus the actual value of the work performed up to the time of
termination or suspension, provided that the work performed is of value to the City. Upon
termination or suspension of the Agreement pursuant to this Section, Granicus will submit
an invoice to the City pursuant to this Agreement.
12.13. DEFAULT OF GRANICUS
Granicus' failure to comply with the material provisions of this Agreement shall
constitute a default. In the event that Granicus is in default for cause under the terms of
this Agreement, City shall have no obligation or duty to continue compensating Granicus
for any work performed after the date of default and can terminate or suspend this
Agreement immediately by written notice to Granicus. If such failure by Granicus to make
progress in the performance of work hereunder arises out of causes beyond Granicus'
control, and without fault or negligence of Granicus, it shall not be considered a default.
If the City Manager or the City Manager's designee determines that Granicus is in
material default in the performance of any of the terms or conditions of this Agreement,
designee e shall cause to be served upon Granicus a written notice of the default.
Granicus shall have thirty (30) days after service upon it of said notice in which to
cure the default by rendering a satisfactory performance. In the event that Granicus fails
to cure its material default within such period of time, the City shall have the right,
notwithstanding any other provision of this Agreement, to terminate this Agreement
without further notice and without prejudice to any other remedy to which it may be entitled
at law, in equity or under this Agreement.
13.14. TRADEMARK OWNERSHIP AND LICENSE
The City shall retain all right, title, and interest in and to its Trademarks, including
any goodwill associated therewith, subject to the limited license granted to Granicus
pursuant to this Section. Granicus shall retain all right, title, and interest in and to Granicus
Trademarks, including any goodwill associated therewith, subject to the limited license
granted to the City pursuant to this Section.
Each party grants to the other a Revocable, non-exclusive, non-transferable (other
than as may be provided in this Agreement), limited license to use the other party's
Trademarks as is reasonably necessary to perform its obligations under this Agreement,
provided that any promotional materials containing the other party's Trademarks shall be
subject to the prior written approval of such other party, which approval shall not be
unreasonable withheld.
Neither party shall use the other party's Trademarks in a manner that disparages
the other party or its products or services or portrays the other party or its products or
471
Granicus, LLC Page 9 of 17
services in a false, competitively adverse or poor light. Each party shall comply with the
other party's requests as to the use of the other party's Trademarks and shall avoid any
action that diminishes the value of such Trademarks.
14.15. CONTENT OWNERSHIP
The City shall own all right, title, and interest in and to all Content on the worldwide
basis, including, without limitation, all Intellectual Property Rights relating thereto, (i) with
respect to Content captured by cameras or microphones at the venue, at the time such
Content is so captured and prior to the time it is transmitted to the computer at the venue,
and (ii) with respect to all other Content, at the time such Content is transmitted or
otherwise provided to Granicus pursuant to this Agreement. To the extent that any such
Content is protectable by copyright, such Content shall be deemed to be "works made for
hire" under the copyright laws of the United States.
Granicus shall retain all Content indefinitely and in accordance with all applicable
laws, unless the City Manager or his or her designee approves in writing destruction of
specified records.
In the event of termination without cause of this Agreement, Granicus shall provide
to the City all Content on a media readable by most computer systems at that time and in
a form readable without any proprietary equipment or application(s).
15.16. INDEMNIFICATION AND HOLD HARMLESS
Granicus shall indemnify, defend and hold harmless City, and any and all of its
officers, employees, and agents ("City lndemnitees") from and against any and all causes
of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal
counsels' fees and costs of litigation ("claims"), arising out of Granicus' performance of its
obligations under this Agreement or out of the operations conducted by Granicus, including
the City's active or passive negligence, except for such loss or damage arising from the
sole negligence or willful misconduct of the City. In the event the City lndemnitees are
made a party to any action, lawsuit, or other adversarial proceeding arising from Granicus'
performance of this Agreement, Granicus shall provide a defense to the City lndemnitees
or at the City's option reimburse the City lndemnitees their costs of de fense, including
reasonable legal counsels' fees incurred in defense of such claims.
City shall defend, indemnify, and hold Granicus harmless from and against any
claims, and shall pay all losses, to the extent arising out of or related to (a) City's (or that
of anyone authorized by City or using logins or passwords assigned to City) use or
modification of any Granicus Products and Services; (b) any City content; or (c) City's
violation of applicable law.
Granicus agrees to be fully responsible according to the terms of this Section.
Failure of City to monitor compliance with these requirements imposes no additional
obligations on City and will in no way act as a waiver of any rights hereunder. This
obligation to indemnify and defend City as set forth here is binding on the successors,
472
Granicus, LLC Page 10 of 17
assigns, or heirs of Granicus and shall survive the termination of this Agreement or this
Section.
City does not and shall not waive any rights that it may have against Granicus by
reason of this Section, because of the acceptance by City, or the deposit with City, of any
insurance policy or certificate required pursuant to this Agreement. The hold harmless and
indemnification provisions shall apply regardless of whether or not said insurance policies
are determined to be applicable to any losses, liabilities, damages, costs, and expenses
described in this Section.
Granicus will defend ClientCity from and against all losses, liabilities, damages and
expenses arising from any claim or suit by a third party unaffiliated with ei ther Party to
this Agreement (“Claims”) and shall pay all losses, damages, liabilities, settlements,
judgments, awards, interest, civil penalties, and reasonable expenses (collectively,
“Losses,” and including reasonable attorneys’ fees and court costs), t o the extent arising
out of any Claims that Granicus products and servicesSolutions infringe a valid U.S.
copyright or U.S. patent issued as of the date of this Agreement. In the event of such a
Claim, if Granicus determines that this Agreement is likely affected, or if the solution is
determined in a final, non-appealable judgment by a court of competent jurisdiction, to
infringe a valid U.S. copyright or U.S. patent, Granicus will, in its discretion: (i) replace the
affected Granicus products and servicesSolutions; (ii) modify the affected Granicus
products and servicesSolutions to render it non-infringing; or (iii) terminate this Agreement
with respect to the affected solution and refund to ClientCity any prepaid fees for the then-
remaining or unexpired portion of the Agreement term. Notwithstanding the foregoing,
Granicus will have no obligation to indemnify, defend, or hold ClientCity harmless from
any Claim to the extent it is based upon: (i) a modification to any solution by ClientCity (or
by anyone under ClientCity’s direction or control or using logins or passwords assigned
to ClientCity); (ii) a modification made by Granicus pursuant to ClientCity’s required
instructions or specifications or in reliance on materials or information provided by
ClientCity; or (iii) ClientCity’s use (or use by anyone under ClientCity’s direction or control
or using logins or passwords assigned to ClientCity) of any Granicus products and
servicesSolutions other than in accordance with this Agreement. This Section sets forth
ClientCity’s sole and exclusive remedy, and Granicus’ entire liability, for any Claim that
the Granicus products and servicesSolutions or any other materials provided by Granicus
violate or infringe upon the rights of any third party.
With regard to any Claim subject to indemnification pursuant to this Section: (i) the
Party seeking indemnification shall promptly notify the indemnifying Party upon becoming
aware of the Claim; (ii) the indemnifying Party shall promptly assume sole defense and
control of such Claim upon becoming aware thereof; and (iii) the indemnified Party shall
reasonably cooperate with the indemnifying Party regarding such Claim. Ne vertheless,
the indemnified Party may reasonably participate in such defense, at its expense, with
counsel of its choice, but shall not settle any such Claim without the indemnifying Party’s
prior written consent. The indemnifying Party shall not settle or compromise any Claim in
any manner that imposes any obligations upon the indemnified Party without the prior
written consent of the indemnified Party.
City shall defend, indemnify, and hold Granicus harmless from and against any
claims, and shall pay all losses, to the extent arising out of or related to (a) City's (or that
of anyone authorized by City or using logins or passwords assigned to City) use or
473
Granicus, LLC Page 11 of 17
modification of any Granicus Products and ServicesSolutions; (b) any City content; or (c)
City's violation of applicable law.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO
INSTANCE SHALL EITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR DIRECT
DAMAGES UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR
OTHERWISE) EXCEED THE FEES PAID BY CLIENTCITY FOR THE GRANICUS
PRODUCTS AND SERVICESSOLUTIONS DURING THE SIX (6) MONTHS
IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE
OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT DAMAGES. GRANICUS
SHALL NOT BE RESPONSIBLE FOR ANY LOST PROFITS OR OTHER DAMAGES,
INCLUDING INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER
DAMAGES, HOWEVER CAUSED.
Granicus agrees to be fully responsible according to the terms of this Section.
Failure of City to monitor compliance with these requirements imposes no additional
obligations on City and will in no way act as a waiver of any rights hereunder. This
obligation to indemnify and defend City and the limitation of liability as set forth here is
binding on the successors, assigns, or heirs of Granicus and shall survive the termination
of this Agreement or this Section.
City does not and shall not waive any rights that it may have against Granicus by
reason of this Section, because of the acceptance by City, or the deposit with City, of any
insurance policy or certificate required pursuant to this Agreement. The hold harmless
and indemnification and limitation of liability provisions shall apply regardless of whether
or not said insurance policies are determined to be applicable to any losses, liabilities,
damages, costs, and expenses described in this Section.
16.17. INSURANCE
Granicus shall maintain prior to the beginning of and for the duration of this
Agreement insurance coverage as specified in Exhibit A attached hereto and incorporated
herein by this reference as though set forth in full.
17.18. INDEPENDENT CONTRACTOR
Granicus is and shall at all times remain as to the City a wholly independent
Contractor. The personnel performing the services under this Agreement on behalf of
Granicus shall at all times be under Granicus' exclusive direction and control. Neither City
nor any of its officers, employees, or agents shall have control over the conduct of
Granicus or any of Granicus' officers, employees, Representatives, or agents, except as
set forth in this Agreement. Granicus shall not at any time or in any manner represent that
it or any of its officers, employees, or agents are in any manner officers, employees, or
agents of the City. Granicus shall not incur or have the power to incur any debt, obligation,
or liability against City, or bind City in any manner.
No employee benefits shall be available to Granicus in connection with the
performance of this Agreement. Except for the fees paid to Granicus as provided in the
Agreement, City shall not pay salaries, wages, or other compensation to Granicus for
474
Granicus, LLC Page 12 of 17
performing services hereunder for City. City shall not be liable for compensation or
indemnification to Granicus for injury or sickness arising out of performing services
hereunder.
Nothing contained in this Agreement shall be deemed, construed, or represented
by City or Granicus, or by any third person, to create the relationship of principal or agent,
or of a partnership, or of a joint venture, or of any other association of any kind or nature
between City and Granicus
18.19. LEGAL RESPONSIBILITIES
Granicus shall keep itself informed of local, state and federal laws and regulations
which in any manner affect those employed by it or in any way affect the performance of
its service pursuant to this Agreement. Granicus shall at all times observe and comply
with all such laws and regulations, including but not limited to the Americans with
Disabilities Act and Occupational Safety and Health Administration laws and regulations.
The City, and its officers and employees, shall not be liable at law or in equity occasioned
by failure of Granicus to comply with this Section.
19.20. ANTI DISCRIMINATION
Neither Granicus, nor any Representative under Granicus, shall discriminate in
employment of persons upon the work because of race, religious creed, color, national
origin, ancestry, physical handicap, medical condition, marital status, or gender of such
person, except as provided in Section 12940 of the Government Code. Granicus shall
have responsibility for compliance with this Section [Labor Code Sec. 1735].
20.21. UNDUEINFLUENCE
Granicus declares and warrants that no undue influence or pressure is used
against or in concert with any officer or employee of the City in connection with the award,
terms or implementation of this Agreement, including any method of coercion, confidential
financial arrangement, or financial inducement. No officer or employee of the City will
receive compensation, directly or indirectly from Granicus, or any officer, employee or
agent of Granicus, in connection with the award of this Agreement or any work to be
conducted as a result of this Agreement. Violation of this Section shall be a material
breach of this Agreement entitling the City to any and all remedies at law or in equity.
21.22. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of the City, or their designees or agents, and no
public official who exercises authority over or responsibilities with respect to the Services
during his/her tenure or for one (1) year thereafter, shall have any interest, direct or
indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be
performed in connection with the Services performed under this Agreement.
22.23. CONFLICT OF INTEREST
Granicus covenants that neither they nor any officer or principal of their firm have
475
Granicus, LLC Page 13 of 17
any interests, nor shall they acquire any interest, directly or indirectly, which will conflict
in any manner or degree with the performance of their services hereunder. Granicus
further covenants that in the performance of this Agreement, they shall employ no person
having such interest as an officer, employee, agent, or subconsultant.
23.24. NOTICE
Any notice to be given pursuant to this Agreement shall be in writing, and all such
notices and any other document to be delivered shall be delivered by personal service or
by deposit in the United States mail, certified or registered, return receipt requested, with
postage prepaid, and addressed to the party for whom intended as follows:
To: City Manager
City of Moorpark
799 Moorpark Avenue
Moorpark, California 93021
To: Contracts
Granicus, LLC.
408 St. Peter Street, Suite 600
St. Paul, MN 55102
Either party may, from time to time, by written notice to the other, designate a
different address or contact person, which shall be substituted for the one above specified.
Notices, payments, and other documents shall be deemed delivered upon receipt by
personal service or as of the third (3rd) day after deposit in the United States mail.
24.25. CHANGE IN NAME
Should a change be contemplated in the name or nature of Granicus' legal entity,
Granicus shall first notify the City in order that proper steps may be taken to have the
change reflected in the Agreement documents.
25.26. ASSIGNMENT
Granicus shall not assign this Agreement or any of the rights, duties or obligations
hereunder. It is understood and acknowledged by the parties that Granicus is uniquely
qualified to perform the services provided for in this Agreement; provided, however, that
either Party may assign this Agreement without the other Party’s consent in the event of
any successor or assign that has acquired all, or substantially all, of the assigning Party’s
business by means of merger, stock purchase, asset purchase, or otherwise. Any
assignment or attempted assignment in violation of this Agreement will be null and void.
26.27. LICENSES
At all times during the term of this Agreement, Granicus shall have in full force and
effect, all licenses required of it by law for the performance of the services in this
Agreement.
476
Granicus, LLC Page 14 of 17
27.28. VENUE AND GOVERNING LAW
This Agreement is made, entered into, and executed in Ventura County, California,
and any action filed in any court or for arbitration for the interpretation, enforcement or
other action of the terms, conditions, or covenants referred to herein shall be filed in the
applicable court in Ventura County, California. The City and Granicus understand and
agree that the laws of the State of California shall govern the rights, obligations, duties,
and liabilities of the parties to this Agreement and also govern the interpretation of this
Agreement.
28.29. COST RECOVERY
In the event any action, suit or proceeding is brought for the enforcement of, or the
declaration of any right or obligation pursuant to this Agreement or as a result of any
alleged breach of any provision of this Agreement, the prevailing party shall be entitled to
recover its costs and expenses from the losing party, and any judgment or decree
rendered in such a proceeding shall include an award thereof.
Reserved. In the event any action, suit or proceeding is brought for the enforcement of, or
the declaration of any right or obligation pursuant to this Agreement or as a result of any
alleged breach of any provision of this Agreement, the prevailing party shall be entitled to
recover its costs and expenses from the losing party, and any judgment or decree
rendered in such a proceeding shall include an award thereof.
29.30. ARBITRATION
Cases involving a dispute between City and Granicus may be decided by an
arbitrator if both sides agree in writing, with costs proportional to the judgment of the
arbitrator.
30.31. ENTIRE AGREEMENT
This Agreement and the Exhibits attached hereto contain the entire understanding
between the parties relating to the obligations of the parties described in this Agreement.
All prior or contemporaneous agreements, understandings, representations, and
statements, oral or written, are merged into this Agreement and shall be of no further
force or effect. Each party is entering into this Agreement based solely upon the
representations set forth herein and upon each party's own independent investigation of
any and all facts such party deems material.
31.32. CAPTIONS OR HEADINGS
The captions and headings of the various Articles, Paragraphs, and Exhibits of this
Agreement are for convenience and identification only and shall not be deemed to limit or
define the content of the respective Articles, Paragraphs, and Exhibits hereof.
477
Granicus, LLC Page 15 of 17
32.33. AMENDMENTS
Any amendment, modification, or variation from the terms of this Agreement shall
be in writing and shall be effective only upon approval by both parties to this Agreement.
33.34. PRECEDENCE
In the event of conflict, the requirements of the City's Request for Proposal, if any,
and this Agreement shall take precedence over those contained in Granicus' Proposal
and Terms and Conditions.
34.35. INTERPRETATION OF AGREEMENT
Should interpretation of this Agreement, or any portion thereof, be necessary, it is
deemed that this Agreement was prepared by the parties jointly and equally and shall not
be interpreted against either party on the ground that the party prepared the Agreement
or caused it to be prepared.
35.36. WAIVER
No waiver of any provision of this Agreement shall be deemed, or shall constitute, a
waiver of any other provision, whether or not similar, nor shall any such waiver constitute a
continuing or subsequent waiver of the same provision. No waiver shall be binding unless
executed in writing by the party making the waiver.
36.37. AUTHORITY TO EXECUTE
The person or persons executing this Agreement on behalf of Granicus warrants
and represents that he/she has the authority to execute this Agreement on behalf of
Granicus and has the authority to bind Granicus to the performance of obligations
hereunder.
[signatures follow on next page]
478
Granicus, LLC Page 6 of 17
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF MOORPARK GRANICUS, LLC
_
Troy Brown, City Manager Jessica Yang, Senior Manager
Attest:
Ky Spangler, City Clerk
479
Granicus, LLC Page 7 of 17
Exhibit A
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of Work, Consultant will maintain
insurance in conformance with the requirements set forth below. Consultant will use
existing coverage to comply with these requirements. If that existing coverage does not
meet requirements set forth here, Consultant agrees to amend, supplement or endorse
the existing coverage to do so. Consultant acknowle dges 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 appli cable to a given loss, will be
available to the City.
Consultant 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 per occurrence for all covered losses and no less than
$2,000,000 general aggregate.
Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including
symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event
to be less than $1,000,000 per accident. If Consultant owns no vehicles, this
requirement may be satisfied by a non -owned auto endorsement to the general liability
policy described above. If Consultant or Consultant’s employees will use personal autos
in any way on this project, Consultant 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 per accident or
disease.
Cyber Insurance, including network risk and cyber liability coverage (including coverage
for unauthorized access, failure of security, breach of privacy perils, as well at notification
costs and regulatory defense) in an amount of not less than $1,000,000. Such insurance
shall be maintained in force at all times during the term of the Contract and for a period
of two one years thereafter for services completed during the term of the Contract.
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
480
Granicus, LLC Page 8 of 17
Consultant, subconsultants 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
aggregate.
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 Consultant.
Consultant and the City agree to the following with respect to insurance provided by
Consultant:
1. Consultant 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 and CG 2037
with edition acceptable to the City. Consultant also agrees to require all contractors
and subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Consultant, or Consultant’s employees, or agents, from waivi ng the right
to subrogation prior to a loss. Consultant agrees to waive subrogation rights
against the City regardless of the applicability of any insurance proceeds, and to
require all contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Consultant 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.
3. All insurance coverage and limits provided by Consultant 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 contractor or subcontractor.
6. All coverage types and limits required are subject to approval, modification, and
additional requirements by the City, as the need arises. Consultant 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.
481
Granicus, LLC Page 9 of 17
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 Consultant’s 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 Consultant or deducted from
sums due Consultant, at the City’s option to terminate this Agreement. 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 Consultant or deducted from sums due
Consultant, at the City’s option.
7.8. Certificate(s) are to reflect that the insurerConsultant will provide 30 days
notice to the City of any cancellation or reduction of coverage. Consultant 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.
8.9. It is acknowledged by the parties of this A greement that all insurance
coverage required to be provided by Consultant or any subcontractor, 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.
9.10. Consultant agrees to ensure that subcontractors, and any other party involved with
the Work who is brought onto or involved in the Work by Consultant, provide the
same minimum insurance required of Consultant. Consultant 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. Consultant
agrees that upon request, all agreements with subcontractors and others engaged
in the Work will be submitted to the City for review.
11. Consultant 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, subcontractor, 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 Consultant’s 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 the Consultant, 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 the Consultant 90 days
482
Granicus, LLC Page 10 of 17
advance written notice of such change. If such change results in substantial
additional cost to the Consultant, the City will negotiate additional compensation
proportional to the increased benefit to the City.
10.
11. 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 the Consultant 90 days
advance written notice of such change. If such change results in substantial
additional cost to the Consultant, the City will negotiate additional compensation
proportional to the increased benefit to the City.
12.13. 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. Consultant acknowledges and agrees that any actual or alleged failure on the part
of the City to inform Consultant 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.
13.15. Consultant 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. Consultant 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 toduring the term of 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.
14.16. Consultant 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. A coverage binder or letter from
Consultant’s 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 five ten days of the expiration of coverage.
15.17. The provisions of any Workers’ Compensation or similar act will not limit the
obligations of Consultant under this Agreement. Consultant 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
483
Granicus, LLC Page 11 of 17
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.
16.
17. 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.
18. 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. Consultant 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
Consultant 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. Consultant agrees to provide immediate notice to City of any claim or loss
against Consultant 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.
19.
20. Consultant agrees to provide immediate notice to City of any claim or loss against
Consultant 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 .
484
Order #: Q-158116
Prepared: 09/28/2021
Granicus, LLC. Page 17 of 27
EXHIBIT B
Granicus Proposal for Moorpark, CA
408 Saint Peter Street, Suite 600 THIS IS NOT AN INVOICE Order Form
Saint Paul, MN 55102 Prepared for
United States Moorpark, CA
Granicus Proposal for Moorpark, CA
ORDER DETAILS
Prepared By: Chloe Scheer
Phone:
Email: chloe.scheer@granicus.com
Order #: Q-158116
Prepared On: 09/28/2021
Expires On: 10/31/2021
ORDER TERMS
Currency: USD
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of
performance.)
Current Billing Term
End Date: 10/31/2021
Period of Performance: 11/01/2021 - 10/31/2022
485
Exhibit B
Order #: Q-158116
Prepared: 09/28/2021
Page 18 of 27 Granicus, LLC.
Order Form
Moorpark, CA
PRICING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this
Proposal.
Terminating Subscriptions
Solution Quantity/Unit Prior Annual Fee
Government Transparency Suite 0 Each $6,300.00
Granicus Encoding Appliance Software (GT) 0 Each $2,520.00
SUBTOTAL: $8,820.00
Upon the signing of this Agreement, annual fees for the terminating subscription(s) shall cease. Any pre -paid
fees for the terminating subscription(s) after the signing of this Agreement will be prorated from the signing of
this Agreement to the end of the ClientCity's then-current billing term, credited, and such credit applied to the
annual fees for new subscriptions.
ClientCity will continue to have access to and use the terminating solution until the new subscription(s)
is/are deployed.
Upon the deployment of ClientCity's new solution as determined at Granicus' sole discretion, Granicus shall
remove access to the ClientCity's terminating subscription(s).
One-Time Fees
Solution Billing
Frequency Quantity/Unit One-Time Fee
GovMeetings Live Cast SetUp and
Config Up Front 1 Each $0.00
Encoding Appliance HDW - WOWZA
ClearCaster Upon Delivery 1 Each $2,950.00
Granicus Video - Online Training Upon Delivery 2 Hours $450.00
Granicus ClearCaster Setup and
Configuration Up Front 1 Each $875.00
US Shipping Charge C - Large Item Upon Delivery 1 Each $125.00
SUBTOTAL: $4,400.00
486
Exhibit B
Order #: Q-158116
Prepared: 09/28/2021
Page 19 of 27 Granicus, LLC.
Order Form
Moorpark, CA
New Subscription Fees
Solution Billing
Frequency Quantity/Unit Annual Fee
GovMeetings Live Cast Annual 1 Each $8,136.00
Granicus ClearCaster Software Annual 1 Each $2,520.00
SUBTOTAL: $10,656.00
Renewing Subscription Fees
Solution Billing
Frequency Quantity/Unit Annual Fee
Open Platform Suite Annual 1 Each $0.00
Meeting Efficiency Suite Annual 1 Each $9,733.50
SUBTOTAL: $9,733.50
487
Exhibit B
Order #: Q-158116
Prepared: 09/28/2021
Granicus, LLC. Page 20 of 27
Order Form
Moorpark, CA
FUTURE YEAR PRICING
Solution(s) Period of Performance
11/01/2022 - 10/31/2023 11/01/2023 - 10/31/2024
Open Platform Suite $0.00 $0.00
Meeting Efficiency Suite $10,025.51 $10,326.27
GovMeetings Live Cast $8,380.08 $8,631.48
Granicus ClearCaster Software $2,595.60 $2,673.47
SUBTOTAL: $21,001.19 $21,631.22
488
Exhibit B
Order #: Q-158116
Prepared: 09/28/2021
Granicus, LLC. Page 21 of 27
PRODUCT DESCRIPTIONS
Order Form
Moorpark, CA
Solution 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.
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, use LiveManager to 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, 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 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
• Up to one (1) MS Word minutes template (additional templates can
be purchased if needed)
GovMeetings Live Cast GgovMeetings LiveCast provides the ability to manage public meetings
from anywhere, on almost any device using cloud based software and a
Granicus ClearCaster encoder. It will stream public meetings in HD, allow
users to live index items, record and publish minutes, and provide archive
videos for on-demand viewing.
Encoding Appliance HDW -
WOWZA ClearCaster
WOWZA ClearCaster encoder is the hardware appliance used convert the
video feed for video streaming on the web. It also records the video and
provides the MP4 file for archive playback.
Granicus Video - Online Training Granicus Video - Online Training
US Shipping Charge C - Large
Item
US shipping of a large item
489
Exhibit C
Order #: Q-158116
Prepared: 09/28/2021
Granicus, LLC. Page 24 of 27
Order Form
Moorpark, CA
THIRD PARTY DISCLAIMER
ClearCaster and LiveCast Services: ClientCity and Granicus agree that a third party will provide services under
this Agreement. ClientCity expressly understands that the third party is an independent contractor and not an
agent or employee of Granicus. Granicus is not liable for acts performed by such an independent third party.
490
Exhibit C
Order #: Q-158116
Prepared: 09/28/2021
Granicus, LLC. Page 25 of 27
Order Form
Moorpark, CA
ClearCaster Terms & Conditions
The ClearCaster products are subject to the following terms:
Permitted Use. Granicus hereby grants during each Order Term or as otherwise specified in the Order,
and Customer hereby accepts, solely for its internal use, a worldwide, revocable, non- exclusive, non-
transferrable right to use the ClearCaster products to the extent allowed in the relevant Order
(collectively the “Permitted Use”). The Permitted Use shall also include the right, subject to the
conditions and restrictions set forth herein, to use the ClearCaster products up to the levels limited in the
applicable Order.
Data Sources. Data uploaded into ClearCaster products must be brought in from Customer sources
(interactions with end users and opt-in contact lists). Customer cannot upload purchased contact
information into the ClearCaster products without Granicus’ written permission and professional
services support for list cleansing.
Passwords. Passwords are not transferable to any third party. Customer is responsible for keeping all
passwords secure and all use of the the ClearCaster products accessed through Customer’s passwords.
Content. Customer can only use the ClearCaster products to share content that is created by and
owned by Customer and/or content for related organizations provided that it is in support of other
organizations but not as a primary communication vehicle for other organizations that do not have a
Granicus subscription. Any content deemed inappropriate for a public audience or in support of
programs or topics that are unrelated to Customer, can be removed or limited by Granicus.
Disclaimers. Any text, data, graphics, or any other material displayed or published on Customer’s
website must be free from violation of or infringement of copyright, trademark, service mark, patent,
trade secret, statutory, common law or proprietary or intellectual property rights of others. Granicus is
not responsible for content migrated by ClientCity or any third party.
Advertising. The ClearCaster products shall not be used to promote products or services available for
sale through Customer or any third party unless approved in writing, in advance, by Granicus. Granicus
reserves the right to request and review the details of any agreement between Customer and a third
party that compensates Customer for the right to have information included in Content distributed or
made available through the ClearCaster products prior to approving the presence of Advertising within
the ClearCaster products.
Restrictions. Customer shall not:
▪ Misuse any Granicus resources or the ClearCaster products or cause any disruption, including but
not limited to, the display of pornography or linking to pornographic material, advertisements,
solicitations, or mass mailings to individuals who have not agreed to be contacted;
▪ Use any process, program, or tool for gaining unauthorized access to the systems, networks, or
491
Exhibit C
Order #: Q-158116
Prepared: 09/28/2021
Granicus, LLC. Page 26 of 27
Order Form
Moorpark, CA
accounts of other parties, including but not limited to, other Granicus customers;
▪ Customer must not use the Granicus products, services or the ClearCaster products in a manner
in which system or network resources are unreasonably denied to other Granicus clients;
▪ Customer must not use the services or ClearCaster products as a door or signpost to another
server.
▪ Access or use any portion of the ClearCaster products, except as expressly allowed by this Order;
▪ Copy, distribute, sublicense, or otherwise share, software provided on the ClearCaster products;
▪ Disassemble, decompile, or otherwise reverse engineer all or any portion of the ClearCaster
products; or add or remove software on the ClearCaster products without Granicus consent;
▪ Use the ClearCaster products for any unlawful purposes;
▪ Export or allow access to the ClearCaster products in violation of U.S. laws or regulations;
▪ Except as expressly permitted in this Order, subcontract, disclose, rent, or lease the ClearCaster
products, or any portion thereof, for third party use; or
▪ Modify, adapt, or use the ClearCaster products to develop any software application intended
for resale which uses the ClearCaster products in whole or in part.
Customer Feedback. Customer assigns to Granicus any suggestion, enhancement, request,
recommendation, correction or other feedback provided by Customer relating to the use of the
ClearCaster products. Granicus may use such submissions as it deems appropriate in its sole discretion.
Reservation of Rights. Subject to the limited rights expressly granted hereunder, Granicus and/or its
licensors reserve all right, title and interest in the ClearCaster products, the documentation and resulting
product including all related intellectual property rights. Further, no implied licenses are granted to
Customer. The Granicus name, the Granicus logo, and the product names associated with the services are
trademarks of Granicus or its suppliers, and no right or license is granted to use them.
License to Content; Access. Customer hereby grants Granicus and its vendors a limited right and license
to view, access, use, modify, adapt, reproduce, transmit, distribute, display, and disclose Content for the
sole purpose of providing the ClearCaster products. Customer agrees that Granicus and its vendors may
remotely access the ClearCaster products for the sole purpose of providing Granicus products and
servicesSolutions, and the ClearCaster products.
492
Exhibit C
Order #: Q-158116
Prepared: 09/28/2021
Granicus, LLC. Page 27 of 27
Order Form
Moorpark, CA
Warranties and Disclaimers. The ClearCaster products are provided “AS IS” and as available. EACH PARTY
HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ORAL
AND WRITTEN, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER
GRANICUS NOR ITS SUPPLIERS WARRANT THAT THE CLEARCASTER PRODUCTS WILL MEET CUSTOMER’S
REQUIREMENTS NOR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.
Notwithstanding the foregoing and subject to payment of all applicable fees, Granicus will provide a three
(3)year warranty with respect to required hardware. Within the three (3) year warranty period, Granicus
shall repair or replace any required hardware provided directly from Granicus that fails to function
properly due to normal wear and tear, defective workmanship, or defective materials.
EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL
GRANICUS NOR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE
THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, GRANICUS NOR ITS SUPPLIER SHALL BE LIABLE FOR: (A) ERROROR INTERRUPTION OF USE OR
FOR LOSS OR INACCURACY OR CORRUPTION OF CUSTOMER DATA; (B) COST OF PROCUREMENT OF
SUBSTITUTE GOODS, SERVICES, TECHNOLOGY, OR HARDWARE; (C) LOSS OF BUSINESS; (D) DAMAGES
ARISING OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, HARDWARE,
CLEARCASTER PRODUCTS, OR RELATED TECHNICAL SUPPORT; OR (E) FOR ANY MATTER BEYOND
GRANICUS’ REASONABLE CONTROL, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
LIMITATION OF LIABILITY. IN NO INSTANCE SHALL EITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR
DIRECT DAMAGES RESULTING EXCLUSIVELY FROM THE CLEARCASTER PRODUCTS (WHETHER IN
CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY CUSTOMER FOR GRANICUS PRODUCTS
AND SERVICESSOLUTIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE THE
DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT DAMAGES.
NEITHER PARTY MAY INSTITUTE AN ACTION IN ANY FORM ARISING OUT OF NOR IN CONNECTION WITH
THE CLEARCASTER PRODUCTS MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ARISEN.
493