2021-22 Granicus - Website Design & UpdateMEMORANDUM
DATE:
TO:
FROM:
RE:
Please list the Contracting Party / Vendor Name, type of agreement to be executed, including any change orders or
amendments, and the type of services to be provided. Make sure to list any related Project No. and Project Name.
Authority to execute this agreement is based upon:
___ Approved by City Council on ___________________________________________
___ City Manager’s signing authority provided under the City’s Purchasing Police
[Resolution No. 2019-021] for budget expenditures of $50,000 or less.
___ Department Director’s or Manager’s signing authority provided under the City’s
Purchasing Policy [Resolution No. 2019-021] for budget expenditures of $15,000 and
$5,000, respectively, or less.
Procurement Method (one must apply):
___ Bid ___ RFP ___ RFQ ___ 3 written informal bids
___ Sole Source ___ Select Source ___ Cooperative Procurement
Requesting department shall check and attach the items below as appropriate:
___ Agreement payment will be charged to Account No.: _____________________
___ Agreement term: Start Date ________________ End Date ________________
___ Amount of Agreement, Amendment, Change Order, etc.: $____________________
REMINDER: Signing authorities listed above are applicable on the aggregate Agreement amount,
not individual Amendments or Change Orders!
___ Insurance certificates as required by the Agreement for Risk Manager approval
Approved by: ______________________________ Date: _______________
___ Bonds (originals)as required by the Agreement (Performance, Payment, etc.)
___ Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s)
NOTE: Review the “Form 700 Disclosure for Consultants” guidance to determine if a Form 700 is
required pursuant FPPC regulation 18701(2)
___ Business License No. __________________; Expires: __________________
___ Requisition for a Purchase Order has been prepared (Agreements over $5,000)
April 27, 2021
Jon McMillen, City Manager
Marcie Graham, Marketing Manager
Agreement with Granicus, LLC. for FY20/21
✔
✔502- 00000-60301
04/22/2021 06/30/2021
47,825
Monika Radeva 4/29/2021
AGREEMENT FOR CONTRACT SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (the “Agreement”) is made
and entered into by and between the CITY OF LA QUINTA, (“City”), a California
municipal corporation, and Granicus, LLC, a Minnesota Limited Liability
Company, 408 St. Peter St, Suite 600, St. Paul, MN 55102 (“Contracting
Party”). The parties hereto agree as follows:
1. SERVICES OF CONTRACTING PARTY.
1.1 Scope of Services. In compliance with all terms and conditions of
this Agreement, Contracting Party shall provide those services related to
website design and implementation, as specified in the “Scope of Services”
attached hereto as “Exhibit A” and incorporated herein by this reference (the
Services”). Contracting Party represents and warrants that Contracting Party
is a provider of first-class work and/or services and Contracting Party is
experienced in performing the Services contemplated herein. For purposes of
this Agreement, the phrase “industry standards” shall mean those standards
of practice recognized by one or more first-class firms performing similar
services under similar circumstances.
1.2 Compliance with Law. All Services rendered hereunder shall be
provided in accordance with all ordinances, resolutions, statutes, rules,
regulations, and laws of the City and any Federal, State, or local governmental
agency of competent jurisdiction.
1.3 Wage and Hour Compliance, Contracting Party shall comply with
applicable Federal, State, and local wage and hour laws.
1.4 Licenses, Permits, Fees and Assessments. Except as otherwise
specified herein, Contracting Party shall obtain at its sole cost and expense
such licenses, permits, and approvals as may be required by law for the
performance of the Services required by this Agreement, including a City of
La Quinta business license. Contracting Party and its employees, agents, and
subcontractors shall, at their sole cost and expense, keep in effect at all times
during the term of this Agreement any licenses, permits, and approvals that
are legally required for the performance of the Services required by this
Agreement. Contracting Party shall have the sole obligation to pay for any
fees, assessments, and taxes, plus applicable penalties and interest, which
may be imposed by law and arise from or are necessary for the performance
of the Services required by this Agreement, and shall indemnify, defend (with
counsel selected by City), and hold City, its elected officials, officers,
employees, and agents, free and harmless against any such fees,
assessments, taxes, penalties, or interest levied, assessed, or imposed
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against City hereunder. Contracting Party shall be responsible for all
subcontractors’ compliance with this Section.
1.5 Familiarity with Work. By executing this Agreement, Contracting
Party warrants that (a) it has thoroughly investigated and considered the
Services to be performed, (b) it has investigated the site where the Services
are to be performed, if any, and fully acquainted itself with the conditions
there existing, (c) it has carefully considered how the Services should be
performed, and (d) it fully understands the facilities, difficulties, and
restrictions attending performance of the Services under this Agreement.
Should Contracting Party discover any latent or unknown conditions materially
differing from those inherent in the Services or as represented by City,
Contracting Party shall immediately inform City of such fact and shall not
proceed except at Contracting Party’s risk until written instructions are
received from the Contract Officer, or assigned designee (as defined in
Section 4.2 hereof).
1.6 Standard of Care. Contracting Party acknowledges and
understands that the Services contracted for under this Agreement require
specialized skills and abilities and that, consistent with this understanding,
Contracting Party’s work will be held to an industry standard of quality and
workmanship. Consistent with Section 1.5 hereinabove, Contracting Party
represents to City that it holds the necessary skills and abilities to satisfy the
industry standard of quality as set forth in this Agreement. The performance
of Services by Contracting Party shall not relieve Contracting Party from any
obligation to correct any incomplete, inaccurate, or defective work at no
further cost to City, when such inaccuracies are due to the negligence of
Contracting Party.
1.7 Additional Services. In accordance with the terms and conditions
of this Agreement, Contracting Party shall perform services in addition to
those specified in the Scope of Services (“Additional Services”) only when
directed to do so by the Contract Officer, or assigned designee, provided
that Contracting Party shall not be required to perform any Additional Services
without compensation. Contracting Party shall not perform any Additional
Services until receiving prior written authorization (in the form of a written
change order if Contracting Party is a contractor performing the Services) from
the Contract Officer, or assigned designee, incorporating therein any
adjustment in (i) the Contract Sum, and/or (ii) the time to perform this
Agreement, which said adjustments are subject to the written approval of
Contracting Party. It is expressly understood by Contracting Party that the
provisions of this Section shall not apply to the Services specifically set forth
in the Scope of Services or reasonably contemplated therein. It is specifically
understood and agreed that oral requests and/or approvals of Additional
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Services shall be barred and are unenforceable. Failure of Contracting Party
to secure the Contract Officer’s, or assigned designee’s written authorization
for Additional Services shall constitute a waiver of any and all right to
adjustment of the Contract Sum or time to perform this Agreement, whether
by way of compensation, restitution, quantum meruit, or the like, for
Additional Services provided without the appropriate authorization from the
Contract Officer, or assigned designee. Compensation for properly
authorized Additional Services shall be made in accordance with Section 2.3
of this Agreement.
1.8 Special Requirements. Additional terms and conditions of this
Agreement, if any, which are made a part hereof are set forth in “Exhibit D”
the “Special Requirements”), which is incorporated herein by this reference
and expressly made a part hereof. In the event of a conflict between the
provisions of the Special Requirements and any other provisions of this
Agreement, the provisions of the Special Requirements shall govern.
2. COMPENSATION.
2.1 Contract Sum. For the Services rendered pursuant to this
Agreement, Contracting Party shall be compensated in accordance with the
Granicus Quotation No. Q-125158 attached as Exhibit A in a total amount not
to exceed Forty Seven Thousand Eight Hundred Twenty-Five Dollars
47,825.00) (the “Contract Sum”), except as provided in Section 1.7.
2.2 Method of Billing & Payment. Any month in which Contracting
Party wishes to receive payment, Contracting Party shall submit to City no
later than the tenth (10th) working day of such month, in the form approved
by City’s Finance Director, an invoice specifying the Services rendered prior
to the date of the invoice. Such invoice shall contain a certification by a
principal member of Contracting Party specifying that the payment requested
is for Services performed in accordance with the terms of this Agreement.
Upon approval in writing by the Contract Officer, or assigned designee, and
subject to retention pursuant to Section 8.3, City will pay Contracting Party
for all items stated thereon which are approved by City pursuant to this
Agreement no later than thirty (30) days after invoices are received by the
City’s Finance Department.
2.3 Compensation for Additional Services. Additional Services
approved in advance by the Contract Officer, or assigned designee, pursuant
to Section 1.7 of this Agreement shall be paid for in an amount agreed to in
writing by both City and Contracting Party in advance of the Additional
Services being rendered by Contracting Party. Any compensation for
Additional Services amounting to five percent (5%) or less of the Contract
Sum may be approved by the Contract Officer, or assigned designee. Any
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greater amount of compensation for Additional Services must be approved by
the La Quinta City Council, the City Manager, or Department Director,
depending upon City laws, regulations, rules and procedures concerning public
contracting. Under no circumstances shall Contracting Party receive
compensation for any Additional Services unless prior written approval for the
Additional Services is obtained from the Contract Officer, or assigned
designee, pursuant to Section 1.7 of this Agreement.
3. PERFORMANCE SCHEDULE.
3.1 Time of Essence. Time is of the essence in the performance of
this Agreement. If the Services not completed in accordance with the
Schedule of Performance, as set forth in Section 3.2 and “Exhibit C”, it is
understood that the City may suffer damage.
3.2 Schedule of Performance. All Services rendered pursuant to this
Agreement shall be performed diligently and within the time period
established in “Exhibit C” (the “Schedule of Performance”). Extensions to the
time period specified in the Schedule of Performance may be approved in
writing by the Contract Officer, or assigned designee.
3.3 Force Majeure. The time period specified in the Schedule of
Performance for performance of the Services rendered pursuant to this
Agreement shall be extended because of any delays due to unforeseeable
causes beyond the control and without the fault or negligence of Contracting
Party, including, but not restricted to, acts of God or of the public enemy,
fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes,
freight embargoes, acts of any governmental agency other than City, and
unusually severe weather, if Contracting Party shall within ten (10) days of
the commencement of such delay notify the Contract Officer, or assigned
designee, in writing of the causes of the delay. The Contract Officer, or
assigned designee, shall ascertain the facts and the extent of delay, and
extend the time for performing the Services for the period of the forced delay
when and if in the Contract Officer’s judgment such delay is justified, and the
Contract Officer’s determination, or assigned designee, shall be final and
conclusive upon the parties to this Agreement. Extensions to time period in
the Schedule of Performance which are determined by the Contract Officer, or
assigned designee, to be justified pursuant to this Section shall not entitle
the Contracting Party to additional compensation in excess of the Contract
Sum.
3.4 Term. Unless earlier terminated in accordance with the provisions
in Article 8.0 of this Agreement, the term of this agreement shall commence
on the date of execution of this Agreement, and terminate after 12 months
Initial Term”).
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4. COORDINATION OF WORK.
4.1 Representative of Contracting Party. The following principal(s) of
Contracting Party are designated as the representatives and contact person
for purposes of overseeing performance of this Agreement: Andrew Murray
4.2 Contract Officer. The “Contract Officer”, otherwise known as
the Jon McMillan, City Manager or assigned designee may be designated
in writing by the City Manager of the City. It shall be Contracting Party’s
responsibility to assure that the Contract Officer, or assigned designee, is
kept informed of the progress of the performance of the Services, and
Contracting Party shall refer any decisions, that must be made by City to the
Contract Officer, or assigned designee. Unless otherwise specified herein,
any approval of City required hereunder shall mean the approval of the
Contract Officer, or assigned designee. The Contract Officer, or assigned
designee, shall have authority to sign all documents on behalf of City required
hereunder to carry out the terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignment. The
experience, knowledge, capability, and reputation of Contracting Party, were
a substantial inducement for City to enter into this Agreement. Except as set
forth in this Agreement, Contracting Party shall not contract or subcontract
with any other entity to perform in whole or in part the Services required
hereunder without the express written approval of City. In addition, neither
this Agreement nor any interest herein may be transferred, assigned,
conveyed, hypothecated, or encumbered, voluntarily or by operation of law,
without the prior written approval of City. Transfers restricted hereunder shall
include the transfer to any person or group of persons acting in concert of
more than twenty five percent (25%) of the present ownership and/or control
of Contracting Party, taking all transfers into account on a cumulative basis.
Any attempted or purported assignment or contracting or subcontracting by
Contracting Party without City’s express written approval shall be null, void,
and of no effect. No approved transfer shall release Contracting Party of any
liability hereunder without the express consent of City.
4.4 Independent Contractor. Neither City nor any of its employees
shall have any control over the manner, mode, or means by which Contracting
Party, its agents, or its employees, perform the Services required herein,
except as otherwise set forth herein. City shall have no voice in the selection,
discharge, supervision, or control of Contracting Party’s employees, servants,
representatives, or agents, or in fixing their number or hours of service.
Contracting Party shall perform all Services required herein as an independent
contractor of City and shall remain at all times as to City a wholly independent
contractor with only such obligations as are consistent with that role.
Contracting Party shall not at any time or in any manner represent that it or
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any of its agents or employees are agents or employees of City. City shall not
in any way or for any purpose become or be deemed to be a partner of
Contracting Party in its business or otherwise or a joint venture or a member
of any joint enterprise with Contracting Party. Contracting Party shall have
no power to incur any debt, obligation, or liability on behalf of City.
Contracting Party shall not at any time or in any manner represent that it or
any of its agents or employees are agents or employees of City. Except for
the Contract Sum paid to Contracting Party as provided in this Agreement,
City shall not pay salaries, wages, or other compensation to Contracting Party
for performing the Services hereunder for City. City shall not be liable for
compensation or indemnification to Contracting Party for injury or sickness
arising out of performing the Services hereunder. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the
contrary, Contracting Party and any of its employees, agents, and
subcontractors providing services under this Agreement shall not qualify for
or become entitled to any compensation, benefit, or any incident of
employment by City, including but not limited to eligibility to enroll in the
California Public Employees Retirement System (“PERS”) as an employee of
City and entitlement to any contribution to be paid by City for employer
contributions and/or employee contributions for PERS benefits. Contracting
Party agrees to pay all required taxes on amounts paid to Contracting Party
under this Agreement, and to indemnify and hold City harmless from any and
all taxes, assessments, penalties, and interest asserted against City by reason
of the independent contractor relationship created by this Agreement.
Contracting Party shall fully comply with the workers’ compensation laws
regarding Contracting Party and Contracting Party’s employees. Contracting
Party further agrees to indemnify and hold City harmless from any failure of
Contracting Party to comply with applicable workers’ compensation laws. City
shall have the right to offset against the amount of any payment due to
Contracting Party under this Agreement any amount due to City from
Contracting Party as a result of Contracting Party’s failure to promptly pay to
City any reimbursement or indemnification arising under this Section.
4.5 Identity of Persons Performing Work. Contracting Party
represents that it employs or will employ at its own expense all personnel
required for the satisfactory performance of any and all of the Services set
forth herein. Contracting Party represents that the Services required herein
will be performed by Contracting Party or under its direct supervision, and
that all personnel engaged in such work shall be fully qualified and shall be
authorized and permitted under applicable State and local law to perform such
tasks and services.
4.6 City Cooperation. City shall provide Contracting Party with any
plans, publications, reports, statistics, records, or other data or information
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pertinent to the Services to be performed hereunder which are reasonably
available to Contracting Party only from or through action by City.
5. INSURANCE.
5.1 Insurance. Prior to the beginning of any Services under this
Agreement and throughout the duration of the term of this Agreement,
Contracting Party shall procure and maintain, at its sole cost and expense,
and submit concurrently with its execution of this Agreement, policies of
insurance as set forth in “Exhibit E” (the “Insurance Requirements”) which is
incorporated herein by this reference and expressly made a part hereof.
5.2 Proof of Insurance. Contracting Party shall provide Certificate of
Insurance to Agency along with all required endorsements. Certificate of
Insurance and endorsements must be approved by Agency’s Risk Manager
prior to commencement of performance.
6. INDEMNIFICATION.
6.1 Indemnification. To the fullest extent permitted by law,
Contracting Party shall indemnify, protect, defend (with counsel selected by
City), and hold harmless City and any and all of its officers, employees,
agents, and volunteers as set forth in “Exhibit F” (“Indemnification”) which is
incorporated herein by this reference and expressly made a part hereof. IN
NO INSTANCE SHALL EITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR
DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR ANY OTHER
DAMAGES UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR
OTHERWISE) EXCEED THE FEES PAID BY CLIENT FOR THE GRANICUS PRODUCTS
AND SERVICES 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 SIMILAR DAMAGES.
7. RECORDS AND REPORTS.
7.1 Reports. Contracting Party shall periodically prepare and submit
to the Contract Officer, or assigned designee, such reports concerning
Contracting Party’s performance of the Services required by this Agreement
as the Contract Officer, or assigned designee, shall require. Contracting
Party hereby acknowledges that City is greatly concerned about the cost of
the Services to be performed pursuant to this Agreement. For this reason,
Contracting Party agrees that if Contracting Party becomes aware of any facts,
circumstances, techniques, or events that may or will materially increase or
decrease the cost of the Services contemplated herein or, if Contracting Party
is providing design services, the cost of the project being designed,
Contracting Party shall promptly notify the Contract Officer, or assigned
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designee, of said fact, circumstance, technique, or event and the estimated
increased or decreased cost related thereto and, if Contracting Party is
providing design services, the estimated increased or decreased cost estimate
for the project being designed.
7.2 Records. Contracting Party shall keep, and require any
subcontractors to keep, such ledgers, books of accounts, invoices, vouchers,
canceled checks, reports (including but not limited to payroll reports), studies,
or other documents relating to the disbursements charged to City and the
Services performed hereunder (the “Books and Records”), as shall be
necessary to perform the Services required by this Agreement and enable the
Contract Officer, or assigned designee, to evaluate the performance of such
Services. Any and all such Books and Records shall be maintained in
accordance with generally accepted accounting principles and shall be
complete and detailed. The Contract Officer, or assigned designee, shall
have full and free access to such Books and Records at all times during normal
business hours of City, including the right to inspect, copy, audit, and make
records and transcripts from such Books and Records. Such Books and
Records shall be maintained for a period of three (3) years following
completion of the Services hereunder, and City shall have access to such
Books and Records in the event any audit is required. In the event of
dissolution of Contracting Party’s business, custody of the Books and Records
may be given to City, and access shall be provided by Contracting Party’s
successor in interest. Under California Government Code Section 8546.7, if
the amount of public funds expended under this Agreement exceeds Ten
Thousand Dollars ($10,000.00), this Agreement shall be subject to the
examination and audit of the State Auditor, at the request of City or as part
of any audit of City, for a period of three (3) years after final payment under
this Agreement.
7.3 Ownership of Documents. All drawings, specifications, maps,
designs, photographs, studies, surveys, data, notes, computer files, reports,
records, documents, and other materials plans, drawings, estimates, test
data, survey results, models, renderings, and other documents or works of
authorship fixed in any tangible medium of expression, including but not
limited to, physical drawings, digital renderings, or data stored digitally,
magnetically, or in any other medium prepared or caused to be prepared
solely and exclusively for the City by Contracting Party, its employees,
subcontractors, and agents in the performance of this Agreement (the
Documents and Materials”) shall be the property of City and shall be delivered
to City upon request of the Contract Officer, or assigned designee, or upon
the expiration or termination of this Agreement, and Contracting Party shall
have no claim for further employment or additional compensation as a result
of the exercise by City of its full rights of ownership use, reuse, or assignment
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of the Documents and Materials hereunder. Any use, reuse or assignment of
such completed Documents and Materials for other projects and/or use of
uncompleted documents without specific written authorization by Contracting
Party will be at City’s sole risk and without liability to Contracting Party, and
Contracting Party’s guarantee and warranties shall not extend to such use,
revise, or assignment. Contracting Party may retain copies of such
Documents and Materials for its own use. Contracting Party shall have an
unrestricted right to use the concepts embodied therein. All subcontractors
shall provide for assignment to City of any Documents and Materials prepared
by them, and in the event Contracting Party fails to secure such assignment,
Contracting Party shall indemnify City for all damages resulting therefrom.
7.4 In the event City or any person, firm, or corporation authorized
by City reuses said Documents and Materials without written verification or
adaptation by Contracting Party for the specific purpose intended and causes
to be made or makes any changes or alterations in said Documents and
Materials, City hereby releases, discharges, and exonerates Contracting Party
from liability resulting from said change. The provisions of this clause shall
survive the termination or expiration of this Agreement and shall thereafter
remain in full force and effect.
7.5 Licensing of Intellectual Property.
Granicus Products and Services. The Granicus Products and Services are
purchased by City as subscriptions during an Order Term specified in each Order
or SOW. Additional Granicus Products and Services may be added during an
Order Term as described in Section 1.7.
Permitted Use. Subject to the terms and conditions of this Agreement, Granicus
hereby grants during each Order Term, and City hereby accepts, solely for its
internal use, a worldwide, revocable, non-exclusive, non-transferrable right to use
the Granicus Products and Services to the extent allowed in the relevant Order or
SOW (collectively the “Permitted Use”).
Data Sources. Data uploaded into Granicus Products and Services must
be brought in from City’s sources (interactions with end users and opt-in
contact lists). City cannot upload purchased contact information into
Granicus Products and Services without Granicus’ written permission and
professional services support for list cleansing. Granicus certifies that it will
not sell, retain, use, or disclose any personal information provided by City
for any purpose other than the specific purpose of performing the Services
outlined within this Agreement.
Passwords. Passwords are not transferable to any third party. City is
responsible for keeping all passwords secure and all use of the Granicus
Products and Services accessed through City’s passwords.
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Content. City can only use Granicus Products and Services to share
content that is created by and owned by City 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 City, can
be removed or limited by Granicus.
7.6 Release of Documents. The Documents and Materials shall not be
released publicly without the prior written approval of the Contract Officer, or
assigned designee, or as required by law. Contracting Party shall not
disclose to any other entity or person any information regarding the activities
of City, except as required by law or as authorized by City.
7.7 Confidential or Personal Identifying Information. Contracting
Party covenants that all City data, data lists, trade secrets, documents with
personal identifying information, documents that are not public records, draft
documents, discussion notes, or other information, if any, developed or
received by Contracting Party or provided for performance of this Agreement
are deemed confidential and shall not be disclosed by Contracting Party to any
person or entity without prior written authorization by City or unless required
by law. City shall grant authorization for disclosure if required by any lawful
administrative or legal proceeding, court order, or similar directive with the
force of law. All City data, data lists, trade secrets, documents with personal
identifying information, documents that are not public records, draft
documents, discussions, or other information shall be returned to City upon
the termination or expiration of this Agreement. Contracting Party’s covenant
under this section shall survive the termination or expiration of this
Agreement.
8. ENFORCEMENT OF AGREEMENT.
8.1 California Law. This Agreement shall be interpreted, construed,
and governed both as to validity and to performance of the parties in
accordance with the laws of the State of California. Legal actions concerning
any dispute, claim, or matter arising out of or in relation to this Agreement
shall be instituted in the Superior Court of the County of Riverside, State of
California, or any other appropriate court in such county, and Contracting
Party covenants and agrees to submit to the personal jurisdiction of such court
in the event of such action.
8.2 Disputes. In the event of any dispute arising under this
Agreement, the injured party shall notify the injuring party in writing of its
contentions by submitting a claim therefore. The injured party shall continue
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performing its obligations hereunder so long as the injuring party commences
to cure such default within ten (10) days of service of such notice and
completes the cure of such default within forty-five (45) days after service of
the notice, or such longer period as may be permitted by the Contract Officer,
or assigned designee; provided that if the default is an immediate danger to
the health, safety, or general welfare, City may take such immediate action
as City deems warranted. Compliance with the provisions of this Section shall
be a condition precedent to termination of this Agreement for cause and to
any legal action, and such compliance shall not be a waiver of any party’s right
to take legal action in the event that the dispute is not cured, provided that
nothing herein shall limit City’s right to terminate this Agreement without
cause pursuant to this Article 8.0. During the period of time that Contracting
Party is in default, City shall hold all invoices and shall, when the default is
cured, proceed with payment on the invoices. In the alternative, City may, in
its sole discretion, elect to pay some or all of the outstanding invoices during
any period of default.
8.3 Retention of Funds. City may withhold from any monies payable
to Contracting Party sufficient funds to compensate City for any losses, costs,
liabilities, or damages it reasonably believes were suffered by City due to the
default of Contracting Party in the performance of the Services required by
this Agreement, subject to Section 6.1 of this Agreement.
8.4 Waiver. No delay or omission in the exercise of any right or
remedy of a non-defaulting party on any default shall impair such right or
remedy or be construed as a waiver. City’s consent or approval of any act by
Contracting Party requiring City’s consent or approval shall not be deemed to
waive or render unnecessary City’s consent to or approval of any subsequent
act of Contracting Party. Any waiver by either party of any default must be in
writing and shall not be a waiver of any other default concerning the same or
any other provision of this Agreement.
8.5 Rights and Remedies are Cumulative. Except with respect to
rights and remedies expressly declared to be exclusive in this Agreement, the
rights and remedies of the parties are cumulative and the exercise by either
party of one or more of such rights or remedies shall not preclude the exercise
by it, at the same or different times, of any other rights or remedies for the
same default or any other default by the other party.
8.6 Legal Action. In addition to any other rights or remedies, either
party may take legal action, at law or at equity, to cure, correct, or remedy
any default, to recover damages for any default, to compel specific
performance of this Agreement, to obtain declaratory or injunctive relief, or
to obtain any other remedy consistent with the purposes of this Agreement.
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8.7 Termination Prior To Expiration of Term. This Section shall govern
any termination of this Agreement. City reserves the right to terminate this
Agreement at any time, with or without cause, upon thirty (30) days’ written
notice to Contracting Party; provided, however, that if the termination is for
cause, City shall provide Contracting Party with the opportunity to cure within
thirty (30) days of receiving notice from the City. Upon receipt of any notice
of termination, Contracting Party shall immediately cease all Services
hereunder except such as may be specifically approved by the Contract
Officer, or assigned designee. Contracting Party shall be entitled to
compensation for all Services rendered up to the date of termination and for
any Services authorized by the Contract Officer, or assigned designee,
thereafter in accordance with the Schedule of Compensation or such as may
be approved by the Contract Officer, or assigned designee, except amounts
held as a retention pursuant to this Agreement.
8.8 [reserved]
8.9 Attorneys’ Fees. If either party to this Agreement is required to
initiate or defend or made a party to any action or proceeding in any way
connected with this Agreement, the prevailing party in such action or
proceeding, in addition to any other relief which may be granted, whether
legal or equitable, shall be entitled to reasonable attorneys’ fees; provided,
however, that the attorneys’ fees awarded pursuant to this Section shall not
exceed the liability cap included in Article 6.1. Attorneys’ fees shall include
attorneys’ fees on any appeal, and in addition a party entitled to attorneys’
fees shall be entitled to all other reasonable costs for investigating such action,
taking depositions and discovery, and all other necessary costs the court
allows which are incurred in such litigation. All such fees shall be deemed to
have accrued on commencement of such action and shall be enforceable
whether or not such action is prosecuted to judgment. The court may set
such fees in the same action or in a separate action brought for that purpose.
9. CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION.
9.1 Non-liability of City Officers and Employees. No officer, official,
employee, agent, representative, or volunteer of City shall be personally liable
to Contracting Party, or any successor in interest, in the event or any default
or breach by City or for any amount which may become due to Contracting
Party or to its successor, or for breach of any obligation of the terms of this
Agreement.
9.2 Conflict of Interest. Contracting Party covenants that neither it,
nor any officer or principal of it, has or shall acquire any interest, directly or
indirectly, which would conflict in any manner with the interests of City or
which would in any way hinder Contracting Party’s performance of the
13-
Services under this Agreement. Contracting Party further covenants that in
the performance of this Agreement, no person having any such interest shall
be employed by it as an officer, employee, agent, or subcontractor without
the express written consent of the Contract Officer, or assigned designee.
Contracting Party agrees to at all times avoid conflicts of interest or the
appearance of any conflicts of interest with the interests of City in the
performance of this Agreement.
No officer or employee of City shall have any financial interest, direct
or indirect, in this Agreement nor shall any such officer or employee
participate in any decision relating to this Agreement which effects his financial
interest or the financial interest of any corporation, partnership or association
in which he is, directly or indirectly, interested, in violation of any State statute
or regulation. Contracting Party warrants that it has not paid or given and will
not pay or give any third party any money or other consideration for obtaining
this Agreement.
9.3 Covenant against Discrimination. Contracting Party covenants
that, by and for itself, its heirs, executors, assigns, and all persons claiming
under or through them, that there shall be no discrimination against or
segregation of, any person or group of persons on account of any
impermissible classification including, but not limited to, race, color, creed,
religion, sex, marital status, sexual orientation, national origin, or ancestry in
the performance of this Agreement. Contracting Party shall take affirmative
action to ensure that applicants are employed and that employees are treated
during employment without regard to their race, color, creed, religion, sex,
marital status, sexual orientation, national origin, or ancestry.
10. MISCELLANEOUS PROVISIONS.
10.1 Notice. Any notice, demand, request, consent, approval, or
communication either party desires or is required to give the other party or
any other person shall be in writing and either served via email or sent by
prepaid, first-class mail to the address set forth below. Either party may
change its address by notifying the other party of the change of address in
writing. Notice shall be deemed communicated forty-eight (48) hours from
the time of mailing if mailed as provided in this Section.
To City:
CITY OF LA QUINTA
Attention: Jon McMillan
78495 Calle Tampico
La Quinta, California 92253
To Contracting Party:
GRANICUS, LLC.
408 St. Peter St., Suite 600
St. Paul, MN 55102
Email: contracts@granicus.com
14-
10.2 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed
for or against either party by reason of the authorship of this Agreement or
any other rule of construction which might otherwise apply.
10.3 Section Headings and Subheadings. The section headings and
subheadings contained in this Agreement are included for convenience only
and shall not limit or otherwise affect the terms of this Agreement.
10.4 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, and such counterparts shall
constitute one and the same instrument.
10.5 Integrated Agreement. This Agreement including the exhibits
hereto is the entire, complete, and exclusive expression of the understanding
of the parties. It is understood that there are no oral agreements between
the parties hereto affecting this Agreement and this Agreement supersedes
and cancels any and all previous negotiations, arrangements, agreements,
and understandings, if any, between the parties, and none shall be used to
interpret this Agreement.
10.6 Amendment. No amendment to or modification of this Agreement
shall be valid unless made in writing and approved by Contracting Party and
by the City Council of City. The parties agree that this requirement for written
modifications cannot be waived and that any attempted waiver shall be void.
10.7 Severability. In the event that any one or more of the articles,
phrases, sentences, clauses, paragraphs, or sections contained in this
Agreement shall be declared invalid or unenforceable, such invalidity or
unenforceability shall not affect any of the remaining articles, phrases,
sentences, clauses, paragraphs, or sections of this Agreement which are
hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its
invalidity deprives either party of the basic benefit of their bargain or renders
this Agreement meaningless.
10.8 Unfair Business Practices Claims. In entering into this Agreement,
Contracting Party offers and agrees to assign to City all rights, title, and
interest in and to all causes of action it may have under Section 4 of the
Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2,
commencing with Section 16700) of Part 2 of Division 7 of the Business and
Professions Code), arising from purchases of goods, services, or materials
15-
related to this Agreement. This assignment shall be made and become
effective at the time City renders final payment to Contracting Party without
further acknowledgment of the parties.
10.9 No Third-Party Beneficiaries. With the exception of the specific
provisions set forth in this Agreement, there are no intended third-party
beneficiaries under this Agreement and no such other third parties shall have
any rights or obligations hereunder.
10.10 Authority. The persons executing this Agreement on behalf of
each of the parties hereto represent and warrant that (i) such party is duly
organized and existing, (ii) they are duly authorized to execute and deliver
this Agreement on behalf of said party, (iii) by so executing this Agreement,
such party is formally bound to the provisions of this Agreement, and (iv) that
entering into this Agreement does not violate any provision of any other
Agreement to which said party is bound. This Agreement shall be binding
upon the heirs, executors, administrators, successors, and assigns of the
parties.
SIGNATURES ON FOLLOWING PAGE]
Granicus Proposal for La Quinta, CA
Granicus Contact
Name:Andrew Murray
Phone:(202) 407-7435
Email:andrew.murray@granicus.com
Proposal Details
Quote Number:Q-125158
Prepared On:3/23/2021
Valid Through:3/31/2021
Pricing
Payment Terms:Net 30 (Payments for subscriptions are due at the beginning of the period of performance.)
Currency:USD
Period of Performance:The term of the Agreement will commence on the date this document is signed and will
continue for 12 months.
One-Time Fees
Solution Billing
Frequency Quantity/Unit One-Time Fee
govAccess – Website Design and Implementation - Trailblazer Milestones - 40/
20/20/20 1 Each $37,200.00
Content Migration of Accessible Pages - Up to 200 Pages Milestones - 40/
20/20/20 1 Each $5,625.00
Dept Branding: Interior Page Customization Tier 2 Milestones - 40/
20/20/20 1 Each $5,000.00
SUBTOTAL: $47,825.00
Exhibit A
Scope of Services
Product Descriptions
Name Description
govAccess – Website
Design and
Implementation -
Trailblazer
Website Design and Implementation - Trailblazer provides a citizen focused website and
includes:
• Advanced UX Consultation, which may include one (1) or more of the following:
1. One (1) site analytics report
2. One (1) heatmap analysis
3. One (1) internal stakeholder survey
4. One (1) community stakeholder survey
5. One (1) remote user testing of top tasks
• Three (3) customer landing page consultation
• Fully customized homepage wireframe
• Fully responsive design
• Custom mobile homepage or standard mobile responsive homepage
• Video background or standard rotating image carousel (switchable at any time)
• Up to three (3) customer experience features - Choose from Granicus' library including
service finder, geo finder, or data visualization banner
• Programming/CMS implementation
• Migrate up to 200 webpages
• Up to ten (10) forms converted into the new CMS
• One (1) day of on-site consultation / training to be applied towards additional project
management or training (two (2) of three (3) days must be consecutive)
Content Migration of
Accessible Pages - Up
to 200 Pages
Includes the migration of up to 200 pages of content. Migrated content will comply with WCAG
2.0 AA.
Dept Branding:
Interior Page
Customization Tier 2
govAccess will produce a custom, single column HTML layout using up to five (5) custom styled
widgets. Each widget will contain its own unique set of configurable settings.
Exhibit A
Scope of Services
Terms and Conditions
• Link to Terms:https://granicus.com/pdfs/Master_Subscription_Agreement.pdf
• This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It
is the responsibility of La Quinta, CA to provide applicable exemption certificate(s).
• Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate
the subscription.
• If submitting a Purchase Order, please include the following language: All pricing, terms and conditions of quote
Q-125158 dated 3/23/2021 are incorporated into this Purchase Order by reference.
• Billing Frequency Notes (Milestones - 40/20/20/20):
• An initial payment equal to 40% of the total;
• A payment equal to 20% of the total upon Granicus' delivery of the draft homepage design concepts to
the Client;
• A payment equal to 20% of the total upon implementation of the main website into the VCMS on a
Granicus-hosted development server; and
• A payment equal to 20% of the total upon completion; provided, however that the Client has completed
training. If the Client has not completed training, then Granicus shall invoice the Client at the earlier of:
completion of training or 21 days after completion.
• Granicus certifies that it will not sell, retain, use, or disclose any personal information provided by Client for any
purpose other than the specific purpose of performing the services outlined within this Agreement.
• Notwithstanding anything to the contrary, Granicus reserves the right to adjust pricing at any renewal in which
volume based pricing is used and the volume has changed from the prior term without regard to the prior term's
per-unit pricing.
Exhibit A
Scope of Services
Exhibit B
Page 1 of 1
Exhibit B
Schedule of Compensation
With the exception of compensation for Additional Services, provided for
in Section 2.3 of this Agreement, the maximum total compensation to be paid
to Contracting Party under this Agreement is not to exceed Forty Seven
Thousand Eight Hundred Twenty-Five Dollars ($ 47,825.00) (“Contract Sum”).
The Contract Sum shall be paid to Contracting Party up front for the
subscription annual term pursuant to the Granicus Quotation No. Q-125158
prepared on March 23, 2021.
Exhibit C
Page 1 of 1
Exhibit C
Schedule of Performance
Contracting Party shall complete all services identified in the Scope of
Services, Exhibit A of this Agreement, in accordance with the Project
Schedule, attached hereto and incorporated herein by this reference.
Exhibit D
Page 1 of 1
Exhibit D
Special Requirements
NONE
Exhibit E
Page 1 of 4
Exhibit E
Insurance Requirements
E.1 Insurance. Prior to the beginning of and throughout the duration of
this Agreement, the following policies shall be maintained and kept in full force
and effect providing insurance with minimum limits as indicated below and
issued by insurers with A.M. Best ratings of no less than A-VI:
Commercial General Liability (at least as broad as ISO CG 0001)
1,000,000 (per occurrence)
2,000,000 (general aggregate)
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Non-contributory
Errors and Omissions Liability
1,000,000 (per claim and aggregate)
Cyber Liability
1,000,000 (per occurrence)
2,000,000 (general aggregate)
Workers’ Compensation
per statutory requirements)
Must include the following endorsements:
Workers Compensation with Waiver of Subrogation
Workers Compensation Declaration of Sole Proprietor if applicable
Contracting Party shall procure and maintain, at its cost, and submit
concurrently with its execution of this Agreement, Commercial General
Liability insurance. The insurance policy shall contain a severability of interest
clause providing that the coverage shall be primary for losses arising out of
Contracting Party’s performance hereunder and neither City nor its insurers
shall be required to contribute to any such loss. An endorsement evidencing
the foregoing and including the City and its officers and employees as
additional insured (on the Commercial General Liability policy only) must be
submitted concurrently with the execution of this Agreement and approved by
City prior to commencement of the services hereunder.
Contracting Party shall carry automobile liability insurance of
1,000,000 per accident against all claims for injuries against persons or
damages to property arising out of the use of any automobile by Contracting
Exhibit E
Page 2 of 4
Party, its officers, any person directly or indirectly employed by Contracting
Party, any subcontractor or agent, or anyone for whose acts any of them may
be liable, arising directly or indirectly out of or related to Contracting Party’s
performance under this Agreement. The term “automobile” includes, but is
not limited to, a land motor vehicle, trailer or semi-trailer designed for travel
on public roads. The automobile insurance policy shall contain a severability
of interest clause providing that coverage shall be primary for losses arising
out of Contracting Party’s performance hereunder and neither City nor its
insurers shall be required to contribute to such loss.
Professional Liability or Errors and Omissions Insurance as
appropriate shall be written on a policy form coverage specifically designed to
protect against acts, errors or omissions of the Contracting Party and “Covered
Professional Services” as designated in the policy must specifically include
work performed under this agreement. The policy limit shall be no less than
1,000,000 per claim and in the aggregate. .
Contracting Party shall carry Workers’ Compensation Insurance in
accordance with State Worker’s Compensation laws with employer’s liability
limits no less than $1,000,000 per accident or disease.
If coverage is maintained on a claims-made basis, Contracting Party shall
maintain such coverage for an additional period of three (3) years following
termination of the contract.
Contracting Party shall provide written notice to City within
thirty(30) working days if: (1) any of the required insurance policies is
terminated; (2) the limits of any of the required polices are reduced; or (3) the
deductible or self-insured retention is increased. In the event any of said
policies of insurance are cancelled, Contracting Party shall, prior to the
cancellation date, submit new evidence of insurance in conformance with this
Exhibit to the Contract Officer. The procuring of such insurance or the delivery
of policies or certificates evidencing the same shall not be construed as a
limitation of Contracting Party’s obligation to indemnify City, its officers,
employees, contractors, subcontractors, or agents.
E.2 General Conditions Pertaining to Provisions of Insurance Coverage
by Contracting Party. Contracting Party and City agree to the following with
respect to insurance provided by Contracting Party:
1. Contracting Party agrees to have its insurer endorse the third
party general liability coverage required herein to include as additional
insureds City, its officials, employees, and agents, using standard ISO
Exhibit E
Page 3 of 4
endorsement No. CG 2010 with an edition prior to 1992. Contracting Party
also agrees to require all contractors, and subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this
Agreement shall prohibit Contracting Party, or Contracting Party’s employees,
or agents, from waiving the right of subrogation prior to a loss. Contracting
Party agrees to waive subrogation rights against 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 Contracting Party
and available or applicable to this Agreement are intended to apply to the full
extent of the policies.
4. Proof of compliance with these insurance requirements, consisting
of certificates of insurance evidencing all the coverages required and an
additional insured endorsement to Contracting Party’s general liability policy,
shall be delivered to City at or prior to the execution of this Agreement.
5. It is acknowledged by the parties of this agreement that all
insurance coverage required to be provided by Contracting Party 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 City.
6. Contracting Party agrees to ensure that subcontractors, and any
other party involved with the project that is brought onto or involved in the
project by Contracting Party, provide the same minimum insurance coverage
required of Contracting Party. Contracting Party 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.
Contracting Party agrees that upon request, all agreements with
subcontractors and others engaged in the project will be submitted to City for
review.
7. Contracting Party agrees not to self-insure or to use any self-
insured retentions or deductibles on any portion of the insurance required
herein (with the exception of professional liability coverage, if required) 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 on the project contemplated by this agreement to self-insure its
obligations to City. If Contracting Party’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 Contracting Party, which may include reduction or elimination of the
Exhibit E
Page 4 of 4
deductible or self-insured retention, substitution of other coverage, or other
solutions.
8. The City reserves the right at any time during the term of this
Agreement to change the amounts and types of insurance required by giving
the Contracting Party ninety (90) days advance written notice of such change.
If such change results in substantial additional cost to the Contracting Party,
the City will negotiate additional compensation proportional to the increased
benefit to City.
9. Contracting Party acknowledges and agrees that any actual or
alleged failure on the part of City to inform Contracting Party of non-
compliance with any insurance requirement in no way imposes any additional
obligations on City nor does it waive any rights hereunder in this or any other
regard.
10. Contracting Party will renew the required coverage annually for up
to four (4) years following the expiration or termination of this Agreement. .
11. Contracting Party 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 certificate of insurance and an additional insured endorsement is required
in these specifications applicable to the renewing or new coverage must be
provided to City within thirty (30) days of the expiration of coverages.
12. The provisions of any workers’ compensation or similar act will not
limit the obligations of Contracting Party under this agreement. Contracting
Party expressly agrees not to use any statutory immunity defenses under such
laws with respect to City, its employees, officials, and agents..
13. 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.
14. Contracting Party agrees to provide reasonable notice to City of
any claim or loss against Contracting Party arising out of the work performed
under this agreement. 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 City.
Exhibit F
Page 1 of 1
Exhibit F
Indemnification
F.1 Indemnity for the Benefit of City.
a. Indemnification for Professional Liability. Subject to the terms and
conditions in Section 6.1 of this Agreement, when the law establishes a professional
standard of care for Contracting Party’s Services, to the fullest extent permitted by law,
Contracting Party shall indemnify, protect, defend (with counsel selected by City), and
hold harmless City and any and all of its officials, employees, and agents (“Indemnified
Parties”) from and against any and all claims, losses, liabilities of every kind, nature, and
description, damages, injury (including, without limitation, injury to or death of an
employee of Contracting Party or of any subcontractor), costs and expenses of any kind,
whether actual, alleged or threatened, including court costs, attorneys’ fees, litigation
expenses, and fees of expert consultants or expert witnesses incurred in connection
therewith and costs of investigation, to the extent same are caused in whole or in part by
any negligent or wrongful act, error or omission of Contracting Party, its officers, agents,
employees or subcontractors (or any entity or individual that Contracting Party shall bear
the legal liability thereof) in the performance of professional services under this
agreement. With respect to the design of public improvements, the Contracting Party
shall not be liable for any injuries or property damage resulting from the reuse of the
design at a location other than that specified in Exhibit A without the written consent of
the Contracting Party.
Granicus Agreement_FY_20_21-1
Final Audit Report 2021-04-15
Created:2021-04-13
By:Cale Brakke (Cale.Brakke@granicus.com)
Status:Signed
Transaction ID:CBJCHBCAABAA8HQQQXkf3feywhlPyZ_o3PoXzULTH_aO
Granicus Agreement_FY_20_21-1" History
Document created by Cale Brakke (Cale.Brakke@granicus.com)
2021-04-13 - 2:42:56 PM GMT- IP address: 73.228.183.131
Document emailed to Jessica Yang (jessica.yang@granicus.com) for signature
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Agreement completed.
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