Res No. 92-18 RESOLUTION NO. 92-18
A RESOLUTION OF THE CITY OF DELRAY BEACH,
FLORIDA APPROVING AN AGREEMENT WITH GRANICUS,
INC. FOR AGENDA MANAGEMENT SERVICES;
AUTHORIZING THE CITY MANAGER TO EXECUTE THE
AGREEMENT AND TAKE ALL ACTIONS NECESSARY TO
EFFECTUATE THIS AGREEMENT; PROVIDING AN
EFFECTIVE DATE;AND FOR OTHER PURPOSES.
WHEREAS, the City of Delray Beach (City) is authorized to enter into agreements to provide
services,programming and products in accordance with its Charter; and
WHEREAS, the City requires the following services for the purpose of agenda management
services.
WHEREAS, the City desires to enter into an agreement with Granicus, Inc. for agenda
management services.
WHEREAS, the City Commission deems approval of this resolution to be in the best interest of
the health, safety, and welfare of the residents and citizens of the City of Delray Beach and the public at
large.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY
OF DELRAY BEACH,FLORIDA,AS FOLLOWS:
Section 1. The foregoing recitals are hereby affirmed and ratified.
Section 2. The City Commission of the City of Delray Beach has reviewed and hereby
approves this Agreement between the City and Granicus, Inc., which is attached to this Resolution as
Exhibit A.
Section 3. The City Commission authorizes the City Manager to execute the Agreement and
any amendments and/or renewals thereto, and take any other actions necessary to effectuate this
Agreement.
Section 4. This resolution shall become effective immediately upon adoption.
-- ---
PASSED AND ADOPTED in regular session on the dap of.J 0 a, ' ,2018.
A S '" Petrolia, A Y O R
Katerii Johnson,Cityx!
ro a to for�"an sufficiency:
7
. Mag o an,City Attorney
i
2
MASTER CONTRACTOR/SERVICES AGREEMENT
THIS AGREEMENT is made by and between the City of Delray Beach, a Florida
municipal corporation (hereinafter referred to as "City"), whose address is 100 NW 1St
Avenue, Delray Beach, FL 33444 and Granicus, Inc., a California Corporation, (hereinafter
referred to as "Contractor"), authorized to do business in Florida whose address is 707 17th
Street, Suite 4000, Denver Colorado 80202, this 1tt, day of_3 J k4 , 2018.
WHEREAS, the City desires to purchase Agenda Management System Services.
WHEREAS, the City desires to procure these services from Contractor, utilizing
existing contract prices provided to Miami-Dade County, pursuant to its solicitation number
EPPRFP No. 00531, for Agenda Management System Services.
WHEREAS, in accordance with solicitation number EPPRFP No. 00531, Miami-Dade
County, entered into a three (3) year agreement with Contractor for services effective July 7,
2017 through July 6, 2020, with the option to renew for an additional two (2); two (2) year
terms.
WHEREAS, the City desires to purchase services from Contractor on the same terms
and conditions, not including software escrow, under solicitation number EPPRFP No. 00531,
subject to the terms and conditions of this Agreement, the City's Purchasing ordinance, and
Florida law.
WHEREAS, the Contractor agrees to extend the terms and conditions of solicitation
number EPPRFP No. 00531 to the City, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein and other
good and valuable consideration of which the parties hereto acknowledge, the parties agree
as follows:
1 The above recitals are true and correct and are incorporated herein by reference.
2 The Contractor shall provide to the City Agenda Management System Services
for the City, in accordance with and pursuant to the same terms and conditions of solicitation
number EPPRFP No. 00531 procured by Miami-Dade County.
3 This Agreement is in full force and effect upon full execution by the City for an
annual not-to-exceed amount of Thirty-Five Thousand and 00/100 Dollars ($35,000).
4 This Agreement shall terminate on July 6, 2020, unless Miami-Dade County
exercises its option to renew.
5 The City, at its sole discretion, reserves the right to terminate this Agreement with
or without cause upon providing thirty (30) day written notice to Contractor. Upon receipt
of such notice, the Contractor shall not incur any additional costs under the Agreement. The
City shall be liable only for reasonable costs incurred by Contractor prior to the date of the
notice of termination.
6. LIMITATION OF LIABILITY. 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 CUSTOMER FOR THE CONTRACTORS
PRODUCTS AND SERVICES DURING THE SIX(6)MONTHS IMMEDIATELY PRECEEDING THE DATE
THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT
DAMAGES. THE ABOVE LIMITATIONS WILL NOT LIMIT CITY'S PAYMENT OBLIGATIONS.
7. The Contractor shall indemnify and hold harmless the City and its officers, employees,
agents, and instrumentalities from any and all liability, losses or damages, including attorney's
fees and costs of defense, which the City or its officers, employees, agents, or instrumentalities
may incur as a result of claims, demands, suits, causes of actions, or proceedings of any kind
or nature arising out of, relating to, or resulting from the performance of the agreement by the
Contractor or its employees, agents, servants, partners, principals, or subcontractors. The
Contractor shall pay all claims and losses in connection therewith, and shall investigate and
defend all claims, suits, or actions of any kind or nature in the name of the City, where applicable,
including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which
may be incurred thereon. The Contractor expressly understands and agrees that any insurance
protection required by this Agreement or otherwise provided by the Contractor shall in no way
limit the responsibility to indemnify, keep and save harmless, and defend the City or its officers,
employees, agents, and instrumentalities as herein provided. The obligations of this section shall
survive the term of this Agreement.
8. Whenever either Party desires to give notice to the other, such notice must be in writing,
sent by certified United States Mail, postage prepaid, return receipt requested, or sent by
commercial express carrier with acknowledgement of delivery, or by hand delivery with a request
for a written receipt of acknowledgment of delivery, addressed to the party for whom it is intended
at the place last specified. The place for giving notice shall remain the same as set forth herein
until changed in writing in the manner provided in this section. For the present, the Parties
designate the following:
For CITY:
City of Delray Beach
100 N.W. 1 st Avenue
Delray Beach, Florida 33444
Attn: City Manager
For CONTRACTOR:
Granicus, Inc.
707 17th Street, Suite 4000
Denver, Colorado 80202
Attn: Dawn Kubat
9. Neither this Agreement nor any right or interest herein shall be assigned,
transferred, or encumbered without the written consent of the other Party.
10.This Agreement shall be construed in accordance with the City of Delray
Beach's Code of Ordinances and the laws of the State of Florida. Any
dispute relating to this Agreement shall only be filed in a court of competent
jurisdiction in Palm Beach County, Florida, and each of the parties to this
Agreement submits itself to the jurisdiction of such court.
11. IF THE CONTRACTORTIREGARDING
THE APPLICATION OF CHAPTER119, FLORIDA TUT ,
TO THE CONTRACTOR'SDUTY TO PROVIDEPUBLIC
RECORDSL I TO THIS T, CONTACT
THE CUSTODIAN U LI T CITY
DELRAY BEACH, CITY CLERK, 100 N.W. 1ST AVE., DELRAY
BEACH FLORIDA. ITY CLERK'S IC Y BE
CONTACTED Y PHONE AT 561-243-7050 OR VIA EMAIL AT
I Y L Y L Y
a. Contractor shall comply with public records laws, specifically to:
i. Keep and maintain public records required by the City to perform the service.
ii.Upon request from the City's custodian of public records, provide the City with a
copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in
Florida Statute or as otherwise provided by law.
iii. Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as
authorized by law for the duration of the Agreement term and following
completion of the Agreement if the Contractor does not transfer the records
to the City.
iv. Upon completion of the Agreement, transfer, at no cost, to the City all public
records in possession of the Contractor or keep and maintain public records
required by the City to perform the service. If the Contractor transfers all
public records to the City upon completion of the Agreement, the Contractor
shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the Contractor keeps
and maintains public records upon completion of the Agreement, the
Contractor shall meet all applicable requirements for retaining public records.
All records stored electronically must be provided to the City, upon request
from the City's custodian of public records, in a format that is compatible with
the information technology systems of the City.
v.lf the Contractor does not comply with this section, the City shall enforce the
contract provisions in accordance with the contract and may unilaterally
cancel this contract in accordance with state law.
12.Contractor is aware that the Inspector General of Palm Beach County has
the authority to investigate and audit matters relating to the negotiation and
performance of this contract, and may demand and obtain records and
testimony from Contractor and its subcontractors and lower tier
subcontractors. Contractor understands and agrees that in addition to all
other remedies and consequences provided by law, the failure of Contractor
or its subcontractors and lower tier subcontractors to fully cooperate with
the Inspector General when requested may be deemed by the City to be a
material breach of this Agreement justifying its termination.
13. The continuation of this Agreement beyond the end of any fiscal year
shall be subject to both the appropriation and the availability of funds in
accordance with Florida law.
14.The documents listed below are a part of this Agreement and are hereby
incorporated by reference. In the event of inconsistency between the
documents, unless otherwise provided herein, the terms of the following
documents will govern in the following order of precedence:
a. Terms and conditions as contained in this Agreement.
b. Terms and Conditions of Miami-Dade County solicitation number
EPPRFP No. 00531.
C. Contractor's response to solicitation number EPPRFP No. 00531
and any subsequent information submitted by Contractor during the
evaluation and negotiation process.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the City and the Contractor executed this Agreement as of
the day and year first above written.
ATTEST: Cl,--,O,F-- LRAM BEA
7'
By:
Katerri Joh ` on, City Clerk Sheily Petrolia, Ma or
w
Appr t r and g fficiency:
R. M-1- Lohman y"" t rney
CONTRACTOR
By:
Print Name: Dawn Kubat
Title: Vice President of Legal
(SEAL)
STATE OF
COUNTY OF
y
20he forte going instrument was acknowledged��ed befoµre m this � d of officer orf a
g, g 9 of
y gent, title of
(state or_..pla incorporation) (name of corporation acknowledging), a
officer oragent), of ��� ��
oration) corporation, on behalf of the corporation.
He / She is personallknown to m'elyor has produced (type of
identification) as identification
;ESSl(;A YANG
S�'j'j a, of M l 11 f l fl'ai o l a
� y Cwaa mssfon Exjp�r s Notary Public- State of„) ,.
janua i 3n,2022
(The remainder of this page intentionally left blank)