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HomeMy Public PortalAboutC-23-127 - ESCRIBE SOFTWARE LTD 2023 JUN 29DocuSign Envelope ID: CF0280E7-73C0-43E9-931 D-6286BCDA1706 CONTRACT SERVICES AGREEMENT By and Between CITY OF CARSON and ESCRIBE SOFTWARE LTD. DocuSign Envelope ID: CF0280E7-73C0-43E9-931 D-6286BCDA1706 AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF CARSON AND ESCRIBE SOFTWARE LTD. THIS AGRE MENT OR CONTRACT SERVICES (herein "Agreement") is made and entered into this ay ofj) , 2023 by and between the CITY OF CARSON, a California municipal corporation ("City") and ESCRIBE SOFTWARE LTD., a Canada corporation authorized to conduct business in California ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." RECITALS A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement. B. Consultant, following submission of a proposal or bid for the performance of the services defmed and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Carson's Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Consultant for performance of those services defmed and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest 01007.0001/867732.3 -1- DocuSign Envelope ID: CF0280E7-73C0-43E9-931 D-6286BCDA1706 professional standards" shall mean those standards of practice recognized by one or more first- class firms performing similar work under similar circumstances. 1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees and Assessments. Consultant 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. Consultant 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 Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thorou hly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 01007.0001/867732.3 -2- DocuSign Envelope ID: CF0280E7-73C0-43E9-931 D-6286BCDA1706 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as maybe reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, maybe approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Seventy Five Thousand Six Hundred Eighty Three Dollars ($75,683) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. In the event City elects to exercise all its options to extend the Term pursuant to Section 3.4 hereof, the Contract Sum will increase by the amounts set forth in Exhibit "C" thereby resulting in a maximum Contract Sum of One Hundred Eighty Nine Thousand One Hundred Ninety Seven Dollars ($189,197). 01007.0001/867732.3 -3- DocuSign Envelope ID: CF0280E7-73C0-43E9-931D-6286BCDA1706 2.2 Method of Compensation. The method of compensationmay include: (i) a lump sum payment upon completion; (ii) payment in 'accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and sub -contractor contracts. Sub -contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. 01007.0001/867732.3 -4- DocuSign Envelope ID: CF0280E7-73C0-43E9-931 D-6286BCDA1706 ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Majeure. The time period(s) 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 the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit «D„ ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: James Coulen Senior Account Executive (Name) (Title) 01007.0001/867732.3 -5- DocuSign Envelope ID: CF0280E7-73C0-43E9-931 D-6286BCDA1706 (Name) (Title) (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be Kevin Kennedy, IT Manager, Information Technologies. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or 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 Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an 01007.0001/867732.3 -6- DocuSign Envelope ID: CF0280E7-73C0-43E9-931 D-6286BCDA1706 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. Consultant 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. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, 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 Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (a) General Liability Insurance (Coverage Form ISO CGL CG 00 01 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement, with Employer's Liability insurance coverage limits of at least $1,000,000.00. (c) Automotive Insurance (Coverage Form ISO CA 00 01 including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less 01007.0001/867732.3 -7- DocuSign Envelope ID: CF0280E7-73C0-43E9-931D-6286BCDA1706 than $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars and any automobile. (d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession, as determined by the City's Risk Manager, provided that the limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage_ (e) Subcontractors_ Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit "B". (g) Broader Coverages and Higher Limits. Notwithstanding anything else herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consultant. 5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self -insured retention, any additional insured may satisfy the self -insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply 01007.0001/867732.3 -8- DocuSign Envelope ID: CF0280E7-73C0-43E9-931 D-6286BCDA1706 with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following "cancellation" notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30) -DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. .. OS pc [to be initialed] CC Consultant Initials City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as provided in Section 5.3. In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, 01007.0001/867732.3 -9- DocuSign Envelope ID: CF0280E7-73C0-43E9-931D-6286BCDA1706 arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 5.4 Sufficiency of Insurer. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A-" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk 01007.0001/867732.3 -10- DocuSign Envelope ID: CF0280E7-73C0-43E9-931 D-6286BCDA1706 Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies maybe changed accordingly upon receipt of written notice from the Risk Manager. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer 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 records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act_ 6.2 Reports_ Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement_ For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of 01007.0001/867732.3 -11- DocuSign Envelope ID: CF0280E7-73C0-43E9-931D-6286BCDA1706 ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 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 01007.0001/867732.3 -12- DocuSign Envelope ID: CF0280E7-73C0-43E9-931D-6286BCDA1706 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 Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. 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. 01007.0001/867732.3 -13- DocuSign Envelope ID: CF0280E7-73C0-43E9-931D-6286BCDA1706 7.5 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. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in 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. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement. 7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 01007.0001/867732.3 -14- DocuSign Envelope ID: CF0280E7-73C0-43E9-931D-6286BCDA1706 7.9 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 attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's 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. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, 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 Consultant's performance of services under this Agreement. Consultant 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. Consultant 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 the 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 the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant 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. 8.3 Covenant Against Discrimination. Consultant 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 race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 01007.0001/867732.3 -15- DocuSign Envelope ID: CF0280E7-73C0-43E9-931 D-6286BCDA1706 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Carson, 701 East Carson, Carson, California 90745 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 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. 9.3 Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together constitute but one and the same Agreement. 9.4 Integration; Amendment. This Agreement including the attachments 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. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 01007.0001/867732.3 -16- DocuSign Envelope ID: CF0280E7-73C0-43E9-931D-6286BCDA1706 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining 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. 9.6 Warranty & Representation of Non -Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "non -interests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect_ DS 1P Consultant's Authorized Initials 9.7 Corporate Authority. C The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this 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) the 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] 01007.0001/867732.3 -17- DocuSign Envelope ID: CF0280E7-73C0-43E9-931D-6286BCDA1706 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above written. CITY: CITY OF CARSON, a municipal corporation ATTEST: Dr. Khaleah R. Bradshaw, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Sunny K. Soltani, City Attorney [rjl] la Davis -Holmes, Mayor CONSULTANT: ESCRIBE SOFTWARE LTD, a Canada corporation authorized to conduct business in Canada r—DocuSigned by: Poem& 046 By: '-A., DTF0134A Name: iaroon chadha Title: CEO � DocuSigned by: By: (Ai& oAVAA,ttA4444% Name: col l n cu r1W10384FE... Title: CFO Address: 5300 Commerce Court West, 199 Bay St. Toronto Ontario, Canada M5L1B9 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01007.0001/867732.3 -18- DocuSign Envelope ID: CF0280E7-73C0-43E9-931D-6286BCDA1706 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , 2023 before me, , personally appeared proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form_ CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT CI CI INDIVIDUAL CORPORATE OFFICER HI LE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY -IN -FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DA 1h OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE 01007.0001/867732.3 DocuSign Envelope ID: CF0280E7-73C0-43E9-931D-6286BCDA1706 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , 2023 before me, , personally appeared proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER 111 LE(S) El PARTNER(S) ❑ LIMITED El GENERAL ❑ ATTORNEY -IN -FACT El TRUSTEE(S) El GUARDIAN/CONSERVATOR El OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 1TTLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE 01007.0001/867732.3 DocuSign Envelope ID: CF0280E7-73C0-43E9-931 D-6286BCDA1706 EXHIBIT "A" SCOPE OF SERVICES I. Consultant will perform the following Services: A. GENERAL: Consultant will provide the City a cloud based Agenda Management System Replacement, which will be a turnkey solution to automate the City's agenda preparation and publishing, meeting management process, and video streaming. This will include professional services for software deployment, migration of all existing data, training, and annual subscription and support/maintenance of the system for two (2) years. Consultant shall be responsible for the implementation of all components, project management, training, and providing a complete installation that will meet City's performance requirements. The software will provide City department staff with the ability to initiate and utilize predefined workflows for routing documents to be approved for placement on the City Council agenda and to facilitate publishing and revising agenda items with supporting documents as well as live video streaming of each meeting. In addition, the solution will provide post -meeting support for minutes preparation, voting results, and an automated task/action log of all follow-up for the City Clerk's office to manage. Without limiting the generality of the foregoing, Consultant shall provide City Implementation Services, Support Services and the Documentation, all as defined in the Proposal. Consultant shall make the Software Services available twenty-four (24) hours a day, seven(7) days a week, and will credit City 10% of the equivalent monthly license fees for each three (3) hour period for which the Software Services are unavailable for use by the City in a monthly period. "Uptime" and "Downtime" is recorded and calculated on a monthly basis and will be applied as a credit towards the annual license fees for the next year. Downtime does not include scheduled outages for software updates, server or network maintenance (which will be scheduled for weekends or after midnight eastern time), notification of which will be provided to the City's Contract Officer or its designee five (5) days in advance. Unsuitable operating environment, including, but not limited to, inadequate end user computer configuration, installed third party software, internet connection issues or general internet congestion issues are excluded from any downtime calculations. Account credits of Consultant for any twelve (12) month period is hereby limited to a maximum of twenty percent (20%) of the annual license fees paid by the City during the prior twelve (12) month period up to the outage. Downtime is measured from the time that a trouble ticket is registered with Consultant by the City for the Support Services being unavailable for use or the time that Consultant becomes aware that the Support Services are unavailable for use (whichever is earlier), to the time the problem is resolved and the Support Services are restored. In the event that Consultant becomes aware that the Support Services are unavailable for use, Consultant shall notify the City immediately. B. SPECIFICATIONS: 01007.0001/867732.3 A-1 DocuSign Envelope ID: CF0280E7-73C0-43E9-931 D-6286BCDA1706 1. The City currently uses the following products from Granicus: • Open Platform Suite • Government Transparency Suite • Meeting Efficiency Suite ■ Legistar • LiveManager ■ MediaManager ■ eCampaign maintenance and support ■ CampaignDoc hosting ■ eDisclosure maintenance and support ■ DisclosureDocs hosting • Encoding Appliance Software 2. The City has five (5) meeting types currently configured in Legistar. Those are: • City Council ■ Carson Reclamation Authority ■ Planning Commission • Parks, Recreation and Cultural Commission • Veterans Affair Commission 3. Agendas and videos are available for meetings as far back as 2005 in Media Manager and 2014 in Legistar. The total number of agendas available in Legistar is roughly 413 and agendas with video stored in Legistar is roughly 380. The total number of videos available from Media Manager via the City's website is rou ' hly 1,146. 4. There are 150 users in Legistar and 18 users in Media Manager. 5. There are 104 approval sequences C. SYSTEM REQUIREMENTS: 1. Consultant shall ensure that the Agenda Management System Replacement contains the minimum requirements detailed below. 2. Staff Use • System must have a role -based security system, allowing some users more access to functions than others (for instance, some user should be able to create new agendas, while others should only be able to add agenda items). ■ Single sign -on through AzureAD. ■ System must allow for collation of staff reports and supporting documents, conversion to a cross platform format (i.e. pdf), and publishing of the agenda documents for the public to view. 01007.0001/867732.3 A-2 DocuSign Envelope ID: CF0280E7-73C0-43E9-931D-6286BCDA1706 Original document formats include but are not limited to: MS Word, MS Excel, PDF's, GIS maps, etc. • System must allow staff to roll -up and publish agenda packet easily, which immediately allows access to the public to that agenda packet. System must also allow for re -publishing if changes are required after publishing. • Publishing the agenda must generate a single-pdf combined agenda packet file, as well as generate an online version with linked documents for each agenda item. • The system must allow adding page numbers to the agenda packet, and those page numbers must be shown consistently in both the combined single pdf and the linked -document version of the packet. • System must allow staff to upload or link an on -demand video after the meeting has ended. Staff must also be able to add timecode indexing so the video playback will jump to the correct location corresponding to the agenda item the user clicked on. • System must have a customizable agenda layout, with ability to build and choose from multiple agenda templates. • System must include an agenda item review process workflow, with the ability to create custom workflows. • The review process must provide internal collaboration options such as annotating and commenting on agenda items as they are created and sent through the workflow. Ideally, reviewer comments would function similarly to the "track changes" function in MS Word. • System must allow staff to add a cutoff date/time in order to lock an agenda to prohibit users from editing agenda items. Admins must also be able to override the cutoff date/time. • Users must be able to rearrange items within an agenda and between agendas. Users must also be able to copy an item from a previous agenda to a new agenda (such as for items that are taken to Council annually). • System must allow the City Clerk to monitor the meeting and to take notes during the meeting. • System must provide the ability to run custom-built ad -hoc reports. 3. Public Access • The public must have access to published agendas, minutes and video by accessing the public agenda portal on the City's website. • Public comments module will allow members of the public to make comments on the agenda where the City allows. Deadlines can be enforced for comments. Once the form is filled out it will notify the 01007.0001/867732.3 A-3 DocuSign Envelope ID: CF0280E7-73C0-43E9-931 D-6286BCDA1706 administrator to be able to review, approve or delete a comment. Once a comment is approved it will appear as part of the public record. Council will also have access to see public comments approved through a Meetings Pro App on an Ipad or Windows 10 device. ■ Full -text searching is a requirement for both the staff and public interfaces. Date range and agenda type filters are also required. ■ User interfaces must be mobile -friendly for both staff and the public. 4. Other • Consultant shall perform migration of all existing agenda documents and videos to new system. • Integration with DocuSign, or native e -signature capabilities. • Electronic voting for elected officials • In -room and online real-time agenda item display that changes as City moves through the meeting/Delegation Request. • In -room and online timer function for public comments. Three (3) minutes. • Single sign -on through AzureAD. D. The Services to be furnished by Consultant will include Consultant's Transparency Bundle, which includes the following modules: 1. Meeting Manager — Streamlines and automates the entire meeting lifecycle— preparation, conducting, and post -meeting activities. 2. Participant Access — Secure access for staff and elected officials. 3. Internet Publishing — Easily engage stakeholders through their existing website, without programming, and fully support evolving accessibility requirements. 4. Report Manager — Prepare and approve reports and agenda items for submission to meeting agendas. 5. Webcasting Plus — Livestream and record, with automatic timestamping, indexed to agendas and minutes. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. Migration of all date from Granicus/Legistar B. Software — cloud service C. Secure log -in integrated with City's current active directory network 01007.0001/867732.3 A-4 DocuSign Envelope ID: CF0280E7-73C0-43E9-931 D-6286BCDA1706 III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports: A. As directed by the Contract Officer, but not to exceed one status report per month after Implementation Services are completed to City's satisfaction and not to exceed bi-weekly prior to completion of Implementation Services. IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. V. Consultant will utilize the following personnel to accomplish the Services: A. Project Manager B. Client Success Manager C. Client Development Manager D. Customer Education Specialist 01007.0001/867732.3 A-5 DocuSign Envelope ID: CF0280E7-73C0-43E9-931D-6286BCDA1706 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) The Agreement is hereby amended as follows (deletions shown in strikethrough and additions shown in bold italics): I. Section 1.1 (Scope of Services) of the Agreement is hereby amended to read in its entirety as follows: "1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those ,crviccs "Software Services," "Implementation Services," and "Support Services" specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which made are sometimes referred to herein collectively as the "servicesServices" or "work." hereunder. "Software Services" means the provision of eScribe, together with any services provided by software service known as "eScribe," including the computer software programs, applications for access to the eScribe site, System Upgrades and interfaces made available to the City in connection with eScribe. "Support Services" means the technical support and product updates for the Services as made available under by Consultant and set out in the Proposal. "Implementation Services" refers to the configuration and training services. The specific Implementation Services to be provided are: (i) training of administrators, contributors and City Council, (ii) migration of historical data, (iii) setup of all modules (meeting manager, participant access, internet publishing, report manager, webcasting plus, vote manager and request to speak, public comments, delegation requests, and Azure active directory/ADFS), and (iv) the provision of six licenses to access eScribe Academy (Learning Management System). As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perfoiln all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first- class firms performing similar work under similar circumstances." II. Section 1.2 (Consultant's Proposal) of the Agreement is hereby amended to read in its entirety as follows: 01007.0001/867732.3 B-1 DocuSign Envelope ID: CF0280E7-73C0-43E9-931D-6286BCDA1706 "1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's proposal titled "City of Carson — RFP 23-002 Agenda Management System Replacement" submitted in response to City's RFP No. 23- 002 seepe work or bid which shall be incorporated herein by this reference as though fully set forth herein (the "Proposal"). In the event of any inconsistency between the terms of the such pProposal and this Agreement, the terms of this Agreement shall govern." III. Section 2.2 (Method of Compensation) of the Agreement is hereby amended to read in its entirety as follows: "2.2 Method of Compensation. The method of compensation will may include: (i) an annual subscription fee for Software Services and Support Services ' ; (ii) milestone payments in accordance with the completion of specified tasks performed as part of the Implementation Services, as set out in Exhibit C, Schedule of Compensation; or the percentage of completion of the services, less contract retention; or (iii) such other methods as may be specified in the Schedule of Compensation." IV. Section 2.4 (Invoices) of the Agreement is hereby amended to read in its entirety as follows: "2.4 Invoices. Eaeh-menth Consultant shall furnish to City an original annual subscription fee invoice for Software Services and Support Services as well as invoices for Implementation Services rendered according to the milestones defined in Exhibit C, Schedule of Compensation. Invoices shall be f al�rk in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all applicable provisions of the Agreement. The invoice shall detail applicable charges for all necessary and actual expenses by the following categories: description of Software Services, Support Services, Implementation Services, labor (by sub -category), travel, materials, equipment, supplies, and sub -contractor contracts. Sub- contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges 01007.0001/867732.3 B-2 DocuSign Envelope ID: CF0280E7-73C0-43E9-931 D-6286BCDA1706 or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law." V. Section 3.4 (Term) of the Agreement is hereby amended to read in its entirety as follows: "3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding two (2) one (1) years from the date all Implementation Services are completed hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D")." The City may, at its sole discretion, elect to extend the Term by three (3) additional one-year terms (each, an "Extension Term"). The pricing to be applied for each Extension Term is listed in Exhibit "C." VI. Section 4.1 (Representatives and Personnel of Consultant) of the Agreement is hereby amended to read in its entirety as follows: "4.1 Representatives and Personnel of Consultant. The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: James Coulen Senior Account Executive (Name) (Title) (Name) (Title) (Name) (Title) 01007.0001/867732.3 B-3 DocuSign Envelope ID: CF0280E7-73C0-43E9-931 D-6286BCDA1706 It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance." VII. Section 5.1 (Insurance Coverages) of the Agreement is hereby amended to read in its entirety as follows: "5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (a) General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars and any automobile. (d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services 01007.0001/8677323 B-4 DocuSign Envelope ID: CF0280E7-73C0-43E9-931 D-6286BCDA1706 performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Cyber Liability. Technology professional liability errors & omissions insurance appropriate to Consultant's profession and the Services hereunder with limits not less than $1,000,000 per claim/loss, and $1,000,000 in the aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Consultant pursuant to this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information or data breach, theft, loss, damage or misuse, release of private information, extortion and network security. If coverage is maintained on a claims -made basis, Consultant shall maintain such coverage for an additional period of three (3) years following termination of the contract. The insurance shall include the following coverage: i. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory fines arising from such theft, dissemination or use of the confidential information. ii. Network security liability arising from the unauthorized use of access to, or tampering with computer systems. iii. Liability arising from the failure of Consultant's proprietary technology products (software) required under the contract for Consultant to properly perform the services intended iv. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep -linking or framing, and infringement or violation of intellectual property rights. v. Liability arising from the failure to render professional services as defined by industry standards appropriate to the technology being used. (f) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (g) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit "B". 01007.0001/867732.3 B-5 DocuSign Envelope ID: CF0280E7-73C0-43E9-931 D-6286BCDA1706 (h) Broader Coverages and Higher Limits. Notwithstanding anything else herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consultant." VIII. Section 5.3 (Indemnification) of the Agreement is hereby renamed "General and Intellectual Property Indemnification," and amended to read in its entirety as follows: "5.3 General and Intellectual Property Indemnification_ 5.3.1 Subject to the limitation of liability under Section 7.10, To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity to the extent arising out of or in connection with Consultant's breach of any warranties or representations, Consultant's the negligent performance of the Software Services, Implementation Services or Support Services or the reckless or willful misconduct work, operations or activities provided herein of Consultant, its officers, employees, or agents; subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will, at its own expense and with its own attorneys, defend Indemnified Parties in any action or actions filed in connection with any of said Consultant claims or liabilities and will control the resolution thereofand will pay all costs and expeases7iffeladiag legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any final non -appealed judgment rendered against the City, its officers, agents or employees for any Consultant claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or fees. 01007.0001/867732.3 B-6 DocuSign Envelope ID: CF0280E7-73C0-43E9-931D-6286BCDA1706 5.3.2 Subject to the limitations of liability under Section 7.10, Consultant represents and warrants that it owns or is otherwise authorized to grant City the right to use, all intellectual property rights associated with Consultant's provision and City's use of the Services, and agrees to defend, indemnify, and hold harmless the City and pay all damages (including reasonable attorneys' fees) relating to any third party claim, demand, cause of action, or proceedings (whether threatened, asserted, or filed) ("IP Claims") against City to the extent that such IP Claims are based upon the City's use of the Services (excluding third party products) directly infringing a United States patent, registered United States copyright, or registered United States trademark, provided that such use is in compliance with this Agreement. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. In the event of any IP Claims, or in Consultant's opinion is likely to occur, Consultant shall at its option and expense and with prior notice to City: (a) modify the Services to be non - infringing; or (b) obtain for City the right to use the Services as set out in this Agreement at no cost to City. Consultant's options set forth in this paragraph, whether or not exercised, shall in no way eliminate, reduce, curtail or abridge Consultant's obligations to indemnify and defend City in the event of any IP Claims. Consultant shall have no liability hereunder for any claim of intellectual property infringement based on the combination, operation or use of the Services with software, hardware or other materials not furnished or approved in writing by Consultant if such infringement would have been avoided without such software, hardware or other materials. The City may not directly or indirectly through any third parties attempt to reverse - engineer or de -compile the operation of the Services in any manner through current or future available technologies, except that City may modify the Customer Data to the extent and in the manner described in the Documentation. "Documentation" includes any and all printed or electronic guides and manuals, including sales, marketing and training materials provided by Consultant for the proper use of the Services." Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefor, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reclel ss willful m o duct of Consuhafit-iii-the-peffefaiiifiee-ef-pfefessiefial services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity of this Agreement." 01007.0001/867732.3 B-7 DocuSign Envelope ID: CF0280E7-73C0-43E9-931 D-6286BCDA1706 IX. Section 6.3 (Ownership of Documents) of the Agreement is hereby renamed "Grant of License; Ownership of Documents; Customer Data," and amended to read in its entirety as follows: "6.3 Grant of License; Ownership of Documents; Customer Data. Consultant hereby grants to City, its employees, officials, and agents a limited, revocable, non-exclusive, non-transferrable, royalty free license for the Term for City to use any intellectual property associated with Consultant's provision and City's use of the Services. The number of end users shall be at least as specified in City's RFP No. 23-002. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full ri fts of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. Customer Data, which shall be hosted in the United States along with all copies and backups, together with all intellectual property rights therein, will belong to the City and the City remains the sole and exclusive owner of the Customer Data. During the Term of this Agreement, the City may retrieve such data from the Services at any time and, within ten (10) days of the City's request, Consultant will make available any Customer Data that is stored in native file format (Word, Excel, PowerPoint, PDF, MP4). Consultant shall not access, use, disclose, sell, rent, transfer or copy the Customer Data for any purpose (or authorize or permit a third party to perform such acts) other than as required to perform its obligations pursuant to this Agreement. "Customer Data" shall mean electronic data and information uploaded or inputted to the Services or created, generated or produced by the City during use of the Services. 01007.0001/867732.3 B-8 DocuSign Envelope ID: CF0280E7-73C0-43E9-931D-6286BCDA1706 Following expiration or sooner termination of this Agreement, Consultant will furnish to City within thirty (30) days of City's written request any Customer Data that is stored in native file format (Word, Excel, PowerPoint, PDF, MP4). After the thirty (30) day period, Consultant will delete or destroy all copies of Customer Data in its possession or control, unless legally prohibited and upon request, provide the City with a certificate of destruction." X. Section 7.3 (Retention of Funds) of the Agreement is hereby amended to read in its entirety as follows: "7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant not rising out of thi Agreement) (i` any amounts the payment of which may be in dispute hereunder this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim, subject to the limitation of liability provisions of Section Z10. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein." XI. Section 7.7 (Termination Prior to Expiration of Term) of the Agreement is hereby amended to read in its entirety as follows: "7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. For the avoidance of doubt, if the City terminates for any reason other than a material breach of the Agreement during the initial two year Term, it will be responsible for the Subscription Fees ($66,953) for the initial two-year Term of the Agreement In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall 01007.0001/867732.3 B-9 DocuSign Envelope ID: CF0280E7-73C0-43E9-931D-6286BCDA1706 be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 7.2." XII. Section 7.9 (Attorney's Fees) of the Agreement is hereby amended to read in its entirety as follows: "7.9 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 attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's 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 XIII. Section 7.10 (Limitation of Liability) is hereby added to the Agreement to read in its entirety as follows: "7.10 Limitation of Liability. Liability of Consultant will be limited to five (5) times the Contract Sum stated in Section 2.1 of this Agreement (as adjusted according to any City exercise of its options to extend) or the applicable insurance coverage listed in Section 5.1, whichever is greater. Neither City nor Consultant will be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the City arising out of the use or failure to use the Services. Notwithstanding the foregoing, claims arising out of either Party's gross negligence or willful misconduct will be excluded from any limitation of liability." 01007.0001/867732.3 B-10 DocuSign Envelope ID: CF0280E7-73C0-43E9-931 D-6286BCDA1706 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the Services noted below. The rates are as follows: eScribe Annual Service and Support Fees Module eScribe Transparency Bundle License Type Annual License Fee $ 21660 Quantity 1 Cost $ 21660 eScribe Meeting Manager INCL eScribe Participant Access INCL eScribe Internet Publishing INCL eScribe Report Manager INCL eScribe Webcasting Plus INCL eScribe Public Comments Annual $ 3,000 1 $ 3,000 eScribePublic Speaker/Delegation Request Annual $ 2,130 1 $ 2,130 eScribe Vote Manager & Request to Speak Annual $ 2,870 1 $ 2,870 eScribe ADFS or Azure AD Authentication Annual $ 3,000 1 $ 3,000 Total - Annual Software and Support Fees $ 32,660 Implementation Fees Service Fee Quantity Cost eScribe Transparency Setup/Training One time $ 3,220 1 $ 3220 2 Meeting Types, 1 Rep ort Tem plate, 5 Workflows INCL Migration of Historical Granicus Data $ 1200 5 $ 6,000 6 x eScribe Academy Licenses INCL Public Comments Setup One time $ 1170 1 $ 1170 Public Speaker/Delegation Request Setup One time $ 750 1 $ 750 Vote Manager & Request to Speak Setup One time $ 1170 1 $ 1170 Azure AD or ADFSSetup One time $ 2350 1 $ 2350 Discount on Migration 1 -$ 6,000 Total - One-time Implementation Fees $ 8,660 Implementation Services Paid at Milestones: Milestone Payments Description Milestone due at completion of Meeting Manager 50% Implementation Services Fees Training Milestone due upon completion of first meeting live in 50% eScribe (Agendas and Minutes) Implementation Services Fees Amount $4,330 $4,330 01007.0001/867732.3 C-1 DocuSign Envelope ID: CF0280E7-73C0-43E9-931 D-6286BCDA1706 $35/user per year (101+ users) Proposed Solution At the completion of the migration, a legacy data storage fee will be charged, per the table below. These charges will only apply to meeting artifacts such as agendas/minutes/support documentation. Video storage is unlimited and does not factor into the below costs. GB Price / GB 0-50 $10.00 51-100 $9.50 101-150 $9.00 151-200 $8.50 201-300 $8.00 301+ $7.50 City and Consultant estimate there will be 6 to 7 GB in such data, resulting in an additional $70.00 needing to be added to the Contract Sum. II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub -budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8. III. The City will compensate Consultant for the Services provided upon submission of a valid invoice. Consultant will issue invoices for services as follows: A. An annual invoice for Subscription Services and Support Services. B. Milestone invoices for Implementation Services when milestones are achieved as set out in Section I of this Exhibit C. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. IV. The total compensation for the Services shall not exceed $75,683 as provided in Section 2.1 of this Agreement. 01007.0001/867732.3 C-3 DocuSign Envelope ID: CF0280E7-73C0-43E9-931D-6286BCDA1706 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall perform all services timely in accordance with the schedule set out in the Proposal. H. Consultant shall deliver the following tangible work products to the City by the following dates. A. Secure log -in integrated with City's current active directory network by no later than 30 calendar days following City's Contract Officer issuing Notice to Proceed. B. Complete City access to eScribe software by no later than 60 calendar days following City gaining secure log -in integrated with City's current active directory network. C. Migration of all data from Granicus/Legistar by no later than 90 calendar days following City gaining complete access to eScribe software. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 01007.0001/867732.3 D-1 From:Roobik Galoosian To:Tera Otineru Cc:Desiree Johnson; Kevin Kennedy Subject:RE: eScribe Contract Services Agreement Date:Tuesday, June 13, 2023 8:31:48 AM Attachments:City of Carson - eSCRIBE Software Ltd.pdf image001.png Sorry that was the wrong attachment. This is the approved COI. Roobik From: Roobik Galoosian Sent: Tuesday, June 13, 2023 8:29 AM To: Tera Otineru <totineru@carsonca.gov> Cc: Desiree Johnson <djohnson@carsonca.gov>; Kevin Kennedy <kkennedy@carsonca.gov> Subject: RE: eScribe Contract Services Agreement Hi Tera, This insurance is approved. The PDF is protected so I am not able to stamp it. Thanks, Roobik Galoosian Risk Management City of Carson 701 E. Carson Street Carson, CA 90745 Ph: 310.952.1764 Fax: 310.830.2471 City Hall is Closed on Friday From: Tera Otineru <totineru@carsonca.gov> Sent: Monday, June 12, 2023 8:20 AM To: Roobik Galoosian <RGaloosian@carsonca.gov> Cc: Desiree Johnson <djohnson@carsonca.gov> Subject: RE: eScribe Contract Services Agreement ACG'RD® CERTIFICATE OF LIABILITY INSURANCE L------ 6/1/2024 DATE(MM/DD/YYYY) 6/9/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies 1185 Avenue of the Americas, Suite 2010 New York NY 10036 646-572-7300 CONT NAMEACT PHONE FAX Ext): (A/C, No): E-MAIo. ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Hartford Underwriters Insurance Company 30104 INSURED Passageways, Inc. 1496478 eSCRIBE Software Ltd. 333 N Alabama St Ste 300 Indianapolis IN 46204 INSURER B : The Continental Insurance Company 35289 INSURER C : Federal Insurance Company 20281 INSURER D : Indian Harbor Insurance Company 36940 INSURER E : INSURER F : COVERAGES 1st CERTIFICATE NUMBER: 1963657 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 42 SBA AS3MHP 6/1/2023 6/1/2024 EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RETED PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES JECOT X PER: LOC GENERAL AGGREGATE $ 4,000,000 PRODUCTS - COMP/OP AGG $ 4,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO OWNED X SCHEDULED AUTOS NON -OWNED AUTOS ONLY N Y 42 SBA AS3MHP 6/1/2023 6/1/2024 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,000 BODILY INJURY (Per person) $ XXXXXXX INJURY (Per accident) $ XXXXXXX PROPERTY DAMAGE (Per accident) $ XXXXXXX $XXXXXXX A X UMBRELLA LIAB EXCESS LIAB X O OCCUR CLAIMS -MADE N N 42 SBA AS3MHP 6/1/2023 6/1/2024 EACH OCCURRENCE $ 3,000,000 AGGREGATE $ 3,000,000 DED RETENTION $ 10,000 $ XXXXXXX B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below �, / N N N / A Y 42 WEC AS3MN3 6/1/2023 6/1/2024 X PER STATUTE H ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 C D Crime Professional Liab/Cyber N N 8262-0166 MTP9043347 01 6/11/2023 6/11/2023 6/11/2024 6/11/2024 Limit: $1,000,000 Ded: $10,000 Ea Occ/Agg: $5,000,000 Ret: $100,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Carson are included as Additional Insured on a primary and non-contributory basis on the General Liability, Automobile Liability as required by written contract. Waiver of Subrogation applies in favor of the Additional Insured under the General Liability, Automobile Liability, and Worker's Compensation as required by written contract. CERTIFICATE HOLDER CANCELLATION 19636579 City of Carson 701 E. Carson street Carson CA 90745 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRG&LriiA NE .\ 1 I , ;, '-{yl� " `IA ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. »I rights reserved. The ACORD name and logo are registered marks of ACORD