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DUPLICATE
<br />ORIGINAL
<br />GENERAL SERVICES AGREEMENT
<br />(Granicus, LLC)
<br />This Agreement is made and entered into between the City of Redwood City ("City"), a
<br />municipal corporation, and Granicus, LLC, a Minnesota Limited Liability Company d/b/a Granicus
<br />("Contractor") as of July 1, 2019 (the `Effective Date"). In consideration of their mutual covenants, the
<br />parties hereto agree as follows:
<br />L Scope of Work. Subject to the terms and conditions of this Agreement, Contractor shall
<br />provide those services described in Exhibit A and incorporated herein by reference. In summary, the
<br />scope of services includes but is not limited to streaming of events, publishing of documents, indexing
<br />of events and creation of minutes.
<br />2 Payment Terms. For the services described in Exhibit A, the City agrees to pay
<br />Contractor a total amount that shall not exceed Twenty Two Thousand Nine Hundred Twenty Two
<br />Dollars and Eleven Cents ($22,922.11), which amount shall include all expenses. Contractor's bill shall
<br />include the following information for the services: a brief description of services performed, the date
<br />the services were performed, amount for billing period. In no event shall Contractor submit any billing
<br />for an amount in excess of the maximum amount of compensation provided for in this section.
<br />3. Term of Performance. Contractor shall perform the services set forth in Exhibit A on
<br />July 1, 2019. Contractor shall thereafter perform and complete all services by no later than June 30,
<br />2022.
<br />It Independent Contractor. At all times during the term of this Agreement, Contractor,
<br />its employees and agents shall be independent contractors and not employees or agents of the City.
<br />Contractor, its employees and agents shall have no authority, express or implied, to bind the City to
<br />any obligation whatsoever.
<br />S Assignment and Subcontracting. It is recognized by the parties hereto that a
<br />substantial inducement to City for entering into this agreement was, and is, the qualifications and
<br />competence of Contractor. Therefore, Contractor shall not subcontract, assign or transfer any portion
<br />of the performance contemplated and provided for in this Agreement without the approval of the City
<br />Manager; provided, however, that either Party may assign this Agreement without the other Party's
<br />consent in the event of any successor or assign that has acquired all, or substantially all, of the assigning
<br />Party's business by means of merger, stock purchase, asset purchase, or otherwise.. Contractor shall
<br />not subcontract any portion of the performance contemplated and provided for herein without prior
<br />written approval of the City.
<br />6. Hold Harmless. The Contractor shall, to the fullest extent allowed by law, with respect
<br />to all services performed in connection with this Agreement, defend with counsel acceptable to City,
<br />indemnify, and hold City, officers, employees, agents, and volunteers, harmless from and against any
<br />and all claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct
<br />of the Contractor, subcontractors, or anyone directly or indirectly employed by any of them or anyone
<br />for whose acts any of them may be liable ("Claims"). Contractor will bear all losses, costs, damages,
<br />expense and liability of every kind, nature and description, including attorneys' fees, experts fees, court
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<br />AM/AGR/2019.171/GRANICUS, LLC
<br />REV: 07-19-19 RL
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