HomeMy WebLinkAboutCAG2019-320 - Amendment - #1 - Granicus, LLC - Name Change from CSDC, Inc. to Calytera US, Inc. to Granicus, LLC - 10/05/2021ApprovalOriginator:Department:
Date Sent:Date Required:
Authorized to Sign:
Director or Designee Mayor
Date of Council Approval:
Grant? Yes No
Type:Review/Signatures/RoutingDate Received by City Attorney:
Comments:
Date Routed to the Mayor’s Office:
Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category:
Vendor Number:Sub-Category:
Project Name:
Project Details:
Agreement Amount:
Start Date:
Basis for Selection of Contractor:
Termination Date:
Local Business? Yes No*
Business License Verification: Yes In-Process Exempt (KCC 5.01.045)
If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace.
Notice required prior to disclosure?
Yes No
Contract Number:
Agreement Routing Form
For Approvals, Signatures and Records Management
This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms.
(Print on pink or cherry colored paper)
Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20
Budget Account Number:
Budget? Yes No
Dir Asst:
Sup/Mgr:
Dir/Dep:
rev. 200821
FOR CITY OF KENT OFFICIAL USE ONLY
(Optional)
* Memo to Mayor must be attached
This is the first amendment to the original 2019 Master License and Services
Agreement, updating the contracting entity from CSDC, Inc / Calytera US, Inc
to Granicus, LLC.
$0.00
DATE: September 7, 2021
TO: Kent City Council
SUBJECT: First Amendment to Master License and Services
Agreement for Amanda Platform – Authorize
MOTION: I move to authorize the Mayor to sign a First Amendment to the
Master License and Services Agreement to authorize the assignment and
assumption of the original agreement by Granicus, LLC, the successor to
CSDC, Inc. and Calytera US, Inc, subject to final terms and conditions
acceptable to the IT Director and City Attorney.
SUMMARY:
The Amanda project’s primary objective is to replace the City’s permitting and
compliance system (KIVA), which has reached end of life, with a more modern,
user-friendly platform. Focus has been placed on streamlining ECD/Economic and
Community Development permitting processes while enhancing the customer
experience through reductions in lead time, review and overall permit lifecycle
processing.
The new technology platform/system underpinning this work-known as Amanda-is
being implemented with Granicus, LLC, the current software vendor and its
implementation subcontractor, Vision 33.
In October 2019, CSDC Systems Inc. rebranded/changed its corporate name from
CSDC, Inc. to Calytera US, Inc., and then the later acquisition of Calytera US, Inc.
was executed by Granicus, LLC, which perpetuates the need to formally assign the
existing contract to Granicus, LLC.
BUDGET IMPACT: None.
SUPPORTS STRATEGIC PLAN GOAL:
Innovative Government - Delivering outstanding customer service, developing leaders, and
fostering innovation.
Evolving Infrastructure - Connecting people and places through strategic investments in physical
and technological infrastructure.
8.M
Packet Pg. 240
Thriving City - Creating safe neighborhoods, healthy people, vibrant commercial districts, and
inviting parks and recreation.
Sustainable Services - Providing quality services through responsible financial management,
economic growth, and partnerships.
Inclusive Community - Embracing our diversity and advancing equity through genuine community
engagement.
ATTACHMENTS:
1.2021_CSDC-Calytera-Granicus-Vendor Name Change (PDF)
08/24/21 Committee of the Whole RECOMMENDED TO
COUNCIL BY CONSENSUS
RESULT: RECOMMENDED TO COUNCIL BY CONSENSUS
Next: 9/7/2021 7:00 PM
8.M
Packet Pg. 241
Granicus
408 St Peter St, Suite 600
Saint Paul, MN
55102
Page 1 of 2
First Amendment to Master License and Service Agreement
This First Amendment amends the Master License and Services Agreement originally entered into between the
City of Kent and CSDC, Inc. is effective on the date this document is signed and entered into by and between
Granicus LLC, a Minnesota Limited Liability Company d/b/a Granicus (hereinafter referred to as "Granicus" or as
“CSDC” as that term is used in the Master License and Services Agreement), and the City of Kent, a Washington
municipal corporation (hereinafter referred to as "Client" or “Purchaser” as that term is used in the Master License
and Services Agreement), with reference to the following:
WHEREAS, the Client and CSDC, Inc. entered into a Master License and Service Agreement effective May 13,
2019 (the "Agreement"); and
WHEREAS, in October of 2019, CSDC, Inc. changed its name to Calytera US, Inc. (“Calytera”), and on October
29, 2020, Calytera was acquired by Granicus; and
WHEREAS, the Agreement provides that either party may assign the Agreement to a third-party upon the prior
written consent of the other party, unless the assignment is to an affiliate or a successor as part of a corporate
reorganization or a sale of some or all of a party’s business, for which only advance written notice need be
given to the other party concerning that assignment or change in control; and
WHEREAS, Granicus desires to accept and assume all of the rights, duties, benefits, and obligations of CSDC
and Calytera under the Agreement; and
WHEREAS, the Client desires to consent to such assumption under the terms of this First Amendment; and
WHEREAS, in addition to Client's existing solution, Client wishes to add certain products and services as detailed
in the parties’ Change Order No. 18 to the Statement of Work for Phase 2 – Full Implementation, which is
executed contemporaneously with this First Amendment; and
NOW, THEREFORE, in consideration of the premises, the parties intend that the Agreement be amended as
follows:
1.Granicus accepts and assumes all rights, duties, benefits, and obligations of the Agreement,
including all existing and future obligations to perform under the Agreement and all legal and
financial responsibility for the prior performance of CSDC and Calytera.
2.All references to CSDC in the Agreement, shall hereinafter be referred to as Granicus.
3.The Client hereby consents to the foregoing assignment to and assumption by Granicus.
4.The parties agree that the Agreement is amended to add a new Section 25.10, entitled
“Insurance” as follows:
Section 25.10. Insurance. Granicus shall procure and maintain for
the duration of the Agreement, insurance of the types and in the
amounts described in Exhibit E attached and incorporated by this
reference.
DocuSign Envelope ID: 8F9C1070-528D-4304-ADC7-8BDF80280A5C
Amendment
Kent, WA
Order #: Q-151375 CONFIDENTIAL
Prepared: 7/28/2021 10:57:54 AM
Page 2 of 2
5.As provided for by the Agreement, all compensation and work authorized through a Change
Order to any previously issued Statement of Work shall be governed by the terms of the
Agreement, including Change Order No. 18, which amends the previously authorized Statement
of Work for Phase 2 – Full Implementation.
6.Except as amended by this First Amendment, all other terms and conditions of the Agreement
shall remain in full force and effect.
7.In the event of any inconsistency between the provisions of this First Amendment and the
documents comprising the Agreement, the provisions of this First Amendment shall prevail.
IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed by their duly authorized
representatives.
Agreement and Acceptance
By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also
understands the services and terms.
City of Kent Granicus
Signature: Signature:
Name: Dana Ralph Name:
Title: Mayor Title:
Date: Date:
Attest:
Kent City Clerk
Approved as to Form:
Kent City Attorney
Maxwell Buccelli
Manager - Contracts
DocuSign Envelope ID: 8F9C1070-528D-4304-ADC7-8BDF80280A5C
9/24/2021
, Deputy
10/05/2021
EXHIBIT E
INSURANCE REQUIREMENTS FOR
TECHNOLOGY CONSULTANT SERVICES AGREEMENTS
Insurance
The Consultant shall procure and maintain for the duration of the Agreement, insurance
against claims for injuries to persons or damage to property which may arise from or in
connection with the performance of the work hereunder by the Consultant, their agents,
representatives, employees or subcontractors.
A.Minimum Scope of Insurance
Consultant shall obtain insurance of the types described below:
1.Commercial General Liability insurance shall be written on ISO occurrence form CG
00 01, or an equivalent form, and shall cover liability arising from premises,
operations, independent contractors, products-completed operations, personal injury
and advertising injury, and liability assumed under an insured contract. The
Commercial General Liability insurance shall be endorsed to provide an Aggregate
Per Project Endorsement. The City shall be included as an insured under the
Consultant’s Commercial General Liability insurance policy with respect to the work
performed for the City using ISO additional insured endorsement CG 20 10 11 85 or
a substitute endorsement providing equivalent coverage.
2.Technology Errors & Omissions (E&O)
3.Network Security (Cyber) and Privacy Insurance shall include, but not be limited to,
coverage, including defense, for the following losses or services:
Liability arising from theft, dissemination, and/or use of Public Entity confidential and
personally identifiable information, including but not limited to, any information
about an individual maintained by the Public Entity, including (i) any information that
can be used to distinguish or trace an individual‘s identity, such as name, social
security number, date and place of birth, mother’s maiden name, or biometric
records; and (ii) any other information that is linked or linkable to an individual, such
as medical, educational, financial, and employment information regardless of how or
where the information is stored or transmitted.
Network security liability arising from (i) the unauthorized access to, use of, or
tampering with computer systems, including hacker attacks; or (ii) the inability of an
authorized third party to gain access to supplier systems and/or Public Entity data,
including denial of service, unless caused by a mechanical or electrical failure; (iii)
introduction of any unauthorized software computer code or virus causing damage to
the Public Entity or any other third party data.
Lawfully insurable fines and penalties resulting or alleging from a data breach.
Event management services and first-party loss expenses for a data breach response
including crisis management services, credit monitoring for individuals, public
relations, legal service advice, notification of affected parties, independent
information security forensics firm, and costs to re-secure, re-create and restore
data or systems.
DocuSign Envelope ID: 8F9C1070-528D-4304-ADC7-8BDF80280A5C
4.Workers’ Compensation coverage as required by the Industrial Insurance laws of the
State of Washington. Washington is a monopolistic state that requires Workers’
Compensation insurance be placed by the employer with the state directly.
Washington is not included in Granicus’ Workers’ Compensation insurance with CNA.
B. Minimum Amounts of Insurance
Consultant shall maintain the following insurance limits:
1.Commercial General Liability insurance shall be written with limits no less than
$2,000,000 each occurrence, $2,000,000 general aggregate. Coverage may be in
the form of an underlying GL policy combined with an Umbrella/Excess policy in
order to meet the limits required.
2.Technology Errors & Omissions (E&O) shall be written with limits no less than
$1,000,000 per claim and $1,000,000 policy aggregate limit.
3.Network Security (Cyber) and Privacy Insurance shall be written with limits no less
than $2,000.000 per claim $2,000,000 policy aggregate for network security and
privacy coverage, $100,000 per claim for regulatory action (fines and penalties), and
$100,000 per claim for event management services.
C. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions for
Automobile Liability and Commercial General Liability insurance:
1.The Consultant’s insurance coverage shall be primary insurance as respect the City.
Any Insurance, self-insurance, or insurance pool coverage maintained by the City
shall be excess of the Consultant’s insurance and shall not contribute with it.
Granicus can provide notice to the City upon receipt from the insurer.
2.The City of Kent shall be included as an additional insured on all policies (except
Professional Liability and Workers’ Compensation) as respects work performed by or
on behalf of the Consultant and a copy of the endorsement including the City as
additional insured shall be attached to the Certificate of Insurance. The
Consultant’s Commercial General Liability insurance shall also contain a clause
stating that coverage shall apply separately to each insured against whom claim is
made or suit is brought, except with respects to the limits of the insurer’s liability.
D. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less thanA-
:VII.
E. Verification of Coverage
Consultant shall furnish the City with original certificates and a copy of the amendatory
endorsements, including but not necessarily limited to the additional insured endorsement,
evidencing the insurance requirements of the Consultant before commencement of the
work.
DocuSign Envelope ID: 8F9C1070-528D-4304-ADC7-8BDF80280A5C
F. Subcontractors
Consultant shall furnish separate certificates and endorsements for each subcontractor. All
coverages for subcontractors shall be subject to all of the same insurance requirements as
stated herein for the Consultant.
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To whom it may concern:
17796831.
The above inbox is for automating electronic delivery of certificates only. Please do NOT send
future certificate requests to this inbox.
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in rem
in personam
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Business Auto Policy
Policy Endorsement
EXTENDED COVERAGE -BA PLUS - FOR HIRED AND NON-OWNED AUTOS
It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows. If any other
endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement
controls with respect to such provision, and the changes made by this endorsement to such provision do not apply.
TABLE OF CONTENTS
I. AMENDMENTS TO LIABILITY COVERAGE
A. Who Is An Insured
1. Majority Owned Corporations
2. Newly Acquired Organizations
3. Additional Insureds Required By Written Contracts
4. Employee-Hired Autos
B. Increased Loss of Earnings Allowance
C. Fellow Employee Coverage
II. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE
A. Increased Loss of Use Expense
B. Broadened Electronic Equipment Coverage
III. AMENDMENTS TO BUSINESS AUTO CONDITIONS
A. Knowledge of Accident or Loss
B. Knowledge of Documents
C. Waiver of Subrogation
D. Unintentional Failure To Disclose Hazards
E. Primary and Non-Contributory When Required By Contract
IV. AMENDMENTS TO DEFINITIONS
A. Broadened Bodily Injury
I. AMENDMENTS TO LIABILITY COVERAGE
A. Amendments to Who Is An Insured
Under SECTION II - COVERED AUTOS LIABILITY COVERAGE,the paragraph entitled Who Is An Insured
is amended to add the following:
1. Majority Owned Corporations
Any incorporated entity in which you own a majority of the voting stock on the inception date of this Coverage
Form is an insured,but only if such entity is not an insured under any other liability "policy" that provides auto
coverage.
2. Newly Acquired Organizations
Form No: CNA83700XX (10-2015)
Endorsement Effective Date: Endorsement Expiration Date:
Endorsement No: 12; Page: 1 of 4
Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606
® Copyright CNA All Rights Reserved.
Policy No: BUA 6043664084 Policy
Effective Date: 10/20/2020 Policy
Page: 45 of 69
DocuSign Envelope ID: 8F9C1070-528D-4304-ADC7-8BDF80280A5C
Business Auto Policy
Policy Endorsement
Any organization you newly acquire or form during the policy period, other than a limited liability
company, partnership or joint venture, and in which you maintain majority ownership interest is an
insured,but only if such organization is not an insured under any other liability "policy" that
provides auto coverage. The insurance afforded by this provision:
a.Is effective on the date of acquisition or formation of the organization, and applies until:
(1) The end of the policy period of this Coverage Form; or
(2) The next anniversary of this Coverage Form's inception date,
whichever is earlier; and
b.Does not apply to bodily injury or property damage caused by an accident that occurred before
you acquired or formed the organization.
3. Additional Insureds Required By Written Contract
Any person or organization that you are required by written contract to make an additional insured
under this insurance is an insured,but only with respect to that person or organization's legal
liability for acts or omissions of a person who qualifies as an insured for Liability Coverage under
SECTION II - WHO IS AN INSURED of this Coverage Form.
4. Employee-Hired Autos
Any employee of yours is an insured while operating with your permission an auto hired or rented
under a contract in that employee's name, while performing duties related to the conduct of your
business.
With respect to provisions A.1.and A.2.above, "policy" includes those policies that were in force on the
inception date of this Coverage Form, but:
i. Which are no longer in force; or
ii. Whose limits have been exhausted.
B. Increased Loss of Earnings Allowance
Under the paragraph entitled Coverage
Extensions is amended under Supplementary Payment subparagraph (4)to delete the $250. a day limit
for loss of earnings and replace it with a $500. a day limit.
C. Fellow Employee Coverage
Under the paragraph entitled Exclusions is
amended to delete the exclusion entitled Fellow Employee.
II. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE
A. Increased Loss of Use Expense
Under the paragraph entitled Coverage Extensions is
amended under Loss of Use Expenses to delete the maximum of $600., and replace it with a maximum
of $800.
B. Broadened Electronic Equipment Coverage
Under the paragraph entitled Exclusions is amended to
delete paragraphs 5.a through 5.d.in their entirety, and replace them with the following:
5.Exclusions 4.c.and 4.d.above do not apply to loss to any electronic equipment that at the time of
loss is:
Form No: CNA83700XX (10-2015)
Endorsement Effective Date: Endorsement Expiration Date:
Endorsement No: 12; Page: 2 of 4
Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606
® Copyright CNA All Rights Reserved.
Policy No: BUA 6043664084 Policy
Effective Date: 10/20/2020 Policy
Page: 46 of 69
DocuSign Envelope ID: 8F9C1070-528D-4304-ADC7-8BDF80280A5C
Business Auto Policy
Policy Endorsement
a. Permanently installed in or upon a covered auto,nor to such equipment's antennas or other
accessories used with such equipment. A $100 deductible applies to this provision, and
supersedes any otherwise applicable deductible; or
b. Designed to be operated solely by use of the power from the auto's electrical system and is:
(1)Removable from a housing unit which is permanently installed in or upon the covered auto;
(2)An integral part of the same unit housing any electronic equipment described in paragraphs
a.or b.(1)above; or
(3)Necessary for the normal operation of the covered auto or the monitoring of the covered
auto's operating system.
III. AMENDMENTS TO BUSINESS AUTO CONDITIONS
A. Knowledge of Accident or Loss
Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims,
Suit, or Loss is amended to add the following subparagraph a.(4):
(4)If your employees know of an accident or loss,this will not mean that you have such knowledge until
such accident or loss is known to a natural person Named Insured, to a partner, executive officer,
manager or member of a Named Insured, or to an employee designated by any of the above to be
your insurance manager.
B. Knowledge of Documents
Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims,
Suit, or Loss is amended to add the following subparagraph b.(6):
(6)If your employees know of documents concerning a claim or suit,this will not mean that you have
such knowledge until such documents are known to a natural person Named Insured, to a partner,
executive officer, manager or member of a Named Insured, or to an employee designated by any of
the above to be your insurance manager.
C. Waiver of Subrogation
Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Transfer Of Rights Of Recovery Against
Others To Us is amended to add the following:
We waive any right of recovery we may have, because of payments we make for injury or damage,
against any person or organization for whom or which you are required by written contract or
agreement to obtain this waiver from us.
This injury or damage must arise out of your activities under a contract with that person or
organization.
You must agree to that requirement prior to an accident or loss.
D. Unintentional Failure To Disclose Hazards
Under BUSINESS AUTO CONDITIONS, the General Condition entitled Concealment, Misrepresentation or
Fraud is amended to add the following:
Your failure to disclose all hazards existing on the inception date of this Coverage Form shall not
prejudice you with respect to the coverage provided by this insurance, provided such failure or omission
is not intentional.
E. Primary and Non-Contributory When Required By Contract
Under BUSINESS AUTO CONDITIONS, the General Condition entitled Other Insurance is amended to add
the following:
Form No: CNA83700XX (10-2015)
Endorsement Effective Date:Endorsement Expiration Date:
Endorsement No: 12; Page: 3 of 4
Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606
® Copyright CNA All Rights Reserved.
Policy No: BUA 6043664084 Policy
Effective Date: 10/20/2020 Policy
Page: 47 of 69
DocuSign Envelope ID: 8F9C1070-528D-4304-ADC7-8BDF80280A5C
Business Auto Policy
Policy Endorsement
Notwithstanding provisions 5.a.through 5.d.above, the coverage provided by this Coverage Form shall
be on a primary and non-contributory basis when required to be so by a written contract entered into
prior to accident or loss.
IV. AMENDMENTS TO DEFINITIONS
A. Broadened Bodily Injury
Under DEFINITIONS,the definition of bodily injury is deleted and replaced by the following:
Bodily injury means physical injury, sickness or disease sustained by a person, including death, mental
anguish or mental injury sustained by that person which results as a consequence of the physical injury,
sickness or disease.
All other terms and conditions of the policy remain unchanged
This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers,
takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective
date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy.
Form No: CNA83700XX (10-2015)
Endorsement Effective Date:Endorsement Expiration Date:
Endorsement No: 12; Page: 4 of 4
Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606
® Copyright CNA All Rights Reserved.
Policy No: BUA 6043664084
Policy Effective Date: 10/20/2020
Policy Page: 48 of 69
DocuSign Envelope ID: 8F9C1070-528D-4304-ADC7-8BDF80280A5C