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Agenda Item
ASR
Control 23-000300 |
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MEETING
DATE: |
04/25/23 |
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legal entity taking action: |
Board
of Supervisors |
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board of supervisors district(s): |
All
Districts |
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SUBMITTING Agency/Department: |
Clerk
of the Board (Approved) |
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Department contact person(s): |
Lily
Vu (714) 834-5528 |
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Valerie
Sanchez (714) 834-2206 |
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Subject: Approve Retroactive Assignment and
Consent Agreement with Granicus
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ceo CONCUR |
County Counsel Review |
Clerk of the Board |
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Concur |
Approved
Agreement to Form |
Discussion |
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3
Votes Board Majority |
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Budgeted: Yes |
Current Year
Cost: $60,450 |
Annual Cost: N/A |
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Staffing Impact: |
No |
# of Positions: |
Sole Source: N/A |
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Current Fiscal Year Revenue: N/A
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Prior Board Action: 05/05/20 #17 |
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RECOMMENDED
ACTION(S):
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1. |
Approve
retroactive Assignment and Consent Agreement to transfer and assign contract
for Agenda Management System from Prime Government Solutions, Inc. to
Granicus, LLC, and authorize County Procurement Officer or Deputized designee
to execute agreement. |
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2.
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Approve
Amendment No. 2 to contract with Granicus, LLC to amend contractor name from
Prime Government Solutions, Inc to
Granicus, LLC, and to renew contract for the Agenda Management System,
effective May 7, 2023 through May 6, 2025 in the amount of $125,400 with a
cumulative total contract amount not to exceed $357,400, and authorize County
Procurement Officer or Deputized designee to execute amendment. |
SUMMARY:
Approval
of the Assignment, Consent Agreement and Amendment No. 2 to the contract will
transfer and assign contract MA-017-20011143 from Prime Government Solutions,
Inc. to Granicus, LLC, and renew the contract for two (2) additional years for
the Agenda Management System.
BACKGROUND
INFORMATION:
On May 5, 2020,
Board of Supervisors (Board) approved the Contract with Prime Govenment
Solutions, Inc. ("PGS") for a new Agenda Management System.
On May 6, 2020,
County and PGS executed Contract MA-017-20011143 for Agenda Management System,
effective May 7, 2020 through and including May 6, 2023 in an amount not to
exceed $232,000.
On April 21, 2021, County and PGS executed Amendment No.1 to update the Contractors
address as reflected in the Contract preamble, the Contractors federal tax
classification and to replace Table III of Attachment B – Cost Compensation.
In about March 2021, Rock Solid
Technology, Inc. (“Rock Solid”) , a Texas corporation, purchased all the assets
of PGS ("Assignor"). On
February 22, 2023, Clerk of the Board received a letter from Granicus, LLC.
("Granicus") informing the County of an asset purchase agreement
whereby substantially all of the assets of Rock Solid were purchased by
Granicus ("Assignee") on October 12, 2022. The sale of such assets by Assignor included
the Contract with County of Orange.
Assignor and Assignee have signed the County's Assignment and Consent
Agreement into the Contract.
Under Board of Supervisors (Board) policy, Contract Policy Manual
Section 3.3-104, in all cases where the result of the assignment is that the
contracted entity has been released from further performance under the County
Contract, Board approval is required.
Board policy also requires Board approval under Contract Policy Manual
Section 3.3-111. As such, Clerk of the
Board requests Board approval of the Assignment and Consent Agreement to
approve the assignment from the Assignor to the Assignee, and to approve a
Contract renewal of two years into the Contract for the period of May 7, 2023
until May 6, 2025.
All original Terms and Conditions of the Contract shall remain
unchanged. This Contract does not
currently include subcontractors or pass through to any other providers. See Attachment D for Contract Summary Form.
Assignee has existing Contracts with the County and Contractor's
performance has been satisfactory. The
Department has verified there are no concerns that must be addressed with
respect to Contractor's ownership/name, litigation status or conflicts with
County interests.
Approval is retroactive due to circumstances beyond the County's control
as the Contractor did not notify Clerk of the Board of the change of ownership
until well after the effective date of the change in ownership and additionally
due to the length of the contractor's legal review of the assignment agreement
and contract amendment.
FINANCIAL
IMPACT:
Appropriations associated with this
contract renewal period for the Agenda Management System are included in FY
2022-2023 and FY 2022-2024 Budget for Fund 011. The table below shows the
contract costs and estimated implementation support provided by OCIT.
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This Renewal FY 2022-23 & FY 2023-24 |
Optional 2-Year Renewal FY 2024-2025 & FY 2025-26 |
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Annual License & Maintenance |
$125,400 |
$129,162 |
Contingency amount will be used to
cover unanticipated changes to the Scope of Work that may be required by the
County during the initial term of the Contract.
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Contingency |
Not to Exceed |
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To be used
during the initial term of the Contract |
$10,000 |
STAFFING
IMPACT:
N/A
ATTACHMENT(S):
Attachment
A - Assignment and Consent Agreement
Attachment B - Amendment No. 2 to Contract MA-017-20011143
Attachment C - Redlines of Contract Amendment No. 1
Attachment D - Contract Summary Form