AGENDA STAFF REPORT

Agenda Item AGENDA STAFF REPORT ASR Control 19-001129
MEETING DATE:	12/10/19
legal entity taking action:	Board of Supervisors
board of supervisors district(s):	All Districts
SUBMITTING Agency/Department:	Clerk of the Board (Approved)
Department contact person(s):	Lily Vu (714) 834-5528
	Valerie Sanchez (714) 834-2206

Subject: Approve Retroactive Assignment, Novation and Consent Agreement with Granicus

ceo CONCUR

County Counsel Review

Clerk of the Board

Concur

Approved Agreement to Form

Discussion

3 Votes Board Majority

Budgeted: N/A

Current Year Cost: N/A

Annual Cost: N/A

Staffing Impact:

# of Positions:

Sole Source: N/A

Current Fiscal Year Revenue: N/A

Funding Source: N/A	County Audit in last 3 years: No

Prior Board Action: No

RECOMMENDED ACTION(S):

Approve retroactive Assignment, Novation and Consent Agreement to transfer and assign contract for DisclosureDocs and eDisclosure Software Maintenance and Technical Support Services with SouthTech Systems, LLC (formerly SouthTech Systems, Inc.) to Granicus, LLC, and authorize County Procurement Officer or authorized Deputy to execute agreement.

Approve Amendment No.1 to contract with Granicus, LLC to amend contract to reflect the change in contractor from SouthTech Systems, LLC to Granicus, LLC and authorize County Procurement Officer or authorized Deputy to execute amendment.

SUMMARY:

Approval of the Assignment, Novation and Consent Agreement and Amendment No. 1 to the contract will transfer and assign contract MA-011-16011667 from SouthTech Systems, LLC (formerly SouthTech Systems, Inc) to Granicus, LLC, for the provision of DisclosureDocs and eDisclosure Software Maintenance and Technical Support Services.

BACKGROUND INFORMATION:

On July 1, 2016, the County entered into contract MA-011-16011667 with SouthTech Systems, LLC, under the name SouthTech Systems, Inc. for DisclosureDocs and eDisclosure Software Maintenance and Technical Support Services, effective July 1, 2016 through June 30, 2021.

On July 15, 2019, Clerk of the Board received a letter from Granicus, LLC ( Assignee) informing the County of an asset purchase agreement whereby substantially all of the assets of SouthTech Systems, LLC (Assignor) were purchased by Assignee on November 9, 2018. The sale of such assets by Assignor included the Contract with County of Orange. Assignor and Assignee signed the County's Assignment, Novation 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, Novation and Consent Agreement to approve the assignment from the Assignor to the Assignee.

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:

N/A

STAFFING IMPACT:

N/A

ATTACHMENT(S):

Attachment A - Assignment, Novation and Consent Agreement
Attachment B - Amendment No.1 to Contract MA-011-16011667
Attachment C - Redlines of Contract
Attachment D - Contract Summary Form - eDoc