HomeMy WebLinkAboutAgreement A-18-251 with GovDelivery LLC.pdf Agreement No. 18-251
Master Subscription Agreement
This Master Subscription Agreement("Agreement") is made and entered into this 8th day of May,2018, by and
between the COUNTY OF FRESNO,a political subdivision of the State of California, hereinafter referred to as"County"
or"Customer"and GovDelivery, LLC, a Minnesota Limited Liability Company d/b/a Granicus ("Granicus"),whose
address is 408 Saint Peter Street,Suite 600,Saint Paul, Minnesota 55102,and is effective as of June 3,2018("Effective
Date"). Customer and Granicus may each be referred to herein as"Party"or collectively as "Parties".
WITNESSETH:
WHEREAS, Granicus is in the business of developing, licensing,and offering for sale subscriptions to various
streaming media solutions specializing in Internet broadcasting,and related support services;and
WHEREAS,the County desires to use the Granicus software subject to the terms and conditions set forth in this
Agreement.
NOW,THEREFORE, in consideration of the mutual covenants,terms and conditions herein contained,the parties hereto
agree as follows:
Customer accepts this Agreement by signing it with the approval of Customer's Board of Supervisors. In the event there
is a conflict between this Agreement and any other contract Customer has for the Granicus Products and Services
("Contract"),the terms of the Contract shall prevail.
1. Definitions. In addition to terms defined elsewhere in this Agreement,the following terms shall have the meaning
specified:
"Agreement Term" means the total time covered by the Initial Term and all Extension Terms for each Order,SOW or
Exhibit under this Agreement,further specified in Section 7.1,and in any case ending not more than five years from
the beginning of the Initial Term.
"Exhibit"means any exhibit referenced herein and attached hereto.
"Extension Term"any term that increases the length of the Initial Term of this Agreement, but in any case ending
not more than five years from the beginning of the Initial Term.
"Fees" mean the fees charged by Granicus for the Granicus Products and Services as identified on each Order,SOW
or Exhibit and, unless otherwise stated in each Order,SOW or Exhibit, invoiced upon commencement of the Order
Term.
"Granicus Products and Services" means the products and services made available to Customer pursuant to this
Agreement,which may include Granicus products,services,application software accessible for use by Customer on a
subscription basis,also known as software as a service("SaaS"),Granicus professional services,content from any
professional services or other required equipment components ("Required Hardware"), as specified in each Order,
SOW or Exhibit.
"Initial Term"shall have the meaning specified in Section 7.1.
"Order" means a written order, proposal,or purchase document in which Granicus agrees to provide and Customer
agrees to purchase specific Granicus Products and Services.
"Order Term"shall mean the then-current duration of performance identified on each Order,SOW or Exhibit,for
which Granicus has committed to provide,and Customer has committed to pay for, Granicus Products and Services.
"Statement of Work"or"SOW" means a written order, proposal,or purchase document that is signed by both
Parties and describes the Granicus Products and Services to be provided and/or performed by Granicus. Each Order,
SOW or Exhibit shall describe the Parties' performance obligations and any assumptions or contingencies associated
with the implementations of the Granicus Products and Services,as specified in each Order,SOW or Exhibit placed
hereunder.
"Support"means the ongoing support and maintenance services performed by Granicus related to the Granicus
Products and Services as specified in each Order,SOW or Exhibit placed between the Parties.
2. Ordering and Scope
2.1. Ordering Granicus Products and Services.The Parties may execute one or more Order,SOW or Exhibit related
to the sale and purchase of Granicus Products and Services. Each Order,SOW or Exhibit will generally include an
itemized list of the Granicus Products and Services as well as the Order Term for such Granicus Products and
Services. Each Order,SOW or Exhibit must,generally,be signed by the Parties;although,when a validly-issued
purchase order by Customer accompanies the Order,SOW or Exhibit,then the Order,SOW or Exhibit need not
be executed by the Parties. Each Order,SOW or Exhibit dated on or after the Effective Date shall be governed
by this Agreement regardless of any pre-printed legal terms on each Order,SOW or Exhibit,and by this
reference each such Order,SOW or Exhibit is incorporated herein.
2.2. Support.Support related to standard Granicus Products and Services is included within the fees paid during the
Order Term.Granicus may increase its Support obligations under this Agreement,so long as the functionality
purchased by Customer is not materially diminished.
2.3. Future Functionality.Customer acknowledges that any purchase hereunder is not contingent on the delivery of
any future functionality or features.
2.4. Cooperative Purchasing.To the extent permitted by law and approved by Customer,the terms of this
Agreement and set forth in one or more Order,SOW or Exhibit may be extended for use by other
municipalities,school districts and governmental agencies upon execution of an addendum or other signed
writing setting forth all of the terms and conditions for such use.The applicable fees for additional
municipalities,school districts or governmental agencies will be provided by Granicus to Customer and the
applicable additional party upon written request.
3. Use of Granicus Products and Services and Proprietary Rights
3.1. Granicus Products and Services.The Granicus Products and Services are purchased by Customer as
subscriptions during an Order Term specified in each Order,SOW or Exhibit.Additional Granicus Products and
Services may be added during an Order Term as described in Section 2.1.
3.2. Permitted Use.Subject to the terms and conditions of this Agreement,Granicus hereby grants during each
Order Term,and Customer hereby accepts,solely for its internal use, a worldwide, revocable, non-exclusive,
non-transferrable right to use the Granicus Products and Services to the extent allowed in the relevant Order,
SOW or Exhibit(collectively the"Permitted Use").The Permitted Use shall also include the right,subject to the
conditions and restrictions set forth herein,to use the Granicus Products and Services up to the levels limited in
the applicable Order,SOW or Exhibit.
3.2.1. Data Sources. Data uploaded into Granicus Products and Services must be brought in from Customer
sources(interactions with end users and opt-in contact lists).Customer cannot upload purchased
contact information into Granicus Products and Services without Granicus'written permission and
professional services support for list cleansing. Granicus understands and acknowledges, however,that
Customer is a government agency and intends to use Granicus for the purpose of publishing
information required by law to be available to the public.
3.2.2. Content. Customer can only use Granicus Products and Services to share content that is created by and
owned by Customer and/or content for related organizations provided that it is in support of other
organizations but not as a primary communication vehicle for other organizations that do not have a
Granicus subscription.Any content deemed inappropriate for a public audience or in support of
programs or topics that are unrelated to Customer,can be removed or limited by Granicus; provided,
however,that Granicus must provide 10 days'advance written notice to Customer of Granicus'
intention to remove or limit content,and Customer shall have the right to explain in writing why such
content should not be removed or limited.
3.2.3. Granicus Communications Suite Subscriber Information
3.2.3.1. Data Provided by Customer.Data provided by Customer and contact information gathered
through Customer's own web properties or activities will remain the property of Customer
("Direct Subscriber"), including any and all personally identifiable information.Granicus will not
release the data without the express written permission of Customer, unless required by law.
3.2.3.2. Data Obtained through the Granicus Advanced Network
3.2.3.2.1. Granicus offers a SaaS product, known as the Communications Cloud,which offers
Direct Subscribers recommendations to subscribe to other Granicus customers'digital
communication(the"Advanced Network").When a Direct Subscriber signs up through one of
the recommendations of the Advanced Network,that subscriber is a"Network Subscriber"to
the agency it subscribed to through the Advanced Network.
3.2.3.2.2. Access to the Advanced Network is a benefit of the Communications Cloud subscription
with Granicus. Network Subscribers are available for use only while Customer is under an active
subscription with Granicus. Network Subscribers will not transfer to Customer upon
termination of any Granicus Order,SOW or Exhibit.Customer shall not use or transfer any of
the Network Subscribers after termination of its Order,SOW or Exhibit placed under this
Agreement.All information related to Network Subscribers must be destroyed by Customer
within 15 calendar days of the Order,SOW or Exhibit placed under this Agreement terminating.
3.2.3.2.3. Opt-In. During the last 10 calendar days of Customer's Order Term for the terminating
Order,SOW or Exhibit placed under this Agreement,Customer may send an opt-in email to
Network Subscribers that shall include an explanation of Customer's relationship with Granicus
terminating and that the Network Subscribers may visit Customer's website to subscribe to
further updates from Customer in the future.Any Network Subscriber that does not opt-in will
not be transferred with the subscriber list provided to Customer upon termination.
3.3. Restrictions.Customer shall not:
3.3.1. Access or use any portion of Granicus Products and Services,except as expressly allowed by this
Agreement or each Order,SOW or Exhibit placed hereunder;
3.3.2. Disassemble,decompile,or otherwise reverse engineer all or any portion of the Granicus Products and
Services;
3.3.3. Use the Granicus Products and Services for any unlawful purposes;
3.3.4. Export or allow access to the Granicus Products and Services in violation of U.S. laws or regulations;
3.3.5. Except as expressly permitted in this Agreement,subcontract, rent,or lease the Granicus Products and
Services,or any portion thereof,for third party use;or
3.3.6. Modify,adapt,or use the Granicus Products and Services to develop any software application intended
for resale which uses the Granicus Products and Services in whole or in part.
3.4. Customer Feedback.Customer hereby grants to Granicus an irrevocable, non-exclusive, perpetual, royalty-free
transferrable license,with right to sublicense,to use and incorporate into the Granicus Products and Services
any suggestion,enhancement, request, recommendation,correction or other feedback provided by Customer
relating to the use of the Granicus Products and Services.
3.5. Required Hardware. For Required Hardware purchased from Granicus by Customer,Granicus will provide to
Customer a three(3)year warranty with respect to the Required Hardware.Within the three(3)year warranty
period,Granicus shall repair or replace any Required Hardware provided directly from Granicus that fails to
function properly due to normal wear and tear, defective workmanship,or defective materials. Required
Hardware warranty shall commence on the Effective Date of each applicable Order,SOW or Exhibit.
3.6. Reservation of Rights.Subject to the limited rights expressly granted hereunder,Granicus and/or its licensors
reserve all right,title and interest in the Granicus Products and Services,the documentation and resulting
product including all related intellectual property rights. Further, no implied licenses are granted to Customer.
4. Payment
4.1. Fees.Customer agrees to pay all fees,costs and other amounts as specified in each Order,SOW or Exhibit.
Granicus reserves the right to suspend any Granicus Products and Services should there be a lapse in payment.
A lapse in the term of each Order,SOW or Exhibit will require the payment of a setup fee to reinstate the
subscription.All fees are exclusive of applicable state, local,and federal taxes,which, if any,will be included in
the invoice. It is Customer's responsibility to provide applicable exemption certificate(s). Granicus shall submit
invoices,either electronically or via mail,to the County of Fresno,Internal Services Department(ISD),ATTN:
Business Office,333 W.Pontiac Way,Clovis,CA 93612. In no event shall services performed under this
Agreement be in excess of$455,000 during the possible five-year term of this Agreement.
Unless indicated otherwise in the applicable Order,SOW or Exhibit,the fees shall be invoiced by Granicus and
paid by Customer as follows:
4.1.1. Products. Product setup and annual fees are due at the beginning of the Initial Term,then annually at
the beginning of any Extended Term or Order Term,within forty-five(45)days of receipt of invoice.
Exhibit B of this Agreement identifies the list of products and services used in this Agreement.The
"Outside-of-Scope Line Item—Monthly" identified in this Exhibit is the monthly service cost for Granicus
to provide and support customization of products used by the County in this Agreement.
4.1.2. Services.Services supporting Products shall be paid annually commencing upon the completion of the
Product implementation,or the Product being ready for Customer's use. Fees shall be paid by Customer
within forty-five(45)days of receipt of invoice.
4.1.3. Required Hardware. For Required Hardware,delivery is complete once Customer receives Required
Hardware components with the configured Granicus Product and Services.
4.1.4. Additional Products and Services.The Director of Internal Services/Chief Information Officer
("Director") is authorized to issue on behalf of Customer later SOWs and Orders for additional products,
services,or both, provided that such products,services,or both are offered by Granicus, related to their
agenda management solutions,and,in the determination of the Director,will enhance Customer's
provision of government services.Such later SOWS and Orders are subject to the terms and conditions
of this Agreement. In no event shall the cumulative cost to Customer for such additional products,
services,or both exceed$52,949.86.
4.2. Disputed Invoiced Amounts.Customer shall provide Granicus with detailed written notice of any amount(s)
Customer reasonably disputes within thirty(30)days receipt of invoice for said amount(s)at issue. Granicus will
not exercise its rights under 4.1 above if Customer has, in good faith,disputed an invoice and is diligently trying
to resolve the dispute.Customer's failure to provide Granicus with notice of any disputed invoiced amount(s)
shall be deemed to be Customer's acceptance of the content of such invoice.
4.3. Price Increases. Upon each yearly anniversary of the beginning of the Initial Term during the term of this
Agreement,the Granicus Product and Services fees shall automatically increase from the previous term's fees
by ten(10) percent per year.
S. Representations,Warranties and Disclaimers
5.1. Representations. Each Party represents that it has validly entered into this Agreement and has the legal power
to do so.
5.2. Warranties.Granicus warrants that it takes all precautions that are standard in the industry to increase the
likelihood of a successful performance for the Granicus Products and Services; however,the Granicus Products
and Services are provided"AS IS"and as available.
5.3. Disclaimers. EACH PARTY HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE
WHATSOEVER WHETHER ORAL AND WRITTEN, EXPRESS OR IMPLIED, INCLUDING,WITHOUT LIMITATION,THE
IMPLIED WARRANTIES OF MERCHANTABILITY,TITLE,NON-INFRINGEMENT,AND FITNESS FOR A PARTICULAR
PURPOSE. GRANICUS DOES NOT WARRANT THAT GRANICUS PRODUCTS AND SERVICES WILL MEET
CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.
6. Confidential information
6.1. Confidential Information. It is expected that either Party(disclosing Party) may disclose to the other Party
(receiving Party)certain information which may be considered confidential and/or trade secret information
("Confidential Information").Confidential Information shall include:(i)Granicus'Products and Services,(ii) non-
public information if it is clearly and conspicuously marked as"confidential"or with a similar designation at the
time of disclosure;(iii) non-public information of the disclosing Party if it is identified as confidential and/or
proprietary before,during,or promptly after presentation or communication and (iv)any information that
should be reasonably understood to be confidential or proprietary to the receiving Party,given the nature of
the information and the context in which disclosed.
6.2. Exceptions.Confidential Information shall not include information which:(1) is or becomes public knowledge
through no fault of the receiving Party; (ii)was in the receiving Party's possession before receipt from the
disclosing Party;(iii)is rightfully receiving by the receiving party from a third party without any duty of
confidentiality;(iv) is disclosed by the disclosing Party without a duty of confidentiality on the third party;(v)is
independently developed by the receiving Party without use or reference to the disclosing Party's Confidential
Information;or(vi) is disclosed with the prior written approval of the disclosing Party.
Confidential Information of disclosing Party may be disclosed in response to a valid court order or other legal
process,only to the extent required by such order or process and, if allowed by law,only after the recipient has
given the owner written notice of such court order or other legal process promptly and the opportunity for the
owner to seek a protective order or confidential treatment of such Confidential Information.
6.3. Storage and Sending.In the event that Granicus Products and Services will be used to store and/or send
Confidential Information,Granicus must be notified in writing,in advance of the storage or sending.Should
Customer provide such notice,Customer must ensure that that Confidential Information or sensitive
information is stored behind a secure interface and that Granicus Products and Services be used only to notify
people of updates to the information that can be accessed after authentication against a secure interface
managed by Customer. Customer is ultimately accountable for the security and privacy of data held by Granicus
on its behalf.
6.4. Return of Confidential Information. Upon request of the disclosing Party,termination,or expiration of this
Agreement,the receiving Party shall,to the extent commercially practicable,destroy the disclosing Party's
Confidential Information and,at the disclosing Party's request,certify the same.
7. Term and Termination
7.1. Agreement Term.The term of this Agreement shall be for a period of three(3)years,commencing on June 3,
2018,through and including June 2,2021, unless otherwise terminated as provided in this Section 7("Initial
Term").This Agreement may be extended for two (2)additional consecutive twelve(12) month periods upon
written approval of both parties no later than thirty(30)days prior to the first day of the next twelve (12)
month extension period.
7.2. The Director of Internal Services/Chief Information Officer or his or her designee is authorized to execute such
written approval on behalf of Customer. Each Order,SOW or Exhibit will specify an Order Term for the Granicus
Products and Services provided under the respective Order,SOW or Exhibit. In any case,the Order Term shall
not exceed the term of this agreement as defined in section 7.1. Customer's right to access or use the Granicus
Products and Services will cease at the end of the Agreement Term; provided, however,that Customer's right
to access or use a particular Granicus product or service will cease or at the end of a shorter Order Term that
may be identified for a particular service or product within each Order,SOW or Exhibit, unless any Order Term
is earlier terminated by a superseding Order,SOW,or Exhibit.
7.3. Termination.This Agreement may be terminated as follows:
7.3.1. Non-Allocation of Funds.The terms of this Agreement,and the products and services to be provided
thereunder,are contingent on the approval of funds by the appropriating government agency.Should
sufficient funds not be allocated,the services provided may be modified,or this Agreement terminated,
at any time, by giving Granicus thirty(30)days advance written notice.
7.3.2. Breach of Contract.The County may immediately suspend or terminate this Agreement in whole or in
part,where in the determination of the County there is:
(a) An illegal or improper use of funds;
(b) A failure to comply with any terms of this Agreement;
(c) A substantially incorrect or incomplete report submitted to the County;
(d) Improperly performed services.
7.3.3. In no event shall any payment by the County constitute a waiver by the County of any breach of this
Agreement or any default which may then exist on the part of Granicus. Neither shall such payment
impair or prejudice any remedy available to the County with respect to the breach or default.
7.3.4. Without Cause. Under circumstances other than those set forth above,this Agreement may be
terminated by County upon the giving of ninety(90)days advance written notice of an intention to
terminate to Granicus.
7.4. Effect of Termination. If this Agreement is terminated, all outstanding Orders,SOWs or Exhibits shall
immediately terminate as of the Agreement termination date.
7.5. Rights and Obligations After Termination. In the event of expiration or termination of this Agreement,
Customer shall immediately pay to Granicus all Fees due to Granicus through the date of expiration or
termination. Upon any expiration or termination of this Agreement,and unless otherwise expressly provided in
an exhibit to this Agreement:
(a) County's right to access or use the Granicus Products and Services terminates and Granicus has no further
obligation to provide any services;
(b) County has the right to keep any purchased hardware, provided that County removes and/or uninstalls any
Granicus Products and Services on such hardware. However, if County has received hardware as part of a
Granicus Open Platform Suite solution ("Open Platform Hardware"),COUNTY understands that upon
termination of this Agreement,County shall immediately return the Open Platform Hardware to Granicus.
The Open Platform Hardware must be returned within fifteen (15)days of termination,and must be in
substantially the same condition as when originally shipped, subject only to normal wear and tear;and
(c) County shall immediately return the Granicus Products and Services and all copies thereof to Granicus,and
within thirty(30)days of termination,County shall deliver a written certification to Granicus certifying that
it no longer has custody of any copies of the Granicus Products and Services.
7.6. Survival.All rights granted hereunder shall terminate on the termination or expiration date of this Agreement.
The provisions of this Agreement with respect to warranties, liability, and confidentiality shall survive
termination of this Agreement and continue in full force and effect.
8. Limitation of Liability
8.1. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL GRANICUS BE
LIABLE FOR ANY SPECIAL, INDIRECT,PUNITVE,INCIDENTAL,OR CONSEQUENTIAL DAMAGES,WHETHER AN
ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, GRANICUS SHALL NOT BE LIABLE FOR: (A) ERROR
OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF CUSTOMER DATA; (B)COST OF
PROCUREMENT OF SUBSTITUTE GOODS,SERVICES OR TECHNOLOGY; (C) LOSS OF BUSINESS; (D) DAMAGES
ARISING OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES,SOFTWARE,CONTENT,OR RELATED
TECHNICAL SUPPORT;OR(E) FOR ANY MATTER BEYOND GRANICUS' REASONABLE CONTROL, EVEN IF GRANICUS
HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES OR DAMAGES.
8.2. LIMITATION OF LIABILITY. IN NO INSTANCE SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY FOR DIRECT
DAMAGES UNDER THIS AGREEMENT(WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES
PAID BY CUSTOMER FOR THE GRANICUS PRODUCTS AND SERVICES DURING THE SIX(6) MONTHS IMMEDIATELY
PRECEEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR
DIRECT DAMAGES. NEITHER PARTY MAY INSTITUTE AN ACTION IN ANY FORM ARISING OUT OF NOR IN
CONNECTION WITH THIS AGREEMENT MORE THAN TWO (2)YEARS AFTER THE CAUSE OF ACTION HAS ARISEN.
THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 4 ABOVE.
9. Indemnification
9.1. Indemnification by Granicus.Granicus will defend Customer from and against all losses, liabilities,damages
and expenses arising from any claim or suit by a third party unaffiliated with either Party to this Agreement
("Claim")and shall pay all losses,damages, liabilities,settlements,judgments,awards, interest,civil penalties,
and reasonable expenses(collectively, "Losses,"and including without limitation costs and fees of litigation),to
the extent arising out of any Claims by any third party that Granicus Products and Services infringe a valid U.S.
copyright or U.S. patent issued as of the date of the applicable Order,SOW or Exhibit. In the event of such a
Claim, if Granicus determines that an affected Order,SOW or Exhibit is likely, or if the product or service is
determined in a final, non-appealable judgment by a court of competent jurisdiction,to infringe a valid U.S.
copyright or U.S. patent issued as of the date of the applicable Order,SOW or Exhibit,Granicus will, in its
discretion: (a) replace the affected Granicus Products and Services;(b) modify the affected Granicus Products
and Services to render it non-infringing; or(c)terminate this Agreement or the applicable Order,SOW or
Exhibit with respect to the affected product or service and refund to Customer any prepaid fees for the then-
remaining or unexpired portion of the Subscription Order Term. Notwithstanding the foregoing,Granicus shall
have no obligation to indemnify,defend,or hold Customer harmless from any Claim to the extent it is based
upon: (i)a modification to any product or service by Customer(or by anyone under Customer's direction or
control or using logins or passwords assigned to Customer); (ii)a modification made by Granicus pursuant to
Customer's required instructions or specifications or in reliance on materials or information provided by
Customer;or(iii)Customer's use(or use by anyone under Customer's direction or control or using logins or
passwords assigned to Customer)of any Granicus Products and Services other than in accordance with this
Agreement.This Section 9.1 sets forth Customer's sole and exclusive remedy,and Granicus'entire liability,for
any Claim that the Granicus Products and Services or any other materials provided by Granicus violate or
infringe upon the rights of any third party.
9.2. Indemnification by Customer.Customer shall defend, indemnify,and hold Granicus harmless from and against
any Claims,and shall pay all Losses,to the extent arising out of or related to(a)Customer's(or that of anyone
authorized by Customer or using logins or passwords assigned to Customer) use or modification of any Granicus
Products and Services;(b)any Customer content;or(c) Customer's violation of applicable law.
9.3. Defense.With regard to any Claim subject to indemnification pursuant to this Section 9:(a)the Party seeking
indemnification ("Indemnified Party")shall promptly notify the indemnifying Party upon becoming aware of the
Claim; (b)the indemnifying Party shall,at the election of the Indemnified Party, promptly assume sole defense
and control of such Claim upon becoming aware thereof;and (c)the Indemnified Party shall reasonably
cooperate with the indemnifying Party regarding such Claim. If the Indemnified Party has not elected that the
indemnifying Party shall assume sole defense and control of the Claim,the indemnified Party may reasonably
participate in such defense,at its expense,with counsel of its choice, but shall not settle any such Claim without
the indemnifying Party's prior written consent.The indemnifying Party shall not settle or compromise any Claim
in any manner that imposes any obligations upon the indemnified Party without the prior written consent of
the Indemnified Party.
10. Insurance
10.1. Insurance.Without limiting the County's right to obtain indemnification from Granicus or any third
parties,Granicus, at its sole expense,shall maintain in full force and effect,the following insurance policies or a
program of self-insurance, including but not limited to,an insurance pooling arrangement or Joint Powers
Agreement(JPA)throughout the term of the Agreement.
10.2. Commercial General Liability.Commercial General Liability("CGL") Insurance with limits of no less than
Two Million Dollars($2,000,000 per occurrence and an annual aggregate of Four Million Dollars ($4,000,000).
This policy shall be issued on a per occurrence basis. County may require specific coverages including
completed operations, products liability,contractual liability,fire legal liability or any other liability insurance
deemed necessary because of the nature of this contract.
10.3. Automobile Liability.Automobile Liability Insurance at least as broad as Insurance Services Office, Inc.
("ISO") Form Number CA 00 01 covering any auto(Symbol 1),or if Contractor has no owned autos, hired,
(Symbol 8) and non-owned autos(Symbol 9),with limit no less than$1,000,000 per accident for bodily injury
and property damage. Coverage shall include owned, non-owned and hired vehicles used in connection with
this Agreement.
10.4. Technology Professional Liability(Errors and Omissions). Technology Professional Liability(Errors and
Omissions)with limits not less than$2,000,000 per claim,$2,000,000 aggregate. Coverage shall be sufficiently
broad to respond to the duties and obligations as is undertaken by Granicus in this agreement and shall include
but not be limited to,claims involving infringement of intellectual property, including but not limited to
infringement of copyright,trademark,trade dress, invasion of privacy violations,information theft,damage to
or destruction of electronic information, release of private information,alteration of electronic information,
extortion and network security. The policy shall provide coverage for breach response costs as well as
regulatory fines and penalties as well as credit monitoring expenses subject to policy limits.
10.5. Worker's Compensation.A policy of Worker's Compensation insurance as may be required by the
California Labor Code,with statutory limits,and Employer's Liability Insurance with limit of no less than
$1,000,000 per accident for bodily injury or disease.
10.6. This insurance shall not be cancelled or changed without a minimum of thirty(30)days advance written
notice given to County. If the contractor maintains broader coverage and/or higher limits than the minimums
shown above,the Entity requires and shall be entitled to the broader coverage and/or the higher limits
maintained by the contractor.Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the Entity.
10.7. All of the insurance policies required above are to contain,or be endorsed to contain,the following
provisions:
10.7.1. Additional Insured Status.The County, its officers,officials,employees, and volunteers are to be
covered as additional insureds on the commercial general liability policy with respect to liability arising out
of work or operations performed by or on behalf of Granicus including materials, parts,or equipment
furnished in connection with such work or operations.Commercial general liability coverage can be
provided in the form of an endorsement to the Contractor's insurance(at least as broad as ISO Form CG 20
10 1185 or if not available,through the addition of both CG 2010,CG 20 26,CG 20 33,or CG 20 38;and
CG 20 37 if a later edition is used).
10.7.2. Primary Coverage. For any claims related to this contract,Granicus' insurance coverage shall be primary
coverage at least as broad as ISO CG 20 010413 as respects the County, its officers,officials,employees,
and volunteers.Any insurance or self-insurance maintained by the County,its officers,officials,employees,
or volunteers shall be excess of Granicus' insurance and shall not contribute with it.
10.7.3. Notice of Cancellation. Each insurance policy required above shall provide that coverage shall not be
canceled,except with notice to the County.
10.7.4. Waiver of Subrogation.Granicus hereby grants to County a waiver of any right to subrogation which any
insurer of Granicus may acquire against County by virtue of the payment of any loss under such insurance.
Granicus agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation,but
this provision applies regardless of whether or not County has received a waiver of subrogation
endorsement from the insurer.
10.7.5. Self-Insured Retentions.Self-insured retentions must be declared to and approved by the County.The
County may require Granicus to purchase coverage with a lower retention or provide proof of ability to
pay losses and related investigations,claim administration,and defense expenses within the retention.
The policy language shall provide,or be endorsed to provide,that the self-insured retention may be
satisfied by either the named insured or Entity.
10.7.6. Acceptability of Insurers.Insurance is to be placed with insurers authorized to conduct business in
California with a current A.M. Best's rating of no less than A:VII,unless otherwise acceptable to the Entity.
10.7.7. Claims Made Policies. If any of the required policies provide claims-made coverage:
10.7.7.1. The Retroactive Date must be shown,and must be before the date of the contract or the
beginning of contract work.
10.7.7.2. Insurance must be maintained and evidence of insurance must be provided for at least five(5)
years after completion of the contract of work.
10.7.7.3. If coverage is canceled or non-renewed,and not replaced with another claims-made policy
form with a Retroactive Date prior to the contract effective date,Granicus must purchase"extended
reporting"coverage for a minimum of five(5)years after completion of work.
10.7.8. Verification of Coverage.Granicus shall furnish to the County Internal Services Department,333 West
Pontiac Way,Clovis, California 93612,Certificates of Insurance and endorsements before work begins.
However,failure to obtain the required documents prior to the work beginning shall not waive the
Granicus' obligation to provide them. County reserves the right to require complete,certified copies of all
required insurance policies, including endorsements required by these specifications,at anytime.
10.7.9. Special Risks or Circumstances.Subject to section 11.4 of this agreement,County reserves the right to
modify these requirements,including limits, based on the nature of the risk, prior experience, insurer,
coverage,or other special circumstances.
10.8. In the event Granicus fails to keep in effect at all times insurance coverage as herein provided,the
County may, in addition to other remedies it may have,suspend or terminate this Agreement upon the
occurrence of such event.
11. General
11.1. Relationship of the Parties.Granicus and Customer acknowledge that they operate independent of
each other. Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership,
agency,or employee/employer relationship between the Parties for any purpose, including, but not limited to,
taxes or employee benefits. Each Party will be solely responsible for the payment of all taxes and insurance for
its employees and business operations.
11.2. Subcontractors.Granicus agrees that it shall be responsible for all acts and omissions of its permitted
subcontractors (as provided in section 11.6)to the same extent Granicus would be responsible if committed
directly by Granicus.
11.3. Headings.The various section headings of this Agreement are inserted only for convenience of
reference and are not intended,nor shall they be construed to modify,define, limit,or expand the intent of the
Parties.
11.4. Amendments.This Agreement may not be amended or modified except by a written instrument signed
by authorized representatives of both Parties. Notwithstanding the foregoing,Granicus retains the right to
revise the policies referenced herein at any time,so long as the revisions are reasonable and consistent with
industry practices, legal requirements,and the requirements of any third-party suppliers.
11.5. Severability.To the extent permitted by applicable law,the parties hereby waive any provision of law
that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event
that a provision of this Agreement is held to be invalid or otherwise unenforceable,such provision will be
interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law,and the
remaining provisions of this Agreement will continue in full force and effect.
11.6. Assignment.Notwithstanding any other provision ofthis agreement, neither Party may assign,delegate,
or otherwise transfer this Agreement or any of its rights or obligations hereunder,either voluntarily or by
operation of law,without the prior written consent of the other Party(such consent not to be unreasonably
withheld); provided, however,that either Party may assign this Agreement without the other Party's consent in
the event of any successor or assign that has acquired all,or substantially all,of the assigning Party's business
by means of merger,stock purchase,asset purchase,or otherwise.Any assignment or attempted assignment in
violation of this Agreement shall be null and void.
11.7. No Third-Party Beneficiaries.Subject to Section 11.6,this Agreement is binding upon, and insures solely
to the benefit of the Parties hereto and their respective permitted successors and assigns;there are no third-
party beneficiaries to this Agreement.
11.8. Audits and Inspections.Granicus shall at any time during business hours,and as often as the County
may deem necessary, make available to the County for examination all of its records and data with respect to
the matters covered by this Agreement.Granicus shall,upon request by the County, permit the County to audit
and inspect all of such records and data necessary to ensure Granicus'compliance with the terms of this
Agreement. If this Agreement exceeds ten thousand dollars ($10,000.00),Granicus shall subject to the
examination and audit of the Auditor General for a period of three(3)years after final payment under contract
(Government Code Section 8546.7).
11.9. Public Records Act. If the County receives a request under the California Public Records Act(California
Government Code,Title 1, Division 7,Chapter 3.5, beginning with section 6250) ("CPRA")or a similar law to
disclose any document that is in Granicus' possession but which the county may review, request,or obtain from
Granicus under section 11.8 of this agreement,then County will promptly notify Granicus and request the
responsive documents that may be in the possession of Granicus.The notification shall be in writing,which may
include but is not limited to email addressed to the appropriate key person or persons. Upon receiving that
notification,Granicus has five business days in which to provide responsive documents, use the procedure
provided in section 11.9.1 of this agreement,or both. Granicus shall promptly inform County if Granicus
believes that five business days are not sufficient time in which to respond.Granicus shall indemnify County for
any award of costs or attorney's fees under the CPRA that results from Granicus'use of the procedure provided
in section 11.9.1 of this agreement.
11.9.1. If County for any reason requests any records,data,or documents from Granicus and Granicus believes
that the responsive documents contain trade secrets, proprietary information,or other information that is
subject to legal privilege or separate legally-enforceable obligation of Granicus to withhold,then Granicus
may do the following:
11.9.1.1. Granicus may redact the records or data before providing them, if that is practicable,or
withhold the records or data if redaction is not practicable.
11.9.1.2. If Granicus redacts or withholds any documents, it shall provide a privilege log describing what
has been redacted or withheld and identifying the legal privilege or legally-enforceable obligation
that is the reason for the redaction or withholding.
11.9.1.3. If Granicus requests documents because of a CPRA request and Granicus redacts or withholds
any documents,Granicus shall also identify the specific provision of the CPRA(by citation to the
California Government Code)which Granicus believes would authorize County to redact or withhold
the documents requested.
11.10. Notice.The persons and their addresses having authority to give and receive notices under this
Agreement include the following:
COUNTY OF FRESNO CONTRACTOR
Internal Services Department Granicus
Robert W. Bash Mark Hynes
Director of Internal Services/ Chief Executive Officer
Chief Information Officer 408 Saint Peter Street,Suite 600
333 W. Pontiac Way Saint Paul, MN 55102
Clovis,CA 93612
11.10.1. Method of Delivery.All notices between County and Granicus provided for or permitted under
this agreement must be in writing and delivered either by personal service, by first-class United States
mail, by an overnight commercial courier service,or by telephonic facsimile transmission.
11.10.1.1. A notice delivered by personal service is effective upon service to the recipient.
11.10.1.2. A notice delivered by first-class United States mail is effective three County business days after
deposit in the United States mail, postage prepaid,addressed to the recipient.
11.10.1.3. A notice delivered by an overnight commercial courier service is effective on the County
business day after deposit with the overnight commercial courier service,delivery fees prepaid,with
delivery instructions given for next day delivery,addressed to the recipient.
11.10.1.4. A notice delivered by telephonic facsimile is effective when transmission to the recipient is
completed (but, if such transmission is completed outside of County business hours,then such
delivery shall be deemed to be effective at the next beginning of a County business day), provided
that the sender maintains a machine record of the completed transmission.
11.10.2. Claims Presentation. For all claims arising from or related to this agreement, nothing in this
agreement establishes,waives,or modifies any claims presentation requirements or procedures provided
by law, including but not limited to the Government Claims Act(Division 3.6 of Title 1 of the Government
Code, beginning with section 810).
11.11. Force Majeure. Neither Party shall be in breach of this Agreement solely due to breach caused by
circumstances beyond the control and without the fault or negligence of the Party failing to perform.Such
causes include but are not limited to acts of God,wars,fires,floods,government regulations,shortage or
supplies,acts of terrorism,or strikes.
11.12. Choice of Law and Jurisdiction.Venue for any action arising out of or related to this Agreement shall
only be in Fresno County,California.The rights and obligations of the parties and all interpretation and
performance of this Agreement shall be governed in all respects by the laws of the State of California.
11.13. Disclosure of Self-Dealing Transactions.This provision is only applicable if Granicus is operating as a
corporation(a for-profit or non-profit corporation)or if during the term of the agreement,Granicus changes its
status to operate as a corporation. Members of Granicus' Board of Directors shall disclose any self-dealing
transactions that they are a party to while Granicus is providing goods or performing services under this
agreement.A self-dealing transaction shall mean a transaction to which Granicus is a party and in which one or
more of its directors has a material financial interest. Members of the Board of Directors shall disclose any self-
dealing transactions that they are a party to by completing and signing a Self-Dealing Transaction Disclosure
Form,attached hereto as Exhibit A and incorporated herein by reference,and submitting it to the COUNTY
prior to commencing with the self-dealing transaction or immediately thereafter.
11.14. Headings.The headings and section titles in this Agreement are for convenience only and are not part of
this agreement.
11.15. Severability. If anything in this Agreement is found by a court of competent jurisdiction to be unlawful
or otherwise unenforceable,the balance of this agreement remains in effect.
11.16. No Waiver. Payment,change,waiver,or discharge of any liability or obligation of Granicus under this
Agreement on any one or more occasions is not a waiver of performance of any continuing or other obligation
and does not prohibit enforcement by the County of any obligation on any other occasion.
11.17. Entire Agreement.This Agreement,together with Exhibits A and B,sets forth the entire understanding
of the Parties with respect to the subject matter of this Agreement,and supersedes any and all prior oral and
written understandings,quotations,communications,and agreements.Granicus and Customer agree that
Exhibit A and B are incorporated herein by this reference. In the event of possible conflict or inconsistency
between such documents,the conflict or inconsistency shall be resolved by giving precedence in the following
order:(1)the terms of this Agreement, not including Exhibits A and B;(2) Exhibits A and B. If Customer later
issues any SOWs or Orders that are duly authorized by Customer,such later SOWS and Orders are subject to the
terms and conditions of this Agreement as provided above.
11.18. Injunctive Relief.Granicus is entitled to obtain injunctive relief if Customer's use of Granicus Products
and Services is in violation of any restrictions set forth in this Agreement.
11.19. Counterparts.This Agreement may be signed in counterparts,each of which is an original,and all of
which together constitute this agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first hereinabove written.
CONTRACTOR COUNTY OF FRESNO
—�� - ( f
(Authorized Signature) Sal Qu' ter hai erson of the Board of
Super or o County of Fresno
Dawn Kubat, VP of Legal
Print Name & Title
408 Saint Peter St, Ste 600
Saint Paul, MN 55102
Mailing Address ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
By. _ Sl` 1 ' <Y1
Deputy
FOR ACCOUNTING USE ONLY:
ORG No.: 1020
Account No.: 7309
Requisition No.: 8905180718
Exhibit A - 14 6T h?Q l_lc. k Q LC
SELF-DEAIJNG TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as "County"), members of a
contractor's board of directors (hereinafter referred to as "County Contractor"), must disclose any self-dealing
transactions that they are a party to while providing goods, performing services, or both for the County. A self-
dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in which one or more
of its directors has a material financial interest"
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member's name, job title (if applicable), and date this disclosure is being made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a
minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction; and
b. The nature of the material financial interest in the Corporation's transaction that the board
member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of
the Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing transaction described
in Sections (3) and (4).
(1) Company Board Member Information:
Name: �AbT A PQ L1 CA E L E Date:
Job
Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations
Code 5233 (a):
(5)Authorized Signature
Signature: Date:
i
Exhibit B
Procurement Vehicle: Direct
:7 G _R AN I CIJ S In Support of: Fresno County County CA
GG(
Quote Number: Q-22671 Granicus Contact:
Quote Prepared On: 3/27/2018 Name: Josh Hurni
Quote Valid Through: 6/30/2018 Phone: +1 7182080144
Payment Terms: Net 45 Email:joshua.hurni@granicus.com
Start Date: 6/3/2018
End Date: 6/2/2019
Product Name Product Description Invoice Quantity Annual
Schedule Total
Government Government Transparency are the live in-meeting Annual 1 Each $6,930.00
Transparency functions. Streaming of an event, pushing of
Suite documents, indexing of event, creation of minutes.
Legistar Legistar is a Software-as-a-Service (SaaS) Annual 1 Each $25,740.00
solution that enables government organizations
to automate the entire Legislative process of
the clerk's office. By leveraging Legistar, the
client will be able to easily manage the entire
legislative process from drafting files, through
assignment to various departments, to final
approval. Legistar includes:
• Unlimited user accounts
• Unlimited meeting bodies and meeting types
• Unlimited data storage and retention
• Configuration services for one meeting body
\type
• One Legistar database
• One InSite web portal
• Design services for one agenda report template
• Design services for one minute's report
template
Outside-of- Out-of-Scope monthly services Annual 1 Each $330.00
Scope Line
Item - Monthly
Performance Performance Accelerator Suite provides the ability Annual 1 Each $5,610.00
Accelerator to utilize the performance accelerator within
Suite a network. Requires Performance Accelerator or
Virtual Performance Accelerator to distribute
video/indexing/documents within a local network.
This distribution is utilized to eliminate
the bandwidth impact local viewers would have
accessing data from the Granicus Data Center.
Granicus Granicus Encoding Appliance Software (GT) This Annual 1 Each $1,320.00
Encoding includes the LiveManager Software solution where
Appliance webcasts are started/stopped, agendas amended
Software (GT) and indexed, votes and attendance recorded, and
minutes created.
Q-22671 :3/27/2018
Page 1 of 3
Exhibit B
Procurement Vehicle: Direct
G _R AN I C "U S In Support of: Fresno County County CA
Product Name Product Description Invoice Quantity Annual
Schedule Total
Meeting Meeting Efficiency is a hybrid Software-as-a- Annual 1 Each $19,668.00
Efficiency Service (SaaS) and Hardware-as-a-Service (HaaS)
Suite solution that enables government organizations
to simplify the in-meeting management and post-
meeting minutes creation processes of the clerk's
office. By leveraging this solution, the client
will be able to streamline meeting data capture
and minutes production, reducing staff efforts and
decreasing time to get minutes published. During
a meeting, record roll calls, motions, votes,
notes, and speakers, all indexed with video.
Use the index points to quickly edit minutes,
templates to format in Microsoft Word or HTML, and
publish online with the click of a button. Meeting
Efficiency includes:
• Unlimited user accounts
• Unlimited meeting bodies
• Unlimited storage of minutes documents
• Access to one Granicus platform site
• Access to the LiveManager software application
for recording information during meetings
• Access to the Word Add-in software component
for minutes formatting in MS Word if desired
• One MS Word or HTML minutes template
(additional templates can be purchased if
needed)
Open Platform Open Platform is access to MediaManager, upload of Annual 1 Each $4,936.80
Suite archives, ability to post agendas/documents, and
index of archives. These are able to be published
and accessible through a searchable viewpage.
Legistar Annual 1 Each $1,320.00
InSite Upgrade
TOTAL $65,854.80
FUTURE YEAR PRICING
Product Name 06/03/19 to 06/02120 06/03120 to 06102/21 06/03/21 to 06/02/22 06/03/22 to 06/02123
Government Transparency Suite $7,623.00 $8,385.30 $9,223.83 $10,146.21
Legistar $28,314.00 $31,145.40 $34,259.94 $37,685.93
Outside-of-Scope Line Item-Monthly $363.00 $399.30 $439.23 $483.15
Performance Accelerator Suite $6,171.00 $6,788.10 $7,466.91 $8,213.60
Granicus Encoding Appliance Software(GT) $1,452.00 $1,597.20 $1,756.92 $1,932.61
Meeting Efficiency Suite $21,634.80 $23,798.28 $26,178.11 $28,795.92
Open Platform Suite $5,430.48 $5,973.53 $6,570.88 $7,227.97
Legistar InSite Upgrade $1,452.00 $1,597.20 $1,756.92 $1,932.61
TOTAL: $72,440.28 $79,684.31 $87,652.74 $96,418.01
Q-22671 : 3/27/2018
Page 2 of 3
Exhibit B
Procurement Vehicle: Direct
G R A N I CU S In Support of: Fresno County County CA
TERMS CONDITIONS
• Payment terms: net 45
•Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the
subscription.
•This quote is exclusive of applicable state, local, and federal taxes,which, if any, will be included in the invoice. It is
the responsibility of Fresno County County CA to provide applicable exemption certificate(s).
• If submitting a Purchase Order instead of signing the quote, please include the following language:All pricing,terms
and conditions of quote Q-22671 are incorporated into this Purchase Order by reference.
AGREEMENT AND ACCEPTAN-C-E
Fresno County County CA Billing Information
Signature: Name:
Name: Phone:
Title: Email:
Date: Address:
Q-22671 : 3/27/2018
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