HomeMy WebLinkAboutAgreement A-23-456 with Granicus LLC.pdf Agreement No. 23-456
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated September 5, 2023 and is between
3 Granicus, LLC, a Minnesota limited liability company ("Contractor"), and the County of Fresno, a
4 political subdivision of the State of California ("County").
5 Recitals
6 A. The County has a need for maintenance and support services for Board of Supervisors
7 agenda management, product creation, and publication software by Contractor.
8 B. The Contractor is the current contractor providing these maintenance and support
9 services which includes extension customization for the County's needs.
10 C. The County desires to engage Contractor, through a suspension of competition, for
11 maintenance and support services for Board of Supervisors agenda management, product
12 creation, and publication software, pursuant to the terms and conditions of this Agreement.
13 The Parties therefore agree as follows:
14 Article 1
15 Contractor's Services
16 1.1 Scope of Services. The Contractor shall perform all of the services provided in
17 Exhibit A to this Agreement.
18 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
19 able to perform all of the services provided in this Agreement.
20 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
21 applicable federal, state, and local laws and regulations in the performance of its obligations
22 under this Agreement, including but not limited to workers compensation, labor, and
23 confidentiality laws and regulations.
24 1.4 License Term. The term of the Software license (as defined in Exhibit A) is
25 perpetual. However, the County shall be entitled to Software updates, upgrades,
26 enhancements, new versions, bug fixes, other improvements to the Software, as and when
27 released by the Contractor to Contractor's customers, and access to the Software, and to
28 technical assistance relating to the Software, for the Term described in this Agreement.
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1 Contractor hereby grants to County, at no additional cost, a royalty-free, perpetual non-
2 transferable license to use the Contractor's Products and Services (as defined in Exhibit A) in
3 object code only for County's internal business purposes (and not to process the data of any
4 other entity or agency, except to the extent the other entity or agency uses the County's public
5 facing site), as well as to support the number of County databases and the number of named
6 users of the Contractor.
7 1.5 Patent Indemnity. In the event of a claim of alleged infringement of patent rights,
8 copyright, trade secret rights, or intellectual property rights, to the fullest extent permitted by law,
9 the Contractor agrees to and shall indemnify, save, hold harmless, and at County's request,
10 defend County (including its officers, officials, agents, employees and volunteers) from and
11 against any and all demands, costs and expenses, penalties, attorney's fees and court costs,
12 damages of any nature whatsoever (including, without limitation, injury or damage to or loss or
13 destruction of property),judgments (including, without limitation, amounts paid in settlement and
14 amounts paid to discharge judgments), liabilities, claims and losses, suits, actions or
15 proceedings of every name, kind and description occurring or resulting to County, out of or in
16 connection with any claim that is based on the infringement (or assertions of infringement) of
17 any of patent rights, copyright, trade secret rights, or intellectual property rights with respect to
18 the Contractor Products and/or Services, including, but not limited to, their materials, designs,
19 techniques, processes and information supplied or used by the Contractor performing or
20 providing any portion of the Contractor Products and/or Services. If, in any suit, action,
21 proceeding or claim relating to the foregoing, a temporary restraining order or preliminary
22 injunction is granted, the Contractor shall make every reasonable effort to secure the
23 suspension of the injunction or restraining order. If, in any such suit, action proceeding or claim,
24 the Contractor Products and/or Services or any part, combination or process thereof, is held to
25 constitute an infringement and its use is enjoined, the Contractor shall, at its own cost and
26 without impairing performance requirements of the Contractor Products and/or Services,
27 immediately (a) pay the reasonable direct out-of-pocket costs and expenses to secure for the
28 County a license, at no cost to the County, to use such infringing work, replace the infringing
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1 work or modify the same so that it becomes non-infringing, and (b) make every reasonable
2 effort to secure for the County a license, at no cost to County, authorizing County's continued
3 use of the infringing work. If the Contractor is unable to secure such license within a reasonable
4 time, the Contractor, at its own cost and without impairing performance requirements of the
5 Contractor Products and/or Services, shall either replace the affected Contractor Products
6 and/or Services, or part, combination or process thereof, with non-infringing components or
7 parts or modify the same so that they become non-infringing. This section survives the
8 termination of this Agreement.
9 1.6 Coordination of Work. Contractor shall coordinate all work with County to minimize
10 any interruptions to the normal operation of County operations, through the appointee as
11 identified in Section 1 of Article 2 of this Agreement.
12 1.7 Infringement. Contractor further represents and warrants that it has the right to
13 grant the licenses granted to County hereunder and that the services provided under this
14 Agreement do not infringe upon or violate the United States patent of rights of any third party
15 and do not infringe upon or violate the copyright, or trade secret right of any third party. This
16 Section survives the termination of this agreement.
17 1.8 Viruses & Disabling Mechanisms. Contractor shall use commercially reasonable,
18 diligent measures to screen the licensed programs provided under this Agreement to avoid
19 introducing, or coding of, any virus or other destructive programming designed to permit
20 unauthorized access or use by third parties to the software installed on County's systems (as
21 defined in Exhibit A), or to disable or damage the County's systems (each, a "Virus"). Without
22 limiting the rights and remedies of the County, in the event any Virus is introduced into the
23 County's systems through any of the licensed programs provided under this Agreement,
24 whether or not such introduction is attributable to the Contractor (including the Contractor's
25 failure to perform its obligations under this Agreement), the Contractor shall, as soon as
26 practicable, use its diligent, commercially reasonable efforts to assist the County in eliminating
27 the effects of the Virus, and if the Virus causes a loss of operational efficiency or loss of data,
28 and upon the County's request, Contractor will, diligently work as soon as practicable to contain
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1 and remedy the problem and to restore lost data resulting from the introduction of such Virus.
2 Contractor shall not insert into any of the licensed programs provided in this Agreement any
3 code or other device that would have the effect of disabling or otherwise shutting down all or
4 any portion of the licensed programs. Contractor shall not invoke such code or other device at
5 any time, including upon expiration or termination of this Agreement for any reason. This
6 section survives the termination of this Agreement.
7 1.9 ADA Compliance. Contractor's Products and Services shall be in Compliance with
8 the Americans with Disabilities Act of 1990 (ADA) shall be the sole responsibility of the
9 Contractor. Contractor shall indemnify, defend, and hold County (including its officers, agents,
10 employees, and volunteers) harmless from liability of any nature or kind, including damages,
11 costs and expenses (including attorney's fees and costs) arising from the Contractor's non-
12 compliance therewith, including compliance with ADA Section 508 of the Rehabilitation Act of
13 1973. This section survives the termination of this Agreement.
14 1.10 Warranties. Contractor warrants that it takes all precautions that are standard in the
15 industry to increase the likelihood of a successful performance for the Contractor Products and
16 Services; however, the Contractor Products and Services are provided "AS IS" and as available.
17 EXCEPT AS PROVIDED ABOVE, EACH PARTY HEREBY DISCLAIMS ANY AND ALL OTHER
18 WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ORAL AND WRITTEN,
19 EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES
20 OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR
21 PURPOSE. CONTRACTOR DOES NOT WARRANT THAT CONTRACTOR PRODUCTS AND
22 SERVICES WILL MEET COUNTY'S REQUIREMENTS OR THAT THE OPERATION
23 THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.
24 Article 2
25 County's Responsibilities
26 2.1 County Contractor Administrator. The County appoints the Director of Internal
27 Services/Chief Information Officer ("CIO"), or his or her designee, as the County's Contract
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1 Administrator with full authority to deal with the Contractor in all matters concerning this
2 Agreement.
3 2.2 Notice to Proceed. County shall issue a Notice to Proceed for each Order or SOW,
4 (as defined in Exhibit A) for which County may desire, and shall issue any subsequent Change
5 Requests, which County may desire, for each Order or SOW, as applicable.
6 2.3 Written Acceptance. County shall provide a Written Acceptance of all Orders or
7 SOW's, upon the County's determination that the Contractor has fully performed under the
8 Order or SOW, at the end of an Order or SOW, as applicable.
9 2.4 Contractor Access. The County will ensure that Contractor's consultants have
10 access to County's network and systems as required during County's normal business hours,
11 which is 8AM to 5PM Monday through Friday, except for County holidays or when the Office of
12 the Clerk of the Board of Supervisors is officially closed to the public.
13 Article 3
14 Compensation, Invoices, and Payments
15 3.1 Compensation. The County agrees to pay, and Contractor agrees to receive,
16 compensation for the performance of its services under this Agreement as described in Exhibit
17 B to this Agreement.
18 3.2 Maximum Compensation. Pursuant to Article 4 of this Agreement, the term of this
19 Agreement for a one-year term, with four, optional 12-month extension periods. The total
20 maximum compensation payable to Contractor during the initial term of this Agreement is
21 $293,375.89. If this Agreement is extended for the first additional year as provided in Article 4,
22 below, the total maximum compensation payable to Contractor will increase to $439,371.53. If
23 this Agreement is extended for the second additional year as provided in Article 4, below, the
24 total maximum compensation payable to Contractor will increase to $595,586.88. If this
25 Agreement is extended for the third additional year as provided in Article 4, below, the total
26 maximum compensation payable to Contractor will increase to $762,737.27. If this Agreement is
27 extended for the fourth additional year as provided in Article 4, below, the total maximum
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1 compensation payable to Contractor for Contractor Products and Services will increase to
2 $942,000.00.
3 The Contractor acknowledges that the County is a local government entity and does so with
4 notice that the County's powers are limited by the California Constitution and by State law, and
5 with notice that the Contractor may receive compensation under this Agreement only for
6 services performed according to the terms of this Agreement and while this Agreement is in
7 effect, and subject to the maximum amount payable under this section. The Contractor further
8 acknowledges that County employees have no authority to pay the Contractor except as
9 expressly provided in this Agreement.
10 3.3 Contractor Products and Services. The Contractor Products and Services are
11 purchased by County as subscriptions during an Order Term (as defined in Exhibit A) specified
12 in each Order, SOW, or Exhibit. Additional Contractor Products and Services, which may
13 include but is not limited to, licenses, modules, features, may be added, during an Order Term
14 (as described in 3.4 below.), to the System Software as determined necessary by the Contract
15 Administrator.
16 3.4 Annual Fees. Product setup and annual fees (as identified in Exhibit B) are due at
17 the beginning of the Initial Term, then annually at the beginning of any Extended Term or Order
18 Term (as defined in Exhibit A), within forty-five (45) days of receipt of invoice. Exhibit B of this
19 Agreement identifies the list of Products and Services used in this Agreement. Services
20 supporting the Contractor's products, shall be paid annually commencing upon the completion
21 of the implementation of the products, or their being ready for County's use.
22 a. Monthly Fee
23 The "Outside-of-Scope Line Item — Monthly," as identified in Exhibit B. is the monthly service
24 cost for Contractor to provide and support customization of products used by the County in this
25 Agreement.
26 3.5 Ordering Products and Services. The Parties may execute one or more Order or
27 SOW related to the sale and purchase of Contractor's Products and Services. Each Order or
28 SOW will include an itemized list of the Contractor Products and Services as well as the Order
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1 Term for such Contractor Products and Services. Each Order or SOW must, generally, be
2 signed by the Parties. Each Order or SOW shall be governed by this Agreement regardless of
3 any pre-printed legal terms on each Order or SOW, and by this reference is incorporated herein.
4 3.6 Invoices. The Contractor shall submit monthly invoices to the County of Fresno,
5 Internal Services Department, Attention: Business Office, 333 W. Pontiac Way, Clovis, CA
6 93612, sd bus inessofficeaa fresnocountvca.aov. The Contractor shall submit each invoice within
7 60 days after the month in which the Contractor performs services and in any case within 60
8 days after the end of the term or termination of this Agreement.
9 3.7 Payment. The County shall pay each correctly completed and timely submitted invoice
10 within 45 days after receipt. The County shall remit any payment to the Contractor's address
11 specified in the invoice.
12 3.8 Incidental Expenses. The Contractor is solely responsible for all of its costs and
13 expenses that are not specified as payable by the County under this Agreement.
14 Article 4
15 Term of Agreement
16 4.1 Term. This Agreement is effective June 3, 2023 and terminates on June 2, 2024,
17 except as provided in section 4.2, "Extension," or Article 6, "Termination and Suspension,"
18 below.
19 4.2 Extension. The term of this Agreement may be extended for no more than four (4),
20 one-year periods only upon the written approval of both Parties at least 30 days before the first
21 day of the next one-year extension period. The CIO or his or her designee is authorized to sign
22 the written approval on behalf of the County based on the Contractor's satisfactory
23 performance. The extension of this Agreement by the County is not a waiver or compromise of
24 any default or breach of this Agreement by the Contractor existing at the time of the extension
25 whether or not known to the County.
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1 Article 5
2 Notices
3 5.1 Contact Information. The persons and their addresses having authority to give and
4 receive notices provided for or permitted under this Agreement include the following:
5
For the County:
6 Director of Internal Services/Chief Information Officer
County of Fresno
7 333 W. Pontiac Way
Clovis, CA 93612
8 isdcontracts(a)fresnocountyca.gov
9 For the Contractor:
Contracts
10 Granicus, LLC
408 Saint Peter Street, Suite 600
11 Saint Paul, MN 55102
contracts@granicus.com
12 5.2 Change of Contact Information. Either Party may change the information in section
13 5.1 by giving notice as provided in section 5.3.
14 5.3 Method of Delivery. Each notice between the County and the Contractor provided
15 for or permitted under this Agreement must be in writing, state that it is a notice provided under
16 this Agreement, and be delivered either by personal service, by first-class United States mail, by
17 an overnight commercial courier service, by telephonic facsimile transmission, or by Portable
18 Document Format (PDF) document attached to an email.
19 (A) A notice delivered by personal service is effective upon service to the recipient.
20 (B) A notice delivered by first-class United States mail is effective three County
21 business days after deposit in the United States mail, postage prepaid, addressed to the
22 recipient.
23 (C)A notice delivered by an overnight commercial courier service is effective one
24 County business day after deposit with the overnight commercial courier service,
25 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
26 the recipient.
27 (D)A notice delivered by PDF document attached to an email is effective when
28 transmission to the recipient is completed (but, if such transmission is completed outside
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1 of County business hours, then such delivery is deemed to be effective at the next
2 beginning of a County business day), provided that the sender maintains a machine
3 record of the completed transmission.
4 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
5 nothing in this Agreement establishes, waives, or modifies any claims presentation
6 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
7 of Title 1 of the Government Code, beginning with section 810).
8 Article 6
9 Termination and Suspension
10 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
11 contingent on the approval of funds by the appropriating government agency. If sufficient funds
12 are not allocated, then the County, upon at least 30 days' advance written notice to the
13 Contractor, may:
14 (A) Modify the services provided by the Contractor under this Agreement; or
15 (B) Terminate this Agreement.
16 6.2 Termination for Breach.
17 (A) Upon determining that a breach (as defined in paragraph (C) below) has
18 occurred, the County may give written notice of the breach to the Contractor. The written
19 notice may suspend performance under this Agreement, and must provide at least 30
20 days for the Contractor to cure the breach.
21 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
22 time stated in the written notice, the County may terminate this Agreement immediately.
23 (C) For purposes of this section, a breach occurs when, in the determination of the
24 County, the Contractor has:
25 (1) Obtained or used funds illegally or improperly;
26 (2) Failed to comply with any part of this Agreement;
27 (3) Submitted a substantially incorrect or incomplete report to the County; or
28 (4) Improperly performed any of its obligations under this Agreement.
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1 6.3 Termination without Cause. In circumstances other than those set forth above, the
2 County CIO may terminate this Agreement by giving at least 90 days advance written notice to
3 the Contractor.
4 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
5 under this Article 6 is without penalty to or further obligation of the County.
6 6.5 County's Rights upon Termination. Upon termination for breach under this Article
7 6, the County may demand repayment by the Contractor of any monies disbursed to the
8 Contractor under this Agreement that, in the County's sole judgment, were not expended in
9 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
10 demand. This section survives the termination of this Agreement.
11 Article 7
12 Independent Contractor
13 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
14 agents, employees, and volunteers, is at all times acting and performing as an independent
15 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
16 venturer, partner, or associate of the County.
17 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
18 manner or method of the Contractor's performance under this Agreement, but the County may
19 verify that the Contractor is performing according to the terms of this Agreement.
20 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
21 right to employment rights or benefits available to County employees. The Contractor is solely
22 responsible for providing to its own employees all employee benefits required by law. The
23 Contractor shall save the County harmless from all matters relating to the payment of
24 Contractor's employees, including compliance with Social Security withholding and all related
25 regulations.
26 7.4 Services to Others. The Parties acknowledge that, during the term of this
27 Agreement, the Contractor may provide services to others unrelated to the County.
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1 Article 8
2 Indemnity and Defense
3 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
4 County (including its officers, agents, employees, and volunteers) against all claims, demands,
5 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
6 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
7 the performance or failure to perform by the Contractor (or any of its officers, agents,
8 subcontractors, or employees) under this Agreement. The County may conduct or participate in
9 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
10 defend the County.
11 8.2 Limitation of Liability. "NOTWITHSTANDING ANY OTHER PROVISION OF
12 THIS AGREEMENT, IN NO INSTANCE, OTHER THAN WILLFUL MISCONDUCT AND GROSS
13 NEGLIGENCE, WILL EITHER PARTY'S LIABILITY UNDER THIS AGREEMENT, UNDER ANY
14 THEORY OF LIABILITY AND REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED
15 THE GREATER OF TWO MILLION DOLLARS ($2,000,000 USD) OR ACTUAL MONIES
16 COLLECTED FROM INSURANCE PROCEEDS APPLICABLE TO THE CLAIM. GRANICUS
17 SHALL NOT BE RESPONSIBLE FOR ANY LOST PROFITS OR ANY INDIRECT,
18 INCIDENTAL, CONSEQUENTIAL DAMAGES, HOWEVER CAUSED."
19 8.3 Survival. This Article 8 survives the termination of this Agreement.
20 Article 9
21 Insurance
22 9.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
23 Agreement.
24 Article 10
25 Ownership of Data
26 10.1 Ownership of Data. The Parties acknowledge and agree that all the County's data
27 (Data), is and shall remain the exclusive property of the County. The Contractor acknowledges
28 that in performing its obligations under the Agreement it may have access to the County's
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1 networks and Data. The Contractor shall use and access such Data only as necessary for the
2 purpose of providing the services and supporting the Software as agreed.
3 10.2 Ownership of System Software. The Parties acknowledge and agree that, as
4 between Contractor and County, title and full ownership of all rights in and to the System
5 Software, System Documentation (as defined in Exhibit A), and all other materials provided to
6 County by Contractor under the terms of this Agreement shall remain with Contractor. County
7 will take reasonable steps to protect trade secrets (as defined in Government Code Section
8 7924.510(f)) of the System Software and System Documentation, and which are identified as
9 such by Contractor. County may not disclose or make available to third parties the System
10 Software or System Documentation or any portion thereof, unless otherwise required by court
11 order. Contractor shall own all right, title and interest in and to all corrections, modifications,
12 enhancements, programs, and work product conceived, created or developed, alone or with
13 County or others, as a result of or related to the performance of this Agreement, including all
14 proprietary rights therein and based thereon. Except and to the extent expressly provided
15 herein, Contractor does not grant to County any right or license, express or implied, in or to the
16 System Software and System Documentation or any of the foregoing. The Parties acknowledge
17 and agree that, as between Contractor and County, full ownership of all rights in and to all
18 County data, whether in magnetic or paper form, including without limitation printed output from
19 the System, are the exclusive property of County.
20 10.3 Contractor Intellectual Property Rights. Contractor hereby grants and County
21 hereby accepts, solely for its internal use, a worldwide, revocable, non-exclusive, non-
22 transferrable right to use the Contractor Products and Services to the extent allowed in the
23 relevant Order or SOW (Permitted Use). County may reproduce, modify or create derivative
24 works for its own use, public display, and use any and all of Contractor's copyrights in the
25 homepage layout wireframe, sitemap, draft homepage design concept(s) interior page layouts
26 (collectively, the "Contractor Designs") embodied in County's website and intranet, which are
27 prepared or caused to be prepared by Contractor under this Agreement. All rights not licensed
28 are reserved to the Contractor and no rights may be implied. The Contractor retains all
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1 intellectual property rights in the Software, and the County agrees to implement software
2 protection measures designed to prevent unauthorized use and copying of the Software. The
3 Contractor name, logo, and the product names are trademarks of Contractor, and no right or
4 license is granted to use them. The County assigns to Contractor any suggestion,
5 enhancement, request, recommendation, correction or other feedback provided by County
6 relating to the use of the Contractor Products and Services. County shall not: (i) Misuse any
7 Contractor resources or cause any disruption, including but not limited to, the display of adult
8 content, advertisements, solicitations, or mass mailings to individuals who have not agreed to
9 be contacted; (ii) Use any process, program, or tool for gaining unauthorized access to the
10 systems, networks, or accounts of third parties; (iii) Use the Contractor Products and Services in
11 a manner in which system or network resources are unreasonably denied to third parties; (iv)
12 Use the Contractor Products and Services as a door or signpost to another server; (v) Access or
13 use any portion of Contractor Products and Services except as expressly allowed by this
14 Agreement; (vi) Disassemble, decompile, or otherwise reverse engineer all or any portion of the
15 Contractor Products and Services; (vii) Use the Contractor Products and Services for any
16 unlawful purposes; (viii) Export or allow access to the Contractor Products and Services in
17 violation of U.S. laws or regulations; (ix) subcontract, disclose, rent, or lease the Contractor
18 Products and Services, or any portion thereof, for third party use; or (x) Modify, adapt, or use
19 the Contractor Products and Services to develop any software application intended for resale
20 which uses the Contractor Products and Services in whole or in part.
21 10.4 Data Sources. Data uploaded into Contractor Products and Services must be
22 brought in from County sources (interactions with end users and opt-in contact lists). County
23 cannot upload purchased contact information into Contractor Products and Services without
24 Contractor's written permission, which shall not be unreasonably withheld or delayed, and
25 professional services support for list cleansing. Contractor understands and acknowledges,
26 however, that County is a government agency and intends to use Contractor for the purpose of
27 publishing information required by law to be available to the public.
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1 Article 11
2 Confidentiality & Data Security
3 11.1 Confidentiality. The County and the Contractor may have access to information that
4 the other considers to be a trade secret as defined in California Government Code section
5 7924.510(f).
6 11.2 Each Party shall use the other's Information only to perform its obligations under,
7 and for the purposes of, the Agreement. Neither Party shall use the Information of the other
8 Party for the benefit of a third party. Each Party shall maintain the confidentiality of all
9 Information in the same manner in which it protects its own information of like kind, but in no
10 event shall either Party take less than reasonable precautions to prevent the unauthorized
11 disclosure or use of the Information.
12 11.3 Contractor shall not disclose the County's data except to any third parties as
13 necessary to operate the Contractor Products and Services (provided that the Contractor
14 hereby grants to the County, at no additional cost, a perpetual, noncancelable, worldwide,
15 nonexclusive license to utilize any data, on an anonymous or aggregate basis only, that arises
16 from the use of the Contractor Products and Services by the Contractor, whether disclosed on,
17 subsequent to, or prior to the Effective Date, to improve the functionality of the Contractor
18 Products and Services and any other legitimate business purpose, subject to all legal
19 restrictions regarding the use and disclosure of such information).
20 11.4 Upon termination of the Agreement, or upon a Party's request, each Party shall
21 return to the other all Information of the other in its possession. All provisions of the Agreement
22 relating to confidentiality, ownership, and limitations of liability shall survive the termination of
23 the Agreement.
24 11.5 All services performed by Contractor shall be in strict conformance with all applicable
25 Federal, State of California, and/or local laws and regulations relating to confidentiality, including
26 but not limited to, California Civil Code, California Welfare and Institutions Code, California
27 Health and Safety Code, California Code of Regulations, and the Code of Federal Regulations.
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1 11.6 Data Security. Contractor shall be responsible for the privacy and security
2 safeguards, as identified in Exhibit E, entitled "Data Security." To the extent required to carry out
3 the assessment and authorization process and continuous monitoring, to safeguard against
4 threats and hazards to the security, integrity, and confidentiality of any County data collected
5 and stored by the Contractor, Contractor shall afford the County access as necessary at
6 Contractor's reasonable discretion, to the Contractor's facilities, installations, and technical
7 capabilities. If new or unanticipated threats or hazards are discovered by either the County or
8 the Contractor, or if existing safeguards have ceased to function, the discoverer shall
9 immediately bring the situation to the attention of the other Party.
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11 Article 12
12 Inspections, Audits, and Public Records
13 12.1 Inspection of Documents. The Contractor shall make available to the County, and
14 the County may examine at any time during Business Hours and as often as the County deems
15 necessary, all of the Contractor's records and data with respect to the matters covered by this
16 Agreement, excluding attorney-Contractor privileged communications. The Contractor shall,
17 upon request by the County, permit the County to audit and inspect all of such records and data
18 to ensure the Contractor's compliance with the terms of this Agreement.
19 12.2 State Audit Requirements. If the compensation to be paid by the County under this
20 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
21 California State Auditor, as provided in Government Code section 8546.7, for a period of three
22 years after final payment under this Agreement. This section survives the termination of this
23 Agreement.
24 12.3 Public Records. The County is not limited in any manner with respect to its public
25 disclosure of this Agreement or any record or data that the Contractor may provide to the
26 County. The County's public disclosure of this Agreement or any record or data that the
27 Contractor may provide to the County may include but is not limited to the following:
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1 (A) The County may voluntarily, or upon request by any member of the public or
2 governmental agency, disclose this Agreement to the public or such governmental
3 agency.
4 (B) The County may voluntarily, or upon request by any member of the public or
5 governmental agency, disclose to the public or such governmental agency any record or
6 data that the Contractor may provide to the County, unless such disclosure is prohibited
7 by court order.
8 (C) This Agreement, and any record or data that the Contractor may provide to the
9 County, is subject to public disclosure under the Ralph M. Brown Act (California
10 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
11 (D)This Agreement, and any record or data that the Contractor may provide to the
12 County, is subject to public disclosure as a public record under the California Public
13 Records Act (California Government Code, Title 1, Division 10, Chapter 3, beginning
14 with section 7920.200) ("CPRA")
15 (E) This Agreement, and any record or data that the Contractor may provide to the
16 County, is subject to public disclosure as information concerning the conduct of the
17 people's business of the State of California under California Constitution, Article 1,
18 section 3, subdivision (b).
19 (F) Any marking of confidentiality or restricted access upon or otherwise made with
20 respect to any record or data that the Contractor may provide to the County shall be
21 disregarded and have no effect on the County's right or duty to disclose to the public or
22 governmental agency any such record or data.
23 12.4 Public Records Act Requests. If the County receives a written or oral request
24 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
25 and which the County has a right, under any provision of this Agreement or applicable law, to
26 possess or control, then the County may demand, in writing, that the Contractor deliver to the
27 County, for purposes of public disclosure, the requested records that may be in the possession
28 or control of the Contractor. Within five business days after the County's demand, the
16
1 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
2 possession or control, together with a written statement that the Contractor, after conducting a
3 diligent search, has produced all requested records that are in the Contractor's possession or
4 control, or (b) provide to the County a written statement that the Contractor, after conducting a
5 diligent search, does not possess or control any of the requested records. The Contractor shall
6 cooperate with the County with respect to any County demand for such records. If the
7 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
8 CPRA or other applicable law, it must deliver the record or data to the County and assert the
9 exemption by citation to specific legal authority within the written statement that it provides to
10 the County under this section. The Contractor's assertion of any exemption from disclosure is
11 not binding on the County, but the County will give at least 10 days' advance written notice to
12 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
13 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
14 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
15 failure to produce any such records, or failure to cooperate with the County with respect to any
16 County demand for any such records.
17 Article 13
18 Disclosure of Self-Dealing Transactions
19 13.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
20 or changes its status to operate as a corporation.
21 13.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
22 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
23 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to
24 the County before commencing the transaction or immediately after.
25 13.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
26 a party and in which one or more of its directors, as an individual, has a material financial
27 interest.
28
17
1 Article 14
2 General Terms
3 14.1 CIO. Director of Internal Services/Chief Information Officer (CIO).
4 14.2 Modification. Except as provided in Article 6, "Termination and Suspension," this
5 Agreement may not be modified, and no waiver is effective, except by written agreement signed
6 by both Parties. The Contractor acknowledges that County employees have no authority to
7 modify this Agreement except as expressly provided in this Agreement.
8 14.3 Non-Assignment. Neither Party may assign its rights or delegate its obligations
9 under this Agreement without the prior written consent of the other Party.
10 14.4 Governing Law. The laws of the State of California govern all matters arising from
11 or related to this Agreement.
12 14.5 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
13 County, California. Contractor consents to California jurisdiction for actions arising from or
14 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
15 brought and maintained in Fresno County.
16 14.6 Severability. If anything in this Agreement is found by a court of competent
17 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
18 effect, and the Parties shall make best efforts to replace the unlawful or unenforceable part of
19 this Agreement with lawful and enforceable terms intended to accomplish the Parties' original
20 intent.
21 14.7 Nondiscrimination. During the performance of this Agreement, the Contractor shall
22 not unlawfully discriminate against any employee or applicant for employment, or recipient of
23 services, because of race, religious creed, color, national origin, ancestry, physical disability,
24 mental disability, medical condition, genetic information, marital status, sex, gender, gender
25 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
26 all applicable State of California and federal statutes and regulation.
27 14.8 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
28 of the Contractor under this Agreement on any one or more occasions is not a waiver of
18
1 performance of any continuing or other obligation of the Contractor and does not prohibit
2 enforcement by the County of any obligation on any other occasion.
3 14.9 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
4 between the Contractor and the County with respect to the subject matter of this Agreement,
5 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
6 publications, and understandings of any nature unless those things are expressly included in
7 this Agreement. If there is any inconsistency between the terms of this Agreement without its
8 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
9 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
10 exhibits.
11 14.10 No Third-Party Beneficiaries. This Agreement does not and is not intended to
12 create any rights or obligations for any person or entity except for the Parties.
13 14.11 Authorized Signature. The Contractor represents and warrants to the County that:
14 (A) The Contractor is duly authorized and empowered to sign and perform its
15 obligations under this Agreement.
16 (B) The individual signing this Agreement on behalf of the Contractor is duly
17 authorized to do so and his or her signature on this Agreement legally binds the
18 Contractor to the terms of this Agreement.
19 14.12 Electronic Signatures. The Parties agree that this Agreement may be executed by
20 electronic signature as provided in this section.
21 (A) An "electronic signature" means any symbol or process intended by an individual
22 signing this Agreement to represent their signature, including but not limited to (1) a
23 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
24 electronically scanned and transmitted (for example by PDF document) version of an
25 original handwritten signature.
26 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
27 equivalent to a valid original handwritten signature of the person signing this Agreement
28 for all purposes, including but not limited to evidentiary proof in any administrative or
19
1 judicial proceeding, and (2) has the same force and effect as the valid original
2 handwritten signature of that person.
3 (C)The provisions of this section satisfy the requirements of Civil Code section
4 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
5 Part 2, Title 2.5, beginning with section 1633.1).
6 (D) Each Party using a digital signature represents that it has undertaken and
7 satisfied the requirements of Government Code section 16.5, subdivision (a),
8 paragraphs (1) through (5), and agrees that each other Party may rely upon that
9 representation.
10 (E) This Agreement is not conditioned upon the Parties conducting the transactions
11 under it by electronic means and either Party may sign this Agreement with an original
12 handwritten signature.
13 14.13 Counterparts. This Agreement may be signed in counterparts, each of which is an
14 original, and all of which together constitute this Agreement.
15 Agent for Service of Process. The Contractor represents to the County that the
16 Contractor's agent for service of process in California, and that such agent's address for
17 receiving such service of process in California, which information the Contractor shall maintain
18 with the office of the California Secretary of State, is as follows: CSC - LAWYERS
19 INCORPORATING SERVICE
20 Registered Corporate 1505 Agent
21 2710 Gateway Oaks Drive # 150-N
22 Sacramento, CA 95833]
23 The Contractor further represents to the County that if the Contractor changes its agent for
24 service of process in California, or the Contractor's agent for service of process in California
25 changes its address for receiving such service of process in California, which changed
26 information the Contractor shall maintain with the office of the California Secretary of State, the
27 Contractor shall give the County written notice thereof within five (5) calendar days thereof
28 pursuant to Article 5.[SIGNATURE PAGE FOLLOWS]
20
1 The Parties are signing this Agreement on the date stated in the introductory clause.
2
CONTRACTOR, GRANICUS, LLC COUNTY OF FRESNO
3
4 '
Kir be y Rosenberger(Aug 4,2023 14:37 CDT)
5 Kimberly Rosenberger, Contracts Manager Sal jOuNitelfo, qhairman of the Board of
Sup'sasorrarthe County of Fresno
6 408 Saint Peter Street, Suite 600
Saint Paul, MN 55102 Attest:
7 Bernice E. Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
9
By:
10 Deputy
11 For accounting use only:
12 Org No.: 8905
Account No.: 7311
13 Fund No.: 1020
Subclass No.: 10000
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
21
Exhibit A — Scope of Work
1 1. Definitions. In addition to the terms defined elsewhere in this Agreement, the following
2 terms shall have the meanings specified:
3 Change Control Process means the process used by the Information Services Division
4 of COUNTY's Internal Services Department to inform COUNTY staff of new or updated
5 production use systems.
6 Products and Services— means the products and services made available to the County
7 pursuant to this Agreement, which may include Contractor Products and Services accessible for
8 use by the County on a subscription basis ("Software-as-a-Service" or"SaaS"), Contractor
9 professional services, content from any professional services or other required equipment
10 components or other required hardware, as specified in each Order or SOW.
11 License is the license granted under this Agreement, and the rights and obligations that
12 it creates under the laws of the United States of America and the State of California, including
13 without limitation, copyright and intellectual property law.
14 Order means a written order, proposal, or purchase document in which the Contractor
15 agrees to provide and the County agrees to purchase specific Contractor Products and
16 Services.
17 Order Term means the then-current duration of performance identified on each Order or
18 SOW, for which the Contractor has committed to provide, and the County has committed to pay
19 for, Contractor Products and Services.
20 Statement of Work (SOW) means a written order, proposal, or purchase document that
21 is signed by both Parties and describes the Contractor Products and Services to be provided
22 and/or performed by the Contractor. Each Order or SOW shall describe the Parties'
23 performance obligations and any assumptions or contingencies associated with the
24 implementations of the Contractor Products and Services, as specified in each Order or SOW
25 placed hereunder.
26
27
A-1
28
Exhibit A — Scope of Work
1 Support means the ongoing support and maintenance services performed by the
2 Contractor related to the Contractor Products and Services as specified in each Order or SOW
3 placed between the Parties.
4 System refers to the System Software and System Documentation, collectively, including
5 all modifications and enhancements.
6 System Documentation means the documentation relating to the System Software,
7 including all manuals, reports, brochures, sample runs, specifications, and other materials
8 provided by CONTRACTOR in connection with the System Software.
9 System Software is Contractors Products and Services provided and hosted by
10 Contractor. System Software does not include operating system software, or any other third-
11 party software.
12 System Software Maintenance and Support and Support means software hosting for
13 System Software, regular software updates to System Software, and support provided for
14 System Software in case of errors, mistakes, or other technical difficulties.
15 2. Warranties & Disclaimers. Contractor warrants that all services performed under this
16 Agreement will conform in all aspects with the requirements of this Agreement and their
17 specifications. Contractor warrants that it takes all precautions that are standard in the industry,
18 in California, to increase the likelihood of a successful performance for the Contractor Products
19 and Services.
20 Except as provided in herein provided, each Party hereby disclaims any and all other
21 warranties of any nature whatsoever whether oral and written, express or implied, including,
22 without limitation, the implied warranties of merchantability, title, non-infringement, and fitness
23 for a particular purpose. Contractor does not warrant that Contractor Products and Services will
24 meet County's requirements.
25 3. Project Deadlines. It is understood and agreed by both Parties to this Agreement that if
26 all the work specified or indicated in the Order or SOW is not completed within the specified
27
A-2
28
Exhibit A — Scope of Work
1 time frames set forth in the Order or SOW, or within such time limits as extended, County may
2 elect to terminate without clause as discussed in section 6.3, provided however, nothing in this
3 Section A.9 limits any of County's remedies under this Agreement for Contractor's breach of
4 this Agreement.
5 4. Contractor's Project Coordinator. Upon execution of this Agreement, Contractor shall
6 appoint a Project Coordinator who will act as the primary contact person to interface with
7 County for the services discussed in this Agreement.
8 5. Documentation. Contractor shall provide to County System Documentation, which shall
9 consist of electronic media files. The electronic media files must be printable using PC software
10 normally available at County. Contractor shall provide new System Documentation
11 corresponding to all new Software Upgrades. County may print additional copies of all
12 documentation. All System Documentation is to be used by County only for the purposes
13 identified within this Agreement.
14 6. Technical Information. Contractor will provide technical information to County. Such
15 information may cover areas regarding the software discussed in this Agreement, third party
16 software, and other matters considered relevant to County by Contractor. Technical information
17 will be provided at the discretion of Contractor but will not be unreasonably withheld.
18 7. Operating System Updates. The application must run on a County operating system
19 that is consistently and currently supported by the operating system vendor. Applications under
20 maintenance are expected to always be current in regards to the required Contractor operating
21 system. No outdated or unsupported County operating system will be implemented on the
22 production network. Contractor shall keep their software current in order to operate in this
23 environment. Patches may include critical operating system updates and security patches.
24 8. Adhere to Change Control Process. Contractor employs a procedure to implement
25 updates, upgrades, and version releases to a system that is in production use. This forum
26 allows Contractor to inform County of upcoming changes to a production system. Contractor
27
A-3
28
Exhibit A — Scope of Work
1 must inform County a minimum of one (1) week prior to any planned, non-emergency changes
2 so that the Change Control Process may be followed.
3 9. Storage and Sending. If any services specified in this Agreement are used to store
4 and/or send Confidential Information, Contractor must be notified in writing, in advance of the
5 storage or sending. Should County provide such notice, County must ensure that Confidential
6 Information is stored behind a secure interface and that Contractor Products and Services be
7 used only to notify people of updates to the information that can be accessed after
8 authentication against a secure interface managed by County.
9 10. Support Services. Support Services is defined as technical support, account
10 management, and education and training. Contractor will support day-to-day operation of the
11 System as follows. Basic support related to standard Contractor Products and Services is
12 included within the fees paid during the Order Term. Contractor may update its Support
13 obligations under this Agreement, so long as the functionality purchased by County is not
14 materially diminished.
15 11. Downtime. Downtime shall be defined as System non-availability due to System
16 Software error, malfunction, or due to System Software Maintenance and Support-activity other
17 than in accordance with the scheduling parameters set forth in this Agreement. Examples of
18 Downtime include, without limitation, County and public cannot access the System for reasons
19 within Contractor's Control or any functional Component of the System or Interference is not
20 available and is within Contractor's Control. County requires that there be no unscheduled
21 Downtime for routine System Software Maintenance and Support of the Application Software.
22 County will accept occasional scheduled Downtime, not to exceed, four (4) hours, for significant
23 non-routine Updates and maintenance to be scheduled by Contractor. Routine System
24 Software Maintenance and Support includes such tasks as major System Software version
25 Updates. Contractor shall use its best efforts to keep scheduled Downtime for non-routine
26 maintenance to a minimum (99.5% up time guarantee).
27
A-4
28
Exhibit A — Scope of Work
1 12. Data Sources. Data uploaded into Contractor Products and Services must be brought
2 in from County sources (interactions with end users and opt-in contact lists). County cannot
3 upload purchased contact information into Contractor Products and Services without
4 Contractor' written permission and professional services support for list cleansing. Contractor
5 certifies that it will not sell, retain, use, or disclose any personal information provided by County
6 for any purpose other than retaining, using, or disclosing such personal information for the
7 specific purpose of performing the services outlined within this Agreement.
8 13. Passwords. Passwords are not transferable to any third party. County is responsible
9 for keeping all passwords secure and all use of the Contractor Products and Services accessed
10 through County's passwords.
11 14. County Feedback. County will provide feedback to Contractor with any suggestion,
12 enhancement, request, recommendation, correction or other feedback provided by County
13 relating to the use of the Contractor Products and Services. Contractor may use such
14 submissions as it deems appropriate in its sole discretion.
15 15. Service Levels. Basic support and maintenance services provided to County for
16 Products ("Support") is included in the fees paid for the Contractor Product subscription or
17 maintenance during the Term and will be provided in accordance with the Service Level
18 Agreement set forth in Exhibit F. Contractor may update its Support obligations under this
19 Agreement, so long as the level of Support agreed to by the Parties is not materially diminished
20 due to such modification. Should more than 3 instances occur, for a Level 1 Emergency, then a
21 ten (10) percent credit memo will be issued by the Contractor. If more than six (6) Level 1
22 Emergency instances occur then a twenty (20) percent credit memo will be issued by the
23 Contractor, If more than nine (9) instances occur a thirty (30) percent credit memo will be
24 issued by the Contractor.
25 16. Third Party Disclaimer - Closed Captioning and Meeting Services. County and
26 Contractor may agree that a third party will provide closed captioning, transcription services, or
27
A-5
28
Exhibit A — Scope of Work
1 other meeting services under this Agreement. In such case, County expressly understands that
2 the third party is an independent contractor and not an agent or employee of
3 Contractor. Contractor is not liable for acts performed by such an independent third party.
4 17. Product Descriptions.
5 Solution Description
6 Government The live in-meeting functions. Streaming of an event, pushing of
7 Transparency Suite documents, and indexing of events.
Granicus Encoding This includes the LiveManager Software solution where webcasts are
8
Appliance Software started/stopped, agendas amended and indexed, votes and
9 (GT) attendance recorded, and minutes created.
10 eComment eComment reduces staff time by providing the ability to effortlessly
11 collect and manage citizen input on agenda items. Citizens are
12 allowed to either submit comments in regards to items or sign up to
13 speak before a scheduled meeting.
Legistar Legistar is a Software-as-a-Service (SaaS) solution that enables
14 government organizations to automate the entire legislative process
15 of the clerk's office. Clerks can leverage Legistar to easily manage
16 the entire legislative process from drafting files, through assignment
17 to various departments, to final approval. Legistar includes:
• Unlimited user accounts
18
• Unlimited meeting bodies and meeting types
19 • Unlimited data storage and retention
20 • Up to one (1) Legistar database
21 • Up to one (1) InSite web portal
22 Outside-of-Scope line Out-of-Scope monthly services.
23 Item - Monthly
Performance Performance Accelerator Suite provides the ability to utilize the
24 Accelerator Suite performance accelerator within a network. Requires Performance
25 Accelerator or Virtual Performance Accelerator to distribute
26
27
A-6
28
Exhibit A — Scope of Work
1 video/indexing/documents within a local network. This distribution is
2 utilized to eliminate the bandwidth impact local viewers would have
3 accessing data from the Granicus Data Center.
Upgrade to SDI 720p Upgrade to SDI 720p Streaming (requires Digital encoder and HD
4
Streaming feed)
5 Meeting Efficiency Meeting Efficiency is a hybrid software-as-a-Service (SaaS) and
6 Suite Hardware-as-a-Service, (HaaS) solution that enables government
7 organizations to simplify the in-meeting management and post-
8 meeting minutes creation processes of the clerk's office. By
leveraging this solution, the client will be able to streamline meeting
9
data capture and minutes production, reducing staff efforts and
10 decreasing time to get minutes published. During a meeting, use
11 LiveManager to record roll calls, motions, votes, notes, and speakers,
12 all indexed with video. Use the index points to quickly edit
13 minutes, templates to format in Microsoft Word, and publish online
14 with the click of a button. Meeting Efficiency includes:
- Unlimited user accounts
15 - Unlimited meeting bodies
16 - Unlimited storage of minute documents
17 - Access to the LiveManager software application for recording
18 information during meetings
19 - Access to the Word Add-in software component for minutes
formatting in MS Word if desired
20 - Up to one (1) MS Word minutes template (additional
21 templates can be purchased if needed)
22 Open Platform Suite Open Platform is access to MediaManager, upload of archives, ability
23 to post agendas/documents, and index of archives. These are able to
24 be published and accessible through a searchable viewpage.
Recurring Captioning Live closed captioning.
25 Services All Meetings will incur one hour minimum.
26
27
A-7
28
Exhibit A — Scope of Work
1 • Cancellations within 24 hrs. will be charged 1 hour minimum
2 • Caption reservations should be reserved two weeks in
3 advance. Jobs with little notice may not be guaranteed
4 coverage, 24 hours as an absolute minimum.
• Real Time Captions are provided at a 98% accuracy
5
readability rating.
6 • Recurring Caption hours not used in the period of
7 performance will not carry over to the following year.
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
A-8
28
EXHIBIT B
G GRAN ICUS Order Form
Fresno County CA
PRICING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this
Proposal.
Renewing Subscription Fees
Solution Billing Quantity/Unit Annual Fee
Frequency
Government Transparency Suite Annual 1 Each $10,856.44
Granicus Encoding Appliance Software Annual 1 Each $1,412.41
(GT)
eComment Annual 1 Each $6,800.71
Legistar Annual 1 Each $40,323.95
Outside-of-Scope Line Item - Monthly Annual 1 Each $516.97
Performance Accelerator Suite Annual 1 Each $8,788.55
Upgrade to SDI 720p Streaming Annual 1 Each $3,530.99
Granicus Encoding Appliance Software Annual 1 Each $2,067.89
(GT)
Meeting Efficiency Suite Annual 1 Each $30,81 1.63
Open Platform Suite Annual 1 Each $7,733.93
Legistar InSite Upgrade Annual 1 Each $2,067.89
Granicus Encoding Appliance Software Annual 1 Each $1,879.90
(GT)
Upgrade to SDI 720p Streaming Annual 1 Each $4,699.76
Recurring Captioning Services Annual 75 Hours $14,953.50
SUBTOTAL: $136,444.52
Order #: Q-249196 B-1
Prepared: 01 Jun 2023
Page 2 of 8
EXHIBIT B
G GRAN ICUS
Order Form
Fresno County CA
FUTURE YEAR PRICING
WPeriod of Performance
Solutions) 03 Jun 2024 - 02 03 Jun 2025 - 02 03 Jun 2026 - 02 03 Jun 2027 - 02
Jun 2025 Jun 2026 Jun 2027 Jun 2028
Government Transparency $11,616.39 $12,429.54 $13,299.61 $14,230.58
Suite
Granicus Encoding Appliance
Software (GT) $1,51 1.28 $1,617.07 $1,730.26 $1,851.38
eComment $7,276.76 $7,786.13 $8,331.16 $8,914.34
Legistar $43,146.63 $46,166.89 $49,398.57 $52,856.47
Outside-of-Scope Line Item - $553.16 $591.88 $633.31 $677.64
Monthly
Performance Accelerator Suite $9,403.75 $10,062.01 $10,766.35 $11,520.00
Upgrade to SDI 720p Streaming $3,778.16 $4,042.63 $4,325.61 $4,628.41
Granicus Encoding Appliance $2,212.64 $2,367.53 $2,533.25 $2,710.58
Software (GT)
Meeting Efficiency Suite $32,968.44 $35,276.24 $37,745.57 $40,387.76
Open Platform Suite $8,275.31 $8,854.58 $9,474.40 $10,137.60
Legistar InSite Upgrade $2,212.64 $2,367.53 $2,533.25 $2,710.58
Granicus Encoding Appliance
Software (GT) $2,01 1.49 $2,152.30 $2,302.96 $2,464.17
Upgrade to SDI 720p Streaming $5,028.74 $5,380.76 $5,757.41 $6,160.43
Recurring Captioning Services $16,000.25 $17,120.26 $18,318.68 $19,600.99
SUBTOTAL: $145,995.64 $156,215.35 $167,150.39 $178,850.93
• Cancellations within 24 hrs. will be charged 1 hour minimum, $186.34
Order #: Q-249196 B-2
Prepared: 01 Jun 2023
Page 3 of 8
Exhibit C
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("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 used 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.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
C-1
(1) Company Board Member Information:
Name: 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:
C-2
Exhibit D
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). The General Liability limit required may be satisfied by
a combination of primary, excess and/or umbrella coverage. This policy must be issued
on a per occurrence basis. Coverage must include products, completed operations,
property damage, bodily injury, personal injury, and advertising injury. The Contractor
shall obtain an endorsement to this policy including the County of Fresno, its officers,
agents, employees, and volunteers, individually and collectively, as additional insureds,
but only insofar as the operations under this Agreement are concerned. Such coverage
for additional insureds will apply as primary insurance and any other insurance, or self-
insurance, maintained by the County is excess only and not contributing with insurance
provided under the Contractor's policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per accident for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per accident/policy limit for bodily injury and for disease.
(E) Technology Professional Liability (Errors and Omissions). Technology professional
liability (errors and omissions) insurance with limits of not less than Two Million Dollars
($2,000,000) per claim and in the aggregate. Coverage must encompass all of the
Contractor's obligations under this Agreement, including but not limited to claims
involving Cyber Risks.
(F) Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars
($2,000,000) per claim. Coverage must include claims involving Cyber Risks. The cyber
liability policy must be endorsed to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited to
information or data) that is in the care, custody, or control of the Contractor.
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
Breach, which may include Disclosure of Personal Information to an Unauthorized Third
Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under Article 11
of this Agreement; (iv) system failure; (v) data recovery; (vi) failure to timely disclose
data breach or Security Breach; (vii) failure to comply with privacy policy; (viii) payment
D-1
card liabilities and costs; (ix) infringement of intellectual property, including but not
limited to infringement of copyright, trademark, and trade dress; (x) invasion of privacy,
including release of private information; (xi) information theft; (xii) damage to or
destruction or alteration of electronic information; (xiii) cyber extortion; (xiv) extortion
related to the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; (xv) fraudulent instruction; (xvi) funds
transfer fraud; (xvii) telephone fraud; (xviii) network security; (xix) data breach response
costs, including Security Breach response costs; (xx) regulatory fines and penalties
related to the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; and (xxi) credit monitoring expenses.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are included as additional insureds
insofar as the operations under this Agreement are concerned. The commercial
general liability insurance certificate must also state that the coverage shall apply
as primary insurance and any other insurance, or self-insurance, maintained by
the County shall be excess only and not contributing with insurance provided
under the Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(iv) The technology professional liability insurance certificate must also state that
coverage encompasses all of the Contractor's obligations under this Agreement,
including but not limited to claims involving Cyber Risks, as that term is defined in
this Agreement.
(v) The cyber liability insurance certificate must also state that it is endorsed, and
include an endorsement, to cover the full replacement value of damage to,
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alteration of, loss of, or destruction of intangible property (including but not limited
to information or data) that is in the care, custody, or control of the Contractor.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by insurers authorized to do business in the State of California and possessing at
all times during the term of this Agreement an A.M. Best, Inc. rating of no less than A:
VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, written notice of any cancellation
or change in the policy as required in this paragraph. For cancellation of the policy for
nonpayment of premium, the Contractor shall provide written notice to the County upon
receipt from the insurer(s). For cancellation of the policy for any other reason, and for
any other change to the policy, the Contractor shall provide written notice to the County
upon receipt from the insurer(s) in advance of cancellation or change. The County in its
sole discretion may determine that the failure of the Contractor to timely provide a written
notice required by this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors
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Exhibit E
Data Security
A. Definitions.
Capitalized terms used in this Exhibit E have the meanings set forth in this section A.
"Authorized Employees" means the Contractor's employees who have access to
Personal Information.
"Authorized Persons" means: (i) any and all Authorized Employees; and (ii) any and all of
the Contractor's subcontractors, representatives, agents, outsourcers, and consultants, and
providers of professional services to the Contractor, who have access to Personal Information and
are bound by law or in writing by confidentiality obligations sufficient to protect Personal Information
in accordance with the terms of this Exhibit E.
"Director" means the County's Director of Internal Services-Chief Information Officer or his
or her designee.
"Disclose" or any derivative of that word means to disclose, release, transfer, disseminate,
or otherwise provide access to or communicate all or any part of any Personal Information orally, in
writing, or by electronic or any other means to any person.
"Person" means any natural person, corporation, partnership, limited liability company,
firm, or association.
"Personal Information" means any and all information, including any data provided, or to
which access is provided, to the Contractor by or upon the authorization of the County, including
but not limited to vital records, that: (i) identifies, describes, or relates to, or is associated with, or is
capable of being used to identify, describe, or relate to, or associate with, a person (including,
without limitation, names, physical descriptions, signatures, addresses, telephone numbers, e-mail
addresses, education, financial matters, employment history, and other unique identifiers, as well
as statements made by or attributable to the person); (ii) is used or is capable of being used to
authenticate a person (including, without limitation, employee identification numbers, government-
issued identification numbers, passwords or personal identification numbers (PINs), financial
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account numbers, credit report information, answers to security questions, and other personal
identifiers); or is personal information within the meaning of California Civil Code section 1798.3,
subdivision (a), or 1798.80, subdivision (e). Personal Information does not include publicly
available information that is lawfully made available to the general public from federal, state, or
local government records.
"Privacy Practices Complaint" means a complaint received by the County relating to the
Contractor's (or any Authorized Person's) privacy practices, or alleging a Security Breach. Such
complaint shall have sufficient detail to enable the Contractor to promptly investigate and take
remedial action under this Exhibit E.
"Security Safeguards" means physical, technical, administrative or organizational security
procedures and practices put in place by the Contractor(or any Authorized Persons)that relate to
the protection of the security, confidentiality, value, or integrity of Personal Information. Security
Safeguards shall satisfy the minimal requirements set forth in subsection C.(5) of this Exhibit E.
"Security Breach" means (i) any act or omission that compromises either the security,
confidentiality, value, or integrity of any Personal Information or the Security Safeguards, or(ii) any
unauthorized Use, Disclosure, or modification of, or any loss or destruction of, or any corruption of
or damage to, any Personal Information.
"Use" or any derivative thereof means to receive, acquire, collect, apply, manipulate,
employ, process, transmit, disseminate, access, store, disclose, or dispose of Personal
Information.
B. Standard of Care.
(1) The Contractor acknowledges that, in the course of its engagement by the County
under this Agreement, the Contractor, or any Authorized Persons, may Use Personal Information
only as permitted in this Agreement.
(2) The Contractor acknowledges that Personal Information is deemed to be confidential
information of, or owned by, the County (or persons from whom the County receives or has
received Personal Information) and is not confidential information of, or owned or by, the
Contractor, or any Authorized Persons. The Contractor further acknowledges that all right, title, and
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interest in or to the Personal Information remains in the County (or persons from whom the County
receives or has received Personal Information) regardless of the Contractor's, or any Authorized
Person's, Use of that Personal Information.
(3)The Contractor agrees and covenants in favor of the County that the Contractor shall: (i)
keep and maintain all Personal Information in strict confidence, using such degree of care under
this Subsection B as is reasonable and appropriate to avoid a Security Breach; (ii) Use Personal
Information exclusively for the purposes for which the Personal Information is made accessible to
the Contractor pursuant to the terms of this Exhibit E; (iii) not Use, Disclose, sell, rent, license, or
otherwise make available Personal Information for the Contractor's own purposes or for the benefit
of anyone other than the County, without the County's express prior written consent, which the
County may give or withhold in its sole and absolute discretion; and (iv) not, directly or indirectly,
Disclose Personal Information to any person (an "Unauthorized Third Party") other than Authorized
Persons pursuant to this Agreement, without the Director's express prior written consent.
Notwithstanding the foregoing paragraph, in any case in which the Contractor believes it, or
any Authorized Person, is required to disclose Personal Information to government regulatory
authorities, or pursuant to a legal proceeding, or otherwise as may be required by applicable law,
the Contractor shall (a) immediately notify the County of the specific demand for, and legal
authority for the disclosure, including providing the County with a copy of any notice, discovery
demand, subpoena, or order, as applicable, received by the Contractor, or any Authorized Person,
from any government regulatory authorities, or in relation to any legal proceeding, and (b) promptly
notify the County before such Personal Information is offered by the Contractor for such disclosure
so that the County may have sufficient time to obtain a court order or take any other action the
County may deem necessary to protect the Personal Information from such disclosure, and the
Contractor shall cooperate with the County to minimize the scope of such disclosure of such
Personal Information.
The Contractor shall remain liable to the County for the actions and omissions of any
Unauthorized Third Party concerning its Use of such Personal Information as if they were the
Contractor's own actions and omissions.
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C. Information Security.
(1)The Contractor covenants, represents and warrants to the County that the Contractor's
Use of Personal Information under this Agreement does and shall at all times comply with all
federal, state, and local, privacy and data protection laws, as well as all other applicable regulations
and directives, including but not limited to California Civil Code, Division 3, Part 4, Title 1.81
(beginning with section 1798.80), and the Song-Beverly Credit Card Act of 1971 (California Civil
Code, Division 3, Part 4, Title 1.3, beginning with section 1747). If the Contractor Uses credit, debit,
or other payment cardholder information, the Contractor shall at all times remain in compliance with
the Payment Card Industry Data Security Standard ("PCI DSS") requirements, including remaining
aware at all times of changes to the PCI DSS and promptly implementing and maintaining all
procedures and practices as may be necessary to remain in compliance with the PCI DSS, in each
case, at the Contractor's sole cost and expense.
(2)The Contractor covenants, represents and warrants to the County that, as of the
Effective Date, the Contractor has not received notice of any violation of any privacy or data
protection laws, as well as any other applicable regulations or directives, and is not the subject of
any pending legal action or investigation by, any government regulatory authority regarding same.
(3)Without limiting the Contractor's obligations under subsection C.(1) of this Exhibit E, the
Contractor's (or Authorized Person's) Security Safeguards shall be no less rigorous than accepted
industry practices and, at a minimum, include the following: (i) limiting Use of Personal Information
strictly to the Contractor's and Authorized Persons' technical and administrative personnel who are
necessary for the Contractor's, or Authorized Persons', Use of the Personal Information pursuant
to this Agreement; (ii) ensuring that all of the Contractor's connectivity to the County computing
systems will only be through the County's security gateways and firewalls, and only through
security procedures approved upon the express prior written consent of the Director; (iii)to the
extent that they contain or provide access to Personal Information, (a) securing the Contractor's
business facilities, data centers, paper files, servers, back-up systems and computing equipment,
operating systems, and software applications, including, but not limited to, all mobile devices and
other equipment, operating systems, and software applications with information storage capability;
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(b) employing adequate controls and data security measures with respect to the Contractor
Facilities and Equipment), both internally and externally, to protect(1)the Personal Information
from potential loss or misappropriation, or unauthorized Use, and (2)the County's operations from
disruption and abuse; (c) having and maintaining network, device application, database and
platform security; (d) maintaining authentication and access controls within media, computing
equipment, operating systems, and software applications; and (e) installing and maintaining in all
mobile, wireless, or handheld devices a secure internet connection, having continuously updated
anti-virus software protection and a remote wipe feature always enabled, all of which is subject to
express prior written consent of the Director; (iv) encrypting all Personal Information at advance
encryption standards of Advanced Encryption Standards (AES)of 128 bit or higher(a) stored on
any mobile devices, including but not limited to hard disks, portable storage devices, or remote
installation, or(b)transmitted over public or wireless networks (the encrypted Personal Information
must be subject to password or pass phrase, and be stored on a secure server and transferred by
means of a Virtual Private Network (VPN) connection, or another type of secure connection, all of
which is subject to express prior written consent of the Director); (v) strictly segregating Personal
Information from all other information of the Contractor, including any Authorized Person, or
anyone with whom the Contractor or any Authorized Person deals so that Personal Information is
not commingled with any other types of information; (vi) having a patch management process
including installation of all operating system/software vendor security patches; (vii) maintaining
appropriate personnel security and integrity procedures and practices, including, but not limited to,
conducting background checks of Authorized Employees consistent with applicable law; and (viii)
providing appropriate privacy and information security training to Authorized Employees.
(4) During the term of each Authorized Employee's employment by the Contractor, the
Contractor shall cause such Authorized Employees to abide strictly by the Contractor's obligations
under this Exhibit E. The Contractor further agrees that it shall maintain a disciplinary process to
address any unauthorized Use of Personal Information by any Authorized Employees.
(5)The Contractor shall, in a secure manner, backup daily, or more frequently if it is the
Contractor's practice to do so more frequently, Personal Information received from the County, and
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the County shall have immediate, real time access, at all times, to such backups via a secure,
remote access connection provided by the Contractor, through the Internet.
(6)The Contractor shall provide the County with the name and contact information for each
Authorized Employee (including such Authorized Employee's work shift, and at least one alternate
Authorized Employee for each Authorized Employee during such work shift)who shall serve as the
County's primary security contact with the Contractor and shall be available to assist the County
twenty-four(24) hours per day, seven (7) days per week as a contact in resolving the Contractor's
and any Authorized Persons' obligations associated with a Security Breach or a Privacy Practices
Complaint.
D. Security Breach Procedures.
(1) Promptly, and without undue delay, upon the Contractor's confirmation of a Security
Breach, the Contractor shall (a) notify the Director of the Security Breach, such notice to be given
first by telephone at the following telephone number, followed promptly by email at the following
email address: (559) 600-6200/ ;ervicedesk(@fresnocountyca.go (which telephone number and
email address the County may update by providing notice to the Contractor), and (b) preserve all
relevant evidence (and cause any affected Authorized Person to preserve all relevant evidence)
relating to the Security Breach. The notification shall include, to the extent reasonably possible, the
identification of each type and the extent of Personal Information that has been, or is reasonably
believed to have been, breached, including but not limited to, compromised, or subjected to
unauthorized Use, Disclosure, or modification, or any loss or destruction, corruption, or damage.
(2) Immediately following the Contractor's notification to the County of a Security Breach,
as provided pursuant to subsection D.(1) of this Exhibit E, the Parties shall coordinate with each
other to investigate the Security Breach. The Contractor agrees to fully cooperate with the County,
including, without limitation: (i) assisting the County in conducting any investigation; (ii) providing
the County with physical access to the facilities and operations affected; (iii)facilitating interviews
with Authorized Persons and any of the Contractor's other employees knowledgeable of the
matter; and (iv) making available all relevant records, logs, files, data reporting and other materials
required to comply with applicable law, regulation, industry standards, or as otherwise reasonably
E-6
required by the County. To that end, the Contractor shall, with respect to a Security Breach, be
solely responsible, at its cost, for all notifications required by law and regulation, and the Contractor
shall provide a written report of the investigation and reporting required to the Director within thirty
(30) days after the Contractor's discovery of the Security Breach.
(3)The County shall promptly notify the Contractor of the Director's knowledge, or
reasonable belief, of any Privacy Practices Complaint, and upon the Contractor's receipt of
notification thereof, the Contractor shall promptly address such Privacy Practices Complaint,
including taking any corrective action under this Exhibit E, all at the Contractor's sole expense, in
accordance with applicable privacy rights, laws, regulations and standards. In the event the
Contractor discovers a Security Breach, the Contractor shall treat the Privacy Practices Complaint
as a Security Breach. Within 24 hours of the Contractor's receipt of notification of such Privacy
Practices Complaint, the Contractor shall notify the County whether the matter is a Security
Breach, or otherwise has been corrected and the manner of correction, or determined not to
require corrective action and the reason therefor.
(4)The Contractor shall take prompt corrective action to respond to and remedy any
Security Breach and take reasonable mitigating actions, including but not limiting to, preventing any
reoccurrence of the Security Breach and correcting any deficiency in Security Safeguards as a
result of such incident, all at the Contractor's sole expense, in accordance with applicable privacy
rights, laws, regulations and standards. The Contractor shall reimburse the County for all
reasonable costs incurred by the County in responding to, and mitigating damages caused by, any
Security Breach, including all costs of the County incurred in relation to any litigation or other action
described in subsection D. (5) of this Exhibit E. to the extent applicable: (1)the cost of providing
affected individuals with credit monitoring services for a specific period not to exceed twelve (12)
months, to the extent the incident could lead to a compromise of the data subject's credit or credit
standing; (2) call center support for such affected individuals for a specific period not to exceed
thirty (30) days; and (3)the cost of any measures required under applicable laws.
E. Oversight of Security Compliance.
(1) The Contractor shall have and maintain a written information security policy that
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specifies Security Safeguards appropriate to the size and complexity of the Contractor's operations
and the nature and scope of its activities.
(2) Upon the County's written request, to confirm the Contractor's compliance with this
Exhibit E, as well as any applicable laws, regulations and industry standards, the Contractor grants
the County or, upon the County's election, a third party on the County's behalf, permission to
perform an assessment, audit, examination or review of all controls in the Contractor's physical and
technical environment in relation to all Personal Information that is Used by the Contractor pursuant
to this Agreement. The Contractor shall fully cooperate with such assessment, audit or
examination, as applicable, by providing the County or the third party on the County's behalf,
access to all Authorized Employees and other knowledgeable personnel, physical premises,
documentation, infrastructure and application software that is Used by the Contractor for Personal
Information pursuant to this Agreement. In addition, the Contractor shall provide the County with
the results of any audit by or on behalf of the Contractor that assesses the effectiveness of the
Contractor's information security program as relevant to the security and confidentiality of Personal
Information Used by the Contractor or Authorized Persons during the course of this Agreement
under this Exhibit E.
(3) The Contractor shall ensure that all Authorized Persons who Use Personal Information
agree to the same restrictions and conditions in this Exhibit E. that apply to the Contractor with
respect to such Personal Information by incorporating the relevant provisions of these provisions
into a valid and binding written agreement between the Contractor and such Authorized Persons,
or amending any written agreements to provide same.
F. Return or Destruction of Personal Information.
Upon the termination of this Agreement, the Contractor shall, and shall instruct all
Authorized Persons to, promptly return to the County all Personal Information, whether in written,
electronic or other form or media, in its possession or the possession of such Authorized Persons,
in a machine readable form used by the County at the time of such return, or upon the express
prior written consent of the Director, securely destroy all such Personal Information, and certify in
writing to the County that such Personal Information have been returned to the County or disposed
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of securely, as applicable. If the Contractor is authorized to dispose of any such Personal
Information, as provided in this Exhibit E, such certification shall state the date, time, and manner
(including standard) of disposal and by whom, specifying the title of the individual. The Contractor
shall comply with all reasonable directions provided by the Director with respect to the return or
disposal of Personal Information and copies thereof. If return or disposal of such Personal
Information or copies of Personal Information is not feasible, the Contractor shall notify the County
accordingly, specifying the reason, and continue to extend the protections of this Exhibit E to all
such Personal Information and copies of Personal Information. The Contractor shall not retain any
copy of any Personal Information after returning or disposing of Personal Information as required
by this section F. The Contractor's obligations under this section F survive the termination of this
Agreement and apply to all Personal Information that the Contractor retains if return or disposal is
not feasible and to all Personal Information that the Contractor may later discover.
G. Equitable Relief.
The Contractor acknowledges that any breach of its covenants or obligations set forth in
this Exhibit E may cause the County irreparable harm for which monetary damages would not be
adequate compensation and agrees that, in the event of such breach or threatened breach, the
County is entitled to seek equitable relief, including a restraining order, injunctive relief, specific
performance and any other relief that may be available from any court, in addition to any other
remedy to which the County may be entitled at law or in equity. Such remedies shall not be
deemed to be exclusive but shall be in addition to all other remedies available to the County at law
or in equity or under this Agreement.
H. Indemnification.
The Contractor shall defend, indemnify and hold harmless the County, its officers,
employees, and agents, (each, a "County Indemnitee")from and against any and all infringement
of intellectual property including, but not limited to infringement of copyright, trademark, and trade
dress, invasion of privacy, information theft, and extortion, unauthorized Use, Disclosure, or
modification of, or any loss or destruction of, or any corruption of or damage to, Personal
Information, Security Breach response and remedy costs, credit monitoring expenses, forfeitures,
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losses, damages, liabilities, deficiencies, actions,judgments, interest, awards, fines, and penalties
(including regulatory fines and penalties), costs or expenses of whatever kind, including attorney's
fees and costs, the cost of enforcing any right to indemnification or defense under this Attachment
"A" and the cost of pursuing any insurance providers, arising out of or resulting from any third party
claim or action against any COUNTY Indemnitee in relation to CONTRACTOR's, its officers,
employees, or agents, or any Authorized Employee's or Authorized Person's, performance or
failure to perform under this Attachment"A" or arising out of or resulting from CONTRACTOR's
failure to comply with any of its obligations under this section H. The provisions of this section H do
not apply to the acts or omissions of the County. The provisions of this section H are cumulative to
any other obligation of the Contractor to, defend, indemnify, or hold harmless any County
Indemnity under this Agreement. The provisions of this section H shall survive the termination of
this Agreement.
I. Survival.
The respective rights and obligations of the Contractor and the County as stated in this
Exhibit E shall survive the termination of this Agreement.
J. No Third Party Beneficiary.
Nothing express or implied in the provisions of in this Exhibit E is intended to confer, nor
shall anything herein confer, upon any person other than the County or the Contractor and their
respective successors or assignees, any rights, remedies, obligations or liabilities whatsoever.
L. No County Warranty.
The County does not make any warranty or representation whether any Personal Information in the
Contractor's (or any Authorized Person's) possession or control, or Use by the Contractor(or any
Authorized Person), pursuant to the terms of this Agreement is or will be secure from unauthorized
Use, or a Security Breach or Privacy Practices Complaint.
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EXHIBIT F
G GRAN ICUS
Exhibit F: Help Desk Services and Availability
Granicus will provide complete help desk support for administrators and customers of the Granicus Solutions.
Regular support will be available during regular business hours, Monday-Friday; via email or toll-free telephone.
CUSTOMER SUPPORT CONTACT
Hours: 8:00 am- 10:00 pm ET (9:30 am-5:00 pm Europe)
Emergency Support is available 24/7
Please submit support requests via:
• Portal: sul2port.granicus.com
• Email: support@aranicus.com
• Phone: 1-800-314-0147 USA, 0800 032 7764 Europe
Please submit govDelivery Communications Cloud subscriber support only requests to:
• Portal: subscriberhelp.aranicus.com
• Email: subscriberhelp@aranicus.com
• Phone: 1-800-439-1420 USA, 0808 234 7450 Europe
COMMUNICATION SERVICE LEVEL AGREEMENT
Granicus response to support and service requests will be based on four (4) Severity Levels:
Severity Description Examples Initial Customer
Level Response Time
Emergency. Incident • govDelivery's admin.govdelivery.com is down Within one (1) hour
represents a total outage; the or all sending is significantly delayed of notification by
product is unavailable or not • govMeetings web server is running but the the customer of
Level 1 accessible for use application is non-functional or SQL-server occurrence
errors that are not related to hardware
• govAccess website is unreachable by public
users
Severely Impaired. Incident • govDelivery Page Watch sending is delayed by Within four (4)
occurs when a major feature more than 20-30 minutes,or sudden and hours of
of the product is not working significant deliverability issues or intermittent notification by the
and there is no workaround errors or low performance issues for some or customer of
available, or the workaround many customers occurrence
is not acceptable and . Site operational but govMeetings modular
Level 2 impacts the primary usability functionality is non-operational
of the product . govAccess error,where there is no means of
circumvention,that renders an essential
component of the content management tool
non-functioning that did not occur at the time
of the website launch and usually requires
debugging of programming code
granicus.com I info@granicus.com F-1 page 1
EXHIBIT F
G GRAN ICUS
Impaired. Incident occurs • govDelivery system not connecting to social Within one (1)
when a primary feature of the media,single customer app/feature help,or business day of
product is not working as database requests notification by the
Level 3 expected and an . govMeetings system files won't upload, or text customer of
acceptable workaround is not rendering occurrence
available—does not impact • govAccess website works but there are
the basic usability of the problems with presentation
product
Low Impact. Incident that has • Programmatic change to back-end or front- Within three (3)
a limited business impact and end to improve efficiency business days of
Level 4 requests can be scheduled. • Distribution of all patches and upgrades notification of
customer of
occurrence
Resolution time will be based on the service or support request and regular follow-ups will be communicated
with the customer on final resolution. Granicus shall use commercially reasonable efforts to resolve errors
affecting non-essential components of Granicus Solutions, or errors that can be reasonably circumvented but
errors that require debugging of programming code may need to be corrected during the next regular update
cycle.
AVAILABILITY
Availability is defined as the ability of users to access the Granicus Solutions services via the internet. Granicus
represents an up-time guarantee of 99.5% per calendar quarter for its hosted services. Notifications for Granicus
Solutions of any system-wide outages will occur within one hour from the time the issues are first recognized by
Granicus.
Downtime is defined as any time that the Granicus Solutions services are unavailable.
A Site Outage is defined as continuous Downtime, as determined through URL monitoring (HTTP). Downtime
reporting is limited to a Site Outage. Site Outage monitoring is conducted by Granicus utilizing industry-standard
monitoring tools. Reports of Site Outages will be provided on an as-requested basis up to once per calendar
quarter.
A Site Outage does not include Downtime that falls into one or several of the exclusions below:
• Scheduled or routine maintenance
• Caused by force majeure (which shall include any circumstances beyond Granicus's reasonable control,
including but not limited to, acts of God, labor strikes and other labor disturbances, power surges or
failures)
• The first four (4) Site Outages in any given quarter that are corrected within fifteen (15) minutes of their
start
• The first five (5) minutes of any Site Outage is a grace period and will not be considered Downtime under
any circumstances
o Example: a Site Outage of fourteen (14) minutes in duration that is one of the first four (4) such
outages in a given quarter would not result in any Downtime,while a Site Outage of sixteen (16)
minutes would result in eleven (11) minutes of Downtime. After four (4) Site Outages of between
five (5) and fifteen (15) minutes in a quarter, all Site Outage time over five (5) minutes for any
one instance will count as Downtime.
granicus.com I info@granicus.com F-2 page 2
EXHIBIT F
G GRAN ICUS
• For govAccess, Granicus is not responsible for errors associated with denial of service attacks, distributed
denial of service attacks, or customer DNS
Any credit provided under this service level agreement will be referred to as an Outage Credit. The Outage
Credit shall be applied as additional subscription days for the customer's affected Granicus Solutions and will
be added to the end of the then-current period of performance and shall be provided upon the customer's
request.
Outage Credit is limited to a Site Outage. In no event shall any credit for a particular calendar quarter exceed
the seven (7) days of Outage Credit. Granicus shall have the ability to determine at its reasonable discretion
whether Downtime has occurred.
Per calendar quarter, Granicus will provide Outage Credit as follows:
Site Outage per Quarter Amount of Outage Credit
(Unless Otherwise Specified Below) (Unless Otherwise Specified Below)
99.5% No Outage Credit
99.4% 1 day credit
98% 3 days credit
97%or less 7 days credit
SCHEDULED MAINTENANCE
govDelivery. Scheduled maintenance typically occurs every thirty (30) days with average Downtime required
being less than thirty (30) minutes. Planned or routine maintenance is limited to two (2) hours per week. Total
scheduled Downtime for the year will not typically exceed twenty (20) hours.
govMeetings. Scheduled maintenance will take place between 11:00 pm-4:00 am ET on Fridays. Granicus, will
provide the customer with at least two (2) days' notice for any scheduled maintenance. All system
maintenance will be performed during these times, except for emergency maintenance. In the case that
emergency maintenance is required, the customer will be provided as much advance notice as possible.
Granicus will clearly post that the site is down for maintenance and the expected duration of the
maintenance.
govAccess.Scheduled maintenance will take place between 1:00 am-4:00 am ET every Monday.
govService. Planned or routine maintenance is limited to two (2) hours and typically occurs every two (2) weeks.
All Solutions. Notifications will be posted on status.granicusops.com. Email notifications for these products can
be subscribed to from that page.
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EXHIBIT F
G GRAN ICZJS
HARDWARE REPLACMENT
For hardware issues requiring replacement (where applicable), Granicus shall respond to the request made by
the customer within one (1) business day. Hardware service repair or replacement will occur within four (4)
business days of the request by the customer, not including the time it takes for the part to ship and travel to
the customer. The customer shall grant Granicus or its representatives access to the equipment for the purpose
of repair or replacement at reasonable times. Granicus will keep the customer informed regarding the time
frame and progress of the repairs or replacements.
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