HomeMy WebLinkAboutAgreement A-19-191 with Granicus, LLC.pdfAgreement No. 19-191
1 AGREEMENT
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3 THIS AGREEMENT is made and entered into this 7 th day of May, 2019, by and between the
4 COUNTY O F FRESNO, a Political Subdivision of the State of California , hereinafter referred to as
5 "COUNTY", and G ran icus, LLC dba Granicus, a Minnesota Limited Liability Company, whose address is
6 408 Saint Peter Street, Suite 600 Saint Paul, Minnesota 55102, hereinafter referred to as
7 "CONTRACTOR". COUNTY and CONTRACTOR may each be referred to herein as "PARTY" or
8 collectively as "PARTIES".
9 W I T N E S S E T H :
10 WHEREAS, COUNTY OF FRESNO has utilized the proprietary software systems from South Tech
11 Systems, Inc. since 2004 to enhance the various processes within the Clerk Services and Elections
12 Divisions of the County Clerk-Elections Department; and
13 WHEREAS, CONTRACTOR is qualified to provide the products and services identified herein to
14 enable the COUNTY to provide elections services mandated by State law and other services to the public.
15 NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
16 contained, the parties hereto agree as follows:
17 1 . OBLIGATIONS OF THE CONTRACTOR
18 A. CONTRACTOR will provide telephone and remedial diagnostics and support
19 during CONTRACTOR'S normal working h ours so that each Software Product , namely, "ClerkDocs™",
20 "Online Marriage™", "Online FBN", "Cornerstone™ Cashiering/Fee Accounting", "ChecklogTM",
21 "CampaignDocs™", "WebPublisher™", and "eCampaign ™" software manufactured by CONTRACTOR,
22 (described, in Exhibit "A" attached hereto, incorporated herein by this reference) w ill operate on designated
23 system(s) in all material respects as described in the then current user documentation for such support
24 product. CONTRACTOR shall provide form changes and other Specialized Services under this
25 Agreement. (See Exhibit "A ", Schedule A).
26 B. CONTRACTOR will provide telephone support for up to twenty-four (24), or as
27 modified by the PARTIES' mutual agreement, hours per a twelve month period.
28 C. CONTRACTOR will provide general consulting services, which include general
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1 support for standard operations and application support.
2 D.CONTRACTOR will periodically deliver one (1) copy of the updates for each
3 software product to the primary contact for the designated system(s) as these updates are provided to
4 CONTRACTOR.
5 E.CONTRACTOR will continue to provide support for the previous revision of a
6 software product for a period of 180 days following release of a software product update.
7 F.CONTRACTOR will ship software updates, documentation and general support
8 material through use of electronic delivery only using e-mail or file transfer protocol (FTP).
9 2.OBLIGATIONS OF THE COUNTY
10 A.COUNTY shall be licensed for all software products for which support services are
11 requested.
12 B.COUNTY shall load and test new revisions of the software product within two (2)
13 weeks of their release date.
14 C.COUNTY shall maintain a remote dial-in support capability as specified by
15 CONTRACTOR and not limit or otherwise restrict CONTRACTOR access to the system or information
16 pertaining to the reported problem.
17 D.COUNTY shall perform reasonable software/hardware tests upon request from
18 the CONTRACTOR Support Center personnel.
19 E.COUNTY will implement each patch, bypass or work around update or other
20 solution to such problem provided by CONTRACTOR in a timely manner.
21 F.COUNTY agrees to return upon CONTRACTORS request and at COUNTY'S
22 expense, any loaned media or equipment.
23 G.COUNTY is responsible for acquiring and maintaining current release levels of
24 non-update products as recommended by CONTRACTOR.
25 3.USE OF CONTRACTOR PRODUCTS AND SERVICES AND PROPRIETARY RIGHTS
26 A._The CONTRACTOR Products and Services (further described as "Software
27 Products" and "Software" in Exhibit A) are purchased by COUNTY as subscriptions
28 during an Order Term (as described in section 4. TERM herein) specified in this
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Agreement. Additional CONTRACTOR Products and Services may be added during
an Order Term.
B.Subject to the terms and conditions of this Agreement, CONTRACTOR hereby
grants during each Order Term, and COUNTY hereby accepts, solely for its internal
use, a worldwide, revocable, non-exclusive, non-transferrable right to use the
CONTRACTOR Products and Services to the extent allowed in this Agreement
(collectively the "Permitted Use"). The Permitted Use shall also include the right,
subject to the conditions and restrictions set forth herein, to use the CONTRACTOR
Products and Services up to the levels limited in this Agreement.
C.Data uploaded into CONTRACTOR Products and Services must be brought in
from COUNTY sources (interactions with end users and opt-in contact lists). COUNTY
cannot upload purchased contact information into CONTRACTOR Products and
Services without CONTRACTOR'S written permission and professional services
support for list cleansing.
D.Passwords are not transferable to any third party. COUNTY is resp onsible for
keeping all passwords secure and all use of the CONTRACTOR Products and
Services accessed through COUNTY'S passwords.
E.COUNTY can only use CONTRACTOR Products and Services to share content
that is created by and owned by COUNTY and/or content for related organizations
provided that it is in support of other organizations but not as a primary communication
vehicle for other organizations that do not have a CONTRACTOR subscription. Any
content deemed inappropriate for a public audience or in support of programs or topics
that are unrelated to COUNTY, can be removed or limited by CONTRACTOR.
F.Any text, data, graphics, or any other material displayed or published on
COUNTY's website must be free from violation of or infringement of copyright,
trademark, service mark, patent, trade secret, statutory, common law or proprietary or
intellectual property rights of others. CONTRACTOR is not responsible for content
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migrated by Client or any third party.
G.CONTRACTOR Products and Services shall not be used to promote products or
services available for sale through COUNTY or any third party unless approved in
writing, in advance, by CONTRACTOR. CONTRACTOR reserves the right to request
and review the details of any agreement between COUNTY and a third party that
compensates COUNTY for the right to have information included in Content
distributed or made available through CONTRACTOR Products and Services prior to
approving the presence of Advertising within CONTRACTOR Products and Services.
H.COUNTY shall not:
1)Misuse any CONTRACTOR resources or cause any disruption, including
but not limited to, the display of pornography or linking to pornographic
material, advertisements, solicitations, or mass mailings to individuals who
have not agreed to be contacted;
2)Use any process, program, or tool for gaining unauthorized access to the
systems, networks, or accounts of other parties, including but not limited to,
other CONTRACTOR customers;
3)COUNTY must not use the CONTRACTOR Products and Services in a
manner in which system or network resources are unreasonably denied to
other CONTRACTOR clients;
4)COUNTY must not use the Services as a door or signpost to another server.
5)Access or use any portion of CONTRACTOR Products and Services,
except as expressly allowed by this Agreement;
6)Disassemble, decompile, or otherwise reverse engineer all or any portion of
the CONTRACTOR Products and Services;
7)Use the CONTRACTOR Products and Services for any unlawful purposes;
8)Export or allow access to the CONTRACTOR Products and Services in
violation of U.S. laws or regulations;
9)Except as expressly permitted in this Agreement, subcontract, disclose,
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rent, or lease the CONTRACTOR Products and Services, or any portion
thereof, for third party use; or
10)Modify, adapt, or use the CONTRACTOR Products and Services to develop
any software application intended for resale which uses the CONTRACTOR
Products and Services in whole or in part.
I.COUNTY assigns to CONTRACTOR any suggestion, enhancement, request,
7 recommendation, correction or other feedback provided by COUNTY relating to the
8 use of the CONTRACTOR Products and Services. CONTRACTOR may use such
9 submissions as it deems appropriate in its sole discretion.
10 J.Subject to the limited rights expressly granted hereunder, CONTRACTOR
11 and/or its licensors reserve all right, title and interest in the CONTRACTOR Products
12 and Services, the documentation and resulting product including all related
13 intellectual property rights. Further, no implied licenses are granted to COUNTY. The
14 CONTRACTOR name, the CONTRACTOR logo, and the product names associated
15 with the services are trademarks of CONTRACTOR or its suppliers, and no right or
16 license is granted to use them.
17 4.TERM
18 The term of this Agreement shall be for a period of three (3) years, commencing on the 15th day of
19 April, 2019 through and including the 14th day of April, 2022. This Agreement may be extended for two (2)
20 additional consecutive twelve (12) month periods upon written approval of both parties no later than thirty
21 (30) days prior to the first day of the next twelve (12) month extension period. The County Clerk/Registrar
22 of Voters or his or her designee is authorized to execute such written approval on behalf of COUNTY based
23 on CONTRACTOR'S satisfactory performance.
24 5.TERMINATION
25 A.Non-Allocation of Funds -The terms of this Agreement, and the services to be
26 provided hereunder, are contingent on the approval of funds by the appropriating government agency.
27 Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
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1 terminated, at any time by giving the CONTRACTOR thirty (30) days advance written notice.
2 B.Breach of Contract -The COUNTY or CONTRACTOR may immediately suspend or
3 terminate this Agreement in whole or in part, where in the determination of the COUNTY or CONTRACTOR
4 there is:
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An illegal or improper use of funds;
A failure to comply with any term of this Agreement;
A substantially incorrect or incomplete report submitted to the COUNTY;
8 4)Improperly performed service.
9 In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any breach
10 of this Agreement or any default which may then exist on the part of the CONTRACTOR. Ne ither shall such
11 payment impair or prejudice any remedy available to the COUNTY with respect to the breach or default.
12 C.Without Cause -Under circumstances other than those set forth above, this
13 Agreement may be terminated by COUNTY upon the giving of ninety (90) days advance written notice of
14 an intention to terminate to CONTRACTOR.
15 6.COMPENSATION/INVOICING: COUNTY agrees to pay CONTRACTOR and CONTRACTOR
16 agrees to receive compensation as outlined in Attachment "A," Schedule "A" which is incorporated herein
17 as to set forth in full by this reference. The hourly rates for professional services are outlined in Schedule
18 "B." CONTRACTOR shall submit annual invoices to the County of Fresno, County Clerk/Registrar of
19 Voters, 2221 Kern Street, Fresno, California 93721.
20 In no event shall services performed under this Agreement be in excess of Two Hundred Eighty-
21 Four Thousand, Three Hundred Seventeen Dollars and One Cent ($284,317.01) during the term of this
22 Agreement. It is understood that all expenses incidental to CONTRACTOR'S performance of services
23 under this Agreement shall be borne by CONTRACTOR. CONTRACTOR shall allow a minimum term of
24 Forty-Five (45) days for net payment after an invoice has been approved by the COUNTY.
25 7.INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed
26 by CONTRACTOR under this Agreement, it is mutually understood and agreed that CONTRACTOR,
27 including any and all of the CONTRACTOR'S officers, agents, and employees will at all times be acting and
28 performing as an independent contractor, and shall act in an independent capacity and not as an officer,
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1 agent, servant, employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY
2 shall have no right to control or supervise or direct the manner or method by which CONTRACTOR shall
3 perform its work and function. However, COUNTY shall retain the right to administer this Agreement so as
4 to verify that CONTRACTOR is performing its obligations in accordance with the terms and conditions
5 thereof.
6 CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and
7 regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
8 Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right
9 to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable
10 and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In
11 addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating
12 to payment of CONTRACTOR'S employees, including compliance with Social Security withholding and all
13 other regulations governing such matters. It is acknowledged that during the term of this Agreement,
14 CONTRACTOR may be providing services to others unrelated to the COUNTY or to this Agreement.
15 8.MODIFICATION: Any matters of this Agreement may be modified from time to time by the
16 written consent of all the parties without, in any way, affecting the remainder.
17 9.NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor
18 their rights or duties under this Agreement without the prior written consent of the other party (such consent
19 not to be unreasonably withheld); provided, however, that either Party may assign this Agreement without
20 the other Party's consent in the event of any successor or assign that has acquired all, or substantially all,
21 of the assigning Party's business by means of merger, stock purchase, asset purchase, or oth erwise. Any
22 assignment or attempted assignment in violation of this Agreement shall be null and void.
23 10.LIMITATION OF LIABILITY:
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A.EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES
UNDER NO CIRCUMSTANCES SHALL CONTRACTOR BE LIABLE FOR ANY SPECIAL,
INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER AN ACTION
IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER,
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CONTRACTOR SHALL NOT BE LIABLE FOR: (A) ERROR OR INTERRUPTION OF USE OR
FOR LOSS OR INACCURACY OR CORRUPTION OF COUNTY DATA; (8) COST OF
PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) LOSS OF
BUSINESS; (D) DAMAGES ARISING OUT OF ACCESS TO OR INABILITY TO ACCESS THE
SERVICES, SOFTWARE, CONTENT , OR RELATED TECHNICAL SUPPORT; OR (E) FOR ANY
MATTER BEYOND CONTRACTOR' REASONABLE CONTROL, EVEN IF CONTRACTOR HAS
BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES OR DAMAGES.
B.LIMITATION OF LIABILITY
IN NO INSTANCE SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY
FOR DIRECT DAMAGES UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR
OTHERWISE) EXCEED THE FEES PAID BY COUNTY FOR THE CONTRACTOR PRODUCTS
AND SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE THE
DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT
DAMAGES. NEITHER PARTY MAY INSTITUTE AN ACTION IN ANY FORM ARISING OUT OF
NOR IN CONNECTION WITH THIS AGREEMENT MORE THAN lWO (2) YEARS AFTER THE
CAUSE OF ACTION HAS ARISEN. THE ABOVE LIMITATIONS WILL NOT LIMIT COUNTY'S
PAYMENT OBLIGATIONS UNDER SECTION 4ABOVE.
11.INDEMNIFICATION
A INDEMNIFICATION BY CONTRACTOR.
CONTRACTOR will defend COUNTY from and against all losses, liabilities, damages
and expenses arising from any claim or suit by a third party unaffiliated with either Party to this
Agreement ("Claims") and shall pay all losses, damages, liabilities, settlements, judgments, awards,
interest, civil penalties, and reasonable expenses (collectively, "Losses," and including reasonable
attorneys' fees and court costs), to the extent arising out of any Claims by any third party that
CONTRACTOR Products and Services infringe a valid U.S. copyright or U.S. patent issued as of
the date of the applicable Order or SOW or this Agreement. In the event of such a Claim, if
CONTRACTOR determines that an affected Order or SOW or this Agreement is likely, or if the
solution is determined in a final, nonappealable judgment by a court of competent jurisdiction, to
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infringe a valid U.S. copyright or U.S. patent issued as of the date of the applicable Order or SOW,
CONTRACTOR will, in its discretion: (a) replace the affected CONTRACTOR Products and
Services; (b) modify the affected CONTRACTOR Products and Services to render it non-infringing;
or (c) terminate this Agreement or the applicable Order or SOW with respect to the affected solution
and refund to COUNTY any prepaid fees for the then-remaining or unexpired portion of the Order or
SOW or this Agreement term. Notwithstanding the foregoing, CONTRACTOR shall have no
obligation to indemnify, defend, or hold COUNTY harmless from any Claim to the extent it is based
upon: (i) a modification to any solution by COUNTY (or by anyone under COUNTY's direction or
control or using logins or passwords assigned to COUNTY); (ii) a modification made by
CONTRACTOR pursuant to COUNTY's required instructions or specifications or in reliance on
materials or information provided by COUNTY; or (iii) COUNTY's use (or use by anyone under
COUNTY's direction or control or using logins or passwords assigned to COUNTY) of any
CONTRACTOR Products and Services other than in accordance with this Agreement. This Section
11.A. sets forth COUNTY's sole and exclusive remedy, and CONTRACTOR's entire liability, for
any Claim that the CONTRACTOR Products and Services or any other materials provided by
CONTRACTOR violate or infringe upon the rights of any third party.
B.INDEMNIFICATION BY COUNTY
COUNTY shall defend, indemnify, and hold CONTRACTOR harmless from and
against any Claims, and shall pay all Losses, to the extent arising out of or related to (a) COUNTY's
(or that of anyone authorized by COUNTY or using logins or passwords assigned to COUNTY) use
or modification of any CONTRACTOR Products and Services; (b) any COUNTY content; or (c)
COUNTY's violation of applicable law.
C.DEFENSE
With regard to any Claim subject to indemnification pursuant to this Section 11: (a) the
Party seeking indemnification ("Indemnified party") shall promptly notify the indemnifying Party upon
becoming aware of the Claim; (b) the indemnifying Party shall promptly assume sole defense and
control of such Claim upon becoming aware thereof; and (c) the indemnified Party shall reasonably
cooperate with the indemnifying Party regarding such Claim. Nevertheless, the indemnified Party
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1 may reasonably participate in such defense, at its expense, with counsel of its choice, but shall not
2 settle any such Claim without the indemnifying Party's prior written consent. The indemnifying Party
3 shall not settle or compromise any Claim in any manner that imposes any obligations upon the
4 indemnified Party without the prior written consent of the indemnified Party.
5 12.INSURANCE
6 Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third
7 parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance
8 policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or
9 Joint Powers Agreement (JPA) throughout the term of the Agreement:
10 A Commercial General Liability
11 Commercial General Liability Insurance with limits of not less than Two Million Dollars
12 ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
13 policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
14 completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
15 liability or any other liability insurance deemed necessary because of the nature of this contract.
16 B.Automobile Liability
17 Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars
18 ($1,000,000.00) per claim for bodily injury and for property damages. Coverage should include any auto
19 used in connection with this Agreement.
20 C.Professional Liability
21 If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in
22 providing services, Professional Liability Insurance with limits of not less than One Million Dollars
23 ($1,000,000.00) per claim, Three Million Dollars ($3,000,000.00) annual aggregate.
24 D.Worker's Compensation
25 A policy of Worker's Compensation insurance as may be required by the California Labor
26 Code.
27 E.CONTRACTOR shall obtain endorsements to the Commercial General Liability
28 insurance covering the County of Fresno, its officers, agents, and employees, individually and collectively,
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1 as additional insured, but only insofar as the operations under this Agreement are concerned. Such
2 coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance,
3 maintained by COUNTY, its officers, agents and employees shall be excess only and not contributing with
4 insurance provided under CONTRACTOR's policies herein. CONTRACTOR shall provide notice to
5 COUNTY prior to the cancellation of any of insurance policy referenced herein this Agreement.
6 CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and
7 employees any amounts paid by the policy of worker's compensation insurance required by this
8 Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be
9 necessary to accomplish such waiver of subrogation, but CONTRACTOR's waiver of subrogation under
10 this paragraph is effective whether or not CONTRACTOR obtains such an endorsement.
11 Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement,
12 CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the
13 foregoing policies, as required herein, to the County of Fresno, (Name and Address of the official who will
14 administer this contract), stating that such insurance coverage have been obtained and are in full force; that
15 the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the
16 policies; that such Commercial General Liability insurance covers the County of Fresno, its officers, agents
17 and employees, individually and collectively, as additional insured, but only insofar as the operations under
18 this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance
19 and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees,
20 and shall be excess only and not contributing with insurance provided under CONTRACTOR's policies
21 herein.
22 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein
23 provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
24 Agreement upon the occurrence of such event.
25 All policies shall be issued by admitted insurers licensed to do business in the State of California,
26 and such insurance shall be purchased from companies possessing a current AM. Best, Inc. rating of A
27 FSC VII or better.
28 13.AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time during business
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1 hours, and as often as the COUNTY may deem necessary, make available to the COUNTY for examination
2 all of its records and data with respect to the matters covered by this Agreement. The CONTRACTOR
3 shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of such records and data
4 necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement.
5 If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to
6 the examination and audit of the Auditor General for a period of three (3) years after final payment under
7 contract (Government Code Section 8546. 7).
8 14.NOTICES: The persons and their addresses having authority to give and receive notices
9 under this Agreement include the following:
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COUNTY
COUNTY OF FRESNO
County Clerk/Registrar of Voters
2221 Kern Street
Fresno, California 93721
CONTRACTOR
Granicus, LLC dba Granicus
Vice President of Legal
408 Saint Peter Street, Suite 600
Saint Paul Minnesota 55102
13 All notices between the COUNTY and CONTRACTOR provided for or permitted under this
14 Agreement must be in writing and delivered either by personal service, by first-class United States mail, by
15 an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by
16 personal service is effective upon service to the recipient. A notice delivered by first-class Un ited States
17 mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid,
18 addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one
19 COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid,
20 with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by
21 telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission is
22 completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at the
23 next beginning of a COUNTY business day), provided that the sender maintains a machine record of the
24 completed transmission. For all claims arising out of or related to this Agreement, nothing in this section
25 establishes, waives, or modifies any claims presentation requirements or procedures provided by law,
26 including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code,
27 beginning with section 810).
28 15.GOVERNING LAW: Venue for any action arising out of or related to this Agreement shall
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1 only be in Fresno County, California.
2 The rights and obligations of the parties and all interpretation and performance of this Agreement
3 shall be governed in all respects by the laws of the State of California.
4 16. DISCLOSURE OF SELF-DEALING TRANSACTIONS
5 This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit
6 or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes its status
7 to operate as a corporation.
8 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing transactions
9 that they are a party to while CONTRACTOR is providing goods or performing services under this
10 agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a party
11 and in which one or more of its directors has a material financial interest. If applicable, members of the
12 Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and
13 signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit B and incorporated
14 herein by reference, and submitting it to the COUNTY prior to commencing with the self-dealing
15 transaction or immediately thereafter.
16 17.PUBLIC RECORDS ACT. If the COUNTY receives a request under the California Public
17 Records Act (California Government Code, beginning with section 6250) (CPRA") or a similar law
18 to disclose any document that is in CONTRACTOR's possession but which the COUNTY may
19 review, request, or obtain from CONTRACTOR under this Agreement, then COUNTY will
20 promptly notify CONTRACTOR and request the responsive documents that may be in the
21 possession of CONTRACTOR. The notification shall be in writing, which may include but Is not
22 limited to email addressed to the appropriate key person or persons. Upon receiving that
23 notification, CONTRACTOR has five business days in which to provide responsive documents,
24 using the procedure provided in this section of the Agreement. Granicus shall promptly inform
25 County if Granicus believes that five business days are not sufficient time in which to respond.
26 Granicus shall Indemnify County for any award of Costs or attorneys fees under the CPRA that
27 results from Granicus' use of the procedure provided in this section of the Agreement.
28 A.If County for any reason requests any records, data, or documents from
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Granicus and Granicus believes that the responsive documents contain trade
secrets, proprietary information, or other information that is subject to legal privilege
or separate legally-enforceable obligation of Granicus to withhold, then Granicus
may do the following:
1)Granicus may redact the records or data before providing them, if that is
practicable, or withhold the records or data if redaction is not practicable.
2)If Granicus redacts or withholds any documents, it shall provide a
privilege log describing what has been redacted or withheld and identifying
the legal privilege or legally-enforceable obligation that is the reason for
the redaction or withholding.
3)If Granicus requests documents because of a CPRA request and
Granicus redacts or withholds any documents, Granicus shall also identify
the specific provision of the CPRA (by citation to the California
Government Code) which Granicus believes would authorize County to
redact or withhold the documents requested.
AUTHORITY TO EXECUTE AGREEMENT. Each person signing this Agreement warrants
17 they have the authority, as a duly authorized representative of the entity, to bind that entity to all terms and
18 provisions of this Agreement.
19 19. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the
20 CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous
21 Agreement negotiations, proposals, commitments, writings, advertisements, publications, and
22 understanding of any nature whatsoever unless expressly included in this Agreement The parties have
23 attached hereto as Exhibit "A" CONTRACTOR'S proposed form of agreement and schedules hereto.
24 However, Exhibit "A" and its schedules do not control over the terms of this Agreement. In the event of any
25 inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be
26 resolved by giving precedence in the following order of priority: (1) the text of this Agreement (excluding
27 Exhibit "A"); (2) the text of this Agreement including Schedule "B" of Exhibit "A"; (3) the text of this
28 Agreement including Schedule "A" and Schedule "B" of Exhibit "A"; and (4) the text of this agreement and
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1 Exhibit "A" inclusive of all Schedules.
2 Ill
3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
4 first hereinabove written .
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Sut'-1-e ~oc,
(< I V ('i,--S ,Je!. , c A: 1 z S-o s
Mailing Address '
FOR ACCOUNTING USE ONLY:
Fund:0001
Subclass: 10000
ORG:28500700
Account:7309
COUNTY OF FRESNO
---::?S.:S -are--:?-
Nathan Magsig , Chairman of the Board of
Supervisors of the County of Fresno
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
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EXHIBIT A
Fresno County Clerk/ Registrar of Voters
<�� .•G"RAN ICUS
ClerkDocs MarriageTM
ClerkDocs MarriageTM Online
ComerStoneTM (Cashiering/Fee Accounting)
CampaignDocsTM
W ebPublisher™
eCampaign TM
ClerkDocs PassportTM
ClerkDocs PassportTM Online
ClerkDocs FBN™ Premium
ClerkDocs FBN™ Premium Online
CheckLog TM
Software Maintenance and Technical Support
Agreement
For the Period of
April 15, 2019 to April 14, 2022
Granicus, LLC
4181 Flat Rock Drive, Suite 300
Riverside, CA 92505
(951)354-6104
Granicus, LLC -Fresno County 2019-2022
GRANICUS, LLC,
SOFTWARE SUBSCRIPTION AND SUPPORT AGREEMENT
This Exhibit B to the Agreement is between Granicus, LLC, aa Minnesota Limited Liability
Company, herein referred to as GRANICUS, LLC, and County of Fresno (Clerk and Registrar of
Voters), herein referred to as "Customer".
Billing Address: Fresno County Clerk
2221 Kern Street
Fresno, CA 93 721
Contact: Brandi L. Orth
Phone: (559)600-3013
Contract Term: April 15, 2019 to April 14, 2022
Contract Amount : $284,317.01
Equipment Location: Fresno County, 2221 Kern Street, Fresno, CA 93721
Primary Contact: Ravi Gill
Phone: (559) 600-3027
Email address: rsgill(cv,fresnocountvca.gov
Granicus, LLC agrees to provide and the Customer agrees to accept software services on the
software listed on the attached Schedule A and Schedule B for the prices indicated under the
terms and conditions of this agreement.
Granicus, LLC -Fresno County 2019-2022
1.TERM
Intentionally Left Blank.
2.DEFINITIONS
2.1 "Software Product(s)" is "ClerkDocs™", "Online Marriage", "Online FBN",
"ComerStone TM Cashiering/Fee Accounting", "CheckLog ™", "CampaignDocs ™",
"WebPublisher™", and "eCampaign™", and including Products listed on page 1 of Schedule
A, software manufactured by Granicus, LLC.
2.2 "Software" means the Granicus, LLC computer program product(s) identified as eCampaign
and the modules that have been identified in the section called Scope of License ( section 3 .1
herein). "Software" includes Major Releases or Upgrades and/or Maintenance Releases or
Updates and/or Patches or Hot Fixes that Granicus, LLC makes commercially available to
customers under this Agreement ( or equivalent contract accepted by Granicus, LLC) for
which the applicable fee has been paid. Software also includes all related documentation,
user manuals, operator instructions and other materials used in conjunction with the Software
and provided by Granicus, LLC.
2.3 "Designated System(s)" is the authorized system on which the Customer intends to use the
product.
2.4 "System Support Site" is the location at which one or more Designated Systems are ins talled.
2.5 "Principal System" is the Designated System on which the Software Product is installed, and
must be located at the System Support Site.
2.6 "Service Fee" is the fee currently charged for maintenance with respect to a particular
Software Product as configured for a particular Designated System. If the Software Product
is specified by number of users, then the "Service Fee" for the Principal System will be for
the largest number of users ordered by Customer.
2.7 "Updates" are all error corrections, minor extensions and other changes made by Granicus,
LLC to a Software Product.
2.8 "Major Update" is a new version of the Software Product offering extended capabilities or
enhanced performance. "Major Updates" are not covered by Software Maintenance, but
available to the customer for a discounted price.
2.9 "Non-Update Product" is a Software Product developed and manufactured by a Third Party
and distributed by Granicus, LLC will provide general operational support and service, but
updates are available through the Third Party exclusively.
Granicus, LLC -Fresno County 2019-2022
2.10 "Primary Contact" is the person authorized by Customer to request service from Granicus,
LLC and to whom all updates will be sent on behalf of Customer. Customer will provide
Granicus, LLC written notification of any change in the Primary Contact.
2.1 1 "Software Releases" include the following.
a)A "Patch or Hot Fix" or "Update or Rapid Improvement" may contain single or multiple
bug fixes. Patches must be installed on top of a Major Release or a Maintenance Release
and cannot be used independently.
b)A "Maintenance Release" or "Update Release" contains bug fixes or limited new
functionality. A Maintenance Release or Update Release is designed to provide an
incrementally more stable Software environment.
c)A "Major Release" or "Upgrade" is designed to provide new features or functions or to
improve perfonnance. A Major Release may also contain bug fixes and will have
undergone quality assurance testing prior to release.
d)Software release designations shall follow the format X. YY .zzzz, where X refers to the
Major Release or Upgrade Release level, YY refers to the Maintenance Release or Update
Release level, and ZZZZ refers to the Patch or Hot Fix level.
2.12 "Active Filer" is an individual who has current Campaign filing obligations, including
separate filings for multiple offices or ballots. The term does not include individual filers
who have terminated positions and who have received the Fair Political Practices
Commission's required notices.
2.13 "System User" is a user with administrative level access to the Software.
3.GRANT OF LICENSE AND USE; SOFTWARE DELIVERY;
PAYMENT
3.1 Scope of License. Subject to Customer's compliance with this Agreement, Granicus, LLC
hereby grants to Customer a perpetual, non-exclusive, non-transferable license (without rights to
sublicense or to use in a service bureau environment), to use the Software as designed, including
user documentation which are delivered to Customer by Granicus, LLC under this Agreement for
Customer's internal business purposes only. License to Patches, Maintenance Releases an d/or
Update Releases and subsequent Major or Upgrade Releases to such computer program
product(s) requires an active Annual Maintenance and Technical Support Agreement, as
provided for in Schedules A and B with this Exhibit B. Customer shall not copy ( other than for
archival purposes), modify, transfer to another entity, or use the Software in whole or in part,
except as expressly provided for in this Agreement or authorized in the applicable purchase order
or proof of license purchase. Software may not be exported, rented, leased, or used to process the
data of others.
The Software Module included in the Scope of this License is the eCampaign system module and
includes the following: The modules that have already been purchased by the County and are
supported by Granicus, LLC which include ClerkDocsTM, Online Apps, MarriageTM Online,
FBN™ Premium Online, Passp01t™ Online, Cornerstone™ (Cashiering/Fee Accounting),
CheckLog™, CampaignDocs™, and WebPublisher™.
Granicus, LLC -Fresno County 2019-2022
3 .2 Delivery and Installation. The Software and User Guides will be provided by Granicus, LLC
electronically via FTP.
3.3 Software License Fee. Customer has previously paid the one time license fee for the
Software Module included in the Scope of License listed in section 3.1 herein ("Software
Module") and no further license fee shall be charged Customer for the Software Module.
Customer's previously paid one time license fee for the Software Module includes the initial
Configuration, Data Imp01i, Training and Roll Out. In order to receive Software Updates to the
Software Module in section 3.1 and Maintenance and Support for the Software Updates
Customer needs to maintain the Annual Maintenance and Technical Support Agreement
(Schedule A and Schedule B). The Annual Maintenance and Technical Support Fee as provided
in Schedule A and Schedule B is fixed for the first 5 years.
In addition, if additional modules to those listed in section 3.1 herein are needed, the Customer
shall contact Granicus, LLC to upgrade the Software License. The upgrade fee for additional
modules will be prorated based on which modules are being added. Granicus, LLC has the right
to utilize an electronic monitoring tool to report the number of CampaignDocs / eCampaign filers
in your organization's system at any given time.
4.GRANICUS RESPONSIBILITIES
4.1 Granicus, LLC will provide telephone and remedial diagnostics and support during
Granicus, LLC normal working hours so that each Software Product listed on
Schedule A will operate on a Designated System(s) in all material respects as described in
the then current user documentation for such product. Diagnostic maintenance for the
System Support Site will include action to verify the problem's existence and to determine
conditions under which such problems may re-occur. This shall include problem isolation to
hardware or Granicus, LLC software. After such verification and determination, that a
Granicus, LLC software problem exists, Granicus, LLC will, at its option and expense,
provide one of the following:
4.1.1 An immediate patch for the problem;
4.1.2 A temporary bypass or work around for the problem;
4.1.3 A statement that the problem will be corrected in the next update release;
4.1.4 A statement that the problem will be reported to the Third Party of the Non-Update
Product;
4.1.5 A statement that more information about the problem is required;
4.1.6 A statement that the Software Product operates substantially as described in its current
user documentation or that the problem arises when such product is used in a manner not
intended for such product design.
4.2 Granicus, LLC will provide telephone support for up to twenty four (24) hours per a twelve
month period ( calculated as two hours per month for the term of the agreement; but the 24
hours may be used at any time within the 12 month period). As part of this 24 hours per
twelve month telephone support, Granicus, LLC will provide general consulting services,
Granicus, LLC -Fresno County 2019-2022
which include general support for standard operations and application support. Granicus,
LLC will bill Customer at the then current rates for support in excess of twenty four hours
per year at the scheduled rates for technical support. Telephone support is measured in 30-
minute increments of time
4.3 Granicus, LLC will periodically deliver one (1) copy of the updates for each Software
Product to the Primary Contact for the Designated System(s) as these updates are provide d
by Granicus, LLC. This service is not available for Non-Update Products.
4.4 Under this Agreement, Granicus, LLC is unable to provide updates on specific Third Party
package software (e.g. Microsoft products: Windows Operating System, Word, SQL, etc.). It
is the end-user's responsibility to register all Third Party products with the appropriate
vendor.
4.5 Granicus, LLC will periodically deliver one (1) copy of the update notices for the Software
Products when received from Third Paity to the Primary Contact for the Designated
System(s).
4.6 Granicus, LLC will continue to provide support for the previous revision of a Software
Product for a period of 180 days following release of a Software Product Update.
4.7 Granicus, LLC will ship software updates, documentation and general support material using
standard surface priority or through use of electronic delivery using e-mail or file transfer
protocol (FTP).
5.SERVICE LIM/TA TION
5 .1 In no event will Granicus, LLC be liable for any loss of profits or any special, indirect or
consequential damages in connection with providing or failing to provide the services
described herein.
6.CUSTOMER RESPONSIBILITIES
6.1 Customer shall be licensed for all Software Products for which support services are
requested.
6.2 Customer shall load and test new revisions of the Software Product within two (2) weeks of
their release date.
6.3 Customer shall maintain a remote dial-in support capability as specified by Granicus, LLC
and not limit or otherwise restrict Granicus, LLC access to the system or information
pertaining to the reported problem. All such information derived by Granicus, LLC shall be
kept in strict confidence.
6.4 Customer shall perform reasonable software/hardware tests upon request from the Granicus,
LLC Customer Support Center personnel.
Granicus, LLC -Fresno County 2019-2022
6.5 Customer shall agree to automatic amendment to attached Schedule A to reflect shipment of
Software Products not previously shipped to Customer and additional copies of Software
Products for use on Designated System(s).
6.6 Customer agrees to implement each patch, bypass or work around update or other solution to
such problem provided by Granicus, LLC in a timely manner. Failure to do so releases
Granicus, LLC from any obligation to further supp01i the software.
6.7 Customer agrees to return upon request and at Customer's expense, any loaned media or
equipment.
6.8 Customer is responsible for acquiring and maintaining current release levels of Non-Update
Products as recommended by Granicus, LLC.
7.CHARGES
7 .1 Annual Agreement charges provided in Schedule A, and if applicable, Schedule B, will be
invoiced in advance of service period and are due and payable as specified in the terms of the
mvmce.
7 .2 Granicus, LLC may change the software charges and professional services rates after the
initial one (1) year Agreement period upon Customer's written agreement and providing a
ninety (90) day written notification. The new charges will not exceed the then current
published Granicus, LLC prices for software support on the effective date.
7 .3 Charges include form changes each year as identified in Schedule A.
7.4 Charges for software added to this Agreement will be at the current published prices at the
time the software is added.
7.6 Granicus, LLC may, at its sole option, immediately terminate or temporarily suspend all of
its responsibilities stated in this Agreement in the event Customer is delinquent in the
payment of any invoice from Granicus, LLC for a period in excess of forty-five (45) days.
7. 7 Granicus, LLC acknowledges that Customer is a public agency and any changes to the
charges and/or fees due Granicus, LLC under this Agreement may require the approval of
Customer's governing body.
8.TERM/NATION
8.1 In the event of a material breach of Granicus, LLC License Agreements by Licensee not
cured within thirty (30) days after notice thereof, Granicus, LLC shall have the right to
terminate the License Agreement, the license therein granted and/or this ( or any subsequently
adopted) software subscription and maintenance agreement. Upon termination or
cancellation of the License Agreement, Licensee shall forthwith return to Granicus, LLC all
existing copies of the Software, accompanied by a certification by an officer of Licensee that
the items so returned constitute all the existing copies or counterparts (whole or partial), of
the Software and that Licensee has not retained or disposed of any copies or counterparts
Granicus, LLC -Fresno County 2019-2022
thereof. In the event of a material breach of this Software Subscription and Maintenance
Agreement by Customer, not cured within thirty (30) days after notice thereof, Granicus,
LLC shall have the right to terminate this Agreement.
9.GENERAL
9 .1 If any provision of this Agreement shall be held invalid, illegal, or unenforceable, the
validity, legality and enforceability of the remaining provisions shall in no way be affected or
impaired thereby.
9.2 Granicus, LLC shall retain the right to publish problems, questions, resolutions and
responses.
9 .3 Failure to make payment of any invoices past due more than forty-five ( 45) days shall
constitute default. Failure to perform an obligation or covenant under this Agreement shall
constitute default. Upon default, Granicus, LLC at its sole discretion may terminate this
Agreement by written notification to Customer.
9.4 It is expressly understood that if either party on any occasion fails to perform any term of this
Agreement and the other party does not force that term, the failure to enforce on that
occasion shall not prevent enforcement on any other occasion.
9 .5 Customer shall not assign the Agreement without prior written approval of Granicus, LLC.
9.6 This Agreement shall be governed by the laws of the State of California.
9. 7 Granicus, LLC may release new features for their software, the fees and licenses for which
are included in the Software Maintenance and Technical Support Agreement (Schedule A
and Schedule B).
9.8 Granicus, LLC may obtain feedback and other collaborative input (collectively "Input") from
Customer's personnel during the development and implementation of the Granicus, LLC
products and services under this Agreement. Customer acknowledges that such Input may be
incorporated into the applicable products and services developed by Granicus, LLC and
provided to Customer under this Agreement and Customer hereby assigns to Granicus, LLC
all rights, title and interest in and to all Input provided to Granicus, LLC.
10.FORCE MAJEURE
10.1 Except with respect to Customer's obligation to make timely payments, neither party shall
be held responsible for any delay or failure in performance to the extent that such delay or
failure is caused by fires, strikes, embargoes, explosions, earthquakes, floods, wars, water,
the elements, labor disputes, government requirements, civil or military authorities, Acts of
God or the Public Enemy, inability to secure raw materials or transportation failures, acts of
omissions of carriers or suppliers or other causes beyond the control whether or not similar
to the foregoing.
Granicus, LLC -Fresno County 2019-2022
11.ACCEPTANCE
11.1 Signing of the Agreement constitutes acceptance of each provision of this Granicus, LLC
Software Subscription and Support Agreement.
Granicus, LLC -Fresno County 2019-2022
Schedule A
GRANICUS, LLC,
SOFTWARE SUBSCRIPTION AND SUPPORT AGREEMENT
Coverage
The following software is covered by this agreement:
Products: ClerkDocs Marriage™
ClerkDocs Marriage™ Online
ComerStoneTM (Cashiering/Fee Accounting)
CampaignDocs TM
WebPublisher ™
eCampaign™
ClerkDocs Passport™
ClerkDocs Passport™ Online
ClerkDocs FBN™ Premium
ClerkDocs FBN™ Premium Online
CheckLog™
Services: Installation, maintenance and support, including form updates and specialized
services.
Location: Fresno County/ County Clerk and Registrar of Voters Office
Annual costs for software, maintenance and support provided to County will be as follows:
April 15, 2019 to April 14, 2020
Product
ClerkDocs
Marriage TM
ClerkDocs
MarriageTM
Online
Cornerstone™
(Cashiering/Fee
Accounting)
includes
CheckLog™
CampaignDocs TM
Software
Maintenance
(Taxable)
$4,129.65
$1,307.73
$4,301.71
$1,479.81
Granicus, LLC -Fresno County 2019-2022
Tech
Support Sub Total Taxes Total
$6,194.48 $10,324.13 $0.00 $10,324.13
$1,961.08 $3,268.81 $0.00 $3,268.81
$6,452.59 $10,754.30 $0.00 $10,754.30
$2,219.68 $3,699.49 $0.00 $3,699.49
WebPublisher™ $929.15
eCampaign TM $1,685.43
ClerkDocs $0.00 Passport™
ClerkDocs
Passport™ $0.00
Online
ClerkDocs $0.00 FBN™ Premium
ClerkDocs
FBN™ Premium $0.00
Online
Totals $13,833.48
April 15, 2020 to April 14, 2021
Product
ClerkDocs
Marriage™
ClerkDocs
Marriage TM
Online
Cornerstone TM
(Cashiering/Fee
Accounting)
CheckLogTM
CampaignDocs TM
WebPublisher ™
eCampaign™
ClerkDocs
Passport™
ClerkDocs
Passport™
Online
ClerkDocs
FBN™ Premium
ClerkDocs
FBN™ Premium
Online
Totals
Software
Maintenance
(Taxable)
$4,129.65
$1,307.73
$4,301.71
$1,479.81
$929.15
$1,769.70
$0.00
$0.00
$0.00
$0.00
$13,917.75
April 15, 2021 to April 14, 2022
Software
Product Maintenance
(Taxable)
Granicus, LLC-Fresno County 2019-2022
$1,393.77 $2,322.92 $0.00 $2,322.92
$1,685.43 $3,370.86 $0.00 $3,370.86
$2,124.00 $2,124.00 $0.00 $2,124.00
$1,215.00 $1,215.00 $0.00 $1,215.00
$2,655.00 $2,655.00 $0.00 $2,655.00
$2,430.00 $2,430.00 $0.00 $2,430.00
$28,331.03 $42,164.51 $0.00 $42,164.51
Tech
Support Sub Total Taxes Total
$6,194.48 $10,324.13 $0.00 $10,324.13
$1,961.08 $3,268.81 $0.00 $3,268.81
$6,452.59 $10,754.30 $0.00 $10,754.30
$2,219.68 $3,699.49 $0.00 $3,699.49
$1,393.77 $2,322.92 $0.00 $2,322.92
$1,769.70 $3,539.40 0.00 $3,539.40
$2,124.00 $2,124.00 $0.00 $2,124.00
$1,215.00 $1,215.00 $0.00 $1,215.00
$2,655.00 $2,655.00 $0.00 $2,655.00
$2,430.00 $2,430.00 $0.00 $2,430.00
$28,415.30 $42,333.05 $0.00 $42,333.05
Tech
Support Sub Total Taxes Total
ClerkDocs
Marriage TM
ClerkDocs
Marriage TM
Online
Cornerstone TM
(Cashiering/Fee
Accounting)
CheckLog™
CampaignDocs ™
WebPublisher™
eCampaign™
ClerkDocs
Passport™
ClerkDocs
Passp01t™
Online
ClerkDocs
FBN™ Premium
ClerkDocs
FBN™ Premium
Online
Totals
$4,129.65
$1,307.73
$4,301.71
$1,479.81
$929.15
$1,853.97
$0.00
$0.00
$0.00
$0.00
$14,002.02
$6,194.48 $10,324.13
$1,961.08 $3,268.81
$6,452.59 $10,754.30
$2,219.68 $3,699.49
$1,393.77 $2,322.92
$1,853.97 $3,707.94
$2,124.00 $2,124.00
$1,215.00 $1,215.00
$2,655.00 $2,655.00
$2,430.00 $2,430.00
$28,449.57 $42,501.59
April 15, 2022 to April 14, 2023 Optional Renewal
Product
ClerkDocs
Marriage TM
ClerkDocs
Marriage™
Online
Cornerstone TM
(Cashiering/Fee
Accounting)
CheckLog™
CampaignDocs TM
WebPublisher™
eCampaign™
ClerkDocs
Passport™
ClerkDocs
Passport™
Online
Software
Maintenance
(Taxable)
$4,336.13
$1,373.12
$4,516.80
$1,553.80
$975.61
$1,938.24
$0.00
$0.00
Granicus, LLC -Fresno County 2019-2022
Tech
Support Sub Total
$6,194.48 $10,530.61
$1,961.08 $3,334.20
$6,452.59 $10,969.39
$2,219.68 $3,773.48
$1,393.77 $2,369.38
$1,938.24 $3,876.48
$2,124.00 $2,124.00
$1,215.00 $1,215.00
$0.00 $10,324.13
$0.00 $3,268.81
$0.00 $10,754.30
$0.00 $3,699.49
$0.00 $2,322.92
$0.00 $3,707.94
$0.00 $2,124.00
$0.00 $1,215.00
$0.00 $2,655.00
$0.00 $2,430.00
$0.00 $42,501.59
Taxes Total
$0.00 $10,530.61
$0.00 $3,334.20
$0.00 $10,969.39
$0.00 $3,773.48
$0.00 $2,369.38
$0.00 $3,876.48
$0.00 $2,124.00
$0.00 $1,215.00
ClerkDocs $0.00 $2,655.00 $2,655.00 FBN™ Premium
ClerkDocs
FBN™ Premium $0.00 $2,430.00 $2,430.00
Online
Totals $14,693.70 $28,583.84 $43,277.54
April 15, 2023 to April 14, 2024 Optional Renewal
Product
ClerkDocs
Marriage TM
ClerkDocs
MarriageTM
Online
Cornerstone™
(Cashiering/Fee
Accounting)
CheckLogTM
CampaignDocs TM
WebPublisher™
eCampaign™
ClerkDocs
Passport™
ClerkDocs
Passport™
Online
ClerkDocs
FBN™ Premium
ClerkDocs
FBN™ Premium
Online
Totals
Software
Maintenance
(Taxable)
$4,552.94
$1,441.78
$4,742.64
$1,631.49
$1,024.39
$1,938.24
$0.00
$0.00
$0.00
$0.00
$15,331.48
Tech Sub Total Support
$6,194.48 $10,747.42
$1,961.08 $3,402.86
$6,452.59 $11,195.23
$2,219.68 $3,851.17
$1,393.77 $2,418.16
$1,938.24 $3,876.48
$2,124.00 $2,124.00
$1,215.00 $1,215.00
$2,655.00 $2,655.00
$2,430.00 $2,430.00
$28,583.84 $43,915.32
$0.00 $2,655.00
$0.00 $2,430.00
$0.00 $43,277.54
Taxes Total
$0.00 $10,747.42
$0.00 $3,402.86
$0.00 $11,195.23
$0.00 $3,851.17
$0.00 $2,418.16
$0.00 $3,876.48
$0.00 $2,124.00
$0.00 $1,215.00
$0.00 $2,655.00
$0.00 $2,430.00
$0.00 $43,915.32
*Granicus, LLC will provide unlimited form changes beginning on April 15,2019 through April
14, 2022, not to exceed $9,025.00 per year. Granicus shall bill county on a fee for service basis
for each change.
#Granicus, LLC will provide specialized services (i.e. reports, website updates, etc.) at the
request of the County Clerk from the period of April 15, 2019 through April 14, 2022. Granicus,
LLC shall bill County on a fee-for-service basis for specialized services. Total costs for
specialized services shall not exceed $5,000 per year.
License Scope:
The software listed above licensed for use by County of Fresno Clerk and Registrar of Voters at
Your Address is limited to one ( 1) server database license, and unlimited workstations.
Granicus, LLC -Fresno County 2019-2022
Schedule B
Professional Service Rates
Granicus, LLC,
Hourly Rates as of January 1, 2019
Standard Discounted*
Position Title
Principal $225.00 $202.50
Proiect Manaqer $200.00 $180.00
Senior Proqrammer/Analyst $175.00 $157.50
Proqrammer/Analvst $150.00 $135.00
Trainer/Technical Support $125.00 $112.50
*Customers with a Granicus, LLC software maintenance
agreement qualify for a 10% discounted labor rates when
purchasing professional services for design, programming
and implementation of new svstem features and functionalities.
Fixed price proposals using the discounted rates can be
provided based on a written work request with a detailed scope
of work.
Granicus, LLC -Fresno County 2019-2022
Exhibit B
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as "County"),
members of a contractor's board of directors (hereinafter referred to as "County Contractor"), must
disclose any self-dealing transactions that they are a party to while providing goods, performing
services, or both for the County. A self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in which one
or more of its directors has a material financial interest"
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1)Enter board member's name, job title (if applicable), and date this disclosure is being made.
(2)Enter the board member's company/agency name and address.
(3)Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a.The name of the agency/company with which the corporation has the transaction; and
b.The nature of the material financial interest in the Corporation's transaction that the
board member has.
(4)Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5)Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
Exhibit B
(1)Company Board Member Information:
Name: N/A Date: N/A
Job Title: N/A
(2)Company/Agency Name and Address:
N/A
(3)Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
N/A
(4)Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a):
N/A
(5)Authorized Signatur,.e---.._
Signature: I ��
Date: I /J/Jn-l 5; 2019
L � ,