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HomeMy WebLinkAboutGranicus Master Subscription Agreement - 2020 03 20Master Subscription Agreement This Master Subscription Agreement ("'Agreement) is made as of the later dates of the signatures below ("Effective Date"), by and between CITY OF WINTER SPRINGS, a Florida municipal corporation, located at 1126 East State Road 434, Winter Springs.. Florida 32708 ("Customer" or ty"') and Granicus, LLC, a Minnesota Limited Liabty Company d/b/a Granicus ("'Granicus"). Customer and Granicus may each be referred to herein as "'Party" or collectively as "Parties". For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties covenant and agree as follows: 1. Definitions. In addition to terms defined elsewhere in this Agreement, the following terms shall have the meaning specified: "Agreement Term" means the total time covered by the initial Agreement Term specified in Section 7.1 and any extensions thereof. "I"Granicus Products and Services" means the products and services made available to Customer pursuant to this Agreement, which may include Granicus products and services accessible for use by Customer on a subscription basis (""Software -as -a -Service" or "SaaS,"), Granicus professional services.. content from any professional services or other required equipment components or other required hardware. "Support" means the ongoing support and maintenance services performed by Granicus related to the Granicus Products and Services as speed in this Agreement. "Work" or "Services"' shall be used interchangeably and shall include the performance of the work agreed to by the Parties in this Agreement. 2. Scope of Services. 2.1 Scope of Services. Granicus shall do, perform, deliver and carry out, in a professional manner, the type of services as set forth in the ""Granicus Proposal for WinterSprings,, FL,,"' attached hereto as Exhibit "A" and fully incorporated herein by this reference, including but not limited to the furnishing of all labor and incidentals, unless otherwise expressly agreed to by the City. 2.2. Support. Basic support related to standard Granicus Products and Services is included within the fees paid for the Agreement Term. Granicus shall provide Support obligations in accordance with its policy entitled "'Help Desk Services," which is attached hereto as Exhibit "B" and fully incorporated herein by this reference. 2.3. Future Functionality. Customer acknowledges that any purchase hereunder is not contingent on the delivery of any future functionality or features. 3. Use of Granicus Products and Services and Proprietary Rights 111701 1 1 , I I IIIIII I • 10, 3.2. Permitted Use. Subject to the terms and conditions of this Agreement, Granicus hereby grants and Customer hereby accepts, solely for its internal use, a worldwide, revocable, non-exclusive, non-transferrable right to use the Granicus Products and Services (collectively the "Permitted Use"), subject to the conditions and restrictions set forth herein. 3.2.1. Data Sources. Data uploaded into Granicus Products and Services must be brought in from Customer sources (interactions with end users and opt -in contact lists). Customer cannot upload purchased contact information into Granicus Products and Services without G ranicus' written permission and 3.2.2. Passwords. Passwords are not transferable to any third party. Customer is responsible for keeping all passwords secure and all use of the Granicus, Products and Services accessed through Customer's passwords. 3.2.3. Content. Customer can only use Granicus Products and Services to share content that is created, possessed, and/or owned by Customer and/or content for related organizations provided that it is in support of other organizations but not as a primary communication vehicle for other organizations that do not have a Granicus, subscription. 3.2.3.1. Disclaimers. Any text,. data, graphics, or any other material displayed or published on Customer's website must be free,. to the best of Customer's knowledge, from violation of or infringement of copyright, trademark, service mark, patent,. trade secret,, statutory, common law or proprietary or intellectual property rights of others. Granicus is not responsible for content • by Customer or any third party. I 111III! IN 3.3.1. Misuse any Granicus 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; 3.3.2. 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 Granicus customers; 3.3.3. Customer must not use the Granicus Products and Services in a manner in which system or network resources are unreasonably denied to other Granicus clients; 3.3.4. Customer must not use the Services as a door or signpost to another server. 3.3.5. Access or use any portion of Granicus Products and Services,. except as expressly allowed by this Agreement; 3.3.6. Disassemble, decompile, or otherwise reverse engineer all or any portion of the Granicus Products and Services; 3.3.7. Use the Granicus Products and Services for any unlawful purposes; 3.3.8. Export or allow access to the Granicus Products and Services in violation of U.S. laws or regulations; 3.3.9. Except as expressly permitted in this Agreement,. subcontract., disclose, rent, or lease the Granicus Products and Services, or any portion thereof, for third party use; or 3.3.10. Modify.. adapt, or use the Granicus, Products and Services to develop any software application intende for resale which uses the Granicus Products and Services in whole or in part. 3.4. Customer Feedback. Customer assigns to Granicus any suggestion, enhancement, request, recommendation, correction or other feedback provided by Customer relating to the use of the Granicus Products and Services. Granicus may use such submissions as it deems appropriate in its sole discretion. 3.5. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Granicus and/or its licensors reserve all right, title and interest in the Granicus Products and Services including all related intellectual property rights. Further, no implied licenses are granted to Customer. The Granicus name, the Granicus logo and the product names associated with the services are trademarks of Granicus or its suppliers, and no right ol Payment 4.1. Fees. Customer agrees to pay all fees, costs and other amounts as specified in Exhibit "'A." Annual fees are due upon commencement of the Agreement Term and annually thereafter. Granicus reserves the • to suspend any Granicus Products and Services should there be a lapse in payment. A lapse in payment may require the payment of a setup fee to reinstate the subscription. All fees are exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is Customer's responsibility to provide applicable exemption certificate(s). 4.2. Price Increases. Annually, the Granicus Product and Services fees may increase from the previous term's fees by up to three and a half percent (3.5%). Such annual price increases for the first three years of this • are addressed by and included in Exhibit "A," and therefore shall not be further increased. S. Representations and Warranties 5.1. Representations. Each Party represents that it has validly entered into this Agreement and has the legal power to do so. 5.2. Warranty of Services. Granicus warrants unto Customer that Granicus has sufficient experience to properly complete the Services specified in this Agreement. Granicus shall comply with all laws, ordinances and rules in • the Services. 6. Confidential Information 6.1 Public Record. Pursuant to Section 119.0701, Florida Statutes and other applicable public records laws, Granicus agrees that ?-ny records, documents,. transactions, writings,, papers, letters, computerized information and programs, maps, books, audio or video tapes, films, photographs, data processing software.. writings or other material(s), regardless of the physical form, characteristics, or means of transmission, of Granicus related, directly or indirectly, to the services provided to the City under this Agreement and made or received pursuant to law or ordinance or in connection with the transaction of official business by the City, may be deemed to be • public record, whether in the possession or control of the City or Granicus. Said records, documents,. transactions, writings, papers., letters, computerized information and programs, maps, books, audio or video tapes, films, photographs, data processing software., writings or other material(s), regardless of the physical form, characteristics, or means of transmission of Granicus are subject to the provisions of Chapter 119,. Florida Statutes, and may not be destroyed without the specific written approval of the City's designated custodian of public records. IF GRANICUS HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTESo TO GRANICUS'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, THE CITY CLERK, AT (407) 327-5955, QyClerkDepartmentCa, winterspri nR sf 1. o r& 1126 EAST Granicus is required to and agrees to comply with public records laws. Granicus shall keep and maintain all public records required by the City to perform the services as agreed to herein. Granicus shall provide the City, upon request from the City Clerk, copies of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by law. Granicus shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term. Upon completion of the • Granicus shall transfer to the City,. at no cost, all public records in possession of Granicus,. provided the transfer is requested in writing by the City Clerk. Upon such transfer, Granicus shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. However, if the City Clerk does not request that the public records be transferred, Granicus shall continue to keep and maintain the public records upon completion of the Agreement and shall meet all applicable requirements for • public records. All records stored electronically must be provided to the City, upon request from the City Clerk, in a format that is compatible with the information technology systems of the City. Should the City not possess public records relating to this Agreement which are requested to be inspected or copied by the City or any other person, the City shall immediately notify Granicus of the request and Granicus shall then provide such records to the City or allow the records to be inspected or copied within a reasonable time. If Granicus does not comply with a public records request,, the City may enforce this Section to the extent permitted by law. Granicus acknowledges that if Granicus does not provide the public records to the City within a reasonable time., Granicus may be subject to penalties under Section 119.10, Florida Statutes. Granicus acknowledges that if a civil action is filed against Granicus to compel production of public records relating to this Agreement, the court may assess and award against Granicus the reasonable costs of enforcement, including reasonable attorney fees. All public records in connection with this Agreement shall, at any and all reasonable times during the normal business hours of Granicus, be open and freely exhibited to the City for the purpose of examination, audit, or otherwise. Failure by Granicus to grant such public access and comply with public records laws and/or requests shall be grounds for immediate unilateral cancellation of this Agreement by the City upon delivery of a written notice of cancellation. If Granicus fails to comply with this Section) and the City must enforce this Section, or the City suffers a third party award of attorney's fees and/or damages for violating Chapter 119.. Florida Statutes, due to Granicus's failure to comply with this Section, the City shall collect from Granicus prevailing party attorney's fees and costs, and any damages incurred by the City, for enforcing this Section against Granicus. And.. if applicable, the City shall also be entitled to reimbursement of all attorneys' fees and damages which the City had to pay a third party because of Granicus's failure to comply with this Section. The terms and conditions set forth in this Section shall survive the termination of this Agreement. 7. Term and Termination 7.1. Agreement Term. The Agreement Term shall begin on the Effective Date.. and shall terminate at midnight thirty six (36) months later, unless otherwise terminated as provided in this Section 7. The Parties shall have the option to extend the term of this Agreement for two (2) one-year periods. Any such extension shall be by mutual written agreement of all Parties and shall be executed no less than thirty (30) days prior to the expiration of this Agreement's current term. 7.2. Effect of Termination. Except as otherwise directed by the City, upon receipt of a Termination Notice, Granicus shall stop work on the date and to the extent specified by the City. 7.3. Termination for Cause. The non -breaching Party may terminate this Agreement upon written notice if the other Party is in breach of this Agreement and fails to cure such breach within thirty (30) days after the non -breaching Party provides written notice of the breach. A Party may also terminate this Agreement immediately upon notice if the other Party: (a) is liquidated, dissolved, or adjudged to be in a state of bankruptcy or receivership; insolvent, unable to pay its debts as they become due, makes an assignment for the benefit of creditors or takes advantage or any law for the benefit of debtors; or (c) ceases to conduct business for any reason on an ongoing basis leaving no successor in interest. If the Agreement is terminated by the Customer for cause due to a breach by Granicus, the Customer shall be entitled to a pro rata refund of its prepaid annual fees. 7.4 Termination for Convenience. This Agreement maybe terminated by either Party with or without cause upon no less than ninety (90) day advance written notice to the non -terminating Party. In the event the Agreement is terminated by Granicus for convenience, Customer will be entitled to a prorated refund of the fees paid. 7.5. Survival. The provisions of this Agreement with respect to warranties, liability, choice of law and jurisdiction shall survive termination of this Agreement and continue in full force and effect. 8. Limitation of Liability 8.1. EXCLUSION OF CERTAIN DAMAGES. UNDER NO CIRCUMSTANCES SHALL GRANICUS 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, GRANICUS SHALL NOT BE LIABLE FOR: (A) ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF CUSTOMER DATA; (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) LOSS OF BUSINESS; OR (D) FOR ANY MATTER BEYOND GRANICUS' REASONABLE CONTROL, EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES OR DAMAGES. 8.2. LIMITATION OF LIABILITY. IN NO INSTANCE SHALL EITHER PARTYS LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY CUSTOMER FOR THE GRAN ICUS PRODUCTS AND SERVICES DURING THE ONE (1) YEAR IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT DAMAGES. GRANICUS SHALL NOT BE RESPONSIBLE FOR ANY LOST PROFITS OR OTHER DAMAGES, INCLUDING DIRECT, INDIRECT., INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES, HOWEVER CAUSED. THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER 9. Indemnification -3-1. Indemnification. Granicus will defend Customer from and against all losses, liabilities, damages and expenses arising from any claim or suit relating 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 Granicus Products and Services infringe a valid U.S. copyright or U.S. patent issued as of the commencement date of the Agreement. In the event of such a Claim, if Granicus determines that Services are likely, or if the solution is determined in a final, nonappealable judgment by a court of competent jurisdiction.. to infringe a valid U.S. copyright or U.S. patent issued as of the date of the Agreement, Granicus will.. in its discretion: (a) replace the affected Granicus Products and Services; (b) modify the affected Granicus Products and Services to render it non -infringing; or (c) terminate this Agreement and refund to Customer any prepaid fees for the then -remaining or unexpired portion of the Agreement term. Notwithstanding the foregoing, Granicus shall have no obligation to indemnify, defend, or hold Customer harmless f rom any Claim to the extent it is based upon: (i) a modification to any solution by Customer (or by anyone under Customer's direction or control or using logins or passwords assigned to Customer); (ii) a modification made by Granicus pursuant to Customer's required instructions or specifications or in reliance on materials or information provided by Customer; or (iii) Customer's use (or use by anyone under Customer's direction or control or using logins or passwords assigned to Customer) of any Granicus Products and Services other than in accordance with this Agreement. This section 9.1 sets forth Customer's sole and exclusive remedy, and Granicus' entire liability, for any Claim that the Granicus Products and Services or any other materials provided by Granicus violate or infringe upon the intellectual property rights of any third party. For all Services performed under this Agreement., Granicus agrees to the fullest extent permitted by law, to indemnify and hold harmless Customer and its employees,. officers, and attorneys against all claims, losses, damages, personal injuries (including but not limited to death), or liability (including reasonable attorney's fees), directly or indirectly arising from the negligent acts, errors, omissions, intentional or otherwise., arising out of or resulting from Granicus's performance of any Services provided under this Agreement. The indemnification provided above shall obligate Granicus to defend at its own expense or to provide for such defense, at the option of Customer of all claims of liability and all suits and actions of every name and description that may be brought against Customer or its employees, officers, and attorneys which directly result from the Services under this Agreement whether the Services are performed by Granicus or anyone directly employed by it. In all events Customer shall be permitted to choose legal counsel of its sole choice, the fees for which shall be reasonable and subject to and included with this indemnification. This paragraph shall survive termination of this Agreement. 10.1 General Liability. Upon the effective date of this Agreement, Granicus shall submit proof of general liability insurance to cover claims for professional lia bi lity/m a I practice (if applicable) and general liability because of bodily injury or death of any person or property damage arising out of this Agreement or any Services provide The insurance shall have minimum limits of coverage of $1,000,000.00 aggregate and $500..000.00 per I C0.2 Worker's Compensation. Upon the effective date of this Agreement, Granicus shall provide proof of worker' s compensation insurance. The insurance shall have minimum limits of coverage of $1..000,000.00 aggregate and $500,000-00 per occurrence. 10.3 Commercial Automobile Liability. Minimum limit of $1,000,000.00, covering any auto including owned, non - owned, hired or leased. In the event Granicus owns no automobiles, the Commercial Auto Liability requirement shall allow Granicus to maintain only Hired & Non -Owned Auto Liability. 10.4 This paragraph shall apply to Sections 10.1.. 10.2 and 10.3. The insurance required by this Section 10 shall include the liability and coverage provided, or as required by law, whichever requirements afford greater coverage. All such insurance shall remain in effect throughout the full term of this Agreement, and any extensions thereof. Unless agreed to by Customer to the contrary.. Customer shall be included on the insurance policies as "additional insured," except for professional I ia bi lity/ma I practice coverage. Granicus shall cause its insurance carriers to furnish insurance certificates specifying the types and amounts of coverage in effect and the expiration dates of such policies. For all Services performed under this Agreement, Granicus shall continuously maintain such insurance in the amounts, type, and quality as required by Sections 10.1, 10.2, and 10.3. If Granicus fails to maintain said insurance., Customer, at its option, may elect to terminate this Agreement by written notice to Granicus. 10.5 In the event of any cancellation, material change, or renewal refusal of any policies, Granicus will provide at least thirty (30) days' prior written notice to Customer and Granicus by certified mail, return receipt requested. ITMU1=1 Relationship of the Parties. Granicus and Customer acknowledge that they operate independently of each other. Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership, agency, or employee/employer relationship between the Parties for any purpose, including, but not limited t taxes or employee benefits. Each Party will be solely responsible for the payment of all taxes and insurance f its employees and business operations. I Subcontractors. Granicus agrees that it shall be responsible for all acts and omissions of its subcontractors to the same extent Granicus would be responsible if committed directly by Granicus. 11.3. Headings. The various section headings of this Agreement are inserted only for convenience of reference and are not intended, nor shall they be construed to modify, define, limit, or expand the intent of the Parties. 11.4. Amendments. This Agreement may not be amended or modified except by a written instrument signe by authorized representatives of both Parties. 11.5. Severability. If a word, sentence, or paragraph is declared illegal, unenforceable, or unconstitutional, the word, sentence, or paragraph will be severed from this Agreement, and this Agreement will be read as if the illegal, unenforceable, or unconstitutional word, sentence, or paragraph did not exist. I Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder, either voluntarily or by operation of law, without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement without the other Party's consent in the event of any successor or assign that has acquired all, or substantially all, of the assigning Party's business by means of merger, stock purchase, or asset purchase. Any assignment or attempted assignment in violation of this Agreement shall be null and void. 11.7. No Third -Party Beneficiaries. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than City and Granicus. C1.8. Notice. Other than routine administrative communications, which may be exchanged by the Parties via. email or other means, all notices, consents, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (a) personal delivery; (b) the day of receipt, as shown in the applicable carrier's systems, if sent via FeclEx, UPS,, DHL., or other nationally recognized express carrier; (c) the third business day after sending by U.S. Postal Service, First Class, postage prepaid, return receipt requested. All notices shall be given to an individual authorized to receive mail for the below listed individuals, all to the following individuals at the following locations: I c/o: _Legal_ Address: 408 St. Peter Street, Suite 600 Phone: 1-800-314-0147 City Mana• ger City of Winter Springs 1126 East State Road 434 Winter Springs., FL 32708 Phone: (407) 327-1800 Any party hereto by giving notice in the manner set forth may unilaterally change the name of the person to whom notice is to be given or the address at which notice is to be received. 11.9. Force Majeure. Any delay in the performance by either Party hereto of its obligations hereunder shall be excused when such delay in performance is due to any cause or event of any nature whatsoever beyond the reasonable control of such Party, including, without limitation,. any act of God; any fire, flood, or weather condition- any computer virus, worm, denial of service attack; any earthquake; any act of a public enemy, war, insurrection, riot, explosion or strike; provided, that written notice thereof must be given by such Party to the other Party within twenty (20) days after occurrence of such cause or event. ri.10. Choice of Law and Jurisdiction. This Agreement shall be governed by and interpreted under the laws of the State of Florida. Venue for any state action shall be Seminole County, Florida. Venue for any federal action or litigation shall be in the Middle District of Florida in Orlando, Florida. 11.11. Entire Agreement. This Agreement sets forth the entire understanding of the Parties with respect to the subject matter of this Agreement, and supersedes any and all prior oral and written understandings, quotations, communications, and agreements, either oral or written, and all such matters shall be deemed merged into this Agreement. 11-12 Attorney's fees. Should any litigation arise concerning this Agreement between the Parties., the Parties agree to bear their own costs and attorney's fees. 6 PEL 1. 13. Sovereign Immunity. The City intends to avail itself of the benefits of Section 768.28, Florida Statutes and any other statutes and common law governing sovereign immunity to the fullest extent possible. Neither this provision nor any other provision of this Agreement shall be construed as a waiver of the City's right to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the City's potential liability under state or federal law. Erdman agrees that City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further., City shall not be liable for any claim or judgment, or portion thereof, to any one person for over two hundred thousand dollars ($200,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the Stat( or its agencies and subdivisions arising out of the same incident or occurrence, exceeds three hundred thousand dollars ($300,000.00). Nothing in this Agreement is intended to inure to the benefit of any third part for the purpose of allowing any claim which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. This paragraph shall survive termination of this Agreement. 11.14 Counter -parts. This Agreement may be executed in any number of counterparts, each of which when so I - executed and delivered shall be considered an original agreement; but such counterparts shall together constitut'i but one and the same instrument. I 11.15 Order of Precedence. In case of any inconsistency in any of the documents bearing on the Agreement between the City and Granicus, the inconsistency shall be resolved by giving precedence in the following order: a. Addenda to this Agreement subsequent to the effective date of this Agreement; 1b. This Agreement; c. Exhibits to this Agreement IN WITNESS WHEREOF., the Parties hereto caused this Agreement to be executed by their duly authorized representatives as of the date first written above. GRANICUS: Granicus, LLC.. a Minnesota Limited Liability Company d/b/a Granicus Dawn Kubat `Name (Priatee"d and Signed) VP of Mega I Title 3/16/2020 Date 7SHAWN BOYL Cit a Date ATTEST: .00 CHRISTIAN GOWAN, Interim City Clerk ORIDA, A Florida municipal corporatior E-111 Granicus Proposal for Winter Springs, Fj Quote Number: Q-71490 Prepared On: 2/13/2020 Valid Through: 2/18/2020 Pent aymTerms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Currency: USD Period of Performance: The term of the Agreement will commence on the date this document is signed and will continue for 36 months. eComment - Online Training Upon Delivery 1 Hours eComment - Setup and Configuration Up Front 1 Each $0.00 Boards and Commissions - Data Import Upon Delivery 10 Hours $2,250.00, Boards and Commissions - Online Training Upon Delivery 1 Hours Boards and Commissions - Setup and Configuration Up Front 1 Hours Open Platform - Setup and Configuration Up Front 1 Hours VoteCast Display - Setup and Configuration Up Front 4 Hours VoteCast Tablet (ME) - Setup and Configuration Up Front 4 Hours VoteCast - Onsit e Training Upon Delivery 2 Days $5,000.00 VoteCast Display CPU (Dell) (ME) Upon Delivery 1 Each $980.00 SUBTOTAL, $10,480.00 US Shipping Charge B - Medium Item Upon Delivery 1 Each $0.00 iLegislate Voting - Onsite Training Upon Delivery 1 Days $0.00 iLegislate Voting - Setup and Configuration Up Front 1 Hours VoteCast Display - Setup and Configuration Up Front 1 Hours Meeting Efficiency - Setup & Configuration (Standard) Up Front 1 Each $900.00; Minutes - Online Training Upon Delivery 6 Hours $1,350.00 Peak - Setup & Configuration Up Front 1 Each Peak - Online Training Upon Delivery 8 Hours SUBTOTAL: $1101480.00 eComment Annual 1 Each $2,100.00 Boards and Commissions Annual 1 Each $6,000.00 Open Platform Suite Annual 1 Each $0.00 VoteCast Standard Package (Tablet) (ME) Annual 1 Each $3,600.00 Meeting Efficiency it Annual 1 Each $6,300.00, Peak Agenda Management Annual 1 Each $71854.00 SUBTOTAL: $25r&54.00 eComment $2,173.50 $2t249.57 SUBTOTAL: $26,g758.89 $27,695.4S Boards and Commissions $6,210.00 Open Platform ►t VoteCast Standard Package (Tablet) (ME) $3j726.00 Meeting Efficiency it $6,520.50 Peak Agenda Management $8j'128.89 SUBTOTAL • eComment eComment only eComment - Online Virtual training session with a. Granicus professional services trainer Training Boards and Boards and Commissions is a Software -as -a -Service (SaaS) solution that enables government Commissions organizations to simplify the citizen application and appointment to boards process of the clerk's office. Boards and Commissions includes- • Unlimited user accounts • Unlimited boards, commissions, committees, and subcommittees • Unlimited storage of citizen applications • Access to one Granicus platform site • Access to one Boards and Commissions site • Access to customizable, embeddable iFrame websites for displaying information to citizens • Access to a custornizable online citizen application form including board -specific questions • Custornizable forms for board details, appointment details, and internal tracking details. • Pre -designed document PDFs for applications, board details and rosters, and vacancy reports • Downloaclable spreadsheets for easy reporting • Optional custom templates for document or report generation (additional upfront charge applies) documents, and index of archives. These are able to be published and accessible through a searchable viewpage. Boards and Import legacy data into Boards and Commissions to have access to historical data from a Commissions - Data previous system used prior to buying Boards and Commissions. Import Boards and Boards and Commissions - Online Training is for online training for Boards and Commissions, Commissions - Online which allows clients to have online sessions with a Granicus trainer to learn how to use the Training system. Boards and Setup and configuration for Boards and Commissions Commissions - Setup and Configuration Open Platform - Setup and configuration for Open Platform Setup and Configuration VoteCast Standard VoteCast is a hybrid Software -as -a -Service (SaaS) and Hardware -as -a -Service (HaaS) solution Package (Tablet) (ME) that enables government organizations to streamline the meeting process for both the clerk's office as well as elected officials. By leveraging this solution, the client will be able to automate meeting data capture and display - improving accuracy and keeping all attendees informed of meeting proceedings. Available on a variety of hardware as well as the iLegislate platform, elected officials can use their touchscreens or tablets to motion, second, vote, and request to speak. This data automatically populates to the clerk software (LiveManager) ensuring accuracy and reducing workload. As action it occur during the meeting, TVs or projectors hooked up to VoteCast Display will automatically show the current agenda item, motion on the floor, vote result, and speaker timer as well as speaker name. VoteCast includes.. • Unlimited user accounts • Unlimited meeting bodies • Access to one Granicus platform site • Access to the VoteCast software application for elected officials Access to the VoteCast Display software application to output meeting proceedings to TVs or projectors in the meeting room VoteCast Display - Implementation includes: Setup and Access to an implementation consultant until project acceptance Configuration Design service for VoteCast Display template updates Access to video -based trainings around standard account functions and capabilities The implementation process takes four to six weeks, on average, depending on the availability of stakeholders. Setup and Access to an implementation consultant until project acceptance Confi eVoteCast installation on one of the following hardware setups: Dell CPU and ELO Touchscreens, Microsoft Surface tablets, or i Legislate-ena bled devices Access to video -based trainings around standard account functions and capabilities The implementation process takes four to six weeks, on average, depending on the availability of stakeholders. VoteCast - Onsite Onsite training session with a Granicus professional services trainer. Training The client agrees to pay travel expenses for Granicus employees (including but not limited to airfare, lodging and meals) not to exceed an additional two thousand dollars ($2,000.00) per trip and per solution. VoteCast Display CPU Dell CPU hardware for VoteCast Display that outputs meeting information like current agenda (Del 11) (ME) it or vote results to displays in the meeting room such as TVs or projectors. US Shipping Charge B US shipping of a medium item - Medium item ILegislate Voting - Onsite Training for il-egislate Voting Onsite Training `Legislate Voting - Setup and configuration of iLegislate Voting Setup and Configuration VoteCast Display - Implementation includes: Setup and 0 Access to an implementation consultant until project acceptance Configuration 0 Design service for VoteCast Display template updates 0 Access to video -based trainings around standard account functions and capabilities The implementation process takesfour to six weeks, on average, depending on the availability of stakeholders. Meeting Efficiency Meeting Efficiency is a hybrid Software -as -a -Service (SaaS) and Hardware -as -a -Service (HaaS) Suite solution that enables government organizations to simplify the in -meeting management and post -meeting minutes creation processes of the clerk's office. By leveraging this solution, the client will be able to streamline meeting data capture and minutes production, reducing staff efforts and decreasing time to get minutes published. During a meeting, use Li to record roll calls, motions, votes, notes, and speakers, all indexed with video. Use the index poI nts to quickly edit minutes, templates to format in Microsoft Word, and publish online with the click of a button. Meeting Efficiency includes. - Unlimited user accounts Unlimited meeting bodies ® Unlimited storage of minutes documents • Access to the LiveManager software application for recording information during meetings • Access to the Word Add -in software component for minutes formatting in MS Word if desired • Up to one (1) MS Word minutes template (additional templates can be purchased if needed) Peak Agenda Peak Agenda Management is a Software -as -a -Service (SaaS) solution that enables government Management organizations to simplify the agenda management and minutes recording process of the clerk's office. Peak Agenda Management allows clerks to streamline the way they compile and produce agendas and record minutes for public meetings and includes.- • Unlimited user accounts • Unlimited meeting bodies and meeting types • Access to up to one (1) Peak Agenda Management site Meeting Efficiency - Setup and Configuration for Meeting Efficiency Suite includes implementation of: Setup & Up to one (1) client Installation of Minutes Maker (compatible client hardware required Configuration for software) (Standard) Up to one (1) Minutes report Minutes - Online online training for Minutes, which allows clients to have online sessions with a Granicus trainer Training to show clerks how to take minutes during a meeting and how to edit and publish them after a meeting. Peak - Setup & Setup and Configuration for Peak Agenda Management includes implementation of: Configuration Q Up to one (1) meeting body's Standard Agenda, Cover Page and Minutes report template W Up to one (1) public view page portal Peak - Online Peak Agenda Management - Online Training is for online training for Peak Agenda Training Management, is allows clients to have online sessions with a Granicus trainer to learn how to use the system. If submitting a Purchase Order, please include the following language: All fir. terms and conditions of quote Q-71490 dated 2/13/2020 are incorporated into this Purchase Order by reference. Granicus will provide a three (3) year warranty with respect to required hardware. Within the three (3) year warranty period, Granicus shall repair or replace any required hardware provided directly from Granicus that fails to function properly due to normal wear and tear, defective workmanship, or defective materials. Granicus certifies that it will not sell, retain, use, or disclose any personal information provided by Client for any purpose other than the specific purpose of performing the services outlined within this Agreement, G GRAN ICUS Exhibit: Help Desk Services Granicus will provide complete help desk support for administrators and customers of the Granicus Solutions. Regular support will be available during regular business hours, Monclay-Friclay; via email or toll -free telephon] CUSTOMER SUPPORT CONTACT Hours: 8*.00 am — 10'.00 pm ET (930 am — 5:00 pm Europe) Emergency Support is available 24/7 Please I Portals. Email: su 0ort _arani us.com Phone: 1-800-314-0147 USA, 0800 032 7764 Europe Please submit govDelivery Communications Cloud subscriber support only requests to: Portal'. subscriberheIg.granicus.com Email: subscriberheL,)@ i(anicus.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 three (3) Severity Levels.. Severity Initial Customer Level Description Examples Response Time Emergency. Incident * govDelivery's admire. govdelivery.com is down Within one (1) hour represents a total outagel: 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 I accessible for use application is non-functional or SQL -server errors occurrence that are nof related to hardware a govAccess websit e is unreachable by public users granicus.com I *Info@granicus.com page r .. Severely Impaired. Incident govDelivery PageWatch sending is delayed by Within four (4) occurs when a major feature more than 20-30 minutes, or sudden and hours of of the pro ' duct 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 accepta ble and a Site operational but govMeetings modular Level 2 impacts the primary usability functionality is non -operational of the product 0 govAccess error, where there is no means of I circumvention, that renders an essential component of the content management tool non-functioning that did not occur at the time of the websit e launch and usually requires debugging of programming code Impaired. Incident occurs * gov[Delivery system not connecting to social Within one (1) when a primary feature of the media, single customer app/feature help, or business f product is not working as database requests notification by the expected and an acceptable Level 3 - govMeetin system files won't upload, or text customer of workaround is available — not rendering occurrence does not impact & govAccess websit e works but there are the basic usability of the problems with presentation product 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 is defined as the ability of users to access the Granicus Solutions services via the internet. Granicus represents an up -time guarantee of 99% 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 A Site Outage does not include Downtime that falls into one or several of the exclusions belovi 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) granicus.com I info@granicus.com page 2 GGRANICUS 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. For govAccess, Granicus is not responsible for errors associated with denial of service attacks, distributed denial of service attacks, or customer DNS SCHEDULED MAINTENANCE govDellivery. Scheduled maintenance typically occurs every thirty (30) days with average Downtime requir&i 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, w 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. I govAccess. Scheduled maintenance will take place between 1:00 am - 4:00 am ET every Monday. All Solutions. Notifications will be posted on status. ranICUS00S.001T. Email notifications for these products can be subscribed to from that page. 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. granicus.com I info@granicus.com page 3