Consent to Assignment 06/20/2018
DATE: June 22, 2018
TO: Kathy Peters, CP
County Attorney’s Office
FROM: Sally M. Abrams, D.C.
SUBJECT: June 20th, BOCC Meeting Approved Agenda Item
______________________________________________________________________________
Attached is an electronic copy of the executed agenda item listed below for your handling.
[[394,1200,421,1261][12][B,I,][Calibri]]P [[421,1200,446,1261][12][B,I,][Calibri]]6 [[446,1200,461,1261][12][,I,][Calibri]]- [[461,1200,473,1261][12][,I,][Calibri]]
[[472,1204,1560,1260][11][,I,][Calibri]]Approval of 1) Consent to Assignment from Accela, Inc. to [[1560,1204,2090,1260][11][,I,][Calibri]]Granicus, LLC and 2) Second
[[393,1260,2090,1316][11][,I,][Calibri]]Amendment with Granicus, LLC adding eSignature capabilities to enable electronic
[[394,1316,1392,1372][11][,I,][Calibri]]signatures on agenda item documents; and de [[1392,1316,1405,1372][11][,I,][Calibri]]- [[1405,1316,2090,1372][11][,I,][Calibri]]commissioning
Digital Boardroom
[[394,1372,1749,1428][11][,I,][Calibri]](electronic voting) thereby reducing total cost from $24,192 to $19,718 [[1749,1372,2091,1428][11][,I,][Calibri]].40 per 12 month
[[483,1424,512,1485][12][,I,][Calibri]]
[[394,1428,483,1484][11][,I,][Calibri]]term
Please contact me at extension 3550 with any questions.
cc: Finance[[607,1912,636,1973][12][,I,][Calibri]]
File
CONSENT TO ASSIGNMENT
IIS CONSENT TO ASSIGNMENT is entered into this day of
e_ , 2018, by and between MONROE COUNTY, a political subdivision of the
State of Florida (hereinafter "County ") and ACCELA, INC., (hereinafter "Assignor "), and
GRANICUS, LLC (hereinafter "Assignee).
WHEREAS, on June 25, 2015, the County and Assignor entered into a service
agreement for IQM2 products and services, as amended July 15, 2015 a copy of which is
attached hereto and made a part hereof as Exhibit "A "; and
WHEREAS, the County received email notification from Assignee on March 13, 2018
(copy attached hereto and made a part hereof as Exhibit `B" ) that Assignee had agreed to
purchase IQM2, Accela's Legislative Management business, and would be assuming the
operations, support and client care for the entire suite of IQM2 Legislative Management
solutions from Assignor; and
WHEREAS, the assets and operations of the ASSIGNOR have now been transferred to
the ASSIGNEE; and
NOW THEREFORE, in consideration of the mutual promises of the original service
agreement between County and Assignor, the parties agree as follows:
1. By a change of own shi of IQM2, formerly Assignor's Legislative Management
business, effective 5j5 /i8 , from Assignor to Assignee, the Assignor assigned to
Assignee all the Assignor's rights, title and interest in the original service agreement, as
amended, between County and Assignor.
2. In consideration for such consent, the Assogmee agrees to be bound by all the terms and
conditions of the original service agreement between County and Assignor effective June
25, 2015 and as amended July 15, 2015.
3. In the event of any inconsistency between the provisions of this Consent to Assignment
and the original Service Agreement effective 6/25/15, as amended 7/15/15, the remaining
provisions, not inconsistent herewith, remain in full force and effect.
ACCELA, INC. (ASS ♦ f ( I R
Witn , ses: By: / 1
�igna '1 •
'
Sign • ture 1Z e �� l
Au DRA Tf� -ISkA- Printed Name /Title
Printed Name /
Date:
L-.
Printed Name
Page 1 of 2
GRANICUS, LLC. (ASSIGNEE)
Witnesses: By: /
� /2 � / Signature
Signature Dawn Kubat
SltVt.vl 5c- lin Q2 to { Printed Name /Title
Printed Name
/ A ' Date:
4 'lam
Signature
444494 v R. S-4-: pr,
/ Printed Name
op % 6 ••
- I
,� 7 ( COUNT Y )
BOARD O F COUNTY COMMISSIONERS
=: OF MO NROE COUN y, FLO IDA
•��. „� ;rY''' By:
May avid P. Ries
(SEAL)
ATT T: KEVIN MADOK, CLERK
By: I /I I Aid AraeII S
Deputy Clerk
tr
O h �
V t-:>;
N C.? MONROE COUNTY ATTORNEY
N CiattLiAMOLD/VMM:41._
- CHRISTINE LIMBERT - BARROWS
_— C...3 ASSISTANT COUNTY A ORNEY
'3`' o DATE: 1
Page 2 of 2
..
•
Accela
Legislative Management
Government Meeting Management
Software
Monroe County, FL
Submitted By:
Kevin Strauss
Business Development Executive
Accela
100 Comac Street
Ronkonkoma, NY 11779
(631) 389 -3691
6/25/2015
EXHIBIT
1 A
Accela
Accela - Legislative Management - Terms, Conditions and Pricing for
Monroe County, FL
1. IMPORTANT NOTICE TO USER: Accela, Inc. ("Accela") owns all intellectual property In the software
products Agendas & Minutes, Civic Streaming, Digital Boardroom, Boards & Commissions and Civic Voice
(collectively "Software"). Customer shall not modify, adapt, translate, rent, lease or otherwise attempt to discover
the Software source code. This Agreement will be governed by the laws in force In the State of Florida.
2. Software License. The Software subscription services and the accompanying files, software updates, lists and
documentation are licensed, not sold, to you. You may Install and Use a copy of the Software on your compatible
computer for the purpose of connecting to the hosted service provided by Accela as long as you are a current
subscriber and maintain your monthly or annual continued services for the applicable licenses. Except as expressly
set forth herein, Accela disclaims any and all express and Implied warranties, Including but not limited to
warranties of merchantability and fitness for a particular purpose.
3. Continued Services
3.1 Updates and Renewals. If the Software Is an Update to a previous version of the Software, you must possess a
valid license to the previous version in order to use the Update. Corrections of substantial defects in the Software
so that the Software will operate as purported will be rectified by Accela. Customer agrees to Install all updates,
including any enhancements, for the Software In accordance with the instructions provided by Accela.
3.2 Hosting. Accela agrees to maintain Customer data In a Tier -2 datacenter and is committed to providing 99.9%
uptlme and availability. Accela will perform nightly backups of your hosted data to an alternate physical location.
3.3 Ownership of Data. All hosted data belongs to the Customer. At the request of the customer Accela will
provide a backup of all database Information and files through a downloadable backup or DVD. Accela agrees to
provide this service without charge at least once per year.
4. Payment Terms & Fees
4.1 Tenn and Termination. Subscription terms are twelve (12) calendar months In duration. The initial Term of this
Agreement Is effective as of the date of the Customer's signature ("Effective Date ") and will continue for 12
months. At the end of the Initial 12 month term, Customer's subscription will renew for an additional term unless
terminated as provided herein. Accela reserves the right to increase the annual fees by 5% on the anniversary
date of each annual renewal term. This agreement can be terminated at any time with 30 days prior written
notice.
4.2 Payment Terms. Subscription Services of $1,920 per month billing will commence on 9/1/2015. Each
subsequent payment will occur on the 1a of each month. Payment Terms are NET 30 Days from the invoice date.
4.3 On -Site Support and Expenses. Should on -site support requiring travel by Accela staff be requested by
Customer, Accela will provide on -site assistance at Accela's then - current time- and - materials rates. In addition to
these charges, Customer will compensate Accela for associated airfare, lodging, rental transportation, meals, and
other Incidental expenses as such expenses accrue and will be billed at cost and invoiced separately.
4.4 Hardware. Hardware, If any, Is provided at no additional cost. Accela does not warrant any hardware. Should
Accela furnish encoder hardware as part of the Civic Streaming (fka MediaTraq) video streaming service, hardware
warranty is through manufacturer repair or replacement only. Any hardware Issues requiring new equipment not
covered by the warranty will be billed to the client at cost. Any upgrades, additional encoders, etc. will be billed to
client. Any hardware furnished to client as part of Accela's services Is to be retumed to Acceia upon termination of
associated services.
5. Limitation of Liability. Accela will, at all times during the Agreement, maintain appropriate Insurance
coverage. To the extent not offset by Its Insurance coverage and to the maximum extent permitted by applicable
laws, In no event will Accela's cumulative liability for any general, incidental, special, compensatory, or punitive
damages whatsoever suffered by Customer or any other person or entity exceed the fees paid to Accela by
Customer during the twelve (12) calendar months immediately preceding the circumstances which give rise to such
claim(s) of liability, even if Accela or Its agents have been advised of the possibility of such damages.
Accela
6. Optional Electronic Payment Services can be electronically paid through credit card. By submitting your
credit card Information here you agree to allow Accela to charge your monthly SaaS fee In accordance with our
regular payment terms.
type Card It Naine on Card f spires
Ilill.%Address (Street. City, State, Zip) Secunty Code
7. Pridng Structure:
Description Monthly SaaS One Time
Agendas & Minutes - Unlimited $960 / mo
Civic Streaming - Unlimited $720 / mo
Digital Boardroom - Unlimited $720 / mo
System Configuration, Implementation & Training Waived /Included
Multiple Module Discount* -$480 / mo
Total - Monthly SaaS $1,920/ mo
*The 20% discount will be applied to the monthly total, if the agreement is signed and sent back to
Accela before 6/30/2015
Monroe County, Fl Accela, Inc.
CiP;;;L-411247( -
Slsrotwe Slrnature
Sheryl Graham, Director Daryl Blowes. GM / SVP
Printed Name, Title Social Services for: Printed Name, Title
ROMAN GASTESI, County Administrator
pate: f0 a 5 /. o/ 5"' Date; 6/25/2015
BlllIneContact: Katherine Peters, CP
BnnneAddress: County Attorney's Office, 1111 12th Street, Suite #408, Key West, FL
33040
MONROF COI.; ' .rTORNEY
APPRr> > R#Lr
[RT c NR, JR.
owl ertab
AMENDMENT
1. Parties ACCELA CUSTOMER
Accela, Inc. County of Monroe
2633 Camino Ramon, Suite 500 1100 Simonton Street, Suite 205
San Ramon, California 94583 Key West, Florida 33040
Attention: Contracts Administration Attention: NIA
T: 925.659.3200 T: N/A
F: 925.407.2722 F: N/A
e-Malt contractsadmin @accela.com a -Mail: WA
2. Effective Date Provided that Customer signs and returns this Amendment to Accela no later than July 17,
2015, this Amendment is effective as of the date of Customer's signature {'Effective Date').
3. Deliverables and Compensation The fol lowing Is appended to the fourth sentence in Section 4.1 of the Accela
Legislative Management Agreement, dated June 25, 2015, between the Parties:
'The per -unit pricing during said additional term will be the same as the prior term'_annual fees unless Accela
notifies Customer otherwise not less than sixty (60) calendar days prior to the end of said prior term. Any price
increase will be effective at the start of the renewal term. No such price increase will exceed five percent (5%1
of the prior term's annual Pricing.*
4. Terms and Conditions
4.1. Unless specifically amended, modified. or supplemented by this document, all terms and conditions of
prior written agreements between the parties shall remain unchanged and in full force and effect The
parties expressly disclaim any aftemate terms and conditions accompanying drafts and/or purchase orders
issued by Customer.
4.2. 11 any particular provision of this document is determined to be invalid or unenforceable, that determination
shad not affect the other provisions which shall be construed in all respects as if the invalid or
unenforceable provision were omitted.
ACCELA CUSTOME
By: ) B
Y. ...7‘)/2
gram- ` signature
v (s e Boman Gas tesi
Print *MN Print Name
Its 5VP / if/ C-tf'1 — L° frtcL its County Administrator
Tata Title
Dated: �� / Dated: 7/15/2015
month. Doe. Yew month DaY. Year
END OF DOCUMENT
Amendment Page t of 1
•
Peters- Katherine
From: Mark Hynes <info @granicus.com>
Sent: Tuesday, March 13, 2018 10:09 AM
To: Peters - Katherine
Subject: Granicus Welcomes IQM2
Dear Customer,
As I expect you have by now heard, Granicus has agreed to purchase IQM2, Accela's Legislative Management
business. As of today we are pleased to announce that Granicus will be assuming the operations, support and
client care for the entire suite of IQM2 Legislative Management solutions.
Since our inception in 2000, Granicus has provided government- specific solutions that deliver efficiency and
promote citizen engagement. We remain steadfast in our pursuit of this goal. As as a result, we're proud to have
become the leading SaaS provider to government. Our customers have high expectations and we strive every
day to not only meet, but exceed, those expectations. We pride ourselves in being on the forefront of technology
and helping our government customers meet rising citizen expectations, as well as their own.
At Granicus our employees are deeply committed to delivering exceptional client care and a positive customer
experience - and it will be no less true for the IQM2 customers who now join us. The IQM2 product suite is
now part of Granicus and we are equally committed to its support.
Granicus now provides a comprehensive set of cloud - enabled, local government solutions that complement your
IQM2 software. At Granicus we are driven to to deliver modern, innovative technology solutions that will grow
with your needs and provide the best -in -class features, functionality, and security for which Granicus has been
recognized.
Over the coming months we will explore ways to leverage the larger granicus team to your benefit — we have a
large organization focused on legislative management. One immediate change is regarding support; if you email
your support requests, please use support@iqm2.com.
Meanwhile, we encourage you to reach out to us to see how we can help with your legislative management and
citizen engagement needs. I also wanted to share with you some your new Granicus colleagues working in State
and Local government. Please check this link to see some of your peers that we are proud to have as customers
https: / /granicus.com; success - stories .
On behalf of the entire Granicus team, we welcome you. Thank you for placing your trust in us and we look
forward to continuing to serve you in the future.
Mark Hynes
Chief Executive Officer, Granicus
EXHIBIT
1