06/29/2018 Agreement ATTACHMENT D.6
COUNTY ADMINISTRATOR
CONTRACT SUMMARY FORM FOR CONTRACTS LESS THAN $50,000.00
Contract with: GRANICUS Contract #
Effective Date: 7/1/2018
Expiration Date: 6/30/2020
Contract Purpose /Description:
Provide closed captioning services for both live BOCC meetings in real time and also
recorded On Demand video of BOCC meetings on our iqm2 web portal in our efforts
to comply with the updated Section 508 ADA requirements.
Contract Original Agreement ontract Amendment/Extension Renewal
Contract Manager: Katy stars 3472 County Attorney
(Name) (Ext.) (Department /Stop #)
CONTRACT COSTS
Total Dollar Value of Contract: $ Current Year Portion: $
(must be less than $50,000) (If multiyear agreement then
requires BOCC approval, unless the
total cumulative amount is Tess than
$41,917.50 $50,000.00). $5,062.50
Budgeted? Yes❑ No 0 Account Codes: = - -
Grant: $ N/A ,56/C/ -530 - - -
County Match: $ N/A - - - -
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
(Not included in dollar value above) (e.g. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Changes Date Out
D to In Needed Rev' - we
Department Head 7 0 Is Yes❑ No�i / "*4
Risk Management IA146 Yes❑ NoZ'
O.M.B. /Purchasing a�l, /0 1 'es❑ No� A , / & ier ( 4 7 //S
County Attorney ✓ Yes❑ No V �� 6(2/ t
Cynthia H. istant
Count F orney FOR:
Comments: Robe- t B. Shillinger, Jr.
County At torney
Page 71 of 74
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Procurement Vehicle: Direct
G1RANI,CUS In Support of: Monroe County FL
Quote Number: Q - 34902 Granicus Contact:
Quote Prepared On: 6/27/2018 Name: Kevin Strauss
Quote Valid Through: 7/19/2018 Phone: (631) 389 -3691
Payment Terms: Net 30 Email: kevin.strauss @granicus.com
Currency: USD
The Agreement shall commence on the date this document is signed and continue for 24 months.
ANNUAL SUBSCRIPTION' FEE ne
Product Name Invoice Quantity Annual Total
Schedule
Recurring Captioning Services Annual 150 Hours $20,250.00
TOTAL $20,250.00
FUTURE YEAR PRICING . , ° 8" "
Product Name Year
Recurring Captioning Services $ 21,667.50
TOTAL: .$ 21,667.50
Product Name Product Description
Recurring Captioning Recurring Real -Time Closed Captioning.
Services
TERMS AND CONDITIONS'
• Link to State & Local Terms: https: / /granicus.com /pdfs /Master Subscription_Agreement.pdf
• Payment terms: net 30
• Any lapse in payment may result in suspension of service and will require the payment of a setup fee to
reinstate the subscription.
• This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the
invoice. It is the responsibility of Monroe County FL to provide applicable exemption certificate(s).
• Discount is valid through end date 6/30/2019 - pricing will be reassessed prior to renewal.
• If submitting a Purchase Order instead of signing the quote, please include the following language: All
pricing, terms and conditions of quote Q -34902 are incorporated into this Purchase Order by reference.
Q -34902 : 6/27/2018
Page 1 of 2
Procurement Vehicle: Direct
GRAN ICUS In Support of: Monroe County FL
AGREEMEN ACCE -, e.
Monroe County FL Billing Information
�� Name: Monroe County $pare of
Signature: t! % _ / ./ i — (oiii fy Ei inmrsi=tiriers
c/o Katherine Peters, CP
Name: Sheryl Graham Phone Monroe County Attorne's Office
(309) 292 43472
Sr. Director
Monroe County Social Services
Title: FOR Roman Gastesi . Email: peter s— katherine @monroecounty — fl.gov
County Administrator
Date: 1.91 WP Address: 1111 12th Street, Suite #408
Key West, FL 33040
ROE CO , YAt;) :,'It�Lr
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Date ' ATT.RN
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Q- 34902: 6/27/2018
Page 2 of 2
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Master Subscription Agreement
This Master Subscription Agreement ( "Agreement) is made by and between the party procuring Granicus Products and
Services ( "Customer ") and Granicus, LLC, a Minnesota Limited Liability Company d /b /a Granicus ( "Granicus "). Customer
and Granicus may each be referred to herein as "Party" or collectively as "Parties ".
By accessing the Granicus Products and Services, Customer accepts this Agreement. In the event there is a conflict
between this Agreement and any other contract Customer has for the Granicus Products and Services ( "Contract "), the
terms of the Contract shall prevail. Due to the rapidly changing nature of digital communications, this Agreement may
be updated from time to time at Granicus' sole discretion. Notification to Customer will be via email or posting to the
Granicus website.
1. Definitions. In addition to terms defined elsewhere in this Agreement, the following terms shall have the meaning
specified:
"Agreement Term" means the total time covered by the Initial Term and all Extension Terms for each Order, SOW or
Exhibit under this Agreement, further specified in Section 7.1.
"Exhibit" means any exhibit referenced herein and attached hereto.
"Extension Term" any term that increases the length of the Initial Term of this Agreement.
"Fees" mean the fees charged by Granicus for the Granicus Products and Services as identified on each Order, SOW
or Exhibit and, unless otherwise stated in each Order, SOW or Exhibit, invoiced upon commencement of the Order
Term.
"Granicus Products and Services" means the products and services made available to Customer pursuant to this
Agreement, which may include Granicus products, services, application software accessible for use by Customer on a
subscription basis ( "SaaS "), Granicus professional services, content from any professional services or other required
equipment components ( "Required Hardware "), as specified in each Order, SOW or Exhibit.
"Initial Term" shall have the meaning specified in the Order, SOW or Exhibit between Granicus and Customer for the
first duration of performance that Customer has access to Granicus Products and Services.
"Order" means a written order, proposal, or purchase document in which Granicus agrees to provide and Customer
agrees to purchase specific Granicus Products and Services.
"Order Term" shall mean the then - current duration of performance identified on each Order, SOW or Exhibit, for
which Granicus has committed to provide, and Customer has committed to pay for, Granicus Products and Services.
"Statement of Work" or "SOW" means a written order, proposal, or purchase document that is signed by both
Parties and describes the Granicus Products and Services to be provided and /or performed by Granicus. Each Order,
SOW or Exhibit shall describe the Parties' performance obligations and any assumptions or contingencies associated
with the implementations of the Granicus Products and Services, as specified in each Order, SOW or Exhibit placed
hereunder.
"Support" means the ongoing support and maintenance services performed by Granicus related to the Granicus
Products and Services as specified in each Order, SOW or Exhibit placed between the Parties.
2. Ordering and Scope
2.1. Ordering Granicus Products and Services. The Parties may execute one or more Order, SOW or Exhibit related
to the sale and purchase of Granicus Products and Services. Each Order, SOW or Exhibit will generally include an
itemized list of the Granicus Products and Services as well as the Order Term for such Granicus Products and
Services. Each Order, SOW or Exhibit must, generally, be signed by the Parties; although, when a validly- issued
purchase order by Customer accompanies the Order, SOW or Exhibit, then the Order, SOW or Exhibit need not
be executed by the Parties. Each Order, SOW or Exhibit dated on or after the Effective Date shall be governed
by this Agreement regardless of any pre - printed legal terms on each Order, SOW or Exhibit, and by this
reference is incorporated herein.
2.2. Support. Basic support related to standard Granicus Products and Services is included within the fees paid
during the Order Term. Granicus may update its Support obligations under this Agreement, so long as the
functionality purchased by Customer is not materially diminished.
2.3. Future Functionality. Customer acknowledges that any purchase hereunder is not contingent on the delivery of
any future functionality or features.
2.4. Cooperative Purchasing. To the extent permitted by law and approved by Customer, the terms of this
Agreement and set forth in one or more Order, SOW or Exhibit may be extended for use by other
municipalities, school districts and governmental agencies upon execution of an addendum or other signed
writing setting forth all of the terms and conditions for such use. The applicable fees for additional
municipalities, school districts or governmental agencies will be provided by Granicus to Customer and the
applicable additional party upon written request.
3. Use of Granicus Products and Services and Proprietary Rights
3.1. Granicus Products and Services. The Granicus Products and Services are purchased by Customer as
subscriptions during an Order Term specified in each Order, SOW or Exhibit. Additional Granicus Products and
Services may be added during an Order Term as described in Section 2.1.
3.2. Permitted Use. Subject to the terms and conditions of this Agreement, Granicus hereby grants during each
Order Term, and Customer hereby accepts, solely for its internal use, a worldwide, revocable, non - exclusive,
non - transferrable right to use the Granicus Products and Services to the extent allowed in the relevant Order,
SOW or Exhibit (collectively the "Permitted Use "). The Permitted Use shall also include the right, subject to the
conditions and restrictions set forth herein, to use the Granicus Products and Services up to the levels limited in
the applicable Order, SOW or Exhibit.
3.2.1. Data Sources. Data uploaded into Granicus Products and Services must be brought in from Customer
sources (interactions with end users and opt -in contact lists). Customer cannot upload purchased
contact information into Granicus Products and Services without Granicus' written permission and
professional services support for list cleansing.
3.2.2. Content. Customer can only use Granicus Products and Services to share content that is created by and
owned by Customer and /or content for related organizations provided that it is in support of other
organizations but not as a primary communication vehicle for other organizations that do not have a
Granicus subscription. Any content deemed inappropriate for a public audience or in support of
programs or topics that are unrelated to Customer, can be removed or limited by Granicus.
3.2.3. Granicus Communications Suite Subscriber Information
3.2.3.1. Data Provided by Customer. Data provided by Customer and contact information gathered
through Customer's own web properties or activities will remain the property of Customer
( "Direct Subscriber "), including any and all personally identifiable information (PII). Granicus
will not release the data without the express written permission of Customer, unless required
by law.
3.2.3.2. Data Obtained through the Granicus Advanced Network
3.2.3.2.1. Granicus offers a SaaS product, known as the Communications Cloud, that offers Direct
Subscribers recommendations to subscriber to other Granicus customer's digital
communication (the "Advanced Network "). When a Direct Subscriber signs up through one of
the recommendations of the Advanced Network, that subscriber is a "Network Subscriber" to
the agency it subscribed to through the Advanced Network.
3.2.3.2.2. Access to the Advanced Network is a benefit of the GovDelivery Communications Cloud
subscription with Granicus. Network Subscribers are available for use only on the GovDelivery
Communications Cloud while Customer is under an active GovDelivery Communications Cloud
subscription. Network Subscribers will not transfer to Customer upon termination of any
Granicus Order, SOW or Exhibit. Customer shall not use or transfer any of the Network
Subscribers after termination of its Order, SOW or Exhibit placed under this Agreement. All
information related to Network Subscribers must be destroyed by Customer within 15 calendar
days of the Order, SOW or Exhibit placed under this Agreement terminating.
3.2.3.2.3. Opt - In. During the last 10 calendar days of Customer's Order Term for the terminating
Order, SOW or Exhibit placed under this Agreement, Customer may send an opt -in email to
Network Subscribers that shall include an explanation of Customer's relationship with Granicus
terminating and that the Network Subscribers may visit Customer's website to subscribe to
further updates from Customer in the future. Any Network Subscriber that does not opt -in will
not be transferred with the subscriber list provided to Customer upon termination.
3.2.4. Advertising. Granicus Products and Services shall not be used to promote products or services available
for sale through Customer or any third party unless approved in writing, in advance, by Granicus.
Granicus reserves the right to request the details of any agreement between Customer and a third
party that compensates.Customer for the right to have information included in Content distributed or
made available through Granicus Products and Services prior to approving the presence of Advertising
within Granicus Products and Services.
3.3. Restrictions. Customer shall not:
3.3.1. Access or use any portion of Granicus Products and Services, except as expressly allowed by this
Agreement or each Order, SOW or Exhibit placed hereunder;
3.3.2. Disassemble, decompile, or otherwise reverse engineer all or any portion of the Granicus Products and
Services;
3.3.3. Use the Granicus Products and Services for any unlawful purposes;
3.3.4. Export or allow access to the Granicus Products and Services in violation of U.S. laws or regulations;
3.3.5. Except as expressly permitted in this Agreement, subcontract, disclose, rent, or lease the Granicus
Products and Services, or any portion thereof, for third party use; or
3.3.6. Modify, adapt, or use the Granicus Products and Services to develop any software application intended
for resale which uses the Granicus Products and Services in whole or in part.
3.4. Customer Feedback. Customer hereby grants to Granicus an irrevocable, non - exclusive, perpetual, royalty -free
transferrable license, with right to sublicense, to use and incorporate into the Granicus Products and Services
any suggestion, enhancement, request, recommendation, correction or other feedback provided by Customer
relating to the use of the Granicus Products and Services.
3.5. Required Hardware. For Required Hardware purchased from Granicus by Customer, Granicus will provide to
Customer a three (3) year warranty with respect to the Required Hardware. Within the three (3) year warranty
period, Granicus shall repair or replace any Required Hardware provided directly from Granicus that fails to
function properly due to normal wear and tear, defective workmanship, or defective materials. Required
Hardware warranty shall commence on the Effective Date of each applicable Order, SOW or Exhibit.
3.6. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Granicus and /or its licensors
reserve all right, title and interest in the Granicus Products and Services, the documentation and resulting
product including all related intellectual property rights. Further, no implied licenses are granted to Customer.
4. Payment
4.1. Fees. Customer agrees to pay all fees, costs and other amounts as specified in each Order, SOW or Exhibit.
Granicus reserves the right to suspend any Granicus Products and Services should there be a lapse in payment.
A lapse in the term of each Order, SOW or Exhibit will require the payment of a setup fee to reinstate the
subscription. All fees are exclusive of applicable state, local, and federal taxes, which, if any, will be included in
the invoice. It is Customer's responsibility to provide applicable exemption certificate(s). Unless indicated
otherwise in the applicable Order, SOW or Exhibit, the fees shall be invoiced by Granicus and paid by Customer
as follows:
4.1.1. Products. Product setup and annual fees are due at the beginning of the Initial Term, then annually at
the beginning of any Extended Term or Order Term, within thirty (30) days of receipt of invoice.
4.1.2. Services. Services supporting Products shall be paid annually commencing upon the completion of the
Product implementation, or the Product being ready for Customer's use. Fees shall be paid by Customer
within thirty (30) days of receipt of invoice.
4.1.3. Required Hardware. For Required Hardware, delivery is complete once Customer receives Required
Hardware components with the configured Granicus Product and Services.
4.2. Disputed Invoiced Amounts. Customer shall provide Granicus with detailed written notice of any amount(s)
Customer reasonably disputes within thirty (30) days receipt of invoice for said amount(s) at issue. Granicus will
not exercise its rights under 4.1 above if Customer has, in good faith, disputed an invoice and is diligently trying
to resolve the dispute. Customer's failure to provide Granicus with notice of any disputed invoiced amount(s)
shall be deemed to be Customer's acceptance of the content of such invoice.
4.3. Price Increases. Any price increases not negotiated in advance shall be provided by Granicus to Customer at
least thirty (30) days prior to the end of the Order Term. Upon each yearly anniversary during the term of this
Agreement (including the Initial Term, all Extended Terms, and all Order Terms), the Granicus Product and
Services fees shall automatically increase from the previous term's fees by seven (7) percent per year.
5. Representations, Warranties and Disclaimers
5.1. Representations. Each Party represents that it has validly entered into this Agreement and has the legal power
to do so.
5.2. Warranties. Granicus warrants that it takes all precautions that are standard in the industry to increase the
likelihood of a successful performance for the Granicus Products and Services; however, the Granicus Products
and Services are provided "AS IS" and as available.
5.3. Disclaimers. EACH PARTY HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE
WHATSOEVER WHETHER ORAL AND WRITTEN, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON - INFRINGEMENT, AND FITNESS FOR A PARTICULAR
PURPOSE. GRANICUS DOES NOT WARRANT THAT GRANICUS PRODUCTS AND SERVICES WILL MEET
CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.
6. Confidential Information
6.1. Confidential Information. It is expected that one Party (disclosing Party) may disclose to the other Party
(receiving Party) certain information which may be considered confidential and /or trade secret information
( "Confidential Information "). Confidential Information shall include: (i) Granicus' Products and Services, (ii) non-
public information if it is clearly and conspicuously marked as "confidential" or with a similar designation at the
time of disclosure; (iii) non - public information of the disclosing Party if it is identified as confidential and /or
proprietary before, during, or promptly after presentation or communication and (iv) any information that
should be reasonably understood to be confidential or proprietary to the receiving Party, given the nature of
the information and the context in which disclosed.
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6.2. Exceptions. Confidential Information shall not include information which: (i) is or becomes public knowledge
through no fault of the receiving Party; (ii) was in the receiving Party's possession before receipt from the
disclosing Party; (iii) is rightfully receiving by the receiving party from a third party without any duty of
confidentiality; (iv) is disclosed by the disclosing Party without a duty of confidentiality on the third party; (v) is
independently developed by the receiving Party without use or reference to the disclosing Party's Confidential
Information; or (vi) is disclosed with the prior written approval of the disclosing Party.
Confidential Information of disclosing Party may be disclosed in response to a valid court order or other legal
process, only to the extent required by such order or process and, if allowed by law, only after the recipient has
given the owner written notice of such court order or other legal process promptly and the opportunity for the
owner to seek a protective order or confidential treatment of such Confidential Information.
6.3. Storage and Sending. In the event that Granicus Products and Services will be used to store and /or send
Confidential Information, Granicus must be notified in writing, in advance of the storage or sending. Should
Customer provide such notice, Customer must ensure that that Confidential Information or sensitive
information is stored behind a secure interface and that Granicus Products and Services be used only to notify
people of updates to the information that can be accessed after authentication against a secure interface
managed by Customer. Customer is ultimately accountable for the security and privacy of data held by Granicus
on its behalf.
6.4. Return of Confidential Information. Upon request of the disclosing Party, termination, or expiration of this
Agreement, the receiving Party shall, to the extent commercially practicable, destroy the disclosing Party's
Confidential Information and, at the disclosing Party's request, certify the same.
7. Term and Termination
7.1. Agreement Term. The Agreement Term shall begin on the Effective Date and continue through the latest date
of the Order Term of each Order, SOW or Exhibit under this Agreement, unless otherwise terminated as
provided in this Section 7. Each Order, SOW or Exhibit will specify an Order Term for the Granicus Products and
Services provided under the respective Order, SOW or Exhibit. Customer's right to access or use the Granicus
Products and Services will cease at the end of the Order Term identified within each Order, SOW or Exhibit,
unless either extended or earlier terminated as provided in this Section 7. Unless a Party has given written
notice to the other Party at least ninety (90) days prior to the end of the Order Term, the Granicus Products and
Services will automatically renew for an Extension Term equal in duration to the Initial Term, or the then -
current Order Term.
7.2. Effect of Termination. If the Parties agree to terminate this Agreement and an Order, SOW or Exhibit is still in
effect at the time of termination, then the terms and conditions contained in this Agreement shall continue to
govern the outstanding Order, SOW or Exhibit until termination or expiration thereof. If the Agreement is
terminated for breach, then unless otherwise agreed to in writing, all outstanding Orders, SOWs or Exhibits
shall immediately terminate as of the Agreement termination date. Unless otherwise stated in this Agreement,
in no event shall Customer be entitled to a refund of any prepaid fees upon termination.
7.3. Termination for Cause. The non - breaching Party may terminate this Agreement upon written notice if the
other Party is in material 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; (b) is 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. Granicus may, without liability,
immediately suspend or terminate any or all Order, SOW or Exhibit issued hereunder if any Fees owed under
this Agreement are past due pursuant to Section 4.1.
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7.4. Rights and Obligations After Termination. In the event of expiration or termination of this Agreement,
Customer shall immediately pay to Granicus all Fees due to Granicus through the date of expiration or
termination.
7.5. Survival. All rights granted hereunder shall terminate the latter of the termination or expiration date of this
Agreement, or each Order, SOW or Exhibit. The provisions of this Agreement with respect to warranties,
liability, and confidentiality shall survive termination of this Agreement and continue in full force and effect.
8. Limitation of Liability
8.1. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL GRANICUS BE
LIABLE FOR ANY SPECIAL, INDIRECT, PUNITVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER AN
ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, GRANICUS SHALL NOT BE LIABLE FOR: (A) ERROR
OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF CUSTOMER DATA; (B) COST OF
PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) LOSS OF BUSINESS; (D) DAMAGES
ARISING OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, OR RELATED
TECHNICAL SUPPORT; OR (E) FOR ANY MATTER BEYOND GRANICUS' REASONABLE CONTROL, EVEN IF GRANICUS
HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES OR DAMAGES.
8.2. LIMITATION OF LIABILITY. IN NO INSTANCE SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY FOR DIRECT
DAMAGES UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES
PAID BY CUSTOMER FOR THE GRANICUS PRODUCTS AND SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY
PRECEEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR
DIRECT DAMAGES. NEITHER PARTY MAY INSTITUTE AN ACTION IN ANY FORM ARISING OUT OF NOR IN
CONNECTION WITH THIS AGREEMENT MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ARISEN.
THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 4 ABOVE.
9. Indemnification
9.1. Indemnification by Granicus. Granicus will defend Customer from and against all losses, liabilities, damages
and expenses arising from any claim or suit by a third party unaffiliated with either Party to this Agreement
( "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 date of the applicable Order, SOW or Exhibit. In the event of such a
Claim, if Granicus determines that an affected Order, SOW or Exhibit is likely, or if the Solution is determined in
a final, non - appealable judgment by a court of competent jurisdiction, to infringe a valid U.S. copyright or U.S.
patent issued as of the date of the applicable Order, SOW or Exhibit, Granicus will, in its discretion: (a) replace
the affected Granicus Products and Services; (b) modify the affected Granicus Products and Services to render it
non - infringing; or (c) terminate this Agreement or the applicable Order, SOW or Exhibit with respect to the
affected Solution and refund to You any prepaid fees for the then - remaining or unexpired portion of the
Subscription Order Term. Notwithstanding the foregoing, Granicus shall have no obligation to indemnify,
defend, or hold Customer harmless from any Claim to the extent it is based upon: (i) a modification to any
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 rights of any third party.
•
9.2. Indemnification by Customer. Customer shall defend, indemnify, and hold Granicus harmless from and against
any Claims, and shall pay all Losses, to the extent arising out of or related to (a) Customer's (or that of anyone
authorized by Customer or using logins or passwords assigned to Customer) use or modification of any Granicus
Products and Services; (b) any Customer content; or (c) Customer's violation of applicable law.
9.3. Defense. With regard to any Claim subject to indemnification pursuant to this Section 9: (a) the Party seeking
indemnification 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 may reasonably participate in such defense, at its expense, with
counsel of its choice, but shall not settle any such Claim without the indemnifying Party's prior written consent.
The indemnifying Party shall not settle or compromise any Claim in any manner that imposes any obligations
upon the indemnified Party without the prior written consent of the indemnified Party.
10. General
10.1. Relationship of the Parties. Granicus and Customer acknowledge that they operate independent of
each other. Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership,
agency, or employee /employer relationship between the Parties for any purpose, including, but not limited to,
taxes or employee benefits. Each Party will be solely responsible for the payment of all taxes and insurance for
its employees and business operations.
10.2. 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.
10.3. 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.
10.4. Amendments. This Agreement may not be amended or modified except by a written instrument signed
by authorized representatives of both Parties. Notwithstanding the foregoing, Granicus retains the right to
revise the policies referenced herein at any time, so long as the revisions are reasonable and consistent with
industry practices, legal requirements, and the requirements of any third -party suppliers.
10.5. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law
that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event
that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be
interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the
remaining provisions of this Agreement will continue in full force and effect.
10.6. 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 (such consent not to be unreasonably withheld); provided, however, that either Party may
assign this Agreement without the other Party's consent in the event of any successor or assign that has
acquired all, or substantially all, of the assigning Party's business by means of merger, stock purchase, asset
purchase, or otherwise. Any assignment or attempted assignment in violation of this Agreement shall be null
and void.
10.7. No Third - Party Beneficiaries. Subject to Section 10.6, this Agreement is binding upon, and insures solely
to the benefit of the Parties hereto and their respective permitted successors and assigns; there are no third -
party beneficiaries to this Agreement.
10.8. 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 FedEx, 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; or (d) sending by email,
with confirmed receipt from the receiving party.
10.9. Force Majeure. Neither Party shall be in breach of this Agreement solely due to breach caused by
circumstances beyond the control and without the fault or negligence of the Party failing to perform. Such
causes include but are not limited to acts of God, wars, fires, floods, government regulations, shortage or
supplies, acts of terrorism, or strikes.
10.10. Choice of Law and Jurisdiction. This Agreement shall be governed by and interpreted under the laws of
the State of Minnesota, without reference to the State's principles of conflicts of law. The parties expressly
consent and submit to the exclusive jurisdiction of the state and federal courts of Ramsey County, Minnesota.
10.11. Entire Agreement. This Agreement, together with all Orders, SOWs or Exhibits referenced herein, sets
forth the entire understanding of the Parties with respect to the subject matter of this Agreement, and
supersedes any and all prior oral and written understandings, quotations, communications, and agreements.
Granicus and Customer agree that any and all Orders, SOWs or Exhibits are incorporated herein by this
reference. In the event of possible conflict or inconsistency between such documents, the conflict or
inconsistency shall be resolved by giving precedence in the following order: (1) the terms of this Agreement; (2)
Exhibits (excluding orders) hereto; (3) Orders; and (4) all other SOWs or other purchase documents.
10.12. Reference. Notwithstanding any other terms to the contrary contained herein, Customer grants
Granicus the right to use Customer's name and logo in customer lists and marketing materials.
10.13. Injunctive Relief. Granicus is entitled to obtain injunctive relief if Customer's use of Granicus Products
and Services is in violation of any restrictions set forth in this Agreement.
ADDENDUM
THIS ADDENDUM between the Board of County Commissioners of Monroe
County, Florida (hereinafter "Customer ") and Granicus, LLC (hereinafter "Granicus "),
attached to and made a part of the Granicus Contract /Quote Number Q -34902 and Master
Subscription Agreement for the purchase of Closed Captioning subscription services, will serve
to document the revisions agreed upon by both parties as set forth below. In the event of an
inconsistency between Granicus Contract /Quote Number Q- 34902, the Master Subscription
Agreement and the Addendum, the terms of this Addendum shall control.
1. Section 4.3. Price Increases. shall be amended to read as follows:
Price Increases. Any price increases not negotiated in advance shall be provided by Granicus
to Customer at least thirty (30) one hundred and twenty (120) days prior to the end of the Order
Term. Upon each yearly anniversary during the term of this Agreement (including the Initial
Term, all Extended Terms, and all Order Terms), the Granicus Product and Services fees shall
automatically increase from the previous term's fees no more than seven (7) percent per year,
and only if written notice of the increase is provided by Granicus at least one hundred and
twenty (120) days prior to the end of the Order Term.. Any price increase will be effective at
the start of the renewal term. No renewal price increase will exceed seven (7%) of the prior
term' s annual pricing.
2. Section 7.1. Agreement Term shall be amended to read as follows:
Agreement Term. The Agreement Term shall begin on the Effective Date and continue
through the latest date of the Order Term of each Order, SOW or Exhibit under this agreement,
unless otherwise terminated as provided in this Section 7. Each Order, SOW or Exhibit will
specify an Order Term for the Granicus Products and Services provided under the respective
Order, SOW or Exhibit. Customer's right to access or use the Granicus Products and Services
will cease at the end of the Order Term identified within each Order, SOW or Exhibit, unless
either extended or earlier terminated as provided in this Section 7. Unless a Party has given
written notice of non - renewal to the other Party at least ninety (90) days prior to the end of the
Order Term, the Granicus Products and Services will automatically renew for an Extension
Term equal in duration to the Initial Term, or the then - current Order Term. If Granicus has
given notice of a price increase as provided in Section 4.3, the County's notice of non - renewal
shall be effective if delivered no later than ten (10) days prior to the expiration of the then -
existing Order Term.
3. Section 7.2. Effect of Termination. shall be amended to read as follows:
Effect of Termination. "If the Parties agree to terminate this Agreement and an Order, SOW
or Exhibit is still in effect at-the time of termination, then the terms and conditions contained
termination or expiration thereof. Both parties agree this Agreement can be terminated at any
time, with or without cause, with ninety (90) days prior written notice provided to the other
party. Any monies paid in advance for services that were to be provided after the termination
date will be refunded by Granicus. Monroe County shall have no further obligation for
payment after the effective date of termination. If the Agreement is terminated for breach,
then unless otherwise agreed to in writing, all outstanding Orders, SOWs or Exhibits shall
immediately terminate as of the Agreement termination date. Unless otherwise stated in this
Agreement, in no event shall Customer be entitled to a refund of any prepaid fees upon
termination.
Page 1 of 2
4. Section 7.4. Rights and Obligations After Termination. shall be amended as follows:
Rights and Obligations After Termination. In the event of expiration or termination of this
Agreement, Customer shall immediately pay to Granicus all Fees due to Granicus through the
date of expiration or termination except as set forth in this Addendum.
5. Section 9.2 Indemnification by Customer shall be amended to read as follows:
Indemnification by Customer. Subject to and without waiving the protections of Section
768.28, Florida Statutes, Customer shall defend, indemnify, and hold Granicus harmless from
and against any Claims, and shall pay any Losses, to the extent arising out of or related to (a)
Customer's (or that of anyone authorized by Customer or using logins or passwords assigned
to Customer) or use or modification of any Granicus Products and Services; (b) any Customer
content; or (c) Customer's violation of applicable law.
BOARD OF COUNTY COMMISSIONERS
GRANICUS, LLC OF MONROE COUNTY, FLORIDA
By: BY:
Signature Sheryl Graham, Senior Director
Dawn Kubat, Vice President of Legal Monroe County Social Services for:
Printed Name/Title Roman Gastesi, County Administrator
WITNESS: �f
Signature MONROE COUNTY ATTORNEY
PROVED TO tOAM
v jZ
Amy Crea, Business and Contracts Specialist
Printed Name PEDRtl MERC !� RN
a A SISTA
Date q / / 8
Page 2 of 2
4. Section 7.4. Rights and Obligations After Termination. shall be amended as follows:
Rights and Obligations After Termination. In the event of expiration or termination of this
Agreement, Customer shall immediately pay to Granicus all Fees due to Granicus through the
date of expiration or termination except as set forth in this Addendum.
5. Section 9.2 Indemnification by Customer shall be amended to read as follows:
Indemnification by Customer. Subject to and without waiving the protections of Section
768.28, Florida Statutes, Customer shall defend, indemnify, and hold Granicus harmless from
and against any Claims, and shall pay any Losses, to the extent arising out of or related to (a)
Customer's (or that of anyone authorized by Customer or using logins or passwords assigned
to Customer) or use or modification of any Granicus Products and Services; (b) any Customer
content; or (c) Customer's violation of applicable law.
BOARD OF COUNTY COMMISSIONERS
GRANICUS, LLC OF MONROE e UNTY, FLORIDA
10
By: BY: r
Signature Sheryl Graham, Senior Director
Monroe County Social Services for:
Printed Name/Title Roman Gastesi, County Administrator
WITNESS:
Signature MONROE CO � TO M�
Printed Name PEDRO.1 MERCAD
ASSISTA
Date 4 /1
Page 2 of 2
County of Monroe ` ,,
# BOARD OF COUNTY COMMISSIONERS
The Florida Keys Mayor David Rice, District 4 �- y
Mayor Pro Tem Sylvia J. Murphy, District 5
Danny L. Kolhage, District 1
George Neugcnt, District 2
Heather Carruthers, District 3
Monroe County Board of County Commissioners
Office of the County Administrator
The Historic Gato Cigar Factory
1100 Simonton Street, Suite 205
Key West, FL 33040
(305) 292 -4441— Phone
(305) 292 -4544 - Fax
MEMORANDUM
To: Kevin Madok, Clerk of Courts
From: Roman Gastesi, County Administr.. / /
Date: June 22, 2018
RE: Out of Office
I will be out of the office Tuesday, June 26, 2018 through Friday, June 29, 2018 attending the Florida
Association of Counties Annual Conference. During my absence, Sheryl Graham, Sr. Director of Social
Services shall have full authority to act on my behalf.
Roman Gastesi
Cc: County Commissioners and Aides
County Attorney
Senior Management
Payroll
Finance