Item O2 0.2
County of Monroe P W
;� w 1rJ� BOARD OF COUNTY COMMISSIONERS
r,�� Mayor Craig Cates,District 1
The Florida Keys Mayor Pro Tem Holly Merrill Raschein,District 5
y Michelle Lincoln,District 2
James K.Scholl,District 3
Ij David Rice,District 4
County Commission Meeting
January 18, 2023
Agenda Item Number: 0.2
Agenda Item Summary #11573
BULK ITEM: Yes DEPARTMENT: County Administrator
TIME APPROXIMATE: STAFF CONTACT: Lindsey Ballard(305) 292-4443
n/a
AGENDA ITEM WORDING: Approval of a contract with Granicus, LLC for software, system
configuration, implementation and training to develop, implement and maintain an electronic, fully
integrated BOCC agenda process.
ITEM BACKGROUND:
PREVIOUS RELEVANT BOCC ACTION:
CONTRACT/AGREEMENT CHANGES:
n/a
STAFF RECOMMENDATION: Approval.
DOCUMENTATION:
Monroe County MSA (signed) (1)
FL—Monroe County FL_Q-207107_2022NOV7
FINANCIAL IMPACT:
Effective Date: January 18, 2023
Expiration Date:
Total Dollar Value of Contract: $19,718.40
Total Cost to County:
Current Year Portion: $19,718.40
Budgeted: Yes
Source of Funds:
CPI:
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Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: No If yes, amount:
Grant: No
County Match: No
Insurance Required: No
Additional Details:
REVIEWED BY:
Christine Limbert Completed 12/21/2022 12:02 PM
Purchasing Completed 12/21/2022 12:22 PM
Budget and Finance Completed 01/03/2023 9:25 AM
Brian Bradley Completed 01/03/2023 10:39 AM
Lindsey Ballard Completed 01/03/2023 11:37 AM
Board of County Commissioners Pending 01/18/2023 9:00 AM
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DocuSign Envelope ID:A6A99OC7-458E-4625-9755-2639B6DOD8E8
GRAN ICIJS
Master Subscription Agreement
US/Canada
This Master Subscription Agreement ("Agreement") is effective as of the date an Order or SOW (as
defined below) commences ("Effective Date") between the party procuring Granicus Products and/or
Services ("Client") and Granicus, LLC, a Minnesota Limited Liability Company ("Granicus").
1. Definitions. For the purpose of this Agreement, the following terms have the corresponding
definitions:
"Content"means any material or data: (i)displayed or published on Client's website; (ii)provided by Client
to Granicus to perform the Services; or(iii) uploaded into Products. ,
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"Products" means the online or cloud subscription services, on premise software, and embedded
software licensed to Client, and hardware components purchased by Client under this Agreement; U
"IP Rights" means all current and future worldwide statutory or other proprietary rights,whether
registered or unregistered, including but not limited to, moral rights, copyright,trademarks, rights in U)
designs, patents, rights in computer software data base rights, rights in know how, mask work,trade
secrets, inventions, domain or company names and any application for the foregoing, including
registration rights.
"Order" means a binding proposal, written order, or purchasing document setting forth the Products
made available to Client pursuant to this Agreement;
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"Services" means the consulting, integration, installation, and/or implementation services to be
performed by Granicus as described in the SOW;
"SOW"means a statement of work agreed to by the parties that references this Agreement and describes
the Services and Deliverables provided as part of a Services engagement pursuant to the Services U
provisions set forth in this Agreement; and
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2. Intellectual Property Ownership and Use Rights. 2
a) Intellectual Property Ownership. Granicus and its licensors own all IP Rights in the Products.
Client and its authorized users have no right,title or interest in the Products other than the license rights
expressly granted herein. All rights not expressly granted in the Products are reserved by Granicus or its
licensors.
b) License to Products. Granicus hereby grants Client a non-exclusive, non-transferable license to
access and use the Products identified in the Order during the Term set forth therein. In addition to the
terms of this Agreement and the Order, product-specific license terms applicable to certain of the
Products can be found at kE ir2ii „ , „airm Il g .Il llii it iiir �and are hereby incorporated into this Agreement
by reference. Granicus reserves all right,title and interest in and to all Granicus Products, including all
rights not expressly granted to Client under this Agreement.
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c) Third Party Contractors. Client may permit its third-party contractors to access and use the
Products solely on behalf of and for the benefit of Client, so long as: (i) such contractor agrees to comply
with this Agreement as if it were Client; (ii) Client remains responsible for each contractor's compliance
with this Agreement and any breach thereof; and (iii)all volume or transaction-based use of the Products
includes use by contractors. All rights granted to any contractor terminate immediately upon conclusion
of the Services rendered to Client that give rise to such right. Upon termination of such rights, contractor
will immediately cease all use of the Products and uninstall and destroy all confidential or proprietary
Granicus information in its possession. Client will certify compliance with this section in writing upon
Granicus' request.
d) Data Sources. Client may only upload data related to individuals that originates with or is owned
by Client. Client shall not upload data purchased from third parties without Granicus' prior written
consent and list cleansing Services provided by Granicus for an additional fee. Granicus will not sell, use,
or disclose any personal information provided by Client for any purpose other than performing Services c)
subject to this Agreement.
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e) Content. Client can only use Products to share Content that is created by or owned by Client
and/or Content for affiliated organizations, provided that use by Client for affiliated organizations is in
support only, and not as a primary communication vehicle for such organizations that do not have their
own license to the Products. Granicus is not responsible for any Content used, uploaded or migrated by
Client or any third party.
f) Advertising. Client shall not use Products to promote products or services available for sale
through Client or any third party without Granicus' prior written consent.
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g) Restrictions. Client shall not:
(i) Use or permit any end user to use the Products to store or display adult content, promote t0
illegal or immoral activities, send or store infringing, obscene,threatening or unlawful or
tortious material or disrupt others use of the Products, network services or network
equipment, including unsolicited advertising or chain letters, propagation of computer 0
worms and viruses, or use of the Products to make unauthorized entry into any other ;
device accessible via the network or Products;
(ii) Use the Products as a door or signpost to another server;
(iii) Disassemble, decompile, reverse engineer or make derivative works of the Products;
(iv) Rent, lease, lend, or host the Products to or for any third party, or disclose the Products
to any third party except as otherwise permitted in this Agreement or an Order or SOW;
(v) Use the Products in violation of any applicable law, rule, or regulation, including violation
of laws regarding the processing, use, or disclosure of personal information, or violation
of any United States export control or regulation, United States embargo, or denied or
sanctioned parties prohibitions; or
(vi) Modify, adapt, or use the Products to develop any software application intended for
resale which uses or competes with the Products in whole or in part.
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3. Term;Termination.
a) Agreement Term. This Agreement begins on the Effective Date and remains in effect for the
period set out in the Order ("Initial Term"). Thereafter, this Agreement will continue in effect until all
Orders or SOWS have expired or been terminated.
b) Order Term. Each Order will be effective on the date set out therein and will remain in effect
during the Initial Term identified in such Order. Each Order will automatically renew for twelve(12)month ,
terms (each, a "Renewal Term") unless either party gives the other party notice of non-renewal at least
sixty (60) days prior to the end of the applicable Term of the Order. The Initial Term and all Renewal
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Terms are collectively,the "Term". U
c) SOW Term. Each SOW will begin on the effective date of the SOW and will remain in effect until CL
the Services are completed, this Agreement is terminated, or the termination date set out in the SOW
(the "Termination Date"), whichever is later. If no specific Termination Date is designated in the SOW,
Client may terminate the SOW upon thirty(30) days written notice to Granicus.
d) Termination for Default. Either party may terminate this Agreement or any Order or SOW by
written notice if the other party commits a material breach of this Agreement or the applicable Order or
SOW and fails to cure such breach within thirty (30) days after receipt of such notice, or an additional
period of time as agreed to by the parties.
e) Effect of Termination. Upon expiration or termination of an Order or SOW for any reason: (i)
Client's right to access and use the Products will immediately cease(except for perpetual licenses granted
under an Order,which will continue to be governed by this Agreement for the duration of the license); (ii)
Client will promptly remit any fees due to Granicus under all Orders and SOWS; (iii)Granicus will promptly U
cease performance of any Services; and (iv)the parties will return or destroy any Confidential Information
of the other party in its possession, and certify upon request to the other party of compliance with the 0
foregoing. Client will have thirty (30) days from the expiration date of a subscription to extract or ..
download any Content stored in the Products. Granicus has no obligation to retain any Content after such
thirty(30)-day period nor is Granicus responsible for extracting the data on Client's behalf absent separate
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written agreement and the payment of additional fees.
f) Survival. Sections 4 (Fees, Payment), 9 (Confidentiality), 10 (Indemnification), 11 (Limitation of
Liability), 13 (Governing Law) and any other clause that by its nature is intended to survive will survive
termination of this Agreement indefinitely or to the extent set out therein.
4. Fees; Payment.
a) Fees. Client will pay all fees, costs and other amounts as specified in each Order or SOW. Annual
fees are due upfront at the beginning of each annual term. Services fees and one-time fees are due
according to the billing frequency specified in each Order or SOW. Granicus may suspend Client's access
to any Products if there is a lapse in payment not remedied promptly upon notice to Client.A lapse in the
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Term of each Order or SOW 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
Client's responsibility to provide applicable exemption certificate(s).
b) Payment.Client will remit payment of the fees due within thirty(30)days of receipt of an accurate
invoice from Granicus or its authorized reseller,or if Client is subject to different payment terms imposed
by applicable regulation, such required payment duration. Any disputed amounts will be identified in
writing to Granicus within the payment period or be deemed accurate and payable. With respect to any
amount due to Granicus which is not paid within thirty (30) days of an undisputed invoice, Granicus may
apply interest at the rate of one and half percent (1.5%) per month, or such lesser amount required by
law, assessed from the due date through the date of payment. Client acknowledges and agrees that
orders placed by Client for Products and Services will be non-cancellable and the fees paid are non- ,
refundable unless otherwise expressly stated in the Agreement.
c) Purchase Orders. Upon request, Granicus will reference a purchase order number on its invoices t)
if Client provides the corresponding purchase order information to Granicus prior to generating the
invoice. Client agrees that a failure to provide Granicus with purchase order information will not relieveCL
Client of its obligations to provide payment in accordance with this section. U)
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d) Price Changes. Subject to any price schedule or pre-negotiated fees to which this Agreement or
an Order may be subject, Granicus will provide notice of any price changes at least ninety (90) days prior
to the end of the current Term, which will become effective as of the next Renewal Term. Renewals at
the same volume amount will not increase more than ten percent (10%) over the prior year's fees.
Purchases of additional Products will be at Granicus'then-current price and licenses, subject to volume or
transaction metrics, and will be reviewed annually prior to commencement of the Renewal Term, with
fees adjusted to cover increases in Client's use.
e) Cooperative Purchasing. To the extent permitted by law the terms of this Agreement may be
extended for use by other municipalities, school districts and governmental agencies. Orders and SOWS
entered into by such third parties are independent agreements between the third party and Granicus and cj
do not affect this Agreement or any Order or SOW between Granicus and Client.
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f) Monroe County's performance and obligation to pay under this contract is contingent upon an
annual appropriation by the Monroe County Board of County Commissioners.
g) Granicus will submit to the Client invoices with supporting documentation that are acceptable to
the Monroe County Clerk of Court and Comptroller. Acceptability to the Monroe County Clerk of Court
and Comptroller is based on generally accepted accounting principles and such laws,rules,and regulations
as may govern the Clerk's disbursal of funds.
h) All payments will be made in accordance with the Local Government Prompt Payment Act, Sec.
218.70, Florida Statutes.
S. Client Responsibilities.
a) Content. Client will be solely responsible for the Content submitted to the Products and will
comply with all laws, rules and regulations relating to the use, disclosure and transmission of such
Content, including providing such to Granicus. Client represents and warrants it has the legal right to
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provide the Content to Granicus and that such use or disclosure does not violate the intellectual property,
privacy or other legal rights of any third party. Client grants Granicus a limited, non-exclusive right during
the Term to access and use the Content to provide the Products and Services. Content does not include
user feedback related to the Products or Services, which Granicus is free to use without any further
permission or consideration to Client. In addition, Content does not include data generated by use of the
Products, including system data and data derived from Content in an aggregated and anonymized form,
which may be used by Granicus for any and all business purposes including diagnostics and system and
product improvements.
b) Data Backup and Protection. Client will maintain a back-up of any data or data files provided to
Granicus. For certain Products, Granicus offers functionality that requires subscribers to enable password
protection of subscriber profiles and associated data. Client assumes all responsibility for implementing ,
and enforcing this security functionality in its sole discretion.
c) Passwords. Sign-on credentials used to access the Products are non-transferable. Client is U
responsible for keeping all passwords secure and for all use of the Products through Client's sign in
credentials.
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d) Cooperation. Client will provide any assistance reasonably required by Granicus to perform the
Services, including timely review of plans and schedules for the Services and reasonable access to Client's
offices for Services performed onsite.
e) Third-Party Technology. Client will be responsible for securing all licenses for third party
technology necessary for Granicus to perform the Services (including the right for Granicus to use such
technology)and will be responsible for the performance of any third-party providing goods or services to
Client related to the Services, including such third party's cooperation with Granicus.
6. Support. Basic support and maintenance services provided to Client for Products ("Support") is
included in the fees paid for the Granicus Product subscription or maintenance during the Term and will
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be provided in accordance with the Service Level Agreement set forth at airn ,.
Granicus may update its Support obligations under this Agreement,so long as the level of Support agreed
to by the parties is not materially diminished due to such modification. 0
7. Representations;Warranties; Disclaimers.
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a) Representations. Each Party represents that it has validly entered into this Agreement and has
the legal power to do so.
b) Warranties:
(i) Each party warrants that it has the rights necessary to grant to the other partythe licenses
granted in this Agreement.
(ii) Granicus warrants that it will perform its obligations in a professional and workmanlike
manner in accordance with industry standards.
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(iii) Client's sole and exclusive remedy and Granicus' sole obligation for breach of the
warranties in this Section are as follows: (i)for a breach of the warranty in Section 7.b.(i),the indemnity
in Section 10 of this Agreement; and (ii)for a breach of the warranty in Section 7.b.(ii) reperformance of
the non-conforming Services, provided that Client notifies Granicus of a non-conformity in this Section
during the thirty(30) day period following Granicus' completion of the applicable Services.
c) Disclaimers. EXCEPT AS EXPRESSLY STATED IN THIS THIS SECTION,THE PRODUCTS AND SERVICES
ARE PROVIDED "AS IS" AND GRANICUS DISCLAIMS ALL OTHER WARRANTIES, 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
PRODUCTS OR SERVICES WILL MEET CLIENT'S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL
BE UNINTERRUPTED OR ERROR FREE.
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8. Services.
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a) Granicus will perform Services in accordance with this Agreement and the SOW. Granicus is not
obligated to provide any Services unless set out in the SOW. Unless otherwise set out in the SOW or as
agreed to by the parties the Services will be performed remotely. Any estimates provided in the SOW,
including expected hours to complete the Services and any timeline provided by Granicus, are based on
known functional requirements and technical environments as of the effective date of the SOW. Changes
or delays in the work schedule originating with Client are subject to the project change procedure and
may result in an increase in fees.
b) Granicus grants Client a non-exclusive, non-transferable, royalty-free, perpetual license to use the
Deliverables on behalf of and for the benefit of Client independently and with the Products. Granicus
retains all right, title and interest to the Deliverables except for those rights expressly granted to Client
and reserves all rights not otherwise expressly granted herein. Deliverables and Services are deemed
accepted upon delivery unless otherwise set forth in a SOW. "Deliverable(s)" means any computer
software, written documentation, reports or materials developed by Granicus specifically for Client
pursuant to a SOW; U
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c) Any modifications to the Services must be in writing and signed by authorized representatives of
each party. Granicus personnel performing Services at Client's offices will comply with Client's policies 2
and procedures in effect at such location.
d) If agreed to by the Parties in the SOW, Client will also pay for all reasonable travel-related and
out-of-pocket expenses incurred by Granicus in the performance of the Services in accordance with
Client's travel and expense policy which will be provided to Granicus in writing (or Granicus' policy if none
is provided by Client) and which will be billed monthly and due thirty (30) days following date of invoice.
9. Confidentiality. During performance of the Services,each party may receive Confidential Information
of the other party.
a) "Confidential Information"means all confidential and/or trade secret information of either party
("Disclosing Party"), including but not limited to: (i) Granicus' Products; (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
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reasonably understood to be confidential or proprietary given the nature of the information and the
context in which disclosed,in each case that is disclosed to the other party("Receiving Party")or to which
the Receiving Party gains access in connection with performance of the Services.
b) Subject to freedom of information, government transparency, or similar applicable law, each
Receiving Party will receive and hold any Confidential Information in strict confidence and will: (i) protect
and safeguard the Confidential Information against unauthorized use, publication or disclosure; (ii) not
reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential Information except as
specifically authorized by the Disclosing Party; (iii) not use any Confidential Information for any purpose
other than in performance of this Agreement; (iv) restrict access to Confidential Information to those of
its advisors,officers,directors,employees,agents,consultants,contractors and lobbyists who have a need
to know, who have been advised of the confidential nature thereof, and who are under express written ,
obligations of confidentiality or under obligations of confidentiality imposed by law or rule; and (v)
exercise at least the same standard of care and security to protect the confidentiality of the Confidential
Information received by it as it protects its own confidential information, but no less than a reasonable U
degree of care.
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c) If a Receiving Party is requested or required in a judicial, administrative, or governmental
proceeding to disclose any Confidential Information, it will notify the Disclosing Party as promptly as
practicable so that the Disclosing Party may seek an appropriate protective order or waiver for that
instance, unless such notification is prohibited by law or judicial order.
d) The foregoing obligations do not apply to information that: (i) is already public or becomes
available to the public through no breach of this section; (ii)was in the Receiving Party's lawful possession
before receipt from the Disclosing Party; (iii) is lawfully received independently from a third party who is
not bound by a confidentiality obligation; or (iv) is independently developed by or on behalf of the
Receiving Party without use of any Confidential Information. LO
e) Upon written request of the Disclosing Party, the Receiving Party agrees to promptly return or
destroy all Confidential Information in its possession, and certify its destruction in writing, provided that U
the Receiving Party may retain a copy of the returned or destroyed items for archival purposes in
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accordance with its records retention policies and subject to this section.
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f) Disclosing Party may be irreparably damaged if the obligations under this section are not enforced
and as such may not have an adequate remedy in the event of a breach by Receiving Party of its obligations
hereunder. The parties agree, therefore, that Disclosing Party is entitled to seek, in addition to other
available remedies, an injunction restraining any actual, threatened or further breaches of the Receiving
Party's obligations under this section or any other appropriate equitable order or decree.
10. Indemnification.
a) Granicus will defend, indemnify and hold Client harmless from and against all losses, liabilities,
damages and expenses including reasonable attorney fees (collectively, "Losses") arising from any claim
or suit by an unaffiliated third party that the Products or Deliverables, as delivered to Client and when
used in accordance with this Agreement and the applicable Order or SOW, infringes a valid U.S. copyright
or U.S. patent issued as of the date of the applicable Order or SOW(a "Claim").
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b) To the extent permitted by applicable law, Granicus will have control of the defense and reserves
the right to settle any Claim. Client must notify Granicus promptly of any Claim and provide reasonable
cooperation to Granicus, upon Granicus' request and at Granicus' cost, to defend such Claim. Granicus
will not agree to any settlement which requires acknowledgment of fault or an incurred liability on the
part of an indemnified party not otherwise covered by this indemnification without indemnified party's
prior consent. Client may elect to participate in the defense of any claim with counsel of its choosing at
its own expense.
c) If the Products or Deliverables are subject to a claim of infringement or misappropriation, or if
Granicus reasonably believes the Products or Deliverables may be subject to such a Claim, Granicus
reserves the right, in its sole discretion, to: (i) replace the affected Products or Deliverable with non-
infringing functional equivalents; (ii) modify the affected Products or Deliverable to render it non- ,
infringing; or (iii)terminate this Agreement or the applicable Order or SOW with respect to the affected
Granicus Product or Deliverable and refund to Client any prepaid fees for the then-remaining portion of
the Order or SOW Term. U
d) Granicus will have no obligation to indemnify, defend, or hold Client harmless from any Claim toCL
the extent it is based upon: (i)a modification to the Granicus Product or Deliverable by anyone other than U)
Granicus; (ii) a modification made by Granicus pursuant to Client's required instructions or specifications
or in reliance on materials or information provided by Client; (iii) combination with the Products or
Deliverable with non-Granicus software or data; or (iv) Client's (or any authorized user of Client) use of
any Products or Deliverables other than in accordance with this Agreement.
e) This section sets forth Client's sole and exclusive remedy, and Granicus' entire liability, for any
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Claim that the Products, Deliverables or any other materials provided by Granicus violate or infringe upon
the rights of any third party.
11. Limitation of Liability.
a) EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, UNDER U
NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR ANY: (1) SPECIAL, INDIRECT, PUNITIVE,
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INCIDENTAL, OR CONSEQUENTIAL DAMAGES; OR (II) LOSS OR DAMAGE TO DATA, LOST PROFITS, SALES,
BUSINESS, GOODWILL OR ANTICIPATED SAVINGS, WHETHER AN ACTION IS IN CONTRACT OR TORT
(INCLUDING NEGLIGENCE) AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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b) IN NO EVENT, EXCEPT FOR CLIENT'S OBLIGATIONS TO PAY AMOUNTS DUE UNDER THE ORDER OR
SOW, OR GRANICUS' INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 10 (INDEMNIFICATION),
WILL EITHER PARTY'S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS ARISING IN CONNECTION WITH
THIS AGREEMENT(IN TORT(INCLUDING NEGLIGENCE),CONTRACTOR OTHERWISE) EXCEED THE AMOUNT
OF FEES PAID BY CLIENT TO GRANICUS IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE THE
DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM. HOWEVER, IF CLIENT HAS PAID
NO FEES UNDER THE TERMS OF AN ORDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE
OF THE INCIDENT GIVING RISE TO THE CLAIM, THE AGGREGATE LIABILITY OF GRANICUS TO CUSTOMER
FOR SUCH CLAIM SHALL NOT EXCEED FIVE THOUSDAND DOLLARS($5,000).
12. General.
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a) Force Majeure. With the exception of payment obligations, any delay in the performance by
either party of its obligations hereunder will 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.
b) Independent Contractor. Each party is an independent contractor and employees of each party
are not considered to be employees of the other party. No agency, partnership, joint venture or other
joint relationship is created by this Agreement. The parties shall not make any commitments binding on
the other or make any representation that they are acting for, or on behalf of, the other. Each party ,
assumes full responsibility for the actions of its personnel while performing the Services and such party
will be solely responsible for the supervision, daily direction,control of its personnel, and for the payment
of all of their compensation and any taxes related thereto. U
c) Publicity. Neither party will use the name of the other party in publicity releases or similar activityCL
without the consent of the other party, except Granicus may include Client's name and logo in client lists U)
and similar communications. cis
d) Waiver. No waiver of any breach of any provision of this Agreement or the SOW by either party
or the failure of either party to insist on the exact performance of any provision of this Agreement or the
SOW will constitute a waiver of any prior, concurrent or subsequent breach of performance of the same
or any other provisions hereof, and no waiver will be effective unless made in writing.
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e) Notices. Other than routine administrative communications, which may be exchanged by the
Parties via email or other means, all notices, consents,and approvals hereunder will be in writing and will
be deemed to have been given upon: (i)personal delivery;(ii)the day of receipt,as shown in the applicable
carrier's systems, if sent via Fed Ex, UPS, DHL, or other nationally recognized express carrier; (iii)the third
business day after sending by U.S. Postal Service, First Class, postage prepaid, return receipt requested; t3)
or (iv) sending by email, with confirmed receipt from the receiving party. Either Party may provide the
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other with notice of a change in mailing or email address in which case the mailing or email address, as
applicable, for that Party will be deemed to have been amended. Client's mailing and email address are 2
as set forth in the Order. The mailing and email address of Granicus is as follows:
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Contracts
408 St. Peter Street, Suite 600, Saint Paul, MN 55102
(651) 757-4154
contracts@granicus.com
f) Severability. If any provision of this Agreement, Order, or SOW, or portion thereof, is held to be
invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be severed and
the remaining provisions of the Agreement, Order or SOW will remain in full force and effect.
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g) Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of
its rights or obligations hereunder without the prior written consent of the other Party (such consent not
to be unreasonably withheld); provided that either Party may assign this Agreement with reasonable
notice to the other party to an affiliate or to a successor in interest resulting from acquisition of all, or
substantially all, of the assigning party's business by means of merger, stock or asset purchase, or
otherwise. Any assignment or attempted assignment in violation of this Agreement will be null and void.
h) Amendment. This Agreement may not be amended or modified except by a written instrument
signed by authorized representatives of both Parties.
i) Applicable Law. Each party will, at all times, exercise its rights and perform its obligations under
this Agreement in compliance with all applicable law, rules, and regulations.
j) Headings. The various section headings of this Agreement are inserted only for convenience of U
reference and are not intended, nor will they be construed to modify, define, limit, or expand the intent
of the Parties.
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k) No Third-Party Beneficiaries.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.
13. Governing Law. If Client is a public entity (a state or any agency or authority thereof, or county,
city or town, public educational institution or other entity that serves a public purpose), this Agreement
will be governed by and construed in accordance with the laws of the state in which the public entity is
located, with venue being a court of competent jurisdiction within such state. If Client is the Federal
government of the United States or any branch or agency thereof,this Agreement will be governed by the
laws of the United States with venue beingan Federal district court of competent jurisdiction. If Client
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is a private or commercial entity, this Agreement will be governed by the laws of the state of New York, 0
without reference to the state's conflict of law principles, with exclusive jurisdiction of the state and U
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federal courts located in the borough of Manhattan, New York, New York. If Client is located in Canada, 0
this Agreement will be governed by the laws of the Province of Ontario with suit brought only in the 0
General Division of the Ontario Court of Justice. No applicable principals of conflicts of laws, imputed ..
terms of the Uniform Commercial Code, or the United Nations Convention on contracts for the
international sale of goods will apply to this Agreement.
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14. Maintenance of Records. GRANICUS shall maintain all books, records, and documents directly <
pertinent to performance under this Agreement in accordance with generally accepted accounting
principles consistently applied. Records shall be retained for a four (4)years from the termination of this
agreement. Each party to this Agreement or its authorized representatives shall have reasonable and
timely access to such records of each other party to this Agreement for public records purposes during
the term of the Agreement and for four(4)years following the termination of this Agreement. If an
auditor employed by the CLIENT determines that monies paid to GRANICUS pursuant to this Agreement
WeFe .+f9F PH FPBSeS et the.r;i d by this A,.Fe--- .+ -were wrongfully retained by the
GRANICUS, GRANICUS shall repay the monies together with interest calculated pursuant to Sec. 55.03,
of the Florida Statutes, running from the date the monies were paid by the CLIENT.
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DocuSign Envelope ID:A6A99OC7-458E-4625-9755-2639B6DOD8E8
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1s. Nondiscrimination/Equal Employment Opportunity. GRANICUS and CLIENT agree that there
will be no discrimination against any person, and it is expressly understood that upon a determination
by a court of competent jurisdiction that discrimination has occurred,this Agreement automatically
terminates without any further action on the part of any party, effective the date of the court order.
GRANICUS and CLIENT agree to comply with all Federal and Florida statutes, and all local ordinances, as
applicable, relating to nondiscrimination. These include but are not limited to: 1)Title VII of the Civil
Rights Act of 1964 (PL 88-352)which prohibits discrimination on the basis of race, color or national
origin; 2)Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-
1686),which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of
1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4)The Age
Discrimination Act of 1975, as amended (42 USC ss. 6101-6107)which prohibits discrimination on the
basis of age; 5)The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to
nondiscrimination on the basis of drug abuse; 6)The Comprehensive Alcohol Abuse and Alcoholism U
Prevention,Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to
nondiscrimination on the basis of alcohol abuse or alcoholism; 7)The Public Health Service Act of 1912,
ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and
drug abuse patient records; 8)Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as
amended, relating to nondiscrimination in the sale, rental or financing of housing; 9)The Americans with
Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to
nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II,which
prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual
orientation, gender identity or expression,familial status or age; 11) Any other nondiscrimination
provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of,
this Agreement.
16. Public Access. The Client and GRANICUS shall allow and permit reasonable access to, and U
inspection of, all documents, papers, letters, or other materials in its possession or under its control
subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Client and 0
GRANICUS in conjunction with this Agreement; and the Client shall have the right to unilaterally cancel
this Agreement upon violation of this provision by GRANICUS.
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17. Public Entity Crime Statement.A person or affiliate who has been placed on the convicted vendor
list following a conviction for public entity crime may not submit a bid, proposal, or reply on a contract to
provide any goods or services to a public entity, may not submit a bid, proposal, or reply on a contract
with a public entity for the construction or repair of a public building or public work, may not submit bids
on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier,
subcontractor, or consultant under a contract with any public entity, and may not transact business with
any public entity in excess of the threshold amount provided in Section 287.017,for CATEGORY TWO for
a period of 36 months from the date of being placed on the convicted vendor list.
18. Ethics Clause. In accordance with Section 5 (b) Monroe County Ordinance No. 010-1990 the
following ethics clause; "(Person or business entity) warrants that he/it had not employed, retained or
Packet Pg. 2812
DocuSign Envelope ID:A6A99OC7-458E-4625-9755-2639B6DOD8E8
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otherwise had act on his/its behalf any former County officer or employee subject to the prohibition of
Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of
Ordinance No. 020-1990. For breach or violation of this provision the Client may, in its discretion,
terminate this contract without liability and may also, in its discretion, deduct from the contract or
purchase price, or otherwise recover the full amount of any fee, commission, percentage, gift, or
consideration paid to the former County officer or employee.
19. Attestations. GRAN ICUS agrees to execute such documents as the Client may reasonably require,
to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement.
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20. E-Verify System. Beginning January 1, 2021, in accordance with F.S. 448.095, the Granicus and any
subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify c)
system to verify the work authorization status of all new employees hired by the Granicus during the term
of the Contract and shall expressly require any subcontractors performing work or providing servicesCL
pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system
to verify the work authorization status of all new employees hired by the subcontractor during the
Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not
employ, contract with, or subcontract with an unauthorized alien.The Granicus shall comply with and be
subject to the provisions of F.S. 448.095
21. Entire Agreement.This Agreement and Orders and SOWS governed by this Agreement constitutes
the entire agreement between Granicus and Client, and supersedes all prior agreements, requests for
proposals or pricing and the corresponding responses, understandings, representations or
correspondence relevant to the subject matter hereof. Perpetual licenses granted to Client under prior
agreements remain in full force and effect. Inconsistencies between documents will be resolved in the
following order: (1)this Agreement; (ii) Orders and SOWS; (iii) all other purchase documents executed by
the parties (except for any pre-printed or standard terms contained on purchase orders which shall have
no force or effect); (iv) Granicus' response to Client's RFI, RFP, RFQ; and (v) Client's RFI, RFP, RFQ. If Client cj
issues a purchase order, Granicus hereby rejects any additional or conflicting terms appearing on the
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purchase order or any other ordering materials submitted by Client. Client has not been induced to enter
into this Agreement or the SOW by any representations or promises not specifically stated herein. O
DocuSigned by:
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(Authorized Signature) (Authorized Signature)
Name Kelly Oliver Name
(Print or Type Name of Signatory) (Print or Type Name of Signatory)
Title: vice President - Contracts Title:
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DocuSign Envelope ID:A6A99OC7-458E-4625-9755-2639B6DOD8E8
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Date: 11/2/2022 Date:
(Execution Date) (Execution Date)
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GRAN IC-JS
408 Saint Peter Street, Suite 600 THIS IS NOT AN INVOICE Order Form
Saint Paul, MN 55102 Prepared for
United States Monroe County FL
Granicus Proposal for Monroe County FL
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Prepared By: Erin Pardue
Phone: 1.909.641.5949
Email: erin.pardue@granicus.com
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Order#: Q-207107 0
Prepared On: 11/07/2022 -�
Expires On: 1 1/21/2022 as
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Currency: USD
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of
performance.)
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Period of Performance: The Agreement will begin on date of signature and will continue through
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the end of the then current billing term, and will continue for an additional CYi
24 months thereafter.
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Order Form
Monroe County FL
The pricing and terms within this Proposal are specific to the products and volumes contained within this
Proposal.
Solution Qudntity/Unit 'PrIor Annudl Fee'
IQM2- Civic Streaming 0 Each $7,257.60
IQM2- eSignatures 0 Each $2,784.00
IQM2-Agenda & Minutes 0 Each $9,676.80
SUBTOTAL: $19,718.40
Upon the signing of this Agreement, annual fees for the terminating subscription(s) shall cease. Any pre-paid °b
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fees for the terminating subscription(s) after the signing of this Agreement will be prorated from the signing of
this Agreement to the end of the Client's then-current billing term, credited, and such credit applied to the
annual fees for new subscriptions.
Client will continue to have access to and use the terminating solution until the new subscription(s) is/are
deployed.
Upon the deployment of Client's new solution as determined at Granicus'sole discretion, Granicus shall removeCq
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Order Form
Monroe County FL
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olufioin Billing Oucin i y/Unit -One-Time,Fee
Frequency.
Meeting Efficiency-Setup &
Configuration (Standard) Up Front 1 Each $900.00
Minutes -Online Training Upon Delivery 2 Hours $450.00
Government Transparency-Setup &
Up Front 1 Each $0.00
Configuration
Granicus Encoding Appliance
Hardware -SDI (AMAX) (GT) Upon Delivery 1 Each $3,500.00 0
Granicus Video-Online Training Upon Delivery 6 Hours $0.00
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Peak-Setup & Configuration Up Front 1 Each $0.00
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Peak Online Group Training Upon Delivery 6 Hours $0.00
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Open Platform -Setup and
Configuration Up Front 1 Hours $0.00 rl-
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Hardware -Setup & Config Upon Delivery 1 Each $875.00
US Shipping Charge C - Large Item Upon Delivery 1 Each $125.00
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Open Platform -Setup and
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Send Agenda (Peak) Set up and Config Up Front 1 Each $0.00CY
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govDelivery for Integrations Set Up and
Config Up Front 1 Each $0.00
SUBTOTAL $5,1850.00 0
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Monroe County FL
OEM
Billing
olufloin Oucin i y/Unit Annual Fee,
Frequency.
Meeting Efficiency Suite
Annual 1 Each $0.00
Government Transparency Suite
Annual 1 Each $5,518.40
Peak Agenda Management
Annual 1 Each $13,000.00
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Annual 1 Each $0.00
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Open Platform Suite
Annual 1 Each $0.00
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Send Agenda (Peak)
Annual 1 Each $0.00
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(GT) Annual 1 Each $1,200.00
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Annual 1 Each $0.00
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SUBTOTAL: $19,718.40CY
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Please note, annual fees for new subscriptions will be prorated to align to Client's then-current billing term.
Exceptions include Recurring Captioning Services, SMS, and Targeted Messages.
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!Yea!r2!!!! Year,3
Meeting Efficiency Suite $0.00 $0.00
Government Transparency Suite $5,794.32 $6,084.04
Peak Agenda Management $13,650.00 $14,332.50
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Open Platform Suite $0.00 $0.00
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Send Agenda (Peak) $0.00 $0.00
Granicus Encoding Appliance Software (GT) $1,260.00 $1,323.00
govDelivery for Integrations $0.00 $0.00
:SUBTOTAL: - $20,704.32 $21,731.54
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Monroe County FL
Solution, Desceipillon,
Meeting Efficiency Suite Meeting Efficiency is a hybrid Software-as-a-Service (SaaS) and Hardware-
as-a-Service (HaaS) 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 LiveManager to record roll calls, motions, votes, notes, and
speakers, all indexed with video. Use the index points 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
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• 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
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formatting in MS Word if desired
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• Up to one (1) MS Word minutes template (additional templates can
be purchased if needed)
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Government Transparency Government Transparency are the live in-meeting functions. Streaming of
Suite an event, pushing of documents, and indexing of events.
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Peak Agenda Management Peak Agenda Management is a Software-as-a-Service (SaaS) solution that
enables government organizations to simplify the agenda management
and minutes recording process of the clerk's office. Peak Agenda i
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
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Order Form
Monroe County FL
Solution, Desceipillon,
Meeting Efficiency-Setup & Setup and Configuration for Meeting Efficiency Suite includes
Configuration (Standard) implementation of:
• Up to one (1) client Installation of Minutes Maker (compatible client
hardware required for software)
• Up to one (1) Minutes report
Minutes -Online Training online training for Minutes, which allows clients to have online sessions with
a Granicus trainer to show clerks how to take minutes during a meeting19
and how to edit and publish them after a meeting.
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Open Platform Suite Open Platform is access to MediaManager, upload of archives, ability to
post agendas/documents, and index of archives. These are able to be g
published and accessible through a searchable viewpage.
Government Transparency- Setup and Configuration for Government Transparency Suite includes
Setup & Configuration implementation of:
• Up to one (1) View Page and Player template
• Up to one (1) Live Manager configuration
Granicus Encoding Appliance AMAX Encoder with Osprey SDI Card. Used to pass commands and data
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Hardware-SDI (AMAX) (GT) from LiveManager that include Start/Stop of webcast, indexing, and
document display. Also serves to distribute video and captions to be
distributed to the CDN or Performance Accelerator.
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Granicus Video-Online Training Granicus Video-Online Training
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Open Platform Suite Open Platform is access to MediaManager, upload of archives, ability to
post agendas/documents, and index of archives. These are able to be
published and accessible through a searchable viewpage.
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Send Agenda (Peak) Send Agenda is dependent on an active subscription to the relevant
govMeetings agenda.
Peak-Setup & Configuration Setup and Configuration for Peak Agenda Management includes
implementation of:
• Up to one (1) meeting body's Standard Agenda, Cover Page and
Minutes report template
• Up to one (1) public view page portal
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Order Form
Monroe County FL
Solution, Desceipillon,
Peak Online Group Training Online Group Training for Peak Agenda Management allows clients to
have up to six (6) users participate in online group sessions with a
Granicus trainer and other client users to learn how to use the system.
Open Platform -Setup and Setup and configuration for Open Platform
Configuration
Granicus Encoding Appliance Granicus Encoding Appliance Software (GT) This includes the LiveManager
Software (GT) Software solution where webcasts are started/stopped, agendas 0
amended and indexed, votes and attendance recorded, and minutes -�
created.
Granicus Encoding Appliance Remote configuration and deployment of an encoding appliance.
Hardware-Setup & Config
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US Shipping Charge C - Large US shipping of a large item
Item
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Open Platform -Setup and Setup and configuration for Open Platform
Configuration
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govDelivery for Integrations Send notification bulletins directly to constituents who subscribe to receive
updates directly through Granicus (powered by govDelivery). Receive a
monthly metrics report delivered via email to show subscriber growth and 0
engagement activity for the past month of bulletin sends, and grow as
subscribers through access to the Granicus Advanced Network.
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the relevant govMeetings agenda or govAccess CMS solutions.
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III GRX lqICUS rwacKk ltI�) IIIII IIII IIIII IIIII IIII' U l [ IRMA n I i
• Granicus Communications Suite Subscriber Information.
o Data provided by the Client and contact information gathered through the Client's own web
properties or activities will remain the property of the Client ('Direct Subscriber'), including any
and all personally identifiable information (PII). Granicus will not release the data without the
express written permission of the Client, unless required by law.
o Granicus shall: (i) not disclose the Client's data except to any third parties as necessary to
operate the Granicus Products and Services (provided that the Client hereby grants to
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�(( 7 GRANICUS
Order Form
Monroe County FL
Granicus a perpetual, non-cancelable, worldwide, non-exclusive license to utilize any data, on
an anonymous or aggregate basis only, that arises from the use of the Granicus Products by
the Client, whether disclosed on, subsequent to, or prior to the Effective Date, to improve the
functionality of the Granicus Products and any other legitimate business purpose, including the
right to sublicense such data to third parties, subject to all legal restrictions regarding the use
and disclosure of such information).
• Data obtained through the Granicus Advanced Network.
o Granicus offers a SaaS product, known as the Communications Cloud, that offers Direct
Subscribers recommendations to subscribe to other Granicus Client'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.
o Network Subscribers are available for use while the Client is under an active subscription with
Granicus. Network Subscribers will not transfer to the Client upon termination of any Granicus
Order, SOW, or Exhibit. The Client shall not use or transfer any of the Network Subscribers after °b
termination of its Order, SOW, or Exhibit placed under this agreement. All information related to
Network Subscribers must be destroyed by the Client within 15 calendar days of the Order,
SOW, or Exhibit placed under this agreement terminating.
o Opt-In. During the last 10 calendar days of the Client's subscription, the Client may send an opt-
in email to Network Subscribers that shall include an explanation of the Client's relationship with
Granicus terminating and that the Network Subscribers may visit the Client's website to
subscribe to further updates from the Client in the future. Any Network Subscriber that does not
opt-in will not be transferred with the subscriber list provided to the Client upon termination.
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• Granicus will be migrating all clients with SMS/Text Messaging Solutions using a shared short code
option to a unique standard toll-free number within the United States (International numbers not
supported). Short Codes are recommended for Text-to-Subscribe functionalities, if enabled where
available, for an additional fee. 0
• Client must have explicit opt-in for all destinations sent to and adhere to all CTIA guidelines for the
duration of its use.
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• Upon the effective date, this Agreement shall supersede and replace any previous agreement between the
parties for the Terminating and/or Existing Subscriptions listed herein. All such prior agreements between the
parties are hereby void and of no force and effect.
• 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).
• Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate
the subscription.
• Notwithstanding anything to the contrary, Granicus reserves the right to adjust pricing at any renewal in which
the volume has changed from the prior term without regard to the prior term's per-unit pricing. CL
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• Granicus will provide a three (3) year warranty with respect to required hardware. Within the three (3) year
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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.
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G_R AN I C-US Order Form
Monroe County FL
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Billing Contact: Purchase Order - No
Required? -Yes
...........................................................................................................................................................
Billing Address: PO Number:
If PO required
..............."I'l""I'll""I'll'll""I'll""I'll",'ll""I'll""II............... ..............."I'l""I'll""I'll'll"",',,""I',l",lI............... ............... ............... ...............
Billing Email: Billing Phone:
If submitting a Purchase Order, please include the following language:
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The pricing, terms, and conditions of quote Q-207107 dated 1110712022 are incorporated into this Purchase
Order by reference and shall take precedence over any terms and conditions included in this Purchase Order. 0
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By signing this document, the undersigned certifies they have authority to enter the agreement. The 2
undersigned also understands the services and terms.
Monroe County FL 0
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Monroe County FL
ClearCaster Terms&Conditions
The ClearCaster products are subject to the following terms:
Permitted Use. Granicus hereby grants during each Order Term or as otherwise specified in the Order,
and Customer hereby accepts, solely for its internal use, a worldwide, revocable, non-exclusive, non-
transferrable right to use the ClearCaster products to the extent allowed in the relevant Order
(collectively the"Permitted Use").The Permitted Use shall also include the right, subject to the
conditions and restrictions set forth herein,to use the ClearCaster products up to the levels limited in the
applicable Order.
Data Sources. Data uploaded into ClearCaster products must be brought in from Customer sources o
(interactions with end users and opt-in contact lists). Customer cannot upload purchased contact
information into the ClearCaster products without Granicus' written permission and professional °b
services support for list cleansing.
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Passwords. Passwords are not transferable to any third party. Customer is responsible for keeping all
passwords secure and all use of the the ClearCaster products accessed through Customer's passwords.
Content.Customer can only use the ClearCaster products to share content that is created by and
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owned by Customer and/or content for related organizations provided that it is in support of other 04
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organizations but not as a primary communication vehicle for other organizations that do not have a 04rl-
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.
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Disclaimers.Any text, data, graphics, or any other material displayed or published on Customer's i
website must be free from violation of or infringement of copyright,trademark,service mark, patent,
trade secret, statutory, common law or proprietary or intellectual property rights of others. Granicus is
not responsible for content migrated by Client or any third party. o
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Advertising.The ClearCaster products 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 i
reserves the right to request and review the details of any agreement betweenCustomer and a third
party that compensates Customer for the right to have information included in Content distributed or
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made available through the ClearCaster products prior to approving the presence of Advertising within E
the ClearCaster products.
Restrictions.Customer shall not:
■ Misuse any Granicus resources or the ClearCaster products or cause any disruption, including but
not limited to, the display of pornography or linking to pornographic material, advertisements,
solicitations, or mass mailings toindividuals who have not agreed to be contacted;
■ Use any process, program, or tool for gaining unauthorized access to the systems, networks, or
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accounts of other parties, including but not limited to, other Granicus customers;
■ Customer must not use the Granicus products,services or the ClearCaster products in a manner
in which system or network resources are unreasonably denied to other Granicus clients;
■ Customer must not use the services or ClearCaster products as a door or signpost to another
server.
■ Access or use any portion of the ClearCaster products,except as expressly allowed by this Order;
■ Copy, distribute, sublicense, or otherwise share,software provided on the ClearCaster products;
■ Disassemble, decompile, or otherwise reverse engineer all or any portion of the ClearCaster °b
products;or add or remove software on the ClearCaster products without Granicus consent;
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■ Use the ClearCaster products for any unlawful purposes;
■ Export or allow access to the ClearCaster products in violation of U.S. laws orregulations;
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■ Except as expressly permitted in this Order, subcontract, disclose, rent, or lease the ClearCaster 04rl-
products, or any portion thereof, for third party use; or
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■ Modify, adapt, or use the ClearCaster products to develop any software application intended CY
for resale which uses the ClearCaster products in whole or in part.
Customer Feedback. Customer assigns to Granicus any suggestion, enhancement, request,
recommendation, correction or other feedback provided by Customer relating to the use of the as
ClearCaster products.Granicus may use such submissions as it deems appropriate in its sole discretion.
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Reservation of Rights. Subject to the limited rights expressly granted hereunder, Granicus and/or its i
licensors reserve all right,title and interest in the ClearCaster products,the documentation and resulting
product including all related intellectual property rights. Further, no implied licenses are granted to
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Customer.The Granicus name,the Granicus logo,and the product names associated with the services are E
trademarks of Granicus or its suppliers, and no right or license is granted to use them.
License to Content; Access. Customer hereby grants Granicus and its vendors a limited right and license
to view, access, use, modify, adapt, reproduce, transmit, distribute, display, and disclose Content for the
sole purpose of providing the ClearCaster products.Customer agrees that Granicus and its vendors may
remotely access the ClearCaster products for the sole purpose of providing Granicus products and
services, and the ClearCaster products.
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Warranties and Disclaimers.The ClearCaster products are provided "AS IS"and as available. 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 WARRANTIESOF
MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER
GRANICUS NOR ITS SUPPLIERS WARRANT THAT THE CLEARCASTER PRODUCTS WILL MEET CUSTOMER'S
REQUIREMENTS NOR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.
Notwithstanding the foregoing and subject to payment of all applicable fees, 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.
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EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL
GRANICUS NOR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES,WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE CLas
THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, GRANICUS NOR ITS SUPPLIER SHALL BE LIABLE FOR: (A) ERROROR INTERRUPTION OF USE OR
FOR LOSS OR INACCURACY OR CORRUPTION OF CUSTOMER DATA; (B) COST OF PROCUREMENT OF
SUBSTITUTE GOODS, SERVICES, TECHNOLOGY, OR HARDWARE; (C) LOSS OF BUSINESS; (D) DAMAGES
ARISING OUT OF ACCESSTO OR INABILITYTO ACCESSTHE SERVICES,SOFTWARE, CONTENT, HARDWARE,
CLEARCASTER PRODUCTS, OR RELATED TECHNICAL SUPPORT; OR (E) FOR ANY MATTER BEYOND
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GRANICUS' REASONABLE CONTROL, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH04
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DAMAGES.
LIMITATION OF LIABILITY. IN NO INSTANCE SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY FOR04
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DIRECT DAMAGES RESULTING EXCLUSIVELY FROM THE CLEARCASTER PRODUCTS (WHETHER IN CYI
CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY CUSTOMER FOR GRANICUS PRODUCTS
AND SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY
NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT DAMAGES. NEITHER PARTY MAY
INSTITUTE AN ACTION IN ANY FORM ARISING OUT OF NOR IN CONNECTION WITH THE CLEARCASTER as
PRODUCTS MORE THAN TWO (2)YEARS AFTER THE CAUSE OF ACTION HAS ARISEN.
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