7. 01/03/2024 Agreement Monroe County Purchasing Policy and Procedures
ATTACHMENT D.5
COUNTY ADMINISTRATOR
CONTRACT SUMMARY FORM FOR CONTRACTS $1,00,000.00 and Under
Contract with. Granicus LLC Contract 9 0-304929
Effective Date: Signciture
Expiration Date: 8/31/26'
Contract Purpose/Description:
Replace existing PEAK agenda software,by Geanicus LLG,\With new ONE MEETING agenda software;by Granicus LLC,
The goal of this transition is to improve user experience;,With a superior product, owned by the same vendor.
ONE MEETING was not in the vendor portfolio, and therefore not available, at the time of purchase of PEAK.
This zero-dollor transition credits any existing prepayments to the new prorated agreement:
Contract is Original Agreement Contract Amendment/Extension Renewal
Contract Manager: Krystal Gomez 4441 1 CAD
CONTRACT COSTS
Total Dollar Value of Contract: $ 58,216.04 Current Year Portion: $ 13,649.919
(must be$100,000.00 or less) (If multiyear agreement then
requires BOCC approval,unless the
gos�fl cuwuk e�m,auw c
E'd00,000 00 or
Budgeted? Yes*-] No ❑
Grant: $ County Match: $
Fund/Cost Center/Spend Catewry: OW-00101-sc 00038-Professidnal.Sorvices
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
(Not included in dollar value above) (e.g. maintenance,utilities,janitorial,salaries,etc.)
Insurance Required: YES LINO (]
CONTRACT REVIEW
Reviewer Date In
Department Head Signature: Alan MacEachern Dataal202312.28 Alan Mac05'DD'n
Date:2o23.12.28 14:50'.21-o5'0o'
County Attorney Signature: Christine Limbert-Barrows
Risk Management Signature:
Julie E. Cuneo Dig"allysignedbyJulieE.Cur—
Purchasing Signature: Date:2024_a 1 02 113329-05'00'
John Quinn Digitally signed by John oulnn
OMB 1T/{�) Signature: Date:2024.at 03 os:os 57-os'oo'
Comments:
Revised BOCC 4/19/2023
Page 84 of 105
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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.
"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;
"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 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;
"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 provisions set forth in this Agreement;
and
2. Intellectual Property Ownership and Use Rights.
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 and are hereby incorporated into this Agreement
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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.
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 subject to this Agreement.
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.
g) Restrictions. Client shall not:
(i) Use or permit any end user to use the Products to store or display adult
content, promote 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 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;
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(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.
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
Terms are collectively, the "Term".
c) SOW Term. Each SOW will begin on the effective date of the SOW and will
remain in effect until 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
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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 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 written agreement and the payment of additional fees.
f) Survival. Sections 4 (Fees, Payment), 9 (Confidentiality), 10 (Indemnification),
I I (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
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
numbr on its invoices 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 relieve Client of its obligations to
provide payment in accordance with this section.
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.
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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 do not affect
this Agreement or any Order or SOW between Granicus and Client.
5. 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 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 responsible for keeping all passwords secure and for all use of
the Products through Client's sign in credentials.
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
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subscription or maintenance during the Term and will be provided in accordance
with the Service Level Agreement set forth at ........................................ rc:�r7iir usor c.:>rr� Iles c: 11 'censiin( .
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.
7. Representations; Warranties; Disclaimers.
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
party the 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.
(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.
8. Services.
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
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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;
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 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 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 degree of care.
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
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Disclosing Party as promptly as practicable so that the Disclosing Party may seek on
appropriate protective order or waiver for that instance, unless such notification is
prohibited by law orjudicial order.
d) The foregoing obligations do not apply toinformation that: 0 is already public
or becomes available to the public through no breach of this section; (ii) was in the
Receiving Porty's lawful possession before receipt from the Disclosing Party; (iii) is
lawfully received independently from o third party who is not bound by o
confidentiality obligation; or (iv) is independently developed by or on behalf of the
Receiving Party without use of any Confidential Information.
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 the Receiving Party may retain o copy ofthe
returned or destroyed items for archival purposes in accordance with its records
retention policies and subject to this section.
f) Disclosing Party may be irreparably dorno{Jed if the obligations under this
section are not enforced and as such may not have on 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, on 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.
lO' Indemnification.
o) 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 doinn or suit by on 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 o valid
U.S. copyright or U.S. potent issued as of the dote of the applicable Order orSOW (o
' C|oinn").
b) To the extent permitted by applicable |ow' GronicuuwiU have control of the
defense and reserves the right to settle any Claim. Client must notify Gronicus
promptly ofany C|oirn and provide reasonable cooperation to Gronicuu' upon
Gronicus' request and at Gronicus' cost' to defend such Claim. GronicusviU not
agree to any settlement which requires acknowledgment of fault oron incurred
liability on the port of on indemnified party not otherwise covered by this
indemnification without indemnified porty's prior consent. Client may elect to
participate in the defense of any c|oirn with counsel of its choosing at its own
expense.
d If the Products or Deliverables are subject to o c|oirn of infringement or
misappropriation, or if Gronicus reasonably believes the Products or Deliverables
may be subject tosuch o C|oirn' Gronicus reserves the right, in its sole discretion' to:
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(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.
d) Granicus will have no obligation to indemnify, defend, or hold Client harmless
from any Claim to the extent it is based upon: (i) a modification to the Granicus
Product or Deliverable by anyone other than 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 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 NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR ANY:
(1) SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; OR (11)
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.
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), CONTRACT OR 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.
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
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service attack; any earthquake; any act ofo public enemy, war, insurrection' hot'
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 on independent contractor and
employees of each party are not considered to be employees ofthe 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 ofits 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.
c) Pub|lclfy. Neither party will use the name of the other party in publicity
releases or similar activity without the consent of the other party, except Gronicus
may include Client's name and logo in client lists and similar communications.
d) VValver. No waiver ofany breach of any provision of this Agreement or the
S[)YV by either party orthe failure of either party to insist on the exact performance
of any provision of this Agreement or the S[)YV will constitute o waiver of any prior,
concurrent or subsequent breach of performance of the some or any other
provisions hereof' and no waiver will be effective unless made in writing.
e) Notices. Other than routine administrative communications, which may be
exchanged by the Parties via ernoi| or other means, all notices, consents' and
approvals hereunder will be in writing and will be deemed to have been given upon:
0 personal delivery; (ii) the day ofreceipt, as shown in the applicable carrier's
systems' if sent via FedEx, UPS' OHL' or other nationally recognized express carrier;
(iii) the third business day after sending by U.S. Postal Service' First C|ouu' postage
prepaid, return receipt requested; or (iv) sending by email, with confirmed receipt
from the receiving party. Either Party may provide the other with notice of o change
in rnoi|in{J or email address in which case the rnoi|in{J or email address, as applicable,
for that Party will be deemed to have been amended. Client's mailing and email
address are os set forth in the Order. The mailing and email address ofGronicusis
as follows:
Contracts
408 St. Peter Street, Suite 600, Saint Paul, MN
55102
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(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.
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 reference and are not intended, nor will they be construed to
modify, define, limit, or expand the intent of the Parties.
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 being any
Federal district court of competent jurisdiction. If Client is a private or commercial
entity, this Agreement will be governed by the laws of the state of New York, without
reference to the state's conflict of law principles, with exclusive jurisdiction of the
state and federal courts located in the borough of Manhattan, New York, New York.
If Client is located in Canada, this Agreement will be governed by the laws of the
Province of Ontario with suit brought only in the General Division of the Ontario Court
of Justice. No applicable principals of conflicts of laws, imputed terms of the Uniform
granicus.com I infoMgranicus.com page 11
DocuSign Envelope ID:89C88F91-006A-44FB-906E-DDC06E2D41 F8
granicus.com
G R A N I C IJ S
Commercial Code, or the United Nations Convention on contracts for the
international sale of goods will apply to this Agreement.
14. 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 issues a purchase order, Granicus hereby rejects any additional or
conflicting terms appearing on the 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.
granicus.com I infoCCgranicus.com page 12
DocuSign Envelope ID:89C88F91-006A-44FB-906E-DDC06E2D41F8
f mm W RAN IC-US
THIS IS NOT AN INVOICE Order Form
Prepared for
Monroe County FL
Exhibit A
Granicus Proposal for Monroe County FL
IIII IIII'' IIII',IIII' IIII' IIII',°' UI
Prepared By: Erin Pardue
Phone: 1.909.641 .5949
Email: erin.pardue@granicus.com
Order#: Q-304929
Prepared On: 02 Oct 2023
Expires On: 26 Nov 2023
; ' ; ms
Currency: USD
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of
performance.)
Current Billing Term
End Date: 31 Aug 2024
Period of Performance: The Agreement will begin on date of signature and will continue through
the end of the then current billing term, and will continue for an additional
24 months thereafter.
Order #: Q-304929
Prepared: 02 Oct 2023
Page 1 of 9
DocuSign Envelope ID:89C88F91-006A-44FB-906E-DDC06E2D41F8
ORAf'v C U S
Order Form
Monroe County FL
SUMMNRY
The pricing and terms within this Proposal are specific to the products and volumes contained within this
Proposal.
Solution Quantity/Unit Prior Annual Fee
Peak Agenda Management 0 Each $13,649.99
Open Platform Suite 0 Each $0.00
Send Agenda (Peak) 0 Each $0.00
govDelivery for Integrations 0 Each $0.00
SUBTOTAL; $13,649.99
Upon the signing of this Agreement, annual fees for the terminating subscription(s) shall cease. Any pre-paid
fees for the terminating subscriptions) 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 remove
access to the Client's terminating subscription(s).
Solution Billing Quantity/Unit Annual Fee
Frequency
Meeting Efficiency Suite Annual 1 Each $0.00
Government Transparency Suite Annual 1 Each $5,794.33
Granicus Encoding Appliance Software Annual 1 Each $1,260.00
(GT)
Open Platform Suite Annual 1 Each $0.00
Solution BillingFrequency Quantity/Unit One-Time Fee
OneMeeting Agenda Automation -
C Upon Delivery 1 Each $0.00
Configuration and Training
SUBTOTAL:; $0.00
Order #: Q-304929
Prepared: 02 Oct 2023
Page 2 of 9
DocuSign Envelope ID:89C88F91-006A-44FB-906E-DDC06E2D41F8
ORAf'v C U S
Order Form
Monroe County FL
Solution Billing Quantity/Unit Annual Fee
Frequency
Agenda Automation -Tier 1
Annual 1 Each $13,649.99
SUBTOTAL: $13,649.99
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.
Order #: Q-304929
Prepared: 02 Oct 2023
Page 3 of 9
DocuSign Envelope ID:89C88F91-006A-44FB-906E-DDC06E2D41F8
ORAf'v C U S
Order Form
Monroe County FL
i':u r wIIcII11; IIIII; IIII IIII" IIII' IIII'
Year 2 Year 3
Meeting Efficiency Suite $0.00 $0.00
Government Transparency Suite $6,084.05 $6,388.25
Granicus Encoding Appliance Software (GT) $1,323.00 $1,389.15
Open Platform Suite $0.00 $0.00
Agenda Automation -Tier 1 $14,332.49 $15,049.1 1
SUBTOTAL: 21,739.54 $22,826.51'
Order #: Q-304929
Prepared: 02 Oct 2023
Page 4 of 9
DocuSign Envelope ID:89C88F91-006A-44FB-906E-DDC06E2D41F8
ORAf'v C U S
Order Form
Monroe County FL
Solution Description
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
• Unlimited storage of minutes documents
• Access to the LiveManager software application for recording
information during meetings
• Access to the Word Add-in software component for minutes
formatting in MS Word if desired
• Up to one (1) MS Word minutes template (additional templates can
be purchased if needed)
Government Transparency Government Transparency are the live in-meeting functions. Streaming of
Suite an event, pushing of documents, and indexing of events.
Granicus Encoding Appliance Granicus Encoding Appliance Software (GT) This includes the LiveManager
Software (GT) Software solution where webcasts are started/stopped, agendas
amended and indexed, votes and attendance recorded, and minutes
created.
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.
Agenda Automation -Tier 1 Agenda Automation -Tier 1 Includes: 2 workflows, 1 post workflow, 2 forms
and up to 4 meeting types
Order #: Q-304929
Prepared: 02 Oct 2023
Page 5 of 9
DocuSign Envelope ID:89C88F91-006A-44FB-906E-DDC06E2D41 F8
ORAf'v C U S
Order Form
Monroe County FL
Solution Description
OneMeeting Agenda Agenda Automation -Analysis, Setup and Configuration ServicesThese
Automation -Configuration services focus on the analysis of your agenda item approval process and
and Training the designing of the forms and workflows to faciliate the submittal and
approval of agenda items.
III GRX lqICUS rwacKk ltI�) IIIII IIII IIIII IIIII IIII' fl [ 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
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
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.
IIII" IIII'' rI :s roIllh°°°IIII IIII IIIII IIII'' Illh°°°IIII IIII °r caI I11 i' I I11 r I11 fl I u�111111.:IIIiirs
I it :
• 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
Order #: Q-304929
Prepared: 02 Oct 2023
Page 6 of 9
DocuSign Envelope ID:89C88F91-006A-44FB-906E-DDC06E2D41F8
GRAf'v C U S
Order Form
Monroe County FL
supported). Short Codes are recommended for Text-to-Subscribe functionalities, if enabled where
available, for an additional fee.
• Client must have explicit opt-in for all destinations sent to and adhere to all CTIA guidelines for the
duration of its use.
Order #: Q-304929
Prepared: 02 Oct 2023
Page 7 of 9
DocuSign Envelope ID:89C88F91-006A-44FB-906E-DDC06E2D41F8
ORAf'v C U S
Order Form
Monroe County FL
nI11;IIIws & caI,tI��m ri oIIII
• This quote, and all products and services delivered hereunder are governed by the terms located at
httr)s://granicus.com/legal/licensing, including any product-specific terms included therein (the "License
Agreement"). If your organization and Granicus has entered into a separate agreement or is utilizing a contract
vehicle for this transaction, the terms of the License Agreement are incorporated into such separate agreement
or contract vehicle by reference, with any directly conflicting terms and conditions being resolved in favor of the
separate agreement or contract vehicle to the extent applicable.
• If submitting a Purchase Order, please include the following language:The pricing, terms and conditions of quote
Q-304929 dated 02 Oct 2023 are incorporated into this Purchase Order by reference and shall take precedence
over any terms and conditions included in this Purchase Order.
• 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.
• 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.
Order #: Q-304929
Prepared: 02 Oct 2023
Page 8 of 9
DocuSign Envelope ID:89C88F91-006A-44FB-906E-DDC06E2D41 F8
¢r 0RAN CUS
Order Form
Monroe County FL
IIIIII UII IIII UI' UIII'q[ IRMA n I,
Billing Contact: Purchase Order
Required? [ ] - Yes
Billing Address PO Number
If PO required
a
.aaaaaaaa .aaaaaaaaa aaaaaaaaa .aaaaaaaa, .aaaaaaaa, .aaaaaaaaa .aaaaaaaaa .aaaaaaaaa .aaaaaaaa, .aaaaaaaaa ,aaaaaaaa .aaaaaaaaa .aa.................. .
Billing Email• � � Billing Phone:
If submitting a Purchase Order, please include the following language:
The pricing, terms, and conditions of quote Q-304929 dated 02 Oct 2023 are incorporated into this Purchase
Order by reference and shall take precedence over any terms and conditions included in this Purchase Order.
I; I; r I't III;III' III III
By signing this document, the undersigned certifies they have authority to enter the agreement. The
undersigned also understands the services and terms.
Monroe County FL
Signature:
Name
Roman Gastesi
rule Monroe County Administrator
Date January 3, 2024
..........
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MONROE COUNTY ATTOWEY
�' 'tAC'ftf�U.k.L7 ASTCd Et7}C R:
CHRIS'I*TNFS➢IMBi,'R'K'•BARRLOWS
A SSI STAN1`COUNTY ATTORNLY
DATE. 12/29/23
Order #: Q-304929
Prepared: 02 Oct 2023
Page 9 of 9
DocuSign Envelope ID:89C88F91-006A-44FB-906E-DDC06E2D41F8
Addendum
Monroe County Contract
Terms and Conditions
The Monroe County Board of County Commissioners (herein after"County") and Granicus LLC
(herein after"Granicus") agree as set forth below.
The County and Granicus hereby enter into this addendum to the Master Subscription Agreement
US/Canada ("Agreement"). and agrees to the following:
The Agreement include and incorporates the Order Form, as well as this Addendum.
The Agreement is a Public Record under Chapter 119, Florida Statutes. The parties agree to comply
with Chapter 119, Florida Statutes.
Payment will be made in accordance with the Local Government Prompt Payment Act, 218.70,
Florida Statutes. Payments due and unpaid under the Agreement shall bear interest pursuant to the
Local Government Prompt Payment Act. Granicus shall submit to the County invoices with
Supporting documentation that are acceptable to the Monroe County Clerk of Court and
Comptroller(Clerk). Acceptability to the Clerk is based on generally accepted accounting principles
and such laws, rules, and regulations as may govern the Clerk's disbursal of funds.
The County's performance and obligation to pay under this Agreement is contingent upon an annual
appropriation by the Monroe County Board of County Commissioners.
County's indemnification is limited and subject to the sovereign immunity provisions of Sec. 768.28,
Florida Statutes.
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. Each party to this Agreement or their 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 five years following the
termination of this Agreement. If an auditor employed by the County or the determines that monies
paid to Granicus pursuant to this Agreement were spent for purposes not authorized by this
Agreement, Granicus shall repay the monies together with interest calculated pursuant to Sec. 55.03;
FS, running from the date the monies were paid to Granicus.
Governing Law, Venue, Interpretation, Costs, and Fees: This Agreement shall be governed by
and construed in accordance with the laws of the State of Florida applicable to contracts made and to
be performed entirely in the State. In the event that any cause of action or administrative proceeding
is instituted for the enforcement or interpretation of this Agreement, the County and Granicus agree
that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe
County, Florida. This Agreement shall not be subject to arbitration.
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DocuSign Envelope ID:89C88F91-006A-44FB-906E-DDC06E2D41F8
Attorney's Fees and Costs: The Parties agree that in the event any cause of action or administrative
proceeding is initiated or defended by any party relative to the enforcement or interpretation of this
Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs, as an
award against the non-prevailing party, and shall include attorney's fees and courts costs in appellate
proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in
accordance with the Florida Rules of Civil Procedure and usual and customary procedures required
by the circuit court of Monroe County.
Nondiscrimination: The Parties 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. The Parties 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
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 maybe 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.
Public Records Compliance. Granicus must comply with Florida public records laws, including
but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of
Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all
documents, records, papers, letters or other "public record" materials in its possession or under its
control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the
Customer and Granicus in conjunction with this contract and related to contract performance. The
County shall have the right to unilaterally cancel this contract upon violation of this provision by
Granicus. Failure of Granicus to abide by the terms of this provision shall be deemed a material
breach of this contract and the County may enforce the terms of this provision in the form of a court
proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and
costs associated with that proceeding. This provision shall survive any termination or expiration of
the contract. Granicus is encouraged to consult with its advisors about Florida Public Records Law in
order to comply with this provision.
2
DocuSign Envelope ID:89C88F91-006A-44FB-906E-DDC06E2D41F8
Non-Waiver of Immunity: Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the
participation of the County and Granicus in this Agreement and the acquisition of any commercial
liability insurance coverage, self-insurance coverage, or local government liability insurance pool
coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any
contract entered into by the County be required to contain any provision for waiver.
Non-Reliance by Non-Parties: No person or entity shall be entitled to rely upon the terms, or any of
them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or
benefit of any service or program contemplated hereunder, and the County and the Contractor agree
that neither the County nor the Granicus or any agent, officer, or employee of either shall have the
authority to inform, counsel, or otherwise indicate that any particular individual or group of
individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart,
inferior to, or superior to the community in general or for the purposes contemplated in this
Agreement.
No Personal Liability: No covenant or agreement contained herein shall be deemed to be a
covenant or agreement of any member, officer, agent or employee of Monroe County in his or her
individual capacity, and no member, officer, agent or employee of Monroe County shall be liable
personally on this Agreement or be subject to any personal liability or accountability by reason of the
execution of this Agreement.
E-Verify System - In accordance with F.S. 448.095, Any Contractor and any subcontractor shall
register with and shall 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 Granicus during the term of the
Contract and shall expressly require any subcontractors performing work or providing services
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 Agreement term. Any subcontractor shall provide an affidavit stating that the subcontractor does
not employ, contract with, or subconstruct with an unauthorized alien. Granicus shall comply with
and be subject to the provisions of F.S. 448.095
COUNTY FORMS. By signing this Agreement, Granicus has sworn or affirmed to the following
requirements as set forth in the Public Entity Crime Statement, Ethics Statement, Drug-Free
Workplace Statement and Vendor Certification Regarding Scrutinized Companies List as set forth in
more detail in this Agreement.
Public Entity Crime Statement
Granicus certifies and agrees that Granicus nor any Affiliate has been placed on the convicted vendor
list within the last 36 months.
In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on
the Discriminatory Vendor List, kept by the Florida Department of Management Services, may not
submit a bid on a contract to provide goods or services to a public entity; may not submit a bid 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 a public entity; may not be awarded or perform work as a
3
DocuSign Envelope ID:89C88F91-006A-44FB-906E-DDC06E2D41 F8
contractor, supplier, subcontractor or consultant under a contract with any public entity; and may not
transact business with any public entity.
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 on contracts to provide any goods or services to a public
entity, may not submit a bid 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, Granicus or subcontractor
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 of the Florida Statutes, for CATEGORY TWO
for a period of 36 months from the date of being placed on the convicted vendor list.
By signing this Agreement, Granicus represents that the execution of this Agreement will not violate
the Public Entity Crimes Act(Section 287.133, Florida Statutes). Violation of this section shall result
in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment
from County's competitive procurement activities.
In addition to the foregoing, Granicus further represents that there has been no determination, based
on an audit, that it or any subcontractor has committed an act defined by Section 287.133, Florida
Statutes, as a "public entity crime" and that it has not been formally charged with committing an act
defined as a "public entity crime" regardless of the amount of money involved or whether Granicus
has been placed on the convicted vendor list.
Granicus will promptly notify the County if it or any subcontractor is formally charged with an
act defined as a "public entity crime" or has been placed on the convicted vendor list.
Ethics Clause
By signing this Agreement, Granicus warrants that he/it has not employed, retained or otherwise had
act on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance
No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-
1990. For breach or violation of this provision the County may, in its discretion, terminate this
Agreement without liability and may also, in its discretion, deduct from the Agreement 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.
VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS
Granicus agrees and certifies compliance with the following:
Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal
for, or entering into or renewing a contract for goods or services of any amount if, at the time
of contracting or renewal, the company is on the Scrutinized Companies that Boycott Israel
List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of
Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on,
submitting a proposal for, or entering into or renewing a contract for goods or services of
$1,000,000 or more, that are on either the Scrutinized Companies with Activities in Sudan
List or the Scrutinized Companies with Activities in the Iran Terrorism Lists which were
created pursuant to s. 215.473, Florida Statutes, or is engaged in business operations in Cuba
or Syria.
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DocuSign Envelope ID:89C88F91-006A-44FB-906E-DDC06E2D41F8
As the person authorized to sign on behalf of Granicus, I hereby certify that the company
identified above is not listed on the Scrutinized Companies that Boycott Israel List or engaged
in a boycott of Israel and for Projects of $1,000,000 or more is not listed on either the
Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with
Activities in the Iran Terrorism List, or engaged in business operations in Cuba or Syria.
I understand that pursuant to Section 287.135, Florida Statutes, the submission of a false
certification may subject company to civil penalties, attorney's fees, and/or costs. I further
understand that any contract with the County may be terminated, at the option of the County,
if the company is found to have submitted a false certification or has been placed on the
Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on
the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with
Activities in the Iran Terrorism List or been engaged in business operations in Cuba or Syria.
Note: The List are available at the following Department of Management Services Site:
d s ilo id. .co� /iusiness o e .tions/state....... u ci�.sing /vendor ini:orm.ition/convicte
Non-Collusion Affidavit
Granicus by signing this Agreement, according to law on my oath, and under penalty of perjury,
depose and say that the person signing on behalf of the firm of Granicus, the bidder making the
Proposal for the project described in the Scope of Work and that I executed the said proposal with
full authority to do so; the prices in this bid have been arrived at independently without collusion,
consultation, communication or agreement for the purpose of restricting competition, as to any matter
relating to such prices with any other bidder or with any competitor; unless otherwise required by
law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder
and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any
other bidder or to any competitor; and no attempt has been made or will be made by the bidder to
induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose
of restricting competition; the statements contained in this affidavit are true and correct, and made
with full knowledge that Monroe County relies upon the truth of the statements contained in this
affidavit in awarding contracts for said project.
Agreed to And Accepted by Granicus LLC
D.-Sign d by:
SL'342 yC U'9 J'14UI...
Signature
Manager, Contracts
Title
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