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#20-018-NS (Granicus, LLC)
GENERAL SERVICE AGREEMENT (NON-SOLICITATION) # 20-018-NS for Website Redesign Services THIS AGREEMENT, made and entered into on this 0,�`_ day of cpketni-.3 20cL, by and between Granicus, LLC d/b/a Granicus authorized to do business in the State of Florida, whose business address is 408 Saint Peter Street, Suite 600, Saint Paul, MN 55102 (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a three (3 ) year period, commencing El upon the date of Board approval or❑ on and terminating on three (3 ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2 ) additional one (1 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a El Purchase Order ❑ 3. STATEMENT OF WORK. The Contractor shall provide services/products in accordance with the terms and conditions of this Agreement, n Exhibit A — Scope of Services, attached to this Agreement 0 Exhibit B— Fee Schedule, attached to this Agreement and made an integral part of this Agreement. Services/products acquired through this Agreement have been authorized through the approval of a ❑■ Single Source Waiver, ❑ , ❑ Exemptien4Fem4he ❑ Other: Page 1 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) es) 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 3.2 The execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of items/services that will be ordered or required by this Agreement. 4. THE AGREEMENT SUM. estimated maximum amount of • ($ -• ), - • - • - - - - " _ _. _ . - - •• - • - . - •• A 0 The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". estimated maximum amount of ($ . ), - - - . • - _ - . . _ •- - - - - - - - • - - - - . - - _ . . . . . _ _ - ___ - ••- • -- - . . . . _ • - - - - . . . -- 1 _ . . - A - - - - 1 . • . . . 4.1 Price Methodology (as selected below): 0 Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. Page 2 of 17 General Service Agreement Non-Solicitation#2017-004(Ver 2) CAO ❑ • w • - . • . - _ - - _ _ . . •• r . • - _ .+ .. , 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made in accordance with the billing schedule found in Exhibit B this Agreement. 4.4 ❑ -pensess -TravelandReimbursable Expenses Mileage $0.44.5--per mile Breakfast $6709 Lunsfi $11.00 Domer $19.00 ^iffare A - • - '• - .. •- . . . ... .claw.faro faro Rental-car ' . - - - - - r- •- r - Pafking Page 3 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) CAO 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof,which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption #85-8015966531C. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: Granicus LLC, d/b/a Granicus Address: 408 St. Peter Street, Suite 60 Saint Paul, MN 55102 Authorized Agent: Attention Name &Title: Matt Macy, Account Executive Telephone: (302) 344-6329 E-Mail(s): Matt.Macy@granicus.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Len Price Division Name: Communications & Customer Relations Division Address: 3299 Tamiami Trail East, Suite 102 Naples, Florida 34112 Administrative Agent/PM: Christopher Montolio Telephone: (239) 252-8373 E-Mail(s): Chris.Montolio@colliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor.The County will not be obligated to pay for any permits obtained by Subcontractors. Page 4 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) ID Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the either party may terminate this Agreement for convenience with a sixty (60) day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. El Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. ❑ Business Auto Liability: Leverage shell have minimum its of Per Occurrence, Combined Single Limit for Bodily Injury Liability and Page 5 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) cue Property Damage Liability. This shall. include: (llunod \(chirlcc. Hired.sand Non Owned 1 114p41Ir Damage LL I14VII.I'. This shall 111141141414• prrTiVQ Ya..I 1114114 , Hired V\J NII IYVII Owned Vehicles and Employee Non Ownership. C. ■0 Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $ 100,000 for each accident. D. n Professional Liability: Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Contractor waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $500,000 each claim and aggregate. E. I I Cyber 1 iability: Coverage have minimum limits of$ per claim. V'NY• VIMNIIIi�. VVY14114IJ.Ir shall have 11111 1111/1411 111111 F. ISI Technology Errors & Ommissions : Coverage shall have minimum limits of$1,000,000 per claim. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, Page 6 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) CA property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Communications and Customer Relations Division 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: ❑ , ❑ Insurance Certificate(s), ❑■ Exhibit A Scope of Services, ■❑ Exhibit B Fee Schedule, ❑ 0 Other Exhibit/Attachment: Exhibit C- Master Subscription Agreement 17. APPLICABILITY. Sections corresponding to any checked box (1111) expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the Page 7 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) (A"? individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, Page 8 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. PAYMENTS WITHHELD. • - e - ' e -- •- e - e - e - - • ' e - -- - •- .. . , . . _ _ -e , .. .. . - e e - • e -- - - - . e - . e - - - • • - . _ ' ••e . • , _ ••* .. _ •- .A _ • • _ ._ _ . . - - _ - _ . •- - _ . - !-_. . In the event the Contract is terminated for default, the County would be entitled to a prorated refund of any prepaid fees for services not rendered. 23. n CLEAN UP Contractor agrees keep_the..Projeet site clean at all times of-debris, CLEAN . Contractor agrees to ItVV.�/ rubbish and-waste materials arising out off_the-WeFk- At the cVmpletIVn-ef-the-Work , Contractor shall remove all debris, rubbish-and waste materialsVyand about the Project cite, as well-as-all tools, appliances, construction equipment-and-machinery-and-surplus material and shall-leave the Project-site-clean. , IVGYV 24. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their Page 9 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) 0 employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 25. Il WARRANTY, - - • - . - - _ - . . • . • - - . _ _ . - - . fume - • - - - - - - - • - - • . . - - - laaw. PROTECTION-OF-WORK, 27. n Contractor. - - . . . - - - - - - - . Page 10 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) . - - . . . • . I 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials form specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK. The County shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. 30. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 31. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 32. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 33. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 34. ❑ . • - - - • - - - _ • - - . _ • . • . . - • . .- Page 11of17 General Service Agreement Non-Solicitation#2017-004(Ver.2) per'sennel- 0 AGREEMENT STAFFING.The Contractor's personnel and management to be utilized for this Agreement shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. 35. ID ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. among'"the-te 'of-any-of-Che F entrea Dscui i iei i ts'-afl Wat' ' • -• - •- - - _ . . _ • • •. • _ - - - . _ . •- --• . - _ . •. • , . • , 36. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. Either Party may assiqn this Agreement without the other Party's consent in the event any successor or assign that has acquired all, or substantially all, of the assigning Party's business by means of merger, stock purchase, asset purchase, or otherwise. 37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the Page 12 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four(4)years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of$500 per incident. 38. 1—I - - - - .. • . - - - • - - - - - - - _ . . . . - - - - - - - • - - - - e --- -- - • - - - - - - - - _ . - . - _ -- _ - • - • • _ _ - - - - - . . . ' -. - - a --. - . - • . _ . - _ - - . • • • _ - • . - - - _ - _ - • , -• . _ _ • • . - . . . e _ - + _ . . - - A- - • - . . _ . . _e eF-Getwity Safety-E Rginee (Intentionally left blank-signature page to follow) Page 13 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Crystal Kinzel,'Clerk Q/Court & Com• oiler By: • 4444006. 2 ,;,; T, u. • ., w Chairman Dated: -.3 "J 16 `''� ' (SEAiL): Contractor's Witnesses: Granicus, LLC d/b/a Granicus Contractor By: Contractor's First Witness Signatur � , Dawn Kubat - VP of Legal John Wa kins ' TType/print signature and titleT TType/prinfwitness nameT 41_ Contrac or's Second Witness Hanna Larson TType/print witness nameT -•ro e. as t• rm .nd Legality: 1, A' C• my Attorney Print Name Page 14 of 17 General Service Agreement Non-Solicitation 02017-004(Ver.2) Exhibit A Scope of Services Q following this page (pages through 2 ) ❑ this exhibit is not applicable Page 15 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) EXHIBIT A-SCOPE OF SERVICES Product Descriptions w r s: = r s 7, ( i;< ;rail r� 4�: o-A 3•., a k# �,' ; -s c "� . +.:'"E :k f - ,'}. R ,a �, �.�k 3,an` H 'a^ a . �!,` '}¢.1? Onsite CMS User Training Includes an additional day of on-site CMS User Training.Standard training program -Additional Day covers the key features and functions of govAccess,including: • Creating and editing a page • Managing page approvals and permissions • Uploading and managing images • Uploading and managing documents • Creating and editing news items • Creating and editing calendar items • Reviewing advanced components An individualized training plan will be developed based on the client's permission levels and the group's technical skills. Customizations (Non- The following described service is a"Customization".A"Customization"is non- recurring) standard functional programming that is unique to a particular client and can potentially conflict with visionLive updates. Basic Redesign Credit Client understands and agrees that completion of website design services provided herein fulfills Granicus'obligation to deliver a basic graphic redesign of the website. Customizations (Non- The following described service is a"Customization".A"Customization"is non- recurring) standard functional programming that is unique to a particular client and can potentially conflict with visionLive updates. govAccess-Website Website Design and Implementation-Trailblazer provides a citizen focused Design and website and includes: Implementation- • Advanced UX Consultation,which may include one(1)or more of the following: Trailblazer 1. One(1)site analytics report 2. One (1) heatmap analysis 3. One(1)internal stakeholder survey 4. One(1)community stakeholder survey 5. One(1)remote user testing of top tasks 6. Three(3)customer journeys(top tasks or heavily visited webpages) identified for optimization 7. Fully customized homepage wireframe 8. Fully responsive design 9. Custom mobile homepage or standard mobile responsive homepage 10. Video background or standard rotating image carousel(switchable at any time) 11. Three(3)specialty alternate homepages-Choose from Granicus'library including emergencies,election night,special events 12. Three(3)customer experience features-Choose from Granicus'library including service finder, geo finder, or data visualization banner 13. Programming/CMS implementation 14. Ten(10)forms converted into the new CMS 15. Three(3)days of on-site consultation/training to be applied towards additional project management or training(two(2)of three(3)days must be consecutive) Page 1 of 2 0 govAccess- The govAccess Maintenance,Hosting,and Licensing plan is designed to equip the client Maintenance, Hosting,& with the technology, expertise and training to keep the client's website relevant and Licensing Fee-Core effective over time. Services include the following: • Ongoing software updates • Unlimited technical support (6:00 AM -6:00 PM PT, Monday- Friday) • Access to training webinars and on-demand video library • Access to best practice webinars and resources • Annual health check with research-based recommendations for website optimization • DDoS mitigation • Disaster recovery with 90-minute failover(RTO)and 15-minute data replication Product Descriptions Includes Advanced UX and one(1)of the following options: • Parallax scrolling • Anchor Scrolling • Staggard Tile Branded Subsites allow a department to customize their pages with a unique color scheme and branding while still utilizing the framework of the main website.This package includes: • Wireframe based on the main website • Unique design theme, including color palette for landing page and interior pages • Customizable background image or slideshow • Customizable navigation,including graphics • Editable header and footer Page 2 of 2 Exhibit B Fee Schedule fit following this page (pages through ) 7 this exhibit is not applicable Page 16 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) CAO EXHIBIT B-FEE SCHEDULE One-Time Fees Billing Solution Quantity/Unit One-Time Fee Frequency Onsite CMS User Training-Additional Day Upon Delivery 1 Each $1,250.00 Customizations(Non-recurring) Upon Delivery of Milestone 1 Each -$1,600.00 Basic Redesign Credit Upon Delivery of Milestone 1 Each -$8,000.00 Customizations(Non-recurring) Upon Delivery of Milestone 1 Each $1,600.00 • govAccess—Website Design and Upon Delivery of Milestone 1 Each $42,500.00 Implementation-Trailblazer Advanced Design Package Upon Delivery of Milestone 1 Each $6,500.00 SUBTOTAL: $42,250.00 One-Time Fees Billing Frequency Solution Quantity/Unit One-Time Fee govAccess-Web Design and Implementation- Upon Delivery of Milestone 5 Each $21,500.00 Branded Sub TOTAL: $63,750.00 Annual FeesforNewSubscriptions Billing Frequency Solution Quantity/Unit Annual Fee $0.00 govAccess-Maintenance,Hosting,&Licensing Fee- Annual 1 Each first year free Core SUBTOTAL: $0.00 Remaining Period(s) Solution(s) Year 2 Year3 Year4 Years govAccess- Maintenance, Hosting, & Licensing Fee-Core $16,008.30 $16,808.72 $17,649.15 $18,531.61 SUBTOTAL: $16,008.30 $16,808.72 $17,649.15 $18,531.61 • Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription. • If submitting a Purchase Order, please include the following language:All pricing,terms and conditions of quote Q-53598 dated 10/18/2019 are incorporated into this Purchase Order by reference. Page 1 of 1 Exhibit B-Fee Schedule C.t'p Other Exhibit/Attachment Addendum to Agreement#20-018-NS Exhibit C- Master Subscription Agreement Term Description: n following this page (pages 1 through 8 ) n this exhibit is not applicable Page 17 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) t�..f Master Subscription Agreement This Master Subscription Agreement("MSA") is made by and between Collier County Board of County Commissioners ("Customer"or"County")and Granicus, LLC, a Minnesota Limited Liability Company d/b/a Granicus("Granicus")and is incorporated as part of Agreement#20-018-NS.Customer and Granicus may each be referred to herein as"Party"or collectively as"Parties". By accessing the Granicus Products and Services, Customer accepts this MSA.This MSA may be updated from time to time at Granicus'sole discretion with notification to Customer via email. 1. Definitions. In addition to terms defined elsewhere in this MSA,the following terms shall have the meaning specified: "Agreement Term"means the total time covered by the Initial Term and all Extension Terms for each Order or SOW under this MSA,further specified in Section 7.1. "Extension Term"means any term that increases the length of the Initial Term of this MSA or an Order Term of an Order or SOW. "Granicus Products and Services"means the products and services made available to Customer pursuant to this MSA,which may include Granicus products and services accessible for use by Customer on a subscription basis ("Software-as-a-Service"or"SaaS"),Granicus professional services,content from any professional services or other required equipment components or other required hardware,as specified in each Order or SOW. "Initial Term"shall have the meaning specified in the Order or SOW between Granicus and Customer for the first duration of performance that Customer has access to Granicus Products and Services. "Order"means a written order, proposal,or purchase document in which Granicus agrees to provide and Customer agrees to purchase specific Granicus Products and Services. "Order Term" means the then-current duration of performance identified on each Order or SOW,for which Granicus has committed to provide,and Customer has committed to pay for, Granicus Products and Services. "Statement of Work"or"SOW"means a written order,proposal,or purchase document that is signed by both Parties and describes the Granicus Products and Services to be provided and/or performed by Granicus. Each Order or SOW shall describe the Parties' performance obligations and any assumptions or contingencies associated with the implementations of the Granicus Products and Services,as specified in each Order or SOW placed hereunder. "Support" means the ongoing support and maintenance services performed by Granicus related to the Granicus Products and Services as specified in each Order or SOW placed between the Parties. 2. Ordering and Scope 2.1. Ordering Granicus Products and Services.The Parties may execute one or more Order or SOW related to the sale and purchase of Granicus Products and Services. Each Order or SOW will generally include an itemized list of the Granicus Products and Services as well as the Order Term for such Granicus Products and Services. Each Order or SOW must,generally, be signed by the Parties;although,when a validly-issued purchase order by Customer accompanies the Order or SOW,then the Order or SOW need not be executed by the Parties. Each Order or SOW shall be governed by this MSA regardless of any pre-printed legal terms on each Order or SOW, and by this reference is incorporated herein. 2.2. Support. Basic support related to standard Granicus Products and Services is included within the fees paid during the Order Term. Granicus may update its Support obligations under this Agreement, so long as the functionality purchased by Customer is not materially diminished. 2.3. Future Functionality.Customer acknowledges that any purchase hereunder is not contingent on the delivery of any future functionality or features. 2.4. Cooperative Purchasing.To the extent permitted by law and approved by Customer,the terms of this MSA and set forth in one or more Order or SOW may be extended for use by other municipalities,school districts and governmental agencies upon execution of an addendum or other duly signed writing setting forth all of the terms and conditions for such use.The applicable fees for additional municipalities,school districts or 3/29/2019 governmental agencies will be provided by Granicus to Customer and the applicable additional party upon written request. 3. Use of Granicus Products and Services and Proprietary Rights 3.1. Granicus Products and Services.The Granicus Products and Services are purchased by Customer as subscriptions during an Order Term specified in each Order or SOW.Additional Granicus Products and Services may be added during an Order Term as described in Section 2.1. 3.2. Permitted Use.Subject to the terms and conditions of this MSA,Granicus hereby grants during each Order Term, and Customer hereby accepts,solely for its internal use,a worldwide, revocable, non-exclusive, non- transferrable right to use the Granicus Products and Services to the extent allowed in the relevant Order or SOW(collectively the"Permitted Use").The Permitted Use shall also include the right, subject to the conditions and restrictions set forth herein,to use the Granicus Products and Services up to the levels limited in the applicable Order or SOW. 3.2.1. Data Sources. Data uploaded into Granicus Products and Services must be brought in from Customer sources(interactions with end users and opt-in contact lists).Customer cannot upload purchased contact information into Granicus Products and Services without Granicus'written permission and professional services support for list cleansing. 3.2.2. Passwords.Passwords are not transferable to any third party. Customer is responsible for keeping all passwords secure and all use of the Granicus Products and Services accessed through Customer's passwords. 3.2.3. Content.Customer can only use Granicus Products and Services to share content that is created by and owned by Customer and/or content for related organizations provided that it is in support of other organizations but not as a primary communication vehicle for other organizations that do not have a Granicus subscription.Any content deemed inappropriate for a public audience or in support of programs or topics that are unrelated to Customer,can be removed or limited by Granicus. 3.2.3.1. Disclaimers.Any text,data,graphics,or any other material displayed or published on Customer's 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. 3.2.4. Advertising. Granicus Products and Services shall not be used to promote products or services available for sale through Customer or any third party unless approved in writing, in advance, by Granicus. Granicus reserves the right to request and review the details of any agreement between Customer and a third party that compensates Customer for the right to have information included in Content distributed or made available through Granicus Products and Services prior to approving the presence of Advertising within Granicus Products and Services. 3.2.5. Granicus Subscriber Information for Communications Cloud Suite only 3.2.5.1. Data Provided by Customer. Data provided by Customer and contact information gathered through Customer's own web properties or activities will remain the property of Customer ("Direct Subscriber"), including any and all personally identifiable information (PII). Granicus will not release the data without the express written permission of Customer, unless required by law. 3.2.5.2. Data Obtained through the Granicus Advanced Network 3.2.5.2.1. Granicus offers a SaaS product, known as the Communications Cloud,that offers Direct Subscribers recommendations to subscribe to other Granicus customer's digital communication (the"Advanced Network").When a Direct Subscriber signs up through one of the recommendations of the Advanced Network,that subscriber is a"Network Subscriber"to the agency it subscribed to through the Advanced Network. 3.2.5.2.2. Access to the Advanced Network is a benefit of the GovDelivery Communications Cloud subscription with Granicus. Network Subscribers are available for use only on the GovDelivery Communications Cloud while Customer is under an active GovDelivery Communications Cloud subscription.Network Subscribers will not transfer to Customer upon termination of any 3/29/2019 2 CAC) Granicus Order,SOW or Exhibit. Customer shall not use or transfer any of the Network Subscribers after termination of its Order, SOW or Exhibit placed under this MSA.All information related to Network Subscribers must be destroyed by Customer within 15 calendar days of the Order,SOW or Exhibit placed under this MSA terminating. 3.2.5.2.3. Opt-In. During the last 10 calendar days of Customer's Order Term for the terminating Order, SOW or Exhibit placed under this MSA,Customer may send an opt-in email to Network Subscribers that shall include an explanation of Customer's relationship with Granicus terminating and that the Network Subscribers may visit Customer's website to subscribe to further updates from Customer in the future.Any Network Subscriber that does not opt-in will not be transferred with the subscriber list provided to Customer upon termination. 3.3. Restrictions. Customer shall not: 3.3.1. Misuse any Granicus resources or cause any disruption, including but not limited to,the display of pornography or linking to pornographic material, advertisements,solicitations, or mass mailings to individuals who have not agreed to be contacted; 3.3.2. Use any process, program, or tool for gaining unauthorized access to the systems, networks, or accounts of other parties, including but not limited to, other Granicus customers; 3.3.3. Customer must not use the Granicus Products and Services in a manner in which system or network resources are unreasonably denied to other Granicus clients; 3.3.4. Customer must not use the Services as a door or signpost to another server. 3.3.5. Access or use any portion of Granicus Products and Services, except as expressly allowed by this MSA or each Order or SOW placed hereunder; 3.3.6. Disassemble, decompile, or otherwise reverse engineer all or any portion of the Granicus Products and Services; 3.3.7. Use the Granicus Products and Services for any unlawful purposes; 3.3.8. Export or allow access to the Granicus Products and Services in violation of U.S. laws or regulations; 3.3.9. Except as expressly permitted in this MSA,subcontract, disclose, rent, or lease the Granicus Products and Services, or any portion thereof,for third party use; or 3.3.10.Modify, adapt, or use the Granicus Products and Services to develop any software application intended for resale which uses the Granicus Products and Services in whole or in part. 3.4. Customer Feedback. Customer assigns to Granicus any suggestion, enhancement, request, recommendation, correction or other feedback provided by Customer relating to the use of the Granicus Products and Services. Granicus may use such submissions as it deems appropriate in its sole discretion. 3.5. Reservation of Rights.Subject to the limited rights expressly granted hereunder, Granicus and/or its licensors reserve all right,title and interest in the Granicus Products and Services,the documentation and resulting product including all related intellectual property rights. Further, no implied licenses are granted to Customer. The Granicus name,the Granicus logo, and the product names associated with the services are trademarks of Granicus or its suppliers, and no right or license is granted to use them. 4. Payment 4.1. Fees. Customer agrees to pay all fees, costs and other amounts as specified in each Order or SOW,and as set forth in Agreement#20-018-NS.Annual fees are due upfront according to the billing frequency specified in each Order or SOW. Granicus reserves the right to suspend any Granicus Products and Services should there be a lapse in payment.A lapse in the term of each Order 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 Customer's responsibility to provide applicable exemption certificate(s). Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax under Chapter 212, Florida Statutes,Certificate of Exemption#85-8015966531C-1. 4.2. Disputed Invoiced Amounts. Customer shall provide Granicus with detailed written notice of any amount(s) Customer reasonably disputes within thirty(30)days of the date of invoice for said amount(s) at issue. Granicus will not exercise its rights under 4.1 above if Customer has, in good faith,disputed an invoice and is diligently trying to resolve the dispute. Customer's failure to provide Granicus with notice of any disputed invoiced amount(s)shall be deemed to be Customer's acceptance of the content of such invoice. 3/29/2019 3 e 4.3. Price Increases.Any price increases not negotiated in advance shall be provided by Granicus to Customer at least thirty(30)days prior to the end of the Order Term.Upon each yearly anniversary during the term of this Agreement(including the Initial Term, all Extended Terms,and all Order Terms),the Granicus Product and Services fees shall increase from the previous term's fees as outlined within Exhibit B. 5. Representations,Warranties and Disclaimers 5.1. Representations. Each Party represents that it has validly entered into this MSA and has the legal power to do so. 5.2. Warranties.Granicus warrants that it takes all precautions that are standard in the industry to increase the likelihood of a successful performance for the Granicus Products and Services; however,the Granicus Products and Services are provided"AS IS"and as available. 5.3. Disclaimers. EXCEPT AS PROVIDED IN SECTIONS 5.2 ABOVE, EACH PARTY HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ORAL AND WRITTEN, EXPRESS OR IMPLIED, INCLUDING,WITHOUT LIMITATION,THE IMPLIED WARRANTIES OF MERCHANTABILITY,TITLE, NON- INFRINGEMENT,AND FITNESS FOR A PARTICULAR PURPOSE.GRANICUS DOES NOT WARRANT THAT GRANICUS PRODUCTS AND SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. 6. Confidential Information 6.1. Confidential Information. It is expected that one Party(Disclosing Party)may disclose to the other Party (Receiving Party)certain information which may be considered confidential and/or trade secret information ("Confidential Information").Confidential Information shall include: (i)Granicus' Products and Services, (ii) non- public information if it is clearly and conspicuously marked as"confidential"or with a similar designation at the time of disclosure; (iii) non-public information of the Disclosing Party if it is identified as confidential and/or proprietary before,during,or promptly after presentation or communication and(iv)any information that should be reasonably understood to be confidential or proprietary to the Receiving Party,given the nature of the information and the context in which disclosed. Each Receiving Party agrees to receive and hold any Confidential Information in strict confidence. Without limiting the scope of the foregoing, each Receiving Party also agrees: (a)to protect and safeguard the Confidential Information against unauthorized use, publication or disclosure; (b) not to reveal, report, publish, disclose,transfer,copy or otherwise use any Confidential Information except as specifically authorized by the Disclosing Party; (c) not to use any Confidential Information for any purpose other than as stated above; (d)to 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 (e)to 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. 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. Granicus agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this MSA, including but not limited to: F.S. §501.171 Security of Confidential Personal Information,Immigration Reform and Control Act of 1986 as located at 8 U.S.C.1324,et seq. and regulations relating thereto,as either may be amended;taxation,workers'compensation,equal employment, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b)as stated as follows: IF GRANICUS HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE GRANICUS' DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF 3/29/2019 4 ..;i i PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East,Suite 102 Naples,FL 34112-5746 Telephone:(239)252-8383 Granicus must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records,provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if Granicus does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost,to the public agency all public records in possession of the Granicus or keep and maintain public records required by the public agency to perform the service. If Granicus transfers all public records to the public agency upon completion of the contract, Granicus shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Granicus keeps and maintains public records upon completion of the contract, Granicus shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Granicus observes that the Contract Documents are at variance therewith, it shall promptly notify Customer in writing.Failure by Granicus to comply with the laws referenced herein shall constitute a breach of this Agreement and Customer shall have the discretion to unilaterally terminate this Agreement immediately. 6.2. Exceptions.Confidential Information shall not include information which: (i) is or becomes public knowledge through no fault of the Receiving Party; (ii)was in the Receiving Party's possession before receipt from the Disclosing Party; (iii)is rightfully received by the Receiving party from a third party without any duty of confidentiality;(iv) is disclosed by the Disclosing Party without any duty of confidentiality on the third party;(v) is independently developed by the Receiving Party without use or reference to the Disclosing Party's Confidential Information;or(vi) is disclosed with the prior written approval of the Disclosing Party. 6.3. Storage and Sending. In the event that Granicus Products and Services will be used to store and/or send Confidential Information,Granicus must be notified in writing, in advance of the storage or sending. Should Customer provide such notice,Customer must ensure that Confidential Information or sensitive information is stored behind a secure interface and that Granicus Products and Services be used only to notify people of updates to the information that can be accessed after authentication against a secure interface managed by Customer.Customer is ultimately accountable for the security and privacy of data held by Granicus on its behalf. 6.4. Return of Confidential Information.Subject to Florida Statutes§ 119, Fla.Stat.,each Receiving Party shall return or destroy the Confidential Information immediately, upon written request by the Disclosing Party, termination,or expiration of this Agreement; provided, however,that each Receiving Party may retain one copy of the Confidential Information in order to comply with applicable laws and the terms of this Agreement.Customer understands and agrees that it may not always be possible to completely remove or delete all personal data from Granicus'databases without some residual data because of backups and for other reasons. 7. Term and Termination 3/29/2019 5 7.1. Agreement Term.The MSA Term shall begin on the date of the initial Order or SOW and continue through the latest date of the Order Term of each Order or SOW under this MSA,unless otherwise terminated as provided in this Section 7. Each Order or SOW will specify an Order Term for the Granicus Products and Services provided under the respective Order or SOW.Customer's right to access or use the Granicus Products and Services will cease at the end of the Order Term identified within each Order or SOW, unless either extended or earlier terminated as provided in this Section 7. Unless a Party has given written notice to the other Party at least ninety(90)days prior to the end of the then-current Order Term,the Granicus Products and Services will automatically renew at the end of each term for an Extension Term of one (1)year. 7.2. Effect of Termination. If the Parties agree to terminate this MSA and an Order or SOW is still in effect at the time of termination,then the terms and conditions contained in this MSA shall continue to govern the outstanding Order or SOW until termination or expiration thereof. If the MSA is terminated for breach,then unless otherwise agreed to in writing, all outstanding Orders or SOWs shall immediately terminate as of the MSA termination date. Unless otherwise stated in this MSA, in no event shall Customer be entitled to a refund of any prepaid fees upon termination. 7.3. Termination for Cause.The non-breaching Party may terminate this MSA upon written notice if the other Party is in material breach of this MSA and fails to cure such breach within thirty(30) days after the non-breaching Party provides written notice of the breach.A Party may also terminate this MSA immediately upon notice if the other Party: (a) is liquidated, dissolved,or adjudged to be in a state of bankruptcy or receivership; (b) is insolvent,unable to pay its debts as they become due, makes an assignment for the benefit of creditors or takes advantage or any law for the benefit of debtors;or(c)ceases to conduct business for any reason on an ongoing basis leaving no successor in interest. Granicus may,without liability, immediately suspend or terminate any or all Order or SOW issued hereunder if any Fees owed under this MSA are past due pursuant to Section 4.1. 7.4. Rights and Obligations After Termination. In the event of expiration or termination of this MSA, Customer shall immediately pay to Granicus all Fees due to Granicus through the date of expiration or termination. 7.5. Survival.All rights granted hereunder shall terminate the latter of the termination or expiration date of this MSA,or each Order or SOW. 8. Limitation of Liability 8.1. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL GRANICUS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES,WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, GRANICUS SHALL NOT BE LIABLE FOR:(A) ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF CUSTOMER DATA; (B)COST OF PROCUREMENT OF SUBSTITUTE GOODS,SERVICES OR TECHNOLOGY; (C) LOSS OF BUSINESS; (D)DAMAGES ARISING OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES,SOFTWARE,CONTENT,OR RELATED TECHNICAL SUPPORT;OR(E) FOR ANY MATTER BEYOND GRANICUS' REASONABLE CONTROL, EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES OR DAMAGES. 8.2. LIMITATION OF LIABILITY. EXCEPT FOR CUSTOMER'S BREACH OF SECTION 3.3, IN NO INSTANCE SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT(WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY CUSTOMER FOR THE GRANICUS PRODUCTS AND SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT DAMAGES.GRANICUS SHALL NOT BE RESPONSIBLE FOR ANY LOST PROFITS OR OTHER DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES, HOWEVER CAUSED. NEITHER PARTY MAY INSTITUTE AN ACTION IN ANY FORM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT MORE THAN TWO(2) YEARS AFTER THE CAUSE OF ACTION HAS ARISEN.THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 4 ABOVE. 9. Indemnification 9.1. Indemnification by Granicus. Granicus will defend Customer from and against all losses, liabilities, damages and 3/29/2019 6 (C)A0 expenses arising from any claim or suit by a third party unaffiliated with either Party to this Agreement ("Claims")and shall pay all losses,damages, liabilities,settlements,judgments,awards, interest,civil penalties, and reasonable expenses(collectively,"Losses,"and including reasonable attorneys'fees and court costs),to the extent arising out of any Claims by any third party that Granicus Products and Services infringe a valid U.S. copyright or U.S. patent issued as of the date of the applicable Order or SOW. In the event of such a Claim,if Granicus determines that an affected Order or SOW is likely,or if the solution is determined in a final, non- appealable judgment by a court of competent jurisdiction,to infringe a valid U.S.copyright or U.S. patent issued as of the date of the applicable Order or SOW,Granicus will, in its discretion: (a) replace the affected Granicus Products and Services; (b) modify the affected Granicus Products and Services to render it non-infringing; or(c) terminate this Agreement or the applicable Order or SOW with respect to the affected solution and refund to Customer any prepaid fees for the then-remaining or unexpired portion of the Order or SOW term. Notwithstanding the foregoing, Granicus shall have no obligation to indemnify,defend,or hold Customer harmless from any Claim to the extent it is based upon: (i)a modification to any solution by Customer(or by anyone under Customer's direction or control or using logins or passwords assigned to Customer); (ii) a modification made by Granicus pursuant to Customer's required instructions or specifications or in reliance on materials or information provided by Customer;or(iii)Customer's use(or use by anyone under Customer's direction or control or using logins or passwords assigned to Customer)of any Granicus Products and Services other than in accordance with this Agreement.This section 9.1 sets forth Customer's sole and exclusive remedy, and Granicus'entire liability,for any Claim that the Granicus Products and Services or any other materials provided by Granicus violate or infringe upon the rights of any third party. 9.2. Indemnification by Customer.As limited by Florida Statutes§768.28, Customer shall defend, indemnify,and hold Granicus harmless from and against any Claims, and shall pay all Losses,to the extent arising out of or related to(a) Customer's(or that of anyone authorized by Customer or using logins or passwords assigned to Customer) use or modification of any Granicus Products and Services; (b)any Customer content;or(c) Customer's violation of applicable law. 9.3. Defense.With regard to any Claim subject to indemnification pursuant to this Section 9:(a)the Party seeking indemnification shall promptly notify the indemnifying Party upon becoming aware of the Claim;(b)the indemnifying Party shall promptly assume sole defense and control of such Claim upon becoming aware thereof;and(c)the indemnified Party shall reasonably cooperate with the indemnifying Party regarding such Claim. Nevertheless,the indemnified Party may reasonably participate in such defense,at its expense,with counsel of its choice,but shall not settle any such Claim without the indemnifying Party's prior written consent. The indemnifying Party shall not settle or compromise any Claim in any manner that imposes any obligations upon the indemnified Party without the prior written consent of the indemnified Party. 10. General 10.1. Relationship of the Parties.Granicus and Customer acknowledge that they operate independent of each other. Nothing in this MSA shall be deemed or construed to create a joint venture, partnership, agency, or employee/employer relationship between the Parties for any purpose, including, but not limited to, taxes or employee benefits. Each Party will be solely responsible for the payment of all taxes and insurance for its employees and business operations. 10.2. Subcontractors. Granicus agrees that it shall be responsible for all acts and omissions of its subcontractors to the same extent Granicus would be responsible if committed directly by Granicus. 10.3. Headings.The various section headings of this MSA are inserted only for convenience of reference and are not intended,nor shall they be construed to modify,define, limit,or expand the intent of the Parties. 10.4. Amendments.This MSA may not be amended or modified except by a written instrument signed by authorized representatives of both Parties. Notwithstanding the foregoing,Granicus retains the right to revise the policies referenced herein at any time,so long as the revisions are reasonable and consistent with industry practices, legal requirements,and the requirements of any third-party suppliers. 10.5. Severability.To the extent permitted by applicable law,the Parties hereby waive any provision of law that would render any clause of this MSA invalid or otherwise unenforceable in any respect. In the event that a provision of this MSA is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions 3/29/2019 7 of this MSA will continue in full force and effect. 10.6. No Third-Party Beneficiaries. Subject to Section 10.6,this MSA 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 MSA. 10.7. Notice.Other than routine administrative communications,which may be exchanged by the Parties via email or other means, all notices,consents,and approvals hereunder shall be in writing and shall be deemed to have been given upon: (a) personal delivery;(b)the day of receipt,as shown in the applicable carrier's systems, if sent via FedEx, UPS,DHL,or other nationally recognized express carrier; (c)the third business day after sending by U.S. Postal Service, First Class, postage prepaid, return receipt requested;or(d)sending by email, with confirmed receipt from the receiving party. 10.8. Force Majeure.Any delay in the performance by either Party hereto of its obligations hereunder shall be excused when such delay in performance is due to any cause or event of any nature whatsoever beyond the reasonable control of such Party, including,without limitation, any act of God;any fire,flood,or weather condition; any computer virus,worm,denial of service attack;any earthquake;any act of a public enemy,war, insurrection,riot, explosion or strike; provided,that written notice thereof must be given by such Party to the other Party within twenty(20)days after occurrence of such cause or event. 10.9. Choice of Law and Jurisdiction.This MSA shall be governed by and interpreted under the laws of the State of Florida,without reference to the State's principles of conflicts of law.The Parties expressly consent and submit to the exclusive jurisdiction of the state and federal courts of Collier County, Florida. 10.10. Entire Agreement.This MSA,together with Agreement#20-018-NS,all Orders or SOWs referenced herein,sets forth the entire understanding of the Parties with respect to the subject matter of this MSA,and supersedes any and all prior oral and written understandings,quotations,communications,and agreements. Granicus and Customer agree that any and all Orders or SOWs are incorporated herein by this reference. In the event of possible conflict or inconsistency between such documents,the conflict or inconsistency shall be resolved by giving precedence in the following order:(1)the terms of Agreement#20-018-NS;the MSA; (2) Orders; (3)all other SOWs or other purchase documents; (4)Granicus response to Customer's request for RFI, RFP, RFQ;and(5)Customer's RFI, RFP, RFQ. 10.11. Injunctive Relief. Granicus is entitled to obtain injunctive relief if Customer's use of Granicus Products and Services is in violation of any restrictions set forth in this Agreement. 3/29/2019 8 CA() ACG d CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) L.►•'''' 10/20/2020 2/6/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). NTACT PRODUCER Lockton Insurance Brokers,LLC NAME: CA License#0F15767 PHONE FAX Three Embarcadero Center,Suite 600 (NC.No.ExU: (A/C,No): IL San Francisco CA 94111 ADDRESS: (415)568-4000 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:National Fire Insurance Co of Hartford 20478 INSURED Granicus,LLC INSURER B:Valley Forge Insurance Company 20508 1424321 408 Saint Peter Street INSURER C:The Continental Insurance Company 35289 Suite 600 INSURER D:Columbia Casualty Company 31127 Saint Paul MN 55102 INSURER E: INSURER F: COVERAGES GRAINO1 CERTIFICATE NUMBER: 16567543 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y N 6043664103 10/20/2019 10/20/2020 EACH OCCURRENCE $ 1,000,000 DAMAGE CLAIMS-MADE X OCCUR PREM SESO(Ea occurrence) $ 1,000,000 MED EXP(Any one person) $ 15,000 PERSONAL&ADV INJURY $ 1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X JECT x LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY N N 6043664084 10/20/2019 10/20/2020 COMBINED NGLE LIMIT $ {Ea accident)SI1,000,000 ANY AUTO BODILY INJURY(Per person) $ XXXXXXX OWNED SCHEDULED BODILY INJURY(Per accident) $ XXX3CSQQC AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) ._ XXXX3CXX X Comp$100 Ded( Coll$1,000 Ded $ XXXXXXX UMBRELLA LIAB _ OCCUR NOT APPLICABLE EACH OCCURRENCE _ $ XXXXXXX _ EXCESS LIAB CLAIMS-MADE AGGREGATE $ XXXXXXX DED RETENTION$ $ XXXXXXX WORKERS COMPENSATION PER OTH- C N AND EMPLOYERS'LIABILITYN 6043364067(AOS) 10/20/2019 10/20/2020 X STATUTE ER C ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N 6043364070(CA) 10/20/2019 10/20/2020 OFFICER/MEMBER EXCLUDED? N N/A E.L.EACH ACCIDENT $ 1,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 O Prof.Liab/Tech E&O N N 596722177(E&O) 10/20/2019 10/20/2020 $5M/$25K RET. Network Sec&Privacy Liab DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Collier County Board of County Commissioners is/are an Additional Insured with respect to liability arising out of the operations of the insured and to the extent provided by the policy language or endorsement issued or approved by the insurance carrier. CERTIFICATE HOLDER CANCELLATION See Attachments 16567543 Collier County Board of County Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 3295 Tamiami Trail E. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Naples FL 34112 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPR E1ATIVE �I\ljVI.1.411S'16 .#111131 ,"44....4 ©1988-2015 ACORD CORPORATI . All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD