Backup Documents 02/25/2020 Item #16E 8GENERAL 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:
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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.
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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
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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.
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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
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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 , HiredV\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,
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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
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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,
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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
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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.
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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.
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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 iieii 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
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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
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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
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Exhibit A
Scope of Services
Q following this page (pages through
2 )
this exhibit is not applicable
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EXHIBIT A-SCOPE OF SERVICES
Product Descriptions
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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)
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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
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Exhibit B
Fee Schedule
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7 this exhibit is not applicable
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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
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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
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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.
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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
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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()
ACGd 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).
NTACTPRODUCERLocktonInsuranceBrokers,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) $ XXX3CSQQCAUTOSONLYAUTOS
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-
CN AND EMPLOYERS'
LIABILITYN6043364067(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
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