HomeMy WebLinkAbout19- Agreement for Software Subscription and Services - Granicus, LLC - Agenda Management Software soz�
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AGREEMENT FOR SOFTWARE SUBSCRIPTION AND SERVICES
THIS AGREEMENT is made and entered into this _2C,�day of Y , 20199
by and between the CITY OF BOZEMAN, with a mailing address of PO Box 1230, Iyozeman,
MT 59771, hereinafter referred to as "City," and Granicus, LLC, with a mailing address of 408
St.Peter Street, Suite 600, St. Paul,MN 55102, hereinafter referred to as "Contractor."
In consideration of the mutual covenants and agreements herein contained,the receipt and
sufficiency whereof being hereby acknowledged,the parties hereto agree as follows:
1. Purpose: The City agrees to enter this Agreement with Contractor to perform for
the City services described in the Scope of Services.
2. Term/Effective Date: This Agreement is effective upon the date of its execution
("Effective Date") and will terminate five years from the Effective Date.
3. Scope of Services: Contractor will provide the products and services described
herein and in the Master Subscription Terms and Conditions and Proposal attached hereto
as Exhibits A and B, which are incorporated herein by this reference. For conflicts between this
Agreement and Exhibits A and/or B, unless specifically provided otherwise, the Agreement
governs.
4. Payment: The City agrees to pay Contractor as specified on the Proposal,attached
hereto as Exhibit B and incorporated herein by this reference.Any alteration or deviation from the
described services that involves additional costs above the Agreement amount will be performed
by Contractor after written request by the City, and will become an additional charge over and
above the amount listed in the Scope of Services. The City must agree in writing upon any
additional charges.
5. Contractor's Representations: To induce the City to enter into this Agreement,
Contractor makes the following representations:
a. Contractor has familiarized itself with the nature and extent of this Agreement,the
Scope of Services,and with all local conditions and federal,state and local laws,ordinances,rules,
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and regulations that in any manner may affect cost, progress or performance of the Scope of
Services.
b. Contractor represents and warrants to the City that it has the experience and ability
to perform the services required by this Agreement; that it will perform said services in a
professional, competent and timely manner and with diligence and skill; that it has the power to
enter into and perform this Agreement and grant the rights granted in it; and that its performance
of this Agreement shall not infringe upon or violate the rights of any third party, whether rights of
copyright,trademark,privacy,publicity,libel,slander or any other rights of any nature whatsoever,
or violate any federal, state and municipal laws. The City will not determine or exercise control as
to general procedures or formats necessary to have these services meet this warranty.
6. Independent Contractor Status/Labor Relations: The parties agree that
Contractor is an independent contractor for purposes of this Agreement and is not to be considered
an employee of the City of Bozeman for any purpose. Contractor is not subject to the terms and
provisions of the City's personnel policies handbook and may not be considered a City employee
for workers' compensation or any other purpose. Contractor is not authorized to represent the City
or otherwise bind the City in any dealings between Contractor and any third parties.
Contractor shall comply with the applicable requirements of the Workers' Compensation
Act, Title 39, Chapter 71, MCA, and the Occupational Disease Act of Montana, Title 39, Chapter
71, MCA. Contractor shall maintain workers' compensation coverage for all members and
employees of Contractor's business, except for those members who are exempted by law.
Contractor shall furnish the City with copies showing one of the following: (1)a binder for
workers' compensation coverage by an insurer licensed and authorized to provide workers'
compensation insurance in the State of Montana; or (2) proof of exemption from workers'
compensation granted by law for independent contractors.
In the event that, during the term of this Agreement, any labor problems or disputes of any
type arise or materialize which in turn cause any services to cease for any period of time,
Contractor specifically agrees to take immediate steps, at its own expense and without expectation
of reimbursement from the City, to alleviate or resolve all such labor problems or disputes. The
specific steps Contractor shall take shall be left to the discretion of Contractor;provided,however,
that Contractor shall bear all costs of any related legal action. Contractor shall provide immediate
relief to the City so as to permit the services to continue at no additional cost to the City.
Contractor shall indemnify, defend, and hold the City harmless from any and all claims,
demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurring in
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connection with any labor problems or disputes or any delays or stoppages of work associated with
such problems or disputes.
7. Indemnity/Waiver of Claims/Insurance: For other than professional services
rendered, to the fullest extent permitted by law, Contractor agrees to release, defend, indemnify,
and hold harmless the City, its agents, representatives, employees, and officers (collectively
referred to for purposes of this Section as the City) from and against any and all claims, demands,
actions, fees and costs (including attorney's fees and the costs and fees of expert witness and
consultants), losses, expenses, liabilities (including liability where activity is inherently or
intrinsically dangerous) or damages of whatever kind or nature connected therewith and without
limit and without regard to the cause or causes thereof or the negligence of any party or parties
that may be asserted against, recovered from or suffered by the City occasioned by, growing or
arising out of or resulting from or in any way related to: (i) the negligent, reckless, or intentional
misconduct of the Contractor; or (ii) any negligent, reckless, or intentional misconduct of any of
the Contractor's agents.
For the professional services rendered, to the fullest extent permitted by law, Contractor
agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses,
and expenses, including reasonable defense attorney fees, to the extent caused by the negligence
or willful misconduct of the Contractor or Contractor's agents or employees.
Such obligations shall not be construed to negate, abridge, or reduce other rights or
obligations of indemnity that would otherwise exist. The indemnification obligations of this
Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of
the indemnitee(s)which would otherwise exist as to such indemnitee(s).
Contractor's indemnity under this Section shall be without regard to and without any right
to contribution from any insurance maintained by City.
Should any indemnitee described herein be required to bring an action against the
Contractor to assert its right to defense or indemnification under this Agreement or under the
Contractor's applicable insurance policies required below the indemnitee shall be entitled to
recover reasonable costs and attorney fees incurred in asserting its right to indemnification or
defense but only if a court of competent jurisdiction determines the Contractor was obligated to
defend the claim(s) or was obligated to indemnify the indemnitee for a claim(s) or any portion(s)
thereof.
In the event of an action filed against City resulting from the City's performance under this
Agreement, the City may elect to represent itself and incur all costs and expenses of suit.
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Contractor also waives any and all claims and recourse against the City or its officers,
agents or employees, including the right of contribution for loss or damage to person or property
arising from, growing out of, or in any way connected with or incident to the performance of this
Agreement except"responsibility for his own fraud, for willful injury to the person or property of
another, or for violation of law,whether willful or negligent" as per 28-2-702, MCA.
These obligations shall survive termination of this Agreement and the services performed
hereunder.
In addition to and independent from the above, Contractor shall at Contractor's expense
secure insurance coverage through an insurance company or companies duly licensed and
authorized to conduct insurance business in Montana which insures the liabilities and obligations
specifically assumed by the Contractor in this Section. The insurance coverage shall not contain
any exclusion for liabilities specifically assumed by the Contractor in subsection(a)of this Section.
The insurance shall cover and apply to all claims, demands, suits, damages, losses, and
expenses that may be asserted or claimed against, recovered from, or suffered by the City without
limit and without regard to the cause therefore and which is acceptable to the City and Contractor
shall furnish to the City an accompanying certificate of insurance and accompanying endorsements
in amounts not less than as follows:
• Workers' Compensation—statutory;
• Employers' Liability- $1,000,000 per occurrence; $2,000,000 annual aggregate;
• Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual
aggregate; and
• Automobile Liability- $1,000,000 property damage/bodily injury per accident.
The above amounts shall be exclusive of defense costs. The City of Bozeman, its officers,
agents, and employees, shall be endorsed as an additional or named insured on a primary non-
contributory basis on both the Commercial General and Automobile Liability policies. The
insurance and required endorsements must be in a form suitable to City and shall include no less
than a thirty (30) day notice of cancellation or non-renewal. The City must approve all insurance
coverage and endorsements prior to the Contractor commencing work. Contractor shall notify City
within two (2)business days of Contractor's receipt of notice that any required insurance coverage
will be terminated or Contractor's decision to terminate any required insurance coverage for any
reason.
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The City must approve all insurance coverage and endorsements prior to the
Contractor commencing work.
8. Termination for Contractor's Fault:
a. If Contractor refuses or fails to timely do the work, or any part thereof, or
fails to perform any of its obligations under this Agreement, or otherwise breaches any
terms or conditions of this Agreement, the City may, by written notice, terminate this
Agreement and the Contractor's right to proceed with all or any part of the work
("Termination Notice Due to Contractor's Fault") if Contractor fails to cure the breach
within thirty (30) days of date of the written notice. The City may then take over the work
and complete it,either with its own resources or by re-letting the contract to any other third
party.
b. In the event of a termination pursuant to this Section 8, Contractor shall be
entitled to payment only for those services Contractor actually rendered.
C. Any termination provided for by this Section 8 shall be in addition to any
other remedies to which the City may be entitled under the law or at equity.
d. In the event of termination under this Section 8, Contractor shall, under no
circumstances,be entitled to claim or recover consequential,special,punitive,lost business
opportunity,lost productivity,field office overhead,general conditions costs,or lost profits
damages of any nature arising, or claimed to have arisen, as a result of the termination.
9. Termination for City's Convenience:
a. Should conditions arise which, in the sole opinion and discretion of the City,
make it advisable to the City to cease performance under this Agreement City may
terminate this Agreement by 90 days' written notice to Contractor("Notice of Termination
for City's Convenience"). The termination shall be effective in the manner specified in the
Notice of Termination for City's Convenience and shall be without prejudice to any claims
that the City may otherwise have against Contractor.
b. Upon receipt of the Notice of Termination for City's Convenience, unless
otherwise directed in the Notice,the Contractor shall immediately cease performance under
this Agreement and make every reasonable effort to refrain from continuing work,
incurring additional expenses or costs under this Agreement and shall immediately cancel
all existing orders or contracts upon terms satisfactory to the City. Contractor shall do only
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such work as may be necessary to preserve,protect, and maintain work already completed
or immediately in progress.
C. In the event of a termination pursuant to this Section 9,Contractor is entitled
to payment only for those services Contractor actually rendered on or before the receipt of
the Notice of Termination for City's Convenience.
d. The compensation described in Section 9(c)is the sole compensation due to
Contractor for its performance of this Agreement. Contractor shall, under no
circumstances,be entitled to claim or recover consequential,special,punitive,lost business
opportunity,lost productivity,field office overhead,general conditions costs,or lost profits
damages of any nature arising, or claimed to have arisen, as a result of the termination.
10. Limitation on Contractor's Damages; Time for Asserting Claim:
a. In the event of a claim for damages by Contractor under this Agreement,
Contractor's damages shall be limited to contract damages and Contractor hereby expressly
waives any right to claim or recover consequential, special, punitive, lost business
opportunity,lost productivity,field office overhead,general conditions costs,or lost profits
damages of any nature or kind.
b. In the event Contractor wants to assert a claim for damages of any kind or
nature, Contractor shall provide City with written notice of its claim, the facts and
circumstances surrounding and giving rise to the claim, and the total amount of damages
sought by the claim, within thirty (30) days of the facts and circumstances giving rise to
the claim. In the event Contractor fails to provide such notice, Contractor shall waive all
rights to assert such claim.
11. Representatives:
a. City's Representative: The City's Representative for the purpose of this
Agreement shall be Robin Crough or such other individual as City shall designate in
writing. Whenever approval or authorization from or communication or submission to City
is required by this Agreement, such communication or submission shall be directed to
Robin Crough as the City's Representative and approvals or authorizations shall be issued
only by such Representative;provided,however,that in exigent circumstances when City's
Representative is not available, Contractor may direct its communication or submission to
other designated City personnel or agents as listed above and may receive approvals or
authorization from such persons.
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b. Contractor's Representative: The Contractor's Representative for the
purpose of this Agreement shall be - Ej! &, ♦n or such other individual as
Contractor shall designate in writing. Whenever direction to or communication with
Contractor is required by this Agreement, such direction or communication shall be
directed to Contractor's Representative; provided, however, that in exigent circumstances
when Contractor's Representative is not available, City may direct its direction or
communication to other designated Contractor personnel or agents.
12. Permits: Contractor shall provide all notices, comply with all applicable laws,
ordinances, rules, and regulations, obtain all necessary permits, licenses, including a City of
Bozeman business license, and inspections from applicable governmental authorities, and pay all
fees and charges in connection therewith.
13 Laws and Regulations: Contractor shall comply fully with all applicable state and
federal laws, regulations, and municipal ordinances including, but not limited to, all workers'
compensation laws, all environmental laws including, but not limited to, the generation and
disposal of hazardous waste, the Occupational Safety and Health Act (OSHA), the safety rules,
codes,and provisions of the Montana Safety Act in Title 50,Chapter 71,MCA,all applicable City,
County, and State building and electrical codes,the Americans with Disabilities Act, and all non-
discrimination, affirmative action, and utilization of minority and small business statutes and
regulations.
14. Nondiscrimination: The Contractor agrees that all hiring by Contractor of persons
performing this Agreement shall be on the basis of merit and qualifications. The Contractor will
have a policy to provide equal employment opportunity in accordance with all applicable state and
federal anti-discrimination laws, regulations, and contracts. The Contractor will not refuse
employment to a person, bar a person from employment, or discriminate against a person in
compensation or in a term, condition, or privilege of employment because of race, color,religion,
creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual
orientation, gender identity,physical or mental disability,except when the reasonable demands of
the position require an age, physical or mental disability, marital status or sex distinction. The
Contractor shall require these nondiscrimination terms of its subcontractors providing services
under this agreement.
15. Intoxicants; DOT Drug and Alcohol Regulations/Safety and Training:
Contractor shall not permit or suffer the introduction or use of any intoxicants, including alcohol
or illegal drugs, by any employee or agent engaged in services to the City under this Agreement
while on City property or in the performance of any activities under this Agreement. Contractor
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acknowledges it is aware of and shall comply with its responsibilities and obligations under the
U.S. Department of Transportation (DOT) regulations governing anti-drug and alcohol misuse
prevention plans and related testing. City shall have the right to request proof of such compliance
and Contractor shall be obligated to furnish such proof.
The Contractor shall be responsible for instructing and training the Contractor's employees
and agents in proper and specified work methods and procedures. The Contractor shall provide
continuous inspection and supervision of the work performed. The Contractor is responsible for
instructing his employees and agents in safe work practices.
16. Modification and Assignability: This Agreement may not be enlarged, modified
or altered except by written agreement signed by both parties hereto. The Contractor may not
subcontract or assign Contractor's rights, including the right to compensation or duties arising
hereunder, without the prior written consent of City. Any subcontractor or assignee will be bound
by all of the terms and conditions of this Agreement.
17. Reports/Accountability/Public Information: Contractor agrees to develop and/or
provide documentation as requested by the City demonstrating Contractor's compliance with the
requirements of this Agreement. Contractor shall allow the City, its auditors, and other persons
authorized by the City to inspect and copy its books and records for the purpose of verifying that
the reimbursement of monies distributed to Contractor pursuant to this Agreement was used in
compliance with this Agreement and all applicable provisions of federal, state, and local law. The
Contractor shall not issue any statements,releases or information for public dissemination without
prior approval of the City.
18. Non-Waiver: A waiver by either party any default or breach by the other party of
any terms or conditions of this Agreement does not limit the other patty's right to enforce such
term or conditions or to pursue any available legal or equitable rights in the event of any subsequent
default or breach.
19. Attorney's Fees and Costs: In the event it becomes necessary for either Party to
retain an attorney to enforce any of the terms or conditions of this Agreement or to give any notice
required herein,then the prevailing Party or the Patty giving notice shall be entitled to reasonable
attorney's fees and costs, including fees, salary, and costs of in-house counsel to include City
Attorney.
20. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all
appropriate employee withholdings.
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21. Dispute Resolution:
a. Any claim, controversy, or dispute between the parties, their agents,
employees, or representatives shall be resolved first by negotiation between senior-level
personnel from each party duly authorized to execute settlement agreements. Upon mutual
agreement of the parties, the parties may invite an independent, disinterested mediator to
assist in the negotiated settlement discussions.
b. If the parties are unable to resolve the dispute within thirty (30) days from
the date the dispute was first raised, then such dispute may only be resolved in a court of
competent jurisdiction in compliance with the Applicable Law provisions of this
Agreement.
22. Survival: Contractor's indemnification shall survive the termination or expiration
of this Agreement for the maximum period allowed under applicable law.
23. Headings: The headings used in this Agreement are for convenience only and are
not be construed as a part of the Agreement or as a limitation on the scope of the particular
paragraphs to which they refer.
24. Severability: If any portion of this Agreement is held to be void or unenforceable,
the balance thereof shall continue in effect.
25. Applicable Law: The parties agree that this Agreement is governed in all respects
by the laws of the State of Montana.
26. Binding Effect: This Agreement is binding upon and inures to the benefit of the
heirs, legal representatives, successors, and assigns of the parties.
27. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the
parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or
enforced by a third party.
28. Counterparts: This Agreement may be executed in counterparts, which together
constitute one instrument.
29. Integration: This Agreement and all Exhibits attached hereto constitute the entire
agreement of the parties. Covenants or representations not contained therein or made a part thereof
by reference, are not binding upon the parties. There are no understandings between the parties
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other than as set forth in this Agreement.All communications,either verbal or written,made prior
to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part
of this Agreement by reference.
30. Extensions: this Agreement may, upon mutual agreement, be extended for a
period of one year by written agreement of the Parties.In no case,however,may this Agreement run
longer than six years.
**** END OF AGREEMENT EXCEPT FOR SIGNATURES ****
IN WITNESS WHEREOF, the patties hereto have executed this instrument the day and
year first above written.
CITY OF BOZE GRANICUS,LLC
By By
Andrea Surratt, City Manager
Print Name: f�
APPROVED AS TO FORM: Print Title: J�� T
Gr ullivan, City Attorney
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EXHIBIT A
Master Subscription Terms and Conditions
By accessing the Granicus Products and Services, Customer accepts this Agreement. Due to the rapidly
changing nature of digital communications,these terms and conditions may be updated from time to time
at Granicus'sole discretion. Notification to Customer will be via email or posting to the Granicus website.
1. Definitions. In addition to terms defined elsewhere in this Agreement,the following terms shall have
the meaning specified:
"Agreement" means the Agreement for Software Subscription and Services.
"Agreement Term"means the total time covered by the Initial Term and all Extension Terms for each
Order or SOW under the Agreement.
"Extension Term" means any term that increases the length of the Initial Term of the Agreement or
an Order Term of an Order or SOW.
"Granicus Products and Services" means the products and services made available to Customer
pursuant to the Agreement, 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 Exhibit B or 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 the Agreement 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 the
Agreement,so long as the functionality purchased by Customer is not materially diminished.
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EXHIBIT A
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 the Agreement 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 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 the Agreement, Granicus hereby grants
during each Order Term, and Customer hereby accepts, solely for its internal use, a worldwide,
revocable, non-exclusive, non-transferrable right to use the Granicus Products and Services to
the extent allowed in the relevant Order 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 ortopics 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.
3.3. Restrictions.Customer shall not:
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EXHIBIT A
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 the Agreement 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 the Agreement,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. 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).
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.
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
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EXHIBIT A
anniversary during the term of the 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 by up to five (5) percent per year.
5. Representations,Warranties and Disclaimers
5.1. Representations. Each Party represents that it has validly entered into the Agreement and has
the legal power to do so.
5.2. Warranties. Granicus warrants that it takes all precautions that are standard in the industry to
increase the likelihood of a successful performance for the Granicus Products and Services;
however,the Granicus Products and Services are provided "AS IS" and as available.
5.3. Disclaimers.EXCEPTAS 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 or is required to disclose the information
pursuant to applicable Montana law, it will notify the Disclosing Party as promptly as practicable
so that the Disclosing Party may seek an appropriate protective order or waiverforthat instance.
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
4
`XHIBIT 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.Each Receiving Party shall return or destroy the Confidential
Information immediately upon written request by the Disclosing Party; 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 the 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. Limitation of Liability
7.1. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL
EITHER PARTY 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. 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;; OR (D) FOR ANY
MATTER BEYOND GRANICUS'REASONABLE CONTROL,EVEN IF GRANICUS HAS BEEN ADVISED OF
THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES OR DAMAGES.
7.2. LIMITATION OF LIABILITY. IN NO INSTANCE SHALL EITHER PARTY'S LIABILITY TO THE OTHER
PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT(WHETHER IN CONTRACT OR TORT OR
OTHERWISE) EXCEED THE FEES PAID BY CUSTOMER FOR THE GRANICUS PRODUCTS AND
SERVICES DURING THE TWELVE (12) 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, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES,
HOWEVER CAUSED. NEITHER PARTY MAY INSTITUTE AN ACTION IN ANY FORM ARISING OUT OF
NOR IN CONNECTION WITH THIS AGREEMENT MORE THAN TWO(2)YEARS AFTER THE CAUSE OF
ACTION HAS ARISEN. THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER'S PAYMENT
OBLIGATIONS UNDER SECTION 4 ABOVE.
5
Granicus Proposal for Bozeman, MT
Granicus Contact
Name:Eli Eaton
Phone:415-408-7931
Email:eli.eaton@granicus.com
iPr•..
Quote Number:Q-46847
Prepared On: 1/16/2019
Valid Through:3/31/2019
Pricing
Payment Terms:Net 30(Payments for subscriptions are due at the beginning of the period of performance.)
Currency:USD
Period of Performance:The term of the Agreement will commence on the date this document is signed and will
continue for 60 months.
!One-Time Fees
WER
Open Platform-Setup and Configuration Up Front 1 Hours $0.00
Granicus Encoding Appliance Hardware-SDI(AMAX)(GT) Up Front 1 Each $3,500.00'
Granicus Encoding Appliance'Hardware-Setup&Config Up Front 1 Each $875.00'
US Shipping Charge C-Large Item Up Front 1 Each $125.00'
View Template(GT)-Setup and Configuration Up Front 1 Hours $0.00
Player Template(GT) Setup and Configuration Up Front 1 Hours $0.00
Standard Agenda Template-Setup and Configuration Up Front, 1 Each $0.00'
Live Manager(GT)-Setup and Configuration Up Front 1 Hours $0.00
Granicus Video-Online Training Up Front 1 Hours $0.00
Government Transparency-Setup and Configuration Up Front 1 Hours $0.00
Meetings Server(ME)-Setup and Configuration Up Front 4 Hours $900.00
SUBTOTAL: $14,000.00
gr
One-Time
v
Minutes Template(ME)-Setup and Configuration Up Front 1 Each $0.00!
Minutes-Online Training Up Front 6 Hours $1,350.00
Meeting Efficiency-Setup and Configuration(GT) Up Front 1 Hours $0.00
Peak Agenda Management Standard Agenda Report Up Front 1 Each $0.0&
Peak Agenda Management Standard Minutes Report Up Front 1 Each $0.00
Peak Agenda Management Standard Cover Page Report Up Front 1'Each $0.00
Peak-Online Training Up Front 6 Hours $0.00
Peak-Setup and Configuration Up Front 1 Hours $0.00`
Boards and Commissions-Data Import Up Front 10 Hours $2,250.00
Boards and Commissions-Online Training Up Front 1 Hours $0.00'
Boards and Commissions-Setup and Configuration Up Front 1 Hours $0.00
Peak-Onsite Training Up Front 2;Days $5,000.06
SUBTOTAL: $14,000.00'
Annual Fees for New Subscriptions
Government Transparency Suite Annual 1 Each M $5,136.00!
Open Platform Suite Annual 1 Each $0.00'
Granicus Encoding Appliance Software(GT) Annual 1 Each $1,200.00'
Meeting Efficiency Suite Annual 1 Each $0.00'
Peak Agenda Management Annual 1 Each $7,854.00
Boards and Commissions Annual 1 Each $6,000.00
il-egislate Annual 1 Each $0.00
SUBTOTAL: $20,190.00'
Government
`Transparency Suite $5,392.80 $5,662.44 $5,945.56 $6,242.84
Open Platform Suite $0.00 $0.00 $0.00 $0.00'
Granicus Encoding $1,260.00 $1,323.00 $1,389.15 $1,458.61.
Appliance Software(GT)
Meeting Efficiency Suite $0.00 $0.00 $0.00 $0.00
4
;Peak Agenda
=Management $8,246.70 $8,659.04 $9,091.99 $9,546.591
Boards and
Commissions ' $6,300.00 $6,615.00 $6,945.75 $7,293.04,
iLegislate $0.00 $0.00 $0.00 $0.06
SUBTOTAL: $21,199.50 $22,259.48 $23,372.45 $24,541.07,
duct Descriptions
Government' Government Transparency are the live in-meeting functions.Streaming of an event,pushing of
Transparency Suite documents,indexing of event,creation of minutes.
Open Platform Suite Open'Platform is access to MediaManager,upload of archives,ability to post agendas/
documents,and index of archives.These are able to be published and accessible through a
searchable viewpage.
Open Platform- Setup and configuration for Open Platform
Setup and
Configuration
Granicus Encoding AMAX Encoder with Osprey SDI Card.Used to pass commands and data from LiveManager that
Appliance Hardware- include Start/Stop of webcast,indexing,and document display.Also serves to distribute video
SDI(AMAX)(GT) and captions to be distributed to the CDN or Performance Accelerator.
Granicus Encoding Granicus Encoding Appliance Software(GT)This includes the LiveManager Software solution
Appliance Software where webcasts are started/stopped,agendas amended and indexed,votes and attendance
(GT) recorded,and minutes created.
Granicus Encoding Remote configuration and deployment of an encoding appliance.
Appliance Hardware!-
Setup&Config
US Shipping Charge C US shipping of a large item
-Large Item
View Template(GT) Initial set up and implementation of viewpage template
Setup and
Configuration
i
Player,Template(GT) Initial set up and implementation of video player template
-Setup and
Configuration
Standard Agenda Initial set up and implementation of one standard agenda template
Template-Setup and
Configuration
Live Manager(GT)- Initial set up and implementation of LiveManager,ensuring timestamp capabilities for meeting
Setup and agendas
Configuration
Granicus Video- Granicus Video-Online Training
Online Training
Government Setup and configuration for Government Transparency
Transparency-Setup
and Configuration
s
�Product
;Meeting Efficiency Meeting Efficiency is hybrid Software-as-a-Service,(SaaS)and Hardware-as-a-Service(HaaS)
'Suite solution that enables government organizations to simplify the in-meeting management and
post-meeting minutes creation processes of the clerk's office.By leveraging this solution,the
client will be able to streamline meeting data capture and minutes production,reducing staff
efforts and decreasing time to get minutes published.During a meeting,record roll calls,
motions,votes,notes,and speakers,all indexed with video.Use the index points to quickly edit
minutes,templates to format in Microsoft Word or HTML,and publish online with the click of a
button.Meeting Efficiency includes:
Unlimited user accounts
j
•i Unlimited meeting bodies
Unlimited storage of minutes documents
Access to one Granicus platform site
Access to the LiveManager software application for recording information during
meetings
Access to the Word Add-in software component for minutes formatting in MS Word if
desired
One MS Word or HTML minutes template(additional templates can be purchased if
needed)
Meetings Server(ME) Initial set up and implementation of video encoder
-Setup and
Configuration
Minutes Template Initial set up and implementation of one minutes template
(ME)-Setup and
Configuration
Minutes-online online training for Minutes,which allows clients to have online sessions with a Granicus trainer
Training to show clerks how to take minutes during a meeting and how to edit and publish them after a
meeting.
Meeting Efficiency- Setup and configuration of Meeting Efficiency(Government Transparency)
Setup and
Configuration(GT)
i,Pr..
Peak Agenda Peak Agenda Management is a Software-as-a-Service(SaaS)solution that enables government ,
Management organizations to simplify the agenda management and minutes recording process of the clerk's
office.Peak Agenda Management allows clerks to streamline the way they compile and
produce agendas and record minutes for public meetings and includes
Unlimited user accounts
Unlimited meeting bodies and meeting types
• Access to one Granicus platform site
Access to one Peak Agenda Management site
•! Design services for one public view page portal
Design services for one Agenda report template
Design services for one Cover Page report template
Peak Agenda Peak Agenda Management Standard Agenda Report is professional service for designing an
Management additional Peak agenda report.
`Standard Agenda
Report
Peak Agenda' Peak Agenda Management Standard Minutes Report is professional service for designing an
Management additional Peak minutes report.
`Standard Minutes
Report
Peak Agenda' Peak Agenda Management Standard Cover Page Report is professional service for designing an
Management additional Peak cover page report.
Standard Cover Page
Report
Peak-'Online' Peak Agenda'Management-Online Training is for online training for Peak Agenda
Training Management,which allows clients to have online sessions with a Granicus trainer to learn how
to use the system.
Peak-'Setup and Setup and configuration of Peak Agenda
Configuration
�Product
Boards and Boards and Commissions is a Software-as-a-Service(SaaS)solution that enables government
€Commissions organizations to simplify the citizen application and appointment to boards process of the
clerk's office.Boards and Commissions includes:
Unlimited user accounts
Unlimited boards,commissions,committees,and subcommittees
Unlimited storage of citizen applications
Access to one Granicus platform site
Access to one Boards and Commissions site
Access to customizable,embeddable Wrame websites for displaying information to
citizens
Access to a customizable online citizen application form including board-specific
questions
Customizable forms for board details,appointment details,and internal tracking details.
Pre-designed document PDFs for applications,board details and rosters,and vacancy
reports
Downloadable spreadsheets'for easy reporting
Optional custom templates for document or report generation(additional upfront
charge applies)
4
Boards and Import legacy data into Boards and Commissions to have access to historical data from a
Commissions-Data previous system used prior to buying Boards and Commissions.
.Import
Boards and ' Boards and Commissions-Online Training is for online training for Boards and Commissions,
`Commissions-Online which allows clients to have online sessions with a Granicus trainer to learn how to use the
Training system.
Boards and Setup and configuration for Boards and Commissions
Commissions-Setup
and Configuration
.•
uct Descriptions
w
iLegislate iLegislate®enables government officials to review meeting agendas,supporting documents,
and archived videos on any tablet or desktop that supports iOS,Android,Windows,or OS X.
iLegislate seamlessly connects all agenda data to a tablet or desktop,automatically updating it
with the latest information when online,and is available for review when offline.Elected
members and staff can review agendas and PDF attachments,and bookmark items of interest,
while offline(currently tablet only).Changes are automatically backed up to the Granicus cloud '.
when an internet connection is established.iLegislate includes:
Automated updates through'desktop application
Ability to download agendas
Annotations
Cloud stored data
Ability to utilize on IOS,Android,Windows,and Mac OSX
eComment integration(if jurisdiction also has eComment)
Upload of upcoming agendas
Convenient access to meeting agendas and supporting documentsi
Review agendas and attachments offline and on-the-go
Review indexed,archived meeting videos
Public opinion placed at elected officials'fingertips
Peak-Onsite Peak Agenda Management-'OnsiteTraining is for onsite training for Peak Agenda Management,
Training which allows clients to have a Granicus trainer onsite to show them how to use the system.
Onsite Training includes travel,meals and lodging expenses.
Terms and conditions
• This quote is exclusive of applicable state,local,and federal taxes,which,if any,will be included in the invoice.It
is the responsibility of Bozeman,MT to provide applicable exemption certificate(s).
• Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate
the subscription.
• If submitting a Purchase Order,please include the following language:All pricing,terms and conditions of quote
Q-46847 dated 1/16/2019 are incorporated into this Purchase Order by reference.
• Granicus will provide a three(3)year warranty with respect to required hardware.Within the three(3)year
warranty period,Granicus shall repair or replace any required hardware provided directly from Granicus that
fails to function properly due to normal wear and tear,defective workmanship,or defective materials.
• Bozeman,MT is eligible to receive up to five(5)two-day passes to the 2019 Granicus National Summit,valued at
$299.00 each.The Granicus National Summit is the premiere user conference for public sector professionals
across federal,state,and local government.Attendees will be provided with hands-on training led by Granicus
subject matter experts,as well as opportunities to learn and network with peers and leaders in government.
Granicus National Summit Dates:May 14-15,2019