HomeMy WebLinkAbout22- Amendment 4 - PSA with Granicus - High Definition Streaming
408 Saint Peter Street, Suite 600 Amendment
Saint Paul, MN 55102 Prepared for
United States Bozeman, MT
Order #: Q-179458
Prepared: 04/15/2022 Page 1 of 10
Fourth Amendment to the Granicus Service Agreement between Granicus, LLC
and Bozeman, MT
This Fourth Amendment to the Granicus, LLC Service Agreement is effective on the date this document is signed and
entered into by and between Granicus, LLC, a Minnesota Limited Liability Company d/b/a Granicus (hereinafter
referred to as "Granicus"), and Bozeman, MT (hereinafter referred to as "Client"), with reference to the following:
WHEREAS, the Client and Granicus entered into an Agreement effective 02/25/2019 (the "Agreement"); and
WHEREAS, in addition to Client's existing solution, Client wishes to add certain products and services as detailed in Q-179458, which is attached as Exhibit A and incorporated herein by reference; and
NOW, THEREFORE, in consideration of the premises, the parties intend that the Agreement be amended as follows:
1. Compensation shall be amended to include the fees detailed in Exhibit A. Exhibit A is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of the Client
to provide applicable exemption certificate(s).
2. ClearCaster Terms & Conditions attached to Exhibit A - Q-179458 are incorporated herein by reference.
3. Except as amended by this Fourth Amendment, all other terms and conditions of the Agreement shall remain
in full force and effect.
4. In the event of any inconsistency between the provisions of this Fourth Amendment and the documents comprising the Agreement, the provisions of this Fourth Amendment shall prevail.
IN WITNESS WHEREOF, the parties have caused this Fourth Amendment to be executed by their duly authorized representatives.
Agreement and Acceptance
By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned
also understands the services and terms.
Bozeman, MT Granicus
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
DocuSign Envelope ID: 23D2F9AE-C8F7-4FA2-9394-3140B1FFF1A8
Maxwell Buccelli
5/4/2022
Manager, Contracts
Jeff Mihelich
City Manager
5/4/2022
408 Saint Peter Street, Suite 600 THIS IS NOT AN INVOICE Exhibit A
Saint Paul, MN 55102 Prepared for
United States Bozeman, MT
Order #: Q-179458
Prepared: 04/15/2022 Page 2 of 10
Exhibit A
ORDER DETAILS
Prepared By: Emery Henschel
Phone: 720-575-6139
Email: emery.henschel@granicus.com
Order #: Q-179458
Prepared On: 04/15/2022
Expires On: 05/22/2022
Currency: USD
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of
performance.)
ORDER TERMS
Current Billing Term End Date:
02/24/2023
DocuSign Envelope ID: 23D2F9AE-C8F7-4FA2-9394-3140B1FFF1A8
Exhibit A Bozeman, MT
Order #: Q-179458
Prepared: 04/15/2022 Page 3 of 10
PRICING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal.
Terminating Subscriptions
Solution Quantity/Unit Prior Annual Fee
Government Transparency Suite 0 Each $5,945.56
Granicus Encoding Appliance Software (GT) 0 Each $1,389.15
SUBTOTAL: $7,334.71
Upon the signing of this Agreement, annual fees for the terminating subscription(s) shall cease. Any pre-paid fees for the terminating subscription(s) after the signing of this Agreement will be prorated from the signing of
this Agreement to the end of the Client's then-current billing term, credited, and such credit applied to the
annual fees for new subscriptions.
Client will continue to have access to and use the terminating solution until the new subscription(s) is/are
deployed. Upon the deployment of Client's new solution as determined at Granicus' sole discretion, Granicus
shall remove access to the Client's terminating subscription(s).
One-Time Fees
Solution Billing Frequency Quantity/Unit One-Time Fee
GovMeetings Live Cast SetUp and Config Up Front 1 Each $0.00
Encoding Appliance HDW - WOWZA ClearCaster Upon Delivery 1 Each $2,950.00
Granicus Video - Online Training Upon Delivery 2 Hours $450.00
Granicus ClearCaster Setup and
Configuration Up Front 1 Each $875.00
US Shipping Charge C - Large Item Upon Delivery 1 Each $125.00
SUBTOTAL: $4,400.00
New Subscription Fees
Solution Billing Frequency Quantity/Unit Annual Fee
GovMeetings Live Cast Annual 1 Each $6,536.00
Granicus ClearCaster Software Annual 1 Each $2,200.00
SUBTOTAL: $8,736.00
Please note, annual fees for new subscriptions will be prorated to align to Client's then-current billing term. Exceptions include Recurring Captioning Services, SMS, and Targeted Messages.
DocuSign Envelope ID: 23D2F9AE-C8F7-4FA2-9394-3140B1FFF1A8
Exhibit A Bozeman, MT
Order #: Q-179458
Prepared: 04/15/2022 Page 4 of 10
FUTURE YEAR PRICING
Solution(s) Period of Performance
Year 2
Recurring Captioning Services $28,663.78
Open Platform Suite $0.00
Meeting Efficiency Suite $0.00
Peak Agenda Management $9,546.59
iLegislate $0.00
GovMeetings Live Cast $6,862.80
Granicus ClearCaster Software $2,310.00
SUBTOTAL: $47,383.17
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Bozeman, MT
Order #: Q-179458
Prepared: 04/15/2022 Page 5 of 10
PRODUCT DESCRIPTIONS
Solution Description
Recurring Captioning Services
Live closed captioning.
• All Meetings will incur one hour minimum. • Cancellations within 24 hrs. will be charged 1 hour minimum.
• Caption reservations should be reserved two weeks in advance. Jobs
with little notice may not be guaranteed coverage, 24 hours as an absolute minimum.
• Real Time Captions are provided at an 98% accuracy readability rating
• Recurring Caption hours not used in the period of performance will not
carry over to the following year.
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.
Meeting Efficiency Suite
Meeting Efficiency is a hybrid Software-as-a-Service (SaaS) and Hardware-as-a-Service (HaaS) solution that enables government organizations to
simplify the in-meeting management and post-meeting minutes creation
processes of the clerk’s office. By leveraging this solution, the client will be
able to streamline meeting data capture and minutes production, reducing staff efforts and decreasing time to get minutes published. During
a meeting, use LiveManager to record roll calls, motions, votes, notes, and
speakers, all indexed with video. Use the index points to quickly edit minutes, templates to format in Microsoft Word, and publish online with the click of a button. Meeting Efficiency includes:
• Unlimited user accounts
• Unlimited meeting bodies
• Unlimited storage of minutes documents
• Access to the LiveManager software application for recording
information during meetings
• Access to the Word Add-in software component for minutes formatting in MS Word if desired
• Up to one (1) MS Word minutes template (additional templates can
be purchased if needed)
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Bozeman, MT
Order #: Q-179458
Prepared: 04/15/2022 Page 6 of 10
Solution Description
Peak Agenda Management
Peak Agenda Management is a Software-as-a-Service (SaaS) solution that
enables government organizations to simplify the agenda management and minutes recording process of the clerk’s office. Peak Agenda
Management allows clerks to streamline the way they compile and
produce agendas and record minutes for public meetings and includes:
• Unlimited user accounts
• Unlimited meeting bodies and meeting types
• Access to up to one (1) Peak Agenda Management site
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
documents
• Review agendas and attachments offline and on-the-go
• Review indexed, archived meeting videos
• Public opinion placed at elected officials’ fingertips
GovMeetings Live Cast
govMeetings LiveCast provides the ability to manage public meetings
from anywhere, on almost any device using cloud based software and a
Granicus ClearCaster encoder. It will stream public meetings in HD, allow
users to live index items, record and publish minutes, and provide archive
videos for on-demand viewing.
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Bozeman, MT
Order #: Q-179458
Prepared: 04/15/2022 Page 7 of 10
Solution Description
Encoding Appliance HDW -
WOWZA ClearCaster
WOWZA ClearCaster encoder is the hardware appliance used convert the
video feed for video streaming on the web. It also records the video and provides the MP4 file for archive playback.
Granicus Video - Online Training
Granicus Video - Online Training
US Shipping Charge C - Large Item
US shipping of a large item
Granicus ClearCaster Software
Granicus ClearCaster Software will convert the video feed for video
streaming on the web which will also record video and provides the MP4
file for archive playback. Only used with the ClearCaster encoder hardware and LiveCast solution.
THIRD PARTY DISCLAIMER
Closed Captioning and Meeting Services: Client and Granicus may agree that a third party will provide closed
captioning, transcription services, or other meeting services under this Agreement. In such case, Client
expressly understands that the third party is an independent contractor and not an agent or employee of Granicus. Granicus is not liable for acts performed by such an independent third party.
ClearCaster and LiveCast Services: Client and Granicus agree that a third party will provide services under this
Agreement. Client expressly understands that the third party is an independent contractor and not an agent or employee of Granicus. Granicus is not liable for acts performed by such an independent third party.
DocuSign Envelope ID: 23D2F9AE-C8F7-4FA2-9394-3140B1FFF1A8
Bozeman, MT
Order #: Q-179458
Prepared: 04/15/2022 Page 8 of 10
ClearCaster Terms & Conditions
The ClearCaster products are subject to the following terms:
Permitted Use. Granicus hereby grants during each Order Term or as otherwise specified in the Order,
and Customer hereby accepts, solely for its internal use, a worldwide, revocable, non- exclusive, non-
transferrable right to use the ClearCaster products to the extent allowed in the relevant Order
(collectively the “Permitted Use”). The Permitted Use shall also include the right, subject to the
conditions and restrictions set forth herein, to use the ClearCaster products up to the levels limited in the
applicable Order.
Data Sources. Data uploaded into ClearCaster products must be brought in from Customer sources
(interactions with end users and opt-in contact lists). Customer cannot upload purchased contact
information into the ClearCaster products without Granicus’ written permission and professional
services support for list cleansing.
Passwords. Passwords are not transferable to any third party. Customer is responsible for keeping all
passwords secure and all use of the the ClearCaster products accessed through Customer’s passwords.
Content. Customer can only use the ClearCaster products to share content that is created by and
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.
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.
Advertising. The ClearCaster products shall not be used to promote products or services available for
sale through Customer or any third party unless approved in writing, in advance, by Granicus. Granicus
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 the ClearCaster products prior to approving the presence of Advertising within
the ClearCaster products.
Restrictions. Customer shall not:
Misuse any Granicus resources or the ClearCaster products or cause any disruption, including but
not limited to, the display of pornography or linking to pornographic material, advertisements,
solicitations, or mass mailings to individuals who have not agreed to be contacted;
Use any process, program, or tool for gaining unauthorized access to the systems, networks, or
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Bozeman, MT
Order #: Q-179458
Prepared: 04/15/2022 Page 9 of 10
accounts of other parties, including but not limited to, other Granicus customers;
Customer must not use the Granicus products, services or the ClearCaster products in a manner in which system or network resources are unreasonably denied to other Granicus clients;
Customer must not use the services or ClearCaster products as a door or signpost to another server.
Access or use any portion of the ClearCaster products, except as expressly allowed by this Order;
Copy, distribute, sublicense, or otherwise share, software provided on the ClearCaster products;
Disassemble, decompile, or otherwise reverse engineer all or any portion of the ClearCaster
products; or add or remove software on the ClearCaster products without Granicus consent;
Use the ClearCaster products for any unlawful purposes;
Export or allow access to the ClearCaster products in violation of U.S. laws or regulations;
Except as expressly permitted in this Order, subcontract, disclose, rent, or lease the ClearCaster
products, or any portion thereof, for third party use; or
Modify, adapt, or use the ClearCaster products to develop any software application intended
for resale which uses the ClearCaster products in whole or in part.
Customer Feedback. Customer assigns to Granicus any suggestion, enhancement, request,
recommendation, correction or other feedback provided by Customer relating to the use of the
ClearCaster products. Granicus may use such submissions as it deems appropriate in its sole discretion.
Reservation of Rights. Subject to the limited rights expressly granted hereunder, Granicus and/or its
licensors reserve all right, title and interest in the ClearCaster products, the documentation and resulting
product including all related intellectual property rights. Further, no implied licenses are granted to
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.
License to Content; Access. Customer hereby grants Granicus and its vendors a limited right and license
to view, access, use, modify, adapt, reproduce, transmit, distribute, display, and disclose Content for the
sole purpose of providing the ClearCaster products. Customer agrees that Granicus and its vendors may
remotely access the ClearCaster products for the sole purpose of providing Granicus products and
services, and the ClearCaster products.
DocuSign Envelope ID: 23D2F9AE-C8F7-4FA2-9394-3140B1FFF1A8
Bozeman, MT
Order #: Q-179458
Prepared: 04/15/2022 Page 10 of 10
Warranties and Disclaimers. The ClearCaster products are provided “AS IS” and as available. EACH PARTY
HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ORAL
AND WRITTEN, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER
GRANICUS NOR ITS SUPPLIERS WARRANT THAT THE CLEARCASTER PRODUCTS WILL MEET CUSTOMER’S
REQUIREMENTS NOR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.
Notwithstanding the foregoing and subject to payment of all applicable fees, Granicus will provide a three
(3) year warranty with respect to required hardware. Within the three (3) year warranty period, Granicus
shall repair or replace any required hardware provided directly from Granicus that fails to function
properly due to normal wear and tear, defective workmanship, or defective materials.
EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL
GRANICUS NOR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE
THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, GRANICUS NOR ITS SUPPLIER SHALL BE LIABLE FOR: (A) ERROR OR INTERRUPTION OF USE OR
FOR LOSS OR INACCURACY OR CORRUPTION OF CUSTOMER DATA; (B) COST OF PROCUREMENT OF
SUBSTITUTE GOODS, SERVICES, TECHNOLOGY, OR HARDWARE; (C) LOSS OF BUSINESS; (D) DAMAGES
ARISING OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, HARDWARE,
CLEARCASTER PRODUCTS, OR RELATED TECHNICAL SUPPORT; OR (E) FOR ANY MATTER BEYOND
GRANICUS’ REASONABLE CONTROL, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
LIMITATION OF LIABILITY. IN NO INSTANCE SHALL EITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR
DIRECT DAMAGES RESULTING EXCLUSIVELY FROM THE CLEARCASTER PRODUCTS (WHETHER IN
CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY CUSTOMER FOR GRANICUS PRODUCTS
AND SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY
NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT DAMAGES. NEITHER PARTY MAY
INSTITUTE AN ACTION IN ANY FORM ARISING OUT OF NOR IN CONNECTION WITH THE CLEARCASTER
PRODUCTS MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ARISEN.
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