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PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 27th day of August, 2024 (“Effective Date”),
by and between the CITY OF BOZEMAN, MONTANA, a self-governing municipal corporation
organized and existing under its Charter and the laws of the State of Montana, 121 North Rouse
Street, Bozeman, Montana, with a mailing address of PO Box 1230, Bozeman, MT 59771, hereinafter
referred to as “City,” and, Granicus, LLC, a Minnesota Limited Liability Company, hereinafter
referred to as “Contractor.” The City and Contractor may be referred to individually as “Party” and
collectively as “Parties.”
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: City agrees to enter this Agreement with Contractor to perform for City
services described in the Scope of Services attached hereto as Exhibit A and by this reference made
a part hereof.
2. Term/Effective Date: This Agreement is effective upon the July 1, 2024 and will
expire on the 30th day of June, 2027, unless earlier terminated in accordance with this Agreement.
3. Scope of Services: Contractor will provide the products and services in accordance
with the requirements of the Scope of Services. For conflicts between this Agreement and the Scope
of Services, unless specifically provided otherwise, the Agreement governs. Contractor agrees to be
bound by its responses to the City’s Cloud Questions, attached to this Agreement as Exhibit B and
made part of this Agreement. Such responses constitute material consideration for the City to enter
into this Agreement and the responses are material representations regarding the Contractor’s
performance.
4. Payment: City agrees to pay Contractor the amount specified in the Scope of Services
attached as Exhibit A. Invoices are due within 30 days of issuance. Annual subscription fees are due
upfront prior to commencement of the annual subscription period. Any alteration or deviation from
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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. Licensing / Permitted Use:
a. Contractor products and services are purchased by City as subscriptions. Contractor
hereby grants and City hereby accepts, solely for its internal use, a worldwide, revocable, non-
exclusive, non-transferrable right to use Contractor products and services during the term of this
Agreement. Contractor reserves all right, title and interest in Contractor products and services, the
documentation and resulting product including all related intellectual property rights. No implied
licenses are granted to City. City can only use products to share content that is created by or owned
by City and/or content for affiliated organizations, provided that use by City for affiliated
organizations is in support only, and not as a primary communication vehicle for such organizations
that do not have their own license to the products. Contractor is not responsible for any content
used, uploaded or migrated by City or any third party. City grants Contractor a limited, non-exclusive
right during the Term to access and use the content to provide the products and services. Content
does not include user feedback related to the products or services, which Contractor is free to use
without any further permission or consideration to City. In addition, content does not include data
generated by use of the products, including system data and data derived from content in an
aggregated and anonymized form, which may be used by Contractor for any and all business
purposes including diagnostics and system and product improvements. Contractor name, logo, and
the product names are trademarks of Contractor, and no right or license is granted to use them.
City assigns to Contractor any suggestion, enhancement, request, recommendation, correction or
other feedback provided by City relating to the use of Contractor products and services.
b. City shall not: (i) Misuse any Contractor resources or cause any disruption, including
but not limited to, the display of adult content, advertisements, solicitations, or mass mailings to
individuals who have not agreed to be contacted; (ii) Use any process, program, or tool for gaining
unauthorized access to the systems, networks, or accounts of third parties; (iii) Use Contractor
products and services in a manner in which system or network resources are unreasonably denied
to third parties; (iv) Use the products and services as a door or signpost to another server; (v) Access
or use any portion of Contractor products and services except as expressly allowed by this
Agreement; (vi) Disassemble, decompile, or otherwise reverse engineer all or any portion of
Contractor products and services; (vii) Use products and services for any unlawful purposes; (viii)
Export or allow access to Contractor products and services in violation of U.S. laws or regulations;
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(ix) subcontract, disclose, rent, or lease Contractor products and services, or any portion thereof,
for third party use; or (x) Modify, adapt, or use Contractor products and services to develop any
software application intended for resale which uses Contractor products and services in whole or in
part.
c. Each party retains its rights in its pre-existing intellectual property.
d. Contractor grants City a non-exclusive, non-transferable, royalty-free, perpetual
license to use the deliverables on behalf of and for the benefit of City independently and with
Contractor products. “Deliverable(s)” means any computer software, written documentation,
reports or materials developed by Contractor specifically for City pursuant to a SOW. Contractor
retains all right, title and interest to the Deliverables except for those rights expressly granted to
City and reserves all rights not otherwise expressly granted herein.
6. Contractor’s Representations: To induce 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,
and regulations that in any manner may affect cost, progress or performance of the Scope of
Services.
b. Contractor represents and warrants to City that it takes all precautions that are
standard in the industry to increase the likelihood of a successful performance of Contractor’s
products and services; however, Contractor’s products and services are provided “AS IS” and as
available. Except as provided 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, and fitness for a particular purpose. Contractor does
not warrant that contractor products and services will meet city’s requirements or that the
operation thereof will be uninterrupted or error free.
7. 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 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’
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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, Montana Code Annotated (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 a copy for workers’ compensation coverage by an
insurer authorized to provide workers’ compensation insurance in the State of Montana.
In performing the services under this Agreement, Contractor shall give preference to the
employment of bona fide residents of Montana, as required by §18-2-403, MCA, as such term is
defined by §18-2-401(1), MCA. When making assignments of work, Contractor shall use workers
both skilled in their trade and specialized in their field of work for all work to which they are
assigned.
Pursuant to §§18-2-403 and 18-2-422, MCA, Contractor shall pay wages, fringe benefits, and
expenses, including travel allowances as set forth in the current Montana Prevailing Wage Rate for
Non Construction Services in effect and applicable to Gallatin County, Montana, which schedule is
incorporated herein. Contractor shall pay all hourly wage employees on a weekly basis. Violation of
the requirements set forth in the above State of Montana schedule of prevailing wage rates may
subject the Contractor to the penalties set forth in §18-2-407, MCA. Contractor shall maintain
payroll records during the term of this Agreement and for a period of three (3) years following
termination of this Agreement.
The Contractor shall ensure that any person, firm or entity performing any portion of the
services under this Agreement for which the contractor, subcontractor or employer is responsible,
is paid the applicable standard prevailing rate of wages.
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 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
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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 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
connection with any labor problems or disputes or any delays or stoppages of work associated with
such problems or disputes.
8. Indemnity/Waiver of Claims/Insurance: 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 reasonable 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 from any claim or suit by a third party due to
personal or bodily injury or death or damage to tangible property caused by the negligent, reckless,
or intentional misconduct of the Contractor; or (ii) any negligent, reckless, or intentional misconduct
of any of the Contractor’s agents.
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 City
as 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 the City 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 City shall be entitled to recover reasonable costs and reasonable
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 City for a claim(s) or any portion(s) thereof.
In the event of an action filed against the 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, 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 [City’s]
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 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 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 and
without regard to the cause therefore and which is acceptable to the City. 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;
• Automobile Liability - $1,000,000 property damage/bodily injury per accident; and
• Professional Liability - $1,000,000 per claim; $2,000,000 annual aggregate.
The City shall be included as an additional or named insured on a primary non-contributory
basis on the Commercial General, Employer’s Liability, and Automobile Liability policies. The
insurance and required endorsements must be in a form suitable to City. 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.
9. Termination for Fault:
a. Either Party may terminate this Agreement for cause upon written notice if the other
Party is in material breach of this Agreement and fails to cure such breach within 30 days after the
notifying Party provides written notice of the breach. City may terminate this agreement
immediately upon oral written notice should funding cease or be materially decreased, or should
City fail to appropriate sufficient funds for this agreement in any fiscal year.
b. In the event of a termination pursuant to this Section 9, Contractor shall be entitled
to payment only for those services Contractor actually rendered.
c. Any termination provided for by this Section 9 shall be in addition to any other
remedies to which the either party may be entitled under the law or at equity.
d. In the event of termination under this Section 9, 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.
e. City will have thirty (30) days from the expiration date of a subscription to extract or
download any content or City data stored in the products. Contractor has no obligation to retain
any content or City data after such thirty (30)-day period nor is Contractor responsible for extracting
the content or City data on City’s behalf absent separate written agreement and the payment of
additional fees.
10. 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, the City may terminate this
Agreement by providing ninety (90) days advance written notice to Contractor (“Notice of
Termination for City’s Convenience”).
b. Upon receipt of the Notice of Termination for City’s Convenience, unless otherwise
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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 such work as may be necessary to preserve, protect,
and maintain work already completed or immediately in progress.
c. 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.
d. City will have thirty (30) days from the expiration date of a subscription to extract or
download any content or City data stored in the products. Contractor has no obligation to retain
any content or City data after such thirty (30)-day period nor is Contractor responsible for extracting
the data on City’s behalf absent separate written agreement and the payment of additional fees.
11. Limitation on 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.
c. Notwithstanding any other provision of this agreement, in no event will contractor’s
maximum aggregate liability for all claims arising in connection with this agreement (in contract or
tort (including negligence), contract or otherwise) exceed five hundred thousand dollars ($500,000
usd). Contractor 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 or in connection with this agreement more than two
(2) years after the cause of action has arisen.
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12. Representatives and Notices:
a. City’s Representative: The City’s Representative for the purpose of this Agreement
shall be Scott McMahan 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 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 designated by the
City in writing and may receive approvals or authorization from such persons.
b. Contractor’s Representative: The Contractor’s Representative for the purpose of
this Agreement shall be Contracts via email: contracts@granicus.com, 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.
c. Notices: All notices required by this Agreement shall be in writing and shall be
provided to the Representatives named in this Section. Notices shall be deemed given when
delivered, if delivered by courier to Party’s address shown above during normal business hours of
the recipient; or when sent, if sent by email or fax (with a successful transmission report) to the
email address or fax number provided by the Party’s Representative; or on the fifth business day
following mailing, if mailed by ordinary mail to the address shown above, postage prepaid.
13. Confidential Information. It is expected that one Party may disclose to the other
Party certain information which may be considered confidential or trade secret information
(“Confidential Information”). Confidential Information shall include: (i) non-public information if it
is clearly and conspicuously marked as “confidential” or with a similar designation at the time of
disclosure; (ii) non-public information of a Party if it is identified as confidential or proprietary
before, during, or promptly after presentation and (iii) any information that should be reasonably
understood to be confidential or proprietary to a Party, given the nature of the information and the
context in which disclosed.
Subject to freedom of information, government transparency, or similar applicable law, each
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Party agrees to receive and hold any Confidential Information in strict confidence. Each Party also
agrees: (i) to protect and safeguard the Confidential Information against unauthorized use,
publication or disclosure; (ii) not to reveal, report, publish, disclose, transfer, copy or otherwise use
any Confidential Information except as specifically authorized by the other Party; (iii) not to use any
Confidential Information for any purpose other than for performance under this Agreement; (iv) to
restrict access to Confidential Information to those of its employees, agents, and contractors who
have a need to know, who have been advised of the confidential nature thereof, and who are under
express written obligations of confidentiality or under obligations of confidentiality imposed by law
or rule; and (v) to exercise at least the same standard of care and security to protect the Confidential
Information received by it as it protects its own confidential information. If a Party is requested or
required in a judicial, administrative, or governmental proceeding to disclose any Confidential
Information, it will notify the other Party as promptly as practicable so that such Party may seek a
protective order or waiver for that instance.
Confidential Information shall not include information which: (i) is or becomes public
knowledge through no fault of either Party; (ii) was in a Party’s possession before receipt from the
other Party; (iii) is rightfully received by a Party from a third party without any duty of confidentiality;
(iv) is independently developed by a Party without use or reference to the other Party’s Confidential
Information; or (v) is disclosed with the prior written consent of the Parties.
Each Party shall return or destroy the Confidential Information upon written request by the
other Party; provided, however, that each Party may retain one copy of the Confidential Information
in order to comply with applicable law. City understands and agrees that it may not always be
possible to completely remove or delete all Confidential Information from Contractor’s databases
without some residual data.
Disclosing Party may be irreparably damaged if the obligations under this Section are not
enforced and as such may not have an adequate remedy in the event of a breach by Receiving Party
of its obligations hereunder. The parties agree, therefore, that Disclosing Party is entitled to seek, in
addition to other available remedies, an injunction restraining any actual, threatened or further
breaches of the Receiving Party’s obligations under this Section or any other appropriate equitable
order or decree.
14. 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
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charges in connection therewith.
15. 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.
16. Web Accessibility and the ADA: Title II of the ADA prohibits discrimination against
people with disabilities in all services, programs, and activities offered or made available by the City.
This includes ensuring that the City’s communications with people with disabilities are as effective
as its communications with others.
If Contractor’s Scope of Services includes the production of digital content, documents, or web
applications intended to be branded for use by the City, Contractor must use the City style guide
when creating a design. As per recommendations found in Section 508 of the Rehabilitation Act,
all digital content, documents, or web applications must also adhere to level A and AA Success
Criteria and Conformance Requirements as defined by the current Web Content Accessibility
Guidelines (WCAG).
The City will not accept digital content that does not comply with WCAG A and AA guidelines. If the
City refuses digital content because it is non-compliant with the City style guide, Section 508 of the
Rehabilitation Act, and/or WCAG, Contractor will be required to make the digital content compliant
and redelivered at no additional cost to the City.
17. Nondiscrimination and Equal Pay: 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
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Contractor shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140,
Title 2, United States Code, and all regulations promulgated thereunder.
Contractor represents it is, and for the term of this Agreement will be, in compliance with
the requirements of the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana Equal Pay
Act). Contractor must report to the City any violations of the Montana Equal Pay Act that Contractor
has been found guilty of within 60 days of such finding for violations occurring during the term of
this Agreement.
Contractor shall require these nondiscrimination terms of its subcontractors providing
services under this Agreement.
18. 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 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 its employees and agents in safe work practices.
19. 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 the City. Any subcontractor or assignee will be
bound by all of the terms and conditions of this Agreement.
20. 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
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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.
21. Non-Waiver: A waiver by either party of any default or breach by the other party of
any terms or conditions of this Agreement does not limit the other party’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.
22. 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 Party giving notice shall be entitled to seek
reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel including
the City Attorney’s Office staff.
23. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all
appropriate employee withholdings.
24. 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.
25. Survival: Contractor’s indemnification shall survive the termination or expiration of
this Agreement for the maximum period allowed under applicable law.
26. Headings: The headings used in this Agreement are for convenience only and are not
to be construed as a part of the Agreement or as a limitation on the scope of the particular
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paragraphs to which they refer.
27. Severability: If any portion of this Agreement is held to be void or unenforceable,
the balance thereof shall continue in effect.
28. Applicable Law: The parties agree that this Agreement is governed in all respects by
the laws of the State of Montana.
29. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs,
legal representatives, successors, and assigns of the parties.
30. 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.
31. Counterparts: This Agreement may be executed in counterparts, which together
constitute one instrument.
32. Integration: This Agreement and all Exhibits attached hereto constitute the entire
agreement of the parties. Covenants or representations not contained herein or made a part
thereof by reference, are not binding upon the parties. There are no understandings between the
parties 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.
33. Consent to Electronic Signatures: The Parties have consented to execute this
Agreement electronically in conformance with the Montana Uniform Electronic Transactions Act,
Title 30, Chapter 18, Part 1, MCA.
34. Extensions: this Agreement may, upon mutual agreement, be extended for a
period of one year by written agreement of the Parties.
**** END OF AGREEMENT EXCEPT FOR SIGNATURES ****
Docusign Envelope ID: 66B037DA-3A96-4872-A38F-07E2E10F4524
Professional Services Agreement for Digital Services Page 15 of 15
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year
first above written or as recorded in an electronic signature.
CITY OF BOZEMAN, MONTANA ____________________________________
CONTRACTOR (Type Name Above)
By________________________________ By__________________________________
Chuck Winn, Interim City Manager
Print Name: ___________________________
Print Title: ____________________________
APPROVED AS TO FORM:
By_______________________________
Greg Sullivan, Bozeman City Attorney
Docusign Envelope ID: 66B037DA-3A96-4872-A38F-07E2E10F4524
Alexander Gray
06/27/2024
Manager, Renewals
THIS IS NOT AN INVOICE Order Form
Prepared for
Bozeman, MT
Order #: Q-356839
Prepared: 05 Jun 2024
Page 1 of 11
Granicus Proposal for Bozeman, MT
ORDER DETAILS
Prepared By:Astrid Xu
Phone:
Email:astrid.xu@granicus.com
Order #:Q-356839
Prepared On:05 Jun 2024
Expires On:30 Jun 2024
Currency:USD
Payment Terms:Net 30 (Payments for subscriptions are due at the beginning of the period of
performance.)
Period of Performance: 01 Jul 2024 - 30 Jun 2025
ORDER TERMS
Current Subscription
End Date:
Initial Order Term End
Date:
30 Jun 2024
30 Jun 2027
Docusign Envelope ID: 66B037DA-3A96-4872-A38F-07E2E10F4524
Order Form
Bozeman, MT
Order #: Q-356839
Prepared: 05 Jun 2024
Page 2 of 11
PRICING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this
Proposal.
Renewing Subscription Fees
Solution Period of
Performance
Billing
Frequency
Quantity/
Unit Annual Fee Prorated Fee
govAccess Developer Toolkit 07 Jul 2024 -
30 Jun 2025 Annual 1 Each $3,806.84 $3,739.92
govDelivery for Integrations 01 Jul 2024 -
30 Jun 2025 Annual 1 Each $0.00 $0.00
govAccess - Maintenance,
Hosting, & Licensing Fee - Core
01 Jul 2024 -
30 Jun 2025 Annual 1 Each $12,525.15 $12,525.15
EHQ Essential CX Services
Package
01 Dec 2024 -
30 Jun 2025 Annual 1 Each $1,871.91 $1,091.95
EHQ Unlimited 01 Dec 2024 -
30 Jun 2025 Annual 1 Each $18,719.13 $10,919.49
govAccess Independent
Subsite Maint & Hosting
15 Dec 2024 -
30 Jun 2025 Annual 1 Each $4,660.19 $2,534.38
Recurring Captioning Services 01 Jul 2024 -
30 Jun 2025 Annual 100 Hours $15,450.00 $15,450.00
Recurring Captioning Services 01 Jul 2024 -
30 Jun 2025 Annual 200 Hours $30,672.00 $30,672.00
Open Platform Suite 01 Jul 2024 -
30 Jun 2025 Annual 1 Each $0.00 $0.00
Meeting Efficiency Suite 01 Jul 2024 -
30 Jun 2025 Annual 1 Each $0.00 $0.00
Peak Agenda Management 01 Jul 2024 -
30 Jun 2025 Annual 1 Each $10,214.86 $10,214.86
iLegislate 01 Jul 2024 -
30 Jun 2025 Annual 1 Each $0.00 $0.00
GovMeetings Live Cast 01 Jul 2024 -
30 Jun 2025 Annual 1 Each $7,343.19 $7,343.19
Granicus Live Cast Encoding
Software
01 Jul 2024 -
30 Jun 2025 Annual 1 Each $2,471.70 $2,471.70
SUBTOTAL:$107,734.97 $96,962.64
Docusign Envelope ID: 66B037DA-3A96-4872-A38F-07E2E10F4524
Order Form
Bozeman, MT
Order #: Q-356839
Prepared: 05 Jun 2024
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FUTURE YEAR PRICING
Period of PerformanceSolution(s)01 Jul 2025 - 30 Jun 2026 01 Jul 2026 - 30 Jun 2027
govAccess Developer Toolkit $4,073.32 $4,358.46
govDelivery for Integrations $0.00 $0.00
govAccess - Maintenance, Hosting, & Licensing
Fee - Core $13,401.91 $14,340.04
EHQ Essential CX Services Package $2,002.95 $2,143.15
EHQ Unlimited $20,029.46 $21,431.53
govAccess Independent Subsite Maint & Hosting $4,986.41 $5,335.46
Recurring Captioning Services $16,531.50 $17,688.71
Recurring Captioning Services $32,819.04 $35,116.37
Open Platform Suite $0.00 $0.00
Meeting Efficiency Suite $0.00 $0.00
Peak Agenda Management $10,929.90 $11,694.99
iLegislate $0.00 $0.00
GovMeetings Live Cast $7,857.21 $8,407.22
Granicus Live Cast Encoding Software $2,644.72 $2,829.85
SUBTOTAL:$115,276.42 $123,345.78
Docusign Envelope ID: 66B037DA-3A96-4872-A38F-07E2E10F4524
Order Form
Bozeman, MT
Order #: Q-356839
Prepared: 05 Jun 2024
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PRODUCT DESCRIPTIONS
Solution Description
govAccess Developer Toolkit The govAccess Developer Toolkit puts control back in the hands of
technical staff while providing content contributors the ease of use and
speed to adapt. Agencies can quickly and easily create new digital
experiences for constituents across any device which can grow with the
organization. The Developer Toolkit solution provides agencies with
microsite management while maintaining consistent branding within with a
single web platform. The Developer Toolkit includes core functionality such
as:
·Microsite Builder
·Design Studio
·Content SDK
govDelivery for Integrations Send notification bulletins directly to constituents who subscribe to receive
updates directly through Granicus (powered by govDelivery). Receive a
monthly metrics report delivered via email to show subscriber growth and
engagement activity for the past month of bulletin sends, and grow
subscribers through access to the Granicus Advanced Network.
Note: govDelivery integrations is dependent on an active subscription to
the relevant govMeetings agenda or govAccess CMS solutions.
govAccess - Maintenance,
Hosting, & Licensing Fee - Core
The govAccess Maintenance, Hosting, and Licensing plan is designed to
equip the client with the technology, expertise and training to keep the
client's website relevant and 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 (RPO)
Docusign Envelope ID: 66B037DA-3A96-4872-A38F-07E2E10F4524
Order Form
Bozeman, MT
Order #: Q-356839
Prepared: 05 Jun 2024
Page 5 of 11
Solution Description
EHQ Essential CX Services
Package
EHQ Essential CX Services Package;
·Annual subscription
·Up to 10 hours of strategic support and advice from our
engagement specialists
·Utilize for assistance with campaign strategy, engagement
methodology, tool selection or internal buy-in and adoption
·One 60 minute online EHQ refresher session per annum
EHQ Unlimited Unlimited engagement package for teams;
·Annual subscription
·Unlimited engagement projects per year
·Three Site Administrators
·Unlimited Project Administrators
·Access to all standard tools including embeddable Surveys/polls,
Forums, Guestbook, Stories, Q&A, Ideas, Places and Newsfeed
·Customizable registration form and Participant Relationship
Manager (PRM)
·Appearance editor for homepage management, branding and
styling
·Access to reporting and analysis tools including Survey Analysis,
Text Analysis with sentiment, tool and project dashboards,
customizable PDF survey reports and downloadable excel reports
·Newsletters for project updates and project communication
·24/7 independent moderation, in-app chat and email support,
access to Helpdesk and Granicus Community.
Docusign Envelope ID: 66B037DA-3A96-4872-A38F-07E2E10F4524
Order Form
Bozeman, MT
Order #: Q-356839
Prepared: 05 Jun 2024
Page 6 of 11
Solution Description
govAccess Independent
Subsite Maint & Hosting
govAccess Maintenance, Hosting and Licensing includes the following for
the client's Independent Subsite:
·Monthly 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 (RPO)
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.
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.
Docusign Envelope ID: 66B037DA-3A96-4872-A38F-07E2E10F4524
Order Form
Bozeman, MT
Order #: Q-356839
Prepared: 05 Jun 2024
Page 7 of 11
Solution Description
Meeting Efficiency Suite Meeting Efficiency is a hybrid Software-as-a-Service (SaaS) and Hardware-
as-a-Service (HaaS) solution that enables government organizations to
simplify the in-meeting management and post-meeting minutes creation
processes of the clerk’s office. By leveraging this solution, the client will be
able to streamline meeting data capture and minutes production,
reducing staff efforts and decreasing time to get minutes published. During
a meeting, use LiveManager to record roll calls, motions, votes, notes, and
speakers, all indexed with video. Use the index points to quickly edit
minutes, templates to format in Microsoft Word, and publish online with the
click of a button. Meeting Efficiency includes:
·Unlimited user accounts
·Unlimited meeting bodies
·Unlimited storage of minutes documents
·Access to the LiveManager software application for recording
information during meetings
·Access to the Word Add-in software component for minutes
formatting in MS Word if desired
·Up to one (1) MS Word minutes template (additional templates can
be purchased if needed)
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
Docusign Envelope ID: 66B037DA-3A96-4872-A38F-07E2E10F4524
Order Form
Bozeman, MT
Order #: Q-356839
Prepared: 05 Jun 2024
Page 8 of 11
Solution Description
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 Live Cast provides the ability to manage public meetings
from anywhere, on almost any device using cloud based software and a
Granicus Live Cast 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.
Granicus Live Cast Encoding
Software
Granicus Live Cast 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 Live Cast encoder hardware and Live Cast solution.
GRANICUS ADVANCED NETWORK AND SUBSCRIBER INFORMATION
·Granicus Communications Suite Subscriber Information.
o Data provided by the Client and contact information gathered through the Client's own web
properties or activities will remain the property of the Client ('Direct Subscriber'), including any
Docusign Envelope ID: 66B037DA-3A96-4872-A38F-07E2E10F4524
Order Form
Bozeman, MT
Order #: Q-356839
Prepared: 05 Jun 2024
Page 9 of 11
and all personally identifiable information (PII). Granicus will not release the data without the
express written permission of the Client, unless required by law.
o Granicus shall: (i) not disclose the Client's data except to any third parties as necessary to
operate the Granicus Products and Services (provided that the Client hereby grants to
Granicus a perpetual, non-cancelable, worldwide, non-exclusive license to utilize any data, on
an anonymous or aggregate basis only, that arises from the use of the Granicus Products by
the Client, whether disclosed on, subsequent to, or prior to the Effective Date, to improve the
functionality of the Granicus Products and any other legitimate business purpose, including the
right to sublicense such data to third parties, subject to all legal restrictions regarding the use
and disclosure of such information).
·Data obtained through the Granicus Advanced Network.
o Granicus offers a SaaS product, known as the Communications Cloud, that offers Direct
Subscribers recommendations to subscribe to other Granicus Client's digital communication
(the 'Advanced Network'). When a Direct Subscriber signs up through one of the
recommendations of the Advanced Network, that subscriber is a 'Network Subscriber' to the
agency it subscribed to through the Advanced Network.
o Network Subscribers are available for use while the Client is under an active subscription with
Granicus. Network Subscribers will not transfer to the Client upon termination of any Granicus
Order, SOW, or Exhibit. The Client shall not use or transfer any of the Network Subscribers after
termination of its Order, SOW, or Exhibit placed under this agreement. All information related to
Network Subscribers must be destroyed by the Client within 15 calendar days of the Order,
SOW, or Exhibit placed under this agreement terminating.
o Opt-In. During the last 10 calendar days of the Client's subscription, the Client may send an opt-
in email to Network Subscribers that shall include an explanation of the Client's relationship with
Granicus terminating and that the Network Subscribers may visit the Client's website to
subscribe to further updates from the Client in the future. Any Network Subscriber that does not
opt-in will not be transferred with the subscriber list provided to the Client upon termination.
UPDATES TO SHARED SHORT CODES FOR SMS/TEXT MESSAGING (US CLIENTS
ONLY):
·Granicus will be migrating all clients with SMS/Text Messaging Solutions using a shared short code
option to a unique standard toll-free number within the United States (International numbers not
supported). Short Codes are recommended for Text-to-Subscribe functionalities, if enabled where
available, for an additional fee.
·Client must have explicit opt-in for all destinations sent to and adhere to all CTIA guidelines for the
duration of its use.
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.
Docusign Envelope ID: 66B037DA-3A96-4872-A38F-07E2E10F4524
Order Form
Bozeman, MT
Order #: Q-356839
Prepared: 05 Jun 2024
Page 10 of 11
TERMS & CONDITIONS
·This quote, and all products and services delivered hereunder are governed by the terms located at
https://granicus.com/legal/licensing, including any product-specific terms included therein (the “License
Agreement”). If your organization and Granicus has entered into a separate agreement or is utilizing a contract
vehicle for this transaction, the terms of the License Agreement are incorporated into such separate agreement
or contract vehicle by reference, with any directly conflicting terms and conditions being resolved in favor of the
separate agreement or contract vehicle to the extent applicable.
·If submitting a Purchase Order, please include the following language: The pricing, terms and conditions of quote
Q-356839 dated 05 Jun 2024 are incorporated into this Purchase Order by reference and shall take precedence
over any terms and conditions included in this Purchase Order.
·This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It
is the responsibility of 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.
·Client will be invoiced for use of any product or service measured or capped by volume or amount of usage that
exceeds the permitted amount set forth in this Quote at the same cost or rate set forth herein.
Docusign Envelope ID: 66B037DA-3A96-4872-A38F-07E2E10F4524
Order Form
Bozeman, MT
Order #: Q-356839
Prepared: 05 Jun 2024
Page 11 of 11
BILLING INFORMATION
Billing Contact:Purchase Order
Required?
[ ] - No
[ ] - Yes
Billing Address:PO Number:
If PO required
Billing Email:Billing Phone:
If submitting a Purchase Order, please include the following language:
The pricing, terms, and conditions of quote Q-356839 dated 05 Jun 2024 are incorporated into this Purchase
Order by reference and shall take precedence over any terms and conditions included in this Purchase Order.
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
Signature:
\s1\
Name:
\n1\
Title:
\t1\
Date:
\d1\
Docusign Envelope ID: 66B037DA-3A96-4872-A38F-07E2E10F4524
Cloud Services Questions
1) Service Levels: What level of service should we expect? What is the City’s recourse for excessive
downtime? Refund of percentage of monthly fee?
Service levels and definitions of downtime and refund details can be found in the Service Level Agreement.
2) Data Ownership: Who owns the data we provide and what can be done with the data?
The City owns all data.
3) ADA Compliance: If your proposed services include websites, they must be AA compliant as defined by
WCAG (Web Content Accessibility Guidelines) standards.
Granicus ensures public facing products are WCAG 2 AA compliant.
4) Data Security: How secure is our data and how is it being kept secure?
a. If this is a multi-tenant environment on the same hardware how is our data kept separate and
secure from other customers, including any PII (Personally Identifiable Information) that may be
gathered?
Where applicable, each account is securely separated from each other, and all the resources
are managed as a large pool. This architecture scales horizontality based on overall workload.
b. If PII is gathered, is it encrypted in transit and at rest?
All data is transmitted using encryption and all data at rest is as well.
c. If credit card transactions are occurring is your system fully PCI compliant?
N/A, no credit card transactions occur in any of Granicus’ systems.
5) Data Integrity: What do you do as a vendor to ensure our data maintains its integrity?
Granicus adheres to the NIST 800-53r4 framework controls and utilizes Microsoft Azure and Amazon Web
Services technology to ensure data maintains its integrity.
6) We require data centers to be located in the United States: What country will our data be located in?
All data will be stored in United States data centers.
Docusign Envelope ID: 66B037DA-3A96-4872-A38F-07E2E10F4524
7) Responding to legal demands to disclose data: What is your process when someone subpoenas or
requests our data from you as a vendor?
Granicus has a Record Retention and Legal Hold policy as well as a Record Retention Schedule. For more
information please refer to the MSA and/or request specific details from support@granicus.com.
8) Reporting: What is your protocol for data breaches?
Granicus Incident Response Policy is based on NIST/FedRAMP frameworks. Data breach response
information can be found in the Service Level Agreement. If additional details can be provided upon
request.
9) Disaster Recovery: What protections/protocols do you have in place to mitigate disasters?
Granicus has a Disaster Recovery Policy. We take nightly backups and have a well-tested recovery plan in
place to minimize potential disruption from major events. Please refer to the Disaster Recovery section of
the Service Level Agreement for more details.
10) Business Continuity/Exit: If you decide to bring your business to an end or we end our relationship
what happens to our data? If you give us a copy of our data, what format options will there be for our
data and what assistance will you provide getting our data to us?
End of relationship details can be found in the MSA.
11) Termination rights and consequences: What is your termination policy both for you as a vendor and
us as a customer?
Termination rights and consequences details can be found in the MSA.
Questionnaire Completed by:__Kristoffer von Bonsdorrf, Chrisopher Peck, Russ Perry_
Date:__6/20/2024_______________
Docusign Envelope ID: 66B037DA-3A96-4872-A38F-07E2E10F4524