HomeMy WebLinkAboutbocc.con.167.2013 Rev. 08-30-1!jls
COUNTY CLERK'S
CONTRACT COVERSHEET
CONTRACT #:
ORIGINATING DEPARTMENT: Community Relations
PROCUREMENT OFFICER: Pat Bingham PHONE #: 5204
PROJECT NAME: Web Streaming CONTRACTOR: CiPaC11CUS
DOLLAR AMOUNT: $910.00 LINE ITEM #
CONTRACT EXECUTION DATE: 5/7/2013 CONTRACT END DATE: 1 l/7/2014
AUTOMATIC RENEWAL: � YES ❑ NO TERM: 3
❑ BOCC AGENDA ITEM (Grants, IGA) � STAFF AUTHORIZED SIGNATURE
(Requires BOCC Signature) (Per Revised Procurement Code 7/2005)
❑ OVER $50,000(Requires Section Leader& County Manager's Signature)
✓ CHECK PROCUREMENT TYPE:
� None ❑ Informal ❑ Formal ❑ Sole Source ❑ Emergency ❑ Outside Agency/State Bid
❑ Compliance with C.R.S. 8-17-5-101, 102 as amended (hnmigration Form) ❑ Exempt
❑ Contract Renewal
✓ CHECK CONTRACT TYPE: � � � Q � L
� Services/Maintenance ❑ Employment
❑ LicenseNse ❑ Intergovernmental Agreement(Resolution Required)
❑ Lease ❑ Non-Profit
❑ Construction ❑ Quasi-Public(e.g.-AVH)
❑ Goods, Equipment, Supplies ❑ Grant Agreements (Notify Finance & Resolution Required)
❑ Other(e.g. revenue) ❑ Change Order/Contract Amendment
(C/O: 10°/a or$25K whichever is the Icsser must have Countq Manager signature)
All Contracts should be proofed and all exhibits and notices must be attached for the fo]lowing:
✓ � No Pages Missing ✓❑ All Other Blanks Filled In
✓ � If Page Left Intentionally Blank—Note on Page ✓❑ All Exhibits Attached
✓ � Page numbered consecutively ✓❑ All Legal Descriptions attached (fapp(icable)
✓ � All Original $ignatures Affixed ✓❑ Notice of Award/No[ice to Proceed Attached (ijapplicable)
✓ � All Dates Filled In ✓❑ Warranry(if applicable)
✓ ❑ Special Instructions for Finance Department:
✓ ❑ Authorized Procurement Ofticer's Name: Pat Bingham
BY CHECKING ABOVE AND ENTERING NAME,THE AUTHORIZED STAFF PERSON INDICATES THAT
THE ATTACHED DOCUMENT HAS BEEN PROOFED r1ND READY FOR SCANNING.
NOTE: CLERK'S OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATE
ARCHNES RETAINAGE SCHEDULE. ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST!
AGREEMENT FOR PROFESS[ONAL SERVICES
THIS SERVICE AGREEMENT (the "AgreemenY'), dated /C( 0/3 , 2013 (the
"Effective Date"), is entered into between Granicus, Ina ("Grani s"), a California Corporation,
and the Board of County Commissioners of Pitkin County, Colorado (the "County").
A. WHEREAS, Granicus is in the business ofdeveloping, licensing, and offering for
sale various streaming media solutions specializing in Internet broadcasting, and related support
services; and
B. WHEREAS, Granicus desires to provide and the County desires to (i) purchase the
Granicus Solution as set forth in the Proposal, which is attached as Exhibit A, and incorporated
herein by reference, (ii)engage Granicus to integrate its Granicus Software onto the County
Website, (iii) use the Granicus Software subject to the terms and conditions set forth in this
Agreement, and (iv)contract with Granicus to administer the Granicus Solution through the
Managed Services set forth in Exhibit A.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements,
covenants, representations and warranties herein contained, the parties hereto agree as follows:
I. GRANICUS SOFTWARE AND MANAGED SERVICES. �
1.l Software and Services. Subject to the terms and conditions of this Agreement,
Granicus will provide The County with the Granicus Software, and Managed Services that
comprise the Granicus Solution as outlined in Exhibit A. "Managed Services" shall mean the
services provided by Granicus to the County as detailed in Exhibit A. "Managed Services Fee"
shall mean the monthly cost of the Managed Services, as detailed in Exhibit A.
' 2. GRANT OF LICENSE.
2.1 Ownership. Granicus, and/or its third party supplier, owns the copyright and/or
certain proprietary information protectable by law in the Granicus Software.
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2.2 Use. Granicus agrees to provide the County with a revocable, non-transferable
and non-exclusive license to access the Granicus Software listed in the Solution Description and
a revocable, non-sublicensable, non-transferable and non-exclusive right to use the Granicus
Software. All Granicus Sofrware is proprietary to Granicus and protected by intellectuai property
laws and intemational intellectual property treaties. Pursuant to this Agreement, the County may
use the Granicus Software to perform its own work and work of its customers/constituents.
Cancellation of the County's Managed Services will also result in the immediate termination of
the County's Software license as described in Section 2.2 hereof.
23 Limited Warrantv; Exclusive Remedies. Subject to Sections 6.1 and 6.2 of this
Agreement, Granicus warrants [hat the Granicus Software, as provided by Granicus,will
substantially perform in accordance with i[s applicable written specifications for as long as the
County pays for and receives Managed Services. The County's sole and exclusive remedy for
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any breach by Granicus of this warranty is to notify Granicus, with sufficient detail of the
nonconformance, and provide Granicus with a reasonable opportunity to correct or replace the
defective Granicus Software. The County agrees to comply with Granicus' reasonable
instructions with respect to the alleged defective Granicus Software.
2.4 Limitations. Except for the license in Section 2.2, Granicus retains all ownership
and proprietary rights in and to the Granicus Software, and the County is not permitted, and will
not assist or permit a third party, to: (a) utilize the Granicus Software in the capacity of a service
bureau or on a time share basis; (b) reverse engineer, decompile or otherwise attempt to derive
source code from the Granicus Software; (c) provide, disclose, or otherwise make available the
Granicus Software, or copies thereof, to any third party; or (d) share, loan, or otherwise allow
another Meeting Body, in or outside its jurisdiction, to use the Granicus Software, or copies
thereof, except as expressly ouNined in the Proposal. �
3. PAYMENT OF FEES
3.1 The County agrees to pay all costs as outlined in Exhibit A.
3.2 Quarterly billing for Managed Services shall begin upon completion of
deployment. The County will be invoiced a pro-rated amount from the deployment completion
date through the end ofthe quarter. ThereaHer, the County will be billed each January I, April I,
July I, and October I. The County agrees to pay all invoices from Granicus within thirty(30)
days of receipt of invoice.
3.3 Granicus, Inc. shall send all invoices to:
Name: Pat Bingham
Title: Pitkin County Community Relations Specialist
Address: 530 E. Main Street, 3`d Floor, Aspen, CO 8161 I
3.4 Upon renewal ofthis Agreement, Granicus may indude (in which case the
County agrees to pay) a maximum increase of the current CPI percentage rate (as found at The
Bureau of Labor and Statistics website) or three (3) percent a year on the County's Managed
Services Fee, whichever is larger.
3.5 TraininK Cancellation Policies. Granicus' policies on the County cancellation of
scheduled trainings are as follows:
(a) Onsi[e Training. For any cancellations within forty-eight (48)hours of the
scheduled onsite training, Granicus, at its sole discretion, may invoice the County for one
hundred percent (100%) ofthe purchased training costs and all travel expenses, including
any incurred third party cancellation fees. Subsequent training will need [o be purchased
and scheduled at the previously quoted pricing.
(b) Online Training. For any cancellations within twenty-four(24) hours of
the scheduled online training, Granicus, at its sole discretion, may invoice the County for
fifty percent (50%) ofthe purchased training costs, including any incurred third party
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cancellation fees. Subsequent training will need to be purchased and scheduled at the
previously quoted pricing.
3.6 Additions. Granicus, at its sole discretion, may add features or functionality to
existing product suite bundles for various reasons, including to enhance Granicus' offerings, or
improve user satisfaction. During the initial period of this Agreement, the customer understands
that the use of these additional products is induded in the originally agreed upon monthly
managed services fees.
At Agreement renewal, the customer acknowledges that this added functionality may
have additional monthly managed service charges associated with it and tha[ monthly managed
services rates on renewals may have a higher rate than preceding years.
4. CONTENT PROVIDED TO GRANICUS
4.1 Resoonsibilitv for Content. The County shall have sole control and responsibility
over the determination of which data and information shall be included in the Content that is to
be transmitted, including, if applicable, the determination of which cameras and microphones
shall be operational at any particular time and at any particular location. However, Granicus has
the right (but not the obligation)to remove any Content that Granicus believes violates any
applicable law or this Agreement.
4.2 Restrictions. The County shall not provide Granicus with any Content that: (i)
infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights;
(ii) violates any law, statute, ordinance or regulation, including without limitation the laws and
regulations governing export control and e-mail/spam; (iii) is defamatory or trade libelous; (iv) is
pornographic or obscene, or promotes, solicits or comprises inappropriate, harassing, abusive,
profane, defamatory, libelous, threatening, indecent, vulgar, or otherwise objectionable or
constitutes unlawful content or activity; (v) contains any viruses, or any other similar software,
data, or programs that may damage, detrimentally in[erfere with, intercept, or expropriate any
system, data, information, or property of another.
5. TRADEMARK OWNERSHIP. Granicus and the County's Trademarks are listed in the
Trademark Information exhibit attached as Exhibit D.
5.1 Each Party shall retain all right, tide and interest in and to their own Trademarks,
including any goodwill associated therewith, subject to the limited license granted to the County
pursuant to Section 2 hereof. Upon any termination of this Agreement, each Party's righ[to use
the other Party's Trademarks pursuant to this Section 5 terminates.
5.2 Each party grants to the other a non-exclusive, nomtransferable (other than as
provided in Section 5 hereo�, limited license to use the other party's Trademarks as is reasonably
necessary to perform its obligations under this Agreement, provided that any promotional
materials containing the other party's trademarks shall be subject to the prior written approval of
such other party, which approval shall not be unreasonably withheld.
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6. LIMITATION OF LIABILITY
¢.I Warrantv Disclaimer. Except as expressly provided herein, Granicus' services,
software and deliverables are provided "as is" and Granicus expressly disclaims any and all
express or implied warranties, including but not limited to implied warranties of inerchantability,
noninfringement of third party rights, and fitness for a particular purpose. Granicus does not
warrant that access to or use of its software or services will be uninterrupted or error free. In the
event of any interruption, Granicus' sole obligation shall be to use commercially reasonable
efforts to restore access.
6.2 Limitation of Liabilities. To the maximum extent permitted by applicable law,
Granicus and its suppliers and licensors shall not be Iiable for any indirect, special, incidental,
consequential, or punitive damages, whether foreseeable or not, including but not limited to:
those arising out of access to or inability to access the services, software, wntent, or related
technical support; damages or costs relating to the loss of: profits or revenues, goodwill, data
(including loss of use or of data, loss or inaccuracy or corruption of data); or cost of procurement
of substitute goods, services or technology, even if advised of the possibility of such damages
and even in the event of the failure of any exclusive remedy. In no event will Granicus' and its
suppliers' and licensors' liability exceed the amounts paid by the County under this agreement
regardless ofthe form ofthe claim (including without limitation, any contract, product liability,
ortort claim (including negligence, statutory or otherwise).
7. CONFIDENTIAL INFORMATION & OWNERSHIP.
7.1 Confidentialitv Obligations. Contidential Information shall mean all proprietary
or confidential information disclosed or made available by the other party pursuant to this
Agreement that is identified as confidential or proprietary at the time of disclosure or is of a
nature that should reasonably be considered to be confidential, and includes but is not limited to
the terms and conditions ofthis Agreement, and all business, technical and other information
(including without limitation, all product, services, financial, marketing engineering, research
and development information, product specifications, technical data, data sheets, software,
inventions, processes, training manuals, know-how and any other information or material),
disclosed from time to time by the disclosing party to the receiving party, directly or indirectly in
any manner whatsoever(including without limitation, in writing, orally, electronically, or by
inspection); provided, however, that Confidential Information shall not include the Con[ent that
is to be published on the website(s)of the County.
7.2 Each party agrees to keep confidential and not disclose to any third party, and to
use only for purposes of performing or as otherwise permitted under this Agreement, any
Confidential Information. The receiving party shall protect the Confidential Information using
measures similar to those it takes to protect its own confidential and proprietary information of a
similar nature but not less than reasonable measures. Each party agrees not to disclose the
Confidential Information to any of its Representatives except those who are required to have the
Confidential Information in connection with this Agreement and then only if such Representative
is either subject to a written confidentiality agreement or otherwise subject to fiduciary
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obligations of confidentiality that cover the confidential treatment of the Confidential
Information.
73 Exceptions. The obligations of this Section 7 shall not apply if receiving party can
prove by appropriate documentation that such Confidential Information (i) was known to the
receiving party as shown by the receiving party's files at the time of disclosure thereof, (ii) was
already in the public domain at the time of the disclosure thereof, (iii)entered the public domain
[hrough no action of the receiving party subsequent to the time of the disclosure thereof, or(iv) is
required by law or government order to be disclosed by the receiving party, provided that the
receiving party shall (i) notify the disclosing party in writing of such required disclosure as soon
as reasonably possible prior to such disdosure, (ii) use its commercially reasonable efforts at its
expense to cause such disclosed Confidential Information to be treated by such governmental
authority as trade secrets and as confidential.
8. TERM
8.1 The term of this Agreement shall commence on the date hereof and shall continue
in full force and effect for eighteen (18) months after the date hereof. This Agreement shall
automatically renew for an additional three (3) terms of one (I) year each, unless either party
notifies the other in writing at Ieast thirty(30) days prior to such automatic renewal that the party
does not wish to renew this Agreement.
8.2 Ri¢hts Upon Termination. Upon any expiration or termination ofthis Agreement,
and unless otherwise expressly provided in an exhibit to this Agreement:
(a) The County's right to access or use the Granicus Solution, including
Granicus Software, terminates and Granicus has no further obligation to provide any
services;
(b) The County has the right to keep any purchased hardware, provided that
the County removes and/or uninstalls any Granicus Software on such hardware.
However, if the County has received hardware as part of a Granicus Open Platform Suite
solution ("Open Platform Hardware"), the County understands that upon termination of
this Agreement, the County shall immediately return the Open Platfortn Hardware [o
Granicus, Inc. The Open Platform Hardware must be returned wi[hin fifteen (15) days of
termination, and must be in substantially the same condition as when originally shipped,
subject only to normal wear and tear; and
(c) The County shall immediately return the Granicus Software and all copies
thereof to Granicus, and within thirty(30) days of termination, the County shall deliver a
written certification to Granicus certifying that it no longer has custody of any copies of
the Granicus Software.
8.3 Oblieations Upon Termination. Upon any termination of this Agreement,
(a) the parties shall remain responsible for any payments that have become
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due and owing up to the effective date of termination;
(b) the provisions of 2.1, 2.4, 3, 4, 5, 6.1, 6.2, 7, 83, and 10 of the Agreement,
and applicable provisions ofthe Exhibits intended to survive, shall survive termination of
this Agreement and continue in full force and effect;
(c) Upon tertnination, all County Content, including but not limited to all
audioh•ideo recordings, timestamps, indices, and cross-referenced documentation shall
become the proper[y of the County. Pursuant to the Termination or Expiration Options
Regarding Content as described in Exhibit"E"attached hereto, Granicus shall allow the
County full access to the County's Content and shall provide a copy of Content to the
County in the form requested by the County.
(d) Form of the Countv's Video Content and Indices. Within sixty (60)days
of termination, Granicus shall provide the County with a copy of its audio/video Content
on an external hard drive and shall provide the County's indexing data, legislative content
and/or clip information in one of the available formats as described in Exhibit E, Option I
attached hereto, which the County shall select within the sixty (60)day timeframe.
(e) Granicus has the right to delete Content from its services within sixty (60)
days ofthe expiration or termination ofthis Agreement, but in no event prior to
delivering Con[ent to the County in the form requested in subsection (d) of this section.
9. PATENT. COPYRIGHT AND TRADE SECRET INFRINGEMENT.
9.1 Granicus' Options. Ifthe Granicus Software becomes, or in Granicus'opinion is
likely to become, the subject of an infringement daim, Granicus may, at its option and sole
discretion, (i) obtain for the County the right to continue to use the Granicus Software as
provided in this Agreement (ii) replace the Granicus Software with another software product
that provides similar functionality; or(iii) if Granicus determines that neither of the foregoing
options are reasonably available, Granicus may cease providing the applicable services or require
that the County cease use of and destroy the Granicus Software. In that event, and provided that
the County returns or destroys (and certify to such destruction o� all copies of the Granicus
Software in the County's possession or control, if any, Granicus will refund to the County all
license fees paid by the County under the current Agreement.
10. MISCELLANEOUS.
10.1 Countv's Obligations. The County shall administer this Agreement through a
County Representative. Pat Bingham, Pitkin County Community Relations Specialist, will
manage the project as the Co�nty's Representative. The services provided and products
delivered by the Granicus under this Agreement will be subject to' review by the County's
Representative, or a designee, for compliance with Granicus' obligations prior to final payment.
10.2 Independent Contractor Status.
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(a) The parties to this Agreement intend that the relationship between them
contemplated by the Agreement is that of independent contractor. Granicus, and any
agent, employee, or servant of Granicus shall not be deemed to be an employee, agent, or
servant of the County.
(b) Granicus is not required to offer services exclusively to the County under
this Agreement. Granicus may choose to work for other individuals or entities during the
term of this Agreemen[, provided that the basic services and deliverable products
required under this Agreement are submitted in the manner and on the schedule defined
under this Agreement.
(c) Granicus warrants that all work produced will conform to all applicable
industry standard of care, skill and diligence in the performance of Granicus' obligations
under this Agreement.
(d) Granicus shall not attempt to oversee or supervise the work or actions of
any Pitkin County employee, servant or agent in the course of completing work under
this Agreement.
(e) Granicus is not entitled to any Workers' Compensation benefits through
the County and is responsible for payment of any federal, state, FICA and other income
taxes.
10.3 Bindin¢ ArbiVation. Any disputes arising out of this Agreement shall be subject
to binding arbitration. The parties agree that any disputes conceming the terms and conditions of
this Agreement shall be submitted and finally settled by arbitration. Arbitration shall be
conducted pursuant to the rules ofthe American Arbitration Association. Cos[s ofthe arbitration
shall be awarded to the substantially prevailing party.
10.4 Severabilitv. In the event that any provision of this Agreement shall be held to be
invalid or unenforceable, the remaining provisions of this Agreement shall remain valid and
binding upon the parties hereto
10.5 Integration and Modification.
(a) This Agreement represents the entire and integrated Agreement between the
County and Granicus and supersedes all prior negotiations, representations, or contract,
either written or oral. This Agreement may be amended only by written Agreement signed
by both the County and Granicus.
(b) The County may, from time to time, request changes in the scope of
services of Granicus to be performed hereunder. Such changes, including the increase or
decrease in the amount of the Granicus' compensation, which are mutually agreed upon
between the County and the Granicus, shall be in writing and upon execution shall
become part of this Agreement.
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I 0.6 Indemnitv.
(a) Granicus agrees to indemnify, hold harmless and, not excluding the County's
right to participate, defend the County, its subsidiary, parent, associated and/or affiliated
entities, successors, or assigns, its elected officials, trustees, employees, agents, volunteers,
and any jurisdiction or agency issuing permits for any work included in the project,
hereinafter referred to as indemnitee, from all suits and claims, including attomey's fees and
cost of litigation, actions, loss, damage, expense, cost or claims of any character or any
nature arising out of the work done in fulfillment of the terms of this Agreement or on
account of any act, claim or amount arising or recovered under workers' compensation law
or arising out of the failure of Granicus to conform to any statutes, ordinances, regulation,
law or court decree. [t is agreed that Granicus will be responsible for primary loss
investigation, defense and judgment costs where this Agreement of indemnity applies. In
consideration of the award of this Agreement, Granicus agrees to waive all rights of
subrogation against the County its subsidiary, parent, associated and/or affiliated entities,
successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for
losses arising from the work performed by Granicus for the County.
(b) Granicus further shall investigate, process, respond to, adjust, provide
defense for and defend, pay or settle all claims, demands, or Iawsuits related hereto at its
sole expense and shall bear all other costs and expenses related thereto, even if the claim,
demand or lawsuit is groundless, false or fraudulent.
10.7 Insurance. Granicus and its subcontractors, if any, shall procure and maintain
until all oftheir obligations have been discharged, including any warranty periods under this
Agreement are satisfied, insurance against claims for injury to persons or damage to property
which may arise from or in connection with the performance of the work hereunder by Granicus,
its agents, representatives, employees or subcontractors.
The insurance requirements herein are minimum requirements for this Agreement and in no way
limit the indemnity covenants contained in this Agreement.
The County in no way warrants that the minimum limits contained herein are sufficient to protect
Granicus from liabilities that might arise out of the performance of the work under this
Agreement by Granicus, its agents, representatives, employees, or subcontractors. Granicus shall
assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or
broader coverages. Granicus is not relieved of any liability or other obligations assumed or
pursuant to the Agreement by reason of its failure to obtain or maintain insurance in sufficient
amounts, duration, or types.
(a) Coverage and Limits of lnsurance. Granicus shall provide coverage with
limits of liability not less than those stated below. An umbrella and/or excess liability
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policy may be used to meet the minimum liability requirements provided that the '
coverage is written on a"following form" basis. �
L StaWtory Workers' Compensation: Colorado statutory minimums
i. Policy shall contain a waiver of subrogation against the County.
ii. This requirement shall not apply when a contractor or
subcontractor is exempt under Colorado Workers' Compensation Act., AND
when such contractor or subcontractor executes the appropriate sole proprietor
waiver form.
Minimum Limits:
Coverage A (Workers' Compensation) Statutory
Coverage B (Employers Liability) $ 500,000
$ 500,000
$ 500,000
2. Commercial General Liability—ISO ICG 0001 form or equivalent.
(With County named as an additional insured)
Minimum Limits:
General Aggregate $ 2,000,000
Products/Completed Operations Aggregate $ 2,000,000
Each Occurrence Limit $ 1,000,000
Personal/Advertising Injury $ 1,000,000
Fire Damage(Any One Fire) $ 50,000
Medical Payments(Any One Person) $ 5,000
Coverage to include:
• Premises and Operations
• Explosions, Collapse and Underground Hazards
• Personal /Advertising Injury
• Products/Completed Operations
• Liability assumed under an Insured Agreement(including defense costs assumed
under Agreement) •
• Independent Contractor
• Designated Construction Projects(s) General Aggrega[e Limit, ISO CG 2503
(1997 Edition or equivalent)
• Additional lnsured—Owners, Lessees or Contractors Endorsement, ISO Form
2010 (2004 Edition or equivalent)
• Additional Insured—Owners, Lessees or Contractors Endorsement, ISO CG 2037
(2004 Edition or equivalent)
• The policy shall be endorsed to include the following additional insured language
on the Additional Insured Endorsemen[s specified above: "County, its subsidiary,
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parent, associated and/or affiliated entities, successors, or assigns, its elected
officials, trustees, employees, agents, and volunteers named as an additional
insured with respect to liability and defense of suits arising out of the activities
performed by, or on behalf of Granicus, including completed operations°.
3. Auto Liability: Bodily injury and property damage for any owned,
hired, and non-owned vehicles used in the performance of this Agreement.
Minimum Limits:
Bodily Injury/Property Damage (Each Accident) $ 1,000,000
4. Special Coverages (check as appropriute und insert amount):
❑(1) Performance Bond $
❑(2) Professional Errors and Omissions
❑(3) Aircraft Liability
❑(4) Owner's Protective
❑(5) Builder's Risk
❑(6) Boiler and Machinery
❑(7) Loss of Use Insurance
❑(8) Pollution Liability
❑(9)Crime, including Employee Dishonesty Coverage, or Fidelity Bond
(b) Proofof[nsurance:
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i. Each insurance policy required by the insurance provisions ofthis
Agreement shall provide the required coverage and shall not be suspended, voided
or canceled except after thirty(30) days prior written notice has been given to the .
County, except when cancellation is for non-payment of premium, then ten (10)
days prior notice may be given. Such notice shall be sent directly to Pat
Bingham, Pitkin County Community Relations Specialist, 530 E. Main Street, 3`d
Floor, Aspen, CO 8161 I. If the insurance carrier will not provide the required
notice, Granicus and or its insurance broker shall notify the County of any
cancellation, or reduction in coverage or limits of any insurance within seven (7)'
days of receipt of insurers' notification to that effect.
Simultaneously with the Certificates of Insurance, Granicus shall file with
the Procurement Officer a certified statement as to claims pending against the
required coverages, reserves established on account of such claims, defense wsts
expended and amounts remaining on policy limits. �
2. In addition,these Certificates of Insurance shall contain the
following clauses:
i. Granicus' insurance shall be primary and non-contributory
with any insurance or self-insurance purchased by the County.
ii. The insurance companies issuing the policy or policies
hereunder shall have no recourse against the County for payment of any
premiums or for assessments under any fortn of policy.
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iii. Any and all deductibles or self-insured retentions in the
above-described insurance policies shall be assumed by and be for the
amount of, and at the sole expense of Granicus.
iv. Location of operations shall be: `all opera[ions and locations
at which work for the referenced Project is being done."
3. Certificates of Insurance for all renewal policies shall be delivered to
the County's Representative at least fifteen (IS) days prior to a policy's expira[ion
date except for any policy expiring on the expiration date of this Agreement or there-
after.
4. The County reserves the right to request and receive a copy of any
policy and any policy endorsement at any time during the term of this Agreement.
10.8 Exemptions and Preferences. All purchases related to this Agreement shall not
include Federal Excise Taxes or Colorado State or local sales or use taxes. Pitkin County is
exempt from such taxes under registration numbers 98-02624 and 84-78000-SK.
10.9 Contract Made in Colorado. The parties agree that this Agreement was made in
accordance with the laws of the State of Colorado and shall be so construed. Venue is agreed to
be exclusively in the courts of Pitkin County, Colorado.
10.10 Attomevs Fees. In the event that legal action is necessary to enforce any of the
provisions of this Agreement beyond the arbitration described in Paragraph 103, the substantially
prevailing party shall be entitled to its costs and reasonable attorney's fees.
10.11 Governmental Immunitv. Granicus agrees and understands that the County is
relying on and does not waive, by any provision of this Agreement, the monetary limitations or
terms (presently $15Q000 per person and $600,000 per occurrence) or any other rights,
immunities, and protections provided by the Colorado Governmental Immunity Act, 24-10-101,
et sey., C.R.S., as from time to time amended, or otherwise available to the County or any of its
ofticers, agents or employees. Further, nothing in this Agreement shall be construed or interpreted
to require or provide for indemnification of Granicus by the County for any injury to any person or
any property damage whatsoever which is caused by the negligence or other misconduct of the
County or its agent or employees.
10.12 Current Year Obli at�. The parties acknowledge and agree that any payments
provided for hereunder or requirements for future appropriations shall constitute only currently
budgeted expenditures of Pitkin County. The County's obligations under this Agreement are
subject to Pitkin County's annual right to budget and appropriate the sums necessary to provide
the services set forth herein. No provisions of the Agreement shall constimte a mandatory
charge or requirement in any ensuing fiscal year beyond the then current fiscal year of Pitkin
County. No provision of the Agreement shall be construed or interpreted as creating a multiple-
fiscal year direct or indirect debt or other financial obligation of Pitkin County within the
meaning of any constitutional or statutory debt limitation. This Agreement shall not directly or
indirectly obligate Pitkin County to make any payments beyond those appropriated for Pitkin
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County's then current fiscal year. No provisions of this Agreement shall be wnstrued to pledge
or create a lien on any class or source of Pitkin County's moneys, nor shall any provision of this
contract restrict the future issuance of Pitkin County's bonds or any obligations payable from any
class or source of Pitkin Co�nty's money.
10.13 Notice. Any written notice required by this contract shall be deemed delivered
through any ofthe following: (I) hand delivery to the person at the address below; (2) delivery by
facsimile with confirmation of receipt to the fax number below; or(3) within three (3) days of being
sent certified first class mail, postage prepaid, retum receipt requested addressed as follows:
(a) To Pitkin County: With Copies To:
Pa[ Bingham Pitkin County Attorney's Office
Pitkin County Community 530 E. Main Street, #302
Relations Specialist Aspen, CO 8161 I
530 E. Main Street, 3`� FI. Fax: (970)920-5198
Aspen, Colorado 8161 I
Fax: (970) 920-5198
(b) To Contractor:
Granicus, Inc.
600 Harrison Street, Ste. 120
San Francisco, CA 94107
10.14 Force Maieure. Other than payment obligations, neither party is responsible for
any delay or failure in performance if caused by any event outside the reasonable control of the
party, including without limitation acts of God, government regulations, shortage of supplies, act
of war, act of terrorism, earthquake, or electrical, intemet or telecommunications outage.
10.15 Closed Captioning Services. The County and Granicus may agree that closed
captioning or[ranscription services will be provided by a third party under this agreement. In
such case, the County 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
independentthird paRy.
10.16 This Agreement consists ofthe following exhibits, which are incorporated herein
by reference as indicated:
Exhibit A: Proposal
Exhibit B: Support Information
Exhibit C: Hardware Exhibit
Exhibit D: Trademark Information
Exhibit E: Termination or Expiration Options Regarding Content
IN WITNESS WHEREOF, the parties have executed this Agreement as ofthe date first set out
herein above.
12
GRANICUS, INC.
By: < ���� " �
Tom Spengler �/��//�
Title: Chief Executive Officer
Date
BOARD OF COUNTY COMMISSIONERS
OF PITKIN COUNTY:
By: - .� �� 3
George New 'an, Chair D e
13
EXHIBIT A
PROPOSAL
[The remainder of this page is left blank intentionally.]
I4
Granicus Suites and Services
Pitkin County, Colorado
Granicus Service Monthly Managed Services
Granicus Open Platform Suite $330.00 MMS
Granicus Government Transparency Suite $330.00 MMS
Granicus EncodingAppliance $241.50 MMS
Total Pitkin County Monthly Managed Services: $901.50 MMS
! U
EXHIBIT B
SUPPORT INFORMATION
l. Contact Information. The support staff at Granicus may be contacted by the Client at its mailing
address, general and support-only telephone numbers, and via e-mail or the Internet.
(a) MailinQ Address. Mail may be sent to the support staff a[ Granicus
headquarters, loca[ed at 600 Harrison Street, Suite 120, San Francisco, Califomia,94107.
� (b) Telephone Numbers. Office staff may be reached from 8:00 AM to 7:00 PM
Pacific [ime at(415) 357-3618 or toll-free at (877) 889-5495. The technical support staff may be
reached a[(415)357-3618 opt 1.
(c) Internet and E-mail Contact Information. The website for Granicus is
http;//www_granicus.com. E-mail may be sent to the support staff at
customercare(o�q ranicus.com.
2. RecoKnized Client Representatives. Granicus strives to provide unparalleled support to i[s
'Clients by ensuring tha[ Clien[ staff is properly educa[ed and is prepared [o maximize its Granicus
Solution. Any Client Representa[ive who wishes to participa[e and receive Granicus cus[omer advocacy
services shall participate in and complete the training program that is suited for the Granicus Solution.
Once a Client Representative completes the training, that Representative will be recognized in Granicus'
internal system as qualified to receive support and ongoing education services. All Client Representatives
are eligible to receive technical support services, regardless of participation in the training program.
3. Support Policy. When Granicus receives notification of an issue from Client, a Granicus account
manager or technical support engineer will respond directly to the Client via phone or e-mail with (a) an
assessment of[he issue, (b) an es[imated [ime for resolution, and (c) will be actively working to resolve
the issue as appropriate for [he type of issue. Notification shall be the documented [ime that Granicus
receives the Client's call or e-mail notifying Granicus of an issue or the documented time tha[ Granicus
notifies Client there is an issue. Granicus reserves the right to modify its support and maintenance
policies, as applicable to its customers and licensees generally, from time to time, upon reasonable notice.
4. Scheduled Maintenance. Scheduled maintenance of the Granicus Solution will not be counted as
downtime. Granicus will clearly post tha[ the site is down for maintenance and the expected duration of
[he maintenance. Granicus will provide the Client with at least two (2) days prior notice for any -
scheduled maintenance. All system maintenance will only be performed during these times, except in the
case of an emergency. In the case that emergency maintenance is required, the Client will be provided as
much advance notice, if any, as possible under the circumstances.
5. Sofrware Enhancements or Modifications. The Clien[ may, from time to time, request that
Graniws incorporate certain features, enhancements or modifications into the licensed Granicus
Software. Subject to the terms and conditions [o this exhibit and the Service Agreemen[, Granicus and
Client will use commercially reasonable efforts to perform all tasks in the Statement of Work ("SOW").
Upon the Client's request for such enhancements/modifications, the Client shall prepare a SOW for the
specific project that shali define in detail the Services to be performed. Each such SOW signed by both
parties is deemed incorporated in this exhibit by reference. Granicus shall submit a cost proposal
including all costs pertaining to furnishing the Client with the enhancements/modifications.
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5.1 Documentation. Afrer the SOW has been executed by each party, a detailed requirements
and detailed design document shall be submitted illustrating the complete financial terms that
govern the SOW, proposed project staffing anticipated project schedule, and other information
relevant to [he project. Such enhancements or modifica[ions shall become part of[he licensed
Granicus Software.
5.2 Acceptance. Client understands that all work contemplated by this exhibit is on a "time-
and-materials" basis unless otherwise stated in the SOW. Within ten (10) business days of
Granicus' completion of the milestones specified in the SOW and delivery of the applicable
enhancemenUmodification to Client, Clien[ will provide Granicus with written no[ice of i[s
acceptance or rejection of the enhancemenUmodification, based on the acceptance criteria set
� forth in the SOW. Client agrees that it will not reject any enhancement/modification so long as it
substantially complies with [he acceptance criteria.
53 Tide to Modifications. All such modifica[ions or enhancements shall be the sole property
of the Granicus.
6. Limitation of Liabiliry; Exclusive Remedy. IN THE EVENT OF ANY INTERRUPTION,
GRANICUS' SOLE OBLIGATION, AND CLIENT'S EXCLUSIVE REMEDY, SHALL BE FOR
GRANICUS TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS AS
SOON AS REASONABLY POSSIBLE.
[End of Support/nformationJ
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10
EXHIBIT C
GRAN[CUS, INC.
HARDWARE EXHIBIT
THIS HARDWARE EXHIBIT is entered into by Granicus and Client, as an attachment to the Service
Agreement between Granicus and Client, for the hardware componen[s of the Granicus Solu[ion ([he
"Hardware") provided by Granicus to Client. This exhibit is an additional part of the Service Agreement
and is incorporated therein by reference. Capitalized terms used but not defined in this exhibit have the
meanings given in the Service Agreement.
1. Price. The price for the Hardware shall be the price specified in the Proposal.
2. Delivery. Any scheduled ship date quoted is approximate and not the essence of this exhibit.
Granicus will select [he shipment me[hod unless otherwise mutually agreed in writing. Granicus retains
title [o and ownership of all Granicus Software installed by Granicus on the Hardware, noriviths[anding
the use of the term"sale" or"purchase."
3. Acceptance. Use of[he Hardware by Client, its agents, employees or licensees, or the failure by
Client to reject the Hardware wi[hin fifteen (IS) days following delivery of the Hardware, constitutes
ClienYs acceptance. Client may only reject the Hardware if the Hardware does not conform to the
applicable written specifications.
4. Service Response Time. For hardware issues requiring replacement, Granicus, Inc. shall
respond to the request made by the Client within twenty-four (24) hours. Hardware service
repair or replacement will occur within seventy-two (72) hours of determination of a hardware
issue, not including the time it takes for the part to ship and travel to the Client. The Client shall
grant Granicus, Inc. or its representatives access to the equipment for the purpose oF repair or
replacement at reasonable times. Granicus, [nc. will keep the Client informed regarding the
timeframe and progress of the repairs or replacement. Once the Hardware is received Client's
responsibili[ies will include:
a. Mount server on client rack(if applicable)
b. Connecting original network cables.
a Connecting original audio and video cables(if applicable).
5. LIMITAT[ON OF LIABILITY. GRANICUS SHALL NOT BE LIABLE FOR
CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL
DAMAGES AR[SING OUT OF OR RELATING TO THIS EXHIBIT INCLUDING WITHOUT
LIMITATION LOSS OF PROFIT, WHETHER SUCH LIABILITY ARISES UNDER CONTRACT,
TORT ([NCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF
GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH
DAMAGE COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT WILL GRAMCUS'
LIABIL[TY TO CLIENT ARISING OUT OF OR RELATING TO THIS EXHIBIT EXCEED THE
AMOUNT OF THE PRICE PAID TO GRANICUS BY CLIENT FOR THE HARDWARE.
6. Hardware. In the event of malfunction for Hardware provided by Granicus, Hardware will be
repaired or replaced as per the warranty, and as detailed in this Exhibit.
Granicus provides the above mentioned services under Client's acknowledgment that all Granicus tools,
and systems will be installed by the manufacturer chosen by Granicus within the Hardware, provided to
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the client These software tools have been qualified by Granicus to allow the highest level of service for
the client. While it is Granicus' intention to provide all Clients with the same level of customer care and
warranty, should the Client decline these recommended tools, certain levels of service and warranty may
not guaranteed.
7. Purchased Hardware Warranty. For Hardware purchased from Granicus by Client, Granicus
will provide to Client a three (3) year warranty with respect to the Hardware. Within the three (3) year
warranty period, Granicus shall repair or replace any Hardware provided directly from Granicus that fails
Ito function properly due to normal wear and tear, defective workmanship, or defective materials.
8. Use of Non-Approved Hardware. The Granicus platform is designed and rigorously tested
based on Granicus-approved Hardware. In order to provide the highest level of support, Granicus
requires the use of Granicus-approved Hardware in your solution. While it is Granicus' intention to
provide all clienis with the same level of customer care and continuous software upgrades, Granicus does
not make any guarantees or warranties whatsoever in the event Client uses non-approved hardware.
9. Client Changes to Hardware Prohibited. Client shall not install any software or sofrware
components that have not been agreed upon in advance between client and Granicus technical
staf£ While it is Granicus' in[ention to provide all clients with the same level of customer care, Granicus
does not make any guarantees or warranties whatsoever regarding the Hardware in the event Client
violates[his provision.
[end of Hurdwure ExhrbilJ
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EXH[BIT D
TRADEMARK INFORMATION
Granicus Re2istered Trademarks�
granicus�
Granicus logo as a mark
Granicus
MediaVaul[�
Mobile Encoder
Outcas[ Encoder�
StreamReplicator�
Granicus Trademark Names T"'
Integrated Public Record'"
Intelligent Routing'�
LinkedMinutes'�
LiveManagerT"
MediaCenterTM
MediaManager'"�
Mee[ingMember'�
MeetingServer'�
Simulcast Encoder�"'
VoteCast'M
VoteCastT�Classic
VoteCast�""Touch
Client Trademarks
�D
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13
EXHIBIT E
TERMINATION OR EXPIRATION OPTIONS REGARDING CONTENT
In case of termination by Client or expiration of the Service Agreement, Granicus and the
Client shall work together to provide the Client with a copy of its Content The Client shali have
the option to choose one (1) of the following methods to obtain a copy of its Content:
• Option 1: Video/Audio files made available through optional media: data CD, extemal
hazd drive, or Granicus provided FTP site. A CSV, XML, and/or database file will be
included providing clip information, and/or legislative content.
• Option 2: Provide the Content via download from MediaManager or from a special site
created by Granicus. This option shall be provided free of chazge.
• Option 3: Granicus shall provide the means to pull the content using the Granicus
Application Programming Interface. This option shall be provided free of charge.
The Client and Granicus shall work together and make their best efforts to transfer the Content
within the sixty (60) day termination period. Granicus has the right to delete Content from its
services after sixty (60) days.
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