HomeMy WebLinkAbout20184110.tiff�n+rot cis 'ID 1
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: Renewal of GovDelivery Contract
DEPARTMENT:
Information Technology DATE: 11/12119
PERSON REQUESTING: Ryan Rose I Jake Mundt
Brief description of the problem/issue:
GovDelivery Software is used in our organization to manage communication to employees and the
public. Most recently, this was used to deploy the County Roots newsletter. The annual
subscription is up for renewal.
What options exist for the Board? (include consequences, impacts, costs, etc. of options):
1) Renew the software agreement to maintain current services
2) Do not renew agreement and search for other communication mechanisms
Recommendation:
Information Technology recommends Option 1, to renew the software agreement. This is a planned
and budgeted for expense_
Sean P. Conway
Mike Freeman, Pro -Tern
Scott K. James
Barbara Kirkmeyer, Chair
Steve Moreno
0?7. /?
Approve
Schedule
Recommendation Work Session Other/Comments:
e GIL 6ir-r)
0•29/5? -4/10
ZTo tot
G1RANICUS
First Amendment to the Grankus Service Agreement between Graniciss LIZ and
Wed County CO
This First Amendment to the Granicus, LLC Service Agreement is effective on the date this document is signed and
entered into by and between Granicus, LLC, a Minnesota Limited Liability Company d/b/a Granicus (hereinafter referred
to as "Granicus"), and Weld County CO (hereinafter referred to as "Client"), with reference to the following:
WHEREAS, the Client and Granicus entered into an Agreement effective 1/14/2019 (the "Agreement"); and
NOW, THEREFORE, in consideration of the premises, the parties intend that the Agreement be amended as follows:
L Compensation shall be amended to include the fees detailed in Exhibit A. Exhibit A is exclusive of applicable state,
local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of the Client to provide
applicable exemption certificate(s).
2. The end date of the Agreement is hereby extended to 1/13/2021.
3. Except as amended by this First Amendment, all other terms and conditions of the Agreement shall remain in full
force and effect.
4. In the event of any inconsistency between the provisions of this First Amendment and the documents comprising
the Agreement, the provisions of this First Amendment shall prevail.
IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed by their duly authorized
representatives.
Agreement and Acceptance
By signing this document the undersigned certifies they have authority to enter the agreement. The undersigned also
understands the services and terms.
Wend Count
Signature:
Name: Barbara Kirkm er
Title:
Date:
BOCC Chair
NOV 2 7 2019
".ry fur 41161
... !Gra licus
Signature:
Name:
Title:
Date:
Dawn Kubai.
VP of Legal
11/06/2019
•
info@grnicus.com I ranicus.com
�, ANICUS
GRAN ICUS
Exhibit A
Granicus Proposa for We
G
County CO
►ranicus Contact
Name: Alexander Gray
Phone: (651) 757-4119
Email: alexander.gray@granicus.com
;Proposal Details
Quote Number: Q-82273
Prepared On: 9/24/2019
Valid Through: 1/13/2020
Pricing
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.)
Currency: USD
Current Subscription End Date: 1/13/2020
Period of Performance: 1/14/2020 - 1/13/2021
Domains Included for the Communications Cloud
The subscription includes the following domain(s) and subdomain(s): https://www.weldgov.com/
Annual Fees for Renewing Subscriptions
d
Communications Cloud
Annual
1 Each
SUBTOTAL:
$10,705.55
$10,705.55
.
inbc @ ran c s.com granicus.com
f-3 GRANICUS
Communications
Cloud
The Cloud is a Software -as -a -Service (Saar) solution that enables government organizations to
connect with more people. By leveraging the Cloud, the client will be able to utilize a number of
cifferent outreach mediums, including email, SMS/text messages, RSS feeds, and social media
integration to connect with its target audiences. The Cloud includes:
• Unlimited email sends with industry -leading delivery and management of all bounces
a Support to upload and migrate existing email lists
• Access to oarticipate in the GovDelivery Network
® Ability to send mass notifications to multiple devices
a 24/7 system monitoring, email and phone support during business hours, auto -
response to inbound messages from end users, anc emergency support
a Text -to -subscribe functionality
® Up to 2 Web -hosted training sessions annually
a Up to 50 administrators
• Up to 1 GovDelivery account(s)
® Access to a complete archive of all data created by the client for 18 months (rolling)
• Up to 3 hours of message template and integration development
® Up to 100 subscription topics
® Up to 100,000 SMS/text messages per year from a shares short code within the United
States*
*international numbers are not supported. SMS/text messages not used in the period of
performance will not carry over to the following year.
info@granicu. rm I granicusacom
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Communications Cloud is a marketing -automation
olatform that enaoles government organizations to
cuic<ly and easily connect with more constituents.
As the only Fed RAMP-certifiec mari<etinc-automation
olatform, Communications C oud is the most -
secure marketing so ution availaole for ouslic sector
organizations.
Craft messages in custom-bui t
to orovide a consistent and fam
audiences across all olatforms.
anc
oranced temo
ates
iar experience for
age citizens with
content oy sencing messages to a specific segment
of your audience anc save va
sing e message and sharing t
socia media instantly.
uable time by crafting a
trough email, text and
Grow an aucience througn text-to-suoscrnoe, social
mecia oromotion, other government agencies through
the GovDe ivery \etvvork anc oy everaginc weosite
traffic with attention -commanding suoscriotion
strategies. The simole sicn-us orocess al ows
constituents to oot into receivinc communication on
the topics that matter to them, simultaneously a
your organization to c
interests.
a
oinorsarieral
lowing
'vice constituent su oscri oers
Email, text message
and social media
communications
Customizable,
branded templates
sy
tform for
Communications Clouc celivers messaging at a higher
rate, keeoinc emails out of scam fo ders anc hanc ing
unsuoscrioes, oounces anc inactive emails, al owing
communicators to focus on content.
Avai as e resorts on open anc click -through rates
orovide insight into message success anc al ow for
continuous imorovements to a marKeting stratecy to
make each touch oetter than the last.
GOVDELIVERY NETWOr`:K
Further build out subscriber lists through cross -
promotion opportunities with nearby and related
organizations by leveraging the GovDelivery
Network, which includes over 1,800 organizations
with more than 150 million citizens. With more than
50,000 new people signing up for messages from
government through Granicus' solutions every day,
organizations using Communications Cloud have
increased subscribers by up to 500 percent.
Secured with
Fed RAM P
certification
Manage e rn a i I s-
i nbox placement,
deliverability
3.4
Audience growth
opportunities/
strategies
oxen, click -through,
anc pounce rate
resorting
For more info: visit_granrcus.com/e.o.rrimscjoud o.r email us at rrt fo@ ranrcus co.
t
Ni
tract Name
2D70 GRANICUS GOVDELIVERY RENEWAL
Ourtuact Status
Cmm REVIEW
Contra :DScfl fti.
RENEWAL a TERMS FOR RAN!
ContractDescription 2
Contract
AGREEMEN
Amount
$10,70 55
Renewabk
Re al
SO0039123
Contrac
3273
Contract
MUNDT
Contract Lead Email
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Parent Contra iD
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ENABLES US TO UEGO [LIVERY FOR NICATION
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Department
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Attorney Erna
QL TYAORNE OWELD
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w previous ova ID
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Requested
Date
1/27/20192
Will a work sessio
NO
Does Contract require
Due Date
11/212. _19
e required?
Mg Dept to be included?
Note: the Previous Contract Nu m r and Master Services Agreement Number should be left blank if those contracts are not i rg
on ase
Effective Date
I mn Uon Note" Period
Review at
11/0112020
Committed
yen Date
Renewal Date
ation 0.
01/010021
Contact nor aion
Contact in
Contact Name
Contact TW
Contact Email
Contact Phone I Contact Phone 2
--
Purcha
Purchasing Appr er
CONSENT
"Purchasing Approved Date
11:125120Th
At:prove'
Protess
o
AN ROSE
OH Approved Date
11125120Th
Finance Approver
CONSENT
Finance proved Date
11O5/2019
t_egal Counsel
CONSENT
legal Counsel Approved Date
11125120 :c .
Final Approva.
ACC Approved
OCC Signed Date
OCC Agenda ate
11127/2019
Originator
. M `NDT
T*r Ref#
AG112719
/Dh/ Z 2/
Master Subscription Agreement �
This Master Subscription Agreement ("Agreement) is entered into and effective ��
1/, /I , 2018
("Effective Date") by and between Weld County ("Customer") and Granicus, LLC, a Minnesota Limited
Liability Company d/b/a Granicus ("Granicus"). Customer and Granicus may each be referred to herein as
"Party" or collectively as "Parties".
By accessing the Granicus Products and Services, Customer accepts this Agreement.
1. Definitions. In addition to terms defined elsewhere in this Agreement, the following terms shall have
the meaning specified:
"Agreement Term" means the total time covered by the Initial Term and all Extension Terms for each
Order or SOW under this Agreement, further specified in Section 7.1.
"Extension Term" means any term that increases the length of the Initial Term of this Agreement or
an Order Term of an Order or SOW.
"Granicus Products and Services" means the products and services made available to Customer
pursuant to this Agreement, which may include Granicus products and services accessible for use by
Customer on a subscription basis ("Software -as -a -Service" or "SaaS"), Granicus professional services,
content from any professional services or other required equipment components or other required
hardware, as specified in each Order or SOW.
"Initial Term" shall have the meaning specified in Exhibit A or Order or SOW between Granicus and
Customer for the first duration of performance that Customer has access to Granicus Products and
Services.
"Order" means a written order, proposal, or purchase document in which Granicus agrees to provide
and Customer agrees to purchase specific Granicus Products and Services.
"Order Term" means the then -current duration of performance identified on each Order or SOW, for
which Granicus has committed to provide, and Customer has committed to pay for, Granicus Products
and Services.
"Statement of Work" or "SOW" means a written order, proposal, or purchase document that is signed
by both Parties and describes the Granicus Products and Services to be provided and/or performed
by Granicus. Each Order or SOW shall describe the Parties' performance obligations and any
assumptions or contingencies associated with the implementations of the Granicus Products and
Services, as specified in each Order or SOW placed hereunder.
"Support" means the ongoing support and maintenance services performed by Granicus related to
the Granicus Products and Services as specified in each Order or SOW placed between the Parties.
2. Ordering and Scope
2.1. Ordering Granicus Products and Services. The Parties may execute one or more Order or SOW
related to the sale and purchase of Granicus Products and Services. Each Order or SOW will
generally include an itemized list of the Granicus Products and Services as well as the Order Term
for such Granicus Products and Services. Each Order or SOW must, generally, be signed by the
Parties; although, when a validly -issued purchase order by Customer accompanies the Order or
SOW, then the Order or SOW need not be executed by the Parties. Each Order or SOW shall be
governed by this Agreement regardless of any pre-printed legal terms on each Order or SOW,
and by this reference is incorporated herein.
2018-4110
Ce: Dn.6aQc, (1-r) 1
/6- /1" /g
2.2. Support. Basic support related to standard Granicus Products and Services is included within the
fees paid during the Order Term. Granicus may update its Support obligations under this
Agreement, so long as the functionality purchased by Customer is not materially diminished.
2.3. Future Functionality. Customer acknowledges that any purchase hereunder is not contingent on
the delivery of any future functionality or features.
2.4. Cooperative Purchasing. To the extent permitted by law and approved by Customer, the terms
of this Agreement and set forth in one or more Order or SOW may be extended for use by other
municipalities, school districts and governmental agencies upon execution of an addendum or
other duly signed writing setting forth all of the terms and conditions for such use. The applicable
fees for additional municipalities, school districts or governmental agencies will be provided by
Granicus to Customer and the applicable additional party upon written request.
3. Use of Granicus Products and Services and Proprietary Rights
3.1. Granicus Products and Services. The Granicus Products and Services are purchased by Customer
as subscriptions during an Order Term specified in each Order or SOW. Additional[ Granicus
Products and Services may be added during an Order Term as described in Section 2.1.
3.2. Permitted Use. Subject to the terms and conditions of this Agreement, Granicus hereby grants
during each Order Term, and Customer hereby accepts, solely for its internal use, a worldwide,
revocable, non-exclusive, non-transferrable right to use the Granicus Products and Services to
the extent allowed in the relevant Order or SOW (collectively the "Permitted tie"). The
Permitted Use shall also include the right, subject to the conditions and restrictions: set forth
herein, to use the Granicus Products and Services up to the levels limited in the applicable Order
or SOW.
3.2.1. Data Sources. Data uploaded into Granicus Products and Services must be brought in
from Customer sources (interactions with end users and opt -in contact lists). Customer
cannot upload purchased contact information into Granicus Products and' Services
without Granicus' written permission and professional services support for list cleansing.
3.2.2. Passwords. Passwords are not transferable to any third party. Customer is responsible
for keeping all passwords secure and all use of the Granicus Products and: Services
accessed through Customer's passwords.
3.2.3. Content. Customer can only use Granicus Products and Services to share content that is
created by and owned by Customer and/or content for related organizations provided
that it is in support of other organizations but not as a primary communication vehicle
for other organizations that do not have a Granicus subscription. Any content deemed
inappropriate for a public audience or in support of programs or topics that are unrelated
to Customer, can be removed or limited by Granicus.
3.2.3.1. Disclaimers. Any text, data, graphics, or any other material displayed or
published on Customer's website must be free from violation of or infringement
of copyright, trademark, service mark, patent, trade secret, statutory, common
law or proprietary or intellectual property rights of others. Granicus is not
responsible for content migrated by Client or any third party.
3.2.4. Advertising. Granicus Products and Services shall not be used to promote products or
services available for sale through Customer or any third party unless approved in
writing, in advance, by Granicus. Granicus reserves the right to request and review the
details of any agreement between Customer and a third party that compensates
Customer for the right to have information included in Content distributed Or made
available through Granicus Products and Services prior to approving the presence of
Advertising within Granicus Products and Services.
2
3.3. Restrictions. Customer shall not:
3.3.1. Misuse any Granicus resources or cause any disruption, including but not limited to, the
display of pornography or linking to pornographic material, advertisements, solicitations,
or mass mailings to individuals who have not agreed to be contacted;
3.3.2. Use any process, program, or tool for gaining unauthorized access to the systems,
networks, or accounts of other parties, including but not limited to, other Granicus
customers;
3.3.3. Customer must not use the Granicus Products and Services in a manner in which system
or network resources are unreasonably denied to other Granicus clients;
3.3.4. Customer must not use the Services as a door or signpost to another server.
3.3.5. Access or use any portion of Granicus Products and Services, except as expressly allowed
by this Agreement or each Order or SOW placed hereunder;
3.3.6. Disassemble, decompile, or otherwise reverse engineer all or any portion of the Granicus
Products and Services;
3.3.7. Use the Granicus Products and Services for any unlawful purposes;
3.3.8. Export or allow access to the Granicus Products and Services in violation of U.S. laws or
regulations;
3.3.9. Except as expressly permitted in this Agreement, subcontract, disclose, rent, or lease the
Granicus Products and Services, or any portion thereof, for third party use; or
3.3.10.Modify, adapt, or use the Granicus Products and Services to develop any software
application intended for resale which uses the Granicus Products and Services in whole
or in part.
3.4. Customer Feedback. Customer assigns to Granicus any suggestion, enhancement; request,
recommendation, correction or other feedback provided by Customer relating to the use of the
Granicus Products and Services. Granicus may use such submissions as it deems appropriate in
its sole discretion.
3.5. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Granicus and/or
its licensors reserve all right, title and interest in the Granicus Products and Services, the
documentation and resulting product including all related intellectual property rights. Further,
no implied licenses are granted to Customer. The Granicus name, the Granicus logo, and the
product names associated with the services are trademarks of Granicus or its suppliers, and no
right or license is granted to use them.
4. Payment
4.1. Fees. Customer agrees to pay all fees, costs and other amounts as specified in each, Order or
SOW. Annual fees are due upfront according to the billing frequency specified in each Order or
SOW. Granicus reserves the right to suspend any Granicus Products and Services should there be
a lapse in payment. A lapse in the term of each Order or SOW will require the payment of a setup
fee to reinstate the subscription. All fees are exclusive of applicable state, local, and federal taxes,
which, if any, will be included in the invoice. It is Customer's responsibility to provide applicable
exemption certificate(s).
4.2. Disputed Invoiced Amounts. Customer shall provide Granicus with detailed written notice of any
amount(s) Customer reasonably disputes within thirty (30) days of the date of invoice for said
amount(s) at issue. Granicus will not exercise its rights under 4.1 above if Customer has, in good
faith, disputed an invoice and is diligently trying to resolve the dispute. Customer's failure to
provide Granicus with notice of any disputed invoiced amount(s) shall be deemed to be
Customer's acceptance of the content of such invoice.
3
4.3. Price Increases. Any price increases not negotiated in advance shall be provided by Granicus to
Customer at least ninety (90) days prior to the end of the Order Term.
5. Representations, Warranties and Disclaimers
5.1. Representations. Each Party represents that it has validly entered into this Agreement and has
the legal power to do so.
5.2. Warranties. Granicus warrants that it takes all precautions that are standard in the industry to
increase the likelihood of a successful performance for the Granicus Products and, Services;
however, the Granicus Products and Services are provided "AS IS" and as available.
5.3. Disclaimers. EXCEPT AS PROVIDED IN SECTIONS 5.2 ABOVE, EACH PARTY HEREBY DISCLAIMS ANY
AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ORAL AND WRITTEN,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, NON -INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
GRANICUS DOES NOT WARRANT THAT GRANICUS PRODUCTS AND SERVICES WILL MEET
CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR
ERROR FREE.
6. Confidential Information
6.1. Confidential Information. It is expected that one Party (Disclosing Party) may disclose to the
other Party (Receiving Party) certain information which may be considered confidential and/or
trade secret information ("Confidential Information"). Confidential Information shall include: (i)
Granicus' Products and Services, (ii) non-public information if it is clearly and conspicuously
marked as "confidentiar or with a similar designation at the time of disclosure; (iii) non-public
information of the Disclosing Party if it is identified as confidential and/or proprietary before,
during, or promptly after presentation or communication and (iv) any information that should be
reasonably understood to be confidential or proprietary to the Receiving Party, given the nature
of the information and the context in which disclosed.
Each Receiving Party agrees to receive and hold any Confidential Information in strict confidence.
Without limiting the scope of the foregoing, each Receiving Party also agrees: (a) to protect and
safeguard the Confidential Information against unauthorized use, publication or disclosure; (b)
not to reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential
Information except as specifically authorized by the Disclosing Party; (c) not to, use any
Confidential Information for any purpose other than as stated above; (d) to restrict ,access to
Confidential Information to those of its advisors, officers, directors, employees, agents,
consultants, contractors and lobbyists who have a need to know, who have been advised of the
confidential nature thereof, and who are under express written obligations of confidentiality or
under obligations of confidentiality imposed by law or rule; and (e) to exercise at least!the same
standard of care and security to protect the confidentiality of the Confidential Information
received by it as it protects its own confidential information.
If a Receiving Party is requested or required in a judicial, administrative, or governmental
proceeding to disclose any Confidential Information, it will notify the Disclosing Party as promptly
as practicable so that the Disclosing Party may seek an appropriate protective order; or waiver
for that instance.
6.2. Exceptions. Confidential Information shall not include information which: (i) is or becomes public
knowledge through no fault of the Receiving Party; (ii) was in the Receiving Party's possession
before receipt from the Disclosing Party; (iii) is rightfully received by the Receiving party from a
third party without any duty of confidentiality; (iv) is disclosed by the Disclosing Party without
4
any duty of confidentiality on the third party; (v) is independently developed by the Receiving
Party without use or reference to the Disclosing Party's Confidential Information;: or (vi) is
disclosed with the prior written approval of the Disclosing Party.
6.3. Storage and Sending. In the event that Granicus Products and Services will be used to store
and/or send Confidential Information, Granicus must be notified in writing, in advance of the
storage or sending. Should Customer provide such notice, Customer must ensure that
Confidential Information or sensitive information is stored behind a secure interface and that
Granicus Products and Services be used only to notify people of updates to the information that
can be accessed after authentication against a secure interface managed by Customer. ;Customer
is ultimately accountable for the security and privacy of data held by Granicus on its behalf.
6.4. Return of Confidential Information. Each Receiving Party shall return or destroy the Confidential
Information immediately upon written request by the Disclosing Party; provided, however, that
each Receiving Party may retain one copy of the Confidential Information in order to comply with
applicable laws and the terms of this Agreement. Customer understands and agrees that it may
not always be possible to completely remove or delete all personal data from !Granicus'
databases without some residual data because of backups and for other reasons.
6.5. Compliance with Colorado Open Records Act. Nothwithstanding anything to the contrary in this
section 6, the Parties recognize that Customer is a Colorado governmental entity which is
required to comply with the Colorado Open Records Act (CORA), C.R.S. §24-72-201, et seq. with
regard to public records, and cannot guarantee the confidentiality of all documents. If Customer
receives a CORA request for records which are otherwise confidential under this section 6,
Customer will notify Granicus, and give Granicus an opportunty to review the confidential
materials to determine whether any of them may be withheld from disclosure pursuant to CORA.
After Granicus has reviewed and indicated any records are Confidential Information and should
be withheld, Customer will disclose those portions the Parties determine are not protected from
disclosure.
7. Term and Termination
7.1 Agreement Term. The Agreement Term shall begin on the date of the initial Order or 'SOW and
continue through the latest date of the Order Term of each Order or SOW under this Agreement,
unless otherwise terminated as provided in this Section 7. Each Order or SOW will specify an Order
Term for the Granicus Products and Services provided under the respective Order' or SOW.
Customer's right to access or use the Granicus Products and Services will cease at the end of the
Order Term identified within each Order or SOW, unless either extended or earlier terminated as
provided in this Section 7. This Agreement may be renewed on an annual basis upon written
approval of the Parties. Either Party may terminate this Agreement without cause upon ninety
(90) days notice to the other Party. Due to the rapidly changing nature of digital communications,
this Agreement may be updated from time to time upon mutual written agreement of both
Parties.
7.2 Effect of Termination. If the Parties agree to terminate this Agreement and an Order or SOW is
still in effect at the time of termination, then the terms and conditions contained in this
Agreement shall continue to govern the outstanding Order or SOW until termination or expiration
thereof. If the Agreement is terminated for breach, then unless otherwise agreed to in writing, all
outstanding Orders or SOWs shall immediately terminate as of the Agreement termination date.
Unless otherwise stated in this Agreement, in no event shall Customer be entitled to a'refund of
any prepaid fees upon termination.
7.3 Termination for Cause. The non -breaching Party may terminate this Agreement upon written
notice if the other Party is in material breach of this Agreement and fails to cure such breach
5
within thirty (30) days after the non -breaching Party provides written notice of the breach. A Party
may also terminate this Agreement immediately upon notice if the other Party: (a) is liquidated,
dissolved, or adjudged to be in a state of bankruptcy or receivership; (b) is insolvent, 'unable to
pay its debts as they become due, makes an assignment for the benefit of creditors or takes
advantage or any law for the benefit of debtors; or (c) ceases to conduct business for any reason
on an ongoing basis leaving no successor in interest. Granicus may, without liability, immediately
suspend or terminate any or all Order or SOW issued hereunder if any Fees owed under this
Agreement are past due pursuant to Section 4.1.
7.4 Rights and Obligations After Termination. In the event of expiration or termination of this
Agreement, Customer shall immediately pay to Granicus all Fees due to Granicus through the date
of expiration or termination.
7.5 Survival. All rights granted hereunder shall terminate upon the latter of the termination or
expiration date of this Agreement, or each Order or SOW. The provisions of this Agreement with
respect to warranties, liability, choice of law and jurisdiction, and confidentiality shall survive
termination of this Agreement and continue in full force and effect.
8 Limitation of Liability
8.2 EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL
GRANICUS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY
OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, GRANICUS SHALL NOT BE LIABLE FOR: (A) ERROR OR INTERRUPTION OF USE OR FOR
LOSS OR INACCURACY OR CORRUPTION OF CUSTOMER DATA; (B) COST OF PROCUREMENT OF
SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) LOSS OF BUSINESS; (D) DAMAGES ARISING
OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, Olt RELATED
TECHNICAL SUPPORT; OR (E) FOR ANY MATTER BEYOND GRANICUS' REASONABLE CONTROL,
EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES
OR DAMAGES.
8.3 LIMITATION OF UABIUTY. EXCEPT FOR CUSTOMER'S BREACH OF SECTION 3.3, IN NO INSTANCE
SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS
AGREEMENT (WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY
CUSTOMER FOR THE GRANICUS PRODUCTS AND SERVICES DURING THE SIX (6) MONTHS
IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN
WRITING OF THE CLAIM FOR DIRECT DAMAGES. GRANICUS SHALL NOT BE RESPONSIBLE FOR ANY
LOST PROFITS OR OTHER DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR ANY OTHER DAMAGES, HOWEVER CAUSED. NEITHER PARTY MAY INSTITUTE
AN ACTION IN ANY FORM ARISING OUT OF NOR IN CONNECTION WITH THIS AGREEMENT MORE
THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ARISEN. THE ABOVE LIMITATIONS WILL
NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 4 ABOVE.
9 Indemnification
9.2 Indemnification by Granicus. Granicus will defend Customer from and against all losses,
liabilities, damages and expenses arising from any claim or suit by a third party unaffiliated with
either Party to this Agreement ("Claims") and shall pay all losses, damages, liabilities, settlements,
judgments, awards, interest, civil penalties, and reasonable expenses (collectively, "Losses," and
including reasonable attorneys' fees and court costs), to the extent arising out of any Claims by
any third party that Granicus Products and Services infringe a valid U.S. copyright or U1S. patent
issued as of the date of the applicable Order or SOW. In the event of such a Claim, if Granicus
6
determines that an affected Order or SOW is likely, or if the solution is determined in a final, non -
appealable judgment by a court of competent jurisdiction, to infringe a valid U.S. copyright or U.S.
patent issued as of the date of the applicable Order or SOW, Granicus will, in its discFetion: (a)
replace the affected Granicus Products and Services; (b) modify the affected Granicus Products
and Services to render it non -infringing; or (c) terminate this Agreement or the applicable Order
or SOW with respect to the affected solution and refund to Customer any prepaid fees for the
then -remaining or unexpired portion of the Order or SOW term. Notwithstanding the foregoing,
Granicus shall have no obligation to indemnify, defend, or hold Customer harmless from'any Claim
to the extent it is based upon: (i) a modification to any solution by Customer (or by anyone under
Customer's direction or control or using logins or passwords assigned to Customer); (ii) a
modification made by Granicus pursuant to Customer's required instructions or specifications or
in reliance on materials or information provided by Customer; or (iii) Customer's use (or use by
anyone under Customer's direction or control or using logins or passwords assigned to Customer►
of any Granicus Products and Services other than in accordance with this Agreement. This section
9.1 sets forth Customer's sole and exclusive remedy, and Granicus' entire liability, for any Claim
that the Granicus Products and Services or any other materials provided by Granicus violate or
infringe upon the rights of any third party.
9.3 Liability of Customer. Customer shall be liable for any Claims, and shall pay all Losses, to the
extent arising out of or related to (a) Customer's (or that of anyone authorized by Customer or
using logins or passwords assigned to Customer) use or modification of any Granicus Products and
Services; (b) any Customer content; or (c) Customer's violation of applicable law.
10 General
10.2 Relationship of the Parties. Granicus and Customer acknowledge that they operate independent
of each other: Nothing in this Agreement shall be deemed or construed to create a joint venture,
partnership, agency, or employee/employer relationship between the Parties for any purpose,
including, but not limited to, taxes or employee benefits. Each Party will be solely responsible for
the payment of all taxes and insurance for its employees and business operations.
10.3 Subcontractors. Granicus agrees that it shall be responsible for all acts and omissions of its
subcontractors to the same extent Granicus would be responsible if committed directly by
Granicus.
10.4 Headings. The various section headings of this Agreement are inserted only for convenience of
reference and are not intended, nor shall they be construed to modify, define, limit, or expand
the intent of the Parties.
10.5 Amendments. This Agreement may not be amended or modified except by a written instrument
signed by authorized representatives of both Parties. Notwithstanding the foregoing,' Granicus
retains the right to revise the policies referenced herein at any time, so long as the revisions are
reasonable and consistent with industry practices, legal requirements, and the requirements of
any third -party suppliers, and subject to subsection 7.1.
10.6 Severability. To the extent permitted by applicable law, the Parties hereby waive any!provision
of law that would render any clause of this Agreement invalid or otherwise unenforceable in any
respect. In the event that a provision of this Agreement is held to be invalid or otherwise
unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum
extent permitted by applicable law, and the remaining provisions of this Agreement will continue
in full force and effect.
10.7 Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of
its rights or obligations hereunder, either voluntarily or by operation of law, withoutf the prior
written consent of the other Party (such consent not to be unreasonably withheld); provided,
7
however, that either Party may assign this Agreement without the other Party's consent in the
event of any successor or assign that has acquired all, or substantially all, of the assigning Party's
business by means of merger, stock purchase, asset purchase, or otherwise. Any assignment or
attempted assignment in violation of this Agreement shall be null and void.
10.8 No Third -Party Benefidaries. Subject to Section 10.6, this Agreement is binding upon, and
insures solely to the benefit of the Parties hereto and their respective permitted successors and
assigns; there are no third -party beneficiaries to this Agreement.
10.9 Notice. Other than routine administrative communications, which may be exchanged by the
Parties via email or other means, all notices, consents, and approvals hereunder shall be in
writing and shall be deemed to have been given upon: (a) personal delivery; (b) the day of
receipt, as shown in the applicable carrier's systems, if sent via FedEx, UPS, DHL or other
nationally recognized express carrier; (c) the third business day after sending by U.S. Postal
Service, First Class, postage prepaid, return receipt requested; or (d) sending by email, with
confirmed receipt from the receiving party. Either Party may provide the other with notice of a
change in mailing or email address in which case the mailing or email address, as applicable, for
that Party will be deemed to have been amended. The mailing and email addresses of the Parties
are as follows:
•Granlcus
ATTN:
Contracts
Address:
408 St. Peter Street
Suite 600
Saint Paul, MN 55102
Phone:
(651) 757-4154
Email:
contracts@granicus.com
Wetd COUnty . _
ATTN:
Address:
Phone:
Email:
10.10 Force Majeure. Any delay in the performance by either Party hereto of its obligations
hereunder shall be excused when such delay in performance is due to any cause or event of any
nature whatsoever beyond the reasonable control of such Party, including, without limitation,
any act of God; any fire, flood, or weather condition; any computer virus, worm, denial of service
attack; any earthquake; any act of a public enemy, war, insurrection, riot, explosion!or strike;
provided, that written notice thereof must be given by such Party to the other Party within.
twenty (20) days after occurrence of such cause or event.
10.11 Choice of Law and Jurisdiction. This Agreement shall be governed by and interpreted under the
laws of the State of Minnesota, without reference to the State's principles of conflicts of law. The
Parties expressly consent and submit to the exclusive jurisdiction of the state and federal courts
of Ramsey County, Minnesota.
10.12 Entire Agreement. This Agreement, together with all Orders or SOWs referenced herein, sets
forth the entire understanding of the Parties with respect to the subject matter of this
Agreement, and supersedes any and all prior oral and written understandings, quotations,
communications, and agreements. Granicus and Customer agree that any and all Orders or SOWs
are incorporated herein by this reference. In the event of possible conflict or inconsistency
between such documents, the conflict or inconsistency shall be resolved by giving precedence in
the following order (1) the terms of this Agreement; (2) Orders; (3) all other SOWs or other
8
purchase documents; (4) Granicus response to Customer's request for RFI, RFP, RFQ; and (5)
Customer's RFI, RFP, RFQ.
10.13 Reference. Notwithstanding any other terms to the contrary contained herein, Customer grants
Granicus the right to use Customer's name and logo in customer lists and marketing materials.
10.14 Injunctive Relief. Granicus is entitled to obtain injunctive relief if Customer's use of Granicus
Products and Services is in violation of any restrictions set forth in this Agreement.
10.15 Funds Availability. Financial Obligations of County payable after the current fiscal year are
contingent upon funds for that purpose being appropriated, budgeted and otherwise made
available. Execution of this Agreement by County does not create an obligation on the part of
the County to expend funds not otherwise appropriated in each succeeding year.
10.16 Governmental Immunity. No term or condition of this Agreement shall be construed or
interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections
or other provisions, of the Colorado Governmental Immunity Act, C.R.S. §24-10-101, et. seq., as
applicable now or hereafter amended.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly -
authorized representatives on the Effective Date as set forth above.
By:
Name:
Title:
Date:
(Authorized nature
Dawn Kubat
(Print or Type Name of Signatory)
Vice President of Legal
12/07/2018
(Execution Date)
Attachment(s): Exhibit A (Proposal)
Name:
Title:
Date:
Barbard Kirkmeyer
(Print or Type Name of Signatory)
Pro-Tem, Board of Weld
County Commissioners
DEC 172018
(Execution Date)
9
PZo/1--'1Ll/D
EXHIBIT A
GRAN ICUS
Granicus Proposal for Weld County. CO
Granicus Contact
Name: Cassidy Pillow
Phone: 202-407-7422
Email: cassidy.pillow@granicus.com
Proposal Details
Quote Number. Q-43818
Prepared On: 12/5/2018
Valid Through: 1/13/2019
Pricing
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.)
Currency: USD
Current Subscription End Date: 1 /132019
Period of Performance: 1 /142019 -1 /132020
Domains included for the Communications Cloud
The subscription indudes the following domain(s) and subdomain(s) https://www.weldgov.com/
Annual Fees for Renewing Subscriptions
:Solution
Communications Cloud
Billing
Frequency
'Quantity/Unit E .:Annual Fee.
Annual' 1 Each
SUBTOTAL
$10,1.95:76
-$10,195.76]
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GRANICUS
Product Descriptions
Ifklarne escriptlon
'Communications
'The Cloud is a Software -as -a -Service (SaaS) solution that enables government organizations' to
;connect with more people. By leveraging the Cloud, the dient will be able to utilize a number' of
',different outreach mediums, induding email, SMS/text messages, RSS_feeds; and social media
,integration to connect with its target audiences. The Cloud indudes5
• Unlimited email sends with industry -leading delivery and management of all bounces
• Support to upload and migrate existing email lists
• Access to partidpate in the GovDelivery Network
• Ability to send mass notifications to multiple devices
• 24/7 system monitoring, email and phone support during business hours, auto-
? response to inbound messages from end users, and emergency support
• , Text-to-subscribefunctionality
• Up to 2 Web -hosted training sessions annually_
Up. to 50 administrators.
• 'Up to 1 GovDelivery account(t)
• Access to a complete archive of all data created bythe client for 18 months (rolling)
▪ Up to 3 hours of message template and integration development
{• Up to 100 subscription topics
• Up to 100,001 SMS/text messages per year from:a shared thOrt Eode W.ithin the United
States*
*International numbers are not supported. SMS/text messages not used in theperiod of
performance will not carry over to the following year.
iniOegiantCUScoal I aratut mom GRANICUS
GRAN ICUS
Terms and Conditions
• This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be induded in the invoice. It
is the responsibility of Weld County CO to provide applicable exemption certificate(s).
• Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate
the subscription.
• If submitting a Purchase Order, please include the following language: All pricing, terms and conditions of quote
Q-43818 dated 12/5/2018 are incorporated into this Purchase Order by reference.
• Granicus Communications Suite Subscriber Information.
Data provided by the dient and contact information gathered through the client's own web properties or
activities will remain the property of the dient ("Direct Subscriber', including any and all personally
identifiable information (PII). Granicus will not release the data without the express written permission of
the client, unless required by law.
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 dient 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, induding 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.
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.
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 dient 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.
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. My Network Subscriber that does not opt -in will not be transferred
with the subscriber list provided to the client upon termination.
Weld County CO is eligible to receive up to five (5) two-day passes to the 2019 Granicus National Summit, valued
at $299.00 each. The Granicus National Summit is the premiere user conference for public sector professionals
I!1 Jgrdnl[us,c+oin I c r nieus;com G R A N I C J S
across federal, state, and local government. Attendees will be provided with hands-on training led by Granicus
subject matter experts, as well as opportunities to learn and network with peers and leaders in govemment.
Granicus National Summit Dates: May 1415, 2019
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