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HomeMy WebLinkAbout2022-399-E-BOCC-Granicus-government transparency suite webcasting softwareRevised 06/21 NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS CONTRACT AMENDMENT (“Amendment”) is made and entered into this 1st day of August, 2022 by and between ORANGE COUNTY (hereinafter referred to as “County”) and Granicus, LLC (hereinafter referred to as “Provider”). WITNESSETH: THAT WHEREAS, the County and Provider entered into a contract dated August 1, 2021, (hereinafter the “Original Agreement”), for the provision of services for Government Transparency Suite webcasting software; and WHEREAS, the County and Provider desire to amend the Original Agreement while keeping in effect all terms and conditions of the Original Agreement not inconsistent with the terms and conditions set forth below. NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree to amend the Original Agreement as follows: 1. In order to ensure the completion of the Services identified in the term of the Original Agreement is amended to reflect an end date by which all Services shall be completed of July 31, 2023. 2. Exhibit A to the Original Agreement is amended by adding the following tasks and services to the Services to be provided by the Consultant: Removal of Boards and Commissions Subscription Fees 3. Article 5, Section A is amended to reflect a maximum payable not-to-exceed amount of Twenty-Five Thousand Two Hundred Thirty-Five and Sixty-Seven Dollars ($25,235.67). 4. Except for the changes made herein, the Original Agreement shall remain in full force and effect to the extent it is not inconsistent with this Amendment. In the event there is a conflict between the terms of the Original Agreement and the terms of this Amendment, this Amendment shall control. IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY PROVIDER ______________________________ _________________________ Bonnie Hammersley Granicus, LLC County Manager 408 Saint Peter St., Ste. 600 Saint Paul, MN 55102 DocuSign Envelope ID: F5021214-1018-4541-A333-639E32F7284A Revised 06/21 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Granicus, LLC Party/Vendor Contact Person: Contact Phone: (651) 362-1422 Party/Vendor Address: Dept CH – Box 19634 City Palatine State: IL Zip: 60055-9634 Department: BOCC Amount: 25,235.67 Purpose: government transparency suite webcasting software Budget Code(s): 10200020-630000 Vendor # 65401 (N/A if new vendor) Vendor is a BOCC consultant? Yes x No Contract Type: (Check one) New Renewal Amendment X Effective Date 8/1/21 Approved by Board Yes No x Agenda Date: --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: F5021214-1018-4541-A333-639E32F7284A 8/12/2022 8/25/2022 8/25/2022 8/26/2022 [Departmental Use Only] TITLE Granicus FY 21-22 1 Revised 07/20 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 1st day of August, 2021, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Granicus LLC, a Minnesota Limited Liability Company (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Boards and Commissions and Government Transparency Suite webcasting software ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider will take all precautions that are standard in the industry to increase the likelihood of a successful performance DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FADocuSign Envelope ID: F5021214-1018-4541-A333-639E32F7284A Revised 07/20 2 for the Provider’s products and services; however, such products and services are provided “AS IS”. EXCEPT AS PROVIDED HEREIN, 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. PROVIDER DOES NOT WARRANT THAT PROVIDER PRODUCTS AND SERVICES WILL MEET COUNTY’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) In determining the Basic Services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): provide software for management of advisory boards and commissions and government transparency suite webcasting software. DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FADocuSign Envelope ID: F5021214-1018-4541-A333-639E32F7284A Revised 07/20 3 b. Licensing. Provider products and services are purchased by County as subscriptions. Provider hereby grants and County hereby accepts, solely for its internal use, a worldwide, revocable, non-exclusive, non-transferrable right to use the Provider products and services during the term of this Agreement. Provider reserves all right, title and interest in the Provider products and services, the documentation and resulting product including all related intellectual property rights. No implied licenses are granted to County. The Provider name, logo, and the product names are trademarks of Provider, and no right or license is granted to use them. County assigns to Provider any suggestion, enhancement, request, recommendation, correction or other feedback provided by County relating to the use of the Provider products and services. County shall not: (i) Misuse any Provider resources or cause any disruption, including but not limited to, the display of adult content, advertisements, solicitations, or mass mailings to individuals who have not agreed to be contacted; (ii) Use any process, program, or tool for gaining unauthorized access to the systems, networks, or accounts of other parties, including but not limited to, other Provider clients; (iii) Use the Provider Products and Services in a manner in which system or network resources are unreasonably denied to other Provider clients; (iv) Use the products and services as a door or signpost to another server; (v) Access or use any portion of Provider products and services except as expressly allowed by this agreement; (vi) Disassemble, decompile, or otherwise reverse engineer all or any portion of the Provider products and services; (vii) Use the Provider products and services for any unlawful purposes; (viii) Export or allow access to the Provider products and services in violation of U.S. laws or regulations; (ix) subcontract, disclose, rent, or lease the Provider products and services, or any portion thereof, for third party use; or (x) Modify, adapt, or use the Provider products and services to develop any software application intended for resale which uses the Provider products and services in whole or in part. 4. Duration of Services a. Term. The term of this Agreement shall be from 8/1/2021 to 7/31/2022. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) The Commencement Date for the Provider's Basic Services shall be 8/1/2021. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Thirty-Six Thousand Four Hundred Twenty-Four Dollars and Seventy-Four Cents ($36,424.74). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FADocuSign Envelope ID: F5021214-1018-4541-A333-639E32F7284A Revised 07/20 4 b. Disputes. In the event the amount stated on an invoice is disputed by the County in good faith, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Laura Jensen) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php ). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, to defend, indemnify and hold harmless the County from all third party loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or willful misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, 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 COUNTY FOR THE PROVIDER PRODUCTS AND SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FADocuSign Envelope ID: F5021214-1018-4541-A333-639E32F7284A Revised 07/20 5 THE CLAIM FOR DIRECT DAMAGES. PROVIDER AND COUNTY SHALL NOT BE RESPONSIBLE FOR ANY LOST PROFITS OR OTHER DAMAGES, INCLUDING INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES, HOWEVER CAUSED. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon ninety (90) days’ prior written notice to the Provider. b. Other Termination. Either 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 within thirty (30) days after the notifying Party provides written notice of the breach. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within thirty (30) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FADocuSign Envelope ID: F5021214-1018-4541-A333-639E32F7284A Revised 07/20 6 County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other; provided, 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. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php .) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FADocuSign Envelope ID: F5021214-1018-4541-A333-639E32F7284A Revised 07/20 7 g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project and created specifically and exclusively for County, such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Attention: Contracts Attention: Laura Jensen Granicus, LLC P.O. Box 8181 408 Saint Peter St., Ste. 600 Hillsborough, NC 27278 Saint Paul, MN 55102 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FADocuSign Envelope ID: F5021214-1018-4541-A333-639E32F7284A [Departmental Use Only] TITLE Granicus FY 21-22 8 Revised 07/20 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: Bonnie Hammersley, County Manager By: _ _______________________________ Printed Name and Title DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FA Jessica Yang Manager of Business and Contracts DocuSign Envelope ID: F5021214-1018-4541-A333-639E32F7284A [Departmental Use Only] TITLE Granicus FY 21-22 9 Revised 07/20 ORANGE COUNTY—DEPARTMENT USE ONLY Party/Vendor Name: Granicus, LLC Party/Vendor Contact Person: Olivia Martin Contact Phone: (651) 362-1422 Party/Vendor Address: Dept CH – Box 19634 City Palatine State: IL Zip: 60055 - 9634 Department: BOCC Amount: $36,424.74 Purpose: Boards and Commissions Software Budget Code(s): 10200020-630000 Vendor # 65401 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 7/6/2021 Approved by Board Yes No Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature Date: Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer Date: Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer Date: Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney Date: Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FA 8/2/2021 8/2/2021 8/2/2021 8/2/2021 8/2/2021 DocuSign Envelope ID: F5021214-1018-4541-A333-639E32F7284A 408 Saint Peter Street, Suite 600 EXHIBIT A Order Form Saint Paul, MN 55102 Prepared for United States Orange County NC Order #: Q-146906 Prepared: 07/15/2021 Page 1 of 5 Granicus Proposal for Orange County NC ORDER DETAILS Prepared By:Olivia Martin Phone: Email:olivia.martin@granicus.com Order #:Q-146906 Prepared On:07/15/2021 Expires On:07/31/2021 Currency:USD Payment Terms:Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Current Subscription End Date: 07/31/2021 Period of Performance: 08/01/2021 - 07/31/2022 ORDER TERMS DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FADocuSign Envelope ID: F5021214-1018-4541-A333-639E32F7284A Order Form Orange County NC Order #: Q-146906 Prepared: 07/15/2021 Page 2 of 5 PRICING SUMMARY The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal. Renewing Subscription Fees Solution Billing Frequency Quantity/Unit Annual Fee Open Platform Suite Annual 1 Each $3,509.42 Government Transparency Suite Annual 1 Each $16,929.41 Granicus Encoding Appliance Software (GT)Annual 1 Each $3,145.91 Outside-of-Scope Line Item - Monthly Annual 1 Each $0.00 Boards and Commissions Annual 1 Each $12,840.00 SUBTOTAL:$36,424.74 DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FADocuSign Envelope ID: F5021214-1018-4541-A333-639E32F7284A Order Form Orange County NC Order #: Q-146906 Prepared: 07/15/2021 Page 3 of 5 PRODUCT DESCRIPTIONS Solution Description Open Platform Suite Open Platform is access to MediaManager, upload of archives, ability to post agendas/documents, and index of archives. These are able to be published and accessible through a searchable viewpage. Government Transparency Suite Government Transparency are the live in-meeting functions. Streaming of an event, pushing of documents, and indexing of events. Granicus Encoding Appliance Software (GT) Granicus Encoding Appliance Software (GT) This includes the LiveManager Software solution where webcasts are started/stopped, agendas amended and indexed, votes and attendance recorded, and minutes created. Outside-of-Scope Line Item - Monthly Out-of-Scope monthly services. Boards and Commissions Boards and Commissions is a Software-as-a-Service (SaaS) solution that enables government organizations to simplify the citizen application and appointment to boards process of the clerk’s office. Boards and Commissions includes: ·Unlimited user accounts ·Unlimited boards, commissions, committees, and subcommittees ·Unlimited storage of citizen applications ·Access to up to one (1) Boards and Commissions site ·Access to customizable, embeddable iFrame websites for displaying information to citizens ·Access to a customizable online citizen application form including board-specific questions ·Customizable forms for board details, appointment details, and internal tracking details ·Pre-designed document PDFs for applications, board details and rosters, and vacancy reports ·Downloadable spreadsheets for easy reporting Optional custom templates for document or report generation may also be purchased for an additional fee. DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FADocuSign Envelope ID: F5021214-1018-4541-A333-639E32F7284A Order Form Orange County NC Order #: Q-146906 Prepared: 07/15/2021 Page 4 of 5 TERMS & CONDITIONS ·Link to Terms: https://granicus.com/pdfs/Master_Subscription_Agreement.pdf ·This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of Orange County NC to provide applicable exemption certificate(s). ·Granicus certifies that it will not sell, retain, use, or disclose any personal information provided by Client for any purpose other than the specific purpose of performing the services outlined within this Agreement. ·Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription. ·Notwithstanding anything to the contrary, Granicus reserves the right to adjust pricing at any renewal in which the volume has changed from the prior term without regard to the prior term's per-unit pricing. DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FADocuSign Envelope ID: F5021214-1018-4541-A333-639E32F7284A 408 Saint Peter Street, Suite 600 THIS IS NOT AN INVOICE Order Form Saint Paul, MN 55102 Prepared for United States Orange County, NC Order #: Q-173591 Prepared: 02/08/2022 Page 1 of 5 Granicus Proposal for Orange County, NC ORDER DETAILS Prepared By: Kendall Nill Phone: 2024077401 Email: kendall.nill@granicus.com Order #: Q-173591 Prepared On: 02/08/2022 Expires On: 07/31/2022 Currency: USD Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Period of Performance: 08/01/2022 - 07/31/2023 ORDER TERMS Current Subscription End Date: 07/31/2022 DocuSign Envelope ID: F5021214-1018-4541-A333-639E32F7284A Order Form Orange County, NC Order #: Q-173591 Prepared: 02/08/2022 Page 2 of 5 PRICING SUMMARY The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal. Renewing Subscription Fees Solution Billing Frequency Quantity/Unit Annual Fee Open Platform Suite Annual 1 Each $3,755.08 Government Transparency Suite Annual 1 Each $18,114.47 Granicus Encoding Appliance Software (GT) Annual 1 Each $3,366.12 Outside-of-Scope Line Item - Monthly Annual 1 Each $0.00 SUBTOTAL: $25,235.67 DocuSign Envelope ID: F5021214-1018-4541-A333-639E32F7284A Order Form Orange County, NC Order #: Q-173591 Prepared: 02/08/2022 Page 3 of 5 PRODUCT DESCRIPTIONS Solution Description Open Platform Suite Open Platform is access to MediaManager, upload of archives, ability to post agendas/documents, and index of archives. These are able to be published and accessible through a searchable viewpage. Government Transparency Suite Government Transparency are the live in-meeting functions. Streaming of an event, pushing of documents, and indexing of events. Granicus Encoding Appliance Software (GT) Granicus Encoding Appliance Software (GT) This includes the LiveManager Software solution where webcasts are started/stopped, agendas amended and indexed, votes and attendance recorded, and minutes created. Outside-of-Scope Line Item - Monthly Out-of-Scope monthly services. DocuSign Envelope ID: F5021214-1018-4541-A333-639E32F7284A Order Form Orange County, NC Order #: Q-173591 Prepared: 02/08/2022 Page 4 of 5 TERMS & CONDITIONS • Link to Terms: https://granicus.com/pdfs/Master_Subscription_Agreement.pdf • This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of Orange County NC to provide applicable exemption certificate(s). • Granicus certifies that it will not sell, retain, use, or disclose any personal information provided by Client for any purpose other than the specific purpose of performing the services outlined within this Agreement. • Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription. • Notwithstanding anything to the contrary, Granicus reserves the right to adjust pricing at any renewal in which the volume has changed from the prior term without regard to the prior term's per-unit pricing. DocuSign Envelope ID: F5021214-1018-4541-A333-639E32F7284A Order Form Orange County, NC Order #: Q-173591 Prepared: 02/08/2022 Page 5 of 5 BILLING INFORMATION Billing Contact: Purchase Order Required? [ ] - No [ ] - Yes Billing Address: PO Number: If PO required Billing Email: Billing Phone: If submitting a Purchase Order, please include the following language: The pricing, terms, and conditions of quote Q-173591 dated 02/08/2022 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order. AGREEMENT AND ACCEPTANCE By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and terms. Orange County NC Signature: Name: Title: Date: DocuSign Envelope ID: F5021214-1018-4541-A333-639E32F7284A ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Insurance Brokers, LLC 777 S. Figueroa Street, 52nd Fl. CA License #0F15767 Los Angeles CA 90017 (213) 689-0065 Granicus, LLC Granicus, Inc. 408 Saint Peter Street, Suite 600 Saint Paul MN 55102 GRAIN01 American Casualty Company of Reading, PA 20427 Columbia Casualty Company 31127 The Continental Insurance Company 35289 National Fire Insurance Co of Hartford 20478 Valley Forge Insurance Company 20508 X X 1,000,000 1,000,000 15,000 1,000,000 2,000,000 2,000,000 X X X Comp $100 DedX Coll $1,000 Ded 1,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX N X 1,000,000 1,000,000 1,000,000 Professional Liability $5M B 6043664084 10/20/2021 10/20/2022 A 6043664103 10/20/2021 10/20/2022 D 596722177 12/15/2021 12/15/2022 C 6043664067 (AOS)10/20/2021 10/20/2022 E 6043664070 (CA)10/20/2021 10/20/2022 NOT APPLICABLE 10/20/2022 1455083 N N N N N 12/17/2021 N N 15579487 15579487 XXXXXXX Orange County Government Attn: Risk Management PO Box 8181 Hillsborough NC 27278 Evidence of Insurance X X See Attachment DocuSign Envelope ID: F5021214-1018-4541-A333-639E32F7284A To whom it may concern: In our continuing effort to provide timely certificate delivery, Lockton Companies is transitioning to paperless delivery of Certificates of Insurance. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via one of the methods below, referencing Certificate ID 15579487. Email: PacificeDelivery@lockton.com Phone: (213) 689-2300 If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. In the event your mailing address has changed, will change in the future, or you no longer require this certificate, please let us know using one of the methods above. The above inbox is for automating electronic delivery of certificates only. Please do NOT send future certificate requests to this inbox. Thank you for your cooperation and willingness in reducing our environmental footprint. Lockton Insurance Brokers, LLC – Pacific Series Lockton Insurance Brokers, LLC License #0F15767 777 S Figueroa Street, 52nd Fl / Los Angeles, CA 90017-5524 213-689-0065 / FAX: 213-689-0550 lockton.com Attachment Code: D568356 Master ID: 1455083, Certificate ID: 15579487 DocuSign Envelope ID: F5021214-1018-4541-A333-639E32F7284A