AG 22-114 - GRANICUS (AMANDA MBP)RETURN TO: Terry Smith EXT: 2550
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEFT./DIV: Information Technology
2. ORIGINATING STAFF PERSON: Thomas Fitchner EXT: 2547 3. DATE REQ. Bly": ASAP
4. TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUNIENT(E.G.. RFB. RFP, RFQ)
❑ PUBLIC WORKS CONTRACT ❑ S�-TALL OR LIMITED Pti. BLIC WORKS CONTRACT
P— PROFESSIONAL SERVICE AGREEMENT ❑ AIAINTENANCEAGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.(j. BOND RELATED DOCU_N4ENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMEN DNIENT (AG�,): ❑ INTERLOCAL
.7
OTHER
J. PROJECTNANIE: AMANDA MBP Integration
6. NAME OF CONTRACTOR: Granicus
ADDRESS: Contracts, 408 St. Peter Street, Suite 600, Saint Paul, MN, 55102 TELEPHONE (651)7574154
E-iN,IAIL:-ntracts@granicus.com FAX:
SIGNATURE NAME: TITLE
7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE. NVORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQU[REM ENTS/CERTIFIC:ATE A ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
8.
TERM: COMMENCEMENT DATE: Upon Execution COMPLETION DATE: 12/31/2022
9.
TOTAL COMPENSATION S 29,066.40 (INCLUDE. EXPENSES AND SALES TAX, IFANY)
(IF CALCULATED ON FIOURI.Y LABOR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑YES ❑NO IF YES, MAXIMUM DOLLAR AMOUNT: S
IS SALES TAX OWED )YES ONO IF YES, S 2,666.40 PAID BY: ❑ CONTRACTOR CITY
RET.AINAGE: RETAINAGEAMOUNT:❑REJAINAGEAGREENIENT (SEE CONTRACT) OR ❑REI'AINAGEBOND PROVIDED
❑ PURCHASING: PLEASE CHARGE TO: 121-1800-020-513-10-643
10.
DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED
❑ PROJECT; MANAGER
IN DIRECTOR TJF - 06/10/2022
❑ RISK MANAGEMENT (IF APPLICABLE)
9 L A`V JRC 6/10/2022
11.
COUNCILAPPROVAL(IF APPLICABLE) CONIlN11"I-rL'EAPPROVALDATL': N/A COUNCIL APPROV:kLDATE: N/A
12.
CONTRACT SIGNATURE ROUTING �y
El SENTTO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: Ov (c� !•�
El ATTACH: SIGNATURE AUTHORITY. INSURANCE CERTIFICA-FE, LICENSES, EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE
(Include depl. support stall if necessary and feel firce to set notification more than a month in advance if'council approval is needed.)
INITIAL/ DATE SIGNED.
❑ LAW DEPARTMENT
SIGNATORY (MAYOR OR DIRECTOR) fl i -
❑ CITY CLERK NO
❑ ASSIGNED AG# AG#• —
COMMENTS:
2/2017
DocuSign Envelope ID: 677B5BDD-EC9C-4272-844B-C3E5D5653B94
Federal Way — A7 Upgrade. Assessment SOW
G GRANICUS
MBP Integration — Federal Way
June 41 2022
Granicus
Prepared by Chris Westervelt
Chris.westervelt@granicus.com
Telephone: 386.679.7442
DocuSign Envelope ID: 677B5BDD-EC9C-4272-844B-C3E5D5653B94
Federal Way — A7 Upgrade Assessment SOW
Contents
1. Scope ........ ............................................ .................................. .................. .,...................................... .......3
2. Amanda Environment Details.........................,...................,...................................................................3
3. Design.....................................................................................................................................................3
3.1. Updates after A7 Upgrade......................................................................................................................4
3.2.Deliverables..................................................,....._,......................................................................4
4. Assumptions and Dependencies............................................................................................................. 5
5. Project Cost ......... ........ ................................... ................. I ......... --.................... ................ .......... I............... 5
6. Approvals...................................................................................... .......... ........ _................ ............. 5
FederalWay ..... ...... .............................................................. ,............................ .............................................. 5
Granicus...........................................................----...................................,...._...................................I.......... 5
Appendix B: Granicus Professional Services Agreement...............................................................................7
ProfessionalServices Agreement.............................................................................................................:.. 7
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1. Scope
Develop anew web application that acts as abridge to connect AMANDA and MBP applications for the following
functionalities.
1. Permit Creation -translate MBP XML into AMANDA compatible EAI XMLfor folder creation
2. Inspection Scheduling - Implement SOAP service based on MBP wsdl specification that receives requests
from MBP and transforms to AMANDA compatible SOAP web service calls.
3. File Transfer - add a background thread that monitors file system for new files from MBP and transfers to
AMANDA via web service.
4. In the future when Federal Way upgrading to AMANDA7 make corresponding changes to the MBP
integration to get it working with A7.
2. Amanda Environment Details
AMANDA Version
6.1.8.0.16101319
Database Server
SQL 2008 R2 SP3
App Server
Apache Tomcat 7.0.52
App Server OS
Windows 2012 R2 Standard
3. Design
The diagram below shows a high-level overview of how Amanda and MBP systems are integrated,
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Local
File Transfer File System
IIS Server
Bellevue Infrastructure
v
AMANDA
Database
Poll for new files
SOAP
MyBuilding I AMANDA
Application Server
Permit.com 1
-J EAI !SOAP
AMANDA
MBP Integration File System
Tomcat Server
MBP Integration adaptor is a Java based web application that can be deployed into Tomcat server. The adaptors
performs the following functionalities:
1. Receives the inspection scheduling web service calls and translate into AMANDA web service calls (MBP
SOAP to AMANDA SOAP)
2. Continuously monitor IIS server file storage and move the files to AMANDA via web service (File System
to AMANDA SOAP)
3. Receives the request to create a permit from MBP and translate into AMANDA EAI/WebService call.
(MBP XML to AMANDA EAI)
For better security IIS server can be configured as the primary server for MBP application to communicate with
the Federal Way environment and have a reverse proxy setup in IIS that forwards permit creation and inspection
scheduling HTTP calls to the new MBP adapter web application.
Note: Since it is a separate web application it can be written to use Java 8 or java 11 that supports the latest
Tomcat Version.
3.1. Updates after A7 Upgrade
By having a separate web application that integrates AMANDA and MBP it is relatively easy to upgrade from
AMANDA6 to AMANDA7. The following changes are needed in the code to make it compatible with AMANDA7 in
the future.
1. Upgrade AMANDA SOAP web service client API to match with AMANDA7.
2. Change the AMANDA EAI url and SOAP service url to point to AMANDA7.
3.2. Deliverables
1. Source code of the new web application.
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2. War file of the new web application
3. Deployment documentation
4. Developer Guide
4. Assumptions and Dependencies
1. City of Federal Way will provide all the infrastructure (Servers) required for this project
2. Appropriate access will be provided to Venkat Sadasivam to complete the work described in this
SOW; this work will be delivered remotely.
3. There is no warranty on the services provided in this SOW, all time spent modifying the solution
will be billed as T&M.
5. Project Cost
Total estimated hours for this work is 192 at a rate of $137.50 per hour for a total SOW cost of $26,400.
Payment terms are net 30 from date of invoice.
All costs in US Dollars. All costs outlined above are exclusive of applicable taxes.
6. Approvals
Billing Address: City of Federal Way
ATTN: Terry Smith
33325 8th Ave S
Federal Way, WA 98003
Total SOW Amount: $26,400 + Washington State Sales & Use Tax (est. $2,666.40)
Purchase Order No:
**Available after contract execution by the City**
Accepted and agreed:
Federal Way
Signature ;
an Davis
Name
Title Interim City Administrator
�—
Date i,uwt- Z
Granicus
Signature
by:
i U).wt U twa,llt
Name
Maxwell Buccel l i
Title
Manager, Contracts
Date
6/15/2022
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Appendix B: Granicus Professional Services Agreement
Professional Services Agreement
This Professional Services Agreement ("Agreement) is effective as of the date last signed below (the
"Effective Date") by and between City of Federal Way ("Client") and Granicus, LLC, a Minnesota Limited
Liability Company ("Granicus").
1. Definitions. In addition to terms defined elsewhere in this Agreement, the following terms will
have the meaning specified:
"Content" means text, data, graphics, personal information or any other material: (i) displayed or
published on Client's website; (ii) provided by Client to Granicus to perform the Services; or (iii) uploaded
into Granicus Products for use by Client or end users of the Granicus Products.
"Deliverable(s)" means any computer software, written documentation, reports or materials developed
by Granicus specifically for Client pursuant to a SOW;
"Granicus Products" means the products and subscription services licensed to Client under separate
agreement which may include online or cloud subscription services, on premise software, or required
equipment or hardware components in conjunction with which the Services set forth in the SOW may be
performed;
"Services" means the consulting, integration, installation and/or implementation services to be
performed by Granicus as described in the SOW;
"SOW" means the Statement of Work agreed to by the parties that references this Agreement and
describes the Services and Deliverables; and
"Warranty Period" means the thirty (30) day period following completion of the Services.
2. Services.
a) Granicus will perform the Services in accordance with this Agreement and the SOW. Granicus is
not obligated to provide any Services unless set out in the SOW. Unless otherwise set out in the SOW or
as agreed to by the parties, Granicus will commence performance of the Services fifteen (15) business
days following execution of the SOW and the Services will be performed remotely. Changes or delays in
the work schedule originating with Client are subject to the project change procedure and may result in
an increase in fees.
b) For a time and materials engagement, Granicus estimates that the Services will be completed in
approximately the number of hours set out in the SOW. Granicus does not represent, however, that the
Services will be completed within the number of hours specified therein. Any estimates provided in the
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SOW, including expected hours to complete the Services and any timeline provided by Granicus, are
based on known functional requirements and technical environments as of the effective date ofthe SOW.
c) Granicus grants Client a non-exclusive, non -transferable, royalty -free, perpetual license to use
the Deliverables on behalf of and for the benefit of Client independently and with the Granicus Products.
Granicus retains all right, title and interest to the Deliverables except for those rights expressly granted
to Client and reserves all rights not otherwise expressly granted herein. Deliverables and Services are
deemed accepted upon delivery unless otherwise set forth in a SOW.
d) Any modifications to the Services must be in writing and signed by authorized representatives of
each party. The modifications may be set forth in a project change request or other document agreed to
by the parties in writing. Granicus personnel performing Services at Client's offices will comply with
Client's policies and procedures in effect at such location.
e) Cooperative Purchasing. To the extent permitted by law and approved by Client, the terms of this
Agreement may be extended for use by other municipalities, school districts and governmental agencies
upon execution of SOW by the extended party.
3. Fees; Expenses.
a) Client will pay Granicus the fees set out in the SOW or other executed order document (as
applicable) for all Services performed by Granicus, and all taxes related thereto (if applicable). All fees
are due within thirty (30) days of receipt of an invoice from Granicus or in accordance with Client's
prompt payment statutes.
b) Billing Schedule. Fees will be invoiced to Client based on one of the following billing options, as
indicated in the SOW:
(i) Time and Materials: For engagements with a time and materials billing schedule, invoices
will be issued monthly in arrears as Services are performed, based on the hourly or daily
rate set forth in the SOW or other executed order document.
(ii) Fixed Cost: Invoices will be issued upon delivery of milestones, or in accordance with a
billing schedule set forth in the SOW or other executed order document.
c) Client will also pay for all reasonable travel -related and out-of-pocket expenses incurred by
Granicus in the performance of the Services in accordance with Client's travel and expense policy which
will be provided to Granicus in writing and which will be billed on a monthly basis and due thirty (30)
days following date of invoice.
d) Granicus will provide Client with a monthly project status report accounting for the number of
hours of Services performed in the prior month, and the expenses incurred in performance of the
Services.
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4. Client Obligations.
a) Client will provide any assistance reasonably required by Granicus to perform the Services,
including timely review of plans and schedules for the Services and reasonable access to Client's offices
for Services performed onsite.
b) Client will designate a project manager for the Services. The project manager will have the
authority to make decisions on behalf of Client with respect to changes in the Services, resource
allocation, expenditures, resolution of issues, scope changes and other matters involving the Services.
c) Client will maintain a back-up of any data or data files provided to Granicus.
d) Client will be responsible for securing all licenses for third partytechnology necessary for Granicus
to perform the Services (including the right for Granicus to use such technology) and will be responsible
for the performance of any third -party providing goods or services to Client related to the Services,
including such third party's cooperation with Granicus.
5. Warranty.
a) The Services will be performed in a professional and workmanlike manner in accordance with
generally accepted industry standards for the software consulting industry. Granicus will use reasonable
commercial efforts to complete the Services in accordance with the SOW. If the Services fail to comply
with this warranty during the Warranty Period, Client will promptly notify Granicus in writing specifying
in reasonable detail any alleged non -conformities in the Services. Upon such notice, Granicus will, as
Client's remedy, promptly re -perform any such Services in accordance with the SOW and this Agreement.
b) THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND GRANICUS DISCLAIMS
ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT
LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF
DEALING OR COURSE OF PERFORMANCE.
6. Confidentiality. During performance of the Services, each party may receive Confidential Information
of the other party.
a) "Confidential Information" means all confidential and/or trade secret information of either party
("Disclosing Party"), including but not limited to: (i) Granicus' Products; (ii) non-public information if it is
clearly and conspicuously marked as "confidential" 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 given the nature of the information and the
context in which disclosed, in each case that is disclosed to the other party ("Receiving Party") or to which
the Receiving Party gains access in connection with performance of the Services.
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b) Subject to applicable freedom of information or other similar law, the Receiving Party agrees: (i)
to hold the Disclosing Party's Confidential Information in strict confidence, apply at least the standard of
care used by the Receiving Party in protecting its own Confidential Information, but not less than a
reasonable standard of care, and not to disclose such Confidential Information to any third party; and (ii)
without the written permission of the Disclosing Party, not to use any Confidential Information of the
Disclosing Party except as reasonably required to exercise its rights or perform its obligations under this
Agreement and the SOW. Each party agrees to cause its employees, subcontractors, agents and affiliates
who require access to such information to abide by such obligations.
c) The foregoing obligations do not apply to information that: (i) is already public or becomes
available to the public through no breach of this Section 6; or (ii) was in the Receiving Party's lawful
possession before receipt from the Disclosing Party; or (iii) is lawfully received independently from a third
party who is not bound by a confidentiality obligation; or (iv) is independently developed by or on behalf
of the Receiving Party without use of any Confidential Information.
d) If a Receiving Party is compelled to disclose the Confidential Information by applicable law, a
governmental agency, or a court of law having proper jurisdiction, the Receiving Party will give the
Disclosing Party reasonable notice as permitted by law to enable such party to try to protect the
confidentiality of the Confidential Information.
e) Upon written request of the Disclosing Party, the Receiving Party agrees to promptly return or
destroy all Confidential Information in its possession, and certify its destruction in writing, provided,
however, that the Receiving Party may retain a copy of the returned or destroyed items for archival
purposes in accordance with its records retention policies and subject to this Section 6.
f) Disclosing Party may be irreparably damaged if the obligations under this Section 6 are not
enforced and as such may not have an adequate remedy in the event of a breach by Receiving Party of
its obligations hereunder. The parties agree, therefore, that Disclosing Party is entitled to seek, in
addition to other available remedies, an injunction restraining any actual, threatened or further breaches
of the Receiving Party's obligations under this Section 6 or any other appropriate equitable order or
decree.
7. Indemnification.
a) Granicus will indemnify, defend and hold Client, its officers, directors and employees, harmless
from all losses, damages, and reasonable costs and expenses to the extent they arise out of a claim by a
third party that the Deliverables or Services, as delivered by Granicus, infringe or misappropriate any
copyright, trade secret, trademark or patent registered or valid within the country the Deliverables are
authorized to be used. To the extent permitted by applicable law, Granicus will have control of the
defense and will defend at its own expense, any claim or litigation to which this indemnity relates,
including the right to settle any such claim. Client must notify Granicus promptly of any such claim and
provide reasonable cooperation to Granicus, upon Granicus's request and at Granicus's cost, to defend
such claim. Granicus will not agree to any settlement which requires acknowledgment of fault or an
incurred liability on the part of an indemnified party not otherwise covered by this indemnification
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without the indemnified party's prior consent. Client may elect to participate in the defense of any claim
with counsel of its choosing at its own expense.
b) If the Deliverables are subject to a claim of infringement or misappropriation, or if Granicus
reasonably believes that the Deliverables may be subject to such a claim, Granicus will: (i) replace the
Deliverables with a functional non -infringing equivalent; (ii) modify such Deliverables while retaining
substantively equivalent functionality; or (iii) procure at no cost to Client the right to continue to use such
Deliverables. If, however, Granicus determines that none of the foregoing alternatives are commercially
reasonable, Granicus may terminate Client's license to the Deliverables and Granicus will, as Client's
remedy, refund to Client the fees paid for such Deliverable.
c) Granicus will have no obligation to defend or indemnify Client under this Section 7 if the
infringement or misappropriation results from: (i) modifications to the Deliverables by anyone other than
Granicus; (ii) combination, operation, or use of the Deliverables with Client's equipment or non- Granicus
software programs, or any use of Client Content by Granicus or the Deliverables, if such claim of
infringement or misappropriation would have been avoided had such combination, operation or use not
occurred; (iii) Client's failure to implement modifications (which if delivered to Client expressly to avoid
infringement, will be delivered at no additional cost to Client and which will provide substantially the
same functionality as the infringing or potentially infringing Deliverables); or (iv) Services performed or
Deliverables developed at the direction of Client, where Client specifies the means, manner or method
of performing the Services or developing the Deliverables and to the extent Granicus did not exercise its
independent judgment and discretion in performing the Services or developing the Deliverables.
8. Limitation of Liability.
a) NEITHER PARTY WILL BE LIABLE FOR ANY PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR
INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, BUSINESS
INTERRUPTION, OR LOST DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
LOSS OR DAMAGE.
b) IN ANY EVENT, EXCEPT FOR CLIENT'S OBLIGATIONS TO PAY AMOUNTS DUE UNDER THE SOW, OR
GRANICUS' INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 7 (INDEMNIFICATION), EITHER
PARTY'S MAXIMUM LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT (IN
TORT, CONTRACT OR OTHERWISE) WILL NOT EXCEED THE AMOUNT OF FEES PAID BY CLIENT TO
GRANICUS UNDER THE APPLICABLE SOW.
9. Term of Agreement.
a) This Agreement and the SOW will be effective as of the effective date of the SOW and will remain
in effect until the Services are completed, this Agreement is terminated, or the termination date set out
in the SOW (the "Termination Date"), whichever is later. If no specific Termination Date is designated in
the SOW, Client may terminate the SOW and this Agreement upon thirty (30) days written notice to
Granicus.
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b) Either party may terminate this Agreement and any SOW immediately upon written notice to the
other party for cause, if: (i) such party is in breach of a material provision of this Agreement or the SOW
and fails to cure such breach within thirty (30) days following written notice of such breach; or (ii) the
other party ceases to conduct business in its ordinary course; is adjudged bankrupt or insolvent under
applicable law; has made a general assignment for the benefit of creditors; files or becomes subject as a
debtor to a petition in bankruptcy for liquidation or reorganization; becomes otherwise insolvent; or
admits its inability to pay its debts generally as they become due.
c) Upon the effective date of termination of this Agreement or the SOW, Granicus will cease
performance of the Services. Client will pay Granicus for all Services performed prior to the date of
termination plus any additional fees that may be due under the SOW. For Services performed on a fixed -
cost basis, should the SOW be terminated prior to delivery of any milestone or Deliverable, Client will
pay Granicus at the hourly rate for all Services performed up to the date of termination as set forth in
the SOW. If no hourly rate is designated, Client will pay Granicus' then standard hourly rate for such
Services.
d) Sections 3 (Fees, Expenses), 5(b) (Warranty), 6 (Confidentiality), 7 (Indemnification), 8 (Limitation
of Liability), 9 (Term of Agreement), 13 (General) and 14 (Applicable Law) will survive termination of this
Agreement indefinitely or to the extent set out therein.
10. Force Majeure. Except for Client's payment obligations, neither party is responsible from any
delay or failure to perform resulting from causes beyond its reasonable control.
11. Independent Contractor. Each party will act as an independent contractor and employees of each
party will not be considered to be employees of the other party. No agency, partnership, joint venture
or other joint relationship is created by this Agreement. Neither party may make any commitments
binding on the other, nor may either party make any representation that they are acting for, or on behalf
of, the other. Each party assumes full responsibility for the actions of its personnel while performing the
Services and such party will be solely responsible for the supervision, daily direction, control of its
personnel, and for the payment of all of their compensation and any taxes related thereto.
12. Publicity. Neither party will use the name of the other party in publicity releases or similar activity
without the consent of the other party, except Granicus may include Client's name in client list.
13. General.
a) No waiver of any breach of any provision of this Agreement or the SOW by either party or the
failure of either party to insist on the exact performance of any provision of this Agreement or the SOW
will constitute a waiver of any prior, concurrent or subsequent breach of performance of the same or
any other provisions hereof, and no waiver will be effective unless made in writing.
b) Any notice alleging a breach of this Agreement must be in writing and be sent by overnight courier
or delivered in person to the party's address set forth in this Agreement, the SOW or as provided to the
other party in writing. Any other notice required to be provided by Granicus under this Agreement may
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be sent by postal mail service or e-mail to the individual designated by Client. Any notice delivered to
Granicus hereunder alleging breach or failure to perform must be sent to the attention of "General
Counsel" at legal@)Granicus.com.
Granicus
Contracts
408 St. Peter Street, Suite
600
Saint Paul, MN 55102
(651)757-4154
contracts a, ranicus.com
City of Federal Way
ATTN:
Thomas Fichtner
Address:
33325 8"' Ave S
Federal Way, WA 98003
Phone:
253-835-2547
Email:
Thomas.Fichtnerncityoffederalway.com
c) If any provision of this Agreement or the SOW, or portion thereof, is held to be invalid, illegal or
unenforceable by a court of competent jurisdiction, such provision will be severed and the remaining
provisions of the Agreement or SOW will remain in full force and effect.
d) Client agrees not to export, re-export, or provide the Deliverables to: (i) any country to which the
United States has embargoed goods; (ii) any person on the U.S. Treasury Department's list of Specially
Designated Nationals; (iii) any person or entity on the U.S. Commerce Department's Denied Persons List;
or (iv) any person or entity where such export, re-export or provision violates any U.S. Export control or
regulation.
e) Neither Party may assign, delegate, or otherwise transfer this Agreement or any of its rights or
obligations hereunder without the prior written consent of the other Party (such consent not to be
unreasonably withheld); provided, however, that either Party may assign this Agreement with
reasonable notice to the other party to an affiliate or to a successor in interest resulting from acquisition
of all, or substantially all, of the assigning party's business by means of merger, stock or asset purchase,
or otherwise. Any assignment or attempted assignment in violation of this Agreement will be null and
void.
f) This Agreement may not be amended or modified except by a written instrument signed by
authorized representatives of both Parties.
14. Applicable Law. If Client is a public entity (a state or any agency or authority thereof, or county,
city or town, public educational institution or other entity that serves a public purpose), this Agreement
will be governed by and construed in accordance with the laws of the state in which the public entity is
located, with venue being a court of competent jurisdiction within such state. If Client is the Federal
government of the United States or any branch or agency thereof, this Agreement will be governed by
the laws of the United States with venue being any Federal district court of competent jurisdiction. If
Client is located in Canada, this Agreement will be governed by the laws of the Province of Ontario with
suit brought only in the General Division of the Ontario Court of Justice. No applicable principals of
conflicts of laws or the United Nations Convention on contracts for the international sale of goods will
apply to this Agreement.
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15. Entire Agreement. This Agreement and the S.OWs and purchasing documents governed by this
Agreement constitutes the entire agreement between Granicus and Client, and supersedes all prior
agreements, requests for proposals or pricing and the corresponding responses, understandings,
representations or correspondence relevant to the subject matter hereof. Inconsistencies between
documents will be resolved in the following order: (i) this Agreement; (ii) SOWs; (iii) all other purchase
documents executed by the parties (except for any pre-printed or standard terms contained on purchase
orders); (iv) Granicus' response to Client's RFI, RFP, RFQ; and (v) Client's RFI, RFP, RFQ. If Client issues a
purchase order, Granicus hereby rejects any additional or conflicting terms appearing on the purchase
order or any other ordering materials submitted by Client. Client has not been induced to enter into this
Agreement or the SOW by any representations or promises not specifically stated herein. The SOW will
be signed by authorized representatives of Granicus and Client or be incorporated and referenced into a
legally binding document between the parties.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective
duly -authorized representatives on the Effective Date set forth below.
Granicus I_City of Fedenil Way
—• Do c u Sig nc d by: C
By: By:
112
(Authorized Signature) uthorized Signature)
Name: Maxwell BUccelli
(Print or Type Name of Signatory)
Title:
Manager, contracts
Date: 6/15/2022
Brian Davis
Name:
(Print or Type Name of Signatory)
Interim City Administrator
Title:
Date: c� tINE I3. 2 0 i
7l5/22, 10:53 AM
Washington State Department of Revenue
< Business Lookup
License Information: New search Back to results
Entity name:
GRANICUS, LLC
Business
GRANICUS
name:
Entity type:
Limited Liability Company
U BI #:
602-241-678
Business ID:
001
Location ID:
0002
Location:
Active
Location address: 408 SAINT PETER ST STE 600
SAINT PAUL MN 55102-1122
Mailing address: 408 SAINT PETER ST
STE 600
SAINT PAUL MN 55102-1122
Excise tax and reseller permit status: Click here
Secretary of State status: Click here
Endorsements
Endorsements held a License # Count Details Status Expiratiot First issua
https://secure.dor.wa.govlgteunauth/_/#6 1 /3
715/22, 10:53 AM Washington State Department of Revenue
Endorsements held a License # Count Details Status Expiratioi First issua
Federal Way
General Business -
Non -Resident
Active Jun-30-2( Jun-22-2(
Governing People May include governing people not registered with Secretary of State
Governing people Title
ATLAS, RYAN
BEAUPAIN, TAYLOR
BOLIN, BRET
GOVDELIVERY HOLDINGS, LLC,
GRANICUS, LLC
HYNES, MARK
ROGERS, ROBERT B.
SEVERSON, PATRICK M.
SMITH, ROBERT F.
Registered Trade Names
Registered trade names S•
GOVDELIVERY, INC. Active
GRANICUS
Active
First issued
Jul-06-2007
Jun-02-2017
View Additional Locations
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7/5/22, 10:53 AM
Washington State Department of Revenue
The Business Lookup information is updated
nightly. Search date and time: 7/5/2022 10:53:17
AM
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https://secure.dor.wa.gov/gteunauth/_/#6 3/3
=orm .,
Request for Taxpayer
Give Form to the
'Rev.
Identification Number and Certification
requester. Do not
October2018)
Treasury
Send to the IRS.
riteprramI Revenue Seryice
Do -Go to www.irs.gov1FormW9 for instructions and the latest information.
i Name (as shown on your income tax return). Name is required on this line; do not leave this line bwk.
Granicus LLC
2 Business name/disregarded entity name, if different from above
Granicus
3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the
4 Exemptions (codes apply only to
following seven boxes.
certain entities, not individuals; see
Q
p
❑ Individual/sole proprietor or ElC Corporation ElS Corporation ElPartnership ❑ Trust/estate
instructions on page 3):
c
single -member LLC
Exempt payee code (if any)
u❑✓
Limited liability company. Enter the tax classification (C C corporation, S=S corporation, P=Partnership) ► p
`0 2
Note: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not check
Exemption from FATCA reporting
I H
LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is
code if an
( y)
M
another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC
IL v
w
is disregarded from the owner should check the appropriate box for the tax classification of its owner.
U
d
Other (see instructions) ►
(AppMs to accounis msinrskwd wtsido ft U.S)
y
5. Address (number, street, and apt. or suiW no.) See instructions.
Requester's name and address (optional)
408 Saint Peter Street, Suite 600
payment to Address:
Dept CH - Box 19634
IPalatine,
6 City, state, and ZIP code
Saint Paul MPS 55102
IL 60055-9634
T
7 List account numbers) here (optional)
JUM
Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid
Social security number
backup withholding. For individuals,etrrthis this is generally your social number ( However, fora
instructions later.
resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other
^m
entities. it is vour emolover identification number (EIN). If you do not have a number, see Now to oet a
TIN, later.
Note: If the account is in more than one name, see the instructions for line 1
Number To Give the Requester for guidelines on whose number to enter.
or
Also see What Name and I Employer identification number
OMMMUMMMUE
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding; and
3. 1 am a U.S. citizen or other U.S. person (defined below); and
4_ The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid,
acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments
other than interest and dividends, you are nix required zo sign the certification, but you must provide your correct TIN. See the instructions for Part 11, later.
Sign Signature of
Here U.S. person ► �JI Date ►
General lnstructioiSs,' '
Section references are to the ImLLNrai Revenue Code unless otherwise
noted.
Future developments. For the latest information about developments
related to Form W-9 and its instructions, such as legislation enacted
after they were published, go to www.irs.gov/FormW9.
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an
information return with the IRS must obtain your correct taxpayer
identification number (TIN) which may be your social security number
(SSN), individual taxpayer identification number (ITIN), adoption
taxpayer identification number (ATIN), or employer identification number
(EIN), to report on an information return the amount paid to you, or other
amount reportable on an information return. Examples of information
retums include, but are not limited to, the following.
• Form 1099-INT (interest earned or paid)
• Form 1099-DIV (dividends, including those from stocks or mutual
funds)
• Form 1099-MISC (various types of income, prizes, awards, or gross
proceeds)
• Form 1099-B (stock or mutual fund sales and certain other
transactions by brokers)
• Form 1099-S (proceeds from real estate transactions)
• Form 1099-K (merchant card and third party network transactions)
• Form 1098 (home mortgage interest), 1098-E (student loan interest),
1098-T (tuition)
• Form 1099-C (canceled debt)
• Form 1099-A (acquisition or abandonment of secured property)
Use Form W-9 only if you are a U.S. person (including a resident
alien), to provide your correct TIN.
If you do not return Form W-9 to the requester with a TIN, you (night
be subject to backup withholding. See What is backup withholding,
later.
Cat. No. 10231X Form w-9 (Rev. 10-2018)
QCQR��
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
��. tt>/zor2O»F
si3li�o22
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).
PRODUCER Locklon 111SUrance BroLcrs, LLC
CONTACT
NAME:
PHONE FAX
A/C No
CA License "OF 15767
Three Ernbarcadero Center, Suite 600
'E-MAIL
San Francisco C1 94111
(41 5) 568-4000
INSURERS AFFORDING COVERAGE NAIC #
INSURER A: National Fire Instil -ante CO of Hartford 20478
INSURED
Granicus, LLC'
INSURER B : Valley - FOl- re lnsuraI ce Com i111K _ _ 20,08
�
--�
INSURER C:The Continental Insurance Conlpam% 35289
1428953
1999 Broadway
INSURER D : Colombia Casualty Company 31127
Denver CO 80202
INSURER E : A111erican Casualty Cora ally of Readlrl . PA 210427
INSURER F
COVERAGES GRATN-01 CERTIFICATE NUMBER- 1958 145 REVISION NUMBER: XXXXXXX
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.
INSR
LTR
�11.➢i3L!Sl{BR'
TYPE OF INSURANCE POUGYNUMBER
POLICY EFF POLICY EXP LIMITS
MAMM/DD(YYYY MMIppIYVYY
;1
COMMERCIAL GENERAL LIABILITY y N 4
604i6(i410..
/� n 2 /0 2 �2 EACH OCCURfiENCE
10, 0/_0_I 10._0%_0 _ —
S L000.000
_--
CLAIMS -MADE I X OCCUR
~f
DAMAGERENTED
_PREMISESS ( (Ea occrrrfartcn)
S 1.000 0-00
S 15.000
I
MED EXP [My one p@rsu0j
S 1 .pOO.tii!(i
PERSONAL d ADV IWURY
S _2..-000�000
GEN'L AGGREGATE LIMIT APPLIES PER:
GENERAL AGGREGATE
POLICY - ECT 7C LOC
I PRODUCTS-COMP/OPAGG
S 2.000,000_
OTHER:
B
AUTOMOBILE LIABILITY 604366.3084
10/20/2021 1012-0/2022 MIKElNGj,E UMfr 11
S 1.000 000
Si;`
ANY AUTO
BODILY INJURY (Per person)
OWNED SCHEDULED
BODILY INJURY (Per accident)
S XXXxXXx
AUTOS ONLY AUTOS
T ONLY
Pf RO�PE�RTDAMAGE
5 xaYxx_xa
A OS ONLY AUTOS
Y Cutn S 100 f� Col l S 1,000 T]cd
SXXXXXXX
_ UMBRELLA LIAB OCCUR NOTAPPLICABLr
EA{;H❑CMRRENCE
S XXXIXXX
S XXXXXXX
EXCESS LAB HCLAIMS-MADEI
I AGGREGATE
s X k\
_-
p i RITE 7IOJ5
i
C
WORKERS COMPENSATION N 6(1�3(i(i4(1(i? (AOS)
C7TH'
1 Or'20!2021 10I20.!�02� k STAXU LEER
AND EMPLOYERS' LIABILITY YIN
ANY PROPRIETOR!PARTNERIEXECUTIVE ❑ 6O`%'664070 (C;�)
OFFICERiMEhIBER EXCLUDED N N / A �
lOr3O 2O21 I1120/N)32 E.L EACH ACCIDENT J�l x
(Mandatary in NH)
I E.L. DISEASE -EARJPL,?YEE S 1,000 0()0
If yes, describe under
1
_DZSCRJPTIQ.N OF OPERATIONS below
E.L. DISEASE - POLICY LIMIT I S 1;000000
D
Professional Liabl-tech N N 596722177 12/15/2021 12/15!2022
6&O/Cber Liab
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
City of Federal Way is an Additional Insured with respect to liability arising out ofthe operations of the insured and to Ills extent provided by (he policy IangoagC or
endorsement issued or approved by the insurance carrier. hiSurancc provided to Additional insured is primary and non-contributory as per the attached endorsements or police
language.
CERTIFICATE HOLDER GANUtLLA I IUN Jce zk1iacnfn1L17Ts _
18584245
City of Federal NVav
33325 8th Avenue South
Federal Wav NVA 98003-6325
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRWEN�rATIVE
n 1988-2015 ACORD CORPORATISM. All riahts reserved
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD