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AG 22-113 - GRANICUS (AMANDA UPGRADE ASSESS)RETURN TO: Thomas Fichtner EXT: 2547 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Information Technology 2. ORIGIN.ATING STAFF PERSON: Thomas Fichtner EXT: 2547 3. DATE REQ. BY: ASAP 4. TYPE OF DOCUMENT (CHECI{ ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB. RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ S\-IALL OR LIMITED PUBLIC WORKS CONTRACT It. PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCEAGREENIENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (r-,..(; BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL OTHER 5. PROJECTNAME: AMANDA 7 Upgrade Assessment 6. NAME OF CONTRACTOR: Granicus ADDRESS: 1999 Broadway, Suite 3600, Denver, CO, 80202 TELEPHONE 669.247.9154 E-MAIL: contracts@granicus.com FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS: O SCOPE. WORK OR SERVICES ❑ COMPENS.ATION 'D INSURANCE REQU[P.Eh1L-N'FS/CERTIFIC:V[-E ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OFAUTFIORIT'TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: Upon Execution COMPLETION DATE: 12/31/2022 9. TOTAL COMPENSATION S 8,301.54 (INCLUDE EXPENSES AND SALES TAX, [FANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACI I SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLEEXPENSE:-EIYEs_ 'SNO IF YES,MA2XlMUM_DOLI_ARAIlOUNT: $. _ - lS SALES TAX OWED ibYES CNO IF YES, S 761.54 PAID BY: ❑ CONTRACTOR11C CITY RETAINAGE: RETAINAGEAMOUNT: ❑ RFTAINAG E AGREEMENT (SEE CONTRACT) OR ❑ RETA[NAGE BOND PROVIDED A PURCHASING: PLEASE CHARGE TO: 121-1800-020-513-10-643 10. DOCIiI•IENT/CONTRACT REN71ENV INITIAL/ DATE REVIEWED INITIAL/DATEAPPROVED ❑ PROJECT MANAGER ❑ DIRECTOR TJF - 6/10/2022 ❑ RISK MANAGEMENT (IF APPLICABLE) _ ❑ LAW jrc 4/18/2022 11. COUNCILAPPRON7.-1L(IFA13PL[CABLE) CC1il1;\,11TTEEAPPROVnI,D,1"FE: N/A COI-NCILAPPROVALD:YfL-: N/A 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: M tol ZZ ❑, ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDERINOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. Support Maff if'necessary and feel free to set notification more than a month in ads ance if council approval is needed.) INITIAL / DATE SIGNED ❑ LAWDEPART!VIENT �(SIGNATORY(NkA* E DIRECTOR) ti ❑ CITY CLERK to i 2a, no ❑ ASSIGNED AG# COMMENTS: 2/2017 DocuSign Envelope ID: 83B75033-676B-4630-B501-89532AB36BC3 Federal Way — A7 Upgrade Assessment SOW G ORANICUS A7 Upgrade Assessment — Federal Way June 4, 2022 Granicus Prepared by Chris Westervelt Chris.westervelt@granicus.com Telephone: 386.679.7442 DocuSign Envelope ID: 83B75033-676B-4630-B501-89532AB36BC3 Federal Way —A7 Upgrade Assessment SOW Contents 1. Overview.................................................................................................................................................. 3 2. Current State..........................................................................................................................................3 3. Project Scope................................................................................................................................... 4 3.1. Project Timeline .................................................._...,................................_.,...............................---...........5 3.2. Deliverables................................................................................. ............................................................ 5 4. Assumptions and Dependencies............................................................................................................. 5 4.1. Launch IT Responsibilities................................................. I ................... ....5 4.2. City of Federal Way Responsibilities .....:.................................. :............................ ........................ ........... 5 4.3. Risks & Mitigation................................................................................................................... ........ 5 5. Project Cost ................................... .......... .............................. ,..................................... ............ ............... 6 6. Approvals................................................................................................................................................7 FederalWay.................................................................................................................................................. 7 Granicus..................................... .................................. ............................ ............. I ......... ............. 7 Appendix A: Amanda 7 Upgrade Questionnaire ........................... ........... ....................................... 7 DocuSign Envelope ID- 83B75033-676B-4630-B501-89532AB36BC3 GRAN ICUS 1. Overview The following document will serve as a Statement of Work for services provided by Granicus, using its partner Launch IT, as a subcontractor to complete Amanda 7 Upgrade Assessment for the City of Federal Way (The City). The City of Federal Way is currently running Amanda version 6 for their permitting, compliance, and inspections environment. The City wants to migrate their Amanda system from version 6 to the latest version 7 due to limited product support and the availability of many new features in the newer Amanda versions. In addition to the upgrade, Federal Way has stated goals of updating their Amanda configuration to better align with current business processes as well as establishing several third -party integrations that are outside of the scope of a normal Amanda 7 upgrade. The purpose of this assessment will be to better define the Amanda 7 upgrade project, and scope additional initiatives for the City of Federal Way, to assist Federal Way in project planning and prioritization. This SOW is subject to the term and conditions of the Granicus Professional Services agreement in Appendix B. 2. Current State Below is our high-level understanding based on initial conversations as well as shared documents: 1. Back Office: AMANDA 6.1.8.0.16101319 2. Database: MS SQL 2008 3. App Server: Windows Server 2012 4. Total Users: 32 concurrent users and 65 active users in Total 5. 3rd Party Integrations: My Building Permit.com (MBP), IVR Voice Permitting System v.4 (Selectron), Geocortex, Quadrant Point of Sale Integration, SeeClickFix 6. Folders: 47 Folder types, 33 People types, 12 Property types 7. Documents: 41 Document types, 26 Custom Amanda reports 8. Current servers: o CFWAMANDAI— (Production) Windows 2012 R2 server o CFWENTVIVI — (Production) Windows 2012 R2 server - Current Enterprise portal for web permits (DMZ) o CFWMANDA2 — (Not in Use) Windows 2012 R2 server - Amanda Portal 2 installation o CFWAMANDA3 — Windows 2012 R2 server Test/Dev Amanda installation o CFWAMANDA4 — (Not in use) Test/Dev Amanda Porta12 (not in use) (DMZ) o CFWAMANDAWEB—Amanda web adaptor installation used for MBP integration (DMZ) 0 CFWSQLSYS — (Production) SQL server 2008 with the Amanda database DocuSign Envelope ID: 83B75033-676B-4630-B501-89532AB36BC3 (GUG'R ICUS o CFWSHAREPOINT — Intranet (IIS) web server with custom crystal reports pulling data from the Amanda Database. 9. Current Amanda 6 Licenses: o Inspection Deficiency module (we have it, but it is not implemented). o Development Conditions Module. o IVR Gateway. o AMANDA Permit. o Enterprise Authentication Adapter (we have it, but it is not implemented). o Amanda Enhanced inspections Module (we have it, but it is not implemented). o Amanda Webservices Module. 10. Current Amanda Projects — My Building Permit.com (MBP) Integration 3. Project Scope The scope involves assessing the entire Amanda application from how it has been set-up, maintained, and an in-depth understanding of the following to properly assess the upgrade to version 7: 1. Configuration of the Amanda application 2. Understanding current folders and their respective sub -folders 3. Understanding all current batches, interfaces, and reports 4. Analyze User set-up 5. Understanding how Amanda administrator roles have been set-up 6. Understand the user challenges with the current Amanda setup 7. Understand the roles and responsibilities of the current Amanda support team 8. Understand all reports being used/to be used 9. Understand how the current databases have been set-up 10. Understand how the current fees have been set-up 11. Understand all third -party integrations 12. Investigate support tickets of the current issues and their resolutions (Federal Way to provide the details). 13. Understand the current portal usage, challenges and discuss the roadmap and make recommendations 14. Understand document storage — Federal Way interested in Database storage or integration with current Laserfiche system. 15. Understand security needs if any. 16. Determine additional module needs. 17. Strategize a project plan and migration effort based on data uncovered during assessment. 18. Provide high level estimates for additional initiatives not required for the Amanda 7 upgrade. DocuSign Envelope 1U 83B75033-676B-4630-B501-89532AB36BC3 GRAN ICUS 3.1. Project Timeline Upon execution of this agreement, Launch IT and Federal Way will create a schedule including the time and topics required to be discussed to create the assessment document. The analysis phase will be spread out over 2-3 weeks and will consist of workshops to discuss the items in the scope section of this SOW as well as independent analysis and review of the Amanda configuration in the Federal Way environment. Once all information has been gathered Launch IT will work on finalizing the assessment over an additional 2-3 weeks. Federal Way will respond to the assessment with comments and clarifications within 1 week of receipt of the assessment. Launch IT will than update the assessment document and it will be considered complete. 3.2. Deliverables The outcome of this assessment will drive the following deliverables for this effort: 1. An Assessment report that will include findings and recommendations for upgrading to Amanda version 7. 2. High Level Cost Estimates for the Amanda 7 upgrade project and additional initiatives. 4. Assumptions and Dependencies 4.1. Launch IT Responsibilities 1. Launch IT will collaborate with the City of Federal Way during all one-time or recurring meetings as deemed necessary by project managers from both parties. 2. Launch IT will produce an Assessment Report for Amanda 7 migration. 4.2. City of Federal Way Responsibilities 1. Provide remote access to Amanda 6 environment and data as needed by Launch IT to understand and validate technical design. 2. Provide walk through of current Amanda environment and various integrations. 3. Review all the sections of the SOW and provide feedback if there are revisions to be made under any section of the document. 4. Provide details on requirements (as needed) during the initiation phase of the project. 5. Assign a SPOC (specific point of contact) during the entire course of the project to provide clarifications on any requirements on existing/proposed applications that may be needed. 4.3. Risks & Mitigation DocuSign Envelope 10 83B75033-676B-4630-B501-89532AB36BC3 GRAN ICUS Risk Mitigation If Requirements change considerably after Manage scope creep as part of the the start of the project requirements phase. Prioritize the changes, if required so that the timelines are not impacted Delays in reviews/ approvals/ decisions Requirement clarifications from City of Federal Way 5. Project Cost Communicate the timelines for review / approval and decision and its impact on the project schedule & cost Federal Way must provide dedicated SMEs to provide clarifications on requirements The Fee for the Services and Deliverables described in this SOW is $7,540.00 USD. This amount will be invoiced upon delivery of the assessment. Payment terms are net 30 from date. of invoice. All costs in US Dollars. All costs outlined above are exclusive of applicable taxes. DocuSign Envelope ID: 83B75033-676B-4630-B501-89532AB36BC3 G GRANICUS 6. Approvals Billing Address: Total SOW Amount: Purchase Order No: Accepted and agreed: Federal Way Signature omas Fichtner Name IT Director Title Date V City of Federal Way ATTN: Terry Smith 33325 8th Ave S Federal Way, WA 98003 $7,540.00 + Washington State Sales & Use Tax (est. $761.54) jc tk,iw'Lt- Granicus Signature GacuSigned by: I�lA wttt J°�-wut w Name Maxwell Buccelli Title Manager, Contracts Date 6/10/2022 Appendix A: Amanda 7 Upgrade Questionnaire COFW_LaunchlT Amanda 7 Upgrade C DocuSign Envelope ID. 83B75033-676B-4630-B501-89532AB36BC3 0 GRAN ICUS 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"--meanss the—corsulting, integration,irTstallationand/or--implemerrtation s-ervrces 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. 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 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 of the SOW. DocuSign Envelope ID: 83B75033-676B-4630-B501-89532AB36BC3 GRAN ICUS 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. 4. Client Obligations. DocuSign Envelope ID: 83B75033-676B-4630-B501-89532AB36BC3 0 GRAN ICUS 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 forthird party technology necessaryfor 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 - -CI ienV5 remedy, lar moy re-penfar-m-aRy-such-Services+n-accordance with- the SOW and t4is-Agree-ment- - 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. 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 DocuSign Envelope ID: 83B75033-676B-4630-B501-89532AB36BC3 G GRAN ICUS 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--) Disclosin&-Rarty may be-irreparabiT-damage-&-if the obligations under t4is-Section--6-ar-e-n-ot--- 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 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. DocuSign Envelope ID 83B75033-676B-4630-B501-89532AB36BC3 GRAN ICUS 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)--N-EIT-HEP PARTY WILL -BE LIABLE -FOR-AN-YP—UN-ITIVE, SPECIAL, -CG SEQUENTIAL-IUC-IDEN-TALGP, 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. 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 DocuSign Envelope ID: 83B75033-676B-4630-B501-89532AB36BC3 GRAN ICUS 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 -relations liip4s created --by this-Agree-ment. Neither party rnay�ake--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 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. DocuSign Envelope ID: 83B75033-676B-4630-B501-89532AB36BC3 GRAN ICUS Granicus Contracts 408 St. Peter Street, Suite 600 Saint Paul, MN 55102 (651)757-4154 contracts0q gran icus.com City of Federal Way ATTN: Thomas Fichtner Address: 33325 8" Ave S Federal V1'ay, WA 98003 Phone: 253-835-2547 Thomas Email: Fichtnerrd)citvoffederalway.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. 15. Entire Agreement. This Agreement and the SOWs and purchasing documents governed by this Agreement constitutes the entire agreement between Granicus and Client, and supersedes all prior DocuSign Envelope ID: 83B75033-676B-4630-B501-89532AB36BC3 G GRAN ICUS 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 By: r4ocuftned by: A4.&),,Wa (Authorized Signature) Name: Maxwell Buccelli (Print or Type Name. of Signatory) Title: Manager, Contracts Date: 6/10/2022 City of Fedcrjva By: (Authorized Signature) Thomas Fichtner Name: (Print or -Type 'Name of Signatory) IT Director Title: Date: /15/ 7/5/22, 10:53 AM Washington State Department of Revenue WC-1shington State Depa,tment of RPvPni,e, < Business Lookup License Information: New search Back to results Entity name: GRANICUS, LLC Business GRANICUS name: Entity type: Limited Liability Company UBI #: 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 Expiration First issua https:/Isecure.dor.wa.gov/gteunauth/—/#6 113 715/22, 10:53 AM Washington State Department of Revenue Endorsements held a License # Count Details Status Expiration 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 I HYNES, MARK ROGERS, ROBERT B. SEVERSON, PATRICK M. SMITH, ROBERT F. Registered Trade Names Registered trade names Status GOVDELIVERY, INC. Active GRANICUS Active First issued Jul-06-2007 Jun-02-2017 View Additional Locations https://secure.dor.wa.gov/gteunauth/_/#6 2/3 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 Contact us How are we doing? Take our survey! Don't see what you expected? Check if your browser is supported https://secure.dor.wa.gov/gteunauth/_/#6 3/3 Form "w 9 Request for Taxpayer Give Form to the (Rev. October 2018) 4 Identification Number and Certification requester. Do not Duapisrhnent of the Treasury send to the IRS. Internal Ravenna Service ► Go to www.lrs.gov1FormW9 for instructions and the latest information. Cl) a> m Q 0 y N O O O i a+ y C .` C o V E u a) a U) I m 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank, Granicus, LLC 2 Business name/dksregarded 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 instructions on page 3): ❑ Individual/sole proprietor or ❑ C Corporation ElS Corporation ElPartnership ❑ Trust/estate single -member LLC Exempt payee code (if any) ❑✓ Limited liability company. Enter the tax classification (C--C corporatlon, S=S corporation, P=Partnership) ► P 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 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 any) another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. L J Other (see Instructions) ► S Address (number, street, and apt. or suits no.) See Mst actions. 408 Saint Peter Street, Suite 600 6 City, state, and ZIP code MN 55102 7 List account number(s) here (optional) fMpl- m n —ft m Wain d artside me U.S.) Requester's name and address (aplbnsi) lRernit Payment to Address: Dept CH - Box 19634 Palatine, IL 60055.9634 Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid 1 Social security number _ backup withholding. For individuals, this is generally your social security number (SHowever, fora resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other m �� entities, It is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. or Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and I Employer I entifleadon rA nber Number To Give the Requester for guidelines on whose number to enter. F-T-1 I__T__F_F_r 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 codes) entered on this form (rf 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 nit required so sign the certification, but you must provide your correct TIN. See the instructions for Part 11, later. Sign Signature of Here I U.S. person ►� Date► Z { i►•l �ypz-z General Instructi[JTl$ f 1 • Form 1099-DIV (dividends, including those from stocks or mutual / funds) tl� Section references are to the In alai Revenue Code unless otherwise . Form 1099-MISC (various types of income, prizes, awards, or gross noted. proceeds) Future developments. For the latest information about developments . Form 1099-B (stock or mutual fund sales and certain other related to Form W-9 and its instructions, such as legislation enacted transactions by brokers) after they were published, go to www.irs.gov1Form1N9. • Form 1099-5 (proceeds from real estate transactions) Purpose of Form • Form 1099-K (merchant card and third party network transactions) An individual or entity (Form W-9 requester) who is required to file an • Form 1098 (home mortgage interest), 1098-E (student loan interest), information return with the IRS must obtain your correct taxpayer 1098-T (tuition) identification number (TIN) which may be your social security number • Form 1099-C (canceled debt) (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number •Form 1099-A (acquisition or abandonment of secured property) (EN), to report on an information return the amount paid to you, or other Use Form W-9 only if you are a U.S. person (including a resident amount reportable on an information return. Examples of information alien), to provide your correct TIN. retums include, but are not limited to, the following. Ifyou do not return Form W-9 to the requester with a TIN, you might • Form 1099-INT (interest earned or paid) be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 10-2018) A�a►x� CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 10:20/2u22 5/31/2022 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 Lockton Insurance Brokers, L.LC CONTACT NAME: _ CA License #-OF] 5767 PHONE FAX AjC- No. E; lft We, No): Three Ernbarcadero Center, Suite 600 E-MAIL Sall Francisco CA 94111 ADDRESS: (415) 568-4000 INSURER %AlPfORUTNG COVERAGE NAIC # INSURER A: National Fire Insurance Co of Hartford 20478 INSURED Granicus. L:LC wsI1RmliiValley- Fo .Insurance Com Inv 20508 tNSURERC:The ContinenTai Insurance Company an 35289 1428953 1999 Broadway INSURER O : Columbia Cawalty Company 31127 Denver CO 80202 INSURER E : American Casualty Company of Reading, PA 20427 INSURER F : COVERAGES GRAJN01 CERTIFICATE NUMBER: 1.8584245 REVISION NUMBER: X,`h}i;jCJCXX 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. 7NSR TR 11760LSET9'iZ TYPE OF INSURANCE POLICY NUMBER POLICY EFF j POLICY EXP LIMITS lYY )QJYYYYI A COMMERCIAL GENERALLIABILITY � �� � N � 6043664103 I O/20/2031 1(1/_0/2022 EACH OCCURRENCE � S 1 000 000 $ 1,000,000 CLAIMS -MADE X OCCUR I DA _ PRLM..ISESO(Ea Dccurrenctl I S 15,000 MED EXP tlIny one P6rson) I S 1,000.000 PERSONAL & ADV INJURY S 7 000 000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE POLICY X JE� LOC PRODUCTS - COMP/OP AGG S 2,000,000 $ nT1•Ira: I I B AUTOMOBILE LIABILITY N N 6043664084 10/20/2021 10/20/2022 EOa aB ilxriSlN EE LIMIT S ] _000 000 S VX�k��' ANY AUTO 1 BODILY INJURY (Per person) S XXXXXi��i � OWNED SCHEDULED AUTOS ONLY AUTOS - BODILY INJURY (Per accident) • HIRED NON -OWNED PROPERTY DAMAGE S ������� AUTOS ONLY AUTOS ONLY , (Pf alxldent) s xxxxxxY X .0 om S 10(1 D& Coll S A00 d UMBRELLA LIAB OCCUR NOTAPPLICABLE EACH OCrLlRRiENCE 5_XXJEMxX EXCESS LIAR CLAIMS -MADE j AGGREGATE 5 ii,xx". Xxx DED RETENTIONS S XXX)Lxxx C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY N 6043664067 (AOS 10./2012021 ' 10/20/2022 STATtfTf_�K � •_ S 1 .000 000 E ANY PROP RI ETOR!PARTN ER(EXECUTIVE YIN 1 604-3,664070 (CA) 1 0,'20 2021 10 2012022 E.L EACH ACCIDENT OFFICER%trtEA1BER EXCLUDED? I NJ N / A '_ 1 (Mandatory in NH) E.L, 13ISEA5E - EAEhtFLOYCEI S 1,000,0010 If yes, describe under 1 DESCRIPTION OF OPERATIONS below C.C. DISEASE - POLICY LIMIT I S 1 .000 000 D Professional Liab/Tech N N 5%722177 12/15-'2021 12/15/2022 55�1 E&OICpber Liab I DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of 1=cdcral Way is an Additional Insured with respect to liability arising out of the opera lions of the insured and to the extent provided by the policy language or endorsement issued or approved by the insurance carrier. Insurance provided to Additional Insured is primary and non-contributory is per the attached endorsements or policy Ialiguag,c. CERTIFICATE HOLDER CANCELLATION See Attaclinients 18584245 City of Federal Way 33 325 8t11 i�VC11UC SOUt11 Federal3325t1'av nu 9South 25 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 REPR E i171VE {j*jlA ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATfSb. All rights reserved. The ACORD name and logo are registered marks of ACORD