AG 24-005 - GRANICUSRETURN TO: TERRY SMITH EXT: 2550
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT./DIV: INFORMATION TECHNOLOGY
2. ORIGINATING STAFF PERSON: THOMAS FICHTNER EXT: 2547 3. DATE REQ. BY: ASAP
4. TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
El
IODDS AND SERVICE AGREEMENT HUMAN SERVICES / CDBG
EAL.ESTATEDOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL
e OTHER PROPOSAL and MASTER LICENSE AND SERVICES AGREEMENT
S. PROJECT NAME: AMANDA PLATFORM ANNUAL SUPPORT
6. NAME OF CONTRACTOR: GRANICUS
ADDRESS: CONTRACTS: 408 ST PETER STREET, SUITE 600, SAINT PAUL, MN, 55102 TELEPHONE 651-757-4154
E-MAIL: CONTRACTS@GRANICUS.COM FAX:
SIGNATURE NAME: TITLE
7. EXHIBITS AND ATTACHMENTS:19 SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
8. TERM: COMMENCEMENT DATE:COMPLETION DATE: 12/31/2026
9. TOTAL COMPENSATION $ 185,023,38 (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑ YES N NO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED ®YES RDNO IF YES, $16,973.09 PAID BY: ❑ CONTRACTOR® CITY
RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED
8 PURCHASING: PLEASE CHARGE TO: 502-1100-046-518-86-414
10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED
❑ PROJECT MANAGER
IN DIRECTOR TF-11/14/23
❑ RISK MANAGEMENT (IF APPLICABLE)
A LAW JRC 11/16/23
11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE:
12. CO,>ffRACT SIGNATURE ROUTING
SENT TO VENDOR/CONTRACTOR DATE SENT: Z 2 DATE REC'D: I 03
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTI CA E, LICENSES, EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE
(Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.)
INITIAL / DATE SIGNED
❑ LAW DEPARTMENT
❑ SIGNATORY (MAYOR OR DIRECTOR)
❑ CITY CLERK 1A
❑ ASSIGNED AG# A # --00
COMMENTS:
2/2017
COUNCIL MEETING DATE: December 5, 2023 ITEM #: _ _ 6 e
CITY OF FEDERAL WAY
CITY COUNCIL
AGENDA BILL
SUBJECT: GRANICUS PROPOSAL AND MASTER LICENSE AND SERVICES AGREEMENT
POLICY QUESTION: Should Council authorize the Granicus Proposal and Master License and Services
Agreement for the AMANDA Platform annual support?
COMMITTEE: FEDRAC MEETING DATE: November 28, 2023
CATEGORY:
® Consent ❑ Ordinance ❑ Public Hearing
❑ City Council Business ❑ Resolution ❑ Other
STAFF REPORT BY: Thomas Fichtner, IT Director DEPT: Information Technology
Attachments: 1. Staff Report
2. Granicus Proposal and Master License and Services Agreement
Options Considered:
1. Approve the Granicus Proposal and Master License and Services Agreement.
2. Do not approve the Granicus Proposal and Master License and Services Agreement and
provide direction to staff.
MAYOR'S RECOMMENDATION: Option 1 /
MAYOR APPROVAL: II DIRECTOR APPROVAL:
Co i[[ee nrii �05 Initial/Date r
Ini[ia ate ini[�a11Da
COMMITTEE RECOMMENDATION: I move to forward the Granicus Proposal and Master License and Services
Agreement to the December 5, 2023 consent agenda for approval.
Comnfdtee Chair Co mittee Member 'C'om1pi4e Member
PROPOSED COUNCIL MOTION: "I move approval of the Granicus Proposal anO Master License and Services
Agreement, for the AMANDA Platform annual support, for a total 3-year amount not to exceed $185, 023.38. "
(BELOW TO BE COMPLETED BY CITY CLERK'S OFFICE)
OUNCiL ACTIO j
APPROVEi24t� J
COUNCIL BILL #
❑
DENIED
First reading '
❑
TABLED/DEFERRED/NO ACTION
Enactment reading
❑
MOVED TO SECOND READING (ordinances only)
ORDINANCE #
REVISED
- 4/2019
RESOLUTION #
CITY OF FEDERAL WAY
MEMORANDUM
DATE: November 16, 2023
TO: City Council Members
VIA: Jiro Ferrell, Mayor
FROM: Thomas Fichtner, IT Director
SUBJECT: Granicus Proposal and Master License and Services Agreement
Financial Impacts:
The cost to the City for the Granicus Proposal Master License and Services Agreement for
the AMANDA Platform annual support is included within the approved 2023/2024 IT
Operations Budget. The Agreement is for a 3-year term and costs will be $58,593.43 (2024),
$61,523.08 (2025), and $64,906.87 (2026) for each respective year.
Background Information:
Granicus provides the City annual support for the AMANDA Platform. The AMANDA
Platform is a system utilized by the Community Development and Public Works departments
to track permitting for building and right-of-way projects within the City.
Historically, the AMANDA annual support was paid on a year-to-year basis. However,
Granicus is now requiring AMANDA annual support customers to have agreements spanning
multiple years. The agreement being proposed is for a 3-year term.
Rev. 7/ 1 S
DocuSign Envelope ID: 5EAE8CC8-D63F-4909-9A16-582C4EC9A19A
GRAN ICUS
THIS IS NOT AN INVOICE
Granicus Proposal for Federal Way WA
ORDER DETAILS
Prepared By:
Marilyn Fletcher
Phone:
Email:
marilyn.fletcher@granicus.com
Order #:
Q-301478
Prepared On:
14 Nov 2023
Expires On:
31 Dec 2023
ORDER TERMS
Order Form
Prepared for
Federal Way WA
Currency: USD
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of
performance.)
Period of Performance: 01 Jan 2024 - 31 Dec 2026
Order #: Q-301478
Prepared: 14 Nov 2023
Page 1 of 6
DocuSign Envelope ID: 5EAE8CC8-D63F-4909-9A16-582C4EC9A19A
G GRANICUS Order Form
Federal Way WA
PRICING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this
Proposal.
Renewing Subscription Fees
Solution
FrequencyNib
AMANDA Concurrent User License
Annual
32 Each
$16,173.44
Maintenance
AMANDA Batch Scheduler Module
Annual
1 Each
$3,000.00
Maintenance
AMANDA Conditions Management Module
Annual
1 Each
$3,376.17
Maintenance
AMANDA Enhanced Inspection Deficiency
Annual
1 Each
$3,855.65
Module Maintenance
AMANDA Enterprise Authentication
Annual
1 Each
$1,285.22
Adaptor Maintenance
AMANDA IVR Gateway Module
Annual
1 Each
$3,320.29
Maintenance
AMANDA Permit Module Maintenance
Annual
1 Each
$5,312.48
AMANDA Web Services Module
Annual
1 Each
$6,851.43
Maintenance
Amanda Legacy Extended Support
Annual
1 Each
$10,043.69
SUBTOTAL:
$53,218.37
Order #: Q-301478
Prepared: 14 Nov 2023
Page 2 of 6
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GRAN ICUS
FUTURE YEAR PRICING
Order Form
Federal Way WA
Solution(s)
Period of Performance -
01 Jan 2025 - 31 Dec 2025
01 Jan 2026 - 31 Dec 2026
AMANDA Concurrent User License Maintenance
$16,982.11
1 $17,916.13
AMANDA Batch Scheduler Module Maintenance
$3,150.00
$3,323.25
AMANDA Conditions Management Module
Maintenance
$3,544.98
$3,739.95
AMANDA Enhanced Inspection Deficiency
Module Maintenance
$4,048.43
$4,271.10
AMANDA Enterprise Authentication Adaptor
Maintenance
$1,349.48
$1,423.70
AMANDA IVR Gateway Module Maintenance
$3,486.30
$3,678.05
AMANDA Permit Module Maintenance
$5,578.10
$5,884.90
AMANDA Web Services Module Maintenance
$7,194.00
$7,589.67
Amanda Legacy Extended Support
$10,545.87
$11,125.90
SUBTOTAL:
$55,879.27
$581952.65
Order #: Q-301478
Prepared: 14 Nov 2023
Page 3 of 6
DocuSign Envelope ID: 5EAE8CC8-D63F-4909-9A16-582C4EC9A19A
GRANICUS
PRODUCT DESCRIPTIONS
Order Form
Federal Way WA
solufts
Descria
AMANDA Concurrent User
User license for accessing Amanda Platform.
License Maintenance
AMANDA Batch Scheduler
Scheduler to execute batch jobs including business logic and reports.
Module Maintenance
AMANDA Conditions
Property based Conditions tracking and enforcement in Permits.
Management Module
Maintenance
AMANDA Enhanced Inspection
Manage Code Books that govern inspections
Deficiency Module
Maintenance
AMANDA Enterprise
Single Sign -On features for backoffice users
Authentication Adaptor
Maintenance
AMANDA IVR Gateway Module
Adaptor to connect to external IVR systems.
Maintenance
AMANDA Permit Module
Case Management capabilities for Permitting cases.
Maintenance
AMANDA Web Services Module
Webservices APIs to build system integrations.
Maintenance
Order #: Q-301478
Prepared: 14 Nov 2023
Page 4 of 6
DocuSign Envelope ID: 5EAE8CC8-D63F-4909-9A16-582C4EC9A19A
GRANICUS
Order Form
Federal Way WA
TERMS & CONDITIONS
• This quote, and all products and services delivered hereunder are governed by the terms located at
Exhibit A attached hereto, including any product -specific terms included therein (the "Master License and Services
Agreement").
• If submitting a Purchase Order, please include the following language: The pricing, terms and conditions of quote
Q-301478 dated 14 Nov 2023 are incorporated into this Purchase Order by reference and shall take precedence
over any terms and conditions included in this Purchase Order.
• 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 Federal Way WA to provide applicable exemption certificate(s).
• Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate
the subscription.
Order #: Q-301478
Prepared: 14 Nov 2023
Page 5 of 6
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ORANICUS
Order Form
Federal Way WA
BILLING INFORMATION
Billing Contact: Purchase Order [ ] - No
Required? [ ] - 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-301478 dated 14 Nov 2023 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.
WA
Signature:
Name:
Title:
Date:
Granicus, LLC
!Signature:
Oac++pSig ned py,
F
H1i4
(Name: a�zd6F �sa�
Kimberly Ro
title: �contracts I
Date: 11/16/2023
Order #: Q-301478
Prepared: 14 Nov 2023
Page 6 of 6
DocuSign Envelope ID: 5EAE8CC8-D63F-4909-9A16-582C4EC9A19A
The Master License and Services Agreement (the "MLSA") is the governing document for the
entire relationship in the event of a Purchaser's entry into an Order.
The MLSA is the agreement between the parties of the terms that will govern future Orders. An
Order is the mechanism by which the parties agree to a single transaction/purchase of services
or scope of work, and any specific or special terms or information related to such. The MLSA
allows the parties to more quickly negotiate future Orders because they can rely on the strong
foundation of the MLSA for future business, so that the same terms need not be repetitively
negotiated, and the parties need only negotiate terms specific to each Order.
The MLSA specifies terms that will be consistent across all Orders, such as product warranties,
intellectual property ownership, dispute resolution, and the like. Each provision of software and
services is negotiated in an Order, and will contain project -specific information to specify the
specific provision of software and/or services, schedule, price, and the like.
The MLSA is not the same as an Order. The MLSA does not control the specifics such as hours or
the amount of payment. It does not address specific projects or jobs. If there is a conflict
between the terms of the MLSA, the Orders, and the Exhibits, the documents will govern in the
following order: (1) the Order, as to any matter that the MLSA expressly permits to be controlled
by a term of the Order, (2) the Exhibits, and (3) the MLSA.
G
GRANICUS
Exhibit A
MASTER LICENSE AND SERVICES AGREEMENT
This Master License and Services Agreement ("MLSA") is effective as of January 1, 2024 ("Effective Date") and is between the
Granicus entity defined in Section 1 below ("Granicus") and the government office, agency or other entity identified in an
Order (as defined below) as the purchaser (the "Purchaser").
TERMS AND CONDITIONS
1. DEFINED TERMS
The following words, when capitalized, have the meaning stated:
Agreement means, collectively, this MLSA, the Order(s), and any addenda, appendix, or exhibit attached to any of them, as
any of them may be amended pursuant to Section 18.4 (Amendments).
Granicus means: (i) if Purchaser is domiciled in the United States of America or any country other than Canada, Granicus LLC,
a Minnesota Limited Liability Company, or (ii) if Purchaser is domiciled in Canada, Granicus Canada Holdings, ULC, a British
Columbia Unlimited Liability Company.
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Deliverable means any work product to be delivered to Purchaser pursuant to an Order for Professional Services, as expressly
identified as a "Deliverable" in the applicable Order, provided that the term "Deliverable" shall never include the Software
and any modifications, enhancements, or upgrades thereto, or derivative works therefrom.
Delivery Date means, with respect to Purchaser Controlled Software, the date on which Granicus makes the Software and
enabling information available on Granicus' internet-accessible download site.
Documentation means any commercially available, general release version of any user manuals, administration guides,
installation guides, specifications, configuration guides, or reference architectures for the Products, whether in print or digital
form, issued by Granicus. The term "Documentation" does not include any FAQ, whitepapers, or marketing materials.
Enhancement means general release functional enhancements to the Software that Granicus includes as part of its standard
Software license offering without additional charge.
Go -Live Date means the date that the Software is accessible or useable in a production environment.
High -Risk Use means any use of the Software where any failure or fault of any kind (including any delay or error) may result
in death, personal injury, or severe physical or environmental damage, such as the operation of aircraft or other modes of
human mass transportation air traffic control systems, nuclear or chemical facilities, life support systems, medical equipment
or devices, motor vehicles, and weaponry systems.
Hosted Software Services means Granicus' provision of remote access via the Internet to a dedicated instance of the Software
hosted by Granicus, and Support for that dedicated instance.
Intellectual Property means any right recognized as intellectual property in any jurisdiction worldwide or any information or
materials eligible for recognition as intellectual property with the passage of time, filing of an application, or other event.
Examples of Intellectual Property include copyrights, trade secrets, patents, trademarks, service marks, trade names, trade
dress, moral rights, the right to make a governmental application to register or issue any of them, and the right to prosecute
an infringement action in respect of any of them.
Maintenance means Updates and Enhancements provided to Purchaser as part of a subscription for Hosted Services or as
part of an Order for Support.
Malware means viruses, spyware, adware, or other unauthorized code or information that is designed to interruptthe normal
use of the Software or the systems on which any part of the Software is installed, destroy or corrupt any data, or covertly
transmit information regarding Purchaser or the Users to a third -party.
Personal Data means any information about an identified or identifiable natural person that Purchasers, Purchaser Users or
Public Users provide to Granicus for storage or processing in connection with Services.
Product means, collectively, the Software, Support, and Hosted Software Services offered by Granicus on a general release
basis, and purchased by Purchaser under an Order.
Professional Services means certain implementation, configuration or customization services relating to the Software
provided by Granicus to Purchaser pursuant to the Agreement. "Professional Services" does not include Support.
Purchaser Controlled Software means Software licensed to Purchaser for installation on hardware owned or controlled by
Purchaser (which control may be effectuated through a contract with a third party hosting vendor or service), in accordance
with the applicable Order.
Purchaser Information means all information, data or other materials that Purchaser or Users provide to Granicus for storage
or processing in connection with Services, including Personal Data.
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Purchaser Third -Party Technology means any hardware, peripherals, components, devices, equipment, software, or other
technology that Purchaser uses in connection with the Software that is not provided to Purchaser by Granicus. Purchaser
Third -Party Technology includes technology that Granicus offers as a license reseller for the third party, but that is covered
by a separate end user license agreement between the third -party licensor and the Purchaser.
Public Users means the members of the public with whom Purchaser is authorized to interact under applicable statutes,
regulations, or other government authorization, such as individuals or businesses seeking permits or licenses.
Purchaser Users means Purchaser's personnel authorized by Purchaser to use the Software.
Service or Services means, collectively, Support, Hosted Software Services, Professional Services, and any other services
provided by Granicus to Purchaser pursuant to an Order.
Service Commencement Date means the date on which Granicus has completed implementation and enabled Purchaser's
remote administrative access to the deployed Hosted Software Services.
Software means the generally -available commercial release version of the Granicus software identified on a Purchaser's
Order, as such software may be updated from time to time by Granicus. "Software" does not include Purchaser Third -Party
Technology, but notwithstanding anything to the contrary in this Agreement, the term "Software" will be interpreted to
include third party technology that Granicus embeds or integrates into the generally -available commercial release version of
the Granicus software identified on a Purchaser's Order. For clarity, the term "Software" also includes all of the following:
(i) Updates, Enhancements, and other modifications to the applicable Granicus software; (ii) any application programming
interface or other control plane, dashboard, or other interface for the applicable Granicus software; (iii) any online portal for
the management of Purchaser's account for the applicable Granicus software; and (iv) any analytics or other tools provided
by Granicus for use with the Software or Services.
Support means technical assistance and Maintenance provided pursuant to Exhibit 6, Support Terms.
Update means bug fixes, error corrections, and minor changes to the Software.
Users means, collectively, Public Users and Purchaser Users.
2. ORDERS
2.1. General. Purchaser and Granicus m�a venter into one or more mutually -executed orders, statements of work, service
orders, or other transaction documents under this MLSA pursuant to which Purchaser will purchase Granicus
software licenses and related services (each, an "Order"). Except as specified in an Order, nothing in this MLSA
obligates Purchaser to purchase, or Granicus to provide, any licenses or services. Each Order is subject to the terms,
conditions, and restrictions stated in this MLSA.
2.2. Order for Professional Services. If an Order is entered into that contemplates the provision of Professional Services,
such Order will include, at a minimum, the following: (i) the name and contact information for Granicus' designated
project manager; (ii) the name and contact information for Purchaser's designated project manager; (iii) a
description of the services to be performed by Granicus; (iv) an identification of the Deliverables; (v) the fixed -price
or time and material fees for the Professional Services; (vi) the start date, expected delivery dates for Deliverables,
dates for any other milestones and the anticipated end date for the Professional Services ("Schedule"); (vii)
Purchaser's obligations and other requirements necessary for completion of the Professional Services; (viii)
acceptance criteria and testing plans (if applicable) for Deliverables relating to fixed -price Services ("Acceptance
Criteria"); and (ix) any other special terms that apply to the Statement of Work.
2.2.1. Change Orders. Purchaser may request changes to any Order for Professional Services by providing a written
request to Granicus. Upon such request, the parties shall negotiate in good faith on a change order to
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incorporate any changes requested and any appropriate changes to the Order for Professional Services,
including any appropriate changes to the schedule for performance or fees (each, a "Change Order"). No
Change Order will be binding unless it has been accepted in writing by both parties. For significant change
requests, Granicus may require Purchaser to pay Granicus' hourly time and materials rate for time spent to
evaluate the request and create a scope of work, provided that Granicus must obtain Purchaser's written
agreement prior to charging any fees for evaluation and scoping services.
2.3. No Other Software or Services. Granicus has no obligation to provide software or services to Purchaser other than
the Software and Services described in an Order. Any software or services provided by Granicus to Purchaser other
than the Software and Services described on an Order are provided AS IS and AS AVAILABLE with no representation
or warranty whatsoever.
3. SOFTWARE LICENSE
3.1. License. Subject to Purchaser's full compliance with the terms of the Agreement, Granicus hereby grants Purchaser
a limited, non-exclusive, non -transferable license to use the Software described in the applicable Order for
permitting, regulatory compliance, docket management, licensing, information requests, and other government
activities that the Purchaser is authorized by law to provide.
3.1.1. License Type. Unless the Order expressly states that the license granted with respect to any Software is
perpetual, Purchaser's license for all Software is a subscription license.
3.1.2. Restrictions on Users. Except as expressly authorized in the Agreement, Purchaser may not allow any person
to use the Software other than: (i) Public Users, and (ii) Purchaser Users, each subject to the terms of the
Agreement. Purchaser is responsible for the use of the Software in violation of the Agreement by any person
that Purchaser has authorized or allowed to use the Software.
3.1.3. General Restrictions. Purchaser may not: (i) use the Software for any High -Risk Use, (ii) reproduce, modify,
translate or adapt the Software or create any derivative works of the Software, (iii) reverse engineer, decode,
disassemble, or de -compile the Software or otherwise attempt to access or derive the source code or
architectural framework of the Software, (iv) remove any copyright, trademark, or other proprietary notices
that appear on or with the Software, (v) use, or permit any person to use, the Software for the purpose of
benchmarking or developing a competing software program or service, (vi) rent, lease, lend, sell or sublicense
the Software or otherwise provide access to the Software as part of a service bureau or similar fee -for -service
purpose, or (vii) use or transfer the Software in violation of any applicable law or regulation, such as export
control laws and regulations.
3.1.4. Territory Restrictions. Purchaser may only authorize Public Users to use the Software with respect to activities
subject to or related to Purchaser's jurisdiction. Purchaser may permit Purchaser Users to use the Software
from Purchaser's offices in Purchaser's jurisdiction, or remotely from the Purchaser User's home or other
location, subject to applicable export control laws and regulations.
3.2. Evaluation License. If Purchaser has been provided the Software for use on a "test," "evaluation," "lab," "NFR,"
"proof of concept," "temporary," or similar basis (an "Evaluation License"), then Purchaser's license term is as
stated in the Evaluation License, or if no term is stated, 30 days from the day the Software is provided to Purchaser
for installation, and Purchaser may use the Software only in a non -production environment for the purpose of
evaluating the Software for a production license. Additionally, any Software provided under an Evaluation License
is ineligible for any maintenance or support from Granicus during the term of the Evaluation License.
3.3. License Metric.
3.3.1. Per User. If the Software is licensed on a per -user basis, then Purchaser must pay a license fee for each
individual who has access to the administrative features of the Software (each a "Seat"). A seat may not be
4
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used by more than one individual. A seat may be transferred from one individual user to another provided
that the transfer is intended to be a permanent transfer and not a means of sharing a single seat. Purchaser
must require each individual to establish a unique log in name and password.
3.3.2. Concurrent Users. If the Software is licensed on a concurrent user basis, then Purchaser must pay a license
fee for each user wishing to access the Software on a simultaneous basis.
4. SERVICES AND SUPPORT
4.1. Professional Services. If an Order is entered into that contemplates the provision of Professional Services:
4.1.1. Acceptance Testing. Granicus shall provide each Deliverable to Purchaser for testing pursuant to the
Acceptance Criteria. If the applicable Order for Professional Services does not specify any such testing
procedure, the testing procedure in this Section 4.1.1 will apply. Upon Granicus' completion of a Deliverable,
Granicus shall provide the Deliverable to Purchaser for testing. If Purchaser determines that a Deliverable fails
to conform in any material manner to the Acceptance Criteria, Purchaser shall give Granicus written notice of
such non-conformance, specifying in detail the manner of non-conformance ("Notice of Deficiency"), within
five (5) days after Granicus provides the Deliverable to Purchaser for testing ("Testing Period"). If (i) the
Testing Period for a Deliverable concludes without Purchaser giving a Notice of Deficiency to Granicus, or (ii)
Purchaser puts any Deliverable "into production" (i.e. makes the Deliverable available for use in its own
production environment), then the Deliverable will be deemed accepted by Purchaser. In the event Purchaser
issues a Notice of Deficiency within the Testing Period, Granicus shall use commercially reasonable efforts to
resolve any non-conformance identified in the Notice of Deficiency and resubmit the Deliverable to Purchaser
for testing pursuant to this Section 4.1.1. If the applicable Order for Professional Services does not specify any
Acceptance Criteria, each Deliverable shall be deemed accepted unless Purchaser provides Granicus with
written notice that such Deliverable materially fails to meet the specifications for such Deliverable set forth in
the Order for Professional Services within five (5) days after Granicus provides such Deliverable to Purchaser,
in which case such Deliverable will be subject to the testing procedure set forth in this Section 4.1.1.
4.1.2. Purchaser's General Obligations. Purchaser must provide all of the resources and perform all of the tasks
assigned to it as described in any Order for Professional Services. Purchaser acknowledges that its failure to
meet its obligations under such an Order, or to otherwise provide all reasonable cooperation in connection
with Granicus' performance of the Professional Services, may result in delays and changes to the Schedule, a
reduction in the functionality of any Deliverables, and increases in the fees for such Professional Services. If
Granicus provides onsite Professional Services, Purchaser must provide a safe and suitable facility for the
performance of the Services, including facilities that comply with applicable laws, regulations and industry
standards for health, safety, and security. Purchaser must backup all software configurations and data that
Granicus personnel will access as part of the Professional Services before Granicus begins the Professional
Services and store the backup on a separate environment.
4.1.3. Policies. Granicus shall ensure that its personnel, while visiting Purchaser's facilities or accessing Purchaser's
network or other information systems, comply with Purchaser's reasonable, then -current health, safety and
security policies and procedures and other rules and regulations applicable to Purchaser's personnel at those
facilities or accessing such network or other information systems that have been communicated to Granicus
in advance.
4.2. Hosted Software Services. If an Order is entered into that contemplates the provision of Hosted Software Services,
Granicus will install the applicable Software on computing infrastructure managed by a third -party (the "Third -Party
Infrastructure"), which may be accessed remotely via the Internet using technology provided or approved in
advance by Granicus or the provider of such Third -Party Infrastructure.
4.2.1. Third -Party Infrastructure. Separate legal terms identified in the Order may govern Purchaser's use of the
Third -Party Infrastructure, including the Third -Party Infrastructure provider's acceptable use policy. Granicus
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makes no availability or other service level commitments for the Third -Party Infrastructure, except that it will
use commercially reasonable efforts to obtain any credit that may be due under the terms of the agreement
between Granicus and such Third -Party Infrastructure provider, if any, and will pass through any credit
received by Granicus to Purchaser. The pass -through commitment stated in this Section 4.2.1 constitutes
Purchaser's sole and exclusive remedies, and Granicus' sole and exclusive obligations, for any unavailability of
the Third -Party Infrastructure.
4.3. Support. Granicus will provide Support for the Software in accordance with the terms stated in the applicable Order
and in Exhibit B.
S. PURCHASER GENERAL OBLIGATIONS
5.1. Security. Purchaser must use reasonable security in connection with its use of the Software and Services, such as
requiring users to establish reasonably complex passwords, and using commercially available Malware scanning on
its own systems. The Software is designed to be configurable to Purchaser's specifications. Purchaser is responsible
for determining if the Software configuration chosen by Purchaser meets its security requirements.
5.2. Account Contacts and Access Control Lists. Purchaser shall update its account contacts and access control lists so
that they remain accurate at all times. Purchaser acknowledges that Granicus may act on the instructions of an
individual who is designated by Purchaser as having the authority to give the instruction in the Purchaser Support
Portal until Purchaser has removed the individual from that role using the means provided via the Support Portal.
5.3. Compliance with Law. Purchaser must use all Granicus software, services, technology or materials, including the
Software and the Services (the "Granicus Technology") in compliance with all applicable laws, rules, and
regulations, including:
5.3.1. Privacy Laws. Purchaser represents and warrants that it has given all required notices and obtained all
necessary consents for Granicus' use and disclosure of the Purchaser Information as required or permitted by
the Agreement.
5.3.2. Export Control Laws. Purchaser may not permit any person to access or use the Granicus Technology in a U.S.
or Canadian -embargoed country or in violation of any U.S., Canadian or other applicable export control law or
regulation, or in a manner that causes Granicus to be in violation of such laws or regulations, even if the use
is permitted by the laws applicable to Purchaser or Users. Each party represents that it is not on any restricted
persons'list maintained by the U.S., Canada, or any member of the European Union.
5.4. Specially Regulated Data. Purchaser may not use the Software or Services to process any protected personal health
information subject to U.S. "HIPAA" or "PIPEDA" regulations, any payment card data, or any other data subject to
a special regulatory or industry security requirement or specification.
6. FEES
6.1. Fees. Purchaser shall pay Granicus or the party designated in the Order the fees set forth in each applicable Order.
Fees are non-refundable except as expressly stated otherwise in the Agreement.
6.2. Expenses. With respect to any Order that is entered into that contemplates the provision of Professional Services,
Purchaser shall reimburse Granicus for its reasonable air and ground transportation, lodging, meals, and reasonable
incidentals (such as fees for Wi-Fi connections) incurred in performance of the Professional Services. Granicus will
provide receipts or other reasonably, customary evidence to support its expense invoices.
6.3. Taxes. All fees stated in the Agreement are exclusive of any sales, value added, use, excise, goods and services,
import/export duties and levies, and like transactions taxes ("Sales Tax"). Purchaser is solely responsible for paying
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all applicable Sales Tax. If Granicus has the legal obligation to collect any Sales Tax, Purchaser shall reimburse
Granicus upon invoice. If applicable law requires Purchaser to withhold any taxes from its payments to Granicus,
Purchaser shall promptly provide documentation of the withholding as reasonably requested by Granicus, including
documentation necessary to support Granicus' claim for any foreign tax withholding credit, and take reasonable
steps to minimize such payments.
6.4. Payments. Fees are due thirty (30) days from invoice date. Fees must be paid in U.S. Dollars unless (i) Purchaser is
domiciled in Canada, in which case fees must be paid in Canadian Dollars or (ii) another currency is stated in the
Order. Unless otherwise agreed, Purchaser must establish and maintain authorizations necessary for Granicus to
collect its invoices via ACH. Granicus may charge interest on overdue amounts at the lesser of 1.5% per month or
the highest rate permitted under applicable law. If any payment is more than fifteen (15) days past due, Granicus
may suspend all or any part of the Services, begin legal collection efforts, or both. Granicus may charge Purchaser
a reasonable fee to reinstate its Services after a suspension. Purchaser shall be liable to Granicus for Granicus'
reasonable expense of collection, including court costs and attorneys' fees.
7. WARRANTY AND DISCLAIMERS
7.1. Software Warranty. Unless otherwise stated in the applicable Order, Granicus warrants that (i) Granicus shall use
commercially reasonable efforts to avoid introducing Malware to the Software or the systems on which the
Software is installed, and (ii) for ninety (90) days from the Go -Live Date, the general release version of the Software
initially provided to the Purchaser will conform to the applicable Documentation in all material respects. The
warranty period shall not be extended or renewed by the provision of any Support. As Purchaser's sole and exclusive
remedies, and Granicus' sole and exclusive obligations, for a breach of the warranty stated in this Section 7.1,
Granicus will repair or replace the non -conforming element of the Software, provided that if repair or replacement
is not commercially feasible, then Granicus may terminate the applicable Order and refund any related license fees
paid by the Purchaser to Granicus. Asa condition to the warranty remedy stated in this Section 7.1. Purchaser must:
(a) give notice to Granicus of the warranty breach during the warranty period or within 30 days after the end of the
warranty period; and (b) cooperate with Granicus' reasonable requests for information and assistance, including
information necessary to reproduce the defect. The warranty does not apply to the extent a non -conformity is due
to: (1) the Purchaser's failure to comply with the installation, operation, environmental, and other requirements or
specifications stated in the Agreement or the Documentation; (2) fire, flood, or other casualty; (3) any configuration
or implementation of the Software deviating from the guidance or specifications set forth in the applicable
Documentation implemented by the Purchaser or implemented by Granicus at Purchaser's request; or (4) the
interoperation between the general release version of the Software and any custom modules or Purchaser Third -
Party Technology.
7.2. Services Warranty. Granicus warrants that it will provide Services in a professional manner through appropriately
trained personnel, using generally -accepted industry standards and practices. As Purchaser's sole and exclusive
remedies, and Granicus' sole and exclusive obligations, for a breach of the warranty stated in this Section 7.2,
Granicus will correct or re -perform the deficient Services, provided that if correction or re -performance is not
commercially feasible, then Granicus may terminate the applicable Order and refund any fees paid by the Purchaser
to Granicus for the applicable Service. As a condition to the warranty remedy stated in this Section7_2, Purchaser
must: (a) give notice to Granicus of the warranty breach within 30 days after completion of the applicable portion
of the Services; and (b) cooperate with Granicus' reasonable requests for information and assistance. The warranty
does not apply to the extent any non -conformity arises from: (i) any specifications, code, diagnostic or other tools,
or any other materials provided by Purchaser; (ii) the integration, operation, modification, or use of the Services in
any manner not explicitly authorized by Granicus, and (iii) any changes to the network environment after the
Services were rendered.
7.3. Foreign Corrupt Practices Act. Each party represents, warrants and covenants that: (i) in connection with the
Agreement, it has not and will not make any payments or gifts or any offers or promises of payments or gifts of any
kind, directly or indirectly, to any official of any government or any agency or instrumentality thereof, and (ii) it
shall comply in all material respects with the U.S. Foreign Corrupt Practices Act, the Canadian Corruption of Foreign
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Public Officials Act, and any other applicable law or regulation relating to anti -corruption or transactions with
foreign nationals.
7.4. Disclaimers. ALL PRODUCTS AND SERVICES PROVIDED BY GRANICUS UNDER THE AGREEMENT ARE PROVIDED "AS
IS" AND "WITH ALL FAULTS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, GRANICUS EXPRESSLY DISCLAIMS
ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND (EXCEPT AS SET FORTH IN SECTION 7), EXPRESS OR
IMPLIED, INCLUDING: (i) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
OR NON -INFRINGEMENT; (ii) ANY WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR
OTHERWISE; AND (iii) ANY WARRANTY WITH RESPECT TO THE QUALITY, ACCURACY, CURRENCY OR COMPLETENESS
OF THE PRODUCTS AND SERVICES PROVIDED UNDER THE AGREEMENT, OR THAT USE OF SUCH PRODUCTS AND
SERVICES WILL BE ERROR -FREE, UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEETTHE REQUIREMENTS
OF CUSTOMER OR ITS USERS.
7.5. No High -Risk Use. THE PRODUCTS AND SERVICES PROVIDED UNDER THE AGREEMENT ARE NOT FAULT -TOLERANT
OR DESIGNED OR SUITABLE FOR HIGH -RISK USE. USE OF ANY SUCH PRODUCTS OR SERVICES IN CONNECTION WITH
ANY HIGH -RISK USE IS STRICTLY PROHIBITED, AND PURCHASER AND USERS BEAR SOLE RESPONSIBILITY FOR ANY OF
THEIR HIGH -RISK USE.
8. UNSUPPORTED SOFTWARE AND SERVICES; PRE-RELEASE TECHNOLOGY
8.1. Unsupported Software and Services. If Purchaser requests a non-standard configuration or implementation of that
Software or Services, Granicus may designate such Software or Services as "non-standard," "unsupported," or a
similar designation (collectively "Unsupported" Software or Services). Unsupported Software and Services are not
covered by warranties, service level agreements, security commitments, maintenance or support commitments, or
indemnities, and may not be used to process or store Personal Data. Unsupported Software and Services are
provided AS IS, AS AVAILABLE and WITH ALL FAULTS, with no representation or warranty whatsoever. Granicus
expressly disclaims all liability for any loss or damage arising from Purchaser's use of any Unsupported Software or
Services.
8.2. Pre -Release Technology. Granicus may invite Purchaser to use services or functionality which are designated as
test, beta, pilot, limited release, developer preview, non -production, evaluation, or other similar description ("Pre -
Release Technology"). Pre -Release Technology shall be considered Unsupported Software or Services. Granicus
may discontinue Pre -Release Technology at any time in its sole discretion and delete all Purchaser Information
associated with the Pre -Release Technology.
9. INTELLECTUAL PROPERTY
9.1. Purchaser IP. Purchaser retains all right, title, and interest in and to the Purchaser Information and all related
Intellectual Property, including the content of reports and other output generated by Purchaser by using the
Software or Services, and any modifications to the Purchaser Information that result from the use of the Software
or Services. Granicus may use Purchaser Information solely for the purpose of providing Software and Services in
accordance with the Agreement.
9.2. Deliverables
9.2.1.Ownership. Each Deliverable shall be deemed specially commissioned by Purchaser and considered "work
made for hire" as that term is defined in the United States Copyright Act. The parties agree that Purchaser is
and shall be considered the author of each Deliverable and shall at all times be the sole owner of all rights,
title and interest (including all Intellectual Property) in and to all Deliverables. If and to the extent that any
jurisdiction fails to deem any Deliverable a work made for hire owned by Purchaser, then Granicus hereby
irrevocably assigns to Purchaser all rights, title and interest (including all Intellectual Property) in and to such
Deliverable. To the extent that any of Granicus' rights in any Deliverable, including any moral rights or similar
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rights, are not capable of assignment under applicable law, Granicus hereby irrevocably and unconditionally
waives all enforcement of such rights against Purchaser.
9.2.2. Granicus-Owned Materials. Notwithstanding Section 9.2.1, Purchaser acknowledges and agrees that
Deliverables may include Granicus-Owned Materials. "Granicus-Owned Materials" means, with respect to any
Order for Professional Services, any Intellectual Property that: (i) Granicus owned prior to the effective date
of such Order for Professional Services; (ii) Granicus creates or acquires, or is created on behalf of Granicus,
independent from any Professional Services under the applicable Order for Professional Services; (iii) Granicus
creates or acquires, or is created on behalf of Granicus, in connection with Professional Services that consists
of general-purpose code, tools, libraries, modules, designs, scripts, templates, program listings, processes,
interfaces, methodologies or frameworks not created based upon any specific, proprietary specifications
provided by Purchaser; and (iv) any modification, improvement, adaptation, translation or derivative work
based upon any materials covered by the preceding clause (i), (ii) or (iii). Granicus retains sole ownership of
all rights, title and interest in and to all Granicus-Owned Materials (including all Intellectual Property therein).
To the extent that any Deliverables incorporate any Granicus-Owned Materials, Granicus hereby grants to
Purchaser a perpetual, worldwide, non-exclusive, royalty -free license to install, use, modify and reproduce
such Granicus-Owned Materials as part of such Deliverables, but only for the internal business purposes of
the Purchaser for permitting, regulatory compliance, docket management, licensing, information requests,
and other government activities that Purchaser is authorized by law to provide.
9.3. Granicus IP. Except as expressly set forth in Section 9.2. Purchaser acknowledges and agrees that Granicus and its
licensors own all right, title and interest (including all Intellectual Property) in and to the Software and Services and
any modifications, customizations, enhancements, or upgrades thereto, and derivative works therefrom.
9.4. Feedback. If Purchaser elects to provide or make available to Granicus any suggestions, comments, ideas,
improvements or other feedback relating to the any of Granicus' existing or proposed products or services
("Feedback"), Purchaser hereby grants Granicus and its service providers a perpetual, irrevocable, worldwide,
royalty -free, fully -paid -up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt,
create derivative works from, publicly perform, publicly display, distribute, make and have made Feedback (in any
form and any medium) for any purpose, without credit or compensation to Purchaser.
9.5. Publicity; Use of Marks. Unless otherwise agreed in the Order, Purchaser agrees that Granicus may publicly disclose
that it is providing Software and Services to Purchaser and may use Purchaser's name and logo to identify Purchaser
in promotional materials, provided that Granicus does not state or imply that Purchaser endorses Granicus'
products or services.
9.6. General Reservation of Rights. Except for the rights and licenses expressly granted in the Agreement, each party
retains all right, title, and interest in and to its information and technology and all related Intellectual Property. The
parties agree that no license may arise by estoppel or course of conduct.
9.7. Restricted Rights Notices. This Section 9.7 applies to access to or use of the Software by a branch or agency of the
United States Government. The Software and Documentation consist of "commercial computer software" and
"commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 and qualifies as
"commercial items" as defined in 48 C.F.R. 2.101. The Software and Documentation are provided to the United
States Government: (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48
C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the
policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. The United States Government shall acquire only those
rights set forth in the Agreement with respect to the Software and Documentation, and any access to or use of the
Software or Documentation by the United States Government constitutes: (a) agreement by the United States
Government that that the Software and Documentation are "commercial computer software" and "commercial
computer software documentation" as defined in this Section 9.7; and (b) acceptance of the rights and obligations
herein.
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10. PURCHASER THIRD -PARTY TECHNOLOGY
10.1. Disclaimers. The Software or Services may be used with Purchaser Third -Party Technology. Purchaser Third -Party
Technology is used, acquired, or licensed by Purchaser on separate terms between the Purchaser and the third -
party. Purchaser Third -Party Technology is not "Software" or "Services" under the Agreement and is Unsupported
as provided in Section 8. Subject to the express warranty in Section 7, any use of Purchaser Third -Party Technology
and any technical assistance provided by Granicus in connection with the interoperation of Purchaser Third -Party
Technology with the Software and Services is provided AS IS and AS AVAILABLE.
10.2. Purchaser -Provided Licenses. If Purchaser uses any Purchaser Third -Party Technology for use in connection with
the Software or Services, Purchaser represents and warrants to Granicus that Purchaser has secured all necessary
rights for Granicus to use such Purchaser Third -Party Technology.
10.3. Referrals to Third -Party Service Providers. As a convenience to Purchaser, Granicus may identify unaffiliated third
parties who perform technology management, migration, or other services useful to Purchaser. Granicus does not
endorse any third party, and makes no representation or warranty whatsoever regarding third parties it identifies
for Purchaser's consideration. Purchaser is solely responsible for investigating the third party's qualifications and
skills.
11. CONFIDENTIAL INFORMATION
11.1.Defined. "Confidential Information" means information disclosed by a party or its affiliates (the "Discloser"), to
the other party or its affiliates (the "Recipient"), identified in good faith by the Discloser as being confidential or
proprietary, or information that, under the circumstances, should reasonably be understood to be confidential or
proprietary, regardless of the form or manner in which it is disclosed, and regardless of whether the information is
marked or designated as confidential. Confidential Information shall include the terms and conditions of the
Agreement, the source code and architectural framework of the Software, API specifications, data files and
structures, information relating to future releases of the Software and pricing information and business plans
provided by either party.
11.2.Use and Disclosure of Confidential Information. Recipient may not disclose Discloser's Confidential Information
except to Recipient's employees, and to third parties who need to know the information to perform Recipient's
obligations or exercise Recipient's rights under the Agreement, provided that all such employees and third -party
recipients must be bound by written confidentiality obligations covering the Confidential Information that are no
less stringent than those stated in the Agreement. Recipient shall not use the Confidential Information except as
necessary to the performance of its obligations or the exercise of its rights under the Agreement. Recipient will use
no less than reasonable care to protect the Confidential Information from unauthorized use and disclosure.
Recipient shall return or destroy the Confidential Information upon expiration or termination of the Agreement or
upon Discloser' earlier request, provided that Recipient may retain the Confidential Information as part of its
reasonable and customary records retention policies. Recipient is responsible for a breach of this Section 11 by its
agents or representatives.
11.3.Exceptions to Confidentiality Obligations. Recipient's obligations of confidentiality and limited use under the
Agreement shall not apply to Confidential Information that: (i) can be demonstrated to have been publicly known
at the time of Discloser's disclosure of such Confidential Information to Recipient; (ii) becomes part of the public
domain or publicly known, by publication or otherwise, not due to any unauthorized act or omission by Recipient;
(iii) can be demonstrated to have been independently developed or acquired by Recipient without reference to or
reliance upon such Confidential Information; (iv) is provided to Recipient by a third party who is under no obligation
to Discloser to keep the information confidential; or (v) is required to be disclosed by law, provided that Recipient
shall take reasonable actions to minimize such disclosure and promptly notify Discloser, to the extent permitted by
law, so that Discloser may take lawful actions to avoid or minimize such disclosure.
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12. SECURITY AND PRIVACY.
12.1.Security. On request, Granicus will make available to Purchaser its materials documenting Granicus' security
safeguards (the "Granicus Security Materials"). Purchaser acknowledges that the Granicus Security Materials are
sensitive Confidential Information of Granicus and may be viewed and distributed only within Purchaser's
organization on a need -to -know basis. PURCHASER ACKNOWLEDGES THAT GRANICUS IS NOT RESPONSIBLE FOR
ANY LOSS OR HARM SUFFERED BY PURCHASER OR A USER RESULTING FROM A SECURITY INCIDENT EXCEPT TO THE
EXTENT THE SECURITY INCIDENT RESULTS FROM GRANICUS'S MATERIAL FAILURE TO COMPLY WITH THE
SAFEGUARDS DESCRIBED IN THE GRANICUS SECURITY MATERIALS. Purchaser is responsible for determining if
GRANICUS's safeguards meet applicable regulatory standards and otherwise comply with Purchaser's security
requirements.
12.2. Privacy. Personal Data shall be considered Purchaser "Confidential Information" covered by the Granicus
commitments stated in Section 11. Granicus makes the following additional commitments regarding Personal Data:
(i) Granicus will provide Purchaser with access to the Personal Data, to the extent stored and maintained by
Granicus, as necessary for Purchaser to comply with applicable legal requirements for access, destruction, or
modification of the Personal Data at the request a data subject; and (ii) subject to applicable law and instructions
from relevant law enforcement agencies, Granicus will notify Purchaser in writing without undue delay if it discovers
that any Personal Data has been accessed, used, disclosed, destroyed, or corrupted other than as permitted by the
Agreement, will provide all information reasonably available to it regarding the reported event, and will cooperate
with Purchaser's reasonable requests to mitigate and remediate the event.
13. TERM AND TERMINATION
13.1.Term of MLSA. The "Initial Term" of this MLSA begins on the Effective Date and continues until the first anniversary
of the Effective Date. Upon expiration of the Initial Term, this MLSA will automatically renew for successive renewal
terms of one year each (each, a "Renewal Term"), until either party notifies the other of non -renewal at least 30
days before the expiration of the Initial Term, or then -current Renewal Term, as applicable. If any Order is in effect
at the time of the expiration or termination of this MLSA, then as it applies to such Order only, the term of this
MLSA will be extended until the expiration or termination of such Order, including any renewals of the Order.
13.2.Term of Order. The "Initial Order Term" is typically stated in each Order as "Period of Performance", but if no
Initial Order Term is stated in an Order the Initial Order Term of such Order is one year. Except as expressly provided
otherwise in an Order, the Order will automatically renew for consecutive renewal terms of the same length as the
Initial Order Term (each a "Order Renewal Term"), unless either party gives the other party notice of non -renewal
at least 60 days prior to the expiration of the Initial Order Term, or then current Order Renewal Term, as applicable.
13.3.Termination for Cause. Notwithstanding anything to the contrary, either party may terminate this MLSA or any
Order as follows: (i) upon written notice to the other party of a material breach of this MLSA or any Order by the
other party, which breach the other party does not cure within thirty (30) days after receipt of written notice of the
breach, but, where a breach affects only a particular Order, termination will be limited to that Order; or (ii) upon
written notice to the other party in the event the other party becomes insolvent or bankrupt; becomes the subject
of any proceedings under bankruptcy, insolvency or debtor's relief law; has a receiver or manager appointed; makes
an assignment for the benefit of creditors; or takes the benefit of any applicable law or statute in force for the
winding up or liquidation of such party's business. Notwithstanding the termination of this MLSA or any Order for
any reason, neither party will be relieved of any duty, obligation, debt or liability that arose or accrued prior to the
effective date of termination.
13.4.Termination for Convenience. Either party may terminate this MLSA for convenience at anytime without liability
to either party by giving thirty (30) days advance written notice.
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13.5.Obligations on Expiration, Termination. On expiration or termination of an Order: (i) all rights granted to Purchaser
under such Order immediately terminate, except that any perpetual licenses granted to Purchaser shall survive
unless the Order was terminated by Granicus for Purchaser's breach, (ii) Purchaser must immediately cease all use
of the Software and related materials and information, except for Software covered by a surviving perpetual license,
(iii) within seven (7) days of such expiration or termination, Purchaser must uninstall and destroy all Software and
related materials and information within its custody or control, except for Software covered by a surviving perpetual
license, and (iv) unless otherwise agreed in the applicable Order, all fees for any subscription license, Support, or
other Services fees for the remaining term of the Order are immediately due and payable.
13.6.Survival. The following provisions survive expiration or termination of this MLSA: Section 1 (Defined Terms), as to
any defined terms used in other surviving sections, Section 6 (Fees) as to any fees remaining unpaid at the time of
expiration or termination, Section 9 (Intellectual Property), Section 11 (Confidential Information), Section 12.1
(Privacy), Section 13.5 (Obligations on Expiration, Termination), Section 13.6 (Survival), Section 14
(Indemnification), Section 15 (Limitation of Liability), Section 16 (Records and Audit), Section 17 (Governing Law,
Disputes), and Section 18 (Miscellaneous), and any other provisions that by their nature are intended to survive
expiration or termination of the Agreement.
14. INDEMNIFICATION
14.1.By Granicus. Granicus will defend, indemnify and hold Purchaser harmless from and against all losses, liabilities,
damages and expenses including reasonable attorney fees (collectively, "Losses") arising from any claim or suit by
an unaffiliated third party that the Product or Deliverables, as delivered to Purchaser and when used in accordance
with this Agreement and the applicable Order, infringes a valid U.S. copyright or U.S. patent issued as of the date
of the applicable Order (a "Claim"). If the Product or Deliverables are subject to a claim of infringement or
misappropriation, or if Granicus reasonably believes the Product or Deliverables may be subject to such a Claim,
Granicus reserves the right, in its sole discretion, to: (i) replace the affected Product or Deliverables with non -
infringing functional equivalents; (ii) modify the affected Product or Deliverable to render it non -infringing; or (iii)
terminate this Agreement or the applicable Order with respect to the affected Product or Deliverable and refund
to Purchaser any prepaid fees for the then -remaining portion of the Order. Granicus will have no obligation to
indemnify, defend, or hold Purchaser harmless from any Claim to the extent it is based upon: (i) a modification to
the Product or Deliverable by anyone other than Granicus; (ii) a modification made by Granicus pursuant to
Purchaser's required instructions or specifications or in reliance on materials or information provided by Purchaser;
(iii) combination with the Products or Deliverable with non-Granicus software or data; or (iv) Purchaser's (or any
authorized user of Purchaser) use of any Products or Deliverables other than in accordance with this Agreement.
14.2. Reserved.
14.3. Procedure. To the extent permitted by applicable law, Granicus will have control of the defense and reserves the
right to settle any Claim. Purchaser must notify Granicus promptly of any Claim and provide reasonable cooperation
to Granicus, upon Granicus' request and at Granicus' 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 indemnified party's prior consent. Purchaser may elect to
participate in the defense of any claim with counsel of its choosing at its own expense.
14.4.Sole Remedy. This Section 14 sets forth Purchaser's sole and exclusive remedy, and Granicus' entire liability, for
any Claim that the Products, Deliverables or any other materials provided by Granicus violate or infringe upon the
rights of any third party.
15. LIMITATIONS ON LIABILITY
15.1. LIMITATION OF LIABILITY. EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE
LAW, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR ANY: (1) SPECIAL, INDIRECT, PUNITIVE,
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INCIDENTAL, OR CONSEQUENTIAL DAMAGES; OR (II) LOSS OR DAMAGE TO DATA, LOST PROFITS, SALES,
BUSINESS, GOODWILL OR ANTICIPATED SAVINGS, WHETHER AN ACTION IS IN CONTRACT OR TORT (INCLUDING
NEGLIGENCE) AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN NO EVENT, EXCEPT FOR PURCHASER'S OBLIGATIONS TO PAY AMOUNTS DUE
UNDER THE ORDER, OR GRANICUS' INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 14
(INDEMNIFICATION), WILL EITHER PARTY'S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS ARISING IN
CONNECTION WITH THIS AGREEMENT (IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE) EXCEED
THE AMOUNT OF FEES PAID BY PURCHASER TO GRANICUS IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE
DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM. HOWEVER, IF PURCHASER
HAS PAID NO FEES UNDER THE TERMS OF AN ORDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE
OF THE INCIDENT GIVING RISE TO THE CLAIM, THE AGGREGATE LIABILITY OF GRANICUS TO PURCHASER FOR SUCH
CLAIM SHALL NOT EXCEED FIVE THOUSDAND DOLLARS ($5,000).
16. RECORDS AND AUDIT
16.1. Records. Purchaser must keep complete and accurate records for at least three (3) years following date to which
they pertain showing the location where each copy of the Software has been installed or stored, and the relevant
information necessary to verify its compliance with the license metric (such as users, transactions, number of
servers, CPUs, etc.) and with the terms of the Agreement.
16.2.Audit. Granicus may audit Purchaser's applicable records described in Section 16.1 provided that: (i) it gives
Purchaser reasonable advance notice of the audit and conducts the audit without undue interference to Purchaser's
operations; and (ii) it conducts an audit no more than once per 12 months unless it discovers non-compliance.
Alternatively, Granicus may require Purchaser to conduct a self -audit on reasonable terms and provide an
attestation of Purchaser's officer or like official reporting the results. If an audit or certification reveals Purchaser's
use of the Software in excess of the applicable license metric, within ten (10) days Purchaser must pay the license
fees and any related support fees due with respect to such unlicensed use in accordance with the terms of the
applicable Order. If such unlicensed use exceeds the applicable license metric by 10% or more, Purchaser shall bear
the reasonable cost of the audit.
16.3.Compliance Features. The Software may include features that permit Granicus to monitor compliance with the
license terms or disable the Software in the event of non-compliance. Purchaser consents to the use of compliance
tools and agrees that Granicus is not responsible for any harm or damages resulting from Granicus' disablement of
the Software in the event of a license breach by Purchaser.
17. GOVERNING LAW; DISPUTES
17.1. Governing Law and Venue.
17.1.1. If Purchaser 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 Purchaser 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 Purchaser is a private or commercial entity, this
Agreement will be governed by the laws of the state of New York, without reference to the state's conflict of
law principles, with exclusive jurisdiction of the state and federal courts located in the borough of Manhattan,
New York, New York.
17.1.2. If Purchaser 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.
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17.1.3. Exclusion of UN Convention and UCITA. The terms of the United Nations Convention on Contracts for the
Sale of Goods are expressly and entirely excluded from application to the Agreement. The Uniform Computer
Information Transactions Act (UCITA) is expressly and entirely excluded from application to the Agreement
regardless of when or where adopted.
17.2. Waiver of Jury Trial. To the extent permitted by applicable law, each party waives the right to a trial by jury in
respect of any litigation arising out of the Agreement and the parties' activities relating to the Agreement.
17.3. Recovery of Expenses.
17.3.1. The prevailing party in any action or proceeding relating to the Agreement is entitled to recover reasonable
legal fees and costs, including attorney's fees.
17.3.2. Purchaser agrees that it shall reimburse Granicus' reasonable attorneys' fees and other expenses incurred
in connection with any third -party subpoena, warrant or other mandated disclosure related to Purchaser that
is unrelated to any claim between Purchaser and Granicus.
18. MISCELLANEOUS
18.1. Notice. Other than routine administrative communications, which may be exchanged by the parties via
email or other means, all notices, consents, and approvals hereunder will be in writing and will be
deemed to have been given upon: (i) personal delivery; (ii) the day of receipt, as shown in the applicable
carrier's systems, if sent via FeclEx, UPS, DHL, or other nationally recognized express carrier; (iii) the third
business day after sending by U.S. Postal Service, First Class, postage prepaid, return receipt requested;
or (iv) sending by email, with confirmed receipt from the receiving party. Either party may provide the
other with notice of a change in mailing or email address in which case the mailing or email address, as
applicable, for that party will be deemed to have been amended. The mailing and email addresses of the
Parties are as follows:
I Contracts I
408 St. Peter Street, Suite 600
Saint Paul, MN 55102
(651) 757-4154
contracts@granicus.com
Prarchow
ATTN:
/ hoA4s tQcAt &P,
Address:
333Z G-
FU 1n1A
62537�3� 25
Phone:
Email:
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tyoAdw1 KR y.,5.w
18.2.Assignment; Subcontractors. Neither party may assign the Agreement or any Order without the prior written
consent of the other party except to an affiliate or its successor as part of a corporate reorganization or a sale of
some or all of its business. Granicus may use its affiliates or subcontractors to perform all or any part of the Services,
but Granicus shall remain responsible under the Agreement for work performed by its affiliates and subcontractors
to the same extent as if Granicus performed the Services itself.
18.3.Interpretations. If there is a conflict between the terms of the Agreement, the documents will govern in the
following order: (1) the Order, as to any matter that the MLSA expressly permits to be controlled by a term of the
Order, (2) the Exhibits, and (3) the MLSA. For purposes of the Agreement: (i) the words "include," "includes," and
"including" are deemed to be followed b the words "without limitation" ii the word "or" is not exclusive; the
g V , (�•)
term "person" refers to any legal person and may mean a natural person (individual), a legally created person (such
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as an entity, trustee, or executor), or an entity (such as a corporation, partnership, or limited liability company). The
Agreement must be construed without regard to any presumption or rule requiring construction or interpretation
against the party drafting an instrument or causing any instrument to be drafted. The section headings are for the
convenience of the parties only and will not affect the interpretation of the Agreement. All technology provided
under the Agreement is licensed and not sold; any use of the term "sale" or like word means a sale of a license.
18.4.Amendments. The terms of the Agreement may only be amended by a written agreement signed by both parties
that expressly refers to the Agreement and the specific terms to be amended. The pre-printed terms of Purchaser's
purchase order or other business form are void and of no effect whatsoever.
18.5.Severability, Waiver. If any part of the Agreement is found unenforceable, the rest of the Agreement will continue
in effect, and the unenforceable part shall be reformed to the extent possible to make it enforceable and give
business efficacy to the Agreement. Each party may enforce its respective rights under the Agreement even if it has
waived the right or failed to enforce the same or other rights in the past.
18.6. Relationship Between the Parties. The relationship between Granicus and Purchaser established bythe Agreement
is solely that of independent contractors. Neither party is in any way the partner or agent of the other, nor is either
party authorized or empowered to create or assume any obligation of any kind, implied or expressed, on behalf of
the other party, without the express prior written consent of such other party.
18.7. No Third -Party Beneficiaries. Except as expressly stated otherwise, there are no third -party beneficiaries to the
Agreement.
18.8. Force Majeure. Neither party will be in violation of the Agreement if the failure to perform the obligation is due to
an event beyond its control, such as significant failure of a part of the power grid, failure of the Internet, natural
disaster or weather event, war, riot, insurrection, epidemic, strikes or labor action, terrorism, or other events
beyond such party's reasonable control.
18.9. Counterparts, Signatures. The Agreement may be signed electronically or in multiple counterparts, each of which
will be deemed an original, but all of which together will be deemed to be one and the same agreement. A signed
copy of the Agreement transmitted by facsimile, email, or other electronic means will be deemed to have the same
legal effect as deliver of an original signed copy of the Agreement.
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Exhibit B — Support
1. Support. Granicus will provide the Software maintenance and technical assistance in accordance with this Exhibit B.
2. Software Maintenance. Granicus will provide Purchaser with those Updates created by Granicus for general release, to
include extensions, modifications, drivers, service packs, service releases, application program plug -ins, applets and
adaptors.
3. All Licenses Must Be Supported. If Purchaser purchases Support in connection with any Software license it must
purchase Support for all licenses. If Purchaser add licenses during an annual Support period, Purchaser must purchase
additional Support entitlements to cover the additional licenses. If Purchaser wishes to purchase Support after a lapse,
it must purchase Support covering the lapsed period as well as the new term.
4. Term, Renewals. The initial Support term is stated in the Order, or if no term is stated, one (1) year beginning on the
Delivery Date with respect to Purchaser Controlled Software or the Service Commencement Date with respect to Hosted
Software Services, as applicable. On expiration of the initial term, Support will renew for consecutive renewal terms of
one (1) year each unless Purchaser or Granicus has given a notice of non -renewal at least thirty (30) days prior to
expiration of the initial term or then -current renewal term.
S. Fees. Support fees are non-refundable except as expressly provided in the Agreement. Granicus may increase the annual
fee for Support renewal by giving notice of the increase at least sixty (60) days prior to the first day of the renewal term.
In addition to any other remedies to which Granicus may be entitled under the Agreement, Granicus may suspend
Support during any period that the fees for Support are overdue.
6. Support Tools. Purchaser is not required to permit Granicus to use any remote access Support tools, but acknowledges
that a refusal will delay or impair the effectiveness of the Support.
7. Support Exclusions. GRANICUS HAS NO OBLIGATION TO PROVIDE SUPPORT FOR CUSTOM SOFTWARE OR
CONFIGURATIONS UNLESS OTHERWISE AGREED IN AN ORDER FOR PROFESSIONAL SERVICES. CALYTERA IS NOT
OBLIGATED TO PROVIDE SUPPORT WHERE THE REQUEST IS THE RESULT OF ANY OF THE FOLLOWING (THE "SUPPORT
EXCLUSIONS"), BUT MAY DO SO, AT ITS SOLE DISCRETION: (I) FAILURE TO IMPLEMENT ALL MAINTENANCE RELEASES
PROVIDED BY CALYTERA; (II) FAILURE TO USE THE SOFTWARE IN ACCORDANCE WITH THE APPLICABLE TERMS OF THE
SOFTWARE LICENSE, THE DOCUMENTATION, OR REASONABLE INSTRUCTIONS PROVIDED BY CALYTERA; (III)
ALTERATIONS OF THE SOFTWARE OR HOSTED SOFTWARE ENVIRONMENT BY PERSON OTHER THAN CALYTERA; OR (IV)
ANY PURCHASER ACTS, AS DEFINED IN THE MLSA. ANY CALYTERA SUPPORT PROVIDED IN CONNECTION WITH A SUPPORT
EXCLUSION IS PROVIDED "AS IS."
8. Support Policies
8.1 Granicus Support Portal. Purchaser may submit requests for support through the Granicus support portal accessible
at: support.granicus.com (the "Support Portal"). If the Support Portal is unavailable for any reason, Purchaser may
submit requests via e-mail here: support@sranicus.com.
8.1.1 Technical Contact. Purchaser may name up to two (2) technical contacts in the support portal. Purchaser may
change its technical contacts on 5 days prior written notice to Granicus. Granicus may respond to support
requests from individuals other than Purchaser's named technical contacts, but shall not required to do so.
8.2 Phone Support. Phone support is available at: 1-800-314-0147
8.3 Support Hours. Granicus Support is available Monday to Friday (excluding federal public holidays in the United
States or Canada) between 8:00 a.m. to 8:00 p.m. United States Eastern Time. Support personnel may also be
available on call or by appointment on days when Granicus offices are closed for holidays or outside of regular
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Granicus business hours; Granicus may charge additional fees for access outside of regular Granicus business hours.
Purchaser may submit support issues 24/7 via online support software and email.
8.4 Severity Levels. Granicus will provide problem diagnosis for the Software and, where possible, will supply
corrections for problems that Granicus diagnoses as defects in the Software. Granicus will use commercially
reasonable efforts to perform these services in a timely manner consistent with the urgency of the situation.
Incidents that can be characterized as defects are classified according to the following criteria:
8.4.1 Critical - A defect, for which there is no workaround immediately available, which affects the standard business
flow such that the business task cannot be accomplished on multiple workstations, for multiple projects. The
impact of the reported deficiency is such that Purchaser is unable to either use the Software or reasonably
continue work using the Software. Responses to Critical incidents will be made within two business hours by
return phone call.
8.4.2 Major - Important features of the Software are unavailable, but a workaround is available or non -essential
features of the Licensed Software are unavailable with no alternative solution. There is a significant impact to
Purchaser, but the software can be used to complete the standard business flow. Responses to Major incidents
will be made within four business hours by return phone call or via the Support Portal.
8.4.3 Medium - Important features of the Software are unavailable, but a'workaround is available or non -essential
features of the Software are unavailable with no alternative solution. The impact to Purchaser is the minimal
loss of operational functionality or implementation resources. Responses to Medium incidents will be made
within one business day by return phone call or via the Support Portal.
8.4.4 Minor - Defects that do not influence the business flow. The implementation or use of the Software by Purchaser
is continuing and there is no significant impact on productivity. Responses to Minor incidents will be made within
three business days by return phone call or via the Support Portal.
8.4.5 Purchaser must include in each request for support a reasonably detailed description of the issue, any Support
entitlement code, and a severity designation. Purchaser must provide de additional information reasonably
requested by Granicus, including information' necessary to re -produce any error or other issue.
8.5 Historic Version Support. Subject to the continued payment of maintenance fees, Granicus will provide support for
each major version for at least thirty-six (36) months from the date of its general release, and shall notify Purchaser
of the end of support date at least twelve (12) months in advance. Minor releases within each major version are
supported for the life of the major version.
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