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HomeMy WebLinkAboutAgreements/Contracts - Development ServicesGRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: Development Services REQUEST SUBMITTED BY: .Jim Anderson -Cook CONTACT PERSON ATTENDING ROUNDTABLE: Jim Anderson -Cook CONFIDENTIAL INFORMATION: DYES ®NO DATE:12/16/24 PHONE:2522 ®Agreement / Contract ❑AP Vouchers ❑Appointment / Reappointment ❑ARPA Related ❑ Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ❑ Budget ®Computer Related ❑County Code ❑Emergency Purchase El Employee Rel. ❑ Facilities Related []Financial ❑ Funds ❑ Hearing ❑ Invoices / Purchase Orders ❑ Grants — Fed/State/County ❑ Leases ❑ MOA / MOU ❑Minutes ❑Ordinances ❑Out of State Travel ❑Petty Cash ❑ Policies ❑ Proclamations A Request for Purchase ❑ Resolution ❑Recommendation El Professional Serv/Consultant ❑Support Letter ❑Surplus Req. ❑Tax Levies ❑Thank You's ❑Tax Title Property ❑WSLCB E�i���i����i�/��i��ii��ie���i������ii/.�%�i�vi�i%�i���i� SaaS Subscription and Service Agreement between Granicus and Development Services for the continued use of their permitting platform known as SmartGov. Contract amended to add a Transient Residence Module to manage this program - $9,818 increase to subscription (annually) If necessary, was this document reviewed by accounting? ❑ YES 0 NO ❑ N/A If necessary, was this document reviewed by legal? *1 YES ❑ NO ❑ N/A DATE OF ACTION: 21,231,21 APPROVE: DENIED ABSTAIN r D1: D2: D3: DEFERRED OR CONTINUED TO: WITHDRAWN: DEC 16 2024 4/23/24 I Docusign Envelope ID: 446645DA-9DE5-4A15-951E-7692E3CA5A95 OG G-RANICIJS THIS IS NOT AN INVOICE Granicus Proposal for Grant County., WA ORDER DETAILS Prepared By: Taylor Brodersen Phone: (814) 720-4368 Email: taylor.brodersen@granicus.com Order #: Q-386506 Prepared On: 18 Nov 2024 Expires On: 31 Dec 2024 ORDER TERMS Order Form Prepared for Grant County, WA Currency: USD Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Period of Performance: This Agreement shall become effective on the date it is awarded and will continue for 12 months. Client will have the option to renew this Agreement for 1 period (s) of 1 year each. Order #: Q-386506 Prepared: 18 Nov 2024 Page 1 of 8 Docusign Envelope ID: 44131345DA-91DE54A15-951 E-7692E3CA5A95 G GRAN ICUS PRICING SUMMARY Order Form Grant County, WA The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal. mm Solution Billing Fre uenc Quantity/Unit One -Time Fee Consulting Hours - Smartgov Upon Delivery 4 Hours $600.00 Project Management - SmartGov Upon Delivery 1 Each $90.00 SUBTOTAL: $690.00 _ Solution Billing Quantity/Unit Annual Fee Frequency SmartGov API Annual 1 Each $2,915.00 SUBTOTAL: $2, 915.00 Order #: Q-386506 Prepared: 18 Nov 2024 Page 2 of 8 Docusign Envelope ID: 44BB45DA-9DE5-4A15-951 E-7692E3CA5A95 G GRANICUS FUTURE YEAR PRICING Order #: Q-386506 Prepared: 18 Nov 2024 Order Form Grant County, WA Page 3 of 8 Docusign Envelope ID: 44BB45DA-9DE5-4A1 5-951 E-7692EKA5A95 G_R A N I CIJ S PRODUCT DESCRIPTIONS Order Form Grant County, WA Solution Description Consulting Hours - Smartgov Summary: Company will provide professional consulting services for Subscriber's SmartGov instance, a license and permit management software. Order #: Q-386506 Prepared: 18 Nov 2024 These professional services include a discovery meeting and consulting session(s) based the number of hours identified in the scoping process. This time can be used for multiple efforts including usage audit or customization assistance. In Scope: The items below will be considered in scope of this SOW: SmartGov Consulting Service Deliverables: Discovery meeting and consulting services delivered by Company. Acceptance Process: Discovery meeting has been completed. Consulting session(s) hav been delivered. Project Assumptions: The success of the implementation is dependent on the completion and full engagement of key stakeholders. Subscriber "no- shows" or cancellations, made less than 24 hours in advance, are subject to losing that session and will require the purchase of additional training hours or alternative learning arrangements. Subscriber Assumptions: There will be a single point of contact/project manager for the duration of the project. IT department is responsible for ensuring access to mobile devices, internet connections, email access, and web link access to the software such as white listing IP addresses as necessary based on consulting services purchased. Subscriber has up to five (5) business days to confirm deliverable acceptance. No response will be interpreted as acceptance. Company Assumptions: Company will not access any 3rd party systems for the purpose of exporting data. No third -party systems or software configuration is included in this service. No third -party systems or software training is included in this service. No API integration or development services are included in this service. Any services not explicitly included in this SOW are assumed to be out of scope. Invoicing: Subscriber will be billed 100% on completion of the service outlined in this SOW. 4 hours for configuration of Short-term rental registration application and associated feels). Page 4 of 8 Docusign Envelope ID: 44BB45DA-9DE5-4A1 5-951 E-7692E3CA5A95 G GRAN I CiJ S Order Form Grant County, WA Project Management - Project Management: Company Project Manager will act as an I extension SmartGo.v of the Subscriber's team and manage the implementation from start to finish. The Subscriber will have access to a personalized timeline which will be reviewed on a regular cadence. The Project Manager will partner with the Subscriber to coordinate all services, management of the project timeline, and help identify risks and/or issues. Project Management Services include: • Project planning and kickoff meetings. Project schedule developed and maintained according to the SOW tasks, deliverables, dependencies, and.resource, assignments. • Status reporting and coordination of status meetings, bi-weekly, or as required. • Schedule monitoring and scope management. • Risk Management planning to identify, analyze, and mitigate risks. • Action Item and decision tracking, as well as resolving and escalating issues. • Change control management and issue tracking. Company project resource management. * Verify product and .deliverable acceptance with Subscriber. * Facilitating transition to Support. 9 Company's Project Manager will serve as the single point of contact for the project related to this SOW. Order #: Q-386506 Prepared: 18 Nov 2024 Page 5 of 8 Docusign Envelope ID: 441313451DA-91DE54M 5-951 E-7692E3CA5A95 GR AN I CIJ S � SmartGov API Order #: Q-386506 Prepared: 18 Nov 2024 Order Form Grant County, WA SmartGov API includes standard REST API Endpoints with documentation. The following information can be requested from SmartGov: Case assignments: All inspections and code enforcement cases assigned to a person Contact, Parcel and Custom Details, Inspections, Associations, attached phofos,, documents, and plans on Permits, Licenses, Recurring Inspections and Code Enforcement Cases with additional information available for: - Permits - Contractor license status, conditions - Licenses - Activities, conditions - Code enforcement Cases - Workflow, Items, Violations, Citations Parcel information including Lat/Long, situs address and parcel number Contact information such as name, phone number, email, address The following information can be updated: All inspection.. information including assignment, requesting, scheduling, inspection status (pass/fail) and results and adding photos and notes Code enforcement case information including workflow, details, notes and attachments contact names, addresses,, emails, phone numbers, points of contact The following information can be created: Contacts Inspections, including creation of inspection actions, corrections and code references, notes Code enforcement case requests Code enforcement cases including violations, citations, details, workflow steps and inspections on the case Financial specific endpoints:Obtain fees due on licenses, permits, code enforcement cases and recurring inspections Apply payments to pending receipts Page 6 of 8 Docusign Envelope ID: 44BB45DA-9DE5-4A15-951 E-7692E3CA5A95 G GRANICUS Order Form Grant County, WA TERMS & CONDITIONS • This quote, and all products and services delivered hereunder are governed by the terms located at htti2s://granicus.com jlegal/licensing, including any product -specific terms included therein (the "License Agreement"). If your organization and Granicus has entered into a separate agreement or is utilizing a contract vehicle for this transaction, the terms of the License Agreement are incorporated into such separate agreement or contract vehicle by reference, with any directly conflicting terms and conditions being resolved in favor of the separate agreement or contract vehicle to the extent applicable. • If submitting a Purchase Order, please include the following language: The pricing, terms and conditions of quote Q-386506 dated 18 Nov 2024 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 Grant County, 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-386506 Prepared: 18 Nov 2024 Page 7 of 8 Docusign Envelope ID: 441313451DA-91DE54A15-951 E-7692E3CA5A95 G GRAN ICUS BILLING INFORMATION Billing Contact: dim Anderson -Cook Billing Address: � P.O. Box 37, Ephrata, WA 98823 Billing Email: hook@grantcountywa.gov Order Form Grant County, WA Purchase Order [X ] -No Required? [ ] -Yes PO Number: If PO required Billing Phone: (509) 754-2011 ext 2522 If submitting a Purchase order, please include the following language: The pricing, terms, and conditions of quote Q-386506 dated 18 Nov 2024 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. Granicus, LLC Signature: DocuSigned by .,E6QF7DAA9D3DA( Name: Alex Bern Title: contracts Date: 12/13/2024 Order #: Q-386506 Prepared: 18 Nov 2024 Page 8 of 8 Docusign Envelope ID: 4461345DA-91DE54A15-951E-7692E3CA5A95 GRAN I CIJ S THIS IS NOT AN INVOICE Granicus Proposal for Grant County., WA J Prepared By: Kyle Salonga Phone: (415) 599-3191 Email: kyle.salonga@granicus.com Order #: Q-386478 Prepared On: 18 Nov 2024 Expires On: ORDER TERMS Order Form Prepared for Grant County, WA Currency: US D Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Period of Performance: This Agreement shall become effective on the date it is awarded and will continue for 12 months. Client will have the option to renew this Agreement for 1 period (s) of 1 year each. Order #: Q-386478 Prepared: 18 Nov 2024 Page 1 of 6 Docusign Envelope ID: 44BB45DA-9DE5-4A15-951 E-7692E3CA5A95 G GRANICUS PRICING SUMMARY Order Form Grant County, WA The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal. / ---------------- Solution Billing Quantity/Unit One -Time Fee Frequency Address Identification - Setup and Configuration U Front p 1 Each 0.00 Address Identification - Online Training Up Front 1 Each $0.00 Custom API Integration - Setup and U Front p 1 Each $ 0.00 Configuration Custom API Integration - Online Training Up Front 1 Each $0.00 SUBTOTAL: $0.00 OWN - Solution Quantity/Unit Annual Fee Fre uenc Address Identification Annual 1 Each $6,903.00 Custom API Integration Annual 1 Each $0.00 SUBTOTAL: $6, 903.00 Order #: Q-386478 Prepared: 18 Nov 2024 Page 2of6 Docusign Envelope ID: 44BB45DA-9DE5-4A15-951 E-7692E3CA5A95 G GRANICUS FUTURE YEAR PRICING Order Form Grant County, WA o® Year 2 Address Identification $7,1 10.09 Custom API Integration $0.00 SUBTOTAL: $7,110.09 Order #: Q-386478 Prepared: 18 Nov 2024 Page 3 of 6 Docusign Envelope ID: 441313451DA-91DE54M 5-951 E-7692E3CA5A95 GRAN ICIJS Order Form Grant County, WA PRODUCT DESCRIPTIONS Solution Description Address Identification Our state-of-the-art software provides ongoing monitoring of short-term rental platforms including major platforms such as Airbnb, VRBO, Booking.com, and FlipKey. We continually review and update our software to align with the evolving state of the platforms to provide a comprehensive dataset. Our machine learning will cleduplicate all known Listings into unique Rental Units, where our identification team will provide owner contact information for further enforcement. This product includes: - Ongoing monitoring of all listings in your jurisdiction - Updating listing activity and details on a regular basis - Screenshot activity of every active listing - Deduplication of listings into unique Rental Units - Activity dashboard and map to monitor trends and breakdown of compliance. Address Identification - Setup Setup and configuration of the platform to facilitate the systematic and Configuration identification of the addresses and owner's contact information for short- term rentals located in a specific local government's jurisdiction. Note: The implementation timeline for Client is dependent on Granicus' receipt of all data from Client required to complete the services, including assessor data and registration files, in the format agreed upon by the parties prior to project kick-off. Any fees associated with the collection or receipt of required data will be borne by Client. Address Identification - Online Virtual training session with a Granicus professional services trainer. Training Custom API Integration - Setup Initial build and on -going maintenance of the API integration between Granicus' Host and Configuration Compliance database and SmartGov solutions. The one-way flow of registration data from SmartGov into Host Compliance at a regular cadence eliminates the needs for manual data uploads and ensures accurate, up-to-date compliance metrics. Order #: Q-386478 Prepared: 18 Nov 2024 Page 4 of 6 Docusign Envelope ID: 441313451DA-91DE54A15-951 E-7692E3CA5A95 CG GRAN ICUS Order Form Grant County, WA TERMS 8. CONDITIONS • This quote, and all products and services delivered hereunder are governed by the terms located at httgs://granicus.com/legal/licensing, including any product -specific terms included therein (the "License Agreement"). If your organization and Granicus has entered into a separate agreement or is utilizing a contract vehicle for this transaction, the terms of the License Agreement are incorporated into such separate agreement or contract vehicle by reference, with any directly conflicting terms and conditions being resolved in favor of the separate agreement or contract vehicle to the extent applicable. • If submitting a Purchase Order, please include the following language: The pricing, terms and conditions of quote Q-386478 dated 18 Nov 2024 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 Grant County, 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-386478 Prepared: 18 Nov 2024 Page 5 of 6 Docusign Envelope ID: 44BB45DA-9DE5-4A15-951 E-7692E3CA5A95 G GRAN ICUS Order Form Grant County, WA BILLING INFORMATION ' .-- /;:Misr%s:Grras.'i'.Gs�s'/i3frstf�/GN4.Gi'Y////fs9Sfy>rf/�sfC�sa�ifiP'sD/�//i6rsv�rr�iiY�/iii/i/ice//�9/�J//��/ifs/.cYy'yixY/i�'i//i///GL'xssr�.r•///�'srG�✓'f�si'.%sss�r�/�:sy�Yssrss;//�r_�r.•:.:s//..Y.raxxr�///�:;�iyssjs rr.�6�srs/.sC;�/i/i.6.L�rxsSs'issf�i.�r:�:�Ss'rx.!///.�.�iJ'/_w �9'rr r��/.S�///.x�i/, �i-„f .s�IG.Y�8Ys5TryJ's�""'..�.;`•:. s+:r r::, rr/.6yusr.Z'/.�i6�///�'�ryi/� Billing Contact: Purchase order [ X ] - No Jim Anderson -Cook Required?, ] -Yes es �Y/Sf//%////; ., .., rrr-.fir, . •r+zrzc;�rr. -'----• ""'. ;;,'--rnrzi>r; � -r/rG� -r .: _9rr�/�'.r��r;�rtiixrii�. . ., .+rr.rAr.�rrM� Billing Address: PC) Number: P.O. Box 37, Ephrata, WA 98823 If PO required Billing Email: Billing Phone: jcook@grantcountywa.gov (509) 754-2011 ext 2522 If submitting a Purchase Order, please include the following language: The pricing, terms, and conditions of quote 0-386478 dated 18 Nov 2024 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. Grant County, WA Signature: t�tf Name: Cindy Carte- - ------ ----------- -- Title: Chair Date: 2-23-21,41 Granicus, LLC Signature: Docusigned by: G;V ?�e4lry 0F7DAA9D3DAD473 Name: Alex Bern Title: Contracts Manager Date: 12/13/2024 Order #: Q-386478 Prepared: 18 Nov 2024 Page 6 of 6 Docusign Envelope ID: 44131345DA-91DE54A15-951 E-7692E3CA5A95 MASTER SaaS SUBSCRIPTION AND PROFESSIONAL SERVICES AGREEMENT This Subscription and Services Agreement ("Agreement") is effective as of the date an Order or SOW (as defined below) commences that references this Agreement ("Effective Date"), and is a contract between the party procuring Granicus Products and/or Services named in the Order or SOW ("Client") and Granicus, LLC, a Minnesota Limited Liability Company ("Granicus"). 1. DEFINITIONS IN addition to the terms defined elsewhere in this Agreement, the following terms have the following meanings: 1.1 "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. 1.2 "Content" means any material or data: (i) displayed or published on Client's website; (ii) provided by Client to Granicus to perform the Services; or(iii) uploaded into Products by Client or on Client's behalf. Content expressly excludes Granicus Data. 1.3 "Deliverable(s)" means any computer software, and related written documentation, reports or materials developed by Granicus as part of a Services engagement. 1.4 "Granicus Data" means data owned, generated or collected by Granicus separately from Content provided by Client, including data generated by use of the Products or personal information related to individuals who use the Products or Services, which is collected and used in accordance with applicable law and in conformance with publicly posted privacy policies. 1.5 "IP Rights" means all current and future worldwide statutory or other proprietary rights, whether registered or unregistered, including but not limited to, moral rights, copyright, trademarks, rights in designs, patents, rights in computer software data base rights, rights in know-how, mask work, trade secrets, inventions, domain or company names and any application for the foregoing, including registration rights. 1.6 "Malicious Code" means viruses, worms, time bombs, Trojan houses and other harmful or malicious code, files, scripts, agents or programs. 1.7 "Order" means a binding proposal, written order, or purchasing document setting forth the Products made available to Client under the terms of this Agreement either directly with Granicus or through an authorized third party reseller. 1.8 "Non-Granicus Applications" means online applications and offline software products that are provided by entities or individuals other than Granicus and are clearly identified as such, and that interoperate with the SaaS Subscription. 1.9 "Products" means the: (i) online or cloud subscription services; (ii) on premise software; (iii) embedded software; and (iv) Granicus Data, licensed to Client, and 000uaignEnvelope ID: 441313451DA-91DE54M5-95E-76e2e3cA5A95 hardware components purchased by Client under this Agreement, as applicable and as set forth in the Order or SOW; 1.10 "Party mrParties" means either Bnanioua, oawell os Client individually or collectively. 1.11 "ProfessionaL Services" means the labor or time and materials work that Client or Client's Affiliates purchase under onOrder. 1.12 °SaoS Subscription" means the software eoaservice ("0umS")products ordered by Client on an Order and made available by Granicus online via the customer Login [ink and/or other web pages designated by Granicus, including associated offLine components, as described in the User Guide. SaaS Subscription excludes Non- Granicus Applications. 1.18 "Third Party" means any entity or individual other than Granicus or Client. 1.14 "User Guide" means the online user guide for the SaaS Subscription, accessible via login, as updated from time totime. 1.15 "Umerm=means individuals who are authorized byClient touse the SaaS Subscription, for whom subscriptions have been ordered, and who have been supplied user identifications and passwords by Client (or by Granicus at Client's request). Users may include, but are not Limited to Client's employees, consultants, contractors and agents, and enyThirdPortyvvithwhich Client transacts business. 2. SamS SUBSCRIPTION AND PROFESSIONAL SERVICES 2.1 Provision of SamS Subscription. E>nsniouawill make the BoaSSubscription available to Client pursuant to this Agreement and the relevant Order during a subscription term. Client agrees that Client's purchases are not contingent on the delivery of any future functionality or features, and not dependent on any oral or written public comments made by Granicus regarding future functionality or features. 2.2 License to Products. Granicus hereby grants Client a non-excLusive, non- transferable license to access and use the Products identified in the Order during the Term set forth therein. In addition to the terms of this Agreement and the Order, product -specific License terms applicable to certain of the Products and Granicus Data can befound atvvvvvvGronicua.conm8eQaUUcenaing and are hereby incorporated into this Agreement byreference. 2.3 User Subscriptions. Unless otherwise specified in the Order, (i) SaaS Subscription are purchased as User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User subscriptions may be added during the subscription term ineffect mt the time the additional User subscriptions, are added, and (iii) the added User subscriptions will terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users only and cannot boshared orused bymore than one User but may bereassigned tonew Users replacing former Users who no Longer require ongoing use of the SaaS 2.4 Provision mfProfese|onmt Services. Gnaniouawill provide toClient the Professional Services specified on the Order. The Professional Services are cost estimates based ontime and materials basis ifostatement ofwork orpurchase order for continuation ofthe Professional Services iosigned bythe Parties. 3. USE OF THE SaaS SUBSCRIPTION 3.1 G:mnicus ResponsibiLities. Granicus will: (i) provide Granicus basic support for the SaaS Subscription to Client at no additional charge and (ii) use commercially reasonable efforts tomake the 3oaSSubscription available. 3.2 Support. Basic support and maintenance services provided to Client for Products ("Support") is included in the fees paid for the Gnsnicuo Product Subscription or maintenance during the term and will be provided inaccordance with the Service LeveiAgreement set forth o1 ww Appendix A).Gnenioummay update its support obligations under this Agreement, ao Long as the Level of support agreed to by the Parties is not materially diminished due tosuch modification. 3.3 CUant Responsibillities. Client will (i) be responsible for User's compliance with this Agreement, (ii)beresponsible for the accuracy, quality and Legality ofClient Data or Content submitted to the Products and the means by which Client acquired Client Data, (iii) use commercially reasonable efforts to re//prevent unauthorized access or use, and (iv) use the SaaS Subscription only in accordance with the User Guide and applicable Laws and government regulations, (v) validate for correctness eiioutput and reports; (vi)keeping all passwords secure and for all use ofthe Products through Client's sign incredentials; (vii)have sole responsibility for downloading and storing back-up files; (vii) provide any assistance reasonably required byGrenicustoperform the Services, including timely review ofplans and schedules for the Services; and (viii) be responsible for securing aLL Licenses for any Third Party technology. Client will NOT (e)make the Soo8Subscription available to anyone other than Users, (b) sell, resell, rent or Lease the SaaS Subscription to any Third Party, (c) use the SaaS Subscription to store or transmit infringing, Libelous, or otherwise unlawful or tortious material, or to store or,transmit material in violation of Third Party privacy rights, (d) use the SaaS Subscription to store or transmit Malicious Code, (e)interfere with ordisrupt the integrity orperformance of theSoaS Subscription or Third Party data contained therein, or attempt to gain unauthorized access to the SaaS Subscription or their related systems or networks. 4.1 Acquisition of Nmn-GmanicumProducts. GnanioueoraThird Party may from time to time make available to Client, Third Party products or services, including but not UrnitedtoNon-GnaniouoAppUcotionaondirnpiernentation'cuotornizotonondother conoubingeerv|cee.AnyeoquisitionbyCUentofNon-Gnsniouopnoduotoor services, and any exchange of data between Client and any Non-Granicus provider, is solely between Client and the applicable Non- Granicus provider. Granicus does 3 000uuignEnvelope ID: 44as45oA-9oem4A1m-9m E-7ee2E3cx5Ae5 not warrant orsupport Non- {3ronicuuproducts orservices, except aospecified in an Order. Subject to Section 4.3 (Integration with Non- Granicus Applications), purchase of Non- Granicus products is not required to use the SaaS Subscription exoeptforoaupportedcornputingdeWce,operakingoyatern'vvebbrovvoerond Internet connection. 4.2 Nmn-Gnmnh:uoAppUootionmand CUmnt Data. If Client installs or enables Non- Granicus Applications for use with SaaS Subscription, Client acknowledge that Granicus may allow providers of those Non-Granicus Applications to access Client Data as required for the interoperation of such Non-Granicus Applications with the SoeS8ubsoriptionm. Gnoniouswill not beresponsible for any disclosure, modification or deletion of Client Data resulting from any such access by Non- Granicus Application providers. The SaaS Subscription will allow Client to restrict such access by restricting Users from installing or enabling such Non-Granicus Applications for use with the SoaSSubscription. 4.3 Integration with Non~Gnmn|cumAppUcationm.The SoeSSubscription may contain features designed to operate with Non-Granicus Applications. To use such features, Client may be required to obtain access to such Non-Granicus Applications from their providers. If the provider of any Non-Granicus Application ceases to make the Non-GnaniouoApplication available for operation with the corresponding SamB Subscription features on reasonable terms, Granicus may cease providing such 8aaSSubscription features without entitling Client toany refund, credit, orother 5. Fees and Payment. 5.1 Fees. Client will pay all fees specified inall Orders. Except oeotherwise specified herein or in an Order, (i) annual fees or subscription fees are due upfront at the beginning ofeach annual Term and are based onBee8Subscriptions and/or Professional Services purchased, (ii) Service fees and one-time fees are due according to the billing frequency specified in each Order (iii) payment obligations are non -cancellable and fees paid are non-refundobke,and Uv the number ofUser subscriptions purchased cannot be decreased during the subscription term stated onthe Order. User subscription fees are based onannual periods that begin onthe subscription start date and each annual anniversary; therefore, fees for User subscriptions added in the middle of an annual period will be charged a prorated amount for the remaining subscription term. GXG Services are billed up front annually prior tothe then -current term. (o) For any Products or Services purchased in tiers, with volume caps, specified number of users, or other measured metrics, it is the Client's responsibility to purchase up to the level of use needed by Client. Any overage will be charged to Client otthe then -current rate for such tier orvolume, orthe rate set forth in Client's pricing arrangements with Granicus or Granicus reseLLers. Payment for Docusign Envelope ID: 441313451DA-91DE54A15-951 E-7692E3CA5A95 such overages must be made in the then -current term unless otherwise agreed to by the parties in writing. (b) Professional Service fees do not include travel, lodging or other expenses incurred by Granicus unless specified on the Order. Client will reimburse Granicus for all travel, lodging, communications, incidentals and other out-of- pocket expenses as they relate to the services rendered by Granicus to Client. 5.2 Invoicing and Payment. Granicus will invoice Client in advance for SaaS Subscription in accordance with the relevant Order. Granicus will invoice Client for Professional Services in accordance with the relevant Order on a monthly basis in arrears for time and materials engagements, or milestone basis as billed upon delivery of each milestone. Unless otherwise stated in the Order, invoiced charges are due net 30 days from the invoice date. 5.3 Overdue Payments. Granicus may apply interest at the interest rate established by the Washington State Legislature as provided in RCW 19.52.020, which is applicable to the period in which the amount becomes due until the amount is paid. 5.4 Suspension of SaaS Subscription or Professional Services. If any amount owing by Client under any agreement is 30 days' overdue, Granicus may, without Limiting Granicus other rights and remedies, accelerate Client's unpaid fee obligations so that all such obligations become immediately due and payable, and suspend Granicus SaaS Subscription or Professional Services to Client until such amounts are paid in full. A lapse in the Term of each Order or SOW will require the payment of a setup fee to reinstate the subscription. 5.5 Payment Disputes. Granicus will not exercise Granicus rights under Section 5.3 (Overdue Payments) or 5.4 (Suspension of SaaS Subscription or Professional Services) if Client is disputing the applicable charges reasonably and in good faith and are cooperating with diligently to resolve the dispute. 5.6 Taxes. Unless otherwise stated, aLL fees are exclusive of applicable state, Local, and federal taxes, which, if any, will be included in the invoice. It is Client's responsibility to provide applicable exemption certificate(s). For clarity, Granicus is solely responsible for taxes assessable based on Granicus income, property and employees. 5.7 Price Changes. Subject to any price schedule or pre -negotiated fees to which this Agreement or an Order may be subject, Granicus will provide notice of any price changes prior to the end of the current Term, which subject to Section 14.2, will become effective as of the next Renewal Term. Such notification may be made via Order, email, or invoice provided by Granicus. Renewals at the same volume amount will not increase more than ten percent (10%) over the prior year's fees. Purchases of additional Products will be at Granicus'then-current price and Licenses, subject to volume or transaction metrics, and will be reviewed annually prior to commencement of the Renewal Term, with fees adjusted to cover increases in Client's use. 5 000uuignEnvelope ID: 44eo45ox-9oso-4A15-oa 5.8 Cooperative Purchasing. Tothe extent permitted bylaw the terms ofthis Agreement may be extended for use by other municipalities, school districts and governmental agencies. Orders and SOWs entered into by such third parties are independent agreements between the third party and Granicus and do not affect this Agreement orany Order orSOW between Gnonicusand Client. 6. Proprietary Rights 6.1Resenvatimn of Rights lrSamS Subscription. Subject to the Limited rights expressly granted hereunder, Granicus reserve all rights, title, and interest in and to the GnanioueData, Products, including all related intellectual property and trademark rights. No rights are granted to Client other than as expressly set forth herein. 6.2 Restrictions. Client will not (i)permit any Third Party Loaccess the 8oa8 Subscription except as permitted herein or in an Order, (ii) create derivate works based on the SaaS Subscription, (iii) copy, frame or mirror any part or content of the SaaS Subscription, other than copying or framing on Client own intranets or otherwise for Client own internal business purposes, (iv)reverse engineer, decompiLe or otherwise attempt to derive source code, or (v) access the SaaS Subscription in order to (a) build a competitive product or service, or (b) copy any features, functions orgraphics ofthe Saa8Subscription. 6.3 Ownership. Granicus retains sole and exclusive ownership of, and all right, title and interest in and to the SaaS Subscription, the documentation User Guide, and modifications and all suggestions, ideas, improvements, feedback, evaluation materials, presentations, designs, technology, inventions, know how'works of authorship, software, specifications, and other materials, information and any other intellectual property made, developed, conceived or topmaoti practice by Granicus (whether alone, or jointly with Client) in the performance of this Agreement. 8.4 MentData. Subject tothe Limited rights granted byClient hereunder, Bmnicuo acquires no right, title or interest f rom Client or Client's Licensors under this Agreement in or to Client Data, including any intellectual property rights therein. Client grants to Granicus a non-excLusive license to use Client Data for the purposes ofperforming Gnanicuoobligations under this Agreement. 6.5 Granicus Protection of Ctient Data. Granicus will not receive ownership rights in Client Data. Gnonicuovviii maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Client Data. Granicus will not (a) modify Client Data, (b) disclose Client Data except as compelled by Law in accordance with Section 7.3 (Compelled Disclosure) or as expressly permitted in writing by Client, or (c) access Client Data except to provide the SaaS Subscription or Professional Services and prevent or address service or technical problems, (d) or at Client's request in connection with customer support matters. 9 Docusign Envelope ID: 44BB45DA-9DE5-4A15-951 E-7692E3CA5A95 6.6 Report Writer Software. Client acknowledge the SaaS Subscription Service utilizes ad hoc report writer software ("Ad Hoc") under license granted to Granicus by Third Party, which licenses Granicus the right to sublicense the use of the Ad Hoc as part of the Services to Client. Such sublicense is nonexclusive and solely for Client's internal use and Client may not further resell, re -license, or grant any other rights to use such sublicense to any Third Party. Client further acknowledge the Ad Hod licensing Third Party retains all right, title, and interest to the Ad Hoc and all documentation related to the Ad Hoc. All confidential or proprietary information of Ad Hoc licensing Third Party is Confidential information under the terms of this Agreement. 7. Confidentiality. 7.1 Definition of Confidential Information. "Confidential Information" means all confidential information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Client's confidential information will include, but not be limited to Client Data; Granicus Confidential Information will include, but not be limited to the SaaS Subscription; and Confidential Information of each Party will include the terms and conditions of this Agreement and all Orders, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. However, Confidential Information will not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. 7.2 Protection of Confidential Information. The Receiving Party (i) will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (ii) will not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (iii) except as otherwise authorized by the Disclosing Party in writing, will limit access to Confidential Information of the Disclosing Party to its Affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement. Neither party will disclose the terms of this Agreement or any Order to any Third Party other than its Affiliates and their legal counsel and accountants without the otherParty's prior written approval. 7.3 Compelled Disclosure. Intentionally Omitted. 7.4 Public Records. Notwithstanding provisions regarding confidentiality contained within this Agreement, both parties acknowledge that Grant County is required to comply with the Public Records Act, Chapter 42.56 RCW and Records Retention Law, Chapter 40.14 RCW, among other laws and rules governing disclosure and N Docusign Envelope ID; 44131345DA-91DE54A15-951 E-7692E3CA5A95 retention of public records. Anything herein inconsistent with such laws and rules is hereby superseded by this reference to the extent of the inconsistency. 8. Representations; Warranties and Disclaimers for SaaS Subscription and Professional Services 8.1 Representations. Each Party represents that it has validly entered into this Agreement and has the legal power to do so. 8.2 Granicus Warranties for SaaS Subscription. Granicus warrants that (i) the SaaS Subscription will perform materially in accordance with the User Guide, (ii) subject to Section 4.3 (Integration with Non-Granicus Applications), the functionality of the SaaS Subscription will not be materially decreased during a subscription term (iv) Granicus will not transmit Malicious Code to Client, provided it is not breach of this subpart, and (v) if Client or a User uploads a file containing Malicious Code into the SaaS Subscription and later downloads that file containing Malicious Code. For any breach of warranty above, Client's exclusive remedy will be as provided in Section 13.4 (Termination for Cause) and Section 13.6 (Refund or Payment upon Termination) below. 8.3 Granicus Warranties and Professional Services. Granicus warrants the Professional Services will be performed consistent with generally accepted industry standards. 8.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. GRAN ICUS DOES NOT WARRANT THAT PRODUCTS OR SERVICES WILL MEET CLIENT'S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. 9. Limitation on Warranties for Professional Services CLIENT MUST REPORT ANY DEFICIENCIES IN THE PROFESSIONAL SERVICES TO GRANICUS IN WRITING WITHIN THIRTY 30 DAYS OF COMPLETION OF THE PROFESSIONAL SERVICES IN ORDER TO RECEIVE WARRANTY REMEDIES. THE WARRANTY HEREIN IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 10. Exclusive Remedy for Professional Services For any breach of the above warranty, Client's exclusive remedy, and Granicus entire Liability, will be the re -performance of the Professional Services. If Granicus is unable to re - perform the Professional Services as warranted, Client will be entitled to recover the fees paid to Granicus for the deficient services. IN NO EVENT WILL GRANICUS BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM ANY PROFESSIONAL 0 Docusign Envelope ID: 44131345DA-91DE54A15-951 E-7692E3CA5A95 SERVICES PROVIDED HEREUNDER, INCLDUING BUT NOT LIMITED TO CLAIMS FOR LOST PROFITS OR OTHER ECONOMIC DAMAGAES. 11. Indemnification. 11.1 Granicus will defend, indemnify and hold Client 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 Products or Deliverables, as delivered to Client and when used in accordance with this Agreement and the applicable Order or SOW, infringes a valid U.S. copyright or U.S. patent issued as of the date of the applicable Order or SOW (a "Claim"). 11.2 To the extent permitted by applicable law, Granicus will have control of the defense and reserves the right to settle any Claim. Client 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. Client may elect to participate in the defense of any claim with counsel of its choosing at its own expense. 11.3 If the Products or Deliverables are subject to a claim of infringement or misappropriation, or if Granicus reasonably believes the Products or Deliverables may be subject to such a Claim, Granicus reserves the right, in its sole discretion, to: (i) replace the affected Products or Deliverable with non -infringing functional equivalents; (ii) modify the affected Products or Deliverable to render it non - infringing; or (iii) terminate this Agreement or the applicable Order or SOW with respect to the affected Granicus Product or Deliverable and refund to Client any prepaid fees for the then -remaining portion of the Order or SOW Term. 11.4 Granicus will have no obligation to indemnify, defend, or hold Client harmless from any Claim to the extent it is based upon: (i) a modification to the Granicus Product or Deliverable by anyone other than Granicus; (ii) a modification made by Granicus pursuant to Client's required instructions or specifications or in reliance on materials or information provided by Client; (iii) combination with the Products or Deliverable with non-Granicus software or data; or (iv) Client's (or any authorized user of Client) use of any Products or Deliverables other than in accordance with this Agreement. 11.5 This section sets forth Client'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. 12. Limitation of Liability 9 Docusign Envelope ID: 44131345DA-91DE54A15-951 E-7692E3CA5A95 12.1 Limitation of Liability. EXCEPT FOR GRAN ICUS' INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 11 (INDEMNIFICATION), NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) WILL EXCEED THE AMOUNT PAID BY CLIENT IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILIITY) EXCEED THE TOTAL AMOUNT PAID BY CLIENT UNDER THIS AGREEMENT. THE FOREGOING WILL NOT LIMIT CLIENT'S PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES AND PAYMENT FOR SaaS SUBSCRIPTION). 12.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CASUED, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. 13. Term and Termination for Professional Services Professional Services will commence on the date specified on the Order. Either Party may terminate Professional Services any time by providing the other Party at least 14 days written notice. Any Professional Services outstanding at the time of termination will continue to be covered by this Agreement as if it had not been terminated. 14. Term and Termination for SaaS Subscription 14.1 Term of Agreement. This Agreement commences on the Effective Date and continues until all Orders have expired or been terminated. 14.2 Term of Purchased User Subscriptions. User subscriptions purchased by Client commence on the start date specified in the applicable Order and continue for the subscription term specified. Except as otherwise specified in the applicable Order, all User subscriptions will automatically renew for additional periods equal to the expiring one year subscription term, unless either Party gives the other notice of non -renewal at least 30 days before the end of the relevant subscription term. The pricing during any such renewal term will be the same as the prior term unless Granicus has given Client written notice pf a pricing increase at least 30 days before the end of such prior term, in which case the pricing increase will be effective upon renewal and thereafter. 14.3 Order Term. Each Order will be effective on the date set out therein and will remain in effect during the Initial Term identified in the Order. Each Order will automatically renew for twelve (12) month terms (each, a "Renewal Term") unless either party gives the other party notice of non -renewal within thirty (30) days of notification of price change as described in Section 5.7., or within sixty (60) days prior to the start 10 Docusign Envelope ID: 44131345DA-91DE54A15-951 E-7692E3CA5A95 of the next Renewal Term, whichever is later. The Initial Term and all Renewal Terms are collectively, the "Term". 14.4 Subscription Term. The annual term for all Products licensed to Client on a subscription basis begins upon the Effective Date of the applicable Order and are based on subscription term and not actual usage. Products licensed on a subscription basis are deemed delivered upon Initial Availability. Initial Availability of a Product means the earlier of: (i) the issuance of a user name and password to Client to access the Product; (ii) the provision of the Product in its hosted environment on behalf of Client by Granicus technical personnel; or(iii) access to the Product by Granicus or third -party services personnel in order to commence configuration or implementation Services on behalf of Client. 14.5 Termination for Cause. A Party may terminate this Agreement for cause: (i) upon 30 days written notice to the other Party ofa material breach if such breach remains uncured at the expiration of such period, or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In addition, Granicus may terminate this Agreement if Client fails to make any payment due hereunder within 30 days after receiving written notice from Granicus that such payment is delinquent. 14.6 Non -Appropriation. Client may terminate this Agreement or any Order or SOW by providing Granicus written notice during the then -current Term for lack of appropriation of funds for the Renewal Term so long as Client has made best efforts to secure the necessary consents for renewal and obtain appropriate funds for payment of the fees. 14.7 Effect of Termination. Upon termination for any reason, (a) all license granted will automatically and immediately terminate, (b) Client will promptly remit any fees due to Granicus under all Orders and SOWs; (c) Granicus will promptly cease performance of any Services; and (d) the Parties will return or destroy any Confidential Information of the other party in its possession, and certify upon request to the other party of compliance with the foregoing. Client will have thirty (30) days from the expiration date of a subscription to extract or download any Content stored in the Products. Granicus has no obligation to retain any Content after such thirty (30)-day period nor is Granicus responsible for extracting the data on Client's behalf absent separate written agreement and the payment of additional fees. 14.8 Refund or Payment upon Termination. Upon any termination by Client for cause, Granicus will refund Client any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination by Granicus for cause, Client will pay any unpaid fees covering the remainder of the term of all Orders after the effective date of termination. In no event will any 11 Docusign Envelope ID: 44BB45DA-9DE5-4A15-951 E-7692E3CA5A95 termination relieve Client of the obligation to pay any fees payable to Granicus for the period prior to the effective date of termination. 14.9 Surviving Provisions. Section 5 (Fees and Payment), 6 (Proprietary Rights), 7 (Confidentiality), 8.3 (Disclaimer), 11 (Limitation of Liability), 13.6 (Refund or Payment upon Termination), 14 (Contracting Seller, Notices, Governing Law and Jurisdiction) and (General Provisions) will survive any termination or expiration of this Agreement. 15. Contracting Seller, Notices, Governing Law and Jurisdiction 15.1 Seller: Granicus (can!racts@.gr nic.u:s com) 15.2 Address Notices to: Contracts 408 St. Peter Street, Suite 600, Saint Paul, MN 55102 15.3 Governing Law: Washington and controlling United States Federal Law. 15.4 Exclusive Court Jurisdiction: Grant County, Washington 15.5 Manner of Giving Notice: Except as otherwise specified in this Agreement, all notices, permissions and approvals will be in writing and will be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by email (provided email will not be sufficient for notices of termination or an indemnifiable claim). Billing -related notices to Client will be addressed to the relevant billing contact designated by Client. All other notices to Client will be addressed to the relevant SaaS Subscription system administrator designated by Client. 15.6 Agreement to Governing Law and Jurisdiction. Each Party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above. 15.7 Waiver of Jury Trial. Each Party hereby waives any right to fury trial in connection with any action or litigation in any way arising out of or related to the Agreement. 16. General Provisions 16.1 Amendment; No Waiver. Except as otherwise expressly provided herein, this Agreement may not be amended or modified and the observance of any provision of this Agreement may not be waived except with the written consent of the Parties. No failure by either Party to enforce any rights hereunder will constitute a waiver of such right then or in the future or any other right or remedy hereunder. To the extent the terms and conditions of any Exhibit, attachment, purchase Order, invoice, proposal or response to request for proposal, conflict with or are inconsistent with this Agreement, the terms and conditions of this Agreement will control and no such conflicting terms will be deemed as a waiver or amendment of this Agreement. 16.2 Anti -Corruption. Client has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Granicus employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Client learns of any violation of the above restriction, Client will use reasonable efforts to promptly notify Granicus. 12 Docusign Envelope ID: 44131345DA-91DE54A15-951 E-7692E3CA5A95 16.3 Assignment; Binding Effect. This Agreement may not be transferred or assigned by either Party without the express written consent of the other, which will not be unreasonably withheld or delayed, except that either Party may, without the consent of the other Party, assign this Agreement in its entirety to a parent, subsidiary or affiliate of such Party or an acquirer of more than 50% of the assigning Party's outstanding voting capital stock or to a purchaser of all or substantially all of the assigning Party's assets. Notwithstanding the foregoing or any other provision of this Agreement, Client may not assign, sublicense, delegate or transfer this Agreement or any of its rights or obligations under this Agreement to any competitor of Granicus. Any purported transfer or assignment in contravention of this Section will be null and void. This Agreement will inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. 16.4 Basis of Bargain. The Parties acknowledge that they have entered into this Agreement in reliance upon the disclaimers of warranties and limitations of liability and damages as set forth in this Agreement, and that such provisions form as essential basis of the bargain between the Parties and do not cause this Agreement, or the remedies available hereunder, to fail of its or their essential purpose. 16.5 Counterparts. This Agreement may be executed in any number of English language counterparts or duplicate originals, and each such counterpart or duplicate original will constitute an, original instrument, but all such separate counterparts or duplicate originals will constitute one and the same instrument. 16.6 Entire Agreement. This Agreement, including the Exhibits attached, constitutes the entire Agreement of the Parties concerning its subject matter and supersedes any and all prior or contemporaneous, written or oral negotiations, correspondence, understandings and agreements between the Parties respecting the subject matter of this Agreement. 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. Additionally, the terms in this agreement take precedence over any other conflicting terms in other documents incorporated by reference or entered into by the parties unless the parties mutually agree to supersede this order of priority, and this agreement is specifically mentioned as being superseded. 16.7 Export Compliance. The SaaS Subscription, other technology Granicus makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied -party list. Client will not permit Users to access or use SaaS Subscription in a U.S.-embargoed country or in violation of any export law or regulation. 16.8 Force Majeure. Except with respect to payment obligations, neither Party will be Liable for any failure of performance or equipment due to causes beyond such Party's reasonable control, including but not limited to: acts of God, fire, flood or 13 Docusign Envelope ID: 44BB45DA-9DE5-4A15-951E-7692E3CA5A95 other catastrophes; any law, order, regulation, direction, action, or request of any governmental entity or agency, or any civil or military authority; national emergencies, insurrections, riots, wars; unavailability of rights -of -way or materials; or strikes, lock -outs, work stoppages, or other labor difficulties. 16.9 Headings and Interpretation. Heading and captions are for convenience only and are not to be used in the interpretation of this Agreement. The words "include," includes," and "including" when used in this Agreement will be treated in each case as followed by the words "without limitation." 16.10 Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. 16.11 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted bylaw, and the remaining provisions of this Agreement will remain in effect. 16.12 Insurance and Risk of Loss. Client will bear all responsibility for damages to Client's equipment and facilities. APPENDIXA SERVICE LEVEL AGREEMENT— NEXT PAGE 14 Docusign Envelope ID: 44BB45DA-9DE5-4A15-951 E-7692E3CA5A95 G G_R AN I C-US granicus.com REGIONAL HOURS OF AVAILABILITY AND SUPPORT CONTACT CHANNELS Region Regular Support Hours Support Contact Channels USA Monday - Friday support.granicus.com 8:00 AM-8:00 PM EST 1-800-314-0147 Excluding Federal Holidays Canada Monday - Friday support.granicus.com 8:00 AM-8:00 PM EST 1-800-314-0147 Excluding Statutory Holidays Europe Monday - Friday support.granicus.com 9:00 AM-5:00 PM GMT +44 (0) 800 032 7764 Excluding Statutory Holidays Australia & New Monday - Friday support.granicus.com Zealand 9:00 AM-5:30 PM REST +61 3 9913 0020 Excluding National Holidays and Victorian public holidays Subscribers Monday - Friday subscriberhelp.granicus.com govDelivery Help 8:00 AM-8:00 PM EST subscriberhelp@granicus.com Excluding US Federal Holidays 1-800-439-1420 USA +44 (0) 808 234 7450 Europe Emergency Support Emergency technical support is available 2417 by phone only for customers experiencing a Level 1 outage as defined below TECHNICAL SUPPORT SEVERITY LEVEL DEFINITIONS Severity Time to 1 St Level Description p Response Granicus Action Incident represents Within Incident response process is initiated upon verification. Work Level 1 complete unavailability Of two (2) on a resolution begins immediately (24/7/365). Notifications the Granicus Products for all hours and updates of resolution or work arounds are provided to EMERGENCY users and no workaround is affected clients via case, or if several clients are affected, via status.granicus.com. available Incident occurs when a Within Incident response process is initiated upon verification. Case Level 2 major feature of the four (4) is evaluated whether a solution or acceptable work around SEVERELY product is not working or hours can be achieved. Notifications and updates of resolutions or work arounds are provided to affected clients via case, or if IMPAIRED fails repeatedly and there several clients are affected, via status.granicus.com is no workaround available Incident occurs when a Within Upon verification case is assigned and work on resolution Level 3 primary feature Of the One (1) begins within 1 business day. If the issue is reported after hours, IMPAIRED product is not working as business it will not be assigned until the next business day. expected and an day acceptable workaround is available Incident that has a limited Within Upon verification case is assigned and work on resolution Level 4 business impact; primary three (3) begins within 3 business days. If the issue is reported after LOW IMPACT functionality is unaffected business hours, it will not be assigned until the next business day. days Granicus shall use commercially reasonable efforts to resolve incidents affecting Granicus Products. Incidents that require debugging of programming code may need to be corrected during the next regular update cycle. Resolution time will be based on the details and severity of an incident. Regular follow-ups will be communicated with the customer until final resolution is reached granicus.com I infoCgranicus.com page 1 Docusign Envelope ID: 441313451DA-91DE54A15-951 E-7692E3CA5A95 eG GRAN I CIJ S PRODUCT AVAILABILITY granicus.com Granicus will use commercially reasonable efforts to make the Granicus Products Available 99.9% of the Available Hours of Operation, calculated on a calendar quarter basis, as follows; [(Total time in a quarter - Unexpected Downtime - Scheduled Downtime - Service Disruption) / (Total time in a quarter - Schedule Downtime - Service Disruption)] * 100 Reasonable efforts are made to avoid Scheduled Downtime to perform maintenance, however, in circumstances where Scheduled Downtime is required, notification will be posted at least 10 days in advance for all Product Suites, scope of maintenance activities may be refined to ensure adherence to published schedule. Customers can subscribe to product specific email notifications on the status page status.granicus.com Notifications for Granicus Products of any system -wide outages will be posted to status.granicus.com and will occur within one (1) hour from the time the issues are first recognized by Granicus. Reports of Unscheduled Downtime will be provided upon request up to once per calendar quarter. Term Definition Availability ability of a user to access the Granicus Product via the internet. Granicus uses industry - standard third -party monitoring to measure Availability through URL monitoring HTTP) Available twenty-four hours a day, seven days per week, minus Scheduled Downtime Hours of Operation Maintenance updates, upgrades, bug fixes, and patches to the Granicus Products. Maintenance times vary by Product. An up-to-date maintenance schedule can be found at status.granicus.com. is the period when the Granicus Product may be inaccessible to permit Granicus to perform Scheduled Downtime Maintenance services Service is the downtime arising from causes beyond the reasonable direct control of Granicus, such Disruption as events caused by Client's action or inaction, force majeure, interruption or failure of digital transmission links or telecommunications, certificate expirations, hostile network attacks, issues arising with customer Domain Name Systems (DNS), or Client Web Application Firewall (WAF). Unscheduled is any time after the first five minutes of downtime where the Granicus Product is not Available Downtime in any way. OUTAGE CREDIT Any credit provided within this Technical Support and Availability document will be referred to as an Outage Credit. The Outage Credit shall be applied as credit to the customer's following renewal term for the customer's affected Granicus Product and will be added to the end of the then -current period of performance and shall be provided upon the customer's request. Outage Credit is available solely to the extent Unscheduled Downtime created unavailability of the entire Granicus product. Unscheduled Downtime does not include Service Disruption. In no event shall any credit for a calendar quarter exceed the seven (7) days of Outage Credit. Granicus shall have the ability to determine at its reasonable discretion whether Unscheduled Downtime has occurred. Per calendar quarter, Granicus will provide Outage Credit as follows: Site Outage per Quarter (Unless Otherwise Specified Below) Amount of Outage Credit (Unless Otherwise Specified Below) >99.9% No Outage Credit 99.8-98.0% 1 day credit 97.9-97.0% 3 days credit 96.9% or less 7 days credit granicus.com I info Cwgranicus.com page 2