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065-24 - Resolution - Amendment and Contract with GranicusDocusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D RESOLUTION NO. 065-24 A RESOLUTION OF THE CITY OF PORT ORCHARD, WASHINGTON, PERTAINING TO PERMITTING SOFTWARE FOR THE DEPARTMENTS OF COMMUNITY DEVELOPMENT AND PUBLIC WORKS; AUTHORIZING AMENDMENT NO. 3 TO CONTRACT 074-14; AND AUTHORIZING SUBSCRIPTION SERVICES. WHEREAS, to most efficiently and effectively serve the public, the City of Port Orchard utilizes the SmartGov permitting database software for permit tracking, application review, fee calculation, and to schedule inspections for Planning, Building and Public Works permits, as well as Code Enforcement case tracking; and WHEREAS, following a procurement process consistent with the City's Purchasing Policies, the City Council approved Contract No. 074-14 with Paladin Data Systems for the SmartGov software and associated services on August 27, 2014; and WHEREAS, on December 12, 2016, the City executed Amendment No. 1 to Contract No. 074-14 to remove the SG Onsite Training fee from the annual subscription; and WHEREAS, the City executed Amendment No. 2 to Contract No. 074-14 on October 12, 2021, reflecting the purchase of Paladin by Dude Solutions Inc. (DSI), who later changed their corporate name to Brightly, and amending the Master Subscription Agreement scope; and WHEREAS, on March 1, 2024, Granicus Inc. acquired Brightly and the SmartGov software; and WHEREAS, the City and Granicus have negotiated the extension of Contract No. 074-14 on the existing terms of service, and associated rate increase, as set forth in Amendment No. 3 to Contract No. 074-14, attached hereto as Exhibit A and incorporated herein by this reference; and WHEREAS, in addition to the services provided under Contract No. 074-14, Granicus provided a separate proposal, Order No. Q-373988 attached hereto as Exhibit B and incorporated herein by this reference, to provide a one-time improvement to the City's software and associated services to assist the City in meeting its obligations under Senate Bill 5290, a law effective January 1, 2025 that modifies existing timelines for local permit review by requiring the City process permits more quickly, and makes other modifications to the processes for permit review and issuance; and WHEREAS, the City Council finds it is in the best interests of the City and its residents to approve Amendment No. 3 to Contract No. 074-14, and to authorize additional services from Granicus in response to SB 5290 to expedite permit processing; now, therefore, Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D Resolution No. 065-24 Page 2 of 2 THE CITY COUNCIL OF THE CITY OF PORT ORCHARD, WASHINGTON, HEREBY RESOLVES AS FOLLOWS: THAT: It is the intent of the Port Orchard City Council that the recitals set forth above are hereby adopted and incorporated as findings in support of this Resolution. THAT: The City Council authorizes the Mayor or designee to execute Amendment No. 3 to Contract No. 074-14, and further authorizes the Mayor or designee to execute a contract for the services set forth in Order No. Q-373988, in a form acceptable to the City Attorney. The Mayor is authorized to take all actions necessary consistent with this authorization to effectuate this approval. The City Council ratifies all actions taken prior to this authorization that are consistent with this authorization. THAT: The Resolution shall take full force and effect upon passage and signatures hereon. PASSED by the City Council of the City of Port Orchard, SIGNED by the Mayor and attested by the City Clerk in authentication of such passage on this 12t" day of November 2024. ATTEST: Brandy Wallace, MMC, City Clerk Signed by: E3F384�B... Robert Putaansuu, Mayor ,RT+, It P OR Ca • <) SEA Q: -(b •� �r,F Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D Amendment No. 3 to Contract No. C074-14 CITY OF PORT ORCHARD PROFESSIONAL SERVICES AGREEMENT WITH GRANICUS, INC. THIS AMENDMENT to Contract No. C074-14 ("Amendment") is made effective as of the 22°a day of October 2024, by and between the City of Port Orchard ("City"), a municipal corporation, organized under the laws of the State of Washington, and Granicus, LLC ("Granicus"), a corporation organized under the laws of the State of Colorado, with headquarters located at 1152 15th Street NW, Suite 800 Washington, DC 20005 ("Consultant"). WHEREAS, on August 27, 2014 the City executed a contract with Paladin Data Systems Corporation, for the provision of SmartGov Software as a Service (SAAS) ("Underlying Agreement"); and WHEREAS, on December 12, 2016 the contract was amended ("Amendment No. 1 ") to remove SG Onsite Training fee from the annual subscription: and WHEREAS, on May 1, 2018, Paladin announced that its products and services had been acquired by Dude Solutions, Inc. (DSI); and WHEREAS, on September 8, 2021, the contract was amended ("Amendment No. 2") to update DSI's terms of service and to lock in the annual subscription rate for three years, through December 31, 2024; and WHEREAS, in March of 2022, DSI changed its name to Brightly; and WHEREAS, on March 1, 2024, Granicus completed the acquisition of Brightly; and WHEREAS, the Consultant and the City have conferred and agree that the subscription rate will provide budget predictability; and WHEREAS, the parties wish to memorialize their agreement to so extend the Underlying Agreement as updated in Exhibit 1; NOW, THEREFORE, In consideration of the mutual benefits accruing, it is agreed by and between the parties thereto as follows: 1. The Underlying Agreement of August 27, 2014, between the parties is amended as specifically found in the attached Proposal for Subscription Invoices for 2025, 2026, 2027 and 2028, labeled as "Exhibit 1"; 2. The Underlying Agreement is amended to the terms of service in the Subscription and Services Agreement labeled as `Exhibit 211; 3. Unless otherwise set forth in Exhibit 1, and Exhibit 2, in all other respects the Underlying Agreement between the parties shall remain in full force and effect, amended as set forth herein, but only as set forth herein. 10945881.1- 366922 - 0001 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D IN WITNESS WHEREOF, the parties have executed this Amendment on the day and year set forth above. CITY OF PORT ORCHARD, WASHINGTON F Signed by: ati P4aXA.SWA. Robert Putaansuu, Mayor ATTEST/AUTHENTICATED: Brandy Wallace, MMC, City Clerk APPROVED AS TO FORM: Signed by: 203701 F25520457... Charlotte A. Archer, City Attorney GRANICUS, LLC CONSULTANT DocuSigned by: a" Signature Alex Bern Printed Name and Title Contracts Manager 10945881.1 - 366922 - 0001 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D EXHIBIT A - AMENDMENT No. 3 - CONTRACT C074-14 G GRAN ICUS ORDER DETAILS Prepared By: Phone: Email: Order #: Prepared On Expires On: ORDER TERMS THIS IS NOT AN INVOICE Granicus Proposal for Port Orchard, WA Jessica Aldred jessica.aldred@granicus.com Q-388012 08 Nov 2024 31 Dec 2024 Order Form Prepared for Port Orchard, 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 2025 - 31 Dec 2025 Order #: Q-388012 Prepared: 08 Nov 2024 Page 1 of 7 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D G GRANICUS Order Form Port Orchard, WA PRICING SUMMARY The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal. ermiIna ting Subscriptions IN 0 Solution Quantity/Unit Prior Annual Fee SmartGov Citizen Portal 0 Each $4,651.79 SmartGov - Enterprise 0 Each $15,505.92 SG SMARTConnect Parcel 0 Each $432.44 SUBTOTAL: $20,590.15 Upon the signing of this Agreement, annual fees for the terminating subscription(s) shall cease. Any pre -paid fees for the terminating subscription(s) after the signing of this Agreement will be prorated from the signing of this Agreement to the end of the Client's then -current billing term, credited, and such credit applied to the annual fees for new subscriptions. Client will continue to have access to and use the terminating solution until the new subscription(s) is/are deployed. Upon the deployment of Client's new solution as determined at Granicus' sole discretion, Granicus shall remove access to the Client's terminating subscription(s). New Subscription Fees Solution Billing Quantity/Unit Annual Fee Frequency SmartGov - Enterprise Annual 1 Each $24,682.00 SmartGov Code Enforcement Annual 1 Each $0.00 SmartGov Licensing Annual 1 Each $0.00 SmartGov Permitting Annual 1 Each $0.00 SUBTOTAL: $24,682.00 Communications Cloud Tier: Order #: Q-388012 Prepared: 08 Nov 2024 Page 2 of 7 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D G GRAN ICU Order Form Port Orchard, WA Order #: Q-388012 Prepared: 08 Nov 2024 Page 3 of 7 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D G GRANICUS FUTURE YEAR PRICING Order Form Port Orchard, WA Period of Performance 01 Jan 2026 - 31 Dec 2026 01 Jan 2027 - 31 Dec 2027 01 Jan 2028 - 31 Dec 2028 SmartGov - Enterprise $25,916.10 $27,21 1.91 $28,572.50 SmartGov Code Enforcement $0.00 $0.00 $0.00 SmartGov Licensing $0.00 $0.00 $0.00 SmartGov Permitting $0.00 $0.00 $0.00 SUBTOTAL: $25,916.10 $27,211.91 $28,572.50 Order #: Q-388012 Prepared: 08 Nov 2024 Page 4 of 7 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D G GRANICUS PRODUCT DESCRIPTIONS Order Form Port Orchard, WA Solution Description SmartGov - Enterprise Annual subscription to SmartGov software for: Permitting, Licensing, and Code Enforcement. Subscription includes the Public Portal. SmartGov Code Enforcement Annual subscription for SmartGov Code Enforcement Module for managing service requests and complaints. SmartGov Licensing Annual subscription for SmartGov Licensing Module for contractor registration, rental registration, business licensing. SmartGov Permitting Annual subscription for SmartGov Permitting Module for building and planning permits, inspections, and contacts. Order #: Q-388012 Prepared: 08 Nov 2024 Page 5 of 7 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D G GRANICUS Order Form Port Orchard, WA TERMS & CONDITIONS • This quote, and all products and services delivered hereunder are governed by the terms located at https://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-388012 dated 08 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 Port Orchard, 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-388012 Prepared: 08 Nov 2024 Page 6 of 7 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D G GRANICUS BILLING INFORMATION Billing Contact: Billing Address: Billing Email: I ap@portorchardwa.gov Purchase Order I Required? PO Number: If PO required Billing Phone: Order Form Port Orchard, WA [ ]-No [ ] - Yes If submitting a Purchase Order, please include the following language: The pricing, terms, and conditions of quote Q-388012 dated 08 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. Port Orchard, WA Signature: Signed by: hb P1Na&A SWA, 193B96492EY5847D... Name: Robert Putaansuu Title: Mayor Date: I 12/10/2024 Order #: Q-388012 Prepared: 08 Nov 2024 Page 7 of 7 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D EXHIBIT B - AMENDMENT No. 3 - CONTRACT C074-14 GGRAN I C U S granicus.com SmartGov. Notwithstanding anything to the contrary in the Agreement, Client acknowledges and agrees to the following: 1. Account Setup. To subscribe to the Products, Client must establish its account, which may only be accessed and used by Client in accordance with any number and categories of users set forth on the Order. To setup an authorized Client User ("User') within the Product, Client agrees to provide true and accurate information for such User. Each User must establish and maintain personal, non -transferable access credentials, which shall not be shared with, or used by, any other individual. Client must not create User(s) in a manner that intends to or has the effect of avoiding fees, circumventing thresholds with the Product or intends to violate the Agreement. Client acknowledges that Users that submit declarations, notifications, or Orders to the Granicus are acting on Client's behalf. 2. Use of Messaging Services. Client may use Products to send emails and messages to users and third parties. Client is solely responsible for any such message and their content. Messages may be blocked, delayed, or prevented from being delivered by destination servers and other reasons outside Granicus' control, and there is no warranty that messages will reach their intended destinations in a given time frame. 3. Relationship to Third Parties. In connection with Client's use of the Product, at Client's discretion, Client may: (i) participate in third party promotions through the Product; (ii) purchase thirds party goods and/or services, including implementation, customization, content, forms, schedules, integration and other services; (iii) exchange data, integrate, or interact between Client's Product account, the Product, its application programming interface ("API") and a Third Party provider; (iv) receive additional functionality within the user interface of the Product through use of API; and/or (v) receive content, knowledge, subject matter expertise in the creation of forms, content and schedules. Any such activity, and any terms conditions, warranties or representations associated with such third party activity, shall be solely between Client and the applicable third party. Granicus shall have no liability, obligation or responsibility for any such third party correspondence, purchase, promotion, data exchange, integration or interaction. Granicus does not warrant any third party providers or any of their products or services, whether or not such products or services are designated by Granicus as "certified", "validated", "premier" and/or any Version April 2024 granicus.com I info@granicus.com page 1 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D G GRAN ICUS granicus.com sother designation. Granicus does not endorse any sites on the internet that are linked thorough the Product. 4. InsightSoftware. In the event Client utilizes at any point InsightSoftware within the Product the Client agrees to the following: a) DEPLOYMENT LICENSE. This Section 4.a applies to Orders that indicate InsightSoftware has granted a Deployment License to Client. Subject to the terms and conditions of the Agreement, Client is granted during the Term (i) a non-exclusive, non- transferable, non-sublicenseable revocable right and license to install and operate the Logi Analytics Software in accordance with the Documentation, solely as part of an Integrated Product and solely in machine-readable, executable, object -code or bytecode format, as applicable, on one (1) or more computer servers that are owned or operated by or on behalf of Client for such Client's internal business purposes only, or (ii) any subset of, or lesser rights than, the foregoing rights and licenses; provided however, that no sublicense granted under this Section shall permit any Client to provide the Logi Analytics Software or Integrated Product in a time-sharing, service bureau, application service provider or software -as -a -service arrangement. b) RESTRICTIONS. Client's access to and use of the Logi Analytics Software is restricted to machine readable, executable, object - code or bytecode form only. Client's use of the Logi Analytics Software by any third party other than the Client for internal business purposes is prohibited. Client's use of the Logi Analytics Software in any time-sharing, service bureau, application service provider or software -as -a -service arrangements or services, including any use to provide services or process data for the benefit of, or on behalf of, any third party is prohibited. Client is prohibited from the transference or conveyance of their rights or licenses in and to the InsightSoftware. Client is prohibited from causing or permitting the reverse engineering, disassembly or decompilation of the Logi Analytics Software. c) InsightSoftware is a third party beneficiary of Granicus' rights under the Agreement with respect to the Client's use of, or obligations with respect to, the Logi Analytics Software. with full authority to enforce such rights against the Client. InsightSoftware Disclaims any and all warranties to the Client for any losses or damages, whether direct or indirect, including Version April 2024 granicus.com I info@granicus.com page 2 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D G GRAN ICUS Version April 2024 granicus.com incidental or consequential damages, arising from the use of the Logi Analytics Software. d) Client acknowledges that it has not acquired, and shall not acquire, any right, title or interest in or to any InsightSoftware Mark. Client shall not use any mark, word or design confusingly similar to any InsightSoftware Mark and shall not register or attempt to register any InsightSoftware Mark or any trademark confusingly similar to any InsightSoftware Mark. InsightSoftware shall retain the exclusive right to apply for and obtain registrations for any InsightSoftware Mark throughout the world. granicus.com I info@granicus.com page 3 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D G G GRAN ICUS Subscription and Services Agreement US/Canada 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 for those Clients located in the US, or Granicus Canada Holdings, U.L.C., an unlimited liability corporation for those Clients located in Canada ("Granicus"). 1. Definitions. For the purpose of this Agreement, the following terms have the corresponding definitions: "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; "Deliverable(s)" means any computer software, and related written documentation, reports or materials developed by Granicus as part of a Services engagement; "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; "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. "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; "Products" means the: (i) online or cloud subscription services; (ii) on premise software; (iii) embedded software; and (iv) Granicus Data, licensed to Client, and hardware components purchased by Client under this Agreement, as applicable and as set forth in the Order or SOW; "Services" means the consulting, integration, installation, and/or implementation services to be performed by Granicus as described in the SOW; and "SOW" means a statement of work agreed to by the parties that references this Agreement and describes the Services and Deliverables provided as part of a Services engagement pursuant to the Services provisions set forth in this Agreement. Version July 2024 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D 2. Intellectual Property Ownership and Use Rights. a) Intellectual Property Ownership. Granicus and its licensors own all IP Rights in the Products and Granicus Data. Client and its authorized users have no right, title or interest in the Products or Granicus Data other than the license rights expressly granted herein. All rights not expressly granted herein are reserved by Granicus and its licensors. b) 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 be found at www.Granicus.com/legal/licensing and are hereby incorporated into this Agreement by reference. c) Third Party Contractors. Client may permit its third -party contractors to access and use the Products solely on behalf of and for the benefit of Client, so long as: (i) such contractor agrees to comply with this Agreement as if it were Client; (ii) Client remains responsible for each contractor's compliance with this Agreement and any breach thereof; and (iii) all volume or transaction -based use of the Products includes use by contractors. All rights granted to any contractor terminate immediately upon conclusion of the Services rendered to Client that give rise to such right. Upon termination of such rights, contractor will immediately cease all use of the Products and uninstall and destroy all confidential or proprietary Granicus information in its possession. Client will certify compliance with this section in writing upon Granicus' request. d) Data Sources. Client may only upload data related to individuals that originates with or is owned by Client. Client shall not upload data purchased from third parties without Granicus' prior written consent and list cleansing Services provided by Granicus for an additional fee. e) Content. Client can only use Products to share Content that is created by or owned by Client and/or Content for affiliated organizations, provided that use by Client for affiliated organizations is in support only, and not as a primary communication vehicle for such organizations that do not have their own license to the Products. Granicus does not own the Content submitted by Client nor is Granicus responsible for any Content used, uploaded or migrated by Client or any third party. Granicus will not sell, use, or disclose any Content for any purpose other than performing Services subject to this Agreement. For clarification, the fact that Content and Granicus Data may contain the same or similar information does not minimize or limit the ownership or use rights of either party as it relates to Content on the part of Client, or Granicus Data on the part of Granicus. f) Advertising. Client shall not use Products to promote products or services available for sale through Client or any third party without Granicus' prior written consent. g) Restrictions. Client shall not: (i) Use or permit any end user to use the Products to store or display adult content, promote illegal or immoral activities, send or store infringing, obscene, threatening or unlawful or Page 2 of 12 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D Click here to enter text. tortious material or disrupt others use of the Products, network services or network equipment, including unsolicited advertising or chain letters, propagation of computer worms and viruses, or use of the Products to make unauthorized entry into any other device accessible via the network or Products; (ii) Disassemble, decompile, reverse engineer or make derivative works of the Products; (iii) Rent, lease, lend, or host the Products to or for any third party, or disclose the Products to any third party except as otherwise permitted in this Agreement or an Order or SOW; (iv) Use the Products in violation of any applicable law, rule, or regulation, including violation of laws regarding the processing, use, or disclosure of personal information, or violation of any United States export control or regulation, United States embargo, or denied or sanctioned parties prohibitions; or (v) Modify, adapt, or use the Products to develop any software application intended for resale which uses or competes with the Products in whole or in part. 3. Term; Termination. a) Agreement Term. This Agreement begins on the Effective Date and remains in effect for the period set out in the Order ("Initial Term"). Thereafter, this Agreement will continue in effect until all Orders or SOWS have expired or been terminated. b) 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 4.d., or within sixty (60) days prior to the start of the next Renewal Term, whichever is later. The Initial Term and all Renewal Terms are collectively, the "Term". c) SOW Term. Each SOW will begin on the effective date of the SOW and will remain in effect until the Services are completed, this Agreement is terminated, or the termination date set out in the SOW (the "Termination Date"), whichever is later. If no specific Termination Date is designated in the SOW, Client may terminate the SOW upon thirty (30) days written notice to Granicus. d) 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. e) Termination for Default. Either party may terminate this Agreement or any Order or SOW by written notice if the other party commits a material breach of this Agreement or the applicable Order or SOW and fails to cure such breach within thirty (30) days after receipt of such notice, or an additional period of time as agreed to by the parties. f) 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 Page 3 of 12 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D 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. g) Effect of Termination. Upon expiration or termination of an Order or SOW for any reason: (i) Client's right to access and use the Products will immediately cease (except for perpetual licenses granted under an Order, which will continue to be governed by this Agreement for the duration of the license); (ii) Client will promptly remit any fees due to Granicus under all Orders and SOWS; (iii) Granicus will promptly cease performance of any Services; and (iv) 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. h) Survival. Sections 4 (Fees, Payment), 9 (Confidentiality), 10 (Indemnification), 11 (Limitation of Liability), 13 (Governing Law) and any other clause that by its nature is intended to survive will survive termination of this Agreement indefinitely or to the extent set out therein. 4. Fees; Payment. a) Fees. Client will pay all fees, costs and other amounts as specified in each Order or SOW. Annual or subscription fees are due upfront at the beginning of each annual Term. Services fees and one-time fees are due according to the billing frequency specified in each Order or SOW. Absent any specific billing frequency, Client will pay fees for Services on a monthly basis in arrears for time and materials engagements, or milestone basis as billed upon delivery of each milestone. GXG Services are billed up front annually prior to the then -current term. Hardware will be invoiced to Client upon shipment. Granicus may suspend Client's access to any Products if there is a lapse in payment not remedied promptly upon notice to Client. A lapse in the Term of each Order or SOW will require the payment of a setup fee to reinstate the subscription. 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). b) Payment. Client will remit payment of the fees due within thirty (30) days of receipt of an accurate invoice from Granicus or its authorized reseller, or if Client is subject to different payment terms imposed by applicable regulation, such required payment duration. Any disputed amounts will be identified in writing to Granicus within the payment period or be deemed accurate and payable. With respect to any amount due to Granicus which is not paid within the payment period, Granicus may apply interest at the rate of one and half percent (1.5%) per month, or such lesser amount required by law, assessed from the due date through the date of payment. Client acknowledges and agrees that orders placed by Client for Products and Services will be non -cancellable and the fees paid are non-refundable unless otherwise expressly stated in the Agreement. c) Purchase Orders. Upon request, Granicus will reference a purchase order number on its invoices if Client provides the corresponding purchase order information to Granicus prior to generating the invoice. Client agrees that a failure to provide Granicus with purchase order information will not relieve Client of its obligations to provide payment in accordance with this section. Page 4 of 12 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D Click here to enter text. d) 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 3.b, 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. e) Cooperative Purchasing. To the extent permitted by law the terms of this 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 or any Order or SOW between Granicus and Client. f) Overages. 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 at the then -current rate for such tier or volume, or the rate set forth in Client's pricing arrangements with Granicus or Granicus resellers. Payment for such overages must be made in the then -current term unless otherwise agreed to by the parties in writing. g) Resellers. If Client has entered into a separate agreement with an authorized distributor or reseller of Products and/or Services, the terms of such third -party agreement will supersede conflicting terms contained herein solely as they relate to payment schedules and pricing as negotiated between Client and the reseller. S. Client Responsibilities. a) Content. Client will be solely responsible for the Content submitted to the Products and will comply with all laws, rules and regulations relating to the use, disclosure and transmission of such Content, including providing such to Granicus. Client represents and warrants it has the legal right to provide the Content to Granicus and that such use or disclosure does not violate the intellectual property, privacy or other legal rights of any third party. Client grants Granicus a limited, non-exclusive right during the Term to access and use the Content to provide the Products and Services. Content does not include user feedback related to the Products or Services, which Granicus is free to use without any further permission or consideration to Client. b) Data Backup and Protection. Client will maintain a back-up of any data or data files provided to Granicus. For certain Products, Granicus offers functionality that requires subscribers to enable password protection of subscriber profiles and associated data. Client assumes all responsibility for implementing and enforcing this security functionality in its sole discretion. c) Passwords. Sign -on credentials used to access the Products are non -transferable. Client is responsible for keeping all passwords secure and for all use of the Products through Client's sign in credentials. d) Cooperation. Client will provide any assistance reasonably required by Granicus to perform the Services, including timely review of plans and schedules for the Services and reasonable access to Client's Page 5 of 12 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D offices for Services performed onsite. Services delayed or unable to be performed due to lack of Client cooperation or communication will be deemed delivered and no refunds will be issued for such services. e) Third -Party Technology. Client will be responsible for securing all licenses for third party technology necessary for Granicus to perform the Services (including the right for Granicus to use such technology) and will be responsible for the performance of any third -party providing goods or services to Client related to the Services, including such third party's cooperation with Granicus. f) Use of Messaging Services. Client may use Products to send emails and messages to users and third parties. Client is solely responsible for any such message and their content, including securing the legal right to send the message. Messages may be blocked, delayed, or prevented from being delivered by destination servers and other reasons outside of Granicus' control, and there is no warranty that messages will reach their intended destination in a given timeframe. 6. Support. Basic support and maintenance services provided to Client for Products ("Support") is included in the fees paid for the Granicus Product subscription or maintenance during the Term and will be provided in accordance with the Service Level Agreement set forth at www.granicus.com/legal/licensing. Granicus may update its Support obligations under this Agreement, so long as the level of Support agreed to by the parties is not materially diminished due to such modification. 7. Representations; Warranties; Disclaimers. a) Representations. Each Party represents that it has validly entered into this Agreement and has the legal power to do so. b) Warranties: (i) Each party warrants that it has the rights necessary to grant to the other party the licenses granted in this Agreement. (i i) Granicus warrants that it will perform its obligations in a professional and workmanlike manner in accordance with industry standards. (iii) Client's sole and exclusive remedy and Granicus' sole obligation for breach of the warranties in this Section are as follows: (i) for a breach of the warranty in Section 7.b.(i), the indemnity in Section 10 of this Agreement; and (ii) reperformance of the non -conforming Services for a breach of the warranty in Section 7.b.(ii), provided that Client notifies Granicus of a non -conformity in this Section during the thirty (30) day period following Granicus' completion of the applicable Services. c) Disclaimers. EXCEPT AS EXPRESSLY STATED IN THIS THIS SECTION, THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND GRANICUS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON - INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. GRANICUS DOES NOT WARRANT THAT PRODUCTS OR SERVICES WILL MEET CLIENT'S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. Page 6 of 12 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D Click here to enter text. 8. Services. a) Granicus will perform Services in accordance with this Agreement and the SOW. Granicus is not obligated to provide any Services unless set out in the SOW. Unless otherwise set out in the SOW or as agreed to by the parties the Services will be performed remotely. Any estimates provided in the SOW, including expected hours to complete the Services and any timeline provided by Granicus, are based on known functional requirements and technical environments as of the effective date of the SOW. Changes or delays in the work schedule originating with Client are subject to the project change procedure and may result in an increase in fees. b) Granicus grants Client a non-exclusive, non -transferable, royalty -free, perpetual license to use the Deliverables on behalf of and for the benefit of Client independently and with the Products. Granicus retains all right, title and interest to the Deliverables except for those rights expressly granted to Client. Deliverables and Services are deemed accepted upon delivery unless otherwise set forth in a SOW. c) Any modifications to the Services must be in writing and signed by authorized representatives of each party. Granicus personnel performing Services at Client's offices will comply with Client's policies and procedures in effect at such location. d) If agreed to by the Parties in the SOW, Client will also pay for all reasonable travel -related and out-of-pocket expenses incurred by Granicus in the performance of the Services in accordance with Client's travel and expense policy which will be provided to Granicus in writing (or Granicus' policy if none is provided by Client) and which will be billed monthly and due thirty (30) days following date of invoice. 9. Confidentiality. During performance of the Services, each party may receive Confidential Information of the other party. a) "Confidential Information" means all confidential and/or trade secret information of either party ("Disclosing Party"), including but not limited to: (i) Granicus' Products; (ii) non-public information if it is clearly and conspicuously marked as "confidential" or with a similar designation at the time of disclosure; (iii) non-public information of the Disclosing Party if it is identified as confidential and/or proprietary before, during, or promptly after presentation or communication; and (iv) any information that should be reasonably understood to be confidential or proprietary given the nature of the information and the context in which disclosed, in each case that is disclosed to the other party ("Receiving Party") or to which the Receiving Party gains access in connection with performance of the Services. b) Subject to freedom of information, government transparency, or similar applicable law, each Receiving Party will receive and hold any Confidential Information in strict confidence and will: (i) protect and safeguard the Confidential Information against unauthorized use, publication or disclosure; (ii) not reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential Information except as specifically authorized by the Disclosing Party; (iii) not use any Confidential Information for any purpose other than in performance of this Agreement; (iv) restrict access to Confidential Information to those of its advisors, officers, directors, employees, agents, consultants, contractors and lobbyists who have a need to know, who have been advised of the confidential nature thereof, and who are under express written obligations of confidentiality or under obligations of confidentiality imposed by law or rule; and (v) exercise at least the same standard of care and security to protect the confidentiality of the Confidential Information received by it as it protects its own confidential information, but no less than a reasonable degree of care. Page 7 of 12 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D c) If a Receiving Party is requested or required in a judicial, administrative, or governmental proceeding to disclose any Confidential Information, it will notify the Disclosing Party as promptly as practicable so that the Disclosing Party may seek an appropriate protective order or waiver for that instance, unless such notification is prohibited by law or judicial order. d) The foregoing obligations do not apply to information that: (i) is already public or becomes available to the public through no breach of this section; (ii) was in the Receiving Party's lawful possession before receipt from the Disclosing Party; (iii) is lawfully received independently from a third party who is not bound by a confidentiality obligation; or (iv) is independently developed by or on behalf of the Receiving Party without use of any Confidential Information. e) Upon written request of the Disclosing Party, the Receiving Party agrees to promptly return or destroy all Confidential Information in its possession, and certify its destruction in writing, provided that the Receiving Party may retain a copy of the returned or destroyed items for archival purposes in accordance with its records retention policies and subject to this section. f) Disclosing Party may be irreparably damaged if the obligations underthis section are not enforced and as such may not have an adequate remedy in the event of a breach by Receiving Party of its obligations hereunder. The parties agree, therefore, that Disclosing Party is entitled to seek, in addition to other available remedies, an injunction restraining any actual, threatened or further breaches of the Receiving Party's obligations under this section or any other appropriate equitable order or decree. 10. Indemnification. a) 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"). b) 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. c) 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. Page 8 of 12 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D Click here to enter text. d) 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. e) 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. 11. Limitation of Liability. a) 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, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; OR (11) 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. b) IN NO EVENT, EXCEPT FOR CLIENT'S OBLIGATIONS TO PAY AMOUNTS DUE UNDER THE ORDER OR SOW, OR GRANICUS' INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 10 (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 CLIENT TO GRANICUS OR GRANICUS' RESELLER, AS APPLICABLE, IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM. HOWEVER, IF CLIENT 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 CLIENT FOR SUCH CLAIM SHALL NOT EXCEED FIVE THOUSAND DOLLARS ($5,000). 12. General. a) Force Majeure. With the exception of payment obligations, any delay in the performance by either party of its obligations hereunder will be excused when such delay in performance is due to any cause or event of any nature whatsoever beyond the reasonable control of such Party, including, without limitation, any act of God; any fire, flood, or weather condition; any computer virus, worm, denial of service attack; any earthquake; any act of a public enemy, war, insurrection, riot, explosion or strike; provided, that written notice thereof must be given by such Party to the other Party within twenty (20) days after occurrence of such cause or event. b) Independent Contractor. Each party is an independent contractor and employees of each party are not considered to be employees of the other party. No agency, partnership, joint venture or other joint relationship is created by this Agreement. The parties shall not make any commitments binding on the other or make any representation that they are acting for, or on behalf of, the other. Each party assumes full responsibility for the actions of its personnel while performing the Services and such party will be solely responsible for the supervision, daily direction, control of its personnel, and for the payment of all of their compensation and any taxes related thereto. Page 9 of 12 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D c) Publicity. Neither party will use the name of the other party in publicity releases or similar activity without the consent of the other party, except Granicus may include Client's name and logo in client lists and similar communications. d) Waiver. No waiver of any breach of any provision of this Agreement or the SOW by either party or the failure of either party to insist on the exact performance of any provision of this Agreement or the SOW will constitute a waiver of any prior, concurrent or subsequent breach of performance of the same or any other provisions hereof, and no waiver will be effective unless made in writing. e) Notices. 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 Client are as set forth in the Order or SOW, for Granicus as follows: Granicus Contracts 1152 15t" Street NW, Suite 800 Washington DC 20005 1-800-314-0147 contracts@granicus.com f) Severability. If any provision of this Agreement, Order, or SOW, or portion thereof, is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be severed and the remaining provisions of the Agreement, Order or SOW will remain in full force and effect. g) Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party (such consent not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign this Agreement with reasonable notice to the other party to an affiliate or to a successor in interest resulting from acquisition of all, or substantially all, of the assigning party's business by means of merger, stock or asset purchase, or otherwise. Any assignment or attempted assignment in violation of this Agreement will be null and void. This Contract will bind and inure to the benefit of each party's permitted successors and assigns. h) Amendment. This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both Parties. Page 10 of 12 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D Click here to enter text. j) Applicable Law. Each party will, at all times, exercise its rights and perform its obligations under this Agreement in compliance with all applicable law, rules, and regulations including all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. k) Headings. The various section headings of this Agreement are inserted only for convenience of reference and are not intended, nor will they be construed to modify, define, limit, or expand the intent of the Parties. 1) No Third -Party Beneficiaries. This Agreement is binding upon and insures solely to the benefit of the Parties hereto and their respective permitted successors and assigns; there are no third -party beneficiaries to this Agreement. m) Conflict of Interest. Granicus certifies that it is not engaged in any current project or business transaction, directly or indirectly, nor has it any interest, direct or indirect, with any person or business that might result in a conflict of interest in the performance of the Agreement, Order, or SOW. n) Anti -Corruption. Neither Party has received or been offered any illegal or improper bribe, kickback, payment, gift, or item of value from an employee or agent of the other Party in connection with this Agreement. If Client learns of any violation of the above restriction, Client shall immediately notify Granicus. 13. Governing Law. If Client is a public entity (a state or any agency or authority thereof, or county, city or town, public educational institution or other entity that serves a public purpose), this Agreement will be governed by and construed in accordance with the laws of the state in which the public entity is located, with venue being a court of competent jurisdiction within such state. If Client is the Federal government of the United States or any branch or agency thereof, this Agreement will be governed by the laws of the United States with venue being any Federal district court of competent jurisdiction. If Client is 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. If Client is located in Canada, this Agreement will be governed by the laws of the Province of Ontario with suit brought only in the General Division of the Ontario Court of Justice. No applicable principals of conflicts of laws, imputed terms of the Uniform Commercial Code, or the United Nations Convention on contracts for the international sale of goods will apply to this Agreement. 14. Entire Agreement. This Agreement and Orders and SOWs governed by this Agreement constitutes the entire agreement between Granicus and Client, and supersedes all prior agreements, requests for proposals or pricing and the corresponding responses, understandings, representations or correspondence relevant to the subject matter hereof. Perpetual licenses granted to Client under prior agreements remain in full force and effect. If your organization and Granicus has entered into a separate agreement or is utilizing a contract vehicle for this transaction, the terms of this 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. Inconsistencies between documents will be resolved in the following order: (1) this Agreement; (ii) Orders and SOWS; (iii) all other purchase documents executed by the parties (except for any pre- printed or standard terms contained on purchase orders which shall have no force or effect); (iv) Granicus' Page 11 of 12 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D response to Client's RFI, RFP, RFQ; and (v) Client's RFI, RFP, RFQ. Client has not been induced to enter into this Agreement or the SOW by any representations or promises not specifically stated herein. This Agreement may be updated from time to time at Granicus' sole discretion. Notification to Client will be via email or posting to the Granicus website. Page 12 of 12 Docusign Envelope ID: 967FD76D-BB45 468E-B8B8 2D9CD0383A4D— Ci fCi - Contract No. 09 7-24 ---i -' - --- - G GRAN ICUS THIS IS NOT AN INVOICE Order Form Prepared for Port Orchard, WA Granicus Proposal for Port Orchard, WA ORDER DETAILS Prepared By: Taylor Brodersen Phone: (814) 720-4368 Email: taylor.brodersen@granicus.com Order #: Q-373988 Prepared On: 22 Aug 2024 Expires On: 20 Oct 2024 ORDER TERMS Currency: USD Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Period of Performance: The term of the Agreement will commence on the date this document is signed and will continue for 12 months. Order #: Q-373988 Prepared: 22 Aug 2024 Page 1 of 7 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D G GRANICUS Order Form Port Orchard, WA PRICING SUMMARY The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal. One -Time Fees Solution Billing Frequency Quantity/Unit One -Time Fee SmartGov Upon Delivery 22 Each $13,200.00 Project Management - SmartGov Upon Delivery 1 Each $1,980.00 SUBTOTAL: $15,180.00 Order #: Q-373988 Prepared: 22 Aug 2024 Page 2 of 7 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D G GRANICUS Order Form Port Orchard, WA PRODUCT DESCRIPTIONS Solution Description Order #: Q-373988 Prepared: 22 Aug 2024 Page 3 of 7 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D G GRAN ICUS Solution I Description Order Form Port Orchard, WA SmartGov Summary: Company will provide professional consulting services for Subscriber's SmartGov instance, a license and permit management software. 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. 88 Hours - 22 (4-hour units) • 10 Hours BPA • 35 Hours Building Configuration . 25 Hours DCD Configuration Order #: Q-373988 Prepared: 22 Aug 2024 Page 4 of 7 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D G GRAN ICUS Order Form Port Orchard, WA Solution Description • 4 Hours PW Configuration • 12 Hours New Reports/Validation • 2 hours Training Project Management - Project Management: Company Project Manager will act as an extension SmartGov 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. • Company's Project Manager will serve as the single point of contact for the project related to this SOW. Order #: Q-373988 Prepared: 22 Aug 2024 Page 5 of 7 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D G GRANICUS Order Form Port Orchard, WA TERMS & CONDITIONS • This quote, and all products and services delivered hereunder are governed by the terms located at https://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-373988 dated 22 Aug 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 Port Orchard, 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-373988 Prepared: 22 Aug 2024 Page 6 of 7 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D G GRANICUS BILLING INFORMATION Billing Contact: Accounts Payable Purchase Order Required? Billing Address: 216 Prospect St Port Orchard WA 98366 PO Number: 1 If PO required Billing Email: I ap@portorchardwa.gov Billing Phone: Order Form Port Orchard, WA [ ]-No [ ] - Yes 360-876-7019 If submitting a Purchase Order, please include the following language: The pricing, terms, and conditions of quote Q-373988 dated 22 Aug 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. Port Orchard, WA Signed by: Signature:ErM96492EY5847D... Sig�11 6b P1Na&ASWA, Name: Robert Putaansuu Title: Date: Mayor 11/25/2024 Order #: Q-373988 Prepared: 22 Aug 2024 Page 7 of 7 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D G G GRAN ICUS Subscription and Services Agreement US/Canada 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 for those Clients located in the US, or Granicus Canada Holdings, U.L.C., an unlimited liability corporation for those Clients located in Canada ("Granicus"). 1. Definitions. For the purpose of this Agreement, the following terms have the corresponding definitions: "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; "Deliverable(s)" means any computer software, and related written documentation, reports or materials developed by Granicus as part of a Services engagement; "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; "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. "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; "Products" means the: (i) online or cloud subscription services; (ii) on premise software; (iii) embedded software; and (iv) Granicus Data, licensed to Client, and hardware components purchased by Client under this Agreement, as applicable and as set forth in the Order or SOW; "Services" means the consulting, integration, installation, and/or implementation services to be performed by Granicus as described in the SOW; and "SOW" means a statement of work agreed to by the parties that references this Agreement and describes the Services and Deliverables provided as part of a Services engagement pursuant to the Services provisions set forth in this Agreement. Version July 2024 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D 2. Intellectual Property Ownership and Use Rights. a) Intellectual Property Ownership. Granicus and its licensors own all IP Rights in the Products and Granicus Data. Client and its authorized users have no right, title or interest in the Products or Granicus Data other than the license rights expressly granted herein. All rights not expressly granted herein are reserved by Granicus and its licensors. b) 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 be found at www.Granicus.com/legal/licensing and are hereby incorporated into this Agreement by reference. c) Third Party Contractors. Client may permit its third -party contractors to access and use the Products solely on behalf of and for the benefit of Client, so long as: (i) such contractor agrees to comply with this Agreement as if it were Client; (ii) Client remains responsible for each contractor's compliance with this Agreement and any breach thereof; and (iii) all volume or transaction -based use of the Products includes use by contractors. All rights granted to any contractor terminate immediately upon conclusion of the Services rendered to Client that give rise to such right. Upon termination of such rights, contractor will immediately cease all use of the Products and uninstall and destroy all confidential or proprietary Granicus information in its possession. Client will certify compliance with this section in writing upon Granicus' request. d) Data Sources. Client may only upload data related to individuals that originates with or is owned by Client. Client shall not upload data purchased from third parties without Granicus' prior written consent and list cleansing Services provided by Granicus for an additional fee. e) Content. Client can only use Products to share Content that is created by or owned by Client and/or Content for affiliated organizations, provided that use by Client for affiliated organizations is in support only, and not as a primary communication vehicle for such organizations that do not have their own license to the Products. Granicus does not own the Content submitted by Client nor is Granicus responsible for any Content used, uploaded or migrated by Client or any third party. Granicus will not sell, use, or disclose any Content for any purpose other than performing Services subject to this Agreement. For clarification, the fact that Content and Granicus Data may contain the same or similar information does not minimize or limit the ownership or use rights of either party as it relates to Content on the part of Client, or Granicus Data on the part of Granicus. f) Advertising. Client shall not use Products to promote products or services available for sale through Client or any third party without Granicus' prior written consent. g) Restrictions. Client shall not: (i) Use or permit any end user to use the Products to store or display adult content, promote illegal or immoral activities, send or store infringing, obscene, threatening or unlawful or Page 2 of 12 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D Click here to enter text. tortious material or disrupt others use of the Products, network services or network equipment, including unsolicited advertising or chain letters, propagation of computer worms and viruses, or use of the Products to make unauthorized entry into any other device accessible via the network or Products; (ii) Disassemble, decompile, reverse engineer or make derivative works of the Products; (iii) Rent, lease, lend, or host the Products to or for any third party, or disclose the Products to any third party except as otherwise permitted in this Agreement or an Order or SOW; (iv) Use the Products in violation of any applicable law, rule, or regulation, including violation of laws regarding the processing, use, or disclosure of personal information, or violation of any United States export control or regulation, United States embargo, or denied or sanctioned parties prohibitions; or (v) Modify, adapt, or use the Products to develop any software application intended for resale which uses or competes with the Products in whole or in part. 3. Term; Termination. a) Agreement Term. This Agreement begins on the Effective Date and remains in effect for the period set out in the Order ("Initial Term"). Thereafter, this Agreement will continue in effect until all Orders or SOWS have expired or been terminated. b) 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 4.d., or within sixty (60) days prior to the start of the next Renewal Term, whichever is later. The Initial Term and all Renewal Terms are collectively, the "Term". c) SOW Term. Each SOW will begin on the effective date of the SOW and will remain in effect until the Services are completed, this Agreement is terminated, or the termination date set out in the SOW (the "Termination Date"), whichever is later. If no specific Termination Date is designated in the SOW, Client may terminate the SOW upon thirty (30) days written notice to Granicus. d) 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. e) Termination for Default. Either party may terminate this Agreement or any Order or SOW by written notice if the other party commits a material breach of this Agreement or the applicable Order or SOW and fails to cure such breach within thirty (30) days after receipt of such notice, or an additional period of time as agreed to by the parties. f) 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 Page 3 of 12 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D 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. g) Effect of Termination. Upon expiration or termination of an Order or SOW for any reason: (i) Client's right to access and use the Products will immediately cease (except for perpetual licenses granted under an Order, which will continue to be governed by this Agreement for the duration of the license); (ii) Client will promptly remit any fees due to Granicus under all Orders and SOWS; (iii) Granicus will promptly cease performance of any Services; and (iv) 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. h) Survival. Sections 4 (Fees, Payment), 9 (Confidentiality), 10 (Indemnification), 11 (Limitation of Liability), 13 (Governing Law) and any other clause that by its nature is intended to survive will survive termination of this Agreement indefinitely or to the extent set out therein. 4. Fees; Payment. a) Fees. Client will pay all fees, costs and other amounts as specified in each Order or SOW. Annual or subscription fees are due upfront at the beginning of each annual Term. Services fees and one-time fees are due according to the billing frequency specified in each Order or SOW. Absent any specific billing frequency, Client will pay fees for Services on a monthly basis in arrears for time and materials engagements, or milestone basis as billed upon delivery of each milestone. GXG Services are billed up front annually prior to the then -current term. Hardware will be invoiced to Client upon shipment. Granicus may suspend Client's access to any Products if there is a lapse in payment not remedied promptly upon notice to Client. A lapse in the Term of each Order or SOW will require the payment of a setup fee to reinstate the subscription. 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). b) Payment. Client will remit payment of the fees due within thirty (30) days of receipt of an accurate invoice from Granicus or its authorized reseller, or if Client is subject to different payment terms imposed by applicable regulation, such required payment duration. Any disputed amounts will be identified in writing to Granicus within the payment period or be deemed accurate and payable. With respect to any amount due to Granicus which is not paid within the payment period, Granicus may apply interest at the rate of one and half percent (1.5%) per month, or such lesser amount required by law, assessed from the due date through the date of payment. Client acknowledges and agrees that orders placed by Client for Products and Services will be non -cancellable and the fees paid are non-refundable unless otherwise expressly stated in the Agreement. c) Purchase Orders. Upon request, Granicus will reference a purchase order number on its invoices if Client provides the corresponding purchase order information to Granicus prior to generating the invoice. Client agrees that a failure to provide Granicus with purchase order information will not relieve Client of its obligations to provide payment in accordance with this section. Page 4 of 12 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D Click here to enter text. d) 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 3.b, 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. e) Cooperative Purchasing. To the extent permitted by law the terms of this 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 or any Order or SOW between Granicus and Client. f) Overages. 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 at the then -current rate for such tier or volume, or the rate set forth in Client's pricing arrangements with Granicus or Granicus resellers. Payment for such overages must be made in the then -current term unless otherwise agreed to by the parties in writing. g) Resellers. If Client has entered into a separate agreement with an authorized distributor or reseller of Products and/or Services, the terms of such third -party agreement will supersede conflicting terms contained herein solely as they relate to payment schedules and pricing as negotiated between Client and the reseller. 5. Client Responsibilities. a) Content. Client will be solely responsible for the Content submitted to the Products and will comply with all laws, rules and regulations relating to the use, disclosure and transmission of such Content, including providing such to Granicus. Client represents and warrants it has the legal right to provide the Content to Granicus and that such use or disclosure does not violate the intellectual property, privacy or other legal rights of any third party. Client grants Granicus a limited, non-exclusive right during the Term to access and use the Content to provide the Products and Services. Content does not include user feedback related to the Products or Services, which Granicus is free to use without any further permission or consideration to Client. b) Data Backup and Protection. Client will maintain a back-up of any data or data files provided to Granicus. For certain Products, Granicus offers functionality that requires subscribers to enable password protection of subscriber profiles and associated data. Client assumes all responsibility for implementing and enforcing this security functionality in its sole discretion. c) Passwords. Sign -on credentials used to access the Products are non -transferable. Client is responsible for keeping all passwords secure and for all use of the Products through Client's sign in credentials. d) Cooperation. Client will provide any assistance reasonably required by Granicus to perform the Services, including timely review of plans and schedules for the Services and reasonable access to Client's Page 5 of 12 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D offices for Services performed onsite. Services delayed or unable to be performed due to lack of Client cooperation or communication will be deemed delivered and no refunds will be issued for such services. e) Third -Party Technology. Client will be responsible for securing all licenses for third party technology necessary for Granicus to perform the Services (including the right for Granicus to use such technology) and will be responsible for the performance of any third -party providing goods or services to Client related to the Services, including such third party's cooperation with Granicus. f) Use of Messaging Services. Client may use Products to send emails and messages to users and third parties. Client is solely responsible for any such message and their content, including securing the legal right to send the message. Messages may be blocked, delayed, or prevented from being delivered by destination servers and other reasons outside of Granicus' control, and there is no warranty that messages will reach their intended destination in a given timeframe. 6. Support. Basic support and maintenance services provided to Client for Products ("Support") is included in the fees paid for the Granicus Product subscription or maintenance during the Term and will be provided in accordance with the Service Level Agreement set forth at www.granicus.com/legal/licensing. Granicus may update its Support obligations under this Agreement, so long as the level of Support agreed to by the parties is not materially diminished due to such modification. 7. Representations; Warranties; Disclaimers. a) Representations. Each Party represents that it has validly entered into this Agreement and has the legal power to do so. b) Warranties: (i) Each party warrants that it has the rights necessary to grant to the other party the licenses granted in this Agreement. (i i) Granicus warrants that it will perform its obligations in a professional and workmanlike manner in accordance with industry standards. (iii) Client's sole and exclusive remedy and Granicus' sole obligation for breach of the warranties in this Section are as follows: (i) for a breach of the warranty in Section 7.b.(i), the indemnity in Section 10 of this Agreement; and (ii) reperformance of the non -conforming Services for a breach of the warranty in Section 7.b.(ii), provided that Client notifies Granicus of a non -conformity in this Section during the thirty (30) day period following Granicus' completion of the applicable Services. c) Disclaimers. EXCEPT AS EXPRESSLY STATED IN THIS THIS SECTION, THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND GRANICUS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON - INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. GRANICUS DOES NOT WARRANT THAT PRODUCTS OR SERVICES WILL MEET CLIENT'S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. Page 6 of 12 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D Click here to enter text. 8. Services. a) Granicus will perform Services in accordance with this Agreement and the SOW. Granicus is not obligated to provide any Services unless set out in the SOW. Unless otherwise set out in the SOW or as agreed to by the parties the Services will be performed remotely. Any estimates provided in the SOW, including expected hours to complete the Services and any timeline provided by Granicus, are based on known functional requirements and technical environments as of the effective date of the SOW. Changes or delays in the work schedule originating with Client are subject to the project change procedure and may result in an increase in fees. b) Granicus grants Client a non-exclusive, non -transferable, royalty -free, perpetual license to use the Deliverables on behalf of and for the benefit of Client independently and with the Products. Granicus retains all right, title and interest to the Deliverables except for those rights expressly granted to Client. Deliverables and Services are deemed accepted upon delivery unless otherwise set forth in a SOW. c) Any modifications to the Services must be in writing and signed by authorized representatives of each party. Granicus personnel performing Services at Client's offices will comply with Client's policies and procedures in effect at such location. d) If agreed to by the Parties in the SOW, Client will also pay for all reasonable travel -related and out-of-pocket expenses incurred by Granicus in the performance of the Services in accordance with Client's travel and expense policy which will be provided to Granicus in writing (or Granicus' policy if none is provided by Client) and which will be billed monthly and due thirty (30) days following date of invoice. 9. Confidentiality. During performance of the Services, each party may receive Confidential Information of the other party. a) "Confidential Information" means all confidential and/or trade secret information of either party ("Disclosing Party"), including but not limited to: (i) Granicus' Products; (ii) non-public information if it is clearly and conspicuously marked as "confidential" or with a similar designation at the time of disclosure; (iii) non-public information of the Disclosing Party if it is identified as confidential and/or proprietary before, during, or promptly after presentation or communication; and (iv) any information that should be reasonably understood to be confidential or proprietary given the nature of the information and the context in which disclosed, in each case that is disclosed to the other party ("Receiving Party") or to which the Receiving Party gains access in connection with performance of the Services. b) Subject to freedom of information, government transparency, or similar applicable law, each Receiving Party will receive and hold any Confidential Information in strict confidence and will: (i) protect and safeguard the Confidential Information against unauthorized use, publication or disclosure; (ii) not reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential Information except as specifically authorized by the Disclosing Party; (iii) not use any Confidential Information for any purpose other than in performance of this Agreement; (iv) restrict access to Confidential Information to those of its advisors, officers, directors, employees, agents, consultants, contractors and lobbyists who have a need to know, who have been advised of the confidential nature thereof, and who are under express written obligations of confidentiality or under obligations of confidentiality imposed by law or rule; and (v) exercise at least the same standard of care and security to protect the confidentiality of the Confidential Information received by it as it protects its own confidential information, but no less than a reasonable degree of care. Page 7 of 12 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D c) If a Receiving Party is requested or required in a judicial, administrative, or governmental proceeding to disclose any Confidential Information, it will notify the Disclosing Party as promptly as practicable so that the Disclosing Party may seek an appropriate protective order or waiver for that instance, unless such notification is prohibited by law or judicial order. d) The foregoing obligations do not apply to information that: (i) is already public or becomes available to the public through no breach of this section; (ii) was in the Receiving Party's lawful possession before receipt from the Disclosing Party; (iii) is lawfully received independently from a third party who is not bound by a confidentiality obligation; or (iv) is independently developed by or on behalf of the Receiving Party without use of any Confidential Information. e) Upon written request of the Disclosing Party, the Receiving Party agrees to promptly return or destroy all Confidential Information in its possession, and certify its destruction in writing, provided that the Receiving Party may retain a copy of the returned or destroyed items for archival purposes in accordance with its records retention policies and subject to this section. f) Disclosing Party may be irreparably damaged if the obligations underthis section are not enforced and as such may not have an adequate remedy in the event of a breach by Receiving Party of its obligations hereunder. The parties agree, therefore, that Disclosing Party is entitled to seek, in addition to other available remedies, an injunction restraining any actual, threatened or further breaches of the Receiving Party's obligations under this section or any other appropriate equitable order or decree. 10. Indemnification. a) 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"). b) 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. c) 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. Page 8 of 12 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D Click here to enter text. d) 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. e) 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. 11. Limitation of Liability. a) 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, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; OR (11) 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. b) IN NO EVENT, EXCEPT FOR CLIENT'S OBLIGATIONS TO PAY AMOUNTS DUE UNDER THE ORDER OR SOW, OR GRANICUS' INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 10 (INDEMNIFICATION), WILL EITHER PARTY'S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT (IN TORT(INCLUDING NEGLIGENCE), CONTRACTOR OTHERWISE) EXCEED THE AMOUNT OF FEES PAID BY CLIENT TO GRANICUS OR GRANICUS' RESELLER, AS APPLICABLE, IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM. HOWEVER, IF CLIENT 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 CLIENT FOR SUCH CLAIM SHALL NOT EXCEED FIVE THOUSAND DOLLARS ($5,000). 12. General. a) Force Majeure. With the exception of payment obligations, any delay in the performance by either party of its obligations hereunder will be excused when such delay in performance is due to any cause or event of any nature whatsoever beyond the reasonable control of such Party, including, without limitation, any act of God; any fire, flood, or weather condition; any computer virus, worm, denial of service attack; any earthquake; any act of a public enemy, war, insurrection, riot, explosion or strike; provided, that written notice thereof must be given by such Party to the other Party within twenty (20) days after occurrence of such cause or event. b) Independent Contractor. Each party is an independent contractor and employees of each party are not considered to be employees of the other party. No agency, partnership, joint venture or other joint relationship is created by this Agreement. The parties shall not make any commitments binding on the other or make any representation that they are acting for, or on behalf of, the other. Each party assumes full responsibility for the actions of its personnel while performing the Services and such party will be solely responsible for the supervision, daily direction, control of its personnel, and for the payment of all of their compensation and any taxes related thereto. Page 9 of 12 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D c) Publicity. Neither party will use the name of the other party in publicity releases or similar activity without the consent of the other party, except Granicus may include Client's name and logo in client lists and similar communications. d) Waiver. No waiver of any breach of any provision of this Agreement or the SOW by either party or the failure of either party to insist on the exact performance of any provision of this Agreement or the SOW will constitute a waiver of any prior, concurrent or subsequent breach of performance of the same or any other provisions hereof, and no waiver will be effective unless made in writing. e) Notices. 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 Client are as set forth in the Order or SOW, for Granicus as follows: Granicus Contracts 1152 15t" Street NW, Suite 800 Washington DC 20005 1-800-314-0147 contracts@granicus.com f) Severability. If any provision of this Agreement, Order, or SOW, or portion thereof, is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be severed and the remaining provisions of the Agreement, Order or SOW will remain in full force and effect. g) Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party (such consent not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign this Agreement with reasonable notice to the other party to an affiliate or to a successor in interest resulting from acquisition of all, or substantially all, of the assigning party's business by means of merger, stock or asset purchase, or otherwise. Any assignment or attempted assignment in violation of this Agreement will be null and void. This Contract will bind and inure to the benefit of each party's permitted successors and assigns. h) Amendment. This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both Parties. Page 10 of 12 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D Click here to enter text. j) Applicable Law. Each party will, at all times, exercise its rights and perform its obligations under this Agreement in compliance with all applicable law, rules, and regulations including all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. k) Headings. The various section headings of this Agreement are inserted only for convenience of reference and are not intended, nor will they be construed to modify, define, limit, or expand the intent of the Parties. 1) No Third -Party Beneficiaries. This Agreement is binding upon and insures solely to the benefit of the Parties hereto and their respective permitted successors and assigns; there are no third -party beneficiaries to this Agreement. m) Conflict of Interest. Granicus certifies that it is not engaged in any current project or business transaction, directly or indirectly, nor has it any interest, direct or indirect, with any person or business that might result in a conflict of interest in the performance of the Agreement, Order, or SOW. n) Anti -Corruption. Neither Party has received or been offered any illegal or improper bribe, kickback, payment, gift, or item of value from an employee or agent of the other Party in connection with this Agreement. If Client learns of any violation of the above restriction, Client shall immediately notify Granicus. 13. Governing Law. If Client is a public entity (a state or any agency or authority thereof, or county, city or town, public educational institution or other entity that serves a public purpose), this Agreement will be governed by and construed in accordance with the laws of the state in which the public entity is located, with venue being a court of competent jurisdiction within such state. If Client is the Federal government of the United States or any branch or agency thereof, this Agreement will be governed by the laws of the United States with venue being any Federal district court of competent jurisdiction. If Client is 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. If Client is located in Canada, this Agreement will be governed by the laws of the Province of Ontario with suit brought only in the General Division of the Ontario Court of Justice. No applicable principals of conflicts of laws, imputed terms of the Uniform Commercial Code, or the United Nations Convention on contracts for the international sale of goods will apply to this Agreement. 14. Entire Agreement. This Agreement and Orders and SOWs governed by this Agreement constitutes the entire agreement between Granicus and Client, and supersedes all prior agreements, requests for proposals or pricing and the corresponding responses, understandings, representations or correspondence relevant to the subject matter hereof. Perpetual licenses granted to Client under prior agreements remain in full force and effect. If your organization and Granicus has entered into a separate agreement or is utilizing a contract vehicle for this transaction, the terms of this 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. Inconsistencies between documents will be resolved in the following order: (1) this Agreement; (ii) Orders and SOWs; (iii) all other purchase documents executed by the parties (except for any pre- printed or standard terms contained on purchase orders which shall have no force or effect); (iv) Granicus' Page 11 of 12 Docusign Envelope ID: 967FD76D-BB45-4B8E-B8B8-2D9CD0383A4D response to Client's RFI, RFP, RFQ; and (v) Client's RFI, RFP, RFQ. Client has not been induced to enter into this Agreement or the SOW by any representations or promises not specifically stated herein. This Agreement may be updated from time to time at Granicus' sole discretion. Notification to Client will be via email or posting to the Granicus website. Page 12 of 12