CONTRACT 6092 Professional Services AgreementAgreement No. 6092
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
GRANICUS, LLC
This AGREEMENT is entered into this 1st day of June, 2021, by and between the CITY
OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and GRANICUS,
LLC, a Minnesota limited liability company dba Granicus ("CONSULTANT" or "Granicus").
1. CONSIDERATION,
A. As partial consideration, CONSULTANT agrees to perform the work listed in the
SCOPE OF SERVICES, below;
B. As additional consideration, CONSULTANT and CITY agree to abide by the
terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to
exceed sixteen thousand two hundred twenty-nine dollars ($16,229.00) for
CONSULTANT's services. CITY may modify this amount as set forth below.
Unless otherwise specified by written amendment to this Agreement, CITY will
pay this sum as specified in the attached Scope of Work (Exhibit A).
2. SCOPE OF SERVICES.
A. CONSULTANT will perform services listed in the attached Scope of Work
(Exhibit A) which is incorporated herein by reference.
B. CONSULTANT will, in a professional manner, furnish all of the labor, technical,
administrative, professional and other personnel, all supplies and materials,
equipment, printing, vehicles, transportation, office space and facilities, and all
tests, testing and analyses, calculation, and all other means whatsoever, except as
herein otherwise expressly specified to be furnished by CITY, necessary or proper
to perform and complete the work and provide the professional services required
of CONSULTANT by this Agreement.
3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT
will use the appropriate generally accepted professional standards of practice existing at the time
of performance utilized by persons engaged in providing similar services. CITY will
continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any
deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any
shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne
by CONSULTANT.
Agreement No. 6092
4. MAINTENANCE, DATA, AND SUPPORT
A. CITY shall receive full support and maintenance from CONSULTANT and CONSULTANT
shall upon request from CITY:
i. repair all bugs, defects, glitches, errors, flaws, faults, or similar complications with hosted
software functionality as soon as reasonably possible but no later than within two business days
after the bugs, defects, glitches, errors, flaws, faults, or similar complications with hosted
software is discovered, identified or reported.
ii. respond to all technical inquiries from CITY within one business day.
iii. provide CITY with updates to technical documentation upon development and deployment to
CONSULTANT'S other customers.
iv. provide CITY with access to product enhancements made to the base product, once the
product enhancements are made available and deployed to CONSULTANT's other customers.
B. Supported Items. Granicus software, as purchased by CITY from CONSULTANT, is
supported by Granicus and that support includes, but is not limited to, the following services:
technical support, trouble -shooting, installation assistance and/or access to online hosted
software, basic usability assistance, solving software conflicts and usability problems, support
for updates, and patches for bugs and security holes in hosted software.
C. Support Request Process: All support issues or requests must be sent to CONSULTANT via
email at su ort "' ranic:us.com. CONSULTANT's technical staff shall monitor this email
address. CITY may also contact CONSULTANT to request and discuss support and related
issues by phone at 1-800-314-0147.
D. Support Response Process.
i. CONSULTANT shall verify the receipt of a reported issue within one business day and
provide a targeted response time to resolve the reported issue.
ii. CONSULTANT will notify CITY via email when an issue has been resolved at
planning@elsegundo.org.
iii. CONSULTANT will notify CITY when it is not possible to resolve an issue by the targeted
response time and shall provide CITY with a new mutually -agreed target response time.
E. Customer Service Availability. Customer service is available Monday through Friday, 8:00
AM Eastern to 10:00 PM Eastern, excluding federal holidays.
F. Access to Customer Data. CITY shall have access to online data that will be accessible for
download in .csv format by logging in through a password protected website. CITY shall have
ability to request multiple logins at no additional cost.
G. Consent to Use Customer Data. CONSULTANT shall not sell, retain, use, or disclose
personal information of any CITY customer for any purpose, including but not limited to
commercial purposes, other than for the specific purpose of performing the Services set out in
this Agreement or as otherwise permitted by the California Consumer Privacy Act (CCPA).
H. Data Processing. CONSULTANT shall only access personal information of CITY customers
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for business purposes, as allowed by law. Services will include, at a minimum, industry standard
technical and organization security measures to store personal information, or other data
provided by the use of services (together, the "Customer Data"). These measures are designed to
protect the integrity of Customer Data and guard against unauthorized or unlawful access.
I. System Maintenance: CONSULTANT shall notify CITY for routine maintenance seven days
prior to any hosted online software downtime due to routine maintenance through email
notifications, subscribed to by the CITY, for specific product subscriptions posted on
status. granicusa t n. Consultant shall make every effort to limit disruptions which could
materially affect the CITY's ability to access data or provide services to its customers.
J. Training. CONSULTANT shall provide setup, configuration and virtual online training, by
the CONSULTANT's professional services trainer to CITY staff for each of the following
products:
i. Address Identification and Compliance Monitoring Outreach.
ii. Unlimited initial and refresher trainings are available at no additional cost to CITY. All
trainings by CONSULTANT's staff are available in an online format and are recorded so that
they may be accessed by CITY at any time. Written directions on how to use each module,
accompanied by video explanations are available on the software platform.
K. CONSULTANT represents, assures, and warrants that CONSULTANT hosted software is
stable and reliable; that the hosted software platform is 100% web -based; that the software uses
Cloud hosting built on Github and any device is supported; and that there is no limit to the
number of items or pages on each listing, and there is no limit to the number of users.
5. PAYMENTS. CITY agrees to pay CONSULTANT as set forth in Exhibit A.
6. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for
current services are within the current budget and within an available, unexhausted and
unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient
funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement
will cover only those costs incurred up to the conclusion of the current fiscal year.
7. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONSULTANT agrees that it has:
i. Carefully investigated and considered the scope of services to be
performed;
ii. Carefully considered how the services should be performed; and
iii. Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
B. If services involve work upon any site, CONSULTANT agrees that
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CONSULTANT has or will investigate the site and is or will be fully acquainted
with the conditions there existing, before commencing the services hereunder.
Should CONSULTANT discover any latent or unknown conditions that may
materially affect the performance of the services, CONSULTANT will
immediately inform CITY of such fact and will not proceed except at
CONSULTANT's own risk until written instructions are received from CITY.
S. TERM. The term of this Agreement will commence on the date first hereinabove written
and will continue until August 31, 2022, unless earlier terminated pursuant to Section 15. City
will have the option to renew this Agreement for two (2) period(s) of one (1) year each.
9. TIME FOR PERFORMANCE..
A. CONSULTANT will not perform any work under this Agreement until:
CONSULTANT furnishes proof of insurance as required under Section 22
of this Agreement; and
ii. CITY gives CONSULTANT a written notice to proceed.
B. Should CONSULTANT begin work on any phase in advance of receiving written
authorization to proceed, any such professional services are at CONSULTANT's
own risk.
10. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main
body of this Agreement takes precedence over the attached Exhibits and supersedes any
conflicting provisions therein. Any inconsistency between the Exhibits will be resolved in the
order in which the Exhibits appear below:
A. Exhibit A: Scope of Work/Proposal
B. Exhibit B: Master Subscription Agreement
11. CHANGES. CITY may order changes in the services within the general scope of this
Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the
contract time will be adjusted accordingly. All such changes must be authorized in writing,
executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in
the services will be determined in accordance with written agreement between the parties.
12. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a
Taxpayer Identification Number.
13. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and
maintain during the term of this Agreement, all necessary permits, licenses, and certificates that
may be required in connection with the performance of services under this Agreement.
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14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by
CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights
CITY may have under this Agreement or of any cause of action arising from CONSULTANT's
performance. A waiver by CITY of any breach of any term, covenant, or condition contained in
this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any
other term, covenant, or condition contained in this Agreement, whether of the same or different
character.
15. TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any time
with or without cause upon thirty (30) days prior written notice to the Consultant.
B. CONSULTANT may terminate this Agreement at any time upon thirty (30) days
written notice.
C. Upon receiving a termination notice, CONSULTANT will immediately cease
performance under this Agreement unless otherwise provided in the termination
notice. Except as otherwise provided in the termination notice, any additional
work performed by CONSULTANT after receiving a termination notice will be
performed at CONSULTANT" own cost; CITY will not be obligated to
compensate CONSULTANT for such work.
D. Should termination occur, all finished or unfinished documents, data, studies,
surveys, drawings, maps, reports and other materials prepared by CONSULTANT
solely and exclusively for the City under this Agreement will, at CITY's option,
become CITY's property, and CONSULTANT will receive just and equitable
compensation for any work satisfactorily completed up to the effective date of
notice of termination, not to exceed the total costs under Section 1(C).
E. Should the Agreement be terminated pursuant to this Section, CITY may procure
on its own terms services similar to those terminated.
F. By executing this document, CONSULTANT waives any and all claims for
damages that might otherwise arise from CITY's termination under this Section.
16.OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models,
photographs and reports prepared by CONSULTANT solely and exclusively for City under this
Agreement are CITY's property. CONSULTANT may retain copies of said documents and
materials as desired, but will deliver all original materials to CITY upon CITY's written notice.
CITY agrees that use of CONSULTANT's completed work product solely and exclusively for
City under this Agreement, for purposes other than identified in this Agreement, or use of
incomplete work product, is at CITY's own risk. In the event either Party terminates the
agreement or CONSULTANT ceases business operations, then CITY's data will be sent to CITY
along with the database schema to make the data accessible within five business days of
agreement termination date or CONSULTANT's cessation of business. All of CITY's data will
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be stored in a Postgres database on Amazon Web Services and CITY's data can also be
accessible to CITY on demand anytime in a .csv format.
17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service
under this Agreement, no copies, sketches, or graphs of materials, including graphic artwork,
prepared solely and exclusively for the City pursuant to this Agreement, will be released by
CONSULTANT to any other person or public CITY without CITY's prior written approval. All
press releases, including graphic display information to be published in newspapers or
magazines, will be approved and distributed solely by CITY, unless otherwise provided by
written agreement between the parties.
18. INDEMNIFICATION.
A. CONSULTANT agrees to the following:
Indemnification for Professional Services. CONSULTANT will save
harmless and indemnify and at CITY's request reimburse defense
costs for CITY and all its officers, volunteers, employees and
representatives from and against any and all suits, actions, or claims,
of any character whatever, brought for, or on account of, any injuries
or damages sustained by any person or property resulting or arising
from any negligent or wrongful act, error or omission by
CONSULTANT or any of CONSULTANT's officers, agents,
employees, or representatives, in the performance of this Agreement,
except for such loss or damage arising from CITY's sole negligence or
willful misconduct.
ii. Indemnification for other Damages. CONSULTANT indemnifies and
holds CITY harmless from and against any claim, action, damages,
costs (including, without limitation, attorney's fees), injuries, or
liability, arising out of this Agreement, or its performance, except for
such loss or damage arising from CITY's sole negligence or willful
misconduct. Should CITY be named in any suit, or should any claim
be brought against it by suit or otherwise, whether the same be
groundless or not, arising out of this Agreement, or its performance,
CONSULTANT will defend CITY (at CITY's request and with
counsel satisfactory to CITY) and will indemnify CITY for any
judgment rendered against it or any sums paid out in settlement or
otherwise.
iii. Intellectual Property Infringement. Granicus will defend Client from
and against all losses, liabilities, damages and expenses arising from any
claim or suit by a third party unaffiliated with either Party to this
Agreement ("Claims") and shall pay all losses, damages, liabilities,
settlements, judgments, awards, interest, civil penalties, and reasonable
expenses (collectively, "Losses," and including reasonable attorneys' fees
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Agreement No. 6092
and court costs), to the extent arising out of any Claims by any third party
that Granicus Products and Services infringe a valid U.S. copyright or
U.S. patent issued as of the date of the applicable purchase order ("Order")
or statement of work ("SOW"). In the event of such a Claim, if Granicus
determines that an affected Order or SOW is likely, or if the solution is
determined in a final, non -appealable judgment by a court of competent
jurisdiction, to infringe a valid U.S. copyright or U.S. patent issued as of
the date of the applicable Order or SOW, Granicus will, in its discretion:
(a) replace the affected Granicus Products and Services; (b) modify the
affected Granicus Products and Services to render it non -infringing; or (c)
terminate this Agreement or the applicable Order or SOW with respect to
the affected solution and refund to Client any prepaid fees for the then -
remaining or unexpired portion of the Order or SOW term.
Notwithstanding the foregoing, Granicus shall have no obligation to
indemnify, defend, or hold Client harmless from any Claim to the extent it
is based upon: (i) a modification to any solution by Client (or by anyone
under Client's direction or control or using logins or passwords assigned
to Client); (ii) a modification made by Granicus pursuant to Client's
required instructions or specifications or in reliance on materials or
infonnation provided by Client; or (iii) Client's use (or use by anyone
under Client's direction or control or using logins or passwords assigned
to Client) of any Granicus Products and Services other than in accordance
with this Agreement. This section sets forth Client's sole and exclusive
remedy, and Granicus' entire liability, for any Claim that the Granicus
Products and Services or any other materials provided by Granicus violate
or infringe upon the rights of any third party.
iv. Excluding liability (i) covered by the indemnification obligations set forth
in this Contract, subject to the insurance cap set forth in Section 22 or (ii)
covered by the insurance obligations set forth in this Contract (in which
case, Granicus' aggregate liability for such covered liability shall be
limited to the proceeds under such insurance), or (iii) resulting from the
occurrence of a Data Breach or Security Incident, or (iv) any combination
of (i), (ii), and (iii), neither Client nor Granicus' aggregate liability under
this Contract, may exceed the amount paid by Client to Granicus
hereunder during the twelve months prior to the event giving rise to
liability. Notwithstanding the foregoing, for liability incurred from a Data
Breach or Security Incident, neither Client nor Granicus' liability may
exceed two times (2x) the amount paid by Client to Granicus hereunder
during the twelve months prior to the event giving rise to liability, if and
to the extent only that this liability is not covered by: (i) the
indemnification obligations set for in this Contract, or (ii) the insurance
obligations set forth in this Contract, or (iii) both.
EXCLUSION OF INDIRECT AND CONSEQUENTIAL DAMAGES.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
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CONTRARY, NEITHER PARTY WILL BE RESPONSIBLE FOR
SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER
SIMILAR DAMAGES (INCLUDING LOST PROFITS, SALES,
REVENUES OR BUSINESS OPPORTUNITY) THAT THE OTHER
PARTY MAY INCUR OR EXPERIENCE IN CONNECTION WITH
THIS AGREEMENT, HOWEVER CAUSED AND UNDER
WHATEVER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, agents, representatives, and certified volunteers.
C. It is expressly understood and agreed that the foregoing provisions will survive
termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to be
maintained by CONSULTANT as required by Section 22, and any approval of
said insurance by CITY, are not intended to and will not in any manner limit or
qualify the liabilities and obligations otherwise assumed by CONSULTANT
pursuant to this Agreement, except as expressly set forth herein.
19. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services.
CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's
written approval are prohibited and will be null and void.
20.INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that
CONSULTANT will act as an independent contractor and will have control of all work and the
manner in which is it performed. CONSULTANT will be free to contract for similar service to
be performed for other employers while under contract with CITY. CONSULTANT is not an
agent or employee of CITY and is not entitled to participate in any pension plan, insurance,
bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that
may appear to give CITY the right to direct CONSULTANT as to the details of doing the work
or to exercise a measure of control over the work means that CONSULTANT will follow the
direction of the CITY as to end results of the work only.
21. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with
respect to all services and matters covered under this Agreement. CITY will have free access at
all reasonable times to such records, and the right to examine and audit the same and to make
transcript therefrom, and to inspect all program data, documents, proceedings and activities.
CONSULTANT will retain such financial and program service records for at least three (3) years
after termination or final payment under this Agreement.
22. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this
Agreement is effective, CONSULTANT will procure and maintain the following
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types of insurance with coverage limits complying, at a minimum, with the limits
set forth below:
Type of Insurance Limits
Commercial general liability: $2,000,000
Professional Liability $1,000,000
Business automobile liability $1,000,000
Workers' compensation Statutory requirement
B. Commercial general liability insurance will meet or exceed the requirements of
ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth
above will be a combined single limit per occurrence for bodily injury, personal
injury, and property damage for the policy coverage. Liability policies will be
endorsed to name CITY, its officials, and employees as "additional insureds"
under said insurance coverage and to state that such insurance will be deemed
"primary" such that any other insurance that may be carried by CITY will be
excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10
11 85 or 88, or equivalent. Such insurance will be on an "occurrence," not a
"claims made," basis and will not be cancelable or subject to reduction except
upon thirty (30) days prior written notice to CITY.
C. Professional liability coverage will be on an "occurrence basis" if such coverage
is available, or on a "claims made" basis if not available. When coverage is
provided on a "claims made basis," CONSULTANT will continue to renew the
insurance for a period of three (3) years after this Agreement expires or is
terminated. Such insurance will have the same coverage and limits as the policy
that was in effect during the term of this Agreement and will cover
CONSULTANT for all claims made by CITY arising out of any errors or
omissions of CONSULTANT, or its officers, employees or agents during the time
this Agreement was in effect.
D. Automobile coverage will be written on ISO Business Auto Coverage Form CA
00 01 06 92, including symbol 8 & 9 (Hired and Non -Owned).
E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance
evidencing maintenance of the insurance required under this Agreement and such
other evidence of insurance or copies of policies as may be reasonably required
by CITY from time to time. Insurance must be placed with insurers with a current
A.M. Best Company Rating equivalent to at least a Rating of "A:VII."
F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance
required by this Agreement, CITY may obtain such coverage at
CONSULTANT's expense and deduct the cost of such insurance from payments
in
Agreement No. 6092
due to CONSULTANT under this Agreement or terminate pursuant to Section 15.
23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written
approval to use any consultants while performing any portion of this Agreement. Such approval
must approve of the proposed consultant and the terms of compensation.
24. INCIDENTAL TASKS. N/A.
25. NOTICES. All communications to either party by the other party will be deemed made
when received by such party at its respective name and address as follows:
If to CONSULTANT: If to CITY:
Granicus, LLC City of El Segundo
408 St. Peter Street Attn: Planning Manager
Suite 600 350 Main Street
Saint Paul, MN 55102 El Segundo, CA 90245
Attention: Contracts
contracts@granicus.com
Any such written communications by mail will be conclusively deemed to have been received by
the addressee upon deposit thereof in the United States Mail, postage prepaid and properly
addressed as noted above. In all other instances, notices will be deemed given at the time of
actual delivery. Changes may be made in the names or addresses of persons to whom notices are
to be given by giving notice in the manner prescribed in this paragraph.
26. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict -of -interest
laws and regulations including, without limitation, CITY's conflict -of -interest regulations.
27. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor
retained any company or person, other than CONSULTANT's bona fide employee, to solicit or
secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed
to pay any company or person, other than CONSULTANT's bona fide employee, any fee,
commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting
from the award or making of this Agreement. Should CONSULTANT breach or violate this
warranty, CITY may rescind this Agreement without liability.
28. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is
generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any
other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or
CITY's obligations under this Agreement.
29. INTERPRETATION. This Agreement was drafted in and will be construed in accordance
with the laws of the State of California, and exclusive venue for any action involving this
agreement will be in Los Angeles County.
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Agreement No. 6092
30. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state,
and local laws applicable to this Agreement.
31. ENTIRE AGREEMENT. This Agreement and its exhibits set forth the entire
understanding of the parties. There are no other understandings, terms or other agreements
expressed or implied, oral or written. There are two exhibits to this Agreement. This Agreement
will bind and inure to the benefit of the parties to this Agreement and any subsequent successors
and assigns.
32. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this
Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole,
and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party.
33. SEVERABILITY. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the
extent necessary in the opinion of the court to render such portion enforceable and, as so
modified, such portion and the balance of this Agreement will continue in full force and effect.
34. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this Agreement and to
engage in the actions described herein. This Agreement may be modified by written amendment.
CITY's executive manager, or designee, may execute any such amendment on behalf of CITY.
35. ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that this
Agreement, agreements ancillary to this Agreement, and related documents to be entered into in
connection with this Agreement will be considered signed when the signature of a party is
delivered by facsimile transmission. Such facsimile signature will be treated in all respects as
having the same effect as an original signature.
36. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
37. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
38. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood,
explosion, acts of terrorism, war, embargo, government action, civil or military authority, the
natural elements, or other similar causes beyond the Parties' reasonable control, then the
Agreement will immediately terminate without obligation of either party to the other.
39. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity
to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its
financial resources, surety and insurance experience, service experience, completion ability,
personnel, current workload, experience in dealing with private consultants, and experience in
dealing with public agencies all suggest that CONSULTANT is capable of performing the
proposed contract and has a demonstrated capacity to deal fairly and effectively with and to
satisfy a public CITY.
Agreement No. 6092
[Signatures on next page]
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Agreement No. 6092
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year
first hereinabove written.
CIT;MMit
EL SEGUNDO
�f
S ott nick�..
City Manager
ATTES`
Tracy Weaver,
City Clerk
APPROVED AS TO FORM:
MARK D HENSLEY, City Attorney
by
APPROVED AS TO TECHNICAL
SPECIFICATIONS: n ,'
Charles Mallory, ""~-— .
Director of Information TechnoUF-,v Services
GRANICUS, LLC
Name: Kelly Oliver
Title: Vice President Contracts
Taxpayer ID No. 81-3573727
Insurance Approved by: Proof of Insurance
is current.
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GR A N I CIJ S
EXHIBIT A Agreement No. 6092
408 Saint Peter Street, Suite 600 THIS IS NOT AN INVOICE Order Form
Saint Paul, MN 55102 Prepared for
United States El Segundo, CA
Granicus Proposal for El Segundo, CA
ORDER DETAILS
Prepared By:
Kyle Salonga
Phone:
415.874.1783
Email:
kyle.salonga@granicus.com
Order #:
Q-129261
Prepared On:
04/19/2021
Expires On:
06/30/2021
ORDER TERMS
Currency: USD
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of
performance.)
Period of Performance: This Agreement shall become effective on 6/1 /2021 and will continue for
15 months. Client will have the option to renew this Agreement for 2
period(s) of 1 year each.
Order #: Q-129261
Prepared: 04/ 19/2021
Page 1 of 6
Agreement No. 6092
Order Form
El Segundo, CA
PRICING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this
Proposal.
SMENEEMEM
Solution
Billing
Quantity/Unit
One -Time Fee
Fre uenc
Address Identification - Setup and
Up Front
1 Each
$0.00
Configuration
Address Identification - Online Training
Up Front
1 Each
$0.00
Compliance Monitoring - Setup and
Up Front
1 Each
$0.00
Configuration
Compliance Monitoring - Online Training
Up Front
1 Each
$0.00
SUBTOTAL*
$0.60
Solution
Period of"enc
antity/
Annual Fee
NAM
Prorated Fee
Performance
Unit
Address Identification
6/1/2021to
Annual
229
Rental
$10,305.00
$12,881.25
8/31 /2022
Listings
Compliance Monitoring
6/1/2021to
Annual
119
Rental
$2,677.98
$3,347.47
8/31 /2022
Units
SUBTOTAL:
$12,982.98
$16,228.72
Order #: Q-129261
Prepared: 04/19/2021
Page 2 of 6
Agreement No. 6092
G R A N I C'U S
Order #: Q-1 29261
Prepared: 04/19/2021
Order Form
El Segundo, CA
Page 3 of 6
Agreement No. 6092
z
Order Form
El Segundo, CA
Solution
Description
Address Identification
Service to systematically identify the addresses and owner's contact
information for short-term rentals located in a specific local government's
jurisdiction. Data provided in the form of a online software platform which
makes it easy to access the complete property and owner address
information and screenshots for all identifiable short-term rental units.
Address Identification - Setup
Setup and configuration of the platform to facilitate the systematic
and Configuration
identification of the addresses and owner's contact information for short-
term rentals located in a specific local government's jurisdiction.
Address Identification - Online
Virtual training session with a Granicus professional services trainer.
Training
Compliance Monitoring
Compliance monitoring provides up-to-date information for each
identified Rental Unit and its compliance status. We configure your
compliance definition specific to your jurisdiction rules and ordinances in
order to provide up-to-date compliance status of each identified Rental
Unit. Additionally, this product will:- Allow your team to send letters to non-
compliant properties 24/7
- Configure letter templates with your branding and letterhead
- Add as many letter sequences as you need for escalation
- Monitor properties that become compliant after letter enforcement
Compliance Monitoring - Setup
Setup and configuration of the system to enable ongoing monitoring of a
and Configuration
specific jurisdiction's short-term rentals for compliance with the relevant
registration/licensing/permitting requirements.
Compliance Monitoring -
Virtual training session with a Granicus professional services trainer,
Online Training
Order #: Q-129261
Prepared: 04/19/2021
Page 4 of 6
Agreement No. 6092
GRANICUS
TERMS & CONDITIONS
Order Form
El Segundo, CA
• 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 El Segundo, CA to provide applicable exemption certificate(s).
• Granicus certifies that it will not sell, retain, use, or disclose any personal information provided by Client for any
purpose other than the specific purpose of performing the services outlined within this Agreement.
• If submitting a Purchase Order, please include the following language: The pricing, terms and conditions of quote
Q-129261 dated 04-19-2021 are incorporated into this Purchase Order by reference and shall take precedence
over any terms and conditions included in this Purchase Order.
• Notwithstanding anything to the contrary, Granicus reserves the right to adjust pricing at any renewal in which
the volume has changed from the prior term without regard to the prior term's per -unit pricing.
Order #: Q-129261
Prepared: 04/19/2021
Page 5 of 6
(GI Agrr9141 91f t52
GRAN ICUS
Master Subscription Agreement
This Master Subscription Agreement ("Agreement) is made by and between the City of El Segundo
("Client") and Granicus, LLC, a Minnesota Limited Liability Company d/b/a Granicus ("Granicus") and
incorporated as Exhibit B to the Professional Services Agreement entered into between the Client and
Granicus on June V, 2021. Client and Granicus may each be referred to herein as "Party" or collectively
as "Parties".
By accessing the Granicus Products and Services, Client accepts this Agreement.
1. Definitions. In addition to terms defined elsewhere in this Agreement, the following terms shall have
the meaning specified:
"Agreement Term" means the total time covered by the Initial Term and all Extension Terms for each
Order or SOW under this Agreement, further specified in Section 7.1.
"Extension Term" means any term that increases the length of the Initial Term of this Agreement or
an Order Term of an Order or SOW.
"Granicus Products and Services" means the products and services made available to Client pursuant
to this Agreement, which may include Granicus products and services accessible for use by Client on
a subscription basis ("Software -as -a -Service" or "SaaS"), Granicus professional services, content from
any professional services or other required equipment components or other required hardware, as
specified in each Order or SOW.
"Initial Term" shall have the meaning specified in Exhibit A or Order or SOW between Granicus and
Client for the first duration of performance that Client has access to Granicus Products and Services.
"Order" means a written order, proposal, or purchase document in which Granicus agrees to provide
and Client agrees to purchase specific Granicus Products and Services.
"Order Term" means the then -current duration of performance identified on each Order or SOW, for
which Granicus has committed to provide, and Client has committed to pay for, Granicus Products
and Services.
"Statement of Work" or "SOW" means a written order, proposal, or purchase document that is signed
by both Parties and describes the Granicus Products and Services to be provided and/or performed
by Granicus. Each Order or SOW shall describe the Parties' performance obligations and any
assumptions or contingencies associated with the implementations of the Granicus Products and
Services, as specified in each Order or SOW placed hereunder.
"Support" means the ongoing support and maintenance services performed by Granicus related to
the Granicus Products and Services as specified in each Order or SOW placed between the Parties.
2. Ordering and Scope
2.1. Ordering Granicus Products and Services. The Parties may execute one or more Order or SOW
related to the sale and purchase of Granicus Products and Services. Each Order or SOW will
generally include an itemized list of the Granicus Products and Services as well as the Order Term
for such Granicus Products and Services. Each Order or SOW must, generally, be signed by the
Parties; although, when a validly -issued purchase order by Client accompanies the Order orSOW,
then the Order or SOW need not be executed by the Parties. Each Order or SOW shall be
governed by this Agreement regardless of any pre-printed legal terms on each Order or SOW,
and by this reference is incorporated herein.
Denver, CO St. Paul, MN Washington, DC United Kingdom
800.314.0147 800.314.,0147 800.314.0147 +44.0845.467.2972
Agreement No. 6092
2.2. Support. Basic support related to standard Granicus Products and Services is included within the
fees paid during the Order Term. Granicus may update its Support obligations under this
Agreement, so long as the functionality purchased by Client is not materially diminished.
2.3. Future Functionality. Client acknowledges that any purchase hereunder is not contingent on the
delivery of any future functionality or features.
2.4. Cooperative Purchasing. To the extent permitted by law and approved by Client, the terms of
this Agreement and set forth in one or more Order or SOW may be extended for use by other
municipalities, school districts and governmental agencies upon execution of an addendum or
other duly signed writing setting forth all of the terms and conditions forsuch use. The applicable
fees for additional municipalities, school districts or governmental agencies will be provided by
Granicus to Client and the applicable additional party upon written request.
3. Use of Granicus Products and Services and Proprietary Rights
3.1. Granicus Products and Services. The Granicus Products and Services are purchased by Client as
subscriptions during an Order Term specified in each Order or SOW. Additional Granicus Products
and Services may be added during an Order Term as described in Section 2.1.
3.2. Permitted Use. Subject to the terms and conditions of this Agreement, Granicus hereby grants
during each Order Term, and Client hereby accepts, solely for its internal use, a worldwide,
revocable, non-exclusive, non-transferrable right to use the Granicus Products and Services to
the extent allowed in the relevant Order or SOW (collectively the "Permitted Use").
3.2.1. Data Sources. Data uploaded into Granicus Products and Services must be brought in
from Client sources (interactions with end users and opt -in contact lists). Client cannot
upload purchased contact information into Granicus Products and Services without
Granicus' written permission and professional services support for list cleansing.
Granicus certifies that it will not sell, retain, use, or disclose any personal information
provided by Client for any purpose other than the specific purpose of performing the
Services outlined within this Agreement.
3.2.2. Passwords. Passwords are not transferable to any third party. Client is responsible for
keeping all passwords secure and all use of the Granicus Products and Services accessed
through Client's passwords.
3.2.3. Content. Client can only use Granicus Products and Services to share content that is
created by and owned by Client and/or content for related organizations provided that
it is in support of other organizations but not as a primary communication vehicle for
other organizations that do not have a Granicus subscription. Any content deemed
inappropriate for a public audience or in support of programs or topics that are unrelated
to Client, can be removed or limited by Granicus.
3.2.3.1. Disclaimers. Any text, data, graphics, or any other material displayed or
published on Client's website must be free from violation of or infringement of
copyright, trademark, service mark, patent, trade secret, statutory, common law
or proprietary or intellectual property rights of others. Granicus is not
responsible for content migrated by Client or any third party.
3.2.4. Advertising. Granicus Products and Services shall not be used to promote products or
services available for sale through Client or any third party unless approved in writing, in
advance, by Granicus. Granicus reserves the right to request and review the details of
any agreement between Client and a third party that compensates Client for the right to
have information included in Content distributed or made available through Granicus
Products and Services prior to approving the presence of Advertising within Granicus
Products and Services.
C)RAN!�c t!.
Agreement No. 6092
3.2.5. Granicus Subscriber Information for Communications Cloud Suite only
3.2.5.1. Data Provided by Client. Data provided by Client and contact information
gathered through Client's own web properties or activities will remain the
property of Client ("Direct Subscriber"), including any and all personally
identifiable information (PII). Granicus will not release the data without the
express written permission of Client, unless required by law.
3.2.5.2. Granicus shall not disclose the client's data except to any third parties as
necessary to operate the Granicus Products and Services (provided that the
client hereby grants to Granicus a perpetual, noncancelable, worldwide, non-
exclusive license to utilize any data, on an anonymous or aggregate basis only,
that arises from the use of the Granicus Products and Services by the client,
whether disclosed on, subsequent to, or prior to the Effective Date, to improve
the functionality of the Granicus Products and Services and any other
legitimate business purpose including the right to sublicense such data to third
parties, subject to all legal restrictions regarding the use and disclosure of such
information).
3.2.5.3. Data Obtained through the Granicus Advanced Network
3.2.5.3.1. Granicus offers a SaaS product, known as the Communications Cloud,
that offers Direct Subscribers recommendations to subscribe to other Granicus
Client's digital communication (the "Advanced Network"). When a Direct
Subscriber signs up through one of the recommendations of the Advanced
Network, that subscriber is a "Network Subscriber" to the agency it subscribed
to through the Advanced Network.
3.2.5.3.2. Access to the Advanced Network is a benefit of the GovDelivery
Communications Cloud subscription with Granicus. Network Subscribers are
available for use only on the GovDelivery Communications Cloud while Client is
under an active GovDelivery Communications Cloud subscription. Network
Subscribers will not transfer to Client upon termination of any Granicus Order,
SOW or Exhibit. Client shall not use or transfer any of the Network Subscribers
after termination of its Order, SOW or Exhibit placed under this Agreement. All
information related to Network Subscribers must be destroyed by Client within
15 calendar days of the Order, SOW or Exhibit placed under this Agreement
terminating.
3.2.5.3.3. Opt -In. During the last 10 calendar days of Client's Order Term for the
terminating Order, SOW or Exhibit placed under this Agreement, Client may
send an opt -in email to Network Subscribers that shall include an explanation
of Client's relationship with Granicus terminating and that the Network
Subscribers may visit Client's website to subscribe to further updates from
Client in the future. Any Network Subscriber that does not opt -in will not be
transferred with the subscriber list provided to Client upon termination.
3.3. Restrictions. Client shall not:
3.3.1. Misuse any Granicus resources or cause any disruption, including but not limited to, the
display of pornography or linking to pornographic material, advertisements, solicitations,
or mass mailings to individuals who have not agreed to be contacted;
Agreement No. 6092
3.3.2. Use any process, program, or tool for gaining unauthorized access to the systems,
networks, or accounts of other parties, including but not limited to, other Granicus
Clients;
3.3.3. Client must not use the Granicus Products and Services in a manner in which system or
network resources are unreasonably denied to other Granicus clients;
3.3.4. Client must not use the Services as a door or signpost to another server.
3.3.5. Access or use any portion of Granicus Products and Services, except as expressly allowed
by this Agreement or each Order or SOW placed hereunder;
3.3.6. Disassemble, decompile, or otherwise reverse engineer all or any portion of the Granicus
Products and Services;
3.3.7. Use the Granicus Products and Services for any unlawful purposes;
3.3.8. Export or allow access to the Granicus Products and Services in violation of U.S. laws or
regulations;
3.3.9. Except as expressly permitted in this Agreement, subcontract, disclose, rent, or lease the
Granicus Products and Services, or any portion thereof, for third party use; or
3.3.10.Modify, adapt, or use the Granicus Products and Services to develop any software
application intended for resale which uses the Granicus Products and Services in whole
or in part.
3.4. Client Feedback. Client assigns to Granicus any suggestion, enhancement, request,
recommendation, correction or other feedback provided by Client relating to the use of the
Granicus Products and Services. Granicus may use such submissions as it deems appropriate in
its sole discretion.
3.5. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Granicus and/or
its licensors reserve all right, title and interest in the Granicus Products and Services, the
documentation and resulting product including all related intellectual property rights. Further,
no implied licenses are granted to Client. The Granicus name, the Granicus logo, and the product
names associated with the services are trademarks of Granicus or its suppliers, and no right or
license is granted to use them.
4. Payment
4.1. Fees. Client agrees to pay all fees, costs and other amounts as specified in each Order or SOW.
Annual fees are due upfront according to the billing frequency specified in each Order or SOW.
Granicus reserves the right to suspend any Granicus Products and Services should there be a
lapse in payment. 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 federaltaxes,
which, if any, will be included in the invoice. It is Client's responsibility to provide applicable
exemption certificate(s).
4.2. Disputed Invoiced Amounts. Client shall provide Granicus with detailed written notice of any
amount(s) Client reasonably disputes within thirty (30) days of the date of invoice for said
amount(s) at issue. Granicus will not exercise its rights under 4.1 above if Client has, in good faith,
disputed an invoice and is diligently trying to resolve the dispute. Client's failure to provide
Granicus with notice of any disputed invoiced amount(s) shall be deemed to be Client's
acceptance of the content of such invoice.
4.3. Price Increases. Any price increases not negotiated in advance shall be provided by Granicus to
Client at least thirty (30) days prior to the end of the Order Term. Upon each yearly anniversary
during the term of this Agreement (including the Initial Term, all Extended Terms, and all Order
Terms), the Granicus Product and Services fees shall increase from the previous term's fees by
up to ten (10) percent per year.
C RANICU a
Agreement No. 6092
S. Representations, Warranties and Disclaimers
5.1. Representations. Each Party represents that it has validly entered into this Agreement and has
the legal power to do so.
5.2. Warranties. Granicus warrants that it takes all precautions that are standard in the industry to
increase the likelihood of a successful performance for the Granicus Products and Services;
however, the Granicus Products and Services are provided "AS IS" and as available.
5.3. Disclaimers. EXCEPT AS PROVIDED IN SECTION 5.2 ABOVE, EACH PARTY HEREBY DISCLAIMS ANY
AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ORAL AND WRITTEN,
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 GRAN ICUS PRODUCTS AND SERVICES WILL MEET CLIENT'S
REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.
6. Confidential Information
6.1. Confidential Information. It is expected that one Party (Disclosing Party) may disclose to the
other Party (Receiving Party) certain information which may be considered confidential and/or
trade secret information ("Confidential Information"). Confidential Information shall include: (i)
Granicus' Products and Services, (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 to the Receiving Party, given the nature
of the information and the context in which disclosed.
Subject to applicable law, each Receiving Party agrees to receive and hold any Confidential
Information in strict confidence. Without limiting the scope of the foregoing, each Receiving
Party also agrees: (a) to protect and safeguard the Confidential Information against unauthorized
use, publication or disclosure; (b) not to reveal, report, publish, disclose, transfer, copy or
otherwise use any Confidential Information except as specifically authorized by the Disclosing
Party; (c) not to use any Confidential Information for any purpose other than as stated above; (d)
to 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 (e) to
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.
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.
6.2. Exceptions. Confidential Information shall not include information which: (i) is or becomes public
knowledge through no fault of the Receiving Party; (ii) was in the Receiving Party's possession
before receipt from the Disclosing Party; (iii) is rightfully received by the Receiving party from a
third party without any duty of confidentiality; (iv) is disclosed by the Disclosing Party without
any duty of confidentiality on the third party; (v) is independently developed by the Receiving
Party without use or reference to the Disclosing Party's Confidential Information; or (vi) is
disclosed with the prior written approval of the Disclosing Party.
c:a.RANICU }
Agreement No. 6092
6.3. Storage and Sending. In the event that Granicus Products and Services will be used to store
and/or send Confidential Information, Granicus must be notified in writing, in advance of the
storage or sending. Should Client provide such notice, Client must ensure that Confidential
Information or sensitive information is stored behind a secure interface and that Granicus
Products and Services be used only to notify people of updates to the information that can be
accessed after authentication against a secure interface managed by Client.
6.4. Return of Confidential Information. Each Receiving Party shall return or destroy the Confidential
Information immediately upon written request by the Disclosing Party; provided, however, that
each Receiving Party may retain one copy of the Confidential Information in orderto comply with
applicable laws and the terms of this Agreement. Customer understands and agrees that it may
not always be possible to completely remove or delete all personal data from Granicus'
databases without some residual data because of backups and for other reasons.
7. Term and Termination
7.1. Agreement Term. The Agreement Term shall begin on the date of the initial Order or SOW and
continue through the latest date of the Order Term of each Order or SOW under this Agreement,
unless otherwise terminated as provided in this Section 7. Each Order or SOW will specify an
Order Term forthe Granicus Products and Services provided underthe respective Order orSOW.
Client's right to access or use the Granicus Products and Services will cease at the end of the
Order Term identified within each Order or SOW, unless either extended or earlier terminated
as provided in this Section 7. Unless a Party has given written notice to the other Party at
least ninety (90) days priorto the end of the then -current OrderTerm, the Granicus Products and
Services will automatically renew at the end of each term for an Extension Term of one (1) year.
7.2. Effect of Termination. If the Parties agree to terminate this Agreement and an Order or SOW is
still in effect at the time of termination, then the terms and conditions contained in this
Agreement shall continue to govern the outstanding Order or SOW until termination or
expiration thereof. If the Agreement is terminated for breach, then unless otherwise agreed to
in writing, all outstanding Orders or SOWS shall immediately terminate as of the Agreement
termination date. Unless otherwise stated in this Agreement, in no event shall Client be entitled
to a refund of any prepaid fees upon termination.
7.3. Termination for Cause. The non -breaching Party may terminate this Agreement upon written
notice if the other Party is in material breach of this Agreement and fails to cure such breach
within thirty (30) days after the non -breaching Party provides written notice of the breach. A
Party may also terminate this Agreement immediately upon notice if the other Party: (a) is
liquidated, dissolved, or adjudged to be in a state of bankruptcy or receivership; (b) is insolvent,
unable to pay its debts as they become due, makes an assignment for the benefit of creditors or
takes advantage of any law for the benefit of debtors; or (c) ceases to conduct business for any
reason on an ongoing basis leaving no successor in interest. Granicus may, without liability,
immediately suspend or terminate any or all Order or SOW issued hereunder if any Fees owed
under this Agreement are past due pursuant to Section 4.1.
7.4. Rights and Obligations After Termination. In the event of expiration or termination of this
Agreement, Client shall immediately pay to Granicus all Fees due to Granicus through the date
of expiration or termination.
7.5. Survival. All rights granted hereunder shall terminate upon the latter of the termination or
expiration date of this Agreement, or each Order or SOW. The provisions of this Agreement with
respect to warranties, liability, choice of law and jurisdiction, and confidentiality shall survive
termination of this Agreement and continue in full force and effect.
J, ORANICUS
Agreement No. 6092
7.6. Defense. With regard to any Claim subject to indemnification pursuant to this Section 9: (a) the
Party seeking indemnification shall promptly notify the indemnifying Party upon becoming aware
of the Claim; (b) the indemnifying Party shall promptly assume sole defense and control of such
Claim upon becoming aware thereof; and (c) the indemnified Party shall reasonably cooperate
with the indemnifying Party regarding such Claim. Nevertheless, the indemnified Party may
reasonably participate in such defense, at its expense, with counsel of its choice, but shall not
settle any such Claim without the indemnifying Party's prior written consent. The indemnifying
Party shall not settle or compromise any Claim in any mannerthat imposes any obligations upon
the indemnified Party without the prior written consent of the indemnified Party.
8. General
8.1. Relationship of the Parties. Granicus and Client acknowledge that they operate independent of
each other. Nothing in this Agreement shall be deemed or construed to create a joint venture,
partnership, agency, or employee/employer relationship between the Parties for any purpose,
including, but not limited to, taxes or employee benefits. Each Party will be solely responsible for
the payment of all taxes and insurance for its employees and business operations.
8.2. Headings. The various section headings of this Agreement are inserted only for convenience of
reference and are not intended, nor shall they be construed to modify, define, limit, or expand
the intent of the Parties.
8.3. Amendments. This Agreement may not be amended or modified except by a written instrument
signed by authorized representatives of both Parties.
8.4. Severability. To the extent permitted by applicable law, the Parties hereby waive any provision
of law that would render any clause of this Agreement invalid or otherwise unenforceable in any
respect. In the event that a provision of this Agreement is held to be invalid or otherwise
unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum
extent permitted by applicable law, and the remaining provisions of this Agreement will continue
in full force and effect.
8.5. Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of
its rights or obligations hereunder, either voluntarily or by operation of law, without the prior
written consent of the other Party (such consent not to be unreasonably withheld); provided,
however, that either Party may assign this Agreement without the other Party's consent in the
event of any successor or assign that has acquired all, or substantially all, of the assigning Party's
business by means of merger, stock purchase, asset purchase, or otherwise. Any assignment or
attempted assignment in violation of this Agreement shall be null and void.
8.6. No Third -Party Beneficiaries. Subject to Section 10.5 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.
8.7. Notice. Other than routine administrative communications, which may be exchanged by the
Parties via email or other means, all notices, consents, and approvals hereunder shall be in
writing and shall be deemed to have been given upon: (a) personal delivery; (b) the day of
receipt, as shown in the applicable carrier's systems, if sent via FeclEx, UPS, DHL, or other
nationally recognized express carrier; (c) the third business day after sending by U.S. Postal
Service, First Class, postage prepaid, return receipt requested; or (d) sending by email, with
confirmed receipt from the receiving party. Either Party may provide the other with notice of a
change in mailing or email address in which case the mailing or email address, as applicable, for
that Party will be deemed to have been amended. The mailing and email addresses of the Parties
are as follows:
Agreement No. 6092
ATTN: Contracts
Address:
408 St. Peter Street
Suite 600
Saint Paul, MN 55102
Phone:
(651) 757-4154
Email:
contracts@granicus.com
ATTN:
Address:
Phone:
Email:
8.8. Force Majeure. Any delay in the performance by either Party hereto of its obligations hereunder
shall 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.
8.9. Reference. Notwithstanding any other terms to the contrary contained herein, Client grants
Granicus the right to use Client's name and logo in Client lists and marketing materials.
8.10. Injunctive Relief. Granicus is entitled to obtain injunctive relief if Client's use of Granicus
Products and Services is in violation of any restrictions set forth in this Agreement.
GRANiCus
regimen°io:
Final Audit Report 2021-05-10
Created: 2021-05-10
By: Cale Brakke (Cale.8rakke@granicus.com)
Status: Signed
Transaction ID: CBJCHBCAABAArPmS7RSQoTtR3RzRbglxGW9YWhbbwZA8
"Granicus PSA - Host Compliance —FINAL DRAFT_2021 MAY10"
History
i Document created by Cale Brakke (Cale.Brakke@granicus.com)
2021-05-10 - 6:47:29 PM GMT- IP address: 73.228.183.131
Document emailed to Kelly Oliver (kelly.oliver@granicus.com) for signature
2021-05-10 - 6:49:36 PM GMT
Email viewed by Kelly Oliver (kelly.oliver@granicus.com)
2021-05-10 - 10:24:28 PM GMT- IP address: 104.128.26.92
0p Document e-signed by Kelly Oliver (kelly.oliver@granicus.com)
Signature Date: 2021-05-10 - 10:24:55 PM GMT -Time Source: server- IP address: 216.193.158.137
Agreement completed.
2021-05-10 - 10:24:55 PM GMT
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