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CONTRACT 7529 Professional Services AgreementAgreement No. 7529 Docusign Envelope ID: 18F3CEE9-E963-4FF5-BEFB-F1 041 OAS2034 05/2025 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND GRANICUS, LLC This AGREEMENT is entered into this 6th day of January, 2026, by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and [GRANICUS, LLC], a MINNESOTA LIMITED LIABILITY COMPANY ("CONSULTANT"). 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 $10,000.50 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 Exhibit 'A" which is incorporated by reference. 2. SCOPE OF SERVICES, A. CONSULTANT will perform services listed in the attached Exhibit "A," in accordance with this Agreement and the Subscription and Services Agreement attached here as Exhibit "C", both exhibits of which are 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 notify CONSULTANT of any deficiencies and CONSULTANT will have THIRTY (30) days after such notification to cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT. -1- Docusign Envelope ID: 18F3CEE9-E963-4FF5-BEFB-F10410A82034 Agreement No. 7529 05/2025 4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the services provided. (all as set forth in Exhibit "A"). 5. 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. 6. 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 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. 7. TERM. The term of this Agreement will be from January 20 2026..to JanuLry 19, 2027. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: A. Completion of the work specified in Exhibit "A"; B. Termination as stated in Section 15. 8. TIME FOR PERFORMANCE. A. CONSULTANT will not perform any work under this Agreement until: -2- Docusign Envelope ID: 18F3CEE9-E963-4FF5-BEFB-F10410A82034 Agreement No. 7529 05/2025 CONSULTANT furnishes proof of insurance as required under Section 22 of this Agreement; and 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. 9. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond CONSULTANT's control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the Manager within forty-eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement's schedule. The Manager will extend the completion time, when appropriate, for the completion of the contracted services. 10. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below: A. Exhibit A: Granicus Proposal; and B. Exhibit B: ATTESTATION OF NON -AUTO USE FOR BUSINESS ENGAGEMENT; and C, Exhibit C: Subscription and Service 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. 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, -3- Docusign Envelope ID: 18F3CEE9-E963-4FF5-BEFB-F10410A82034 Agreement No. 7529 05/2025 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 by providing no less than thirty (30) days written notice before the effective termination date. B. CONSULTANT may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. 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 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. Notwithstanding City's payment obligations as set forth in Section 4 ("PAYMENT"), 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 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, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk. 17.PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any 52 Docusign Envelope ID: 18F3CEE9-E963-4FF5-BEFB-F10410A82034 Agreement No. 7529 05/2025 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: I. 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. H. 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. 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. 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 222, 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, including, without limitation, to the provisions concerning indemnification. -5- Docusign Envelope ID: 18F3CEE9-E963-4FF5-BEFB-F10410A82034 Agreement No. 7529 05/2025 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 types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance Commercial general liability: Professional Liability Business automobile liability Workers compensation Limits $1,000,000 $1,000,000 $1,000,000 Statutory requirement B� Commercial general liability ("CGL") insurance must meet or exceed the requirements of ISO-CGL Form No. CG 00 0104 13, or equivalent, covering CGL on an "occurrence" basis, including property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 M Docusign Envelope ID: 18F3CEE9-E963-4FF5-BEFB-F1041 OA82034 Agreement No. 7529 05/2025 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 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, For automobiles, the insurance must meet or exceed the requirements of Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), or, if CONSULTANT provides proof of a personal automobile policy, such personal policy must include and indicate business venture coverage with limits no less than $1,000,000 per accident for bodily injury and property damage. If CONSULTANT has no owned autos, Code 8 (hired) and 9 (non -owned), with limits no less than $1,000,000 per accident for bodily injury and property damage must be included in coverage. If CONSULTANT does not use an auto for any component of this Agreement's performance, then CONSULTANT must sign and submit the form attached as Exhibit "B" to CITY before carrying out work under this Agreement. E. 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. CITY's additional insured status will apply with respect to liability and defense of suits arising out of CONSULTANT's acts or omissions. 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, and the notice must include any necessary endorsement to facilitate such notice to CITY. F. CONSULTANT will furnish to CITY valid Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, a copy of an Additional Insured endorsement confirming CITY has been given Additional Insured status under the CONSULTANT's General Liability policy, 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 -7- Agreement No. 7529 Docusign Envelope ID: 18F3CEE9-E963-4FF5-BEFB-F10410A82034 05/2025 to at least a Rating of "A:VII." G. Required insurance endorsement language is as follows: Additional Insured Endorsement with this language: "The City of El Segundo, its elected and appointed officials, employees, and volunteers as additional insureds." Cancellation Endorsement with this language: "The City of El Segundo will receive thirty (30) days written notice in the event of cancellation, nonrenewed or reduction." iii. Primary and Non -Contributory Endorsement with this language: "Coverage is primary and non-contributory such that any other insurance that may be carried by the City will be excess thereto." H. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may 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. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update. 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: Attention: Granicus, LLC 1152 15'h Street NW, Suite 800 Washington, DC 20005 1-800-314-0147 contracts@granicus.com If to CITY: Attention: Todd Selby, Interim ITSD Director. 350 Main St. El Segundo, CA 90245 310-524-2375 Tselby@elsegundo.org 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 53 Docusign Envelope ID: 18F3CEE9-E963-4FF5-BEFB-F10410A82034 Agreement No. 7529 05/2025 addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 26. PROHIBITED USE OF ARTIFICIAL INTELLIGENCE. A. Restriction on Artificial Intelligence Usage. CONSULTANT must not utilize, employ, or incorporate any form artificial intelligence, machine learning, or other similar technologies (collectively, "Al") in the provision of professional services in this Agreement without CITY's express written consent. B. Exclusions. The Al prohibition set forth directly above will not apply to general business tools and software that may have Al components but are not directly involved in the execution or delivery of professional services that this Agreement covers, provided that such tools and software do not significantly impact the quality or nature of such services. C. Notification. CONSULTANT must promptly notify CITY, in writing, of any proposal to employ Al in connection its provision of services to the CITY under this Agreement. CITY will have the sole discretion to grant or deny such proposal. 27.CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations. 28. BACKGROUND CHECK; FINGERPRINTING; ASSOCIATED TRAINING. If CONSULTANT's work involves contact with minors, before conducting any performance of this Agreement, all Seller's employees, subcontractors, volunteers, or other agents that will perform CONSULTANT's work under this Agreement must submit to and pass a background/fingerprint investigation conducted or approved by City. CONSULTANT affirms and attests that its employees, subcontractors, volunteers, or other agents that will perform CONSULTANT's work under this Agreement have completed training in child abuse and neglect identification and training in child abuse and neglect reporting, which may be met by completing the online mandated reporter training provided by the Office of Child Abuse Prevention in the State Department of Social Services. CONSULTANT affirms and agrees that the background and reporting training will be completed before beginning performance under this Agreement. Upon City request, CONSULTANT will promptly furnish proof of completion of such mandated reporter training to City, but in no event no later than two business days following City's request. 29.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. IM Docusign Envelope ID: 18F3CEE9-E963-4FF5-BEFB-F10410A82034 Agreement No. 7529 05/2025 Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability. 30.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. 31.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. 32.COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 33. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 34. 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. 35. 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. 36.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. 37. ELECTRONIC SIGNATURES; SIGNATURE AUTHORITY. This Agreement may be executed by the Parties on any number of separate counterparts, and all such counterparts so executed constitute one Agreement binding on all the Parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code § 16.5, 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 electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature. CONSULTANT warrants that -10- Docusign Envelope ID: 18F3CEE9-E963-4FF5-BEFB-F1041 OA82034 Agreement No. 7529 05/2025 its signatory (or signatories, as applicable) to this Agreement has the legal authority to enter this Agreement and bind CONSULTANT accordingly. 38. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 39.TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 40. 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. 41.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. [Signatures on next page] -11- Docusign Envelope ID: 18F3CEE9-E9634FF5-BEFB-F1041 OA82034 Agreement No. 7529 05/2025 IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY OF EL SEGUNDO Todd S [ Iby, Inter"rrn ITSD Director.] ATTEST: Susan Truax, City Clerk APPROVED AS TO FORM: MARK D. HENSLEY, City Attorney By: David King, Assistant City Attorney -12- rI tl� 11 LC] By: Sr. Contracts Manager Title: Taxpayer ID No. 41-1941088 BoldSign Document ID: def5lcff-1caf46a6aad2-56bbgb3l3fa6 Agreement No. 7529 05/2025 IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY OF EL SEGUNDO Vciw& Gexq-W Darrell George, City Manager ATTEST: IaAl c5an4wf Susan Truax, City Clerk APPROVED AS TO FORM: MARK D. HENSLEY, City Attorney By: VIA �l David King, Assistant City Attorney Insurance Reviewed by: X&' , 84au. Bie—a,,, REVIEWED: Tmd se4 Todd Selby Department Director CONSULTANT Name: Gar Haywood Taxpayer ID No. Mary Sharon Brennan, Risk Manager -1- Agreement No. 7529 Docusign Envelope ID: 18F3CEE9-E963-4FF5-BEFB-F10410A82034 GG R AN I C U S EXHIBIT "A" THIS IS NOT AN INVOICE Granicus Proposal for El Segundo, CA ORDER DETAILS Prepared By: Gar Haywood Phone: Email: gar.haywood@granicus.com Order#: Q-475135 Prepared On: 05 Jan 2026 Expires On: 20 Jan 2026 ORDER TERMS Order Form Prepared for El Segundo, CA 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-475135 Prepared: 05 Jan 2026 Page 1 of 5 Agreement No. 7529 Docusign Envelope ID: 18F3CEE9-E963-4FF5-BEFB-F10410A82034 AN Ic'UOrder Form El Segundo, CA PRICING SUMMARY The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal. Order #: Q-475135 Prepared: 05 Jan 2026 Page 2 of 5 Agreement No. 7529 Docusign Envelope ID: 18F3CEE9-E963-4FF5-BEFB-F10410A82034 G33 G R AN I c v S Order Form El Segundo, CA Website Domain Name Granicus will update govAccess website and dependent Change product configuration for the purpose of transitioning the website to a new domain or making changes based on updated DNS records for existing domain(s). This project includes main site domain change to your desired .gov domain: 1. Granicus project manager to coordinate efforts for all tasks and communications. 2. Granicus Cloud technicians to update/create SSL certificate for new domain. 3. Granicus Cloud technicians will configure CDN for new domain. 4. Granicus implementation developer will update govAccess CMS configuration for new domain. Order #: Q-475135 Prepared: 05 Jan 2026 5. The agency's old domain will be setup as a secondary domain to ensure that any previously bookmarked link will continue to work while also redirecting to the correct domain. The agency will need to configure their old domain to keep pointing to Granicus DNS. Granicus will create a redirect from the old domain to the new domain, which will ensure that all requests to the old domain are transmitted. The listed sites, subsites and intranet are included: ® www.elsegundorecparks.org • www.elsegundolibrary.org o www,elsegundopd.org • www.elsegundofd.org a www.elsegundo.org • www.myes.elsegundo.org (intranet) Granicus will make reasonable efforts to implement the necessary website configuration changes in a timely manner, with a target completion date of Wednesday, December 10, 2025, subject to change based on project dependencies and resource availability. Page 3 of 5 Agreement No. 7529 Docusign Envelope ID: 18F3CEE9-E963-4FF5-BEFB-F10410A82034 'GRANICUSOrder Form El Segundo, CA Kel 0 1911111• • 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-475135 dated 05 Jan 2026 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 El Segundo, CA 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-475135 Prepared: 05 Jan 2026 Page 4 of 5 Agreement No. 7529 Docusign Envelope ID: 1 8F3CEE9-E963-4FF5-l3EFl3-F1 041 OA82034 G R A N d C U S Order Form El Segundo, CA BILLING INFORMATION ................ .,�,,�� - Purchase Order Billing Contact. r [ ]-No Yes Billing Address: PO Number: If PO required ....�.v�.�,..���� . �� Billing Email: Billing Phone: If submitting a Purchase Order, please include the following language: The pricing, terms, and conditions of quote Q-475135 dated 05 Jan 2026 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. / / r �/r/ r� /i/l i�% r� Signature: I Name:......,. Title:.... Mm Date Order #: Q-475135 Prepared: 05 Jan 2026 Page 5 of 5 Agreement No. 7529 Docusign Envelope ID: 18F3CEE9-E963-4FF5-BEFB-F10410AB2034 EXHIBIT "B" ATTESTATION OF NON -AUTO USE FOR BUSINESS ENGAGEMENT 1, Kimberly Rose2perer hereby declare and attest under penalty of perjury under the laws of the State of California as follows: 1. I seek to be a Consultant with the City of El Segundo (the "City"). 2. In my capacity as a Consultant, I will not utilize any personal or business automobile for the purpose of performing any work, duties, or services on behalf of the City, including without limitation, travel to or from City facilities for such performance. 3. All services I will provide for the City are conducted in a manner that does not require the use of any automobile for transporting equipment, individuals, or for any work -related purposes. 4. As a result, I do not require business automobile insurance as typically mandated for other contractors who use automobiles in their service to the City. 5. 1 understand and acknowledge that this attestation is provided to comply with the City's contractual requirements and insurance obligations. Should my circumstances change and I begin utilizing an automobile in connection with my services to the City, I agree to notify the City immediately and obtain the necessary business automobile insurance coverage. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. DATE: 1i8i2026 NAME AND TITLE (prink): Kimberly Rosenberger, Sr. Contracts Manager DocuSigned by" BY: Agreement No. 7529 Docusign Envelope ID: 18F3CEE9-E963-4FF5-BEFB-F10410A82034 EXHIBIT "C" Gil GRANICU S 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 Agreement No. 7529 Docusign Envelope ID: 1 8F3CEE9-E963-4FF5-BEFB-F1 041 OA82034 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/le al licensi n 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. Clientshall 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: 18F3CEE9-E963-4FF5-BEFB-F1041 OA82034 Agreement No. 7529 Click here to enter k,­�J. 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 Agreement No. 7529 Docusign Envelope ID: 18F3CEE9-E963-4FF5-BEFB-F10410A82034 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 (exceptfor 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 priorto 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: 18F3CEE9-E963-4FF5-8EFB-F1041 OA82034 Agreement No. 7529 C`iuc[c Vns::re to e.I , V �x.J, 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 Ib, 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 t2 Agreement No. 7529 Docusign Envelope ID: 18F3CEE9-E963-4FF5-BEFB-F10410A82034 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 w, r ncu s,co��1 , C/Ii n m��. Granicus may update its Support obligations under this Agreement, ww „ 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 Agreement No. 7529 Docusign Envelope ID: 18F3CEE9-E963-4FF5-BEFB-F10410A82034 C,.;iDa:k VaGx-e w eN.tl:a°.n. aexi.. 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 Clienta 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") orto 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 Page 7 of 12 Agreement No. 7529 Docusign Envelope ID: 18F3CEE9-E963-4FF5-BEFB-F10410A82034 Information received by it as it protects its own confidential information, but no less than a reasonable degree of care. 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 tothe publicthrough 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 under this 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 SOWS (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 Page 8 of 12 Docusign Envelope ID: 18F3CEE9-E9634FF5-BEFB-F1041OA82034 Agreement No. 7529 Choka here to r ntei aexA Granicus Product or Deliverable and refund to Client any prepaid fees for the then -remaining portion of the Order or SOW Term. 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 (II) LOSS OR DAMAGE TO DATA, LOST PROFITS, SALES, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS, WHETHER AN ACTION IS IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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 CLIENTTO 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 Page 9 of 12 Agreement No. 7529 Docusign Envelope ID: 18F3CEE9-E963-4FF5-BEFB-F10410A82034 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. 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: 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 R 18F3CEE9-E963-4FF5-BEFB-F10410A82034 Agreement No. 7529 Click here m emer 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 i I of 12 Agreement No. 7529 Docusign Envelope ID: 18F3CEE9-E9634FF5-BEFB-F1041 OA82034 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. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly - authorized representatives on the Effective Date set forth below. � r..f �..-, y, `r ,I ,.,.,% '� 1'"r 'l lrl Sri. ;;l.;rryly If/"''i. 6 + /, ,�/�; n,�r fi ��i/y��/Ai;�I,lpll�r/Jf-��f WI r�/ �;; rr/ill E/, �Cf e�cusss���N ray. By: d�wtlBy: (Authorized Signature) (Authorized Signature) Name: Kimberly Rosenberger Name: Title: (Print or Type Name of Signatory) (Print or Type Name of Signatory) Sr. Contracts Manager Title: Date: 1 /8/2026 Date: Page 12 of 12