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HomeMy WebLinkAboutContractAGREEMENT FOR GRANICUS (SOFTWARE AS A SERVICES AGREEMENT) THIS AGREEMENT (“Agreement”), dated for reference purposes only as &ĞďƌƵĂƌLJϮϮ, 20ϮϮ, is by and between the City of Renton (the “City” or “Client”), a Washington municipal corporation, and Granicus, LLC (“Vendor” or “Granicus”), a Minnesota Limited Liability Company d/b/a Granicus. The City and the Vendor are referred to collectively in this Agreement as the “Parties.” Once fully executed by the Parties, this Agreement is effective as of the last date signed by both parties (the “Effective Date”). 1. Scope of Work: Vendor agrees to license the EngagementHQ software and configure the software as further described in Attachment 1 – Master Subscription Agreement and Exhibit A - Proposal, which is attached and incorporated herein and may hereinafter be referred to as the “Work.” Vendor shall provide the Work consistent with the requirements of the Service Level Agreement (“SLA”) as set forth in Exhibit B – Service Level Agreement (SLA). 2. Changes in Scope of Work: The City, without invalidating this Agreement, may order changes to the Work consisting of additions, deletions or modifications, which shall be mutually agreed to by the parties in writing. Any such changes to the Work shall be ordered by the City in writing, and the Compensation shall be equitably adjusted consistent with the rates set forth in Exhibit A - Proposal or as otherwise mutually agreed by the Parties. 3.Time of Performance: Vendor shall commence performance of the Agreement within 10 business days of the Agreement’s execution. 4. Compensation: A. Amount. The amount of the Agreement is made up of two parts, “One-Time Costs” which apply to Phase 1 of the Work, and “Recurring Costs” which apply to Phase 2 of the Work. Total cost of the contract is not to exceed $75,000, including applicable sales and local taxes as presented in Exhibit A – Proposal. (i) One-Time Costs. The amount of the One Time Costs for this Agreement shall not exceed $11,000 plus any applicable state and local sales taxes. Costs shall be invoiced and paid according to the rate(s) or amounts specified in Exhibit A - Proposal. (ii) Recurring Costs. Total term of the agreement is two (2) years. The amount of the Recurring Costs each year shall be $27,800, plus any applicable state and local sales taxes, for the period starting one year from the Effective Date as identified in Exhibit A - Proposal. Recurring Costs are to be billed upfront annually and are not to exceed an increase of 3% year over year unless otherwise agreed by both Parties.      CAG-22-054 PAGE 2 OF 27 (iii) The City will be responsible for paying any applicable sales or use tax related to this Agreement as set forth in the invoice. Vendor is responsible for remittance of any taxes collected from City to the applicable taxing authority. (iv) City will remit payment on accurate and undisputed invoices within forty-five (45) days of receipt of such invoice. Vendor reserves the right to discontinue services or interrupt accesss to the Work if City fails to pay undisputed invoices within thirty (30) days after receipt of late payment notice from Vendor. B. Method of Payment. On an annual basis during any year in which Work is performed, the Vendor shall submit a voucher or invoice in a form specified by the City. Any time and materials engagements shall include a description of what Work has been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. Milestone payment invoices will include a description of the delivered milestone and amounts due. The Vendor shall also submit a final bill upon completion of all Work. Payment shall be made by the City for Work performed within thirty (30) calendar days after receipt and approval by the appropriate City representative of the voucher or invoice. C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by the City of any remedies it may have against the Vendor for failure of the Vendor to perform the Work or for any breach of this Agreement by the Vendor. D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City shall not be obligated to make payments for Workor amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. Termination: A. The City reserves the right to terminate this Agreement at any time, with or without cause by giving thirty (30) calendar days’ notice to the Vendor in writing. In the event of such termination or suspension, all finished or unfinished documents, data, studies, worksheets, models and reports, or other material solely and exclusively prepared by the Vendor for the City pursuant to this Agreement shall be submitted to the City, if any are required as part of the Work.       PAGE 3 OF 27 B. In the event this Agreement is terminated by the City, City will promptly cease use of the Engagement HQ product (subject to extraction of the data as set forth below). The Vendor shall be entitled to payment for all hours worked to the effective date of termination, less all payments previously made. If the Agreement is terminated by the City after partial performance of Work for which the agreed compensation is a fixed fee, the City shall pay the Vendor an equitable share of the fixed fee. This provision shall not prevent the City from seeking any legal remedies it may have for the violation or nonperformance of any of the provisions of this Agreement and such charges due to the City shall be deducted from the final payment due the Vendor. No payment shall be made by the City for any expenses incurred or work done following the effective date of termination unless authorized in advance in writing by the City. C. Return of Information. Upon the written request of City, Consultant shall return any of the City’s Information in a usable format mutually agreed to by the Parties at no additional cost to the City. D. Upon termination of this Agreement, the City will have up to thirty (30) days to extract any City data stored or processed in the EngagementHQ product. Consultant will provide reasonable assistance to the City at an agreed upon fee to support City data extraction efforts. 6. Warranties and Right to Use Software: A. In addition to the warranties set forth in Attachment 1, Vendor represents and warrants that Vendor will perform all Work identified in this Agreement in a professional and workmanlike manner and in accordance with all reasonable and professional standards and laws. Vendor further represents and warrants that all final work product created for and delivered to the City pursuant to this Agreement shall be the original work of the Vendoror its third party licensorsand free from any intellectual property encumbrance which would restrict the City from using the work product in accordance with this Agreement. Vendor grants to the City a non-exclusive, limited right and license to use and display all final work product produced pursuant to this Agreement in accordance with the terms set forth herein. B.Disclaimers. EXCEPT AS OTHERWISE SET FORTH IN THE AGREEMENT, EACH PARTY HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A       PAGE 4 OF 27 PARTICULAR PURPOSE. GRANICUS DOES NOT WARRANT THAT GRANICUS PRODUCTS AND SERVICES WILL MEET CLIENT’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. 7. Record Maintenance: The Vendor shall maintain accounts and records, which properly reflect all direct and indirect costs expended and Workprovided in the performance of this Agreement and retain such records for as long as may be required by applicable Washington State records retention laws, but in any event no less than six years after the termination of this Agreement. The Vendor agrees to provide access to and copies of any records related to this Agreement as required by the City to audit expenditures and charges and/or to comply with the Washington State Public Records Act (Chapter 42.56 RCW). The provisions of this section shall survive the expiration or termination of this Agreement. 8. Public Records Compliance: To the full extent the City determines necessary to comply with the Washington State Public Records Act, Vendor shall make a due diligent search of all records in its possession or control relating to this Agreement and the Work, including, but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings, photos, or drawings and provide them to the City for production. In the event Vendor believes said records need to be protected from disclosure, it may, at Vendor’s own expense, seek judicial protection. Vendor shall indemnify, defend, and hold harmless the City for all costs, including attorneys’ fees, attendant to any claim or litigation related to a Public Records Act request for which Vendor has responsive records and for which Vendor has withheld records or information contained therein, or not provided them to the City in a timely manner. Vendor shall produce for distribution any and all records responsive to the Public Records Act request in a timely manner, unless those records are protected by court order. The provisions of this section shall survive the expiration or termination of this Agreement. 9. Independent Contractor Relationship: A. The Vendor is retained by the City only for the purposes and to the extent set forth in this Agreement. The nature of the relationship between the Vendorand the City during the period of the Work shall be that of an independent contractor, not employee. The Vendor, not the City, shall have the power to control and direct the details, manner or means of Work. Specifically, but not by means of limitation, the Vendor shall have no obligation to work any particular hours or particular schedule, unless otherwise indicated in the Scope of Work or where scheduling of attendance or performance is       PAGE 5 OF 27 mutually arranged due to the nature of the Work. Vendor shall retain the right to designate the means of performing the Work covered by this agreement, and the Vendorshall be entitled to employ other workers at such compensation and such other conditions as it may deem proper, provided, however, that any contract so made by the Vendor is to be paid by it alone, and that employing such workers, it is acting individually and not as an agent for the City. B. The City shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to Vendor or any employee of the Vendor. C. If the Vendor is a sole proprietorship or if this Agreement is with an individual, the Vendor agrees to notify the City and complete any required form if the Vendor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Vendor’s failure to do so. 10. Hold Harmless: A. In addition to the indemnification provision set forth in Section 9 of Attachment 1, the Vendoragrees to release, indemnify, defend, and hold harmless the Cityand itselected officials, employees, and officers, from any and all third-party claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, damages, liabilities, taxes, losses, fines, fees, penalties, expenses, reasonable attorneys’ fees, costs, and/or litigation expenses (collectively, “Claims”) to the extent that such Claims arise from the negligent acts, errors or omissions of the Vendor in its performance of this Agreement or a breach of this Agreement by Vendor, except for that portion of the claims caused by the City’s sole negligence. The process and procedure regarding Vendor’s indemnification of City is as set forth in Section 9.3 of Attachment1. Notwithstanding anything to the contrary elsewhere in this Agreement, this Hold Harmless provision is subject to Section 8 of Attachment 1. B. Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence relative to construction, alteration, improvement, etc., of structure or improvement attached to real estate…) then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Vendorand the City, its officers, officials, employees and volunteers, Vendor’s liability shall be only to the extent of Vendor’s negligence.       PAGE 6 OF 27 11. Gifts and Conflicts: The City’s Code of Ethics and Washington State law prohibit City employees from soliciting, accepting, or receiving any gift, gratuity or favor from any person, firm or corporation involved in a contract or transaction. To ensure compliance with the City’s Code of Ethics and state law, the Vendor shall not give a gift of any kind to City employees or officials. Vendor also confirms that Vendor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in selecting the Vendor, negotiating or administering this Agreement, or evaluating the Vendor’s performance of the Work. 12. City of Renton Business License: Unless exempted by the Renton Municipal Code, Vendor shall obtain a City of Renton Business License prior to performing any Work and maintain the business license in good standing throughout the term of this agreement with the City. Information regarding acquiring a city business license can be found at: https://www.rentonwa.gov/Tax Information regarding State business licensing requirements can be found at: https://dor.wa.gov/doing-business/register-my-business 13. Insurance: Vendor shall secure and maintain: A. Commercial general liability insurance in the minimum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate for the Term of this Agreement. B. In the event that Work delivered pursuant to this Agreement either directly or indirectly involve or require Professional Services, Professional Liability/ Errors and Omissions coverage shall be provided with minimum limits of $1,000,000 per occurrence. "Professional Services", for the purpose of this section, shall mean any Workprovided by a licensed professional or Workthat requiresa professional standard of care. C. Workers’ Compensation Coverage, as required by the Industrial Insurance laws of the State of Washington, shall also be secured. D. Commercial Automobile Liability for leased, hired or non-owned, leased, hired or non- owned, with minimum limits of $1,000,000 per occurrence combined single limit, if       PAGE 7 OF 27 there will be any use of Vendor’s vehicles on the City’s Premises by or on behalf of the City, beyond normal commutes. E. Cyber Liability Insurance is required, with limits not less than $2,000,000 per occurrence or claim, with $2,000,000 aggregate minimum. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, coverage, including defense, for the following losses or services: claims involving infringement of intellectual property, infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security, coverage for unauthorized access and use, failure of security, breach of confidential information, or privacy perils. The policy shall provide coverage for breach response costs, to include but not limited to crisis management services, credit monitoring, public relations, legal service advice, notification of affected parties, independent information security forensics firm, and costs to re-secure, re-create and restore data or systems as well as regulatory fines and penalties with limits sufficient to respond to these obligations. F. Vendorshall includethe City as an Additional Insured on its commercial general liability policy on a non-contributory primary basis. The City’s insurance policies shall not be a source for payment of any Vendor liability nor shall the maintenance of any insurance required bythis Agreementbe construed to limit the liability of Vendorto the coverage provided by such insurance or otherwise limit the City’s recourse to any remedy available at law or in equity. Additional Insured requirements do not apply to Cyber Liability nor Professional Liability insurance, if applicable. G. Subject to the City’s review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to the City before performing the Work. H. Vendor shall provide the City with written notice of any policy cancellation, within ten (10) business days of their receipt of such notice. 14. Safeguarding of Personal Information; Intellectual Property: A. Personal Information: Vendor shall not use or disclose Personal Information, as defined in chapter 19.255 RCW, in any manner that would constitute a violation of federal law or applicable provisions of Washington State law. Vendoragrees to comply       PAGE 8 OF 27 with all federal and state laws and regulations, as currently enacted or revised, regarding data security and electronic data interchange of Personal Information. (i) Vendorshall ensure its directors, officers, employees, subcontractors or agents use Personal Information solely for the purposes of accomplishing the services set forth in the Agreement. (ii) Vendor shall protect Personal Information collected, used, or acquired in connection with the Agreement, against unauthorized use, disclosure, modification or loss. (iii) Vendor and its sub-providers agree not to release, divulge, publish, transfer, sell or otherwise make Personal Information known to unauthorized persons without the express written consent of City or as otherwise authorized by law. (iv) Vendor agrees to implement reasonable physical, electronic, and managerial policies, procedures, and safeguards to prevent unauthorized access, use, or disclosure of Personal Information. (v) Vendor shall make the Personal Information available to amend as directed by City and incorporate any amendments into all the copies maintained by the Vendor or its subcontractors. Vendor shall certify its return or destruction upon expiration or termination of the Agreementand the Vendor shall retain no copies. If Vendorand City mutually determine that return or destruction is not feasible, the Vendor shall not use the Personal Information in a manner other than those permitted or authorized by state and federal laws. (vi) Vendor shall notify City in writing promptly upon becoming aware of any unauthorized access, use or disclosure of Personal Information. Vendor shall take necessary steps to mitigate the harmful effects of such use or disclosure. Vendor is financially responsible for notification of any unauthorized access, use or disclosure. The details of the notification must be approved by City. (vii) Any breach of this clause may result in termination of the Agreement and the demand for return of all Personal Information. B. Intellectual Property: Each Party retains all right, title, and interest under applicable contractual, copyright and related laws to their respective Information, including the       PAGE 9 OF 27 right to use suchinformation for all purposes permissible by applicable laws, rules, and regulations. 15. Delays: Vendor is not responsible for delays caused by factors beyond the Vendor’s reasonable control. When such delays beyond the Vendor’s reasonable control occur, the City agrees the Vendor is not responsible for damages, nor shall the Vendor be deemed to be in default of the Agreement. 16. Successors and Assigns: Neither the City northe Vendorshall assign, transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent of the other; provided, however, that either Party may assign this Agreement upon notice to the other Party 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. 17. Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at the address which appears below (as modified in writing from time to time by such party), and given personally, by registered or certified mail, return receipt requested, by nationally recognized overnight courier service. Time period for notices shall be deemed to have commenced upon the date of. Email and telephone may be used for purposes of administering the Agreement, but should not be used to give any formal notice required by the Agreement. CITY OF RENTON David Lemenager Application Support Manager 1055 South Grady Way Renton, WA 98057 Phone: (425) 430-6882 Email: dlemenager@rentonwa.gov And Email: CityClerk@rentonwa.gov VENDOR Contracts 408 Saint Peter Street, Suite 600 St. Paul, MN 55102 Phone: 800-314-0147 Email: contracts@granicus.com 18. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, the Vendor agrees as follows: A. Vendor, and Vendor’s agents, employees, representatives, and volunteers with regard to the Work performed or to be performed under this Agreement, shall not discriminate on the basis of race, color, sex, religion, nationality, creed, marital status,       PAGE 10 OF 27 sexual orientation or preference, age (except minimum age and retirement provisions), honorably discharged veteran or military status, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification in relationship to hiring and employment, in employment or application for employment, the administration of the delivery of Work or any other benefits under this Agreement, or procurement of materials or supplies. B. The Vendorwill take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital status. Such action shall include, but not be limited to the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. C. If the Vendor fails to comply with any of this Agreement’s non-discrimination provisions, the City shall have the right, at its option, to cancel the Agreementin whole or in part. D. The Vendor is responsible to be aware of and in compliance with all federal, state and local laws and regulations that may affect the satisfactory completion of the project, which includes but is not limited to fair labor laws, worker's compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council Resolution Number 4085. 19. Miscellaneous:The parties hereby acknowledge: A. The City is not responsible to train or provide training for Vendor. B. Vendorwill not be reimbursed for job related expensesexcept to the extent specifically agreed within the attached exhibits. C. Vendor shall furnish all tools and/or materials necessary to perform the Work except to the extent specifically agreed within the attached exhibits. D. In the event special training, licensing, or certification is required for Vendorto provide Work he/she will acquire or maintain such at his/her own expense and, if Vendor employs, sub-contracts, or otherwise assigns the responsibility to perform the Work,       PAGE 11 OF 27 said employee/sub-contractor/assignee will acquire and or maintain such training, licensing, or certification. E. This is a non-exclusive agreement and Vendor is free to provide his/her Work to other entities, so long as there is no interruption or interference with the provision of Work called for in this Agreement. F. Vendor is responsible for his/her own insurance, including, but not limited to health insurance. G. Vendoris responsible for his/her own Worker’s Compensation coverage as well as that for any persons employed by the Vendor. 20. Other Provisions: A. Approval Authority. Each individual executing this Agreementon behalf of the City and Vendor represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the City or Vendor. B. General Administration and Management. The City’s project manager is Drey Hicks / Neighborhood Program Coordinator / DHicks@rentonwa.gov. In providing Work, Vendor shall coordinate with the City’s contract manager or his/her designee. C. Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. D. Conflicts. In the event of any inconsistencies between Vendor proposals and this Agreement, the terms of this Agreementshall prevail. Any exhibits/attachments to this Agreement are incorporated by reference only to the extent of the purpose for which they are referenced within this Agreement. To the extent a Vendor prepared exhibit conflicts with the terms in the body of this Agreement or contains terms that are extraneous to the purpose for which it is referenced, the terms in the body of this Agreement shall prevail. Any pre-printed or standard terms on any purchase order or ordering document issued by Client are hereby expressly disclaimed and do not apply. E. Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington and the City of Renton. Vendor and all of the Vendor’s employees shall perform the Work in       PAGE 12 OF 27 accordance with all applicable federal, state, county and city laws, codes and ordinances. F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared by the joint efforts of the Parties and shall not be construed against one party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution. G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or interpret this Agreement or any of its terms or covenants shall be brought in the King County Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent, King County, Washington, or its replacement or successor. Vendor hereby expressly consents to the personal and exclusive jurisdiction and venue of such court even if Vendor is a foreign corporation not registered with the State of Washington. H. Severability. A court of competent jurisdiction’s determination that any provision or part of this Agreement is illegal or unenforceable shall not cancel or invalidate the remainder of this Agreement, which shall remain in full force and effect. I. Sole and Entire Agreement. This Agreement contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated are excluded. J. Time is of the Essence. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Work is essential to the Vendor’s performance of this Agreement. K. Third-Party Beneficiaries. Subject to Section 16 of this Agreement nothing in this Agreement is intended to, nor shall be construed to give any rights or benefits in the Agreement to anyone other than the Parties, and all duties and responsibilities undertaken pursuant to this Agreementwill be for the sole and exclusive benefit of the Parties and no one else. L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement, and to the partners, successors, assigns, and legal representatives of such other party with respect to all covenants of the Agreement.       PAGE 13 OF 27 M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party’s failure to enforce any provision of this Agreement shall not be a waiver and shall not prevent either the City or Vendor from enforcing that provision or any other provision of this Agreement in the future. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any prior or subsequent breach unless it is expressly waived in writing. N. Counterparts. The Parties may execute this Agreementin any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date last signed by the Parties below. CITY OF RENTON By:_____________________________ GRANICUS, LLC By:____________________________ Armondo Pavone Mayor Maxwell Buccelli Manager-Contracts _____________________________ Date _____________________________ Date Attest _____________________________ Jason A. Seth City Clerk Approved as to Legal Form By: __________________________ Cheryl L. Beyer Senior Assistant City Attorney IT-NS F Clb 2-17-22 (1818)         (approved via email by Cheryl Beyer) 3/1/2022 PAGE 14 OF 27 Exhibit and Attachment Table of Contents Attachment 1 - Subscription Agreement......................................................................... 15 Exhibit A –Proposal....................................................................................................... 22 Exhibit B –Service Level Agreement (SLA)................................................................... 24       PAGE 15 OF 27 Attachment 1 - Master Subscription Agreement This Master Subscription Agreement (“Agreement)is made and entered into as of the latter date of the signatures below (the “Effective Date”) by and between City(“Client”) and Granicus, LLC, a Minnesota Limited Liability Company d/b/a Granicus (“Granicus”). 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.       PAGE 16 OF 27 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 or SOW, 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. 2.2.Support. Basic support related to standard Granicus Products and Services is included within the fees paid during the Order Term. Support standards are established for this agreement in Exhibit B –Service Level Agreement (SLA). 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. [Intentionally left blank] 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       PAGE 17 OF 27 a primary communication vehicle for other organizations that do not have a Granicus subscription. 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. The Solution may not be used to promote products or services available for sale through EBRD or any third party without Granicus’ prior written consent. 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; 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.[Intentionally left blank] 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.       PAGE 18 OF 27 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. [See Agreement Section 4] 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. [See Agreement Section 4.A] 5.Representations, Warranties and Disclaimers- Reserved. 6.Confidential Information 6.1.Confidential Information. 6.2.Exceptions. 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 order to 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 effective date of this Agreement and continue for an initial two (2) years, unless otherwise terminated       PAGE 19 OF 27 as provided in Agreement Section 5. Each Order or SOW will specify an Order Term for the Granicus Products and Services provided under the respective Order or SOW. 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 Agreement Section 5. Both Parties may mutually agree to renew at the end of each term for an Extension Term of one (1) year per product or service provided. 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. Reserved. 7.4.Rights and Obligations After Termination. Reserved. 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. 8.Limitation of Liability 8.1.EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL GRANICUS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE (except for Public Records Liability in Paragraph 8 of the Agreement), INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8.2.LIMITATION OF LIABILITY.EXCEPT FOR CLIENT’S BREACH OF SECTION 3.3, OR VENDOR’S OBLIGATIONS TO INDEMNIFY CITY FOR CLAIMS AS SET FORTH IN SECTION 9.1, BELOW, IN NO INSTANCE SHALL EITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE GREATER OF: (i) FEES PAID BY CLIENT FOR THE GRANICUS PRODUCTS AND SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT DAMAGES; OR (ii) TWO HUNDRED FIFTY THOUSAND DOLLARS. GRANICUS SHALL NOT BE       PAGE 20 OF 27 RESPONSIBLE FOR ANY LOST PROFITS OR OTHER DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES, HOWEVER CAUSED. 9.Indemnification 9.1.Indemnification by Granicus. 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 and court costs), to the extent arising out of any Claims by any third party that: (i) gross negligence or willful misconduct of the monitoring service provided by Vendor results in a Constitutional first amendment claim; (ii) such third party or the City suffers injury, injury to property or wrongful death arising from the gross negligence or willfull misconduct of Granicus employees; or (iii) Granicus Products and Services infringe a valid U.S. copyright or U.S. patent issued as of the date of the applicable Order or 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 information 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 9.1 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. 9.2.Indemnification by Client.Reserved. 9.3.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       PAGE 21 OF 27 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 manner that imposes any obligations upon the indemnified Party without the prior written consent of the indemnified Party. 10.Publicity. Notwithstanding any other terms to the contrary contained herein, Client may grant Granicus the right to use Client’s name and logo in advertising and publicity collateral, including client lists, upon Client’s prior written consent.       PAGE 22 OF 27 Exhibit A: Proposal - Deliverables and Payment Schedule 1. Deliverables and Payment Schedule. a. Recurring Annual Fees - Fees invoiced at Contract Signature and each year thereafter according to Agreement Section 4. Milestone/Deliverable Amount EngagementHQ License x Unlimited project capacity x Branded homepage and choice of layouts, custom domain name, SSL x Access to all Information Sharing Tools, Feedback Tools, Participant Relationship Management, Analytics (including sentiment analysis), Comment Tagging, Summary and Detailed Reports x 2 site administrator and unlimited project administrator accounts $20,000 Single Sign On x IdP – Azure $1,800 Custom Brand Integration x Full brand integration including dynamic header and footer to match corporate or provided styles. $1,000 EngagementIQ Partner Support x Up to 20 hrs of Advice from a dedicated Practice Lead x Annual Site Review and benchmarking report x Up To 2 x 60 min refresher training x Priority SLA's for Chat (5 mins) Email (1 hr) + 24/7 Moderation $5,000 Recurring Annual Fees Subtotal $27,800 b. One-Time Fees - Fees invoiced according to Invoiced Column Milestone/Deliverable Invoiced Amount EngagementHQ Site Build Onboarding Training x 30 mins kick off meeting x 90 min site scoping session x Site build up to 5 projects on receipt of approved content x Includes site settings, homepage mapping and all tool setup x Includes up to 3 iterations (i.e. 1st, 2nd and then final approval) Upon contract signature $5,500 Single Sign On -Initial Setup Only Earliest of City Signoff of SSO or Site Launch/go live $500 Custom Brand Integration – Initial Setup Only Earliest of City Signoff of Branding or Site Launch/go live $5,000 One-Time Fees Subtotal $11,000       PAGE 23 OF 27 c. Total 2-year costs Milestone/Deliverable Amount Recurring Costs Year 1 $27,800 Recurring Costs Year 2 $27,800 One-Time Costs $11,000 Subtotal $66,600 Washington State Sales Tax at 10.1%$6,727 Total $73,327 2. Optional Deliverables and Payment Schedule. Invoiced according to an accompanying change order. Milestone/Deliverable Amount EngagementIQ Concierge(Scoping Required) –Expert advice and training. Work with us as your strategic Partner, who can assist your team with: x Strategies for driving participation x Utilizing different methodologies x Best-practice planning & tool selection x Organizational buy-in x Support for major projects x Design & layout x Digital Engagement Project Plan x Site Refresh $500/hr (scoping required) Project Finder - Display a visual portfolio of engagement projects on any website using Project Finder’s embeddable code, eliminating the need to regularly update your primary website with engagement project information and imagery $2,500 (OTF) + $1,000/yr Annual Benchmarking Report and Site Review $1,500/ea Accessibility Audit $1,500/ea Communications Cloud (Scoping Required)Per Scope Additional Site Administrator $1,500/ea eHQ Hubs x Up to 5 Hub Pages (unlimited project pages) x Up to 2 Hub Administrator Account x 1 x 90 minute Hub Training session $5,000 (OTF) + $5,000/yr Additional Hub Administrator $1,000/yr Static Site –Hosting EngagementHQ site as “read-only” for information purposes.$2,000/yr Custom Dashboard(s) (Scoping Required) –Interactive data dashboard that provides transparency for both internal and/or external audiences. Per Scope       PAGE 24 OF 27 Exhibit B – Service Level Agreement Help Desk Services and Availability Granicus will provide complete help desk support for administrators and customers of the Granicus Solutions. Regular support will be available during regular business hours, Monday-Friday; via email or toll-free telephone. CUSTOMER SUPPORT CONTACT Hours: 8:00 am – 10:00 pm ET (9:30 am – 5:00 pm Europe) Emergency Support is available 24/7 Please submit support requests via the in-application live chat support or via email to support@engagementhq.com. Please submit govDelivery Communications Cloud subscriber support only requests to: x Portal:subscriberhelp.granicus.com x Email:subscriberhelp@granicus.com x Phone: 1-800-439-1420 USA, 0808 234 7450 Europe COMMUNICATION SERVICE LEVEL AGREEMENT Granicus response to support and service requests will be based on four (4) Severity Levels: Severity Level Description Examples Initial Customer Response Time Level 1 Emergency. Incident represents a total outage; theproduct is unavailable or not accessible for use x govDelivery’sadmin.govdelivery.com isdown orall sending is significantlydelayed x govMeetings web server is running but the application is non-functional or SQL-servererrors that are not related to hardware x govAccess website is unreachable by public users EngagementHQ is experiencing critical core function site issue Within one (1) hourof notification by the customer of occurrence       PAGE 25 OF 27 Level 2 Severely Impaired. Incident occurs when a major featureof the product is not workingand there is no workaround available, or the workaroundis not acceptable and impacts the primary usability of the product x govDelivery PageWatch sending is delayed bymore than 20-30 minutes, or sudden and significant deliverability issues or intermittent errors or low performance issues for some or many customers x Siteoperational but govMeetings modular functionality is non-operational x govAccess error, where there is no means of circumvention, that renders an essential component of the content management toolnon-functioning that did not occur at the timeof the website launch and usually requires debugging of programming code Engagement HQ suffers minor critical core function site issue Within four (4) hours of notification by thecustomer of occurrence Level 3 Impaired. Incident occurs when a primary feature of the product is not working as expected and an acceptable workaround is available –does not impact the basic usability of the product x govDelivery system not connecting to social media, single customer app/feature help, or database requests x govMeetings system files won’t upload, or text not rendering x govAccess website works but there are problems with presentation x EngagementHQ suffers non-critical core function site issue Within one (1) business day of notification by the customer of occurrence Level 4 Low Impact. Incident that has a limited business impact and requests can be scheduled. x Programmatic change to back-end or front- end to improve efficiency x Distribution of all patches and upgrades x EngagementHQ suffers minor non-critical core function site issue Within three (3) business days of notification of customer of occurrence Resolution time will be based on the service or support request and regular follow-ups will be communicated with the customer on final resolution. Granicus shall use commercially reasonable efforts to resolve errors affecting non-essential components of Granicus Solutions, or errors that can be reasonably circumvented but errors that require debugging of programming code may need to be corrected during the next regular updatecycle. AVAILABILITY Availability is defined as the ability of users to access the Granicus Solutions services via the internet. Granicus represents an up-time guarantee of 99.5% per calendar quarter for its hosted services. Notifications for GranicusSolutions of any system-wide outages will occur within one hour from the time the issues are first recognized by Granicus. Downtime is defined as any time that the Granicus Solutions services are unavailable.       PAGE 26 OF 27 A Site Outage is defined as continuous Downtime, as determined through URL monitoring (HTTP). Downtime reporting is limited to a Site Outage.Site Outage monitoringis conductedby Granicus utilizingindustry-standardmonitoring tools. Reports of Site Outages will be provided on an as- requested basis up to once per calendar quarter. A Site Outage does not include Downtime that falls into one or several of the exclusions below: x Scheduled or routine maintenance x Causedbyforcemajeure (whichshallincludeany circumstancesbeyondGranicus’s reasonable control,including but not limited to, acts of God, labor strikes and other labor disturbances, power surges or failures) x The first four (4) SiteOutagesin any given quarterthat are correctedwithinfifteen (15) minutesof theirstart x The first five (5) minutes of anySite Outageis a grace periodandwill not be considered Downtimeunderany circumstances o Example: a Site Outage of fourteen (14) minutes in duration that is one of the first four (4) such outages in a given quarter would notresult in any Downtime,while a Site Outageof sixteen (16)minuteswouldresultin eleven (11)minutes of Downtime. After four (4) Site Outages of between five (5) and fifteen (15) minutes in a quarter, all Site Outage time over five (5) minutes for any one instance will count as Downtime. x For govAccess, Granicus is not responsible for errors associated with denial of service attacks, distributeddenial of service attacks, or customer DNS Any credit provided under this service level agreement will be referred to as an Outage Credit. The Outage Credit shall be applied as additional subscription days for the customer’s affected Granicus Solutions and willbe added to the end of the then-current period of performance and shall be provided upon the customer’s request. Outage Credit is limited to a Site Outage. In no event shall any credit for a particular calendar quarter exceed the seven (7) days of Outage Credit. Granicus shall have the ability to determine at its reasonable discretion whether Downtime has occurred. Per calendar quarter, Granicus will provide Outage Credit as follows: Site Outage per Quarter (Unless Otherwise SpecifiedBelow) Amount of Outage Credit (Unless Otherwise Specified Below)       PAGE 27 OF 27 99.5%No Outage Credit 99.4%1 day credit 98%3 days credit 97%or less 7 days credit SCHEDULED MAINTENANCE govDelivery. Scheduledmaintenancetypicallyoccurseverythirty(30)days withaverageDowntime requiredbeing less than thirty (30) minutes. Planned or routine maintenance is limited to two (2) hours per week. Total scheduled Downtime for the year will not typically exceed twenty (20) hours. govMeetings. Scheduled maintenance will take place between 11:00 pm – 4:00 am ET on Fridays. Granicus, willprovide the customer with at least two (2) days’ notice for any scheduled maintenance. All system maintenance will be performed during these times, except for emergency maintenance. In the case that emergency maintenance is required, the customer will be provided as much advance notice as possible. Granicus will clearly post that the site is down for maintenance and the expected duration of the maintenance. govAccess.Scheduled maintenance will take place between 1:00 am – 4:00 am ET every Monday. govService. Planned or routine maintenance is limited to two (2) hours and typically occurs every two (2) weeks. All Solutions. Notifications will be posted on status.granicusops.com. Email notifications for these products canbe subscribed to from that page. HARDWARE REPLACMENT For hardware issues requiring replacement (where applicable), Granicus shall respond to the request made by the customer within one (1) business day.Hardware service repair or replacement will occur within four (4) business days of the request by the customer, not including the time it takes for the part to ship and travel to the customer. The customer shall grant Granicus or its representatives access to the equipment for the purposeof repair or replacement at reasonable times. Granicus will keep the customer informed regarding the time frame and progress of the repairs or replacements.