HomeMy WebLinkAboutIT18-138 - Amendment - Granicus, LLC - GovDelivery (eConnect) eAlerts System Solution Renewal - 02/23/2021ApprovalOriginator:Department:
Date Sent:Date Required:
Authorized to Sign:
Director or Designee Mayor
Date of Council Approval:
Grant? Yes No
Type:Review/Signatures/RoutingDate Received by City Attorney:
Comments:
Date Routed to the Mayor’s Office:
Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category:
Vendor Number:Sub-Category:
Project Name:
Project Details:
Agreement Amount:
Start Date:
Basis for Selection of Contractor:
Termination Date:
Local Business? Yes No*
*If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace.
Notice required prior to disclosure?
Yes No
Contract Number:
Agreement Routing Form
For Approvals, Signatures and Records Management
This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms.
(Print on pink or cherry colored paper)
Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20
Budget Account Number:
Budget? Yes No
Dir Asst:
Sup/Mgr:
Dir/Dep:
rev. 200821
FOR CITY OF KENT OFFICIAL USE ONLY
GOVERNMENT- PRICE QUOTATION
CaI U 1 1 SOf t, Granicus at Carahsoft
11493 SUNSET HILLS ROAD I SUITE 100 I RESTON, VIRGINIA 20190
PHONE (703) 871-8500 1 FAX (703) 871-8505 1 TOLL FREE (888) 66CARAH
WWW.CARAHSOFT.COM I SALES@CARAHSOFT.COM
TO: Melissa Janson
Project Manager/Business Analyst
City of Kent
220 Fourth Avenue South
Kent, WA 98032 USA
G GRAN ICUS
FROM: Peter Ko
Granicus Government at Carahsoft
11493 Sunset Hills Road
Suite 100
Reston, Virginia 20190
EMAIL: mjanson@kentwa.gov
EMAIL: Peter.Ko@carahsoft.com
PHONE: (253) 856-4605
PHONE: (571) 662-3011 FAX: (703)
871-8505
TERMS: FTIN: 52-2189693
QUOTE NO:
27072405
Shipping Point: FOB Destination
QUOTE DATE:
01/20/2021
Remit To: Same as Above
QUOTE EXPIRES:
02/22/2021
Payment Terms: Net 30 (On Approved Credit)
RFQ NO:
Cage Code: 1 P3C5
DUNS No: 088365767
SHIPPING:
GROUND
Credit Cards: VISA/MasterCard/AMEX
TOTAL PRICE:
$23,665.24
Sales Tax May Apply
WA Tax
$2,390.19
TOTAL QUOTE:
$26,055.43
LINE NO. PART NO. DESCRIPTION
QUOTE PRICE
QTY EXTENDED
PRICE
ANNUAL FEES
1 607-EDSM-GD- Digital Communication Management (DCM) 250000-
$23,665.24 OM
1
$23,665.24
248B 499999 Potential Users (Annual Subscription Fee)
Granicus - EDSM-GD-248B
Start Date: 02/23/2021
End Date: 02/22/2022
SUBTOTAL:
$23,665.24
TOTAL PRICE:
$23,666.24
WA Tax:
$2,390.19
TOTAL QUOTE:
$26,056.43
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.)
Period of Performance: 2/23/2021 - 2/22/2022
CONFIDENTIAL QUOTE DATE: 01/20/2021
PAGE 1 of 1 QUOTE NO: 27072405
Reseller: Carahsoft
Procurement Vehicle: NASPO
In Support of: Kent, WA
Name: Olivia Rockwell
Phone:
Email: olivia.rockwell@granicus.com
Quote Number: Q-122216
Prepared On: 11 /20/2020
Valid Through: 2/22/2021
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.)
Currency: USD
Current Subscription End Date: 2/22/2021
Period of Performance: 2/23/2021 - 2/22/2022
The subscription includes the following domain(s) and subdomain(s): https://www.kentwa.gov
Communications Cloud Annual 1 Each $23,665.24
SUBTOTAL: $23,665.24
Communications The Cloud is a Software -as -a -Service (SaaS) solution that enables government organizations to
Cloud connect with more people. By leveraging the Cloud, the client will be able to utilize a number of
different outreach mediums, including email, SMS/text messages, RSS feeds, and social media
integration to connect with its target audiences. The Cloud includes:
• Unlimited email sends with industry -leading delivery and management of all bounces
• Support to upload and migrate existing email lists
• Access to participate in the GovDelivery Network
• Ability to send mass notifications to multiple devices
• 24/7 system monitoring, email and phone support during business hours, auto -
response to inbound messages from end users, and emergency support
• Text -to -subscribe functionality
• Up to 2 Web -hosted training sessions annually
• Up to 50 administrators
• Up to 1 GovDelivery account(s)
• Access to a complete archive of all data created by the client for 18 months (rolling)
• Up to 3 hours of message template and integration development
• Up to 100 subscription topics
• Up to 100,000 SMS/text messages per year from a shared short code within the United
States*
*International numbers are not supported. SMS/text messages not used in the period of
performance will not carry over to the following year.
• Link to Terms: https://granicus.com/pdfs/Master Subscription Agreement.pdf
• Granicus certifies that it will not sell, retain, use, or disclose any personal information provided by Customer for
any purpose other than the specific purpose of performing the services outlined within this Agreement.
• 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 Kent, WA to provide applicable exemption certificate(s).
• Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate
the subscription.
• Notwithstanding anything to the contrary, Granicus reserves the right to adjust pricing at any renewal in which
volume based pricing is used and the volume has changed from the prior term without regard to the prior term's
per -unit pricing.
• Granicus Communications Suite Subscriber Information.
• Data provided by the client and contact information gathered through the client's own web properties or
activities will remain the property of the client ("Direct Subscriber"), including any and all personally
identifiable information (PII). Granicus will not release the data without the express written permission of
the client, unless required by law.
• Granicus shall: (i) not disclose the client's data except to any third parties as necessary to operate the
Granicus Products and Services (provided that the client hereby grants to Granicus a perpetual, non -
cancelable, worldwide, non-exclusive license to utilize any data, on an anonymous or aggregate basis
only, that arises from the use of the Granicus Products by the client, whether disclosed on, subsequent to,
or prior to the Effective Date, to improve the functionality of the Granicus Products and any other
legitimate business purpose, including the right to sublicense such data to third parties, subject to all legal
restrictions regarding the use and disclosure of such information).
• Data obtained through the Granicus Advanced Network.
• Granicus offers a SaaS product, known as the Communications Cloud, that offers Direct Subscribers
recommendations to subscribe to other Granicus client's digital communication (the "Advanced
Network"). When a Direct Subscriber signs up through one of the recommendations of the Advanced
Network, that subscriber is a "Network Subscriber" to the agency it subscribed to through the Advanced
Network.
• Network Subscribers are available for use while the client is under an active subscription with Granicus.
Network Subscribers will not transfer to the client upon termination of any Granicus Order, SOW, or
Exhibit. The client shall not use or transfer any of the Network Subscribers after termination of its Order,
SOW, or Exhibit placed under this agreement. All information related to Network Subscribers must be
destroyed by the client within 15 calendar days of the Order, SOW, or Exhibit placed under this agreement
terminating.
• Opt -In. During the last 10 calendar days of the client's subscription, the client may send an opt -in email to
Network Subscribers that shall include an explanation of the client's relationship with Granicus
terminating and that the Network Subscribers may visit the client's website to subscribe to further
updates from the client in the future. Any Network Subscriber that does not opt -in will not be transferred
with the subscriber list provided to the client upon termination.
1
Master Subscription Agreement
This Master Subscription Agreement) is made by and between the party procuring Granicus
Products and Services Client , LLC, a Minnesota Limited Liability Company d/b/a Granicus
Granicus Client and Granicus
By accessing the Granicus Products and Services, Client accepts this Agreement. Due to the rapidly
changing nature of digital communications, this Agreement may be updated from time to time at
Client will be via email or posting to the Granicus website.
1. Definitions. In addition to terms defined elsewhere in this Agreement, the following terms shall have
the meaning specified:
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.
means any term that increases the length of the Initial Term of this Agreement or
an Order Term of an Order or SOW.
Granicus 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 (-as-a-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.
shall have the meaning specified in Exhibit A or Order or SOW between Carahsoft and
Client for the first duration of performance that Client has access to Granicus Products and Services.
means a written order, proposal, or purchase document in which Granicus agrees to provide
and Client agrees to purchase specific Granicus Products and Services via Carahsoft.
Order 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 via Carahsoft, Granicus
Products and Services.
or 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
assumptions or contingencies associated with the implementations of the Granicus Products and
Services, as specified in each Order or SOW placed hereunder.
means the ongoing support and maintenance services performed by Granicus related to
the Granicus Products and Services as specified in each Order or SOW placed between the Parties.
2. Ordering and Scope
2.1. Ordering Granicus Products and Services. The Parties may execute one or more Order or SOW
related to the sale and purchase of Granicus Products and Services. Each Order or SOW will
generally include an itemized list of the Granicus Products and Services as well as the Order Term
for such Granicus Products and Services. Each Order or SOW must, generally, be signed by the
Parties; although, when a validly-issued purchase order by Client accompanies the Order 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
2.2. Support. Basic support related to standard Granicus Products and Services is included within the
fees paid during the Order Term. Granicus may update its Support obligations under this
Agreement, so long as the functionality purchased by Client is not materially diminished.
2.3. Future Functionality. Client acknowledges that any purchase hereunder is not contingent on the
delivery of any future functionality or features.
2.4. Cooperative Purchasing. To the extent permitted by law and approved by Client, the terms of
this Agreement and set forth in one or more Order or SOW may be extended for use by other
municipalities, school districts and governmental agencies upon execution of an addendum or
other duly signed writing setting forth all of the terms and conditions for such use. The applicable
fees for additional municipalities, school districts or governmental agencies will be provided by
Granicus to Client and the applicable additional party upon written request.
3. Use of Granicus Products and Services and Proprietary Rights
3.1. Granicus Products and Services. The Granicus Products and Services are purchased by Client, via
Carahsoft, 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 .
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
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
3.2.3. Content. Client can only use Granicus Products and Services to share content that is
created by and owned by Client and/or content for related organizations provided that
it is in support of other organizations but not as a primary communication vehicle for
other organizations that do not have a Granicus subscription. Any content deemed
inappropriate for a public audience or in support of programs or topics that are unrelated
to Client, can be removed or limited by Granicus.
3.2.3.1. Disclaimers. Any text, data, graphics, or any other material displayed or
published on Client website must be free from violation of or infringement of
copyright, trademark, service mark, patent, trade secret, statutory, common law
or proprietary or intellectual property rights of others. Granicus is not
responsible for content migrated by Client or any third party.
3.2.4. Advertising. Granicus Products and Services shall not be used to promote products or
services available for sale through Client or any third party unless approved in writing, in
advance, by Granicus. Granicus reserves the right to request and review the details of
any agreement between Client and a third party that compensates Client for the right to
have information included in Content distributed or made available through Granicus
Products and Services prior to approving the presence of Advertising within Granicus
Products and Services.
3
3.2.5. Granicus Subscriber Information for Communications Cloud Suite only
3.2.5.1. Data Provided by Client. Data provided by Client and contact information
gathered through Client
property of Client , including any and all personally
identifiable information (PII). Granicus will not release the data without the
express written permission of Client, unless required by law.
3.2.5.2. Granicus shall
necessary to operate the Granicus Products and Services (provided that the
client hereby grants to Granicus a perpetual, noncancelable, worldwide, non-
exclusive license to utilize any data, on an anonymous or aggregate basis only,
that arises from the use of the Granicus Products and Services by the client,
whether disclosed on, subsequent to, or prior to the Effective Date, to improve
the functionality of the Granicus Products and Services and any other
legitimate business purpose including the right to sublicense such data to third
parties, subject to all legal restrictions regarding the use and disclosure of such
information).
3.2.5.3. Data Obtained through the Granicus Advanced Network
3.2.5.3.1. Granicus offers a SaaS product, known as the Communications Cloud,
that offers Direct Subscribers recommendations to subscribe to other Granicus
Client
Subscriber signs up through one of the recommendations of the Advanced
to through the Advanced Network.
3.2.5.3.2. Access to the Advanced Network is a benefit of the GovDelivery
Communications Cloud subscription with Granicus. Network Subscribers are
available for use only on the GovDelivery Communications Cloud while Client is
under an active GovDelivery Communications Cloud subscription. Network
Subscribers will not transfer to Client upon termination of any Granicus Order,
SOW or Exhibit. Client shall not use or transfer any of the Network Subscribers
after termination of its Order, SOW or Exhibit placed under this Agreement. All
information related to Network Subscribers must be destroyed by Client within
15 calendar days of the Order, SOW or Exhibit placed under this Agreement
terminating.
3.2.5.3.3. Opt-In. During the last 10 calendar days of Client
terminating Order, SOW or Exhibit placed under this Agreement, Client may
send an opt-in email to Network Subscribers that shall include an explanation
of Client
Subscribers may visit Client ubscribe to further updates from
Client in the future. Any Network Subscriber that does not opt-in will not be
transferred with the subscriber list provided to Client upon termination.
3.3. Restrictions. Client shall not:
3.3.1. Misuse any Granicus resources or cause any disruption, including but not limited to, the
display of pornography or linking to pornographic material, advertisements, solicitations,
or mass mailings to individuals who have not agreed to be contacted;
4
3.3.2. Use any process, program, or tool for gaining unauthorized access to the systems,
networks, or accounts of other parties, including but not limited to, other Granicus
Clients;
3.3.3. Client must not use the Granicus Products and Services in a manner in which system or
network resources are unreasonably denied to other Granicus clients;
3.3.4. Client must not use the Services as a door or signpost to another server.
3.3.5. Access or use any portion of Granicus Products and Services, except as expressly allowed
by this Agreement or each Order or SOW placed hereunder;
3.3.6. Disassemble, decompile, or otherwise reverse engineer all or any portion of the Granicus
Products and Services;
3.3.7. Use the Granicus Products and Services for any unlawful purposes;
3.3.8. Export or allow access to the Granicus Products and Services in violation of U.S. laws or
regulations;
3.3.9. Except as expressly permitted in this Agreement, subcontract, disclose, rent, or lease the
Granicus Products and Services, or any portion thereof, for third party use; or
3.3.10. Modify, adapt, or use the Granicus Products and Services to develop any software
application intended for resale which uses the Granicus Products and Services in whole
or in part.
3.4. Client Feedback. Client assigns to Granicus any suggestion, enhancement, request,
recommendation, correction or other feedback provided by Client relating to the use of the
Granicus Products and Services. Granicus may use such submissions as it deems appropriate in
its sole discretion.
3.5. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Granicus and/or
its licensors reserve all right, title and interest in the Granicus Products and Services, the
documentation and resulting product including all related intellectual property rights. Further,
no implied licenses are granted to Client. The Granicus name, the Granicus logo, and the product
names associated with the services are trademarks of Granicus or its suppliers, and no right or
license is granted to use them.
4. Payment
4.1. Fees. Client agrees to pay all fees, costs and other amounts as specified in each Order or SOW.
Annual fees are due upfront according to the billing frequency specified in each Order or SOW.
Granicus reserves the right to suspend any Granicus Products and Services should there be a
lapse in payment. A lapse in the term of each Order or SOW will require the payment of a setup
fee to reinstate the subscription. All fees are exclusive of applicable state, local, and federal taxes,
which, if any, will be included in the invoice. It is Client
exemption certificate(s).
4.2. Disputed Invoiced Amounts. Client shall refer to Carahsoft policy and procedure pertaining
to disputed invoices.
4.3. Price Increases. Any price increases not negotiated in advance shall be provided by Granicus to
Carahsoft and, in turn, to Client at least thirty (30) days prior to the end of the Order Term. Upon
each yearly anniversary during the term of this Agreement (including the Initial Term, all
Extended Terms, and all Order Terms), the Granicus Product and Services fees shall increase from
the previous by up to ten (10) percent per year.
5. Representations, Warranties and Disclaimers
5.1. Representations. Each Party represents that it has validly entered into this Agreement and has
the legal power to do so.
5
5.2. Warranties. Granicus warrants that it takes all precautions that are standard in the industry to
increase the likelihood of a successful performance for the Granicus Products and Services;
however, the Granicus
5.3. Disclaimers. EXCEPT AS PROVIDED IN SECTION 5.2 ABOVE, EACH PARTY HEREBY DISCLAIMS ANY
AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ORAL AND WRITTEN,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
GRANICUS DOES NOT WARRANT THAT GRANICUS PRODUCTS AND SERVICES WILL MEET CLIENT
REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.
6. Confidential Information
6.1. Confidential Information. It is expected that one Party (Disclosing Party) may disclose to the
other Party (Receiving Party) certain information which may be considered confidential and/or
Information shall include: (i)
Products and Services, (ii) non-public information if it is clearly and conspicuously
-public
information of the Disclosing Party if it is identified as confidential and/or proprietary before,
during, or promptly after presentation or communication and (iv) any information that should be
reasonably understood to be confidential or proprietary to the Receiving Party, given the nature
of the information and the context in which disclosed.
Subject to applicable law, each Receiving Party agrees to receive and hold any Confidential
Information in strict confidence. Without limiting the scope of the foregoing, each Receiving
Party also agrees: (a) to protect and safeguard the Confidential Information against unauthorized
use, publication or disclosure; (b) not to reveal, report, publish, disclose, transfer, copy or
otherwise use any Confidential Information except as specifically authorized by the Disclosing
Party; (c) not to use any Confidential Information for any purpose other than as stated above; (d)
to restrict access to Confidential Information to those of its advisors, officers, directors,
employees, agents, consultants, contractors and lobbyists who have a need to know, who have
been advised of the confidential nature thereof, and who are under express written obligations
of confidentiality or under obligations of confidentiality imposed by law or rule; and (e) to
exercise at least the same standard of care and security to protect the confidentiality of the
Confidential Information received by it as it protects its own confidential information.
If a Receiving Party is requested or required in a judicial, administrative, or governmental
proceeding to disclose any Confidential Information, it will notify the Disclosing Party as promptly
as practicable so that the Disclosing Party may seek an appropriate protective order or waiver
for that instance.
6.2. Exceptions. Confidential Information shall not include information which: (i) is or becomes public
knowledge through no fault of the Receiving Party; (ii) was in the R
before receipt from the Disclosing Party; (iii) is rightfully received by the Receiving party from a
third party without any duty of confidentiality; (iv) is disclosed by the Disclosing Party without
any duty of confidentiality on the third party; (v) is independently developed by the Receiving
Party without use or reference to the D
disclosed with the prior written approval of the Disclosing Party.
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
6
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
databases without some residual data because of backups and for other reasons.
7. Term and Termination
7.1. Agreement Term. The Agreement Term shall begin on the date of the initial Order or SOW and
continue through the latest date of the Order Term of each Order or SOW under this Agreement,
unless otherwise terminated as provided in this Section 7. Each Order or SOW will specify an
Order Term for the Granicus Products and Services provided under the respective Order or SOW.
Client will cease at the end of the
Order Term identified within each Order or SOW, unless either extended or earlier terminated
as provided in this Section 7. Unless a Party has given written notice to the other Party at least
ninety (90) days prior to the end of the then-current Order Term, the Granicus Products and
Services will automatically renew at the end of each term for an Extension Term of one (1) year.
7.2. Effect of Termination. If the Parties agree to terminate this Agreement and an Order or SOW is
still in effect at the time of termination, then the terms and conditions contained in this
Agreement shall continue to govern the outstanding Order or SOW until termination or
expiration thereof. If the Agreement is terminated for breach, then unless otherwise agreed to
in writing, all outstanding Orders or SOWs shall immediately terminate as of the Agreement
termination date. Unless otherwise stated in this Agreement, in no event shall Client be entitled
to a refund of any prepaid fees upon termination.
7.3. Termination for Cause. The non-breaching Party may terminate this Agreement upon written
notice if the other Party is in material breach of this Agreement and fails to cure such breach
within thirty (30) days after the non-breaching Party provides written notice of the breach. A
Party may also terminate this Agreement immediately upon notice if the other Party: (a) is
liquidated, dissolved, or adjudged to be in a state of bankruptcy or receivership; (b) is insolvent,
unable to pay its debts as they become due, makes an assignment for the benefit of creditors or
takes advantage of any law for the benefit of debtors; or (c) ceases to conduct business for any
reason on an ongoing basis leaving no successor in interest. Granicus may, without liability,
immediately suspend or terminate any or all Order or SOW issued hereunder if any Fees owed
under this Agreement are past due pursuant to Section 4.1.
7.4. Rights and Obligations After Termination. In the event of expiration or termination of this
Agreement, Client shall immediately pay to Carahsoft all Fees due through the date of expiration
or termination.
7.5. Survival. All rights granted hereunder shall terminate upon the latter of the termination or
expiration date of this Agreement, or each Order or SOW. The provisions of this Agreement with
respect to warranties, liability, choice of law and jurisdiction, and confidentiality shall survive
termination of this Agreement and continue in full force and effect.
8. Limitation of Liability
8.1. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL
GRANICUS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY
7
OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, GRANICUS SHALL NOT BE LIABLE FOR: (A) ERROR OR INTERRUPTION OF USE OR FOR
LOSS OR INACCURACY OR CORRUPTION OF CLIENT DATA; (B) COST OF PROCUREMENT OF
SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) LOSS OF BUSINESS; (D) DAMAGES ARISING
OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, OR RELATED
TECHNICAL SUPPORT; OR (E) FOR ANY MATTER BEYOND REASONABLE CONTROL,
EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES
OR DAMAGES.
8.2. LIMITATION OF LIABILITY. EXCEPT FOR CLIENT IN NO INSTANCE
AGREEMENT (WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY
CLIENT FOR THE GRANICUS PRODUCTS AND SERVICES DURING THE SIX (6) MONTHS
IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN
WRITING OF THE CLAIM FOR DIRECT DAMAGES. GRANICUS SHALL NOT BE RESPONSIBLE FOR ANY
LOST PROFITS OR OTHER DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR ANY OTHER DAMAGES, HOWEVER CAUSED. NEITHER PARTY MAY INSTITUTE
AN ACTION IN ANY FORM ARISING OUT OF NOR IN CONNECTION WITH THIS AGREEMENT MORE
THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ARISEN. THE ABOVE LIMITATIONS WILL
NOT LIMIT CLIENT R SECTION 4 ABOVE.
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
ny Claims by
any third party that Granicus Products and Services infringe a valid U.S. copyright or U.S. patent
issued as of the date of the applicable 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 Client); (ii) a
modification made by Granicus pursuant to Client
reliance on materials or information provided by Client; or (iii) Client
under Client Client) of any Granicus
Products and Services other than in accordance with this Agreement. This section 9.1 sets forth
Client
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. Client shall defend, indemnify, and hold Granicus harmless from and
against any Claims, and shall pay all Losses, to the extent arising out of or related to (a) Client
(or that of anyone authorized by Client or using logins or passwords assigned to Client) use or
8
modification of any Granicus Products and Services; (b) any Client content; or (c) Client
of applicable law.
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 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
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. General
10.1. Relationship of the Parties. Granicus and Client acknowledge that they operate
independent of each other. Nothing in this Agreement shall be deemed or construed to create a
joint venture, partnership, agency, or employee/employer relationship between the Parties for
any purpose, including, but not limited to, taxes or employee benefits. Each Party will be solely
responsible for the payment of all taxes and insurance for its employees and business operations.
10.2. Headings. The various section headings of this Agreement are inserted only for
convenience of reference and are not intended, nor shall they be construed to modify, define,
limit, or expand the intent of the Parties.
10.3. Amendments. This Agreement may not be amended or modified except by a written
instrument signed by authorized representatives of both Parties.
10.4. Severability. To the extent permitted by applicable law, the Parties hereby waive any
provision of law that would render any clause of this Agreement invalid or otherwise
unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid
or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to
the maximum extent permitted by applicable law, and the remaining provisions of this
Agreement will continue in full force and effect.
10.5. Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or
any of its rights or obligations hereunder, either voluntarily or by operation of law, without the
prior written consent of the other Party (such consent not to be unreasonably withheld);
consent in the event of any successor or assign that has acquired all, or substantially all, of the
s by means of merger, stock purchase, asset purchase, or otherwise.
Any assignment or attempted assignment in violation of this Agreement shall be null and void.
10.6. No Third-Party Beneficiaries. Subject to Section 10.5 this Agreement is binding upon, and
insures solely to the benefit of the Parties hereto and their respective permitted successors and
assigns; there are no third-party beneficiaries to this Agreement.
10.7. Notice. Other than routine administrative communications, which may be exchanged by
the Parties via email or other means, all notices, consents, and approvals hereunder shall be in
writing and shall be deemed to have been given upon: (a) personal delivery; (b) the day of
UPS, DHL, or other
nationally recognized express carrier; (c) the third business day after sending by U.S. Postal
Service, First Class, postage prepaid, return receipt requested; or (d) sending by email, with
confirmed receipt from the receiving party. Either Party may provide the other with notice of a
change in mailing or email address in which case the mailing or email address, as applicable, for
that Party will be deemed to have been amended.
9
10.8. Force Majeure. Any delay in the performance by either Party hereto of its obligations
hereunder shall be excused when such delay in performance is due to any cause or event of any
nature whatsoever beyond the reasonable control of such Party, including, without limitation,
any act of God; any fire, flood, or weather condition; any computer virus, worm, denial of service
attack; any earthquake; any act of a public enemy, war, insurrection, riot, explosion or strike;
provided, that written notice thereof must be given by such Party to the other Party within
twenty (20) days after occurrence of such cause or event.
10.9. Choice of Law and Jurisdiction. This Agreement shall be governed by and interpreted under the
laws of the State o
Parties expressly consent and submit to the exclusive jurisdiction of the state and federal courts
of Ramsey County, Minnesota.
10.10. Entire Agreement. This Agreement, together with all Orders or SOWs referenced herein,
sets forth the entire understanding of the Parties with respect to the subject matter of this
Agreement, and supersedes any and all prior oral and written understandings, quotations,
communications, and agreements. Granicus and Client agree that any and all Orders or SOWs
are incorporated herein by this reference. In the event of possible conflict or inconsistency
between such documents, the conflict or inconsistency shall be resolved by giving precedence in
the following order: (1) the terms of this Agreement; (2) Orders; (3) all other SOWs or other
purchase documents; (4) Granicus response to Client equest for RFI, RFP, RFQ; and (5) Client
RFI, RFP, RFQ. If Client issues a purchase order, Granicus hereby rejects any additional or
conflicting terms appearing on the purchase order or any other ordering materials submitted by
Client. Upon request, Granicus shall reference a purchase order number on its invoices, provided,
however, that Client acknowledges that it is Client
purchase order information (including a purchase order number) to Granicus upon the creation
of such a purchase order. Client agrees that a failure to provide Granicus with the corresponding
purchase order shall not relieve Client of its obligations to provide payment to Granicus pursuant
to Section 4.1 above.
10.11. Reference. Notwithstanding any other terms to the contrary contained herein, Client
grants Granicus the right to use Client Client lists and marketing materials.
10.12. Injunctive Relief. Granicus is entitled to obtain injunctive relief if Client Granicus
Products and Services is in violation of any restrictions set forth in this Agreement.
10
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly-
authorized representatives on the Effective Date as set forth above.
Granicus
By: By:
(Authorized Signature) (Authorized Signature)
Name: Name:
(Print or Type Name of Signatory) (Print or Type Name of Signatory)
Title: Title:
Date: Date:
(Execution Date) (Execution Date)
Dana Ralph
Mayor
02/09/2021
Kent, WA Carahsoft NASPO_EULA_2020FEB 7
[Signable]
Final Audit Report 2021-01-29
Created: 2021-01-29
By: Olivia Rockwell (olivia.rockwell@granicus.com)
Status: Signed
Transaction ID: CBJCHBCAABAA9LU8CmMmCgxZ-11FWvwlYSjTluAW7ucq
"Kent, WA Carahsoft NASPO_EULA_2020FEB 7 [Signable]" His
tory
Document created by Olivia Rockwell (olivia.rockwell@granicus.com)
2021-01-29 - 4:58:22 PM GMT- IP address: 204.13.116.198
Document emailed to Jessica Yang Qessica.yang@granicus.com) for signature
2021-01-29 - 4:58:50 PM GMT
Email viewed by Jessica Yang Qessica.yang@granicus.com)
2021-01-29 - 5:46:41 PM GMT- IP address: 104.143.195.96
'6 Document e-signed by Jessica Yang Qessica.yang@granicus.com)
Signature Date: 2021-01-29 - 5:46:52 PM GMT - Time Source: server- IP address: 64.132.67.238
Agreement completed.
2021-01-29 - 5:46:52 PM GMT
0 Adobe Sign
City of Kent Purchase Order
Order number must appear on all invoices, packages, etc.
Order #
Order Date:
162239 OP
2/2/2021
This document is hereby deemed a valid purchase order and authorizes the procurement of
the materials and/or services indicated. Please let us know immediately if you are unable to
ship the complete order.
Ordered by:Lynnette R Smith
Info Tech-Administration
Ship to: City of Kent
Information Technology
400 West Gowe Street
Suite 122
Kent, WA 98032
Bill to: City of Kent
Accounts Payable
220 4th Avenue South
Kent, WA 98032
Phone: (253) 856-5230
Vendor: 1669791
Carahsoft Technology Corporation
11493 Sunset Hills Rd Ste 100
Reston, VA 20190
Payment Terms: Net 30
Line Item #Description Quantity Unit Cost Ext. Cost Sales Tax Total Cost
1 Digital Communication Mgmt | 250000-499999 (users)23,665.24 2,390.19 26,055.43
2 govDelivery-Comm Cloud | Term: 02/23/21-02/22/22
3 NASPO EULA - MSA
Approved by: Carrington, Michael Charles
Mayor's Signature: ________________________________________
(Required for contracts over $20,000)
Subtotal:23,665.24
Sales Tax:2,390.19
Total:26,055.43
ApprovalOriginator:Department:
Date Sent:Date Required:
Authorized to Sign:
Director or Designee Mayor
Date of Council Approval:
Grant? Yes No
Type:Review/Signatures/RoutingDate Received by City Attorney:
Comments:
Date Routed to the Mayor’s Office:
Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category:
Vendor Number:Sub-Category:
Project Name:
Project Details:
Agreement Amount:
Start Date:
Basis for Selection of Contractor:
Termination Date:
Local Business? Yes No*
Business License Verification: Yes In-Process Exempt (KCC 5.01.045)
If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace.
Notice required prior to disclosure?
Yes No
Contract Number:
Agreement Routing Form
For Approvals, Signatures and Records Management
This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms.
(Print on pink or cherry colored paper)
Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20
Budget Account Number:
Budget? Yes No
Dir Asst:
Sup/Mgr:
Dir/Dep:
rev. 200821
FOR CITY OF KENT OFFICIAL USE ONLY
(Optional)
02/22/2022
$26,055.43
TermsShip ViaOrder No.Customer No.SalespersonOrder DatePO Number
GROUND N30PKO210144A5KENOOTFeb 15,2021162239 AP
Unit Price Extended PriceLineDescriptionItem NumberOrd.
Qtv
shp.
23,665.24 23,665.24Digital Communication Management (DCM)
250000-499999 Potenti
Amount Due
Mar 23,2021 26,055.43
Due Date
1.00 1.00 607-EDSM-GD-2488
Currency in USD unless otherwise specified
Amount due 26,055.43
Subtotal
Total sales tax
Total amount
Less payment
Remit To:
Carahsoft Technology CorPoration
11493 Sunset Hills Road, Suite 100
Reston, VA20190
FErN 52-2189693 DUNS 088365767
CA Sales Tax # SC OHB 100-529633
For questions on this invoice, please contact Accounts
Receivable: AR@carahsoft.com, Ph: 703-58'1 -6566
Fax: 703-871 -8505
23,665.24
2,390.19
26,055.43
0.00
carahsoft lnvoice
Carahsoft Technology CorP
11493 Sunset Hills Road, Suite 100
Reston, VA20190
USA
Sold To:
City of Kent
Attn: Accounts Payable
220 4th Avenue South
Kent, WA 98032
Ship To:
City of Kent
Attn: Lynette Smith
400 West Gowe Street
Suite 122
Kent, WA 98032
Date
Feb 24,2021
Page
1
lnvoice Number
IN915506