HomeMy WebLinkAboutCAG2021-288 - Amendment - #1 - Granicus, LLC - DCM Renewal: SaaS Communications Cloud - 02/23/2022LS/TD
MC
Daniel Blincoe IT
03/14/2022 03/18/2022
06/15/2021
52001770.64260.1800
N/A
Granicus, LLC Contract
1724297 Amendment
Amendment #1 - DCM Renewal
26,879.43 Direct Negotiation
3/14/22
OK to sign the amendment form. The City should
not sign the attached "End User License Agreement"
or any other document. The original agreement
between the City and the Vendor covers all of the
terms between the parties. TW, 3/14/2022.
IT18-138
3/17/22
3/15/22
_______CAG2021-288
AMENDMENT NO. 1- Page 1 of 3
(Granicus, L.L.C. and City of Kent)
AMENDMENT NO. 1
NAME OF VENDOR: Granicus, LLC
CONTRACT NAME & PROJECT NUMBER: Agreement for Software as a Service
ORIGINAL AGREEMENT DATE: October 1, 2021
This Amendment is made between the City and the above-referenced Vendor and amends the original
Agreement and all prior Amendments. All other provisions of the original Agreement or prior Amendments
not inconsistent with this Amendment shall remain in full force and effect. For valuable consideration and
by mutual consent of the parties, Vendor’s work is modified as follows:
1. Revise Introductory Paragraph. The first paragraph of the Agreement is revised as follows:
This Software as a Service (SaaS) Agreement (Agreement) is between the CITY OF
KENT (City or Customer), a Washington Municipal Corporation located at 220 Fourth
Avenue South, Kent, WA 98032 and GRANICUS, LLC (Vendor or Granicus),
organized under the laws of the State of Minnesota and authorized to do business in
the State of Washington, with its principal place of business at 408 Saint Peter
Street, Suite 600, Saint Paul, MN 55102, effective on the last date signed below.
This Agreement is to provide access to Vendor’s various products and services,
including those items as identified in Vendor’s March 23, 2021, proposal, including its
govAccess Professional system. A a copy of which Vendor’s proposal is attached and
incorporated as Exhibit A, except for page 10 of that proposal which is specifically
excluded from adoption and shall not become a part of this Agreement, (“Proposal”).
2. Revise Section 1, entitled “Grant of License to Access and Use Service”. Section 1 of the
Agreement is hereby modified as follows:
1. Description of Work and Services Provided by Vendor.
1.1 Products and Services Provided on an As-Needed Basis. Vendor shall
provide the City with those Vendor products, software licenses, and maintenance
services that the City determines are necessary for City operations. Upon the City’s
request, Vendor will provide the City with a proposal that describes the software,
support, and/or maintenance services desired by the City, along with their total cost
inclusive of Washington State sales tax.
If the City accepts the pricing provided for in the Vendor’s proposal, Vendor
shall provide those items under the terms provided for in this Agreement. Upon
acceptance of the proposal by the City, such proposal shall form an addendum to
this Agreement, shall be included within Exhibit A to the Agreement, and shall be
subject to the Agreement’s terms and conditions. However, the proposal shall
provide only for the product(s) and its associated
AMENDMENT NO. 1- Page 2 of 3
(Granicus, L.L.C. and City of Kent)
cost; no additional purchase terms or contract provisions included on any Vendor
proposal shall be given effect or shall otherwise alter the provisions of this Agreement
or apply to the City’s purchase.
When a proposal is accepted and an order placed, Vendor shall deliver the
products or services within 30 calendar days, unless the parties mutually agree to
another delivery date. If the parties cannot agree on a delivery date, the City
may cancel the order without penalty or other cost.
1.2 Grant of License to Access and Use Service. For the term of this
Agreement including any renewals, Vendor hereby grants to City, including to all
its Authorized Users, a revocable, non-exclusive, non-sublicensable, non- assignable,
royalty-free, and worldwide license to access and use the products and services
Vendor makes available to the City through this Agreement, which may include
products and services accessible for use by the City on a subscription basis,
Vendor professional services, content from any professional services, or other
required equipment components or other required hardware as specified in Exhibit
A (the "Service") for City’s non-commercial government operations, which Service
shall include those products and services specified within Exhibit A to the Agreement,
and any additional or future products and services that are added during the
term of this Agreement under the process provided for in Section 1.1 of the
Agreement. The City shall refrain from taking any steps such as reverse assembly or
reverse compilation, to derive a source code equivalent to the Service as further
described in Section 9.3.
3. Revise Payment Provision. Section 3.1 of the Agreement is amended as follows:
3. Subscription Fees/Taxes.
3.1 Subscription Fee. Subscription fees and payment terms for the Service
are set forth in the attached and incorporated Exhibit A and, for any additional
Services provided by Vendor on an as-needed basis as set forth in Section 1.1 of the
Agreement, the City agrees to pay any invoice issued by the Vendor that is consistent
with a previously approved Vendor proposal, and upon the City’s receipt and
acceptance of such items as conforming to the terms of this Agreement. For any
software license or maintenance fees due for those Services, the Vendor shall
invoice the City for those fees at least 30 days before the commencement of
the term applicable to those license and maintenance fees.
4. Vendor Acceptance of Amendment No. 1. The Vendor accepts all requirements of this
Amendment by signing below, by its signature waives any protest or claim it may have regarding this
Amendment, and acknowledges and accepts that this Amendment constitutes full payment and final
settlement of all claims of any kind or nature arising from or connected with any work either covered or
affected by this Amendment, including, without limitation, claims related to contract time, contract
acceleration, onsite or home office overhead, or lost profits. This Amendment, unless otherwise provided,
does not relieve the Consultant or Vendor from strict compliance with the guarantee and warranty provisions
of the original Agreement.
5. Ratification of Consistent Acts. All acts consistent with the authority of the Agreement,
previous Amendments (if any), and this Amendment, prior to the effective date of this Amendment, are
hereby ratified and affirmed, and the terms of the Agreement, previous Amendments (if any), and this
Amendment shall be deemed to have applied.
6. Parties Authorized to Sign Amendment No. 1. The parties whose names appear below swear
under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the
parties of this contract.
DocuSign Envelope ID: BC589787-82A7-4F64-BC52-2C56DF649Al2
IN WITNESS, the parties below have executed this Amendment, which will become
effective on the last date written below.
VENDOR:
CITY
GRANICUS, LLC
CITY OF KENT
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By: E1�66h //..
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By'
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(signature)
(signature)
Jessica Yang
Print Name:
Print Name: Dana Ralph
Sr. Manager of Global Renewals
Its
Its Mayor
(title)
(title)
DATE: 3/2/2022
DATE: 03/17/2022
APPROV AS TO FARM:
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Ke;,it Lave Dep�rtmeit
AT�T:
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Kent City Clerk
AMENDMENT NO. 1- Page 3 of 3
(Granicus, L.L.C. and City of Kent)
DocuSign Envelope ID: BC589787-82A7-4F64-BC52-2C56DF649Al2
EXHIBIT A
(Renewal Proposal)
DocuSign Envelope ID: BC589787-82A7-4F64-BC52-2C56DF649Al2
G GRAN ICUS
408 Saint Peter Street, Suite 600 THIS IS NOT AN INVOICE
Saint Paul, MN 55102
United States
Reseller: Carahsoft
Procurement Vehicle: NASPO In Support of: Kent, WA
ORDER DETAILS
Prepared By:
Olive Nofzinger
Phone:
Email:
olivia.nofzinger@granicus.com
Order #:
Q-165850
Prepared On:
01 /20/2022
Expires On:
02/22/2022
ORDER TERMS
Order Form
Prepared for
Kent, WA
Currency: USD
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of
performance.)
Current Subscription
End Date: 02/22/2022
Period of Performance: 02/23/2022 - 02/22/2023
The subscription includes the following domain(s) and subdomain(s):
https://www.kentwa.gov
Order #: Q-165850
Prepared: 01 /20/2022
Page 1 of 10
DocuSign Envelope ID: BC589787-82A7-4F64-BC52-2C56DF649Al2
G GR A N I CU S Order Form
Kent, WA
PRICING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this
Proposal.
Renewing Subscription Fees
Solution
Billing
Frequency
Quantity/Unit Annual Fee
Communications Cloud
Annual
]Each $24,413.65
SUBTOTAL: $24,413.65
Order #: Q-165850
Prepared: 01 /20/2022
Page 2 of 10
DocuSign Envelope ID: BC589787-82A7-4F64-BC52-2C56DF649Al2
G
GRAN ICUS
End User License Agreement
This End User License Agreement ("Agreement") is made and entered into as of the latter date of
the signatures below (the "Effective Date") by and between Kent, WA ("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".
Whereas Client has entered into an agreement with a third party to purchase Granicus Products
and Services ("Reseller"), 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 Granicus' sole discretion. Notification to 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:
"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.
"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 via Reseller.
"Order Term" means the then -current duration of performance identified on each Order, for
which Granicus has committed to provide, and Client has committed to pay for via Reseller,
Granicus Products and Services.
2. Use of Granicus Products and Services and Proprietary Rights
2.1. Granicus Products and Services. The Granicus Products and Services are purchased by
Client, via a Reseller, as subscriptions during an Order Term specified in each Order.
2.2. 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 (collectively the "Permitted Use").
The Permitted Use shall also include the right, subject to the conditions and restrictions set
forth herein, to use the Granicus Products and Services up to the levels limited in the
applicable Order.
2.2.1. 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.
2.2.2. 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.
2.2.3. 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
Denver, CO St. Paul, MN Washington, DC United Kingdom
800.314.0147 800.314.0147 800.314.0147 +44.0845.467.2972
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support of programs or topics that are unrelated to Client, can be removed or
limited by Granicus.
2.2.3.1. 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.
2.2.4. 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.
2.2.5. Granicus Subscriber Information for Communications Cloud Suite only
2.2.5.1. Data Provided by Client. Data provided by Client and contact
information gathered through Client's own web properties or activities will
remain the property of Client ("Direct Subscriber"), including any and all
personally identifiable information (PII). Granicus will not release the data
without the express written permission of Client, unless required by law.
2.2.5.2. Granicus shall not disclose the client's data except to any third parties as
necessary to operate the Granicus Products and Services (provided that
the client hereby grants to Granicus a perpetual, noncancelable,
worldwide, non-exclusive license to utilize any data, on an anonymous or
aggregate basis only, that arises from the use of the Granicus Products
and Services by the client, whether disclosed on, subsequent to, or prior
to the Effective Date, to improve the functionality of the Granicus
Products and Services and any other legitimate business purpose
including the right to sublicense such data to third parties, subject to all
legal restrictions regarding the use and disclosure of such information).
2.2.5.3. Data Obtained through the Granicus Advanced Network
2.2.5.3.1. Granicus offers a SaaS product, known as the Communications
Cloud, that offers Direct Subscribers recommendations to subscribe to
other Granicus Client's digital communication (the "Advanced
Network"). When a Direct Subscriber signs up through one of the
recommendations of the Advanced Network, that subscriber is a
"Network Subscriber" to the agency it subscribed to through the
Advanced Network.
2.2.5.3.2. 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.
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2.2.5.3.3. Opt -in. During the last 10 calendar days of Client's Order Term for
the terminating Order, SOW or Exhibit placed under this Agreement,
Client may send an opt -in email to Network Subscribers that shall include
an explanation of Client's relationship with Granicus terminating and
that the Network Subscribers may visit Client's website to subscribe to
further updates from Client in the future. Any Network Subscriber that
does not opt -in will not be transferred with the subscriber list provided to
Client upon termination.
2.3. Restrictions. Client shall not:
2.3.1. 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;
2.3.2. 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;
2.3.3. 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;
2.3.4. Client must not use the Services as a door or signpost to another server.
2.3.5. Access or use any portion of Granicus Products and Services, except as expressly
allowed by this Agreement or each Order placed hereunder;
2.3.6. Disassemble, decompile, or otherwise reverse engineer all or any portion of the
Granicus Products and Services;
2.3.7. Use the Granicus Products and Services for any unlawful purposes;
2.3.8. Export or allow access to the Granicus Products and Services in violation of U.S.
laws or regulations;
2.3.9. 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
2.3.10. 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.
2.4. 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.
2.5. 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.
3. Representations, Warranties and Disclaimers
3.1. Representations. Each Party represents that it has validly entered into this Agreement and
has the legal power to do so.
3.2. Warranties. Granicus warrants that it takes all precautions that are standard in the industry
to increase the likelihood of a successful performance for the Granicus Products and
Services; however, the Granicus Products and Services are provided "AS IS" and as
available.
3.3. Disclaimers. EXCEPT AS PROVIDED IN SECTIONS 3.2 ABOVE, EACH PARTY HEREBY
DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WHETHER
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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'S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE
UNINTERRUPTED OR ERROR FREE.
4. Confidential Information
4.1. Confidential Information. It is expected that one Party (Disclosing Party) may disclose to
the other Party (Receiving Party) certain information which may be considered
confidential and/or trade secret information ("Confidential Information"). Confidential
Information shall include: (i) Granicus' Products and Services, (ii) non-public information if
it is clearly and conspicuously marked as "confidential" or with a similar designation at the
time of disclosure; (iii) non-public information of the Disclosing Party if it is identified as
confidential and/or proprietary before, during, or promptly after presentation or
communication and (iv) any information that should be reasonably understood to be
confidential or proprietary to the Receiving Party, given the nature of the information and
the context in which disclosed.
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.
4.2. Exceptions. Confidential Information shall not include information which: (i) is or becomes
public knowledge through no fault of the Receiving Party; (ii) was in the Receiving Party's
possession before receipt from the Disclosing Party; (iii) is rightfully received by the
Receiving party from a third party without any duty of confidentiality; (iv) is disclosed by
the Disclosing Party without any duty of confidentiality on the third party; (v) is
independently developed by the Receiving Party without use or reference to the
Disclosing Party's Confidential Information; or (vi) is disclosed with the prior written
approval of the Disclosing Party.
4.3. 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. Client is ultimately accountable for the security and privacy of data
held by Granicus on its behalf.
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4.4. 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.
Client 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.
5. Term and Termination
5.1. Agreement Term. The Agreement Term shall begin on the Effective Date of the Agreement
and continue for twelve (12) months. Unless a Party has given written notice to the other
Party at least ninety (90) days prior to the end of the then -current annual term, the
Granicus Products and Services will automatically renew at the end of each annual term
for one (1) year.
5.2. Effect of Termination. If the Parties agree to terminate this Agreement and an Order 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 until termination or expiration
thereof. If the Agreement is terminated for breach, then unless otherwise agreed to in
writing, all outstanding Orders shall immediately terminate as of the Agreement
termination date.
5.3. 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 or 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.
5.4. Survival. All rights granted hereunder shall terminate upon the latter of the termination or
expiration date of this Agreement, or each Order. 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.
6. Limitation of Liability
6.1. 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 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 GRANICUS' REASONABLE CONTROL, EVEN IF GRANICUS HAS BEEN
ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES OR DAMAGES.
6.2. LIMITATION OF LIABILITY. EXCEPT FOR CLIENT'S BREACH OF SECTION 2.3, 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 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
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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.
7. General
7.1. 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.
7.2. 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.
7.3. 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.
7.4. Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or
any of its rights or obligations hereunder, either voluntarily or by operation of law, without
the prior written consent of the other Party (such consent not to be unreasonably
withheld); provided, however, that either Party may assign this Agreement without the
other Party's consent in the event of any successor or assign that has acquired all, or
substantially all, of the assigning Party's business by means of merger, stock purchase,
asset purchase, or otherwise. Any assignment or attempted assignment in violation of this
Agreement shall be null and void.
7.5. 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.
7.6. Choice of Law and Jurisdiction. This Agreement shall be governed by and interpreted
under the laws of the state in which the Client is located, without reference to the State's
principles of conflicts of law. The Parties expressly consent and submit to the exclusive
jurisdiction of the state and federal courts of the state in which the Client is located.
7.7. Entire Agreement. This Agreement, together with all Orders 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
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's request for RFI, RFP,
RFQ; and (5) Client's 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.
G ORANICUS 11/6/2020
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7.8. Reference. Notwithstanding any other terms to the contrary contained herein, Client
grants Granicus the right to use Client's name and logo in Client lists and marketing
materials.
7.9. Injunctive Relief. Granicus is entitled to obtain injunctive relief if Client's use of Granicus
Products and Services is in violation of any restrictions set forth in this Agreement.
G ORANICIJS
11/6/2020