Granicus LLC dba Granicus - FY2020-007 Master Subscription Agreement
This Master Subscription Agreement ("Agreement) is entered into and effective July 1, 2019 ("Effective
Date") by and between Rancho Palos Verdes, CA ("Customer") and Granicus, LLC, a Minnesota Limited
Liability Company d/b/a Granicus("Granicus").Customer and Granicus may each be referred to herein as
"Party"or collectively as"Parties".
By accessing the Granicus Products and Services, Customer 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 Customer 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:
"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 Customer
pursuant to this Agreement, which may include Granicus products and services accessible for use by
Customer 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
Customer for the first duration of performance that Customer has access to Granicus Products and
Services.
"Order"means a written order,proposal,or purchase document in which Granicus agrees to provide
and Customer 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 Customer has committed to pay for,Granicus Products
and Services.
"Statement of Work"or"SOW"means a written order,proposal,or purchase document that is signed
by both Parties and describes the Granicus Products and Services to be provided and/or performed
by Granicus. Each Order or SOW shall describe the Parties' performance obligations and any
assumptions or contingencies associated with the implementations of the Granicus Products and
Services,as specified in each Order or SOW placed hereunder.
"Support" means the ongoing support and maintenance services performed by Granicus related to
the Granicus Products and Services as specified in each Order or SOW placed between the Parties.
2. Ordering and Scope
2.1. Ordering Granicus Products and Services.The Parties may execute one or more Order or SOW
related to the sale and purchase of Granicus Products and Services. Each Order or SOW will
generally include an itemized list of the Granicus Products and Services as well as the Order Term
for such Granicus Products and Services. Each Order or SOW must, generally, be signed by the
Parties; although, when a validly-issued purchase order by Customer 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.
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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 Customer is not materially diminished.
2.3. Future Functionality.Customer 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 Customer,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 Customer 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 Customer
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 Customer 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"). 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
or SOW.
3.2.1. Data Sources. Data uploaded into Granicus Products and Services must be brought in
from Customer sources (interactions with end users and opt-in contact lists). Customer
cannot upload purchased contact information into Granicus Products and Services
without Granicus'written permission and professional services support for list cleansing.
3.2.2. Passwords. Passwords are not transferable to any third party. Customer is responsible
for keeping all passwords secure and all use of the Granicus Products and Services
accessed through Customer's passwords.
3.2.3. Content. Customer can only use Granicus Products and Services to share content that is
created by and owned by Customer 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 Customer,can be removed or limited by Granicus.
3.2.3.1. Disclaimers. Any text, data, graphics, or any other material displayed or
published on Customer's website must be free from violation of or infringement
of copyright,trademark, service mark, patent,trade secret, statutory, common
law or proprietary or intellectual property rights of others. Granicus is not
responsible for content migrated by Client or any third party.
3.2.4. Advertising. Granicus Products and Services shall not be used to promote products or
services available for sale through Customer 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 Customer and a third party that compensates
Customer 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.
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3.2.5. Granicus Subscriber Information for Communications Cloud Suite only
3.2.5.1. Data Provided by Customer. Data provided by Customer and contact
information gathered through Customer's own web properties or activities will
remain the property of Customer("Direct Subscriber"), including any and all
personally identifiable information (PII). Granicus will not release the data
without the express written permission of Customer,unless required by law.
3.2.5.2. Data Obtained through the Granicus Advanced Network
3.2.5.2.1. Granicus offers a SaaS product, known as the Communications Cloud,
that offers Direct Subscribers recommendations to subscribe to other Granicus
customer's digital communication (the"Advanced Network").When a Direct
Subscriber signs up through one of the recommendations of the Advanced
Network,that subscriber is a "Network Subscriber"to the agency it subscribed
to through the Advanced Network.
3.2.5.2.2. 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
Customer is under an active GovDelivery Communications Cloud subscription.
Network Subscribers will not transfer to Customer upon termination of any
Granicus Order,SOW or Exhibit. Customer 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 Customer within 15 calendar days of the Order,SOW or Exhibit
placed under this Agreement terminating.
3.2.5.2.3. Opt-In. During the last 10 calendar days of Customer's Order Term for
the terminating Order,SOW or Exhibit placed under this Agreement,Customer
may send an opt-in email to Network Subscribers that shall include an
explanation of Customer's relationship with Granicus terminating and that the
Network Subscribers may visit Customer's website to subscribe to further
updates from Customer in the future.Any Network Subscriber that does not
opt-in will not be transferred with the subscriber list provided to Customer
upon termination.
3.3. Restrictions.Customer 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
customers;
3.3.3. Customer 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. Customer 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;
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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. Customer Feedback. Customer assigns to Granicus any suggestion, enhancement, request,
recommendation, correction or other feedback provided by Customer 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 Customer. 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. Customer 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 Customer's responsibility to provide applicable
exemption certificate(s).
4.2. Disputed Invoiced Amounts.Customer shall provide Granicus with detailed written notice of any
amount(s) Customer 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 Customer has, in good
faith, disputed an invoice and is diligently trying to resolve the dispute. Customer's failure to
provide Granicus with notice of any disputed invoiced amount(s) shall be deemed to be
Customer's acceptance of the content of such invoice.
4.3. Price Increases.Any price increases not negotiated in advance shall be provided by Granicus to
Customer at least thirty (30) days prior to the end of the Order Term. Upon each yearly
anniversary during the term of this Agreement (including the Initial Term, all Extended Terms,
and all Order Terms), the Granicus Product and Services fees shall increase from the previous
term's fees by up to ten (10) percent per year.
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.
5.2. Warranties. Granicus warrants that it takes all precautions that are standard in the industry to
increase the likelihood of a successful performance for the Granicus Products and Services;
however,the Granicus Products and Services are provided "AS IS"and as available.
5.3. Disclaimers.EXCEPT AS PROVIDED IN SECTIONS 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
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MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
GRANICUS DOES NOT WARRANT THAT GRANICUS PRODUCTS AND SERVICES WILL MEET
CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR
ERROR FREE.
6. Confidential Information
6.1. Confidential Information. It is expected that one Party (Disclosing Party) may disclose to the
other Party (Receiving Party) certain information which may be considered confidential and/or
trade secret information ("Confidential Information"). Confidential Information shall include: (i)
Granicus' Products and Services, (ii) non-public information if it is clearly and conspicuously
marked as "confidential" or with a similar designation at the time of disclosure; (iii) non-public
information of the Disclosing Party if it is identified as confidential and/or proprietary before,
during,or promptly after presentation or communication and(iv)any information that should be
reasonably understood to be confidential or proprietary to the Receiving Party,given the nature
of the information and the context in which disclosed.
Each Receiving Party agrees to receive and hold any Confidential Information in strict confidence.
Without limiting the scope of the foregoing,each Receiving Party also agrees: (a)to protect and
safeguard the Confidential Information against unauthorized use, publication or disclosure; (b)
not to reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential
Information except as specifically authorized by the Disclosing Party; (c) not to use any
Confidential Information for any purpose other than as stated above; (d) to restrict access to
Confidential Information to those of its advisors, officers, directors, employees, agents,
consultants, contractors and lobbyists who have a need to know,who have been advised of the
confidential nature thereof, and who are under express written obligations of confidentiality or
under obligations of confidentiality imposed by law or rule;and (e)to exercise at least the same
standard of care and security to protect the confidentiality of the Confidential Information
received by it as it protects its own confidential information.
If a Receiving Party is requested or required in a judicial, administrative, or governmental
proceeding to disclose any Confidential Information,it will notify the Disclosing Party as promptly
as practicable so that the Disclosing Party may seek an appropriate protective order or waiver
for that instance.
6.2. Exceptions.Confidential Information shall not include information which:(i)is or becomes public
knowledge through no fault of the Receiving Party; (ii) was in the Receiving Party's possession
before receipt from the Disclosing Party; (iii) is rightfully received by the Receiving party from a
third party without any duty of confidentiality; (iv) is disclosed by the Disclosing Party without
any duty of confidentiality on the third party; (v) is independently developed by the Receiving
Party without use or reference to the Disclosing Party's Confidential Information; or (vi) is
disclosed with the prior written approval of the Disclosing Party.
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 Customer provide such notice, Customer 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 Customer.Customer
is ultimately accountable for the security and privacy of data held by Granicus on its behalf.
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
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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 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.
Customer's right to access or use the Granicus Products and Services will cease at the end of the
Order Term identified within each Order or SOW, unless either extended or earlier terminated
as provided in this Section 7. Unless a Party has given written notice to the other Party at least
ninety (90) days 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 Customer 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 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. 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, Customer shall immediately pay to Granicus all Fees due to Granicus through the
date of expiration or termination.
7.5. Survival. All rights granted hereunder shall terminate upon the latter of the termination or
expiration date of this Agreement,or each Order or SOW.The provisions of this Agreement with
respect to warranties, liability, choice of law and jurisdiction, and confidentiality shall survive
termination of this Agreement and continue in full force and effect.
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
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 CUSTOMER DATA; (B) COST OF PROCUREMENT OF
SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) LOSS OF BUSINESS; (D) DAMAGES ARISING
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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.
8.2. LIMITATION OF LIABILITY. EXCEPT FOR CUSTOMER'S BREACH OF SECTION 3.3, 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
CUSTOMER 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 CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 4 ABOVE.
9. Indemnification
9.1. Indemnification by Granicus. Granicus will defend Customer 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 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 Customer 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
Customer harmless from any Claim to the extent it is based upon: (i) a modification to any
solution by Customer (or by anyone under Customer's direction or control or using logins or
passwords assigned to Customer); (ii) a modification made by Granicus pursuant to Customer's
required instructions or specifications or in reliance on materials or information provided by
Customer; or (iii) Customer's use (or use by anyone under Customer's direction or control or
using logins or passwords assigned to Customer) of any Granicus Products and Services other
than in accordance with this Agreement.This section 9.1 sets forth Customer'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 Customer. Customer 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)
Customer's (or that of anyone authorized by Customer or using logins or passwords assigned to
Customer)use or modification of any Granicus Products and Services;(b)any Customer content;
or(c)Customer's violation 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
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of the Claim; (b)the indemnifying Party shall promptly assume sole defense and control of such
Claim upon becoming aware thereof; and (c) the indemnified Party shall reasonably cooperate
with the indemnifying Party regarding such Claim. Nevertheless, the indemnified Party may
reasonably participate in such defense, at its expense, with counsel of its choice, but shall not
settle any such Claim without the indemnifying Party's prior written consent.The indemnifying
Party shall not settle or compromise any Claim in any 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 Customer 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. Subcontractors. Granicus agrees that it shall be responsible for all acts and omissions of
its subcontractors to the same extent Granicus would be responsible if committed directly by
Granicus.
10.3. 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.
10.4. Amendments. This Agreement may not be amended or modified except by a written
instrument signed by authorized representatives of both Parties.Notwithstanding the foregoing,
Granicus retains the right to revise the policies referenced herein at any time, so long as the
revisions are reasonable and consistent with industry practices, legal requirements, and the
requirements of any third-party suppliers.
10.5. 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.
10.6. 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.
10.7. No Third-Party Beneficiaries. Subject to Section 10.6, 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.
10.8. Notice. Other than routine administrative communications,which may be exchanged by
the Parties via email or other means,all notices, consents, and approvals hereunder shall be in
writing and shall be deemed to have been given upon: (a) personal delivery; (b) the day of
receipt, as shown in the applicable carrier's systems, if sent via FedEx, 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
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change in mailing or email address in which case the mailing or email address, as applicable,for
that Party will be deemed to have been amended. The mailing and email addresses of the Parties
are as follows:
Granicus Rancho Palos Verdes,CA
ATTN: Contracts ATTN:
Address: 408 St. Peter Street Address:
Suite 600
Saint Paul, MN 55102
Phone: (651) 757-4154 Phone:
Email: contracts@granicus.com Email:
10.9. 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.
10.10. Choice of Law and Jurisdiction. This Agreement shall be governed by and interpreted
under the laws of the State of Minnesota,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 Ramsey County, Minnesota.
10.11. 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 Customer 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 Customer's request for RFI, RFP, RFQ; and (5)
Customer's RFI, RFP, RFQ.
10.12. Reference. Notwithstanding any other terms to the contrary contained herein, Customer
grants Granicus the right to use Customer's name and logo in customer lists and marketing
materials.
10.13. Injunctive Relief. Granicus is entitled to obtain injunctive relief if Customer's use of
Granicus Products and Services is in violation of any restrictions set forth in this Agreement.
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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 Rancho Palos Verdes,CA
By: By: �� / \I
(Authorized Signature)g ) (Authorized Signature'
Name: 'Qomnvba� Name:
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(Print or Type Name of Signatory) (Print or Type Name of Signatory)
Title: v�� �YoS1^ ,_.,/ 1 Title:
v t, IWIK
Date: t�NG Date: 06/1116
(Ex ution Date) (Execunte)
Attachment(s): Exhibit A (Proposal)
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-RAN ICUS
Exhibit A: Granicus Proposal for Rancho Palos Verdes, CA
Granicus Contact
Name: Maxwell Buccelli
Phone:
Email: maxwell.buccelli@granicus.com
Proposal Details
Quote Number:Q-63590
Prepared On:5/22/2019
Valid Through:6/30/2019
Pricing
Payment Terms: Net 30(Payments for subscriptions are due at the beginning of the period of performance.)
Currency: USD
Period of Performance:7/1/2019-6/30/2020
Contract End Date:6/30/2022
Annual Fees for Renewing Subscriptions
Billing
Solution Quantity/Unit Annual Fee
Frequency
Meeting Efficiency Suite Annual 1 Each $4,010.20
Government Transparency Suite Annual 1 Each $8,020.40
Granicus Encoding Appliance Software(GT) Annual 1 Each $0.00
Open Platform Suite Annual 1 Each $0.00
Upgrade to SDI 720p Streaming Annual 1 Each $1,260.00
SUBTOTAL: $13,290.60
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Remaining Period(s)
Solutions) 7/1/2020-6/30/2021 7/1/2021 -6/30/2022
Meeting Efficiency Suite $4,210.71 $4,421.25
Government Transparency Suite $8,421.42 $8,842.49
Granicus Encoding Appliance Software
(GT) $0.00 $0.00
Open Platform Suite $0.00 $0.00
Upgrade to SDI 720p Streaming $1,323.00 $1,389.15
SUBTOTAL: $13,955.13 $14,652.89
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Product Descriptions
Name Description
Meeting Efficiency Meeting Efficiency is a hybrid Software-as-a-Service(SaaS)and Hardware-as-a-Service(HaaS)
Suite solution that enables government organizations to simplify the in-meeting management and
post-meeting minutes creation processes of the clerk's office. By leveraging this solution,the
client will be able to streamline meeting data capture and minutes production, reducing staff
efforts and decreasing time to get minutes published. During a meeting, record roll calls,
motions,votes, notes,and speakers,all indexed with video. Use the index points to quickly edit
minutes,templates to format in Microsoft Word or HTML,and publish online with the click of a
button. Meeting Efficiency includes:
• Unlimited user accounts
• Unlimited meeting bodies
• Unlimited storage of minutes documents
• Access to one Granicus platform site
• Access to the LiveManager software application for recording information during
meetings
• Access to the Word Add-in software component for minutes formatting in MS Word if
desired
• One MS Word or HTML minutes template(additional templates can be purchased if
needed)
Government Government Transparency are the live in-meeting functions.Streaming of an event, pushing of
Transparency Suite documents, indexing of event,creation of minutes.
Granicus Encoding Granicus Encoding Appliance Software(GT)This includes the LiveManager Software solution
Appliance Software where webcasts are started/stopped,agendas amended and indexed,votes and attendance
(GT) recorded,and minutes created.
Open Platform Suite Open Platform is access to MediaManager, upload of archives,ability to post agendas/
documents,and index of archives.These are able to be published and accessible through a
searchable viewpage.
Upgrade to SDI 720p Upgrade to SDI 720p Streaming(requires Digital encoder and HD feed)
Streaming
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Terms and Conditions
• 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 Rancho Palos Verdes,CA to provide applicable exemption certificate(s).
• Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate
the subscription.
• If submitting a Purchase Order, please include the following language:All pricing,terms and conditions of quote
Q-63590 dated 5/22/2019 are incorporated into this Purchase Order by reference.
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