20-0915_GRANICUS, INC._E7_Agenda ReportCity of San Juan Capistrano
Agenda Report
TO: Honorable Mayor and Members of the City Council
FROM: Benjamin Siegel, City Manager
SUBMITTED BY: Maria Morris, City Clerk
DATE: September 15, 2020
SUBJECT: Service Agreement for Webcasting Media Solution and Monthly
Managed Services (Granicus, Inc.)
RECOMMENDATION:
1.Waive the formal request for proposal process pursuant to Municipal Code Section
3-4.306 (e)(3) for webcasting media solution services, and;
2.Approve and authorize the City Manager to execute a Service Agreement with
Granicus, Inc., for monthly managed webcasting media solution services; and,
3.Authorize the City Manager to approve two optional one-year extensions of the
agreement.
DISCUSSION/ANALYSIS:
The City currently has an agreement with Granicus, Inc., for the monthly management of
webcasting of public meetings. Granicus provides webcasting of upcoming agendas, live
internet broadcasting of public meetings, and hosts the storage of archived videos,
agendas and minutes of all City Council, Commissions, Committees and Board meetings.
The current agreement term expires March 6, 2021. Granicus has agreed to a new
Service Agreement through March 6, 2023, at the same service level and a 3% annual
increase for monthly managed services.
FISCAL IMPACT:
The annual cost for these services is $20,539.48 for Fiscal Year 21-22 and $21,155.66
for Fiscal Year 22-23. Funding for the monthly management webcasting solution is
included in the adopted Fiscal Year 2020-21 budget.
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City Council Agenda Report
September 15, 2020
Page 2 of 2
ENVIRONMENTAL IMPACT:
Not applicable.
PRIOR CITY COUNCIL REVIEW:
• On March 6, 2018, the City Council approved a new Services Agreement with
Granicus, Inc. for a three-year term ending March 6, 2021.
• On December 6, 2011, the City Council approved a Services Agreement with
Granicus, Inc. for the purchase of webcasting media solution, monthly
management services, video equipment, and installation of equipment.
COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS:
This item does not go through the Commission/Committee review process.
NOTIFICATION:
Granicus, Inc.
ATTACHMENT(S):
Attachment 1 – Proposed Services Agreement with Granicus, Inc.
Attachment 2 – Services Agreement with Granicus, Inc.
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Master Subscription Agreement
This Master Subscription Agreement (“Agreement) is made and entered into as of the latter date of the
signatures below ( the “Effective Date”) by and between the City of San Juan Capistrano, CA (“Client”) and
Granicus, LLC, a Minnesota Limited Liability Company d/b/a Granicus (“Granicus”). Client and Granicus
may each be referred to herein as “Party” or collectively as “Parties”.
By accessing the Granicus Products and Services, Client accepts this Agreement. 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:
“Agreement Term” means the total time covered by the Initial Term and all Extension Terms for each
Order or SOW under this Agreement, further specified in Section 7.1.
“Extension Term” means any term that increases the length of the Initial Term of this Agreement or
an Order Term of an Order or SOW.
“Granicus Products and Services” means the products and services made available to Client pursuant
to this Agreement, which may include Granicus products and services accessible for use by Client on
a subscription basis (“Software-as-a-Service” or “SaaS”), Granicus professional services, content from
any professional services or other required equipment components or other required hardware, as
specified in each Order or SOW.
“Initial Term” shall have the meaning specified in Exhibit A or Order or SOW between Granicus and
Client for the first duration of performance that Client has access to Granicus Products and Services.
“Order” means a written order, proposal, or purchase document in which Granicus agrees to provide
and Client agrees to purchase specific Granicus Products and Services.
“Order Term” means the then-current duration of performance identified on each Order or SOW, for
which Granicus has committed to provide, and Client has committed to pay for, Granicus Products
and Services.
“Statement of Work” or “SOW” means a written order, proposal, or purchase document that is signed
by both Parties and describes the Granicus Products and Services to be provided and/or performed
by Granicus. Each Order or SOW shall describe the Parties’ performance obligations and any
assumptions or contingencies associated with the implementations of the Granicus Products and
Services, as specified in each Order or SOW placed hereunder.
“Support” means the ongoing support and maintenance services performed by Granicus related to
the Granicus Products and Services as specified in each Order or SOW placed between the Parties.
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.
ATTACHMENT 1
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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 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 as
subscriptions during an Order Term specified in each Order or SOW. Additional Granicus Products
and Services may be added during an Order Term as described in Section 2.1.
3.2. Permitted Use. Subject to the terms and conditions of this Agreement, Granicus hereby grants
during each Order Term, and Client hereby accepts, solely for its internal use, a worldwide,
revocable, non-exclusive, non-transferrable right to use the Granicus Products and Services to
the extent allowed in the relevant Order or SOW (collectively the “Permitted Use”).
3.2.1. Data Sources. Data uploaded into Granicus Products and Services must be brought in
from Client sources (interactions with end users and opt-in contact lists). Client cannot
upload purchased contact information into Granicus Products and Services without
Granicus’ written permission and professional services support for list cleansing.
Granicus certifies that it will not sell, retain, use, or disclose any personal information
provided by Client for any purpose other than the specific purpose of performing the
Services outlined within this Agreement.
3.2.2. Passwords. Passwords are not transferable to any third party. Client is responsible for
keeping all passwords secure and all use of the Granicus Products and Services accessed
through Client’s passwords.
3.2.3. Content. Client can only use Granicus Products and Services to share content that is
created by and owned by Client and/or content for related organizations provided that
it is in support of other organizations but not as 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’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 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.
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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’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.
3.2.5.2. 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).
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’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.
3.2.5.3.2. 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’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.
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;
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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’s responsibility to provide applicable
exemption certificate(s).
4.2. Disputed Invoiced Amounts. Client shall provide Granicus with detailed written notice of any
amount(s) Client reasonably disputes within thirty (30) days of the date of invoice for said
amount(s) at issue. Granicus will not exercise its rights under 4.1 above if Client has, in good faith,
disputed an invoice and is diligently trying to resolve the dispute. Client’s failure to provide
Granicus with notice of any disputed invoiced amount(s) shall be deemed to be Client’s
acceptance of the content of such invoice.
4.3. Price Increases. Any price increases not negotiated in advance shall be provided by Granicus 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 term’s fees by
up to ten (10) percent per year.
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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 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’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.
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 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.
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6.3. Storage and Sending. In the event that Granicus Products and Services will be used to store
and/or send Confidential Information, Granicus must be notified in writing, in advance of the
storage or sending. Should Client provide such notice, Client must ensure that Confidential
Information or sensitive information is stored behind a secure interface and that Granicus
Products and Services be used only to notify people of updates to the information that can be
accessed after authentication against a secure interface managed by Client.
6.4. Return of Confidential Information. Each Receiving Party shall return or destroy the Confidential
Information immediately upon written request by the Disclosing Party; provided, however, that
each Receiving Party may retain one copy of the Confidential Information in order to comply with
applicable laws and the terms of this Agreement. Customer understands and agrees that it may
not always be possible to completely remove or delete all personal data from Granicus’
databases without some residual data because of backups and for other reasons.
7. Term and Termination
7.1. Agreement Term. The Agreement Term shall begin on the 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’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 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 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.
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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 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.
8.2. LIMITATION OF LIABILITY. EXCEPT FOR CLIENT’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
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’S PAYMENT OBLIGATIONS UNDER 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 (“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 Client any prepaid
fees for the then-remaining or unexpired portion of the Order or SOW term. Notwithstanding
the foregoing, Granicus shall have no obligation to indemnify, defend, or hold Client harmless
from any Claim to the extent it is based upon: (i) a modification to any solution by Client (or by
anyone under Client’s direction or control or using logins or passwords assigned to Client); (ii) a
modification made by Granicus pursuant to Client’s required instructions or specifications or in
reliance on materials or information provided by Client; or (iii) Client’s use (or use by anyone
under Client’s direction or control or using logins or passwords assigned to Client) of any Granicus
Products and Services other than in accordance with this Agreement. This section 9.1 sets forth
Client’s sole and exclusive remedy, and Granicus’ entire liability, for any Claim that the Granicus
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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’s
(or that of anyone authorized by Client or using logins or passwords assigned to Client) use or
modification of any Granicus Products and Services; (b) any Client content; or (c) Client’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
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 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);
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.
10.6. 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
receipt, as shown in the applicable carrier’s systems, if sent via FedEx, UPS, DHL, or other
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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. The mailing and email addresses of the Parties
are as follows:
Granicus City of San Juan Capistrano, CA
ATTN: Contracts ATTN: Maria Morris
Address: 408 St. Peter Street
Suite 600
Saint Paul, MN 55102
Address: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Phone: (651) 757-4154 Phone: (949) 443-6309
Email: contracts@granicus.com Email: mmorris@sanjuancapistrano.org
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 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, MN.
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’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. Upon request, Granicus shall reference a purchase order number on its invoices, provided,
however, that Client acknowledges that it is Client’s responsibility to provide the corresponding
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’s name and logo in Client lists and marketing materials.
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10.12. 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.
10.13. Subcontractors. Granicus agrees that is shall be responsible for all acts and omissions of
its subcontractors to the same extent Granicus would be responsible if committed directly by
Granicus.
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 City of San Juan Capistrano, CA
By: By:
(Authorized Signature) (Authorized Signature)
Name: Name:
Benjamin Siegel
(Print or Type Name of Signatory) (Print or Type Name of Signatory)
Title: Title:
City Manager
Date: Date:
(Execution Date) (Execution Date)
Attachment(s): Exhibit A (Proposal)
Granicus Proposal for San Juan Capistrano, CA
Granicus Contact
Name:Cale Brakke
Phone:(720) 892-0352
Email:cale.brakke@granicus.com
Proposal Details
Quote Number:Q-115067
Prepared On:9/3/2020
Valid Through:3/6/2021
Pricing
Payment Terms:Net 30 (Payments for subscriptions are due at the beginning of the period of performance.)
Currency:USD
Period of Performance:3/7/2021 - 3/6/2022
Contract End Date:3/6/2023
Annual Fees for Renewing Subscriptions
Solution Billing
Frequency Quantity/Unit Annual Fee
Government Transparency Suite Annual 1 Each $8,201.66
Open Platform Suite Annual 1 Each $8,173.90
Government Transparency Managed Services Hardware (GT)Annual 1 Each $4,163.92
SUBTOTAL: $20,539.48
Remaining Period(s)
Solution(s)3/7/2022 - 3/6/2023
Government Transparency Suite $8,447.71
Open Platform Suite $8,419.12
EXHIBIT A
Product Descriptions
Name Description
Government
Transparency Suite
Government Transparency are the live in-meeting functions. Streaming of an event, pushing of
documents, and indexing of events.
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.
Government
Transparency
Managed Services
Hardware (GT)
The managed equipment solution offers an encoding appliance that is fully managed and
maintained by Granicus.
Remaining Period(s)
Solution(s)3/7/2022 -3/6/2023
Government Transparency Managed Services Hardware
(GT)$4,288.84
SUBTOTAL:$21,155.66
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 San Juan Capistrano, 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-115067 dated 9/3/2020 are incorporated into this Purchase Order by reference.
• 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.
Agreement and Acceptance
By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also
understands the services and terms.
Billing Information
Name:
Phone:
Email:
Address:
San Juan Capistrano, CA
Signature:
Name:
Title:
Date:
ATTACHMENT 2
Master Subscription Agreement
This Master Subscription Agreement ("Agreement) is made by and between the party procuring Granicus Products and
Services ("Customer") and GovDelivery, 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. In the event there is a conflict
between this Agreement and any other contract Customer has for the Granicus Products and Services ("Contract"), the
terms of the Contract shall prevail. 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, SOW or
Exhibit under this Agreement, further specified in Section 7.1.
"Exhibit" means any exhibit referenced herein and attached hereto.
"Extension Term" any term that increases the length of the Initial Term of this Agreement.
"Fees" mean the fees charged by Granicus for the Granicus Products and Services as identified on each Order, SOW
or Exhibit and, unless otherwise stated in each Order, SOW or Exhibit, invoiced upon commencement of the Order
Term.
"Granicus Products and Services" means the products and services made available to Customer pursuant to this
Agreement, which may include Granicus products, services, application software accessible for use by Customer on a
subscription basis ("SaaS"), Granicus professional services, content from any professional services or other required
equipment components ("Required Hardware"), as specified in each Order, SOW or Exhibit.
"Initial Term" shall have the meaning specified in the Order, SOW or Exhibit 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" shall mean the then-current duration of performance identified on each Order, SOW or Exhibit, 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,
SOW or Exhibit 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, SOW or Exhibit 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, SOW or Exhibit placed between the Parties.
2. Ordering and Scope
2.1. Ordering Granicus Products and Services. The Parties may execute one or more Order, SOW or Exhibit related
to the sale and purchase of Granicus Products and Services. Each Order, SOW or Exhibit will generally include an
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itemized list of the Granicus Products and Services as well as the Order Term for such Granicus Products and
Services . Each Order, SOW or Exhibit must, generally, be signed by the Parties; although, when a validly-issued
purchase order by Customer accompanies the Order, SOW or Exhibit, then the Order, SOW or Exhibit need not
be executed by the Parties. Each Order, SOW or Exhibit dated on or after the Effective Date shall be governed
by this Agreement regardless of any pre-printed legal terms on each Order, SOW or Exhibit, and by this
reference is incorporated herein.
2.2. Support. Basic support related to standard Granicus Products and Services is included within the fees paid
during the Order Term . 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, SOW or Exhibit may be extended for use by other
municipalities, school districts and governmental agencies upon execution of an addendum or other 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, SOW or Exhibit. 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,
SOW or Exhibit (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, SOW or Exhibit.
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. 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 . Granicus Communications Suite Subscriber Information
3.2.3.1. 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 (PI I). Granicus
will not release the data without the express written permission of Customer, unless required
bylaw.
3 .2.3.2 . Data Obtained through the Granicus Advanced Network
3.2.3.2.1. Granicus offers a SaaS product, known as the Communications Cloud, that offers Di rect
Subscribers recommendations to subscriber to other Granicus customer's digital
communication (the "Advanced Network"). When a Direct Subscriber signs up through one of
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the recommendations of the Advanced Network, that subscriber is a (/Network Subscriber" to
the agency it subscribed to through the Advanced Network.
3.2.3.2.2. Access to the Advanced Network is a benefit of the Communications Cloud subscription
with Granicus. Network Subscribers are available for use only while Customer is under an active
subscription with Granicus . 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.
3.2.3.2.3. Opt-ln. 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.
3.2.4. 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 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.
3.3. Restrictions. Customer shall not:
3.3.1. Access or use any portion of Granicus Products and Services, except as expressly allowed by this
Agreement or each Order, SOW or Exhibit placed· hereunder;
3.3.2. Disassemble, decompile, or otherwise reverse engineer all or any portion of the Granicus Products and
Services;
3.3.3. Use the Granicus Products and Services for any unlawful purposes;
3.3.4. Export or allow access to the Granicus Products and Services in violation of U.S. laws or regulations;
3.3.5. 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
3.3.6. 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 hereby grants to Granicus an irrevocable, non-exclusive, perpetual, royalty-free
transferrable license, with right to sublicense, to use and incorporate into the Granicus Products and Services
any suggestion, enhancement, request, recommendation, correction or other feedback provided by Customer
relating to the use of the Granicus Products and Services.
3.5. Required Hardware. For Required Hardware purchased from Granicus by Customer, Granicus will provide to
Customer a three (3) year warranty with respect to the Required Hardware. Within the three (3) year warranty
period, Granicus shall repair or replace any Required Hardware provided directly from Granicus that fails to
function properly due to normal wear and tear, defective workmanship, or defective materials. Required
Hardware warranty shall commence on the Effective Date of each applicable Order, SOW or Exhibit.
3.6. 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.
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4. Payment
4.1. Fees. Customer agrees to pay all fees, costs and other amounts as specified in each Order, SOW or Exhibit.
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, SOW or Exhibit 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). Unless indicated
otherwise in the applicable Order, SOW or Exhibit, the fees shall be invoiced by Granicus and paid by Customer
as follows:
4.1.1. Products. Product setup and annual fees are due at the beginning of the Initial Term, then annually at
the beginning of any Extended Term or Order Term, within thirty (30) days of receipt of invoice.
4.1.2. Services. Services supporting Products shall be paid annually commencing upon the completion of the
Product implementation, or the Product being ready for Customer's use. Fees shall be paid by Customer
within thirty (30) days of receipt of invoice.
4.1.3. Required Hardware. For Required Hardware, delivery is complete once Customer receives Required
Hardware components with the configured Granicus Product and Services.
4.2. Disputed Invoiced Amounts. Customer shall provide Granicus with detailed written notice of any amount(s)
Customer reasonably disputes within thirty (30} days receipt 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 automatically increase from the previous term's fees by seven (7) 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. 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
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.
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
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disclosing Party; (iii) is rightfully receiving by the receiving party from a third party without any duty of
confidentiality; (iv) is disclosed by the disclosing Party without a 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.
Confidential Information of disclosing Party may be disclosed in response to a valid court order or other legal
process, only to the extent required by such order or process and, if allowed by law, only after the recipient has
given the owner written notice of such court order or other legal process promptly and the opportunity for the
owner to seek a protective order or confidential treatment of such Confidential Information.
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 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. Upon request of the disclosing Party, termination, or expiration of this
Agreement, the receiving Party shall, to the extent commercially practicable, destroy the disclosing Party's
Confidential Information and, at the disclosing Party's request, certify the same.
7. Term and Termination
7.1. Agreement Term. The Agreement Term shall begin on the Effective Date and continue through the latest date
of the Order Term of each Order, SOW or Exhibit under this Agreement, unless otherwise terminated as
provided in this Section 7. Each Order, SOW or Exhibit will specify an Order Term for the Granicus Products and
Services provided under the respective Order, SOW or Exhibit. 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, SOW or Exhibit,
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 Order Term, the Granicus Products and
Services will automatically renew for an Extension Term equal in duration to the Initial Term, or the then-
current Order Term .
7 .2. Effect of Termination. If the Parties agree to terminate this Agreement and an Order, SOW or Exhibit 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, SOW or Exhibit until termination or expiration thereof. If the Agreement is
terminated for breach, then unless otherwise agreed to in writing, all outstanding Orders, SOWs or Exhibits
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, SOW or Exhibit 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 .
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7.5. Survival. All rights granted hereunder shall terminate the latter of the termination or expiration date of this
Agreement, or each Order, SOW or Exhibit. The provisions of this Agreement with respect to warranties,
liability, 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, PUNITVE, 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 OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, OR RELATED
TECHNICAL SUPPORT; OR (E) FOR ANY MATIER 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. 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
PRECEEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR
DIRECT DAMAGES. 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, SOW or Exhibit. In the event of such a
Claim, if Granicus determines that an affected Order, SOW or Exhibit 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, SOW or Exhibit, 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, SOW or Exhibit with respect to the
affected Solution and refund to You any prepaid fees for the then-remaining or unexpired portion of the
Subscription Order 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 liabili~y, 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.
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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 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 .
10.9. Force Majeure. Neither Party shall be in breach of this Agreement solely due to breach caused by
circumstances beyond the control and without the fault or negligence of the Party failing to perform. Such
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causes include but are not limited to acts of God, wars, fires, floods, government regulations, shortage or
supplies, acts of terrorism, or strikes.
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, SOWs or Exhibits 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, SOWs or Exhibits 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)
Exhibits (excluding orders) hereto; (3) Orders; and (4) all other SOWs or other purchase documents.
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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