HomeMy WebLinkAbout26-075 - Contract - Granicus, LLC - Public Record Request SoftwareDocusign Envelope ID: B064C3A2-C998-4989-9484-40216EAC5684
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11 Southcenter Boulevard, Tukwila WA981
CONTRACT FOR SERVICES
Contract Number: 26-075
Council Approval N/A
This Agreement is entered into by and between the City of Tukwila, Washington, a non -charter
optional municipal code city hereinafter referred to as "the City," and Granicus. hereinafter referred to
as "the Contractor," whose principal office is located at
1152 15"' St. NW, Suite 800, Washington, DC 20005..
WHEREAS, the City has determined the need to have certain services performed for its citizens
but does not have the manpower or expertise to perform such services; and
WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms
and conditions; now, therefore,
IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties
hereto agree as follows:
1. Scope and Schedule of Services t be Performed ntr ct r. The Contractor shall perform
those services described on Master Subscription Agreement attached hereto as Exhibit A and
incorporated herein by this reference as if fully set forth. In performing such services, the Contractor
shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to
the performance of such services and the handling of any funds used in connection therewith. The
Contractor shall request and obtain prior written approval from the City if the scope or schedule is to
be modified in any way.
2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered
according to the rate and method set forth on Master Subscription Agreement attached hereto as
Exhibit A and incorporated herein by this reference. The total amount to be paid shall not exceed
$46,357.00.
3. Contractor Budget. The Contractor shall apply the funds received under this Agreement within the
maximum limits set forth in this Agreement. The Contractor shall request prior approval from the City
whenever the Contractor desires to amend its budget in any way.
4. Duration of Aareement. This Agreement shall be in full force and effect for a period commencing
January 23, 2026, and ending January 22s 2029, unless sooner terminated under the provisions
hereinafter specified.
5. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with
respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be
considered to create the relationship of employer and employee between the parties hereto. Neither
Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees
by virtue of the services provided under this Agreement. The City shall not be responsible for
withholding or otherwise deducting federal income tax or social security or contributing to the State
Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the
Contractor, or any employee of the Contractor.
6. Indemnification. The Contractor shall defend, indemnify and hold the Public Entity, its officers,
officials, employees and volunteers harmless from any and all third party claims, injuries, damages,
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losses, or suits including attorney fees, arising out of or in connection with the negligence or willful
misconduct of the Contractor, except for injuries and damages caused by the sole negligence of the
Public Entity.
Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115,
then, in the event of liability for damages arising out of bodily injury to persons or damages to property
caused by or resulting from the concurrent negligence of the Contractor and the Public Entity, its
officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the
extent of the Contractor's negligence. It is further specifically and expressly understood that the
indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial
Insurance, Tile 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually
negotiated by the parties. The provisions of this section shall survive the expiration or termination of
this Agreement.
7. Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance
against claims for injuries to persons or damage to property which may arise from or in connection with
the performance of the work hereunder by the Contractor, their agents, representatives, employees or
subcontractors. Contractor's maintenance of insurance, its scope of coverage and limits as required
herein shall not be construed to limit the liability of the Contractor to the coverage provided by such
insurance, or otherwise limit the City's recourse to any remedy available at law or in equity.
A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types and with the limits
described below:
1 Commercial General Liability nsurance with limits no less than $1,000,000 each occurrence,
$2,000,000 general aggregate and $2,000,000 products -completed operations aggregate
limit. Commercial General Liability, insurance shall be as least at broad as ISO occurrence
form CG 00 01 and shall cover liability arising from premises, operations, independent
contractors, products -completed operations, stop gap liability, personal injury and advertising
injury, and liability assumed under an insured contract. The Commercial General Liability
insurance shall be endorsed to, provide a per project general aggregate limit using ISO form
CG 25 03 05 09 or an equivalent endorsement. The City shall be included as an additional
insured under the Contractor's Commercial General Liability insurance policy with respect to
the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01
and Additional Insured -Completed Operations endorsement CG 20 3710 01 or substitute
endorsements providiing at least as broad coverage.
B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher insurance
limits than the minimums shown above, the Public Entity shall be insured for the full available limits
of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective
of whether such, limits maintained by the Contractor are greater than those required by this Contract
or whether any certificate of insurance furnished to the Public Entity evidences limits of liability
lower than those maintained by the Contractor.
C. Other Insurance Provision. The Contractor's Automobile Liability and Commercial General
Liability insurance policies are to contain, or be endorsed to contain that they shall be primary
insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage
maintained by the City shall be excess of the Contractor"s insurance and shall not contribute with
it.
D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating
of not less than A: VII.
E. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy, of
the amendatory endorsements, includingi but not necessarily limited to the additional insured
endorsement, evidencing the insurance requirements of the Contractor before commencement of
the work. Upon request by the City, the Contractor shall furnish certified copies of all required
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insurance policies, including endorsements, required in this Agreement and evidence of all
subcontractors' coverage.
F'. Subcontractors. The Contractor shall cause each and every Subcontractor to provide insurance
coverage that complies with all applicable requirements of the Contractor -provided insurance as
set forth, herein, except the Contractor shall have sole responsibility for determining the limits, of
coverage required to be obtained by Subcontractors. The Contractor shall ensure that the Public
Entity is an additional insured on each and every Subcontractor's Commercial General liability
insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing
operations and CG 20 37 10 01 for completed operations.
G. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for this
work with written notice of any policy cancellation, within thirty (30) business days of their receipt
of such notice.
H. Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as
required shall constitute, a material breach of contract, upon which the City may, after giving fifteen
(15) business days notice to the Contractor to correct the breach, immediately terminate the
contract or, at its discretion, procure or renew such insurance and pay any and all premiums in
connection, therewith, with any sums so expended to be repaid to the City on demand, or at the
sole discretion of the City, offset against funds due the Contractor from the City.
A. The Contractor shall maintain accounts and records, including personnel, property, financial and
programmatic records which sufficiently and properly reflect all direct and indirect costs of any
nature expended and services performed in the performance of this Agreement.
B. These records shall be maintained for a period of seven (7) years after termination hereof unless,
permission to destroy them is, granted by the office of the archivist in accordance with RCW Chapter
40.14 and by the City.
9. Audits and Inspections, The records and documents with respect to all matters covered by this
Agreement shall be subject at all times to inspection, review or audit by law during the performance of
this Agreement.
11O.Termination'. This Agreement may at any time be terminated by either party by giving to the non -
terminating party ninety (90) days written notice of the terminating party's intention to terminate the
same. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right
to terminate this Agreement immediately.
11. Discrimination Prohibited, The Consultant, with regard to the work performed by it under this
Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age,
veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the
presence of any disability, or any other protected class status under state or federal law, in the
selection and retention of employees or procurement of materials or supplies.
12. Assianment and Subcontract The Contractor shall not assign or subcontract any portion of the
services contemplated by this Agreement without the written consent of the City.
13. Severability and Survival. If any term, condition or provision of this Agreement is declared void or
unenforceable or limited in its application or effect, such event shall not affect any other provisions
hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which
by their sense and context are reasonably intended to survive the completion, expiration or cancellation
of this Agreement, shall survive termination of this Agreement.
14. Notices. Notices to the City of Tukwila shall be sent to the following address:
City Clerk, City of Tukwila
6200 Solut,hcenter Blvd.
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Tukwila, Washington 98188
Notices to the Contractor shall be sent to the address provided by the Contractor upon the
signature line below,
15. Agglicable Law, Venues Attomg)es Fees. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington, In the event any suit, arbitration, or other
proceeding is instituted to enforce any term of this, Agreement, the parties: specifically understand and
agree that venue shall be property laid in King County, Washington, The prevailing party in any such
action shall be entitled to its attorney's fees and costs of suit.
16. Conflicts and Entire Agreement. This, Agreement supersedes all prior agreements between the
parties with respect to its, subject matter. The Agreement, inclusive of all attached exhibits, is intended
as a complete and eI
exclusive statement of the substantive terms contained in this Agreement, n the
event of a conflict between the Agreement and any attached exhibit, the terms of this Agreement shall
govem.
DATED this 24th day of March 2026.
Signed by:
511"C . . .. ........................
Thomas McLeod, Mayor
ATTEST/AUTHI,ENTICATED:
igned by:
A04Z-5-
Andy Youn-Bamett, City Clerk
Signed �E by-
,Qat�& �-462"......................
Office of the City Attorney
By -ft
..j_,F
Printed Name: Greg Eck
Title: senior manager, Contracts
Address: 1152 15th Street NW, Suite 800
Washington, DC 20005
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EXHIBIT A
MASTER
SUBSCIPTION
AGREEMENT
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GR A, N �CIJ S
Subscription and Services Agreement
US/Canada
This Subscription and Services Agreement ("Agreement") is effective as of the date an Order or SOW (as
defined below) commences that references this Agreement ("Effective Date"), and is a contract between
the party procuring Granicus Products and/or Services named in the Order or
SOW (""Client") and Granicus, LIC, a Minnesota Limited Liability Company for, those Clients located in the
US, or Granicus Canada Holdings, LI.L.C., an unlimited liability corporation for those Clients located in
Canada ("Granicus").
1. Definitions. For the purpose of this Agreement, the following terms have the corresponding
definitions:
"Content" means any material or data: (ii) displayed or published on Client's website; (ii) provided by Client
to Granicus to perform the Services; or (iii) uploaded into Products by Client or on Client's behalf. Content
expressly excludes Granicus Data;
"Deliverable(s)" means any computer software, and related written documentation, reports or materials
developed by Granicus as part of a Services engagement;
"Granicus Data" means data owned, generated or collected by Granicus separately from Content
provided by Client, including data generated by use of the Products or personal information related to
individuals who use the Products or Services, which is collected and used in accordance with applicable
law and in conformance with publicly posted privacy policies;
"IP Rights", means all current .and future worldwide statutory or other proprietary rights, whether
registered or unregistered, including but not limited to, moral rights, copyright, trademarks, rights in
designs, patents, rights in computer software data base, rights, rights in know-how, mask work, trade
secrets, inventions, domain or company names and any application for the foregoing, including
registration rights.
"Order" means a binding proposal, written order, or purchasing document setting forth the Products
made available to Client under the terms of this Agreement either directly with Granicus or through an
authorized third party reseller;
"'Products"' means the: (i) online or cloud subscription services; (ii) on premise software; (ifl) embedded
software; and (N) Granicus Data, licensed to Client, and hardware components purchased by Client under
this Agreement, as applicable and as set forth in the Order or SOW;
"Services" means the consulting, integration, installation, and/or implementation services to be,
performed by Granicus as described in the SOW; and
"SOW" means a statement of work agreed to by the parties that references this Agreement and describes
the Services and Deliverables provided as part of a Services engagement pursuant to the Services
provisions set forth in this Agreement.
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2. Intellectual Property Ownership and Use Rights.
a) Intellectual Property Ownership. Granicus and its licensors own all IP Rights in the Products
and Granicus Data. Client and its authorized users have no right, title or interest in the Products or
Granicus Data other than the license rights expressly granted herein. All rights not expressly granted
herein are reserved by Granicus and its licensors.
b) License to Products. Granicus hereby grants Client a non-exclusive, non -transferable license to
access and use the Products identified in the Order during the Term set forth therein. In addition to the
terms of this Agreement and the Order, product -specific license terms applicable to certain of the
Products and Granicus Data can be found at �n W..Glrainicuas.,co /.!fg 11/Ilii. .msiiing and are hereby
incorporated into this Agreement by reference.
C) Third Party Contractors. Client may permit its third -party contractors to access and use the
Products solely on behalf of and for the benefit of Client, so long as: (i) such contractor agrees to comply
with this Agreement as if it were Client; (ii) Client remains responsible for each contractor's compliance
with this Agreement and any breach thereof; and (iii) all volume or transaction -based use of the Products
includes use by contractors. All rights granted to any contractor terminate immediately upon conclusion
of the Services rendered to Client that give rise to such right. Upon termination of such rights, contractor
will immediately cease all use of the Products and uninstall and destroy all confidential or proprietary
Granicus information in its possession. Client will certify compliance with this section in writing upon
Granicus' request.
d) Data Sources. Client may only upload data related to individuals that originates with or is owned
by Client. Client shall not upload data purchased from third parties without Granicus' prior written
consent and list cleansing Services provided by Granicus for an additional fee.
e) Content. Client can only use Products to share Content that is created by or owned by Client
and/or Content for affiliated organizations, provided that use by Client for affiliated organizations is in
support only, and not as a primary communication vehicle for such organizations that do not have their
own license to the Products. Granicus does not own the Content submitted by Client nor is Granicus
responsible for any Content used, uploaded or migrated by Client or any third party. Granicus will not sell,
use, or disclose any Content for any purpose other than performing Services subject to this Agreement.
For clarification, the fact that Content and Granicus Data may contain the same or similar information
does not minimize or limit the ownership or use rights of either party as it relates to Content on the part
of Client, or Granicus Data on the part of Granicus.
f) Advertising. Client shall not use Products to promote products or services available for sale
through Client or any third party without Granicus' prior written consent.
g) Restrictions. Client shall not:
(i) Use the Products to store or display adult content, promote illegal or immoral activities,
send or store infringing, obscene, threatening or unlawful or
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tortious material or disrupt others use of the Products, network services or network
equipment, including unsolicited advertising or chain letters, propagation of computer
worms and viruses, or use of the Products to make unauthorized entry into any other
device accessible via the network or Products;
(ii) Disassemble, decompile, reverse engineer or make derivative works of the Products;
(iii) Rent, lease, lend, or host the Products to or for any third party, or disclose the Products
to any third party except as otherwise permitted in this Agreement or an Order or SOW;
(iv) Use the Products in violation of any applicable law, rule, or regulation, including violation
of laws regarding the processing, use, or disclosure of personal information, or violation
of any United States export control or regulation, United States embargo, or denied or
sanctioned parties prohibitions; or
(v) Modify, adapt, or use the Products to develop any software application intended for
resale which uses or competes with the Products in whole or in part.
3. Term; Termination.
a) Agreement Term. This Agreement begins on the Effective Date and remains in effect for the
period set out in the Order ("Initial Term"). Thereafter, this Agreement will continue in effect until all
Orders or SOWS have expired or been terminated.
b) Order Term. Each Order will be effective on the date set out therein and will remain in effect
during the Initial Term identified in the Order. Each Order will automatically renew for twelve (12) month
terms (each, a "Renewal Term") unless either party gives the other party notice of non -renewal within
thirty (30) days of notification of price change as described in Section 4.d., or within sixty (60) days prior
to the start of the next Renewal Term, whichever is later. The Initial Term and all Renewal Terms are
collectively, the "Term".
C) SOW Term. Each SOW will begin on the effective date of the SOW and will remain in effect until
the Services are completed, this Agreement is terminated, or the termination date set out in the SOW
(the "Termination Date"), whichever is later. If no specific Termination Date is designated in the SOW,
Client may terminate the SOW upon thirty (30) days written notice to Granicus.
d) Subscription Term. The annual term for all Products licensed to Client on a subscription basis
begins upon the Effective Date of the applicable Order and are based on subscription term and not actual
usage. Products licensed on a subscription basis are deemed delivered upon Initial Availability. Initial
Availability of a Product means the earlier of: (i) the issuance of a user name and password to Client to
access the Product; (ii) the provision of the Product in its hosted environment on behalf of Client by
Granicus technical personnel; or (iii) access to the Product by Granicus or third -party services personnel
in order to commence configuration or implementation Services on behalf of Client.
e) Termination for Default. Either party may terminate this Agreement or any Order or SOW by
written notice if the other party commits a material breach of this Agreement or the applicable Order or
SOW and fails to cure such breach within thirty (30) days after receipt of such notice, or an additional
period of time as agreed to by the parties.
f) Non -Appropriation. Client may terminate this Agreement or any Order or SOW by providing
Granicus written notice during the then -current Term for lack of appropriation of funds for the Renewal
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Term so long as Client has made best efforts to secure the necessary consents for renewal and obtain
appropriate funds for payment of the fees.
g) Effect of Termination. Upon expiration or termination of an Order or SOW for any reason: (i)
Client's right to access and use the Products will immediately cease (except for perpetual licenses granted
under an Order, which will continue to be governed by this Agreement for the duration of the license); (ii)
Client will promptly remit any fees due to Granicus under all Orders and SOWS; (iii) Granicus will promptly
cease performance of any Services; and (iv) the parties will return or destroy any Confidential Information
of the other party in its possession, and certify upon request to the other party of compliance with the
foregoing. Client will have thirty (30) days from the expiration date of a subscription to extract or
download any Content stored in the Products. Granicus has no obligation to retain any Content after such
thirty (30) -day period nor is Granicus responsible for extracting the data on Client's behalf absent separate
written agreement and the payment of additional fees.
h) Survival. Sections 4 (Fees, Payment), 9 (Confidentiality), 10 (Indemnification), 11 (Limitation of
Liability), 13 (Governing Law) and any other clause that by its nature is intended to survive will survive
termination of this Agreement indefinitely or to the extent set out therein.
4. Fees; Payment.
a) Fees. Client will pay all undisputed fees, costs and other amounts as specified in each Order or
SOW. Annual or subscription fees are due upfront at the beginning of each annual Term. Services fees
and one-time fees are due according to the billing frequency specified in each Order or SOW. Absent any
specific billing frequency, Client will pay fees for Services on a monthly basis in arrears for time and
materials engagements, or milestone basis as billed upon delivery of each milestone. GXG Services are
billed up front annually prior to the then -current term. Hardware will be invoiced to Client upon
shipment. Granicus may suspend Client's access to any Products if there is a lapse in payment not
remedied promptly upon notice to Client. 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).
b) Payment. Client will remit payment of the fees due within thirty (30) days of receipt of an accurate
invoice from Granicus or its authorized reseller, or if Client is subject to different payment terms imposed
by applicable regulation, such required payment duration. Any disputed amounts will be identified in
writing to Granicus within the payment period or be deemed accurate and payable. With respect to any
amount due to Granicus which is not paid within the payment period, Granicus may apply interest at the
rate of one and half percent (1.5%) per month, or such lesser amount required by law, assessed from the
due date through the date of payment. Client acknowledges and agrees that orders placed by Client for
Products and Services will be non -cancellable and the fees paid are non-refundable unless otherwise
expressly stated in the Agreement.
C) Purchase Orders. Upon request, Granicus will reference a purchase order number on its invoices
if Client provides the corresponding purchase order information to Granicus prior to generating the
invoice. Client agrees that a failure to provide Granicus with purchase order information will not relieve
Client of its obligations to provide payment in accordance with this section.
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d) Price Changes. Subject to any price schedule or pre -negotiated fees to which this Agreement or
an Order may be subject, Granicus will provide notice of any price changes prior to the end of the current
Term, which subject to Section 3.b, will become effective as of the next Renewal Term. Such notification
may be made via Order, email, or invoice provided by Granicus. Renewals at the same volume amount
will not increase more than five percent (5%) over the prior year's fees. Purchases of additional Products
will be at Granicus' then -current price and licenses, subject to volume or transaction metrics, and will be
reviewed annually prior to commencement of the Renewal Term, with fees adjusted to cover increases in
Client's use.
e) Cooperative Purchasing. To the extent permitted by law the terms of this Agreement may be
extended for use by other municipalities, school districts and governmental agencies. Orders and SOWS
entered into by such third parties are independent agreements between the third party and Granicus and
do not affect this Agreement or any Order or SOW between Granicus and Client.
f) Overages. For any Products or Services purchased in tiers, with volume caps, specified number
of users, or other measured metrics, it is the Client's responsibility to purchase up to the level of use
needed by Client. Any overage will be charged to Client at the then -current rate for such tier or volume,
or the rate set forth in Client's pricing arrangements with Granicus or Granicus resellers. Payment for
such overages must be made in the then -current term unless otherwise agreed to by the parties in writing.
g) Resellers. If Client has entered into a separate agreement with an authorized distributor or
reseller of Products and/or Services, the terms of such third -party agreement will supersede conflicting
terms contained herein solely as they relate to payment schedules and pricing as negotiated between
Client and the reseller.
5. Client Responsibilities.
a) Content. Client will be solely responsible for the Content submitted to the Products and will
comply with all laws, rules and regulations relating to the use, disclosure and transmission of such
Content, including providing such to Granicus. Client represents and warrants it has the legal right to
provide the Content to Granicus and that such use or disclosure does not violate the intellectual property,
privacy or other legal rights of any third party. Client grants Granicus a limited, non-exclusive right during
the Term to access and use the Content to provide the Products and Services. Content does not include
user feedback related to the Products or Services, which Granicus is free to use without any further
permission or consideration to Client.
b) Data Backup and Protection. Client will maintain a back-up of any data or data files provided to
Granicus. For certain Products, Granicus offers functionality that requires subscribers to enable password
protection of subscriber profiles and associated data. Client assumes all responsibility for implementing
and enforcing this security functionality in its sole discretion.
C) Passwords. Sign -on credentials used to access the Products are non -transferable. Client is
responsible for keeping all passwords secure and for all use of the Products through Client's sign in
credentials.
d) Cooperation. Client will provide any assistance reasonably required by Granicus to perform the
Services, including timely review of plans and schedules for the Services and reasonable access to Client's
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offices for Services performed onsite. Services delayed or unable to be performed due to lack of Client
cooperation or communication will be deemed delivered and no refunds will be issued for such services.
e) Third -Party Technology. Client will be responsible for securing all licenses for third party
technology necessary for Granicus to perform the Services (including the right for Granicus to use such
technology) and will be responsible for the performance of any third -party providing goods or services to
Client related to the Services, including such third party's cooperation with Granicus.
f) Use of Messaging Services. Client may use Products to send emails and messages to users and
third parties. Client is solely responsible for any such message and their content, including securing the
legal right to send the message. Messages may be blocked, delayed, or prevented from being delivered
by destination servers and other reasons outside of Granicus' control, and there is no warranty that
messages will reach their intended destination in a given timeframe.
6. Support. Basic support and maintenance services provided to Client for Products ("Support") is
included in the fees paid for the Granicus Product subscription or maintenance during the Term and will
be provided in accordance with the Service Level Agreement set forth at
rnrrnrrnr.g.r .In.i .�s.,......2 I.g&2.!/
li.j� n..sil .g. Granicus may update its Support obligations under this Agreement,
so long as the level of Support agreed to by the parties is not materially diminished due to such
modification.
7. Representations; Warranties; Disclaimers.
a) Representations. Each Party represents that it has validly entered into this Agreement and has
the legal power to do so.
b) Warranties:
(i) Each party warrants that it has the rights necessary to grant to the other party the licenses
granted in this Agreement.
(ii) Granicus warrants that it will perform its obligations in a professional and workmanlike
manner in accordance with industry standards.
(iii) Client's sole and exclusive remedy and Granicus' sole obligation for breach of the
warranties in this Section are as follows: (i) for a breach of the warranty in Section 7.b.(i), the indemnity
in Section 10 of this Agreement; and (ii) reperformance of the non -conforming Services for a breach of
the warranty in Section 7.b.(ii), provided that Client notifies Granicus of a non -conformity in this Section
during the thirty (30) day period following Granicus' completion of the applicable Services.
c) Disclaimers. EXCEPT AS EXPRESSLY STATED IN THIS THIS SECTION, THE PRODUCTS AND SERVICES
ARE PROVIDED "AS IS" AND GRANICUS DISCLAIMS ALL OTHER WARRANTIES, 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
PRODUCTS OR SERVICES WILL MEET CLIENT'S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL
BE UNINTERRUPTED OR ERROR FREE.
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8. Services.
a) Granicus will perform Services in accordance with this Agreement and the SOW. Granicus is not
obligated to provide any Services unless set out in the SOW. Unless otherwise set out in the SOW or as
agreed to by the parties the Services will be performed remotely. Any estimates provided in the SOW,
including expected hours to complete the Services and any timeline provided by Granicus, are based on
known functional requirements and technical environments as of the effective date of the SOW. Changes
or delays in the work schedule originating with Client are subject to the project change procedure and
may result in an increase in fees.
b) Granicus grants Client a non-exclusive, non -transferable, royalty -free, perpetual license to use the
Deliverables on behalf of and for the benefit of Client independently and with the Products. Granicus
retains all right, title and interest to the Deliverables except for those rights expressly granted to Client.
Deliverables and Services are deemed accepted upon delivery unless otherwise set forth in a SOW.
C) Any modifications to the Services must be in writing and signed by authorized representatives of
each party. Granicus personnel performing Services at Client's offices will comply with Client's policies
and procedures in effect at such location.
d) If agreed to by the Parties in the SOW, Client will also pay for all reasonable travel -related and
out-of-pocket expenses incurred by Granicus in the performance of the Services in accordance with
Client's travel and expense policy which will be provided to Granicus in writing (or Granicus' policy if none
is provided by Client) and which will be billed monthly and due thirty (30) days following date of invoice.
9. Confidentiality. During performance of the Services, each party may receive Confidential Information
of the other party.
a) "Confidential Information" means all confidential and/or trade secret information of either party
("Disclosing Party"), including but not limited to: (i) Granicus' Products; (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 given the nature of the information and the
context in which disclosed, in each case that is disclosed to the other party ("Receiving Party") or to which
the Receiving Party gains access in connection with performance of the Services.
b) Subject to freedom of information, government transparency, or similar applicable law, each
Receiving Party will receive and hold any Confidential Information in strict confidence and will: (i) protect
and safeguard the Confidential Information against unauthorized use, publication or disclosure; (ii) not
reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential Information except as
specifically authorized by the Disclosing Party; (iii) not use any Confidential Information for any purpose
other than in performance of this Agreement; (iv) 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 (v)
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, but no less than a reasonable
degree of care.
Page 7 of 12
Docusign Envelope ID: B064C3A2-C99B-4989-9484-40216EAC5684
'I " . —'--r, , .—Y — —1--- _w required in a judicial, administrative, or governmental
proceeding or pursuant to apply public records laws 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, unless such notification is prohibited by law or
judicial order,
d) The foregoing obligations do not apply to information that: (i) is already public or becomes
available to the public through no breach of this section; (ii) was in the Receiving Party's lawful possession
before receipt from the Disclosing Party; (ii!) is lawfully received independently from a third party who is
not bound by a confidentiality obligation; or (iv) is independently developed by or on behalf of the
Receiving Party without use of any Confidential Information.
e) Upon written request of the Disclosing Party, the Receiving Party agrees to promptly return or
destroy all Confidential Information in its possession, and certify its destruction in writing, provided that
the Receiving Party may retain a copy of the returned or destroyed items for archival purposes in
accordance with its records retention policies and subject to this section.
f) Disclosing Party maybe irreparably damaged if the obligations under this section are notenforced
andl as such may not have an adequate remedy in the event of a breach by Receiving Party of its obligations
hereunder. The parties agree, therefore, that Disclosing Party is entitled to seek, in addition to other
available remedies, an injunction restraining any actual, threatened or further breaches of the Receiving
Party's obligations under this section or any other appropriate equitable order or decree.
g) Granicus acknowledges that Client is a public entity and is subject to the Public Records Act
under Chapter 42.56 RCW. To the, extent permitted by law, Client shall treat as exempt from treatment
as a public record, and shall not disclose in response to a request made pursuant to any applicable public
records law, any of Granicus's Confidential Information. Client has sole discretion to determine whether
to claim an exemption and withhold or redact records procured from Granicus under this section in
response to a public records request under Chapter 42.56 RCW, and nothing in this Agreement shall bind
Client to withhold or redact records in a manner it has determined to be inconsistent with its public
disclosure obligations under Chapter 42.56 RCW. Where Client proposes to release records or portions
of records, that Granicus has clearly marked as Confidential Information in response to a public records
request, Client will provide third party notice to Granicus of its proposed release in order to allow
Granicus to seek an injunction against disclosure under RCW 42,516.540.
10. Indemnification.
a) Granicus will defend, indemnify and hold Client harmless from and against all losses, liabilities,
damages and expenses including reasonable attorney fees (collectively, "Losses") arising from any claim
or suit by an unaffiliated third party that the Products or Deliverables, as delivered to Client and when
used in accordance with this Agreement and the applicable Order or SOW, infringes a valid U.S. copyright
or U.S. patent issued as of the date of the applicable Order or SOW (a "Claim").
b) To the extent permitted by applicable law, Granicus will have control of the defense and reserves
the right to settle any Claim. Client must notify Granicus promptly of any Claim and provide reasonable
cooperation to Granicus, upon Granicus' request and at Granicus' cost, to defend such Claim provided
that Client's failure to so notify and request indemnification shall not relieve the Granicus of any liability
that they might have, except to the extent that such, failure prejudices the Granicus's ability to defend
such claim or suit. Granicus, will not agree to any settlement which requires acknowledgment of fault or
an incurred liability on 'the part of an indemnified party not otherwise covered by this indemnification,
without indemnified party's prior consent. Client may elect to participate in the defense of any cWrn
with counsel of its choosing at its own expense.
0 If the Products or Deliverables are subject to a claim of infringement or misappropriation, or if
Page 8 of 12
ocusdgn Envelope �_._..:aoaAd-oaasaaz1sAcsssa Deliverables may be subject to such a Claim, Granicus
reserves the right, in its sole discretion, to: (i) replace the affected Products or Deliverable with non -
infringing functional equivalents; (ii) modify the affected Products or Deliverable to render, it non -
infringing; or (iii) terminate this Agreement or the applicable Order or SOW with respect to the affected
Granicus Product or Deliverable and refund to Tient any prepaid fees for the then -remaining portion of
the Order or SOW Term.
(lid", lucic nay a°nLcl ( "NL
d) Granicus will have no obligation to indemnify, defend, or hold Client harmless from any Claim to
the extent it is based upon: (i) a modification to the Granicus Product or Deliverable by anyone other than
Granicus (ii) a modification made by Granicus pursuant to Client's required instructions or specifications
or in reliance on materials or information provided by Client; (iii) combination with the Products or
Deliverable with non-Granicus software or data; or (iv) Client's (or any authorized user of Client) use of
any Products or Deliverables Cather than in accordance with this Agreement.
e) This section sets forth Client's sole and exclusive remedy, and Granicus' entire liability, for any
Claim that the Products, Deliverables or any other materials provided by Granicus violate or infringe upon
the rights of any third party.
1.1. Limitation of Liability.
r a �,, � �, a. ra. �: �• N �■ N � ,w, YN Ire x � �w�
iitN •"" � .w N a � w � �, ,,� �, �.
N v N w , �N Ir Ir• � r• w w� p ■
b) IN NO EVENT, EXCEPT FOR CLIENT'S OBLIGATIONS TO PAY UNDISPUTED AMOUNTS DUE UNDER
THE ORDER OR SOW, OR GRANICUS' INDEMNIFICATION OBLIGATIONS SETFORTH IN SECTION 1.0
(INDEMNIFICATION), WILL EITHER PARTY'S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS ARISING
IN CONNECTION WITH THIS AGREEMENT (IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR
OTHERWISE) EXCEED THE AMOUNT OF FEES PAID BY CLIENT TO GRANICUS OR GRANICUS' RESELLER, AS
APPLICABLE, IN THE SIX (f) MONTHS IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY'
NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM. HOWEVER, IF CLIENT HAS PAID NO FEES
UNDER THE TERMS OF AN ORDER IN THE TWELVE
(1) MONTH PERIOD PRECEDING THE DATE OF THE INCIDENT GIVING RISE TO THE CLAIM, THE
AGGREGATE LIABILITY OF GRANICUS TO CLIENT FOR SUCH CLAIM SHALL NOT EXCEED FIVE THOUSAND
DOLLARS ($5,000).
12. General.
a) Force Majeure. Any delay in the performance by either party of its obligations hereunder will 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.
b) Independent Contractor. Each party is an independent contractor and employees of each party
are not considered to be employees of the other party„ No agency, partnership, joint venture or other
joint relationship is created by this Agreement. The parties shall not make any commitments binding on
Page 9 of 12
Docusign Envelope ID: B064C3A2-C99B-4989-9484-40216EAC5684
— .-- --, —1. --. --2y are acting for, or on behalf of, the other. Each party
assumes full responsibility for the actions of its personnel while performing the Services and such party
will be solely responsible forthe supervision, daily direction, control of its personnel, and fo,rthe payment
of all of their compensation and any taxes related thereto.
c) Publicity. Neither party will use the name of the other party in publicity releases or similar activity
without the consent of the other party, except Granicus may include Client's name and logo in client lists
and similar communications.
d) Waiver. No waiver of any breach of any provision of this Agreement or the SOW by either party
or the failure of either party to insist on the exact performance of any provision of this Agreement or the
SOW will constitute a waiver of any prior, concurrent or subsequent breach of performance of the same
or any other provisions hereof, and no waiver will be effective unless made in writing.
e) Notices. Other than routine administrative communications, which may be exchanged by the
Parties via email or other means, all notices, consents, and approvals hereunder will be in writing and will
be deemed to have been given upon, (i) personal delivery; (ii) the day of receipt, as shown linthe applicable
carrier's systems, if sent via FedEx, UPS, DHL, or other nationally recognized express carrier; (Hi) the third
business day after sending by U.S. Postal Service, First Class, postage prepaid, return receipt requested;
or (iv) sending by email, with confiirmed receipt from, the receiving (party. Either Party may provide the
other with notice of a change in mailling 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
Client are as set forth in the Order or SOW, for Gr,anicus as follows:
Contracts
11'52151h Street NW, Suite, 800
Washington DC 20005 1
II 1-800-314-0147 1
I contracts@gran,icus.com I
f) Severability. If any provision of this Agreement, Order, or SOW, or portion thereof, is held to be
invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be severed and
the remaining provisions of the Agreement, Order or SOW will remain in full force and effect.
g) Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of
its rights or obligations hereunder without the prior written consent of the other Party (such consent not
to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign this Agreement
with reasonable notice to the other party to an affiliate or to a successor in interest resulting from
acquisition of all, or substantially all, of the assigning party's business by means of merger, stock or asset
purchase, or otherwise. Any assignment or attempted assignment in violation of this Agreement will be
null and void. This Contract will bind and inure to the benefit of each party's permitted successors and
assigns.
11) Amendment. This Agreement may not be amended or modified except by a written instrument
signed by authorized representatives of both Parties.
D Applicable Law. Each party will, at all times, exercise its rights and perform its obligations under
this Agreement in compliance with all applicable law, rules, and regulations including all applicable local,
state and federal laws and regulations prohibiting discrimination and harassment.
k) Headings. The various section headings of this Agreement are linserted only for convenience of
reference and are not intended, nor wiill they be construed to modify, define, limit, or expand the intent
Page 10 of 12
Docusign Envelope ID: B064C3A2-C99B-4989-9464-40216EAC5684
1) No Third -Party Beneficiaries. 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,
m) Conflict of Interest. Granicus certifies that it is not engaged in any current project or business
transaction, directly or indirectly, nor has it any interest, direct or indirect, with any person or business
that might result in a conflict of interest in the performance of the Agreement, Order, or SOW.
ni) Anti -Corruption. Neither Party has received or been offered any illegal or improper bribe,
kickback, payment, gift, or item of value from an employee or agent of the other Party in connection with
this Agreement. If Client learns of any violation of the above restriction, Client shall immediately notify
fflFrorm
13. Governing Law. If Client is a public entity (a state or any agency or authority thereof, or county,
city or town, public educational institution or other entity that serves a public purpose), this Agreement
will be governed by and construed in accordance with the laws of the state in which the public entity is
located, with venue being a court of'competent jurisdiction within such state. If' Client is the Federal
government of the United States, or any branch or agency thereof, this Agreement will be governed by the
laws of the United States with venue being any Federal district court of competent jurisdiction. If Client
is a private or commercial entity, this Agreement wiH be governed by the laws of the state of New York,
without reference to the state's conflict of law principles, with exclusive jurisdiction of the state and
federal courts (located in the borough of Manhattan, New York, New, York. If Client is located in Canada,
this Agreement will be governed by the laws of the Province of Ontario with suit brought only in the
General Division of the Ontario Court of Justice. No applicable principals of conflicts of laws, imputed
terms of the Uniform Commercial Code, or the United Nations Convention on contracts for the
international sale of goods will apply to this Agreement.
14. Entire Agreement. This Agreement and Orders and SOWs governed by this Agreement constitutes
the entire agreement between Granicus and Client, and supersedes all prior agreements, requests for
proposals or pricing and the corresponding responses, understandings, representations or
correspondence relevant to the subject matter hereof. Perpetual licenses granted to Client under prior
agreements remain in full force and effect. If your organization and Granicus has entered into a separate
agreement or is utilizing a contract vehicle for this transaction, the terms of this Agreement are
incorporated into such separate agreement or contract vehicle by reference, with any directly conflicting
terms and conditions being resolved in favor of the separate agreement or contract vehicle to the extent
applicable. Inconsistencies, between documents, will be resolved in the following order: (1) this Agreement;
(ii) Orders and OWs; (H) all other purchase documents executed by the parties (except for any pre-
printed or standard terms contained on purchase orders which shall have no force or effect); (iv) Granicus'
Page 11 of 12
Docusign Envelope ID: B064C3A2-C99B-4989-9484-40216EAC5684
response to Client's RFI, RFP, RFQ; and (v) Client's RFI, RFP, RFQ. Client has not been induced to enter into
this Agreement or the SOW by any representations or promises not specifically stated herein.
Page 12 of 12
Docusign Envelope ID: B064C3A2-C99B-4989-9484-40216EAC5684
EXHIBIT B
2026 - 2029
PRICING
SUMMARY
Docusign Envelope ID: B064C3A2-099B-4989L-9484-40216EAC5684
GRAD ICS
THIS IS NOT AN INVOICE Order Form
Prepared for
Tukwila WA Police Department
11!�!111 jqijjqi�
Prepared By:
CrIstina Leon
Phone:
Email:
cristina.leonggranicus.com
Order #:
0-491806
Prepared On:
05 Feb 2026
Expires On:
22 Jan 2026
ORDER TERMS
Currency* USD
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of
performance.)
Current Subscription
End Date: 22 Jan 2026
Initial Order Term End
Date: 22 Jan 2029
Period of Performance: 23 Jan 2026 - 22 Jan 2027
'91rder #: Q-491806
Docusign Envelope ID: B064C3A2-099B-4989L-9484-40216EAC5684
G -R A N I C U S
Order Farm
Tukwila WA Police Department
PNCING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this
Proposal.
Once purchased data storage has been exceeded, data storage is billed in increments of ITB over
the purchased data storage amounts herein and will be assessed an additional annual fee of
$1,200.00 and billed in arrears. Storage is reviewed annually and is adjusted at the next annual
renewal, Throughout the term of the contract Tukwila WA Police Department is able to contact
Gronicus for a report on how much storage has been used.
Hosted Data Storage (TB)
23 Jan 2026 -
Annual
2, Each
$2,,69,6.40
$2,696.40
22 Jon 2027
FOIA Module Non Enterprise
01 Aug 2026 -
Annual
I Each
$7,767.95
$3,704.85
22 Jon 2027
Inter -Agency Communications
01 Aug 2.026 -
Annual
I Each
$2,072.88
$988.64
Module
22 Jan 2027
Subpoena Duces Tecum
01 Aug 2026 -
Annual
I Each
$2,072.88
$988.64
Module
22 Jan 2027
WA State JLARC Reporting
01 Aug 2026 -
22 Jon 2027
Annual
I Each
$2,483,20
$1,184,34
'91rder #: Q-491806
Page 2 of 7
Docusign Envelope ID: B064C3A2-C99B-4989L-9484-40216EAC5684
W13 01fffl-
Order Form
Tukwilc WA Police Department
Hosted Data Stiorage (TB) $2,831.22 $2,972.78
FOIA Module No Enterprise $8,156.35 $8,564.16
Inter -Agency Communications Module $2,176.52 $2,285,35
Subpoena Duces Tecum Module $2,176,521 $2,285.35
WA State JLARC Reporting $2,607.36 $2,73773
'91rder #: Q-491806
Docusign Envelope ID: B064C3A2-099B-4989L-9484-40216EAC5684
G -R A N I C U S
PRODUCT'UPDATES
Order Form
Tukwila WA Police Department
FOR INFORMATION ON RECENT AND UPCOMING PRODUCT ENHANCEMENTS ACROSS THE GRANICUS
PORTFOLIO, PLEASE REFER TO THE SEMIANNUAL UPDATE INFORMATION ON THIS WEBPAGE.
: HTTPS://GRANICUS.COM/SEMIANNUAL-UIPDATES/
am-'Wwwangw/mm
m
'91rder #: Q-491806
Hosted Data Storage (TB)
A secure, cloud -based repository for storing documents related to records
requests, designed to meet public sector compliance standards while
ensuring dependable access and retention.
FOIA Module Non Enterprise
A centralized public records request management and tracking platform
which includes:
A branded public portal foir request intake with a patented, request,
deflection technology option
Automated date calculation that uses public records law and organization
work schedules, to calculate request due dates
Highly coinfigurable workflow rules to automate request processing tasks
�Request tracking with monitoring tool, configurable lescalations, and a
complete audit trail
A robust reporting suite
Subpoena Duces Tecum
Subpoena Duces Tecum Module
Module
WA State JLARC Reporting
WA State, JLARC Reporting
'91rder #: Q-491806
Docusign Envelope ID: B064C3A2-099B-4989L-9484-40216EAC5684
G -R A N I C U S
Order Form
Tukwila WA Police Department
• This quote, andd all products and services delivered hereunder are governed by the terms located at
https://granicus.com/'Iegal/licensing, including any product -specific terms included therein (the "License
Agreement"). If your organization and Granicus has entered into a separate agreernent or is utilizing a
contract vehicle for this transaction, the terms of the License Agreement are incorporated Into such separate
agreement or contract vehicle by reference, with any directly conflicting terms and conditions being resolved
in favor of the separate agreement or contract vehicle to the extent applicable.
• If submitting a Purchase Order, please include the following language: The pricing, terms and conditions of
quote Q-491806 dated 05 Feb 2026 are incorporated into this Purchase Order by reference and shall take
precedence over any terms and conditions included in this Purchase Order.
• 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 Tukwila WA Police Department to provide applicable exemption cerfificate(s).
Any lapse in payment may result in suspension of service and will require the payment of a setup fee to
reinstate the subscription.
Client will be renewed in f he ARV tiers specified in the table above for use of Records Requests products (i.e.,
GovQA) based on the actual Request Volumes available in the Client's production environment from beginning
of the current, Term up to the provision of a renewal quote projected as an ARV.
If less than six (6) months of Request Volume data is available, client will be renewed of the same tier as the
previous Term,
*1rder #: Q-491806
Tier
Low
high
Annual
Request
Volume
(ARV)
1
0
99
2 100
299
3 300
499
4 Soo
999
5 1,000
2,499
6 2,500
4,999
7 5,000
7,499
8 7,500
10,000
Subsequ nt tiers 2,500
Client will be renewed in f he ARV tiers specified in the table above for use of Records Requests products (i.e.,
GovQA) based on the actual Request Volumes available in the Client's production environment from beginning
of the current, Term up to the provision of a renewal quote projected as an ARV.
If less than six (6) months of Request Volume data is available, client will be renewed of the same tier as the
previous Term,
*1rder #: Q-491806
Docusign Envelope ID: B064C3A2-C99B-4989L-9484-40216EAC5684
G -R A N I C U S
Order Form
Tukwilc WA Police Department
*Irder #: Q-491806
Docu ign Envelope ID: B06 4C3 -099B-49894 0216E,A 5fi 4
G_RAVICU
1411111 MIEUMUMMANE"
Carder Farm
Tukwila WA Police Department
Billings Contact Purchase Order [ x ] No
Joke Barry
RequiredYes
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,�,,,,, „�„ �'',,,,,,,��,,,,,,,,,,,,,,,,fir,,,,,,,,,,,,. ,,,,,,�,
Billing ,Address: 15008 Tu afca International Blvd, Tukwila WA PO Number
If PQ reuire d
Billing Email: Blllin Phone � 206-433-1808
i
'��:� �tukv�ulawva av
d�
If submitting a Purchase Order, please include the following language:
The pricing, terms, and conditions of quote Q-491806 dated 06 Feb 2026 erre incorporated into this Purchase
Order by reference and shalt take precedence over any terms and conditions included in this Purchase Order.
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.
Signature:
r
tJameG _ e.
Eri Drever
r
4 �
„�
Title.
Chief f
� ef a Police
'91rder Q-491806
Docusign Envelope ID: B064C3A2-C99B-4989-9484-40216EAC5684
EXHIBIT C
SERVICE
LEVEL
AGREEMENT
Docusign Envelope ID: B064C3A2-C99B-4989L-9484-40216EAC5684
Exhibit C - Service Level Agreement
G R A N I C IJ S granicus.com
Region
Regular Support Hours
Support Contact 'Channeels
USA
Monday - Friday
L1-UP-1)-0-LL,-9L(-A-r1k1 U —"%C. 0 tyl
Response
8:00 AM -8:00 PM EST
1-800-314-0147
Incident represents
Excluding Federal Holidays
Incident response process is initiated upon verification. Work
Canada
Monday - Fridaysuw-
-Uar-qLi L-u—scarmn
on a resolulion begins immiedialely (24/7/365). Notifications
8:00 AM -8:00 PM EST
1-800-314-0147
hours
Excluding Statutory Holidays
EMERGENCY
Europe
Monday - Friday
-su pmxzrLar-c-ji�l c —us. (i—m
9:00 AM -5:00 PM GMT
+44 (0) 800 032 7764
status.gronicus.com
Excluding Statutory Holidays
available
Australia & New
Monday - Friday
sumorLaruricus con)
Zealand
9:00 AM -5:30 PM REST
+61 3 9913 0020
Level2
Excluding National Holidays and Victorian
four (4)
is evaluated whether a solution or acceptable work around
public holidays
product is not working or
Subscribers
Monday - Friday
subscriberhe, - ronlcus,corn
govDelivery Help
8:00 AM -8:00 PM EST
sulbscriberhe '/
1lj9, Q 0 n 1 C L 61 - C 0 M
Excluding US Federal Holidays
1-800-439-1420 USA
+44 (0) 808 234 7450➢ Europe
Emergency Support
Emergency technical support is available 2417 by phone only for customers
Level
experiencing a Level I outage as defined below
Severity
Time to Ils'
Level
Description
Response
Grainicus Action
Incident represents
Within
Incident response process is initiated upon verification. Work
complete unavailability of
two (2)
on a resolulion begins immiedialely (24/7/365). Notifications
Levell
the Granicus Products for all
hours
and updates of resolution or work arounds are provided to,
EMERGENCY
users and no workaround is
affected clients via case, or if several clients are affected, via
status.gronicus.com
available
Incident occurs when a
Within
Incident response process is initiated upon verification. Case
Level2
major feature of the
four (4)
is evaluated whether a solution or acceptable work around
SEVERELY
product is not working or
hours
can be achieved. Notifications and updates of resolutions or
work arounds, are provided to affected clients via case, or if
IMPAIRED
fails repeatedly and there
several clients are affected, via stcfus.gronicus.corn
is no workaround available
Incident occurs when a
Within
Upon verification case is assigned and work on resolution
Level
primary feature of the
one (1)
begins within I business day. If the issue is reported after hours,
IMPAIRED
product is not working as
business
it will not be assigned until the next business day.
expected and an
day
acceptable workaround is
available
Incident that has a limited
Within
Upon verification case is assigned and work on resolution
Level
business impact; primary
three (3)
begins within, 3 business days. If the issue is reported after
LOW IMPACT
functionality, is unaffected
busliness
hours, it will not be assigned until the next business day.
days
Granicus shall use commercially reasonable efforts to resolve incidents affecting GraNcus Products. Incidents that require
debugging of progromming code may need to be corrected during the next regular update cycle. Resolution time will be based
on the details and severity of an incident. Regular follow-ups will be communicated with the customer until final resolution is
reached
grani'cus.com I info@glranicus,com page 1
Docusign Envelope ID: B064C3A2-C99B-4989L-9484-40216EAC5684
Exhibit C - Service Level Agreement
G A N I C IJ S
PRODucr AVAILABILITY
Granicus will use commercially reasonable efforts to make the Granicus Products Available 99.9% of the
Available Hours of Operation, calculated on a calendar quarter basis, as follows:
[(Total time in a quarter- Unexpected Downtime - Scheduled Downtime - Service Disruption) / (Total time in a
quarter - Schedule Downtime - Service Disruption)] * 100
Reasonable efforts are made to avoid Scheduled Downtime to perform maintenance, however, in
circumstances where Scheduled Downtime is required, notification will be posted at least 10 days in advance
for all Product Suites, scope of maintenance activities may be refined to ensure adherence to published
schedule. Customers can subscribe to product specific email notifications on the status page
status.granicus.com
Notifications for Granicus Products of any system -wide outages will be posted to 5 com and will
occur within one (1) hour from the time the issues are first recognized by Granicus.
Reports of Unscheduled Downtime will be provided upon request up to once per calendar quarter.
Term
Definiflon
Availability
ability of a user to access the Granicus Product via the internet. Granicus uses industry -
standard third -party monitoring to measure Availability through URL monitoring (HTTP)
Available
twenty-four hours a day, seven days per week, minus Scheduled Downtime
Hours of
Operation
Maintenance
updates, upgrades, bug fixes, and patches to the Granicus Products. Maintenance times
vary by Product. An up-to-date maintenance schedule can be found at status. corn.
Scheduled
is the period when the Granicus Product may be inaccessible to permit Granicus to perform
Downtime
Maintenance services
Service
is the downtime arising from causes beyond the reasonable direct control of Granicus, such
Disruption
as events caused by Client's action or inaction, force majeure, interruption or failure of digital
transmi0on links or telecommunications, certificate expirations, hostile network attacks, issues
arising with customer Domain Name Systems (DNS), or Client Web Application Firewall (W'AF).
Unscheduled
is any time after the first five minutes of downtime where the Granicus Product is not Available
Downtime
in any way.
OUTAGE CREDIT
Any credit provided within this Technical Support and Availability document will be referred to as an Outage
Credit. The Outage Credit shall be applied as credit to the customer's following renewal term for the customer's
affected Granicus Product and will be added to the end of the then -current period of performance and shall
be provided upon the customer's request.
Outage Credit is available solely to the extent Unscheduled Downtime created unavailability of the entire
Granicus product, Unscheduled Downtime does not Include Service Disruption, In no event shall any credit for a
calendar quarter exceed the seven (7) days of Outage Credit. Granicus shall have the ability to determine at its
reasonable discretion 'whether Unscheduled Downtime has occurred.
Per calendar quarter, Granicus will provide Outage Credit as follows:
granicus.com I info@gl,ranicus,com page 2