Loading...
HomeMy WebLinkAbout22-148 - Granicus - Public Records Request SoftwareDocuSign Envelope ID: EA88577B-88DD-44A7-865E-94FB09FE13CD City of Tukwila 6200 Southcenter Boulevard, Tukwila WA98188 CONTRACT FOR SERVICES Contract Number: 22-148 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 ranicus , hereinafter referred to as "the Contractor," whose principal office is located at 408 St. Peter St. #600 — St. Paul, MN 55102 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 to be Performed by Contractor. 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 locai 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 Pavm_erd. 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 $39,999.99. 3. Contractor Budaet. 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 Auoust 1 , 2022, and ending July 31, 2025 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, losses or suits including attorney fees, arising out of or in connection with the negiigence or willful CA Revised May 2020 Page 1 of 4 000ummnEnvelope ID: sAmuor/o-8VP1)-44*7*ossf4p13onpa1000 misconduct of the Contractor, except for injuries and damages caused by the sole negligence ofthe Public Entity. Should a court of competent jurisdiction determine h this 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, Title 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 foinjuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Cnntnantor, their aQento, 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 insuronce, 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 Iimits described below: 1. Commercial General Liability insurance 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 {}G 00 01 and shall cover liability arising from prern|oee, operatiuns, independent o0ntractora, 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 prje{tgemerm|a0grega1eUnn|tum|n0|5Oforrn 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 37 10 01 or substitute endorsements providing at least as broad coverage. B. Public EFull Availability of Contractor Limits. If the Contractor maintains higher insurance Iimits than the minimums shown above, the Public Entity shall be insured for the full available Iimits of Commercial General and Excess or Umbrella Ilability 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 contmin, or be endorsed to contain that they shalt 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. OAcceptability 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, including 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 insurance policies, including endorsements, required in this Agreement and evidence of all CA Revised May 2020 Page 2 of 4 DocuSign Envelope ID: EA8857713-880D-44A7-865E-94FBINFE13CD subcontractorscoverage. 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 ieast 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. 8. Record Keeping and Reporting. 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. 10. 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. Assignment 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 Southcenter Blvd. Tukwila, Washington 98188 CA Revised May 2020 Page 3 of 4 DocuSign Envelope ID: EA88577B-138DD-44A7-1365E-94FEC9FE13CD Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 15. Apolicable Law: Venue: Attorney's 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 cif this Agreement, the parties specifically understand and agree that venue shall be properly Iaid in King County, Washington. The prevailing party in any such action shall be entitled to its attorneys fees and costs of suit. DATED this 30th day of November , 2022. CITY OF TUKWILA CONTRACTOR eSignetl via Saamlessfliocs.com 00~ 6D,66eyg Allan Ekberg, Mayor 11-30-2022 DocuSIgned by: F444+0144. SU' 141,44. By: Brendan Stierman Printed Name and Title:contracts manager Address: 408 Saint Peter Street, Suite 600, St. ATTEST/AUTHENTICATED: Paul, MN 55102 eSignetl via SaamleeeDoce.com eket2wf Oglahe/c&J Key...f5,4,345-4f,ed,35925fIEM""""" City Clerk, Christy O'Flaherty APPROVED AS TO FORM. eSicinetl via SeamlessiDocs.com Stiu;(91evita,teeteA.,e,- Key: 1.31077 73, 4rIali. 67, la8535c1b77 r— Office of the City Attorney CA Revised May 2020 Page 4 of 4 DocuSign Envelope ID.° IEIB4E3308-281B-4253-9IFD5-9B196D1B511EC9 GRAN ICUS 408 Saint Peter Street, Suite Ce Saint Paul, MN 55102 United States EXHIBIT A THIS IS NOT AN INVOICE Order Form Prepared for Tukwila WA Police Department Granicus Proposal for Tukwila WA Police Department ORDER DET Prepared By: Phone: Email: Order #: Prepared On: Expires On: RDF '41 T R 110 11 Currency: Payment Terms: s IS Current Subscription End Date: Initial Order Term End Date: Order #: 0-207617 Prepared: 07/07/2D22 Olive Holzinger olivia .nofzinger ©granicus.com 0-207617 07/07/2022 07/31/2022 USD Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) /22 07/31/2025 Pagel of 6 DocuSign Envelope ID°1E1B4E3308-281B-4253-91FD5-9B196D1B511EC9 -00000000.0 GRANICUS 1010000-00.0.0000V SU hyu ARY Order Form Tukwila WA Police Department The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal. 0111111111111111111111110111111111111111011111111111111111111 1111111111111111100000000000000000000000000000001010,0,0,0,00„igVVIIIII.,1.,1j1j1j1j1j1j1j1j1j1j1j1.,1).1 '1111111111f''''''"°i10011!111101111'' 0:11 111,01010011111:101011110,011111011111100110111' I1010111111111" 0111111110101E1101111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111101111011010111111111111111111111111111111111111101110101100110111011011111111111010110110111111110111111011111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111II1111111111111111111111111111111111111 olulloluovi uoivivo FOIA Module Non Enterprise Inter -Agency Communications Module Subpoena Duces Tecum Module WA State JLARC Reporting Billing Fre uerlo: Annual Annual Annual Annual Quantity/Unit 1 Each 1 Each 1 Each 1 Each SUBTOTAL: Annual Fee $5,874.30 $1,567.55 $1,567.55 $1,877.85 $10,887.25 Order #: 0-207617 Prepared: 07/07/2D22 Page 2 of 6 IDocuSign Envelope ID.° IEIB4E3308-281B-4253-9IFD5-9B196D1B511EC9 GRAN IC S U U NIL VILA PRICING FOIA Module Hon Enterprise Inter -Agency Communications Module Subpoena Duces Tecum Module WA State JLARC Reporting SU BTOTAL: Order Form Tukwila WA Police Department '11'1 BBBIBINV IBBVIBBBBIBI BB .111.1101:11:i )B1'11111111111111111111111111111111111111111111111111111111111111111111111111111160000.1.11..11BBBIBBIBBIBBIBBIBBIBBIBBIBBIBBIBBIBBBBBB.JOBBOBBOBBOB BBVIBB 111111111VBIBBBBBIBIBBVIBBBBBVill iillililliBliB11111111111111111111111111BIBBIBBBBBBBBBBBBBBBBBBBBBBBli IBBBBBBBBBBBV 08/01/2023 - 07/31/2024 $6,28.5.50 08/01/2024 - 07/31/2025 $6,725.49 1 477.28 1 477.28 2,009.30 11449.36 1,794.69 1,79449 2,149.95 1Z464.82 Order #: 0-207617 Prepared: 07/07/2222 Page3 of 6 IDocuSign Envelope ID.° IEIB4E3308-281B-4253-9IFD5-9B196D1B511EC9 GRANICUS lp MONS Order Form Tukwila WA Police Department Souton FOIA Module Non Enterprise Inter -Agency Communications Module Subpoena Duces Tecum Module WA State JLARC Reporting Descrirstiorl FOIA Module Non Enterprise Inter -Agency Communications Module Subpoena Duces Tectum Terum Module WA State JLARC Reporting Order #: 0-207617 Prepared: 07/07/2022 Page4 of 6 IDocuSign Envelope ID.° IEIB4E3308-281B-4253-9IFD5-9B196D1B511EC9 TF CO 4"DT 0 Ip°„11 n111 s GRAN ICUS Master Subscription Agreement This Master Subscription Agreement ("Agreement) is made by and between the party procuring Granicus Products and Services ("Client") and Granicus, LLC, a Minnesota Limited Lia bility Compa ny d/b/a Granicus ("Granicus"). Client and Granicus may each be referred to herein as "Party" or collectively as"Pa rties". By accessing the Granicus Products and Services, Client accepts this Agreement. 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 "SaaS1, Gra nicus 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. Denver, CO (2L0 3 I 4 0 I 47 (IEFIM2706776.DOCX1/13175.00 01/ } 3t. IPaul, MN 800.31' 4.01 47 Washington:, DC 'United IKingdom 800..31!4..01; 47 ,,44.0845.467.1972 IDocuSign Envelope ID.° IEIB4E3308-281B-4253-9IFD5-9B196D1B511EC9 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. 23. 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. ;1/13175.000001/ ) 12/31/2019 IDocuSign Envelope ID.° IEIB4E3308-281B-4253-9IFD5-9B196D1B511EC9 33. 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; ;1/13175.000001/ ) 12/31/2019 DocuSign Envelope ID° IEIB4E3308-281B-4253-9IFD5-9B196D1B511EC9 4 3.3.2. Use any process, program, or tool for gaining unauthorized access to the systems, networks, or accounts of other parties, including but not limited to, other Granicus Clients; 3.3.3. Client must not use the Granicus Products and Services in a manner in which system or network resources are unreasonably denied to other Granicus clients; 3.3.4. Client must not use the Services as a door or signpost to another server. 3.3.5. Access or use any portion of Granicus Products and Services, except as expresslya I lowed 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 leasethe 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 gra nted 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 undisputed 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 sixty (60) 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. ;1/13175.000001/ ) 12/31/2019 DocuSign Envelope ID° IEIB4E3308-281B-4253-9IFD5-9B196D1B511EC9 5 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. 53. 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, (fl) 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. 61. Exceptions. Confidential Information shall not include information which: (i) is or becomes public knowledge through no fault of the Receiving Party; (H) was in the Receiving Party's possession before receipt from the Disclosing Party; (Hi) 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. ;1/13175.000001/ ) 12/31/2019 DocuSign Envelope ID.° IEIB4E3308-281B-4253-9IFD5-9B196D1B511EC9 6 63. Public Records Requests. 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 42.56.540. 6.4. 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. 6.5. 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 (tE,Avl Vi1lEICS;1/13175.000001/ ) 12/31/2019 DocuSign Envelope IID° IEIB4dE3308-2811B-4253-91FD5-91B196DIB511EC9 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 undisputed 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. 7 Limitation of Liability 8.1. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL. EITHER PARTY 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 THE 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, OR A CLAIM FOR INFRINGEMENT 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 TWELVE (12) MONTHS IMMEDIATELY PRECEDING 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 SIX (6) YEARS AFTER THE CAUSE OF ACTION HAS ARISEN. THE ABOVE LIMITATIONS WILL. NOT LIMIT CLIENT'S PAYMENT OBLIGATIONS UNDER SECTION 4 ABOVE. 8.3. NOTWITHSTANDING SECTION 8.2 ABOVE, GRANICUS' TOTAL LIABILITY, (WHETHER IN CONTRACT OR TORT OR OTHERWISE) FOR DAMAGES RELATED TO CLAIMS BROUGHT AGAINST CLIENT DUE TO GRANICUS' BREACH OF CLIENT'S DATA, INCLUDING BUT NOT LIMITED TO DAMAGES, PENALTIES, OR OTHER LIABILITY ARISING FROM GOVERNMENT ENFORCEMENT ACTIONS OR BREACH NOTIFICATION REQUIREMENTS SHALL NOT EXCEED $750,000.00. 8.4. Survivability. The provisions of this section shall survive the expiration or termination of this Agreement. 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 Vi1 XZS;1/131.75.000001/ ) 12/31/2.019 IDocuStgn Envelope ID.° lEINE3308-281B-4253-91FD5-9B196DB511EC9 8 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 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) a ny 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 provided that the Indemnified Party's failure to so notify and request indemnification shall not relieve the Indemnitor of any liability that they might have, except to the extent that such failure prejudices the Indemnitor's ability to defend such claim or suit; (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 a nd void. 10.6.1No 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. 10.7.1Notice. Other than routine administrative communications, which may be exchanged by the {1E4114231367,IN1ICICS;1/13175.000001/ ) 12/31/2019 DocuSign Envelope ID. lEIm4E3308e81B-4253-91FD5-9B196DB51Eoo 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 nationaily 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. 10.8.1Force 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 Washington, 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 King County, Washington. 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. 10i11. 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. 10.12. Un^wnct8veRmUKmt Granicus is entitled to obtain injunctive relief if Client's use of Granicus Products and Services is in violation of any restrictions set forth |mthis Agreement. 9 ;1/13175.000001/ ) 12/ 2019 DocuSign Envelope ID.° IEIB4E3308-281B-4253-9IFD5-9B196D1B511EC9 GRANICUS BILLI G Fun FO Billing Contact: A Order Form Tukwila WA Police Department Purchase Order [ ] - rrda , Required? [ ] - Yes 1 Billing Address: PO Number: if PO required Billing Email: I Billing Phone: If submitting a Purchase Order, please include the following language: The pricing, terms, and conditions of quote 0-207617 dated 07/07/2022 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order. AGRFF F T AND ACCF T By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and terms. Tukwila WA Police Department Signature: Name: Title: Date: Grclnicus Signature: Name: -DocuSigned by: firic biLIA41, Dr:SE9B (U024 (E486 Eric Lund Deputy Chief of Police, Tukwila Police Department 11/21/2022 DocuSigned by: ea,qtiO 249C1N.604C,A Jessica Yang Title: Senior Manager of Global Renewals Date: 11/11/2022 Order #: 0-207617 Prepared: 07/07/2D22 Page 6 of 6