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HomeMy WebLinkAboutP-22-001 Amend 1..pdf coU� County of Fresno INTERNAL SERVICES DEPARTMENT ROBERT BASH, DIRECTOR—CIO O 1$5O Facility Services • Fleet Services • Graphics Information Technology • Purchasing �,R-fE' Security • Telecommunications AMENDMENT NUMBER ONE (1) Agreement Number: P-22-001 August 9, 2022 Granicus PO Box 677898 Dallas, TX 75267 Contract Number P-22-001 covering County website maintenance and web hosting services is amended as follows: Prior Attachment A Order# Q-151218 pages are deleted and replaced with the attached Attachment A Order#Q-222293. Electronic Signatures. The parties agree that this Agreement may be executed by electronic signature as provided in this section. A. An "electronic signature" means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1) a digital signature; (2)a faxed version of an original handwritten signature; or(3) an electronically scanned and transmitted (for example by PDF document) of a handwritten signature. B. Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each other party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. Please acknowledge your acceptance by returning all pages of this letter to my office via email or USPS. If you have any questions, please contact Chanvathei Lonh, Purchasing Analyst, at(559) 600-7110 or email clonh fresnocountyca.gov. 333 W.Pontiac Way,Clovis,CA 93612/(559)600-7110 *The County of Fresno is an Equal Employment Opportunity Employer CONTRACT NO. P-22-001 Page 2 Granicus August 9, 2022 FOR THE COUNTY OF FRESNO Digitally signed by Gary Gary Cornuelle Cornuelle Date:2022.08.15 10:15:58 -07'00' Gary E. Cornuelle Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 GEC:CL G:\PUBLIC\CONTRACTS&EXTRACTS\2022 CONTRACTS\P-22-001 GRANICUS\CONTRACTS& AMENDMENTS\P-22-001 AMEND 1.D0CX DocuSign Envelope ID:A2D5470D-D5DC-4201-941D-329368888A2B CONTRACT NO. P-22-001 Page 3 Granicus August 9, 2022 CONTRACTOR TO COMPLETE: Company: Granicus, LLC Type of Entity: ❑ Individual ❑ Limited Liability Company ❑ Sole Proprietorship ❑ Limited Liability Partnership ❑ Corporation ❑ General Partnership DocuSignetl by: Signature E ""''�`'"5yzu"'"'8E33ZSS5D3 Brendan Stierman Contracts Manager 8/12/2022 Print Name and Title Date D .Sign.d by: Signature �j�,vu�.�,{h, elc i 66CBB3EtAA61J59. Bernadette Foley Manager, Renewals 8/10/2022 Print Name and Title Date 408 Saint Peter St, Ste 600, Saint Paul MN 55102 Address City State Zip 800-314-0147 651-665-0943 contracts@granicus.com TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS ACCOUNTING USE ONLY ORG No.: 8905 Account No.: 7309 Requisition No.: 8905230084 (2/2021) G:\PUBLIC\CONTRACTS&EXTRACTS\2022 CONTRACTS\P-22-001 GRANICUS\CONTRACTS& AMENDMENTS\P-22-001 AMEND 1.D0CX DocuSign Envelope ID:A2D5470D-D5DC-4201-941D-329368888A2B G GRAN ICUS 408 Saint Peter Street, Suite 600 Amendment Saint Paul, MN 55102 Prepared for United States Fresno County CA First Amendment to the Granicus Service Agreement between Granicus, LLC and Fresno County CA This First Amendment to the Granicus, LLC Service Agreement is effective on the date this document is signed and entered into by and between Granicus, LLC, a Minnesota Limited Liability Company d/b/a Granicus (hereinafter referred to as"Granicus"), and Fresno County CA (hereinafter referred to as"Client"),with reference to the following: WHEREAS, the Client and Granicus entered into an Agreement effective 02/07/2022 (the"Agreement"); and WHEREAS, in addition to Client's existing solution, Client wishes to add certain products and services as detailed in Q- 222293, which is attached as Exhibit A and incorporated herein by reference; and NOW, THEREFORE, in consideration of the premises, the parties intend that the Agreement be amended as follows: 1. Compensation shall be amended to include the fees detailed in Exhibit A. Exhibit A is exclusive of applicable state, local, and federal taxes,which, if any,will be included in the invoice. It is the responsibility of the Client to provide applicable exemption certificate(s). 2. Except as amended by this First Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. 3. In the event of any inconsistency between the provisions of this First Amendment and the documents comprising the Agreement, the provisions of this First Amendment shall prevail. IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed by their duly authorized representatives. 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. Fresno County CA Granicus DocuSigned by: Signature: Digitally signed by GaryCornuelle Signature: v Gary C O rr1 $ M cq. BEJdP585B311 dBf... Name: Gary E. Cornuelle Name: Brendan Stierman Title: Purchasing Manager Title: contracts Manager Date: 8/15/2022 Date: 8/12/2022 Order #: Q-222293 Prepared: 08/03/2022 Page 1 of 6 DocuSign Envelope ID:A2D5470D-D5DC-4201-941D-329368888A2B G GRAN ICUS 408 Saint Peter Street, Suite 600 THIS IS NOT AN INVOICE Exhibit A Saint Paul, MN 55102 Prepared for United States Fresno County CA Exhibit A ORDER DETAILS Prepared By: Nate Noble Phone: Email: nate.noble@granicus.com Order#: Q-222293 Prepared On: 08/03/2022 Expires On: 09/10/2022 ORDER TERMS Currency: USD Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Current Billing Term End Date: 02/06/2023 Order #: Q-222293 Prepared: 08/03/2022 Page 2 of 6 DocuSign Envelope ID:A21D5470D-D51DC-4201-941 D-329368888A2B G GRAN ICU S Exhibit A Fresno County CA PRICING SUMMARY The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal. erminating Subscriptions Solution Quantity/Unit Prior Annual Fee govAccess Plus Edition 0 Each $19,496.73 SUBTOTAL: $19,496.73 Upon the signing of this Agreement, annual fees for the terminating subscriptions) shall cease. Any pre-paid fees for the terminating subscription(s) after the signing of this Agreement will be prorated from the signing of this Agreement to the end of the Client's then-current billing term, credited, and such credit applied to the annual fees for new subscriptions. Client will continue to have access to and use the terminating solution until the new subscription(s) is/are deployed. Upon the deployment of Client's new solution as determined at Granicus'sole discretion, Granicus shall remove access to the Client's terminating subscription(s). 7 criptions Solution Billing Quantity/Unit Annual Fee s e Frequency govAccess for Intranet (Self-hosted) Annual 1 Each $9,967.17 One-Time FeesWr Solution Billing Quantity/Unit One-Time Fee Frequency OpenCities SaaS License -Setup and Milestones- 1 Each $15,000.00 configuration package 40/20/20/20 OpenCities CMS Design Milestones- 1 Each $90,000.00 40/20/20/20 Training - OpenCities Upon Delivery 1 Each $5,000.00 OpenCities Content Migration Milestones- 40/20/20/20 1 Each $0.00 SUBTOTAL: $110,000.00 Order#: Q-222293 Prepared: 08/03/2022 Page 3 of 6 DocuSign Envelope ID:A2D5470D-D5DC-4201-941D-329368888A2B G GRANICUS Exhibit A Fresno County CA New Subscription Fees Solution Billing Quantity/Unit Annual Fee Frequency OpenCities SaaS License Annual 1 Each $75,000.01 SUBTOTAL: $75,000.01 Please note, annual fees for new subscriptions will be prorated to align to Client's then-current billing term. Exceptions include Recurring Captioning Services, SMS, and Targeted Messages. Order #: Q-222293 Prepared: 08/03/2022 Page 4 of 6 DocuSign Envelope ID:A2D5470D-D5DC-4201-941D-329368888A2B G GRANICUS Fresno County CA PRODUCT DESCRIPTIONS Solution Description govAccess for Intranet (Self- govAccess Maintenance and Licensing includes the following for Intranet hosted) website(s) covered by the subscription: • Monthly software updates • Unlimited technical support (6:00 AM - 6:00 PM PT, Monday- Friday) • Access to training webinars and on-demand video library • Access to best practice webinars and resources • Annual health check with research-based recommendations for website optimization • The Intranet must be hosted on the client's server according to Granicus' specifications. OpenCities SaaS License The OpenCities platform allows you to launch modern, easy to use websites that evolve to put the needs of your community at the center. The SaaS License includes: • All OpenCities out of the box functionality (excluding optional/premium modules priced separately) • Platform setup and full project management • Managed cloud hosting via Microsoft AzureGov • Ongoing security updates • Ongoing product updates and enhancements • WCAG AA Accessibility maintained perpetually • 99.9% up-time guarantee and 24/7 support for Priority 1 issues (per SLA) • Comprehensive SLA and Support Ticketing system See subscription agreement for details. OpenCities SaaS License - Installation and setup of OpenCities SaaS, including an assigned Project Setup and configuration Manager during the implementation phase. package OpenCities CMS Design This is a design package tailored for unique city requirements. Requires scoping by implementation. Order #: Q-222293 Prepared: 08/03/2022 Page 5 of 6 DocuSign Envelope ID:A2D5470D-D5DC-4201-941D-329368888A2B G GRANICUS Fresno County CA Solution Description Training - OpenCities OpenCities training session for up to 20 people, covering one of these topics: 1. Site Admin training 2. Content Publisher Training 3. Power Publisher training OpenCities Content Migration Content Migration Delivery: Once we have agreed upon a strategy and a timeline, our team of migrators will work to deliver your project by the designated deadline. At the end, you will receive: • Access to the system with all agreed pages moved over • A recap document that details anything your team should know about what we migrated as well as recommendations Client Responsibilities: • Completion of an AIM Spreadsheet (provided by OpenCities) listing all pages in hierarchical order classified as either Archive, Improve or Migrate (or purchase the Content Rationalization package add on) • Identify individual or team with the ability to clarify questions and promptly make decisions about migration questions • Provide a desired folder structure for files (if contracted) What's IN scope? • 150 pages of content migrated and audited/corrected to align with ADA standards OR 300 pages of content migrated as it exists today and is managed within your current CMS • Documents/images (if contracted) What's NOT in scope? • Anything within an iFrame or embedded HTML content • Dynamic content pulled from other systems • Content not managed within CMS • JavaScript, CSS, or other custom code • Interactive web forms and/or single page applications • Written content within image/diagram • Content contained inside a PDF file • Documents and images on pages marked "Archive" Order #: Q-222293 Prepared: 08/03/2022 Page 6 of 6 PROCUREMENT AGREEMENT NUMBER:P-22-001 Granicus MSA ATTACHMENT A 1 of 9 G GRAN ICUS Master Subscription Agreement This Master Subscription Agreement("Agreement") is made by and between the County of Fresno, a political subdivision of the State of California ("Client")and Granicus, LLC,a Minnesota Limited Liability Company d/b/a Granicus("Granicus"). Client and Granicus may each be referred to herein as "Party" or collectively as"Parties". By accessing the Granicus Products and Services, Client accepts this Agreement. 1. Definitions. In addition to terms defined elsewhere in this Agreement,the following terms shall have the meaning specified: "Agreement Term" means the total time covered by the Initial Term and all Extension Terms for each Order or SOW under this Agreement, further specified in Section 7.1. "Extension Term" means any term that increases the length of the Initial Term of this Agreement or an Order Term of an Order or SOW. "Granicus Products and Services" means the products and services made available to Client pursuant to this Agreement,which may include Granicus products and services accessible for use by Client on a subscription basis("Software-as-a-Service"or"SaaS"),Granicus professional services,content from any professional services or other required equipment components or other required hardware, as specified in each Order or SOW. "Initial Term" shall have the meaning specified in Exhibit A or Order or SOW between Granicus and Client for the first duration of performance that Client has access to Granicus Products and Services. "Order" means a written order, proposal,or purchase document in which Granicus agrees to provide and Client agrees to purchase specific Granicus Products and Services. "Order Term" means the then-current duration of performance identified on each Order or SOW,for which Granicus has committed to provide, and Client has committed to pay for, Granicus Products and Services. "Statement of Work"or"SOW"means a written order,proposal,or purchase document that is signed by both Parties and describes the Granicus Products and Services to be provided and/or performed by Granicus. Each Order or SOW shall describe the Parties' performance obligations and any assumptions or contingencies associated with the implementations of the Granicus Products and Services, as specified in each Order or SOW placed hereunder. "Support" means the ongoing support and maintenance services performed by Granicus related to the Granicus Products and Services as specified in each Order or SOW placed between the Parties. 2. Ordering and Scope 2.1. Ordering Granicus Products and Services. The Parties may execute one or more Order or SOW related to the sale and purchase of Granicus Products and Services. Each Order or SOW will generally include an itemized list of the Granicus Products and Services as well as the Order Term for such Granicus Products and Services. Each Order or SOW must,generally, be signed by the Parties;although,when a validly-issued purchase order by Client accompanies the Order or SOW, then the Order or SOW need not be executed by the Parties. Each Order or SOW shall be governed by this Agreement regardless of any pre-printed legal terms on each Order or SOW, and by this reference is incorporated herein. PROCUREMENT AGREEMENT NUMBER:P-22-001 Granicus MSA ATTACHMENT A 2 of 9 2.2. Support. Basic support related to standard Granicus Products and Services is included within the fees paid during the Order Term. Granicus may update its Support obligations under this Agreement, so long as the functionality purchased by Client is not materially diminished. 2.3. Future Functionality.Client acknowledges that any purchase hereunder is not contingent on the delivery of any future functionality or features. 2.4. Cooperative Purchasing.To the extent permitted by law and approved by Client,the terms of this Agreement and set forth in one or more Order or SOW may be extended for use by other municipalities, school districts and governmental agencies upon execution of an addendum or other duly signed writing setting forth all of the terms and conditions for such use.The applicable fees for additional municipalities, school districts or governmental agencies will be provided by Granicus to Client and the applicable additional party upon written request. 3. Use of Granicus Products and Services and Proprietary Rights 3.1. Granicus Products and Services. The Granicus Products and Services are purchased by Client as subscriptions during an Order Term specified in each Order or SOW.Additional Granicus Products and Services may be added during an Order Term as described in Section 2.1. 3.2. Permitted Use. Subject to the terms and conditions of this Agreement, Granicus hereby grants during each Order Term, and Client hereby accepts, solely for its internal use, a worldwide, revocable, non-exclusive, non-transferrable right to use the Granicus Products and Services to the extent allowed in the relevant Order or SOW (collectively the "Permitted Use"). 3.2.1. Data Sources. Data uploaded into Granicus Products and Services must be brought in from Client sources(interactions with end users and opt-in contact lists). Client cannot upload purchased contact information into Granicus Products and Services without Granicus' written permission and professional services support for list cleansing. Granicus certifies that it will not sell, retain, use, or disclose any personal information provided by Client for any purpose other than the specific purpose of performing the Services outlined within this Agreement. 3.2.2. Passwords. Passwords are not transferable to any third party. Client is responsible for keeping all passwords secure and all use of the Granicus Products and Services accessed through Client's passwords. 3.2.3. Content. Client can only use Granicus Products and Services to share content that is created by and owned by Client and/or content for related organizations provided that it is in support of other organizations but not as a primary communication vehicle for other organizations that do not have a Granicus subscription.Any content deemed inappropriate for a public audience or in support of programs ortopics 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. PROCUREMENT AGREEMENT NUMBER:P-22-001 Granicus MSA ATTACHMENT A 3 of 9 3.2.5. Granicus Subscriber Information for Communications Cloud Suite only 3.2.5.1. Data Provided by Client. Data provided by Client and contact information gathered through Client's own web properties or activities will remain the property of Client("Direct Subscriber"), including any and all personally identifiable information (PII). Granicus will not release the data without the express written permission of Client, unless required by law. 3.2.5.2. Granicus shall not disclose the client's data except to any third parties as necessary to operate the Granicus Products and Services (provided that the client hereby grants to Granicus a perpetual, noncancelable, worldwide, non- exclusive license to utilize any data, on an anonymous or aggregate basis only, that arises from the use of the Granicus Products and Services by the client, whether disclosed on, subsequent to,or prior to the Effective Date,to improve the functionality of the Granicus Products and Services and any other legitimate business purpose, subject to all legal restrictions regarding the use and disclosure of such information). 3.2.5.3. Data Obtained through the Granicus Advanced Network 3.2.5.3.1. Granicus offers a SaaS product, known as the Communications Cloud, that offers Direct Subscribers recommendations to subscribe to other Granicus Client's digital communication (the "Advanced Network"). When a Direct Subscriber signs up through one of the recommendations of the Advanced Network,that subscriber is a "Network Subscriber"to the agency it subscribed to through the Advanced Network. 3.2.5.3.2. Access to the Advanced Network is a benefit of the GovDelivery Communications Cloud subscription with Granicus. Network Subscribers are available for use only on the GovDelivery Communications Cloud while Client is under an active GovDelivery Communications Cloud subscription. Network Subscribers will not transfer to Client upon termination of any Granicus Order, SOW or Exhibit. Client shall not use or transfer any of the Network Subscribers after termination of its Order, SOW or Exhibit placed under this Agreement. All information related to Network Subscribers must be destroyed by Client within 15 calendar days of the Order, SOW or Exhibit placed under this Agreement terminating. 3.2.5.3.3. Opt-In. During the last 10 calendar days of Client's Order Term for the terminating Order, SOW or Exhibit placed under this Agreement, Client may send an opt-in email to Network Subscribers that shall include an explanation of Client's relationship with Granicus terminating and that the Network Subscribers may visit Client's website to subscribe to further updates from Client in the future. Any Network Subscriber that does not opt-in will not be transferred with the subscriber list provided to Client upon termination. 3.3. Restrictions. Client shall not: 3.3.1. Misuse any Granicus resources or cause any disruption, including but not limited to,the display of pornography or linking to pornographic material,advertisements,solicitations, or mass mailings to individuals who have not agreed to be contacted; PROCUREMENT AGREEMENT NUMBER:P-22-001 Granicus MSA ATTACHMENT A 4 of 9 3.3.2. Use any process, program, or tool for gaining unauthorized access to the systems, networks, or accounts of other parties, including but not limited to, other Granicus Clients; 3.3.3. Client must not use the Granicus Products and Services in a manner in which system or network resources are unreasonably denied to other Granicus clients; 3.3.4. Client must not use the Services as a door or signpost to another server. 3.3.5. Access or use any portion of Granicus Products and Services, except as expressly allowed by this Agreement or each Order or SOW placed hereunder; 3.3.6. Disassemble, decompile,or otherwise reverse engineer all or any portion of the Granicus Products and Services; 3.3.7. Use the Granicus Products and Services for any unlawful purposes; 3.3.8. Export or allow access to the Granicus Products and Services in violation of U.S. laws or regulations; 3.3.9. Except as expressly permitted in this Agreement, subcontract, disclose, rent, or lease the Granicus Products and Services, or any portion thereof,for third party use; or 3.3.10.Modify, adapt, or use the Granicus Products and Services to develop any software application intended for resale which uses the Granicus Products and Services in whole or in part. 3.4. Client Feedback. Client assigns to Granicus any suggestion, enhancement, request, recommendation, correction or other feedback provided by Client relating to the use of the Granicus Products and Services. Granicus may use such submissions as it deems appropriate in its sole discretion. 3.5. Reservation of Rights.Subject to the limited rights expressly granted hereunder,Granicus and/or its licensors reserve all right, title and interest in the Granicus Products and Services, the documentation and resulting product including all related intellectual property rights. Further, no implied licenses are granted to Client.The Granicus name,the Granicus logo,and the product names associated with the services are trademarks of Granicus or its suppliers, and no right or license is granted to use them. 4. Payment 4.1. Fees. Client agrees to pay all fees, costs and other amounts as specified in each Order or SOW. Annual fees are due upfront according to the billing frequency specified in each Order or SOW. Granicus reserves the right to suspend any Granicus Products and Services should there be a lapse in payment.A lapse in the term of each Order or SOW will require the payment of a setup fee to reinstate the subscription.All fees are exclusive of applicable state, local, and federal taxes, which, if any,will be included in the invoice. It is Client's responsibility to provide applicable exemption certificate(s). 4.2. Disputed Invoiced Amounts. Client shall provide Granicus with detailed written notice of any amount(s) Client reasonably disputes within thirty(30) days of the date of invoice for said amount(s)at issue.Granicus will not exercise its rights under4.1 above if Client has,in good faith, disputed an invoice and is diligently trying to resolve the dispute. Client's failure to provide Granicus with notice of any disputed invoiced amount(s) shall be deemed to be Client's acceptance of the content of such invoice. 4.3. Price Increases. Any price increases not negotiated in advance shall be provided by Granicus to Client at least thirty (30) days prior to the end of the Order Term. Upon each yearly anniversary during the term of this Agreement (including the Initial Term, all Extended Terms, and all Order Terms),the Granicus Product and Services fees shall increase from the previous term's fees by up to ten (10) percent per year. PROCUREMENT AGREEMENT NUMBER:P-22-001 Granicus MSA ATTACHMENT A 5 of 9 5. Representations,Warranties and Disclaimers 5.1. Representations. Each Party represents that it has validly entered into this Agreement and has the legal power to do so. 5.2. Warranties. Granicus warrants that it takes all precautions that are standard in the industry to increase the likelihood of a successful performance for the Granicus Products and Services; however,the Granicus Products and Services are provided "AS IS" and as available. 5.3. Disclaimers. EXCEPT AS PROVIDED IN SECTION 5.2 ABOVE, EACH PARTY HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ORAL AND WRITTEN, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,THE IMPLIED WARRANTIES OF MERCHANTABILITY,TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. GRANICUS DOES NOT WARRANTTHAT GRANICUS PRODUCTS AND SERVICES WILL MEET CLIENT'S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. 6. Confidential Information 6.1. Confidential Information. It is expected that one Party(Disclosing Party) may disclose to the other Party(Receiving Party) certain information which may be considered confidential and/or trade secret information ("Confidential Information"). Confidential Information shall include: (i) Granicus' Products and Services, (ii) non-public information if it is clearly and conspicuously marked as "confidential" or with a similar designation at the time of disclosure; (iii) non-public information of the Disclosing Party if it is identified as confidential and/or proprietary before, during,or promptly after presentation or communication and(iv)any information that should be reasonably understood to be confidential or proprietary to the Receiving Party, given the nature of the information and the context in which disclosed. Subject to applicable law, each Receiving Party agrees to receive and hold any Confidential Information in strict confidence. Without limiting the scope of the foregoing, each Receiving Party also agrees: (a)to protect and safeguard the Confidential Information against unauthorized use, publication or disclosure; (b) not to reveal, report, publish, disclose,transfer, copy or otherwise use any Confidential Information except as specifically authorized by the Disclosing Party; (c) not to use any Confidential Information for any purpose other than as stated above; (d) to restrict access to Confidential Information to those of its advisors, officers, directors, employees, agents, consultants, contractors and lobbyists who have a need to know,who have been advised of the confidential nature thereof, and who are under express written obligations of confidentiality or under obligations of confidentiality imposed by law or rule; and (e)to exercise at least the same standard of care and security to protect the confidentiality of the Confidential Information received by it as it protects its own confidential information. If a Receiving Party is requested or required by state law, or in a judicial, administrative, or governmental proceeding to disclose any Confidential Information, it will notify the Disclosing Party as promptlyas practicable so that the Disclosing Party may seek an appropriate protective order or waiver for that instance. Granicus acknowledges that Client is a governmental agency that is subject to the California Public Records Act, Government Code section 6254 et. seq., as well as the Ralph M. Brown Act, Government Code section 54950 et. seq., and that this Section 6.1 shall in no way limits Client's ability or responsibility to comply with those laws. 6.2. Exceptions.Confidential Information shall not include information which: (i)is or becomes public knowledge through no fault of the Receiving Party; (ii)was in the Receiving Party's possession before receipt from the Disclosing Party; (iii) is rightfully received by the Receiving party from a third party without any duty of confidentiality; (iv) is disclosed by the Disclosing Party without any duty of confidentiality on the third party; (v) is independently developed by the Receiving Party without use or reference to the Disclosing Party's Confidential Information; or(vi) is disclosed with the prior written approval of the Disclosing Party. PROCUREMENT AGREEMENT NUMBER:P-22-001 Granicus MSA ATTACHMENT A 6 of 9 6.3. Storage and Sending. In the event that Granicus Products and Services will be used to store and/or send Confidential Information, Granicus must be notified in writing, in advance of the storage or sending. Should Client provide such notice, Client must ensure that Confidential Information or sensitive information is stored behind a secure interface and that Granicus Products and Services be used only to notify people of updates to the information that can be accessed after authentication against a secure interface managed by Client. 6.4. Return of Confidential Information. Each Receiving Party shall return or destroy the Confidential Information immediately upon written request by the Disclosing Party; provided, however,that each Receiving Party may retain one copy of the Confidential Information in order to comply with applicable laws and the terms of this Agreement. Customer understands and agrees that it may not always be possible to completely remove or delete all personal data from Granicus' databases without some residual data because of backups and for other reasons. 7. Term and Termination 7.1. Agreement Term.The Agreement Term shall begin on the date of the initial Order or SOW and continue through the latest date of the Order Term of each Order or SOW under this Agreement, unless otherwise terminated as provided in this Section 7. Each Order or SOW will specify an Order Term for the Granicus Products and Services provided under the respective Order or SOW. Client's right to access or use the Granicus Products and Services will cease at the end of the Order Term identified within each Order or SOW, unless either extended or earlier terminated as provided in this Section 7. Unless a Party has given written notice to the other Party at least ninety(90) days prior to the end of the then-current Order Term,the Granicus Products and Services will automatically renew at the end of each term for an Extension Term of one (1)year. 7.2. Effect of Termination. If the Parties agree to terminate this Agreement and an Order or SOW is still in effect at the time of termination, then the terms and conditions contained in this Agreement shall continue to govern the outstanding Order or SOW until termination or expiration thereof. If the Agreement is terminated for breach,then unless otherwise agreed to in writing, all outstanding Orders or SOWS shall immediately terminate as of the Agreement termination date. Unless otherwise stated in this Agreement, in no event shall Client be entitled to a refund of any prepaid fees upon termination. 7.3. Termination for Cause.The non-breaching Party may terminate this Agreement upon written notice if the other Party is in material breach of this Agreement and fails to cure such breach within thirty(30) days after the non-breaching Party provides written notice of the breach.A Party may also terminate this Agreement immediately upon notice if the other Party: (a) is liquidated, dissolved, or adjudged to be in a state of bankruptcy or receivership; (b) is insolvent, unable to pay its debts as they become due, makes an assignment for the benefit of creditors or takes advantage of any law for the benefit of debtors; or(c) ceases to conduct business for any reason on an ongoing basis leaving no successor in interest. Granicus may, without liability, immediately suspend or terminate any or all Order or SOW issued hereunder if any Fees owed under this Agreement are past due pursuant to Section 4.1. 7.4. The terms of this Agreement and the services to be provided thereunder, are contingent on the approval of funds by the appropriating government agency. Should sufficient funds not be allocated,the services provided may be modified, or this Agreement terminated, at any time by giving Granicus thirty(30) days advance written notice. 7.5. Rights and Obligations After Termination. In the event of expiration or termination of this Agreement, Client shall immediately pay to Granicus all Fees due to Granicus through the date of expiration or termination. 7.6. 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. PROCUREMENT AGREEMENT NUMBER:P-22-001 Granicus MSA ATTACHMENT A 7 of 9 8. Limitation of Liability 8.1. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL GRANICUS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. 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 ARISINGOUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, OR RELATEDTECHNICAL SUPPORT; OR (E) FOR ANY MATTER BEYOND GRANICUS' REASONABLE CONTROL. 8.2. LIMITATION OF LIABILITY. WITH THE EXCLUSION OF THE INDEMNIFICATION RESPONSIBLITIES OUTLINED IN SECTION 9, HEREIN, 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.GRANICUS SHALL NOT BE RESPONSIBLE FOR ANYLOST PROFITS OR OTHER DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES, HOWEVER CAUSED. NEITHER PARTY MAY INSTITUTEAN ACTION IN ANY FORM ARISING OUT OF NOR IN CONNECTION WITH THIS AGREEMENT MORETHAN TWO (2)YEARS AFTER THE CAUSE OF ACTION HAS ARISEN.THE ABOVE LIMITATIONS WILLNOT LIMIT CLIENT'S PAYMENT OBLIGATIONS UNDER SECTION 4 ABOVE 9. Indemnification 9.1. Indemnification by Granicus. Granicus will defend Client from and against all losses, liabilities, damages and expenses arising from any claim or suit by a third party unaffiliated with either Party to this Agreement ("Claims") and shall pay all losses, damages, liabilities, settlements, judgments, awards, interest, civil penalties, and reasonable expenses(collectively, "Losses," and including reasonable attorneys' fees and court costs),to the extent arising out of any Claims by any third party that Granicus Products and Services infringe a valid U.S. copyright or U.S. patent issued as of the date of the applicable Order or SOW. In the event of such a Claim, if Granicus determines that an affected Order or SOW is likely,or if the solution is determined in a final, non- appealable judgment by a court of competent jurisdiction, to infringe a valid U.S. copyright or U.S. patent issued as of the date of the applicable Order or SOW, Granicus will, in its discretion: (a) replace the affected Granicus Products and Services; (b) modify the affected Granicus Products and Services to render it non-infringing; or (c) terminate this Agreement or the applicable Order or SOW with respect to the affected solution and refund to Client any prepaid fees for the then-remaining or unexpired portion of the Order or SOW term. Notwithstanding the foregoing, Granicus shall have no obligation to indemnify, defend, or hold Client harmless from any Claim to the extent it is based upon: (i) a modification to any solution by Client (or by anyone under Client's direction or control or using logins or passwords assigned to Client); (ii) a modification made by Granicus pursuant to Client's required instructions or specifications or in reliance on materials or information provided by Client; or (iii) Client's use (or use by anyone under Client's direction or control or using logins or passwords assigned to Client)of any Granicus Products and Services other than in accordance with this Agreement.This section 9.1 sets forth Client's sole and exclusive remedy, and Granicus' entire liability,for any Claim that the Granicus PROCUREMENT AGREEMENT NUMBER:P-22-001 Granicus MSA ATTACHMENT A 8 of 9 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 unlawful (or that of anyone authorized by Client or using logins or passwords assigned to Client) use or modification of any Granicus Products and Services; (b)any unlawful Client content;or(c)Client's violationof applicable law. 9.3. Defense. With regard to any Claim subject to indemnification pursuant to this Section 9: (a)the Party seeking indemnification shall promptly notify the indemnifying Party upon becoming aware of the Claim; (b)the indemnifying Party shall promptly assume sole defense and control of such Claim upon becoming aware thereof; and (c)the indemnified Party shall reasonably cooperate with the indemnifying Party regarding such Claim. Nevertheless,the indemnified Party may reasonably participate in such defense, at its expense, with counsel of its choice, but shall not settle any such Claim without the indemnifying Party's prior written consent. The indemnifying Party shall not settle or compromise any Claim in any manner that imposes any obligations upon the indemnified Party without the prior written consent of the indemnified Party. 10. General 10.1.Relationship of the Parties. Granicus and Client acknowledge that they operate independent of each other. Nothing in this Agreement shall be deemed or construed to create ajoint 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. 10.2.1-leadings.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 invalidor 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 orany of its rights or obligations hereunder, either voluntarily or by operation of law, without the prior written consent of the other Party(such consent not to be unreasonably withheld); provided, however,that either Party may assign this Agreement without the other Party's consent in the event of any successor or assign that has acquired all, or substantially all, of the assigning Party's business by means of merger, stock purchase,asset purchase, or otherwise. Any assignment or attempted assignment in violation of this Agreement shall be null and void. 10.6.NoThird-Party Beneficiaries.Subject to Section 10.5 this Agreement is binding upon,andinsures solely to the benefit of the Parties hereto and their respective permitted successors and assigns;there are no third-party beneficiaries to this Agreement. 10.7.Notice. Other than routine administrative communications, which may be exchanged bythe 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 PROCUREMENT AGREEMENT NUMBER:P-22-001 Granicus MSA ATTACHMENT A 9 of 9 nationally recognized express carrier; (c)the third business day after sending by U.S. Postal Service, First Class, postage prepaid, return receipt requested; or(d) sending by email,with confirmed receipt from the receiving party. Either Party may provide the other with notice of a change in mailing or email address in which case the mailing or email address, as applicable,for that Party will be deemed to have been amended. 10.8.Force Majeure.Any delay in the performance by either Party hereto of its obligations hereunder shall be excused when such delay in performance is due to any cause or event of any nature whatsoever beyond the reasonable control of such Party, including, without limitation, any act of God;any fire,flood,or extreme weather condition;any computer virus,worm,denial of serviceattack; 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 California,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 Fresno County, California. 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) Purchase Agreement; (3) Orders; (4) all other SOWS or other purchase documents; (5)Granicus response to Client's request for RFI, RFP, RFQ; and (6)Client'sRFI, 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 byClient. 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 correspondingpurchase order information (including a purchase order number)to Granicus upon the creationof such a purchase order. Client agrees that a failure to provide Granicus with the correspond ingpurchase order shall not relieve Client of its obligations to provide payment to Granicus pursuantto Section 4.1 above. 10.11. Reference. Notwithstanding any other terms to the contrary contained herein, Client grants Granicus the right to use Client's name and logo in Client lists and marketing materials. 10.12. Injunctive Relief. Granicus is entitled to obtain injunctive relief if Client's use of Granicus Products and Services is in violation of any restrictions set forth in this Agreement.