The URL can be used to link to this page

Master Subscription Agreement w/ Granicus, LLC R -S c 20 f 't -28501 CtT7rlopt 4GER_ A-f P 2 crrA_L. • 2a —32,5--11G • Master Subscription Agreement This Master Subscription Agreement("Agreement),as modified by the City of Miami Beach Addendum— General, is made and entered into as of the latter date of the signatures below(the"Effective Date")by and between The City of Miami Beach, FL ("Client") and Granicus, LLC, a Minnesota Limited Liability ••• Company d/b/a Granicus("Granicus").Client and Granicus may each be referred to herein as"Party"or collectively as"Parties". By accessing the Granicus Products and Services, Client accepts this Agreement. Due to the rapidly • changing nature of digital communications, this Agreement may be updated from time to time at Granicus'sole discretion.Notification to Client will be via email or posting to the Granicus website. 1. Definitions.In addition to terms defined elsewhere in this Agreement,the following terms shall have the meaning specified: "Agreement Term"means the total time covered by the Initial Term and all Extension Terms for each Order or SOW under this Agreement,further specified in Section 7.1. "Extension Term"means any term that increases the length of the Initial Term of this Agreement or an Order Term of an Order or SOW. "Granicus Products and Services"means the products and services made available to Client pursuant to this Agreement,which may include Granicus products and services accessible for use by Client on a subscription basis("Software-as-a-Service"or"SaaS"),Granicus professional services,content from any professional services or other required equipment components or other required hardware,as specified in each Order or SOW. "Initial Term"shall have the meaning specified in Exhibit A or Order or SOW between Granicus and Client for the first duration of performance that Client has access to Granicus Products and Services. "Order"means a written order,proposal,or purchase document in which Granicus agrees to provide and Client agrees to purchase specific Granicus Products and Services. "Order Term"means the then-current duration of performance identified on each Order or SOW,for which Granicus has committed to provide, and Client has committed to pay for, Granicus Products and Services, "Statement of Work"or"SOW"means a written order,proposal,or purchase document that is signed • by both Parties and describes the Granicus Products and Services to be provided and/or performed by Granicus. Each Order or SOW shall describe the Parties' performance obligations and any assumptions or contingencies associated with the implementations of the Granicus Products and Services,as specified in each Order or SOW placed hereunder. "Support" means the ongoing support and maintenance services performed by Granicus related to the Granicus Products and Services as specified in each Order or SOW placed between the Parties. 2. Ordering and Scope 2.1. Ordering Granicus Products and Services.The Parties may execute one or more Order or SOW related to the sale and purchase of Granicus Products and Services. Each Order or SOW will generally include an itemized list of the Granicus Products and Services as well as the Order Term for such Granicus Products and Services. Each Order or SOW must,generally, be signed by the Parties;although,when a validly-issued purchase order by Client accompanies the Order or SOW, then the Order or SOW need not be executed by the Parties. Each Order or SOW shall be governed by this Agreement regardless of any pre-printed legal terms oil each Order or SOW, and by this reference is incorporated herein. 12/31/2019 1 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. Datauploaded 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, 12/31/2019 2 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(P11).Granicus will not release the data without the express written permission of Client,unless required by law. 3.2.5.2. Granicus shall not disclose the client's data except to any third parties as necessary to operate the Granicus Products and Services(provided that the client hereby grants to Granicus a perpetual,noncancelable,worldwide,non- exclusive license to utilize any data,on an anonymous or aggregate basis only, that arises from the use of the Granicus Products and Services by the client, whether disclosed on,subsequent to,or prior to the Effective Date,to improve the functionality of the Granicus Products and Services and any other legitimate business purpose including the right to sublicense such data to third parties,subject to all legal restrictions regarding the use and disclosure of such information). 3.2.5.3. Data Obtained through the Granicus Advanced Network 3.2.5.3.1. Granicus offers a SaaS product,known as the Communications Cloud, that offers Direct Subscribers recommendations to subscribe to other Granicus Client's digital communication(the"Advanced Network").When a Direct Subscriber signs up through one of the recommendations of the Advanced Network,that subscriber is a"Network Subscriber"to the a encY,it subscribed g 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; 12/31/2019 3 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 under 4.1 above if Client has,in good faith, disputed an invoice and is diligently trying to resolve the dispute. Client's failure to provide Granicus with notice of any disputed invoiced amount(s) shall be deemed to be Client's acceptance of the content of such invoice. 4.3. Price Increases.Any price increases not negotiated in advance shall be provided by Granicus to Client at least thirty(30)days prior to the end of the Order Term.Upon each yearly anniversary during the term of this Agreement(including the Initial Term,all Extended Terms,and all Order Terms),the Granicus Product and Services fees shall increase from the previous term's fees by up to ten(10)percent per year. 12/31/2019 4 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 theindustry to increase the likelihood of a successful performance for the Granicus Products and Services; however,the Granicus Products and Services are provided"AS IS"and as available. 5.3. Disclaimers.EXCEPT AS PROVIDED IN SECTION 5.2 ABOVE,EACH PARTY HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ORAL AND WRITTEN, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. { GRANiCUS DOES NOT WARRANT THAT GRANICUS PRODUCTS AND SERVICES WILL MEET CLIENT'S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. 6. Confidential Information 6.1. Confidential Information. it is expected that one Party (Disclosing Party) may disclose to the other Party(Receiving Party) certain information which may be considered confidential and/or trade secret information("Confidential information").Confidential Information shall include:(i) Granicus' Products and Services, (ii) non-public information if it is clearly and conspicuously marked as"confidential" or with a similar designation at the time of disclosure;(iii) non-public information of the Disclosing Party if it is identified as confidential and/or proprietary before, during,or promptly after presentation or communication and(iv)any information that should be reasonably understood to be confidential or proprietary to the,Receiving Party,given the nature of the information and the context in which disclosed. Subject to applicable law, each Receiving Party agrees to receive and hold any Confidential Information in strict confidence. Without limiting the.scope of the foregoing, each Receiving Party also agrees: (a)to protect and safeguard the Confidential Information against unauthorized use, publication or disclosure; (b) not to reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential Information except as specifically authorized by the Disclosing Party;(c)not to use any Confidential Information for any purpose other than as stated above;(d) to restrict access to Confidential Information to those of its advisors, officers, directors, employees,agents,consultants,contractors and lobbyists who have a need to know,who have been advised of the confidential nature thereof,and who are under express written obligations of confidentiality or under obligations of confidentiality imposed by law or rule; and (e) to exercise at least the same standard of care and security to protect the confidentiality of the Confidential Information received by it as it protects its own confidential information. If a Receiving Party is requested or required in a judicial, administrative, or governmental proceeding to disclose any Confidential Information,it will notify the Disclosing Party as promptly as practicable so that the Disclosing Party may seek an appropriate protective order or waiver for that instance. 6.2. Exceptions.Confidential Information shall not include information which:(i)is or becomes public knowledge through no fault of the Receiving Party; (ii) was in the Receiving Party's possession before receipt from the Disclosing Party;(iii)is rightfully received by the Receiving party from a third party without any duty of confidentiality; (iv) is disclosed by the Disclosing Party without any duty of confidentiality on the third party; (v) is independently developed by the Receiving Party without use or reference to the Disclosing Party's Confidential information; or (vi) is disclosed with the prior written approval of the Disclosing Party. 12/31/2019 5 6.3. Storage and Sending. In the event that Granicus Products and Services will be used to store and/or send Confidential Information, Granicus must be notified in writing, in advance of the storage or sending. Should Client provide such notice, Client must ensure that Confidential Information or sensitive information is stored behind a secure interface and that Granicus Products and Services be used only to notify people.of updates to the information that can be accessed after authentication against a secure interface managed by Client. 6.4: Return of Confidential Information.Each Receiving Party shall return or destroy the Confidential Information immediately upon written request by the Disclosing Party;provided,however,that each Receiving Party may retain one copy of the Confidential information in order to comply with applicable laws and the terms of this Agreement.Customer understands and agrees that it may not always be possible to completely remove or delete all personal data from Granicus' databases without some residual data because of backups and for other reasons. • 7. Term and Termination 7.1. Agreement Term.The Agreement Term shall begin on the date of the initial Order or SOW and continue through the latest date of the Order Term of each Order or SOW under this Agreement, unless otherwise terminated as provided in this Section 7. Each Order or SOW will specify an Order Term for the Granicus Products and Services provided under the respective Order or SOW. Client's right to access or use the Granicus Products and Services will cease at the end of the Order Term identified within each Order or SOW,unless either extended or earlier terminated as provided in this Section 7. Unless a Party has given written notice to the other Party at least ninety(90) days prior to the end of the then-current Order Term, the Granicus Products and Services will automatically renew at the end of each term for an Extension Term of one(1)year. 7.2. Effect of Termination.if the Parties agree to terminate this Agreement and an Order or SOW is still in effect at the time of termination, then the terms and conditions contained in this Agreement shall continue to govern the outstanding Order or SOW until termination or expiration thereof.If the Agreement is terminated for breach,then unless otherwise agreed to in writing, all outstanding Orders or SOWs shall immediately terminate as of the Agreement termination date. Unless otherwise stated in this Agreement,in no event shall Client be entitled to a refund of any prepaid fees upon termination. 7.3. Termination for Cause.The non-breaching Party may terminate this Agreement upon written notice if the other Party is in material breach of this Agreement and fails to cure such breach within thirty (30) days after the non-breaching Party provides written notice of the breach. A Party may also terminate this Agreement immediately upon notice if the other Party: (a) is liquidated,dissolved,or adjudged to be in a state of bankruptcy or receivership;(b) is insolvent, unable to pay its debts as they become due,makes an assignment for the benefit of creditors or takes advantage of any law for the benefit of debtors;or(c)ceases to'conduct business for any reason on an ongoing basis leaving no successor in interest. Granicus may, without liability, immediately suspend or terminate any or all Order or SOW issued hereunder if any Fees owed under this Agreement are past due pursuant to Section 4.1. 7.4. Rights and Obligations After Termination. In the event of expiration or termination of this Agreement, Client shall immediately pay to Granicus all Fees due to Granicus through the date of expiration or termination. 7.5. Survival. All rights granted hereunder shall terminate upon the latter of the termination or expiration date of this Agreement,or each Order or SOW.The provisions of this Agreement with respect to warranties, liability, choice of law and jurisdiction, and confidentiality shall survive termination of this Agreement and continue in full force and effect. 12/31/2019 6 i 8. Limitation of Liability • 8.1. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL GRANICUS BE LIABLE FOR ANY SPECIAL, INDIRECT,PUNITIVE,INCIDENTAL,OR CONSEQUENTIAL DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER,GRANICUS SHALL NOT BE LIABLE FOR:(A) ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF CLIENT DATA; (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS,SERVICES OR TECHNOLOGY;(C)LOSS OF BUSINESS;(0)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. IN NO INSTANCE SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT(WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY CLIENT FOR THE GRANICUS PRODUCTS AND SERVICES DURING THE SIX'(6) MONTHS IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAiM FOR DIRECT DAMAGES.GRANICUS SHALL NOT BE RESPONSIBLE FOR ANY LOST PROFITS OR OTHER DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES, HOWEVER CAUSED. NEITHER PARTY MAY INSTITUTE AN ACTION iN ANY FORM ARISING OUT OF NOR IN CONNECTION WITH THIS AGREEMENT MORE THAN TWO(2)YEARS AFTER THE CAUSE OF ACTION HAS ARISEN.THE ABOVE LIMITATIONS WILL NOT LIMIT CLIENT'S PAYMENT OBLIGATIONS UNDER SECTION 4 ABOVE. 9. indemnification 9.1. Indemnification by Granicus.Granicus will defend Client from and against all losses, liabilities, damages and expenses arising from any claim or suit by a third party unaffiliated with either • Party to this Agreement ("Claims") and shall pay all losses, damages, liabilities, settlements, judgments,awards,interest,civil penalties,and reasonable expenses(collectively,"Losses,"and including reasonable attorneys'fees and court costs),to the extent arising out of any Claims by any third party that Granicus Products and Services infringe a valid U.S.copyright or U.S.patent issued as of the date of the applicable Order or SOW. In the event of such a Claim, if Granicus determines that an affected Order or SOW is likely,or if the solution is determined in a final,non- appealable judgment by a court of competent jurisdiction,to infringe a valid U.S. copyright or U.S. patent issued as of the date of the applicable Order or SOW,Granicus will,in its discretion: (a) replace the affected Granicus Products and Services; (b) modify the affected Granicus Products and Services to render it non-infringing; or (c) terminate this Agreement or the applicable Order or SOW with respect to the affected solution and refund to Client any prepaid fees for the then-remaining or unexpired portion of the Order or SOW term. Notwithstanding the foregoing, Granicus shall have no obligation to indemnify, defend, or hold Client harmless from any Claim to the extent it is based upon: (i)a modification to any solution by Client(or by anyone under Client's direction or control or using logins or passwords assigned to Client);(ii)a modification made by Granicus pursuant to Client's required instructions or specifications or in reliance on materials or information provided by Client; or(iii) Client's use (or use by anyone under Client's direction or control or using logins or passwords assigned to Client)of any Granicus Products and Services other than in accordance with this Agreement.This section 9.1 sets forth Client's sole and exclusive remedy,and Granicus'entire liability,for any Claim that the Granicus 12/31/2019 7 • Products and Services or any other materials provided by Granicus violate or infringe upon-the rights of any third party. 9.2. Indemnification by Client.Client shall defend,indemnify,and hold Granicus harmless from and against any Claims,and shall pay all Losses,to the extent arising out of or related to(a) Client's (or that of anyone authorized by Client or using logins or passwords assigned to Client) use or modification of any Granicus Products and Services;(b)any Client content;or(c)Client's violation of applicable law. 9.3. Defense.With regard to any Claim subject to indemnification pursuant to this Section 9:(a)the Party seeking indemnification shall promptly notify the indemnifying Party upon becoming aware • of the Claim;(b)the indemnifying Party shall promptly assume sole defense and control of such Claim upon becoming aware thereof;and (c)the indemnified Party shall reasonably cooperate • with the indemnifying Party regarding such Claim. Nevertheless, the indemnified Party may •• • reasonably participate in such defense, at its expense,with counsel of its choice, but shall not settle any such Claim without the indemnifying Party's prior written consent.The indemnifying Party shall not settle or compromise any Claim in any manner that imposes any obligations upon the indemnified Party without the prior written consent of the indemnified Party. 10. General 10.1. Relationship of the Parties. Granicus and Client acknowledge that they operate independent of each other.Nothing in this Agreement shall he deemed or construed to create a joint venture, partnership,agency,or employee/employer relationship between the Parties for any purpose, including,but not limited to,taxes or employee benefits. Each Party will be solely responsible for the payment of all taxes and insurance for its employees and business operations. 10.2. Headings. The various section.headings of this Agreement are inserted only for convenience of reference and are not intended, nor shall they be construed to modify, define, limit,or expand the intent of the Parties. 10.3. Amendments. This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both Parties. 10.4. Severability. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect.In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable,such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect. 10.5. Assignment.Neither Party may assign,delegate,or otherwise transfer this Agreement or any of its rights or obligations hereunder,either voluntarily or by operation of law,without the prior written consent of the other Party (such consent not to be unreasonably withheld); provided, however, that either Party may assign this Agreement without the other Party's consent in the event of any successor or assign that has acquired all,or substantially all,of the assigning Party's business by means of merger, stock purchase, asset purchase, or otherwise. Any assignment or attempted assignment in violation of this Agreement shall be null and void. 10.6. No Third-Party Beneficiaries.Subject to Section 10.5 this Agreement is binding upon,and insures solely to the benefit of the Parties hereto and their respective permitted successors and assigns;there are no third-party beneficiaries to this Agreement. 10.7. Notice.Other than routine administrative communications,which may be exchanged by the Parties via email or other means,all notices,consents,and approvals hereunder shall be in writing and shall be deemed to have been given upon: (a) personal delivery; (b) the day of receipt, as shown in the applicable carrier's systems, if sent via FedEx, UPS, Di-IL, or other 12/31/2019 8 nationally recognized express carrier; (c) the third business day after sending by U.S. Postal Service, First Class, postage prepaid, return receipt requested; or (d) sending by email, with confirmed receipt from the receiving party. Either Party may provide the other with notice of a change in mailing or email address in which case the mailing or email address,as applicable,for that Party will be deemed to have been amended. The mailing and email addresses of the Parties are as follows: GYantcus • � E - be citf(V i�mt4e cf j t ' ...fit.. ._ Phi. �._i .�.4.... wee,,,„._ 5, w; ,>Y1;,°,``,,- s ,,zs,K, .. .,.4: •._ _ • ATTN: Contracts ATTN: Address: 408 St.Peter Street Address: Suite 600 Saint Paul, MN 55102 Phone: (651)757-4154 Phone: Email: contracts@granicus.com I Email: 10.8. Force Majeure. Any delay in the performance by either Party hereto of its obligations hereunder shall be excused when such delay in performance is due to any cause or event of any nature whatsoever beyond the reasonable control of such Party, including, without limitation, any act of God;any fire,flood,or weather condition;any computer virus,worm,denial of service attack; any earthquake; any act of a public enemy, war, insurrection, riot, explosion or strike; provided, that written notice thereof must be given by such Party to the other Party within twenty(20)days after occurrence of such cause or event. 10.9. Choice of law and Jurisdiction.This Agreement shall be governed by and interpreted under the laws of the State of Minnesota,without reference to the State's principles of conflicts of law.The Parties expressly consent and submit to the exclusive jurisdiction of the state and federal courts of Ramsey County,Minnesota. 10.10. Entire Agreement.This Agreement,together with the City of Miami Beach Addendum— General ("City Addendum") and 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 as modified by the City Addendum; (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 RF1,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. 12/31/2019 9 r� , p I { 1b>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 fists 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. IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed by their respective duly- authorized representatives on the Effective Date as set forth above, LCft&tr9lOus. `r § w-._t Tkf+�Cl y f} 1KI.sr eaL-71.W.7-7V77777,71:'7, BY: 4),04, d.:Z' By: . (Authorized Signature) (Autht r•iaed Sigi jatu idarrte: Dawn Kubat Name: {5 (Printer Type Name of Signatory) (Print or Type Name olSignutorv) Title: VP of Legal fide: 1:1-1 Date: Date; • Mira 5,2420 (Execution Date) (Exec tion Date) A 2f 2 Rawl I , Cranado, City Clerk • Attachment(s): Exhibit A(Addendum) 1111CORP:0►UTED`• Exhibit 0(Proposal) s,� h cH, ed__ 12P;42019 10 • • • • • • • 1 • • CITY OF MIAMI BEACH ADDENDUM.GENERAL 1.Incorporation by Reference.The City at Miami Beech. Florida ('CITY') and the one tleti without giving CITY tidily(3C)days+ripen mace peer!a the etleur:e dale of undersigned(Vendor)hereby incorporate the Addendum-General rAddendurn'1 into the canceyaficn.Tinily revuwalcertil!cates will be pro e",ed to CITY as coverage renews.Veneer, agreement between CITY and Vendor(the`Agreement').It •Addendum conlics5with the fee and on tenter of itself and each of is insurers.hereby waives any and ai r his of Agreement lents.this Addendum shall control, subrogation against CITY let any foss or damage aesieg from any coons covered by any • 2. Payment.Vendor shag submit her,for compensation for goods.seivices and/or expenses insurance required to be carnes under the Agreement by any other insurance actuMUycarried • in dela/sufficient toe pre-and post•audit;invoice requberrenlswig be specified by the CITY by Vendee Vendor shall provide capes of any insurance ponces spelt request by CITY.If department uerlsing Vendor's sm:vices.U CITY dans not Issue payment within forty-we(45) the professional karate/coverage is provided on a daresm;a de basis,then such irateance • • days at to eter of a proper invoice,CITY may pay Vender an Interest penalty at the rate seal continue la ere(3)yeers(clawing the expire err or temMettdn el the Agreement.Tire • estat'ishod pursaanl M§55.03(1),F.S.,if the interest exceeds one-donee CITY's performance insurance shall have a retroactive dale of placement by IM effective dale of the Agreement. and chfgatlon to pay is contingent upon en appropriation et lends;CITY veil give rotee to d. Thiel Parties.CITY is rot late ter tae acs el third pares or the consequences al the acts Vendor of the non•ava?abitity of funds when CITY has Y.howl:edge thereof.CITY will be al third parties.There shall be no thud party beneficiary to the Agreement. responsible for paying only far any goods/services a receives: Vendor'nisi refund any e:(iovemine taw,The Agreement is governed by the laws of the State of Florida.without ;replete for gecss+sevices 11151 are unused upon the terrraria:Me of the Agreement,CITY s a regards no its conihcts ci law principles.Exclusive venue of any actions shag.be in Miami- ax immune sovereign and exempt from the payment of sari,use or exp a taxes.Vendor is Dade County,Nelda:CITY is entitled to the benefits of sovereign enmbnily. responsible for and shall pay any!axes due under the Agreement.If Vendpris making any f. Travel EXoensex it CITY in. responsble for roimGulsing Vendor for bevel.expanses payment to CITY.Vendor shag pay timely and not easel any nmoteels..CITY shag not make pursuant to the Agreement,bills shall be subject to,and shall be submitted try Vendor in • any r'aposits cr prepay any amounts;any deposits ere retundeete. amordence with,§112.06I,F.E.and CITY's Trave!Policy. CITY reserves the right no: 3,Relationship of the Parties.Each of the parties is an independent coneaclor and nothing to pay travel expenses unless CITY approves such expenses in advance,in writing. in lee Agraeeentsealidesignateanyoftheemplayeesoregentsofonepatyasemployeesor g.Lebbyina Vendor shall be salty responsible ler Ifs compliance with the lobbying •• agents of the caner.Vendor represents and warrants that it-s not on the Convicted Vendor prohibitions set toiler in Sections 2.487 and/or 2488 of the City Code. List(see§7.87,133.F.S.).Each party hereby assumes all delis attributable to the wilful or h.Carew Vendorrefyxsetrshatitcfannarwiti:.and shall be responsible fm.compiancewith • • neyf+gert etas or omissions el ill at party and es officers,employee,eine agett thereat-Verider the requirernentsafChapterIt2,FforideStatutos,andothetlawsardregu!atiansconceming also assumes such risk with respect to the willful or negligent ads drornissiens of Vendor's conflicts of interests in dealing with public entities of the Stale of Florida.Violation of this subcontractors or persons otherwise acting.or engaged to act at the instance of Vendor in section shall be grounds fee termination for cause of the Agreement furtherance of fulfilling Vendor's abliga6dns ander the Agreement I. Renewal Any automatic renewal provision is hereby deleted. In the event that the a.information:Vendor acknowledges that ail documents,maledats and information enriched Agreement is held Over by the City beyond the initial term herein provided,it shall only be lo or reamed by Vendor in connection with the Agreement(Ina'fntcrmstiari j are and shall mama mpnmdo•monri basis and shall matcansbWle en Implied renewal of frteA.greement • female el ati limes proprietary and the sole properly of CITY.Vendor shalt not discidse Said month-to•monthextension shalt be upon the same terms of the contract.Including as • information to third padres unless it obtains CITY's prior wntlenconsent CITY is subject to to compensation and payment • Chapter 11g ci Flddda Statutes,the Florida Public Records Law.The Agreement.this i. 7ennioatl ,Upon giving et least thirty(30)days'written notice to Vendor,CITY may • Ardenourn end any related documents andtor correspondence shalt,also become a public terminate the Agreement,al wry Uma,either for cause or for City's convenience,sea no record sub;ect la the Public Records Law,regardless of any coitidentiatity provision outlined further obligation to Vendor,other than to pay to any goods received or services rendered ,:he Agreement.CiTY may respond to public records requests without providing Venda any in compliance with tea Agreement prior to the effective dale of termination.CN shag not reenee However,in the event CITY receives a request Ice Vendor's infeematon,which is be Labe lot any early termination charges. in the event of lerminatienior cause,City exempt from disclosure pursuant to the Public Records Laws AND is clearly marked as reserve,all right§available le it et tare and in equity. ccadidhnnal.CITY will redact such ihfonmation from release.crifass otherwise authorized in k. Renins,Vendor ages le keep and maintain,separate and independent reads,is writing by Vendor,CITY may unilaterally cancel the Agreement for Venders refusal to allow accordance vin generaly accepted accounting principles.devoted excus veiy to is pitb`li access to publiterecords related le the Agreement Adaitio.nally„Vender shag comply with obfgadcesand act?saes under the Agseernenl.Such records(incleding backs.ledgers, all applicable requirements of the Public Retards Lames,pardcuaity if Vendor is a'Cen ardor journals,and accounts)shall contain all entries reflecting the business operations under as defined sneer§119.0701,F.S.This provision shall survive the expiration or termination the Agreement.CITY or its atgro ted agent shall have the right to audit and inspect such • to the Agreement IF VENDOR HAS QUESTIONS REGARDING THE APPLICABILITY records trent time to time during the term of the Agreement upon reasonable notice to OF CHAPTER 119 TO VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS,VEN• Vendor, DOR MAY CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305)673.7411. 1. deletion.Any term andtor condition in the Agreement on the fcfowing subject mallets are RAFAELGRANADC 1aIIAIAMIBEACHFLGOV, CR BY MAIL.AT' 1700 CONVENTION !entry deleted in their entirety and declared all and veld:(a)Grants of excwsivity by CITY CENTER DR,MIAMI BEACH,FL331399 to Venda;(b(Restrictiens online Krieg of Vendors employees;(c)CITY's responsibiery to i y ` 5.Indemnity.Nothing in the Agreement shall be construed as a waiver of sovereign pay intangible taxes,properly taxes,or sales taxes:(d)CITY's last liability:(e)Automatic immumly nor as an indemnification el Vendor:by CITY,and any clause in the rea"vale of the term of the Agreement:¢)'€mneletforretArra-ta'tteag•ea;te(gfiL+mileheaef Agreement providing for City to indemnify Vender Is hereby deleted in its entirety 'dc eloebfeb5ty;(Tt)Ura1CITYperformsreportingfunctionsardtermaintainscertaintypeset andtor nett and Vito. operations(I)Gnu/erg Vendor any right to audit CITY (j)Attorneys'or collection tees _, 6,Compliance.In its performance,Ye dor shall,at its ownexperse,at all limes in the term: provisions;(k)Antitrationa'Idme:enonclauses:and(l)tndeeiaiticanor 51 Vendor try CITY, a.P cestraveallapplicablepermits,licenses,consents,and approvals necessary; m,Assistamen?.Vendor shall netessgn,monster.delegate,subcontract,orothervisedsposer^°'''''u`'r b. Genera:comply with all applicable federal,state,Meal laws and other goeemmenta of,whether voluntarily, involuntarily. or by ; operaiinn of law, any'right or aUrgatisn • roouuenrents,incest erg!hose olthe CITY:and hereunder withart the prior written censer)!of CITY;not to to unreasonably withheld.Any c,Pdysgcomply enhall applicable state.and iederatLiesend CITY po':i iesandprocedures such unapproved assigemenl subconeac(ieg or transfer'O cold.No sub contracting or j governing the use andtor sele•keeping of conibentiaL righty sensitive,andlar pelsonafy delegation shag relieve Vender of any obi(galion or liability under the Agreement. itere:fitee,te or prof>.cted health information(as may be defined ray slate o federal law). a.No ccunterpa's;Signatures.The Agreement may not be executed in counterparts.It Vendor shell obtain,em advance,all necessary perlrxss,ons and consents tenured in regard may be signed eleclrcnicany and such electronic signatures shall constitute an origins!fa to is ccacetion and/or receipt of any such?remake. a,perposes.The parties repess'il and warrant that any person signing the Agreement has the 7 General Provisions, authe ty to do so and that such signature shall be sufficient to bind Venda.Tres Agreement . s.ytarranlim.Vender,ata minimum,warrants that the IP,the goads,andier services le be shall be considered signed/Alien a Party's signature is delvered by lacminr a or email rtov:dOS by Vendor will be free of any material detects and will opera!e and conform to „transmission of a`.perf fomaldate lite,fncis/eg via CocuSign.Such signature via DocuSign te spmdficadcrs pravfwd it all material aspmcs throughout tiv term of the Agreementshell be treated in all respects as having the seine farce and effect as an origin!signature. • This warranty shalt be in addition re any warranties provided in the Agreement. a.Perhliciry.Vendor shell not make any announcements relating to the Agreement,nor shall By signing below, Vendor's auiharized representative agrees to incorporate this Vendor use CITY'S name,trademarks.(egos or mares,without Uz prior written approval Addendum into(he Agreement,and hereby executes this Addendum as oflhedeleset , trent CITY'sCo:nmenicatiorsDeeartmentineach instance. forth below, c rsurnee,.CITY,as a public body corporate entity,warrants and represents that it is self- • CITY; funded Is lability insurance,with said protection being applicable to c ticers,employees, servants,and agents while adtirg WI h i''the scope et their employment by CI v:Any By;— ; —------- provisicereeuhirg CiTY to provide err acquire insurance coverage other than such self- Jimmy )veritas,Cly./.onager f� insu ante shah not be ettective,Vendor shall have rad rain*tae types and amounts of Cater'-----•_-,--- E i --f—i—l'_ il / d, Zr.) insurance deal,a[miin;mum,writ cover Vender's Or subcontracmrlelexposure in perkerrang Approved as M Form and Legal Seffi ency:;:;�%t -- i e__ T the Acrecaent and name CITY as additional insured and be primary and noncontributory •a.•Attorney' le' on'Vectors .acus(meet for workers'car,enation 0 professional liability).Ali penes h' - -kA; P' A PP+ Yj• VENDUR:..._---......__.__-_.-------_.�—..m.._.� shad be in a toren and with deductible limits reasonably satisfacrory to CITY.with insurance "� `� companies reasonai:ty approved by CITY ad aulrrorize:t in do business in the Stale at By.. ... -, Ftorida.Ceniticales oh air insurance shah be deposited witn CITY prior to tee date of the Nome: Dawn Kubat Agreement.All insurancepolcnd iesaeetelicelarshallcontainaprovisionthalrtn/tent be f,' �• ""'-- Title: VPof12t `r_.___ Da!e:_ILtn 5.,2Q2!) • MIAMI BE „:„...„:„.„4...„,,s,,,,,,„...„.,-_,,,,•.x xrtt . apt44. 9 ,:' R�. AL�2�1�- i : ME �, til .'ll'<: ::t.Jr�E71�F^J, (�f.` tri:--fSlth 'r k,,,s' fir''. .'w 'i,c: .:ceivi'T4k,• :at '', u ,..,D, .:V. • .. ..._ _.._.'P ngy ack_Approval I I Award of ITO ! Contract Execution __. __.. ._._. __.. { Request for Contract Tenn Renewal al ICGhange Order Approval XXX t Other Waiver of Quote Requirement __. `• • ' Rechest ae royal to issue a Purchase Order to Granicus for the Cit s Novus Ateoda s stem, s ( b ” "`AL SY q . x` W.a,rgti .eE R W.J,x t . 1, `�. k latiff �A�AI VV. MOM 2: � 3 � , � . . h is,rew uestr~dlcttonressa .. �?an a y�a� . i On March'5,2014,the Mayor and City Commission adopted Resolution tato.2014-28509,authorizing the Mayor and City Clerk to exec!rte an agreement with innobar,LLC d(itia fdovtisolutioris for an electronic agenda systCem pia:Agreement')pursuant to RFP 2014-001.The l Agreement included the implementation. training and annual license fm the Nevus electronic agenda system that would allow the 1 • Administration to process agenda items,archived past agenda meetings and legal minutes with t deo stream,The Agreement had an in tial term of three(3)years with two(2)annual renewal options The Agreement's ent's last renewal option Is set to expired en October 13, I 2019.On,fury 18.2018, [clabber LLC consolidated its operation,into Granicus LLC('Granicusi)after Granicus acquired tnobber on August 9.2017.On September 14,2018,the City-av1nnacer approved the essicrrment of the Agreement from innobar to Granicus, j The City Clerk's Office doternlioed that it Is in the City's best interest to continue using the Novus agenda system.Switching to a different : I agenda system will result in additional implementation cost and training.in anticipation of tile expiation of the Agreement,the City Clerk's i Office negotiated a quote which established fixed pricing for the next three (3) years for the same annual licenses included in the Agreement. The annuals cost for the first year is$23.' 1.67,the Secot'd and third year are$34,040.0{1 each which is lower than the: • e current annual cost in the Agreement of 534,055 t ;hererore, based on the justification stated herein, and pursuant to 16.02 5 tion(2)(h)and 2-395 of the City Codethis item seeks I approval of the City Manager to issue annual Purchase Orders to Granicus for the Novus agenda system,in the not to eAcieed amounts established in Sec 2-356 of the Citt's Code of Ordinances. N/A Sec.2-395 Open market procedures.All purchasing of supplies and contractual services of a total est+rnated value not exceeding the amount established in this article for formal bids may be made in the open marketwithoutnewspaper advertisement and without observing I the procedure prescribed by this article for formal purchasing or sales-procedures. (1) Minimum number of quotes. tilt open market j procedures or SeleS shall,whenever possible,be Lased on at least doer competitive bids and shall be awarded to the rawest responsible j bidoer in accordance with the standards set fo=rth in this articles or to the highest responsible odder in case of a sale. I i 1 16.02 Section(2)(ir)--In rare cases when three quotes cannot be obtained(e.g.standardization or waiver of quote),the approval of the i Cit Manager shall be requires Nol to exceed 100K I NI!A _, Ms : , 0.0.44 :',. : . ,.�t'�a. "a'.... ,. :; Attachments `�`�. ,.AFIRM' ' M. ` A* 2 ° ., : Appendix A-Quote from Granicus. .. � y. ,�R k { Off. 40 a 6" c x r l A y I Dept.Hoafi ' j I, Pr. premed: ACM(s) I l Man:gr; , I r }l/ ! crate:' t 92 t Date, f t !, Dste r ` fAVG, 54' Ltitit ( { 1 > : i i• x tl F } � ae : v Bey; 'u,6" ,�+ }��$- M ,� ., 1, ram .;: ' 4 &� »A4 »dada - �R d'�. ,,:-.....1•,.1,rb S 1 Granicus Proposal for Miami Be...ich FL I Name:John Watkins Phone:1.323)903-5189 Erna: i i- . e ` ; + s.ppraa. -t .st "" �s �t � � va -1,,,,---Y-,,,,,,,,.. Quote Number:Q-65113 Prepared On:7/1012019 Valid Through:2/2912020 Paerms:Net 3U`,Payments ft{$,jbs npr ons are due at Me/?epi 1nln n l:ile IJY.rwd of Itr1 3rrnan.+_.} yment T Currency:L;51) Period of Performance:3/1/2020.2/28/2071 Contract End Date:2128/2023 •A p F e R �n S t i1 :, r.va .,...a..wL'..:'..S't i 4-'-'"...: s k,..- . ..w.std', •"S.wx3'a:, f lis.'1C �.,..�..*�,.'a�*.. a-�o .;�a"..�,G 3'•_-,,.Y NovueAGENDA Annul i each 58,500 00 SUBTOTAL: 58,500.00 t cam` - �,i P,eriO A-` A € k ' a„� �€ f.y " a1utfon � i. n,>; Anf�r„ l e • Quatrtlf froried F$e w«.-•z1•_ arra `e.. aa.. rB,�J+-' G+ 54 ts:,.wg,� .l ..._S �x3. *., „�" :.� �,.,.�Mv NovusAGENOA•Videa 4/1/2020 to A+vu;vi i Each $7 .54 .O0 :,23,a11 a7 • 2/26/702 Streaming SUBTOTAL: 525,540.00 $23,411.67 ,**,,,,,4. 4.0.P1444'3 *V1461.10)3,$1,-)@ Jam- : . ffiu ..ne • W W'3' py z,-.4-t � .t#' X./e �?'� P �»x. � l {1 � 1 I • • • • • i I ,• Y 1, ye �a i 4y • 3 �.ra` •"Y" + Y �' _ t' C may 0 ;,-X • • '�I� &, fikov.a..„•-4sto-*Alt,VA:4i,y "41,4444#4.-41VAW4A43W406...V.4, S • • • $01RtI011' .... .._. � ....._ 3/ 1 z 1z8js" s2 3rit2o Z1 $1 C�23 • • NovtfsAGENDA 8,500.00 58,500.00 NovuSAG£NDA-Video Strc:o'im:ng T.25,540_00 $25.540.00 • SUBTOTAL: $34,040.00 $34,040.00 • • • • • i d r•' T_ k i ' ,APfix091,4,5,V.Tp 41,3i ,. l .- 014 i . 4 4.44a .. . ,� w • rA • • ;his quote is exclusive of applicable.s:acr local.and federal taxes,w•hi h,if any,will be included in the invoice.It • is the responsibility c Miami beach FL to provide applicable exemption certificateis,i. Any lapse In payment may result in 5:!sper.5ion o;service and will require the payment of a se:up fee to reinstate the subs:r!ption. If 50h1-.1itting a Purchase Order,please include the following language:All pricing,terms and conditions of quote Q-65113 dated 7/1012019 are incorporated Into this Purchase Oder byrvference. • • F ' • • • • • • • Itke"Ivy. tfi�fc• ewq J �ro i ;. S r g. ,y� y45 rp.• ••• t•ArR" r Cr- G L y F R "x: b 4 -Vit le p-4 4 40, 5 .4 r r }y a Hey t'Vre , .'$N �& '$� e „ 4,54VY } fki.01-Cdit";kfkle,Vialitidittej)!;t0;p44-04:01,424:. 0;47,1:41 ...4a,trAik••'itt4Y4:1404:4344.'* • *e,eVirr1/4 14,11,0',„tiArizit0OrftM.,,,41%.4,01*,",ttfilgtirt=44ir 441, • • • P..► Ci ,� tNti tip. aglIMORMAP40 ,.` I ame .. > a< 1$eSCrtptlo» _b . • �. F� �, a. _._,wee.. ., .. NovusAGEN! A NovUsAGENDA Software t.icense NovusAGENDA-Video Video streaming managementservice s`r,€NovusAGENDA including:-Indexing capabilities Streaming directly witn,in NoVusAG NDA Mir.uies'•Pu licit available agenda fully indexed to meeting video ; • Publs'clyavailable agenda items fully indexed to meeting video-Lip to BO meetings per year rime upgrades•Unlet;ed support } i s 1 I .!':,7.,..,,.. ;" .,,A!!'s' im.-..,P:2",:m30.4-7.755=7,1,44'!•°1104,4-'!''''',,,,,,L)!:''r°'rl'':''ltW'roe'r;e,giM;::A'';7,Mlrtgtbry,ir•gP*F:77'gfr- A'ig. .4„i,,,.,,,,,;.4,:di.„4,,,t,,,,,,,,:wfv,oi„,,,,,,:054,4,,.,•.,.40.#11:2;fo4ce',10.,;,44:;.-,,IW:itfl'Ate,,,,,Velgq4:64410,;:*-,•!'*;'14),,,.r54,53414,1''' , -9.. 7-et:St' ' ;le,,„:,';3 ,W.,#4.-ail'.14'.:i. !ale!.t.$1 ,',Itici•,;,','efltor,ii147454tIgia.:, „,.''?' .44,1W4ii,,, ,W-14.•, :ft'44*?•-*:,li.1544,,..•§Wi$t:A...,'la* i.,":4„.4;;„.0.'S4.,tat*„.14,44:: A.,„,"14,,e,.i,i9"-:.„;4..,,,,„r„,,,t,2„,m'.z.V.w.'t;4:1„i„.:1,-s-vii4.7.,...1-44*.ii.a.4,..A.tre,,,,4-kotto,:..dereveoredmti,•!..4.- efa,iti , sc-'4,1443(1>torf.44.4.5.14,•,:x,.'174131,,,,,fr'',,,,,'',','tS44104-4;,:iWz..V144.,t.A,V,10...,','„..4.!4V4V.R142iAtr;.**440„,*,.,4„. ,,,,;.f50 '... ,,,A4:,,,,..,44,y,.0„,.7., :,,,. ,„.44,..„,),,,,„,.;„,,,:. ,,60.,,v0:1*;4*T.E.,,r.,,-0.,,,le. ,,,,l-,,w0•. l4t,yo. ",44.4...z,',W,P$44,41,170-4V-.,il,,-„;',1242.0 47,f.:4JAV4V:14A4t471.4":"-3--: 7:4V :,;,4;541:::,,,w AA; 7',':4-•=1,-AP,P.44.44411,0,;WAIr.A.c.:2",,,,,•:4:20-r,,,',-,A •,••.,,,,vt .-* %,:_;.4.1..a.de•04.,44,:tt.iNii4iAvis...*Ath•414,14A•:1/404.0.:en,•,,,04.•60,11.04,404;.• 4,,VV)iii°4'.30''...:., :ri.t,*et 4,,,•!.:1''*OW' •70-W,14:,VY-4 'I' --,- ",',-,'", ;''''Y?ia—O,Y,AkF7rit60,-m,ei',''",f)PA)Vet4 ,''MV4Le"'y-IA W*,,,,A5r•f°44C,1;,4111,41N,OVIIPSWA''''; !'",.;‘. 'ail: :'' ' :: ti` Oelrt*t,k-AAiittr'14'iag'X'N4trVRAt,k,. :'#44 ( ,,.. ,zvootico.rgtre4ay.qvfs,,ANArk.Wit,eiMttc'4:*„'",.:4°.Ytiotr stio.tukitk;106,7,4zirp;.50„va,44,,,...,,:,,e, i d,„..,,,1%. .Nzt.7,•,&44-'''.'t!,,,tatOW.K-0.-g‘i, '4..t,v44--,47.t.,:pit4-;,,.00N,,-.:n..ti,.;„‘:••1•t:4r..?4,110,14;.!•yt •Vit,t,..4,-..ftlfill,P.XV4121*-(•:.43,7..1 , Md45.0341•ORAVATP*4104*/164MWV***;:j0W-4”,: e&Vice..P--.,-;-,.'•''iv4,405,,7'".4i74,041,40.**Iitai V'j,-.V..k,ktt4'efkfg,itq2zSsV§ACairjVilgVSWtVfifMi%*rt4A1 .::;:...."..4:.,,i7.4444r:,w4:' ,74,AvIa*:41).4-014igraiOil , 4kioi-2P-„ei.-g=oaeto;,itboiog v.....- .00.;.,,,iz.,,,4.=w4,,4-.„:,, ,,i,,,,, !-,.. .„,--,4,,,,,,,,,,,,,A,40,---*p ,, ,,,,t0,644,.•,,,.-'4,..-. .`.4-•,,':'.44,0, 1:ncto end meeting management - simplified . i , • i ,,-,tnNoetisAG:::),4D.::,,, staq,,,,,, ,,,„,„ii,,,itin ‘711 In,. -:',ris e.:,,f-„19er,ija ftell-Is 3re, wnple locic) :-(1,-?ei; , wd eircqt c,crilipiIin-.)ar.,:il:::::lnple.k•,n,.;rvorrIr.,,it 5le r..)&1:)it,•3t!'”,?-i I to(me)! , ir,Cluiliog;s:c:1•:::;1:1, ;:;;;,7.;<,..,.,;-.,_: e.:',1,. t,::,,s llUlf....1-:C. 1'-..-Vitti!‹'•.:l ii--"l • arll Meet .1.) Add nigh f.4,..iciW.y V',:1,. .,3l.1.7-aCii'l, t':':,fil..,.1c1-•.6r Ei:::;ily did! 8 1.: ids:7;l'id a'-‘ ch,,'?.s:;,:ic.i,-)tc,,,J ever! bIC:,3C,iieudier,:;•...2. :k:..05:,,-,,,,.-p,-,c,i.,•,,,r;,•!i,;.:,,,ily ;` OC:LUMer•.t..,,,it'll,.)141 1.Qr.:p,415,:kGEN.1!;A,,..1r11....Jiwi:...., tir:::esiarr;:)E,,:i a,,,ste inc..?mbec-7,dc2k wets,:pc:alai. l\, n,..,Dl'll‘MWi'ill• C:kal` ri=:',E.....,i:ce,..3 ,..?ij rmaeting !:(...,,..r.a..5 u.'i(..anan,,,,-;rrii ,,j:..es.•?:;1;:i....f.:,-,:k..-C,;; ,;, • I 011:;Thy cies,l1E, liOln vlOWIrg:10,1(.?din,:l 3,:jeld',.) res .lit,,, so that,!Ile,:-)rillg l'•ll.:.,.;:ildll'iy.; • .. • ,.,. • s';Tiy p.3'..5s !...1 it c.L.,;.:.;I.: ihc rev=‘'..•-:vt•:::...;:i 6 ppo.....;‘,..„ii 1,4)1(:,,,Inj ti...- tcle,..,- ..!ly fkoilq,„,i, P ,SS ., toarr":0iatg'a t1:1,..•111...,..e.c)(c ,...!),•:, • • N;:;‘,,,JsA(. ..Nr.,;P,a.,zy.;: t(si.31..itir.-lhH.:() , red-;,:inc) Plp-nt shi.:11i, lc):!!:!.-Ici botllcs:•;.,fys,rl,:gi) oz,,c.1.<ez,,.rne(,•.••,,,,ng cr, rri-s„3;i:.,:?•;ant;,./‘„.fy.,..•;: fTe-Cr.`ri5,.ift.IPV31.%.(,)Ce'...-. ; ,:*fgani2,:r.,10c(5 Ot s->,vt1-1 fu.!.... . se.x.;r;1',,'' ',i ;.naintain,.i c:•,)11lote.,,,arid a .zrici-;.-.,...,„•,) ,,,.. cs (..: I vot.e.: afe lv,..:.,::;.,11. red elwi t(-:i;:circicc.i w:`,i'. ',i-le :ye',f.ill i,,,,...,hyviorci so '.; (r,..F.:...Kiv _. . l'.lid,:,..).f:1 ir,:)usE:., and ci,',...raii..,.'„.1d: .,Y,F,i.c)i) !%,..:. s o ci.,;,-T.erlt u,,,,''(. ic i . ...„....,, 1 7<--..---- '' 1)83. ;,.":11,,,?Sl..l., ..•:21-,Cl,. I :. , r,.3,.)1::, ,...,,, ,.,:;,. I t eel;:.,,,,,,.,...,,I.,1 : i ji )g,',NIci,•:, tr.•?.rripi3t.es : . . . ., ? 1 ? ,:!,..;„, .)fc,•,,,,„ L=.!...._=...: J rpr2c I P;j...,ii.:•••!-,,,..•,i,,, :id ! 1.----•- •!'-\<,ce:. ••,.,,1 w:,,,1:, i • L7.:".......3 '•:",•'!;-',''.''',?!‘• lul': L7---= . -- us P.:.:* , 4'''',"--4,.-1,20 %TWA, . :qVp' , , „ .., , ..,..,..4 • ,'',,-,„'-f,:,ey.ggot .-.:, ig,-.1% ,''''.:-.;•'..1"='"ii,4'ae.e....1tafAVANIAMOASAIr9nValige !,..t,„:4,y4.41,4•*„..4,10.4141.54 ,.4.,,•'-Ar:•,!':'•*.r-i,d • I I I ,if, h� SA A:. :a� m � AR O2 Final Audit Report 2020-06-05 ,i Created: 2020-06.04 i i By: John Watkins} (John.Watkins@gtanicus.carn} hb tt Status: Signed li Transaction ID: CBJCHBCAASAAWw0htFt/G8KLWgWI_L94NHJ_VExjya4Ae aft ti q 11FL_Miami Beach_MSA_Attachements_MAR2020" History n Document created by John Watkins(John.Watkins@granictls.com) 2020-06-04-8:00:30 PM GMT-IP address:66.41.163.189 g t-,g Document emailed to Dawn Kubat(dawn.kubat@granicus,com)for signature 2020-06-04-8:01:41 PM GMT t `i Email viewed by Dawn Kubat(dawn.kubat@granicus.com) 111 1 2020-06-05-5:02:37 PM GMT-IP address:66.41.8.163 LI ii 656 Document e-signed by Dawn Kubat(dawn.kubat©granicus.com) Signature Date:2020-06-05-5:02:59 PM GMT-Time Source:server-IP address:66.41.8,163 1 Signed document emailed to Dawn Kubat(dawn.kubat@granicus.com)and John Watkins" 11, (John.Watkins@granicus.com) 2020-06-05-5:02:59 PM GMT 1 hi I 0 40 r t# iiri r ti ti • • • Master Subscription Agreement ,e,uG�� G�CW‘rtmt� r Vbu�wYt-� This Master Subscription Agreement("Agreement)Jis made by and between the party procuring Granicus Products and Services("Client")and Granicus,LLC,a Minnesota Limited Liability Company d/b/a Granicus ("Granicus").Client and Granicus may each be referred to herein as"Party"or collectively as"Parties". By accessing the Granicus Products and Services, Client accepts this Agreement. Due to the rapidly changing nature of digital communications, this Agreement may be updated from time to time at Granicus'sole discretion. Notification to Client will be via email or posting to the Granicus website. 1. Definitions. In addition to terms defined elsewhere in this Agreement,the following terms shall have the meaning specified: • • • "Agreement Term"means the total time covered by the initial Term and all Extension Terms for each Order or SOW under this Agreement,further specified in Section 7.1. "Extension Term"means any term that increases the length of the Initial Term of this Agreement or an Order Term of an Order or SOW. "Granicus Products and Services"means the products and services made available to Client pursuant to this Agreement,which may include Granicus products and services accessible for use by Client on a subscription basis("Software-as-a-Service"or"SeaS"),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-Gra oicus 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 he 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. re) 12/31/20.1.9 • 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 he 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. 12731/2019 2 • • 3.2.5, Granicus Subscriber Information for Communications Cloud Suite only 3.2.5.1. Data Provided by Client.Data provided by Client and contact information gathered through Client's own web properties or activities will remain the property of Client("Direct Subscriber"),including any and all personally identifiable information(Pii).Granicus will not release the data without the express written permission of Client,unless required by law. 3.2.5.2. Granicus shall not disclose the client's data except to any third parties as necessary to operate the Granicus Products and Services(provided that the client hereby grants to Granicus a perpetual,noncancelable,worldwide,non- exclusive license to utilize any data,on an anonymous or aggregate basis only, that arises from the use of the Granicus Products and Services by the client, whether disclosed on,subsequent to,or prior to the Effective Date,to improve the functionality of the Granicus Products and Services and any other legitimate business purpose including the right to sublicense such data to third parties,subject to all legal restrictions regarding the use and disclosure of such information). 3.2,5.3. Data Obtained through the Granicus Advanced Network 3.2.5.3.1. Granicus offers a SaaS product,known as the Communications Cloud, • that offers Direct Subscribers recommendations to subscribe to other Granicus Client's digital communication(the"Advanced Network").When a Direct • Subscriber signs up through one of the recommendations of the Advanced Network,that subscriber is a"Network Subscriber"to the agency it subscribed to through the Advanced Network. 3.2.5.3.2. Access to the Advanced Network is a benefit of the GovDelivery Communications cloud subscription with Granicus,Network Subscribers are available for use only on the GovOelivery 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 1S 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; 12131/2019 • 3.3.2. Use any process, program, or tool (or 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 3,3.10.1vtodify, adapt, or use the Granicus Products and Services to develop any software application intended for resale which uses the Grenicus 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. Granlcus 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 • amounts)at issue.Granicus will not exercise its rights under 4.1 above if Client has,in good faith, disputed an invoice and is diligently trying to resolve the dispute. Client's failure to provide Granicus with notice of any disputed invoiced amount(s) shall be deemed to be Client's acceptance of the content of such invoice. • 4.3. Price Increases.Any price increases not negotiated in advance shall be provided by Granicus to Client at least thirty(30)days prior to the end of the.Order Term.Upon each yearly anniversary during the term of this Agreement (including the Initial Term, all Extended Terms,and all Order Terms),the Granicus Product and Services fees shall increase from the previous term's fees by up to ten(10)percent per year. 12/31/2019 4 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.EXCEPTAS 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•INIRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. GRANICUS DOES NOT WARRANT THAT GRANICUS PRODUCTS AND SERVICES WILL MEET CLIENT'S • REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. • 6. Confidential information 6.1, Confidential Information. It is expected that one Party (Disclosing Party) may disclose to the other Party(Receiving Party)certain information which may be considered confidential and/or trade secret information("Confidential information").Confidential information shall include:(i) Granicus' Products and Services, (ii) non-public information if it is clearly and conspicuously marked as "confidential"or with a similar designation at the time of disclosure;(iii) non-public information of the Disclosing Party if it is identified as confidential and/or proprietary before, during,or promptly after presentation or communication and(iv)any information that should be reasonably understood to be confidential or proprietary to the Receiving Party,given the nature of the information and the context in which disclosed. Subject to applicable law, each Receiving Party agrees to receive and hold any Confidential information in strict confidence.. Without limiting the scope of the foregoing, each Receiving Party also agrees: (a)to protect and safeguard the Confidential Information against unauthorized use, publication or disclosure; (h) not to reveal, report; publish, disclose, transfer, copy or otherwise use any Confidential Information except as specifically authorized by the Disclosing Party;(c)not to use any Confidential Information for any purpose other than as stated above;(d) to restrict access to Confidential Information to those of its advisors, officers, directors, employees,agents,consultants,contractors and lobbyists who have a need to know,who have been advised of the confidential nature thereof,and who are under express written obligations of confidentiality or under obligations of confidentiality imposed by law or rule; and (e) to exercise at least the same standard of care and security to protect the confidentiality of the Confidential Information received by it as it protects its own confidential information. if a Receiving Party is requested or required in a judicial, administrative, or governmental proceeding to disclose any Confidential Information,it will notify the Disclosing Party as promptly as practicable so that the Disclosing Party may seek an appropriate protective order or waiver for that instance. 6.2. Exceptions.Confidential Information shall not include information which:(T)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. 12/3112039 S 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 he 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, Chen 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 are/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 susp'end or terminate any or all Order or SOW issued hereunder if any Fees owed under this Agreement are past due pursuant to Section 4.1. 7.4. Rights and Obligations After Termination. In the event of expiration or termination of this Agreement,Client shall immediately pay to Granicus all fees due to Granicus through the date • of expiration or termination. 7.5. Survival, All rights granted hereunder shall terminate upon the latter of the termination or expiration date of this Agreement,or each Order or SOW.The provisions of this Agreement with respect to warranties, liability, choice of law and jurisdiction, and confidentiality shall survive termination of this Agreement and continue in full force and effect. 12/3112019 0 ( • • • • 8. Limitation of Liability 8.1. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES.UNDER NO CIRCUMSTANCES SHALL GRANICUS BE LIABLE FOR ANY SPECIAL, INDIRECT,PUNITIVE, INCIDENTAL,OR CONSEQUENTIAL • DAMAGES,WHETHER AN ACTION IS iN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER,GRANICUS SHALL NOT BE LIABLE FOR:(A),ERROR OR INTERRUPTION OF USE.OR FOR LOSS OR INACCURACY OR CORRUPTION OF CLIENT DATA; (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS,SERVICES OR TECHNOLOGY;(C)LOSS OF BUSINESS;(D)DAMAGES ARISING OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES,SOFTWARE,CONTENT,OR RELATED TECHNICAL SUPPORT; OR (E) FOR ANY MATTER BEYOND GRANICUS' REASONABLE CONTROL.,, EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES OR DAMAGES. 8.2. LIMITATION OF LIABILITY. EX'etPl'ffift-etteitT45"-Ft W`8'h seeTiffirN-3.';IN NO INSTANCE SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS t AGREEMENT (WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY CLIENT FOR THE GRANICUS PRODUCTS AND SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT DAMAGES.GRANICUS SHALL NOT BE RESPONSIBLE FOR ANY LOST PROFITS OR OTHER DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES,HOWEVER CAUSED.NEITHER PARTY MAY INSTITUTE AN ACTION IN ANY FORM ARISING OUT OF NOR IN CONNECTION WiTH THIS AGREEMENT MORE • THAN TWO(2)YEARS AFTER THE CAUSE OF ACTION HAS ARISEN.THE ABOVE LIMITATIONS WILL NOT LIMIT CLIENT'S PAYMENT OBLIGATIONS UNDER SECTION 4 ABOVE. 9. Indemnification 9.1. Indemnification by Granicus.Granicus will defend Client from and against all losses, liabilities, damages and expenses arising from any claim or suit by a third party unaffiliated with either Party to this Agreement: ("Claims") and shall pay all losses, damages, liabilities, settlements, judgments,awards, interest,civil penalties,and reasonable expenses(collectively,"Losses,"and including reasonable attorneys'fees and court costs),to the extent arising out of any Claims by any third party that Granicus Products and Services infringe a valid'U.S.copyright or U.S.patent issued as of the date of the applicable Order or SOW. In the event of such a Claim, if Granicus determines that an affected Order or SOW is likely,or if the solution is determined in a final,non- appealable judgment by a court of competent jurisdiction, to infringe a valid U.S. copyright or U.S.patent issued as of the date of the applicable Order or SOW,Granicus will,in its discretion: (a) replace the affected Granicus Products and Services; (b) modify the affected Granicus Products and Services to render it non-infringing; or (c) terminate this Agreement or the applicable Order or SOW with respect to the affected solution and refund to Client any prepaid fees for the then-remaining or unexpired portion of the Order or SOW term. Notwithstanding the foregoing, Granicus shall have no obligation to indemnify, defend, or hold Client harmless from any Claim to the extent it is based upon: (i)a modification to any solution by Client(or by anyone under Client's direction or control or using logins or passwords assigned to Client);(ii)a modification made by Granicus pursuant to Client's required instructions or specifications or in reliance on materials or information provided by Client; or (iii) Client's use (or use by anyone under Client's direction or control or using iogins or passwords assigned to Client)of any Granicus Products and Services other than in accordancewith this Agreement.This section 9.1 sets forth Client's sole and exclusive remedy,arid Granicus'entire liability,for any Claim that the Granicus 17/33/2019 7 • • 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 iogins or passwords assigned to Client) use or • modification of any Granicus Products and Services;(b)any Client content;or(c)Client's violation of applicable law. 9.3. Defense.With regard to any Claim subject to indemnification pursuant to this Section 9:(a)the Party seeking indemnification shall promptly notify the indemnifying Party upon becoming aware of the Claim;(b)the indemnifying Party shall promptly assume sole defense and control of such Claim upon becoming aware thereof; and (c) the indemnified Party shall reasonably cooperate with the indemnifying Party regarding such Claim, Nevertheless, the indemnified Party may reasonably participate in such defense, at its expense,with counsel of its choice, but shall not settle any,such Claim without the indemnifying Party's prior written consent.The indemnifying Party shall not settle or compromise any Claim in any manner that imposes any obligations upon } the indemnified Party without the prior written consent of the indemnified Party. 10. General 10.1. Relationship of the Parties. Granicus and Client acknowledge that they operate independent of each other.Nothing in this Agreement shall be deemed or construed to create a joint venture,partnership,agency,or employee/employer relationship between the Parties for any purpose,including, but not limited to,taxes or employee benefits.Each Party will be solely responsible for the payment of all taxes and insurance for its employees and business operations. 10.2. Headings, The various section headings of this Agreement are inserted only for convenience of reference and are not intended,nor shall they be construed to modify, define, • limit,or expand the intent of the Parties. 10.3. Amendments. This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both Parties. 10.4. Severability.To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect,In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect. • 10,5. Assignment.Neither Party may assign,delegate,or otherwise transfer this Agreement or any of its rights or obligations hereunder,either voluntarily or by operation of law,without the prior written consent of the other Party (such consent not to be unreasonably withheld); provided, however, that either Party may assign this Agreement without the other Party's consent in the event of any successor or assign that has acquired all,or substantially all,of the assigning Party's business by means of merger, stock purchase, asset purchase, or otherwise. Any assignment or attempted assignment in violation of this Agreement shall be null and void. 10.6. No Third•Party Beneficiaries.Subject to Section 10.5 this Agreement is binding upon,and insures solely to the benefit of the Parties hereto and their respective permitted successors and assigns; there are no third party beneficiaries to this Agreement. 10.7. Notice.Other than routine administrative communications,which may be exchanged by the Parties via email or other means,all notices,consents,and approvals hereunder shall be in writing and shall be deemed to have been given upon: (a) personal delivery; (b) the day of receipt, as shown in the applicable carrier's systems, if sent via FedEx, UPS, DHL, or other 12/31/2019 8 • 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 weather condition;any computer virus,worm,denial of service attack;any earthquake; any act of a public enemy, war, insurrection, riot,explosion or strike; 1 provided, that written notice thereof must be given by such Party to the other Party within twenty(20)days after occurrence of such cause or event. 10.9. Choice,of law and Jurisdiction.This Agreement shall be governed by and interpreted under the laws of the State of Minnesota,without reference to the State's principles of conflicts of law.The Parties expressly consent and submit to the exclusive jurisdiction of the state and federal courts of Ramsey County,Minnesota. j)r l•r g ttKtretit �?tt, Vit, (�r1r{z,�ct,rt� u" 10.10. Entire Agreement.This Agreement,together with(all Order' or So14rs 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 Agreemeri 2 0rders;—(3) all other SOWS or 6T.F4(` 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 terns appearing on the purchase order or any other ordering materials submitted by Client,Upon request,Granicus shall reference a purchase order number on its invoices,provided, however,that Client acknowledges that it is Client's responsibility to provide the corresponding purchase order information(including a purchase order number)to Granicus upon the creation of such a purchase order.Client agrees that a failure to provide Granicus with the corresponding purchase order shall not relieve Client of its obligations to provide payment to Granicus pursuant to Section 4.1 above. • • 10.11. Reference. Notwithstanding any other terms to the contrary contained herein, Client grants Granicus the right to use Client's name and logo in Client lists and marketing materials. • 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. iqi( 1 c' �)t t'... t. l l\��.t:'4t!�i tF't - • f5ht o 12/31/2019 . . . . . . 1 . 1 . : I % . 1 1 .• . • ; CITY OF MIAMI BEACH ADDENDUM•GENERAL 1 .••• ..• : I I.Inboreoretion by Reference. The Cy of Miami Beech,Florida( Ire} aid din carnete..1 withoot gland CITY filthy OD)hayswrilten notice falai ta the elieCiNe tielA of tinnc sicai...al t Vert:fon hereby cot in VS Adeendum.-General t•Adrie.nriumt)Inlet e cairrc4ptkm.,Tirptiyretwgillcertil,4es.,liti he pievidan.6 CITY as coverage renews,Vendor, agreement is,,,shvetin CITY end Vendor:',Iims'Agraerneir) ntlr An:tendon coalticts with the Fa ene on be.hall al'Keil and each til its insure:4r,r.ereby waives any and el rights et : isgreerront tunas,th'a Addendum shall•oriltalsithrogatioain.,.1 CA'?Mr any Ions or drill,r7,)gr damp from any cause covered by are .:: Payinent,Venda:shalt submit wits for.Connensationlo:goads.Sonata ant:lei:goatees insurance:Kir red to lie caniaa ander he rid rat by any ober insurance actuary care,,id dvait suit mat tos a pre and postraudirt itet)ideletydreniems vi3li be specified by It CITY be vor.,00t, on/or shall provide,n.opies deny insurance merles tem m request b);CITY,li . • ecoartmem nUiistrio Vendor's set-Os:ex.sr CITY dare nor isstie payment Willitn forry•rrinit jA5) lee niareteltinal liability cerail'ige is Wait eti or a claine.made basis,then such tesoraer,e days ol(Orap:al a properInitalt te.CITY may pay Vendor an iniareSt f-Rnalty al the fi'de shot continue int Urea(3)±,aars feskiviea2 the es.pirall.:111 or lernrulatien Ol ille AaTea trent Illa "SitiVntlen piasertal to§55,03(1).F.S.,if Iman interest ea:Peels ans dollar.Cirrspertuireence insurance shentrais a retroarlNe date of PlAteAenl by tire effective hale ditto Agressileni„ SM 01.1'Plibl1 to gay is cominpare ulxid co appropriation pi hlds:CITY wilt're nonce to d.Thad Parkas,CITY a not kale foe Ile Ficit of third parties or the consequemes of trie acts I Vero:fuel Lie nan-aveltabinly of funds wisest Cii?has knowledge thereat.CITY wilt be of third parties.There shell he pa third party betrellciary le the Aortae:sot. • respaosityle for paying only for any grodsiservi7eS it morons;vendor mist reteod any e.,pay taw,'rite Agreanwr is cirpmrec;by ela izt.,,,,,a,co the Sate of Fii:o!idr,,,,4t,,,,,, payniaris for gcceseenilaas lire amt.:nosed upon the renninatinn of the Aver:taint Cri y ia,a regards to it cunflicia of law pinciPles.EyclusWe 0000001 ony•actions shall he n Mrrii. : lay iv ye sovereign and exempt ton the payment of sales,lien el-excise taxes.Vendor is De.de County,Florida.CITY is aritiftkl to the Ocreiets of anvere9n immunity. • : resouretalo ler and•shalt pay Any rases due meet:the Agthemem.Ill/err:or is Making any t Travel.Excenses.It CITY is responsitt0 for reintOorsing Vended tar travei expenS.A.s .- i peyrnant or CITY,Vendor shoe pay timely and not anserany amounts.CITY shall not maim pursue:1i to the Acme:rent bins shall be sublett to,end shalthestibmitted by Varna; I any deposes or prepay any airsourifs,any deposits are returalaisieascordance wah„§112.05 I,1$.one Clres Travel Policy aft,'resolves the tidy to: 3.Relationship of the Parties.Each of Ina parties loot independent coretrolor and county to nay travel ozpenses unless CITY appioves such axpensi4 5r acilerze,ir,writing, in Ine Aeree veru sbeldeswiate ny&the eropiM•ees Drage:as of nue prit'e,of amp'oyeeA-os g.Lo6bvne. Vender she be solely nisocinsible for lis nalsopliarice with the iebbyiny spins of toe other Vendor represents and warrants that to not on the Convicted Verido.r prottibilkths set(Ugh in Sections 2487 and/en 2-1E8 or the City Corte, List:sea§287.133,FS.,Each party hereby assumes all icon all:Zeal:le to the wine or h.Conflots.Vandorre,arronts het'et(notlistenth.end shall he respcasitne for,einoritienate we, negfgeni es-..ts,or omissions ol that party cram its ann.:els.employees,and agents thereof.Vender the mcginernents at Chapter 112,F&gide Stir aS, and oilier laurs a rui regoatiorisCOnCens4 Ad.asstirdes,sadh risk:with respect to the willful or neglgent eels or Ornissionsel Vended& ainfliSIS elate:sots in dealing with pubikt entities of the Slate of Ronda,viciaton al this subodavactais or perams other:Wee acting or engaged to aot at the instance at Vendor lit section shall te Mounds ler termination fur cease 01 the Agreement. ter:nuance of tuitilling tiensIM'S ati.4etionn under the Agrecatera. i $anp.iyal Anyautomr rho renew0rl.provision is hereby deletedto tba?Nal Inc.the a.Information,Vendor ar.itnOwledges that 9 documents,materials and Information turn sties Agreement is heti:over Op the City tsyand the initial term itaii.m pm:Alvin shall only be to Of Stamen by vendor in connection:Niro the Agreement(the`Informetion.)are end shall from smorithrlothnonth basis and shall not constitute an implied refiewal or the Agreement senses at as ti'ml•n•proprielary and the sole property of ciii,Vendor shah nal dtclase Said nvanih:10:Inerith erpaSiOn 540 he r.ess the,sante terms cm fna Conner.inoludiK es raterinadon In thins palsies unless it obtains CHY's prior w.ilten conSent CITY is sepleat In ioeorripen$egol iret perm,* ..ber:te.r 119 of Reda.Staluies, Ole Ronda Public Records Lew.The Agreerliern.this I. iierfrintatit'i),Upon alvir,g sr erze thirty 30)days'wave notice to Vardoi,CM'mei .., Adrierxhint and any related dscurnm;andror cottes000dance shall also bc<onia a pubic lerininthe the Agreement,at any*ma.eerier for cause or tor City's convenience,with or • *Cord stierA to inn Plink Records Law.regentleSS of any confidantiality pm:Vs:oft a:Alined Naar obligation to Venda:,other I'ono pro far any ponos re5e0e.0 or services reisdered Al iire Agreement.CITY may rest,:,:ond to public records requests without,providing Vendor any in compliance with ice Agreement prior to the&lesiva dale of lennination,CITY shalom 7.01kle IiV..reVeS,0 tine event CITY receives a request for Vendor's triformattort which is be LdbId tor any early tormination dames. In Vie event ol termination 55 rause,CCi it exempt Item di9.cle.sero pursuant to Ina-Public Record&LavA AHD'is clearly marked as hsairies An righty,nobble total law and to eqjity. conEfirottin CITY udit redact suctt thfarranean ham release,omnis olherwiSe authorized In k.Baud".Vendoragrs'eS to koeft arta mainiairsseparate and 5:dependent recent,A waling by Vendor.CAW may unitsterally'cancel the Agrecireal for vendors refusal la allow a:too:dean With generany accepted accounting srkiptes„duoth,g ex.:lust,*to its ' irubfz access toptibfe records reared:to the Agreurnent Addifonally,Vendershallcomply suiUn obigotions and act:Nit:as under the Agreement.Such records f lacludiag wot's.ledgent, I en a.ole raguhements of the?tax Records Laws,panioularfy d Vender is a'Cent:actor' 'metals,and siccoonts)shot contain ali entries folk:01r af the busir%ss oneralkess ender aS da6,,ad under§1111.0701,F.S.This pro:J.5ton shall cord/in the expite4an or re:mina:Ian the Agreasnent CITY or ilstheiredied agent snal:trans the right to audit end inspect such of the Agreanlek IF VENDOR HAS QUES1IONS REGARDING THE APPLICABILITY record's horn Nue to lane during toe Nom of the Agreement upon reasonable[laza to 1 OF CHAPTER lig TO VENDOR'S DUTY 10 PROVIDE PUBLIC RECORDS,11EN• Vendor. DOR MAY CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (3os)673.7411, I, qpieVart.Any to'In epdiorcobli,jon in the Agrearnern Cill ele tatova.,,,,sdho thatt,.%ga: a,ItTLIALGRAkADO4MIAVIIP.,..4,6CHL,A,QM, OR BY MAIL AT 1705 CONVENTION hereby helaled.ni he:earn ety and declared null an mon:(a)Grams ci arc:psi:ay Ey CI'? • CENTER 130 MIMI(BEACH,FL 33139, to vendor;11):Rwrictions on the irking of Veneor's employees;(c)CITY's reeporellinity to 5.!adorn.nity.Nothing In the Agreement shall be construed as a waive:of sovereign pay intangible.takes,properly lanes,ar sales Geist 0)CITY's(Oft santi:-(61 Aiictratiz . ., .. . . immunity nor as an indemnification of Vendor by,CITY,and.any'clause in the renewain Of Ole fen al the ATet.:01/K-411:fi-iittritallern-51-0M4ift9trecluillitigi-k+e4ifaeret, t,,.....:lot, i Agreement.providing for City to indemnify Vendor is hereby deleted to its entirety Vatedn''stfebrW fit)that CITY Perform*report:hp funchona andlar reenlairtecorialo types at •, ' :' .: ..., , . .and/en cull and vole, 0peranaiss Ii)Granting Vendor any right to audit CITYt 0 Attorneys'or collecten fees 6.Compliance.In its performance,Venda:SI:et alIn own ex}mrore,elan firm in tha term: previsions;Of)Arbitration and nentiaton clauses:and 0 Indemnification of Yonder by CITY. .• C.aeur : ane all apptictente pearnts,'licenses,consents,and approvers recess-3:y, rn,Asigerrient,Veadtg shaft not rissigo,transfer,dalepte,strhoonlrect.or ethenuAb dis.r.ose b.Gemet comply VII st applicahte,iede,fal,stMe,be,al taws and other governmental of tybsther vo'gntariy, Inuotunterily. or by operation of faw,ani Agai Cc 0lyi9antr .. ital]rilitlitn:n.macetkg those at ta CITY;r,nd hereunder withott the prier voitteo consent cat CITY,riot le bn unreasonably wit:hired.Any ef,,..4cy:commy with ad egrles the slate and Pa dam;law s and CITY ocrozfes one nrooeJareS such iniappro en essipmeril.sehountractirg or ltefiSfe e yo'd.No subcontracting or : gthisming rim use endfor sale-reaping of oarifiderniat highly SenSiirVe.&dirt perSOnellY da. getton shad relieve Vender of arty obalaticta or linbliey under the Agsaemsnt, wereliiiL-a or;prolatiod health information(as may be defined by L.',Yr federal law). 6,No-counterparts;Signatures,TO Acitilenleal may not be merited in cchastorparts,is Vaarior shall eblen%on advanceall slecesSary perrrresons and consents raortiree in regaid may be sigrealetettrakelly and SOCA einaltanis signaliiiaS She!'constitute an originer for . . to IS conntlan aridfor retell%of any surth thtennerlan, :in•purpeses.The parties tepieSent and ve,rent that any parson Wing the Atigra.ernen;Iris Me 7.GeneralProvisions. , authority:to ea so and teat such signature shall be suirre,eni to him(sleaster.Tris Agreement it kaiirli.TE es,‘rehlor.at a r*insain,warrants that lire iP,the goods.antgar seivicese to be shag bo ccr,skio.,ed t.,:,4„ed itkition pzr,es 5,grative,,s demte-d:,.4 fa.,.mie or e.o.iaz pkwieir.so by Vendor seili be free of any rneteriald'efecis Cal will Operate and Calori Is tuertsrn%einact A",:pa 1=1mi:inv.We,irolocing via DocuSitim..Sign signature as aocoale the sv,y,trieakas prohile.rt in r,a mareriat estoects Inrett4laut the term of tile ACIrwliti,`T'L Shill he:reeled 51 all!espaas as hav;ng the same force mat effect es en original signature. loin ,,vntrarity shall be In inhildm in any warranties prosdded in eta Agreement, s.puttintAt.vendor strait r.,os make any announcements RUeling to the AgrearnenL net shuts By signing nalow.Vendor's authorized representative agrees to Incorpolalo this il Ventre use iiilY's Pante,trademarks.log's.Cr marks,eigtont the prier mitten approval Addendum Into the Agreement,and hereby,executes this.Addendum as al tfte.dale set heat C17Y`sComininicelons Deeartnent in each instance.. forth below. C tr,sior,ya.CITY,coo.puha;body corporate entity,contracts and remserns tall is.seth ,,,y; l. , loathed lot titbit,/insutaixe„with sod protedca being eppScable In offirtem,employees, '''' 1 Byi„.„ steantS,find ager, while acring wl'hin the accipe ol a H:ir emplayaren!by CITY,Any ,... _ ...t......„.... . ,...,......_. , •: Jimmy L.%Prates.City Manager proviskinracuireg CaTY to provide or acgairi:s insurance.metro oaths than s rico sail. Dste..... • •(-` treciance anal',poi ce effect ve,'Pantie:shall neve and Sneftitein the.types and amooriM of — -fr-N inserancethwt atrornimurn,\vitt met vendor's for subccalrectoes;;exposure in performing sn'i ,Q L ' \-- 4.' -c 7 f> AN:love:dna to Fon and Legal StrIfiriency,_>,..-,' ,. ,".e.,', J i.„, '- . !ha A91e.aa:arg and name CITY es Aril:Iona!inSeteci rind he primary end nano:loner tory ,,777i7-7,-,-t..)—I:91,F- ,.1,e.n.orney - ...A on vat or ix.:z-...if.::iexteopt oy c.,,i0f,,ew clan beesam&bzolessioral dabilty),All prsk...'eS VENDOR: , sues he in a tom and IA Ottauctiata tionts reasonabiy sausfactory to CtiY,with insfirancs compaines reason:stiff aperovee by Girl and aufnonzed lo de husiness in the Slam el Ey,. riorja.Coffirates of all insorensa shall be depositen svlis CITY oror to the dam tel::74+ .....—,—...--,—.-.. Agieetrent diir:‘,SrjrarCr•p0,:•:rm arid Uri tEcares.:,:ilailtaltrirrr a provision OM it tail net be iiie-, Gone - ' . . ,