Master Subscription Agreement
This Master Subscription Agreement (“Agreement) is made by and between the party procuring Granicus Products and Services (“Client”) and Granicus, LLC, a Minnesota Limited 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 equi pment 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 Clie nt 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 th e 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 Or der or SOW must, generally, be signed by the Parties; although, when a validly-issued purchase order by Client accompanies the Order or SOW, then the Order or SOW need not be executed by the Parties. Each Order or SOW shall be governed by this Agreement regardless of any pre-printed legal terms on each Order or SOW, and by this reference is incorporated herein.
Denver, CO
800.314.0147
St. Paul, MN
800.314.0147
Washington, DC
800.314.0147
United Kingdom
+44.0845.467.2972
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2.2. Support. Basic support related to standard Granicus Products and Services is included within the fees paid during the Order Term. Granicus ma y 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 Or der 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 district s or governmental agencies will be provided by Granicus to Client and the applicable additional party upon written request.
3. Use of Granicus Products and Services and Proprietary Rights
3.1. Granicus Products and Services. The Granicus Products and Services are purchased by Client as subscriptions during an Order Term specified in each Order or SOW. Additional Granicus Products and Services may be added during an Order Term as described in Section 2.1.
3.2. Permitted Use. Subject to the terms and conditions of this Agreement, Granicus hereby grants during each Order Term, and Client hereby accepts, solely for its internal use, a worldwide, revocable, non-exclusive, non-transferrable right to use the Granicus Products and Services to the extent allowed in the relevant Order or SOW (collectively the “Permitted Use”).
3.2.1. Data Sources. Data uploaded into Granicus Products and Services must be brought in from Client sources (interactions with end users and opt-in contact lists). Client cannot upload purchased contact information into Granicus Products and Services without Granicus’ written permission and professional services support for list cleansing.
Granicus certifies that it will not sell, retain, use, or disclose any personal information provided by Client for any purpose other than the specific purpose of performing the Services outlined within this Agreement.
3.2.2. Passwords. Passwords are not transferable to any third party. Client is responsible for keeping all passwords secure and all use of the Granicus Products and Services accessed through Client’s passwords.
3.2.3. Content. Client can only use Granicus Products and Services to share content that is created by and owned by Client and/or cont ent 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 Gr anicus 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 distri buted or made available through Granicus Products and Services prior to approving th e presence of Advertising within Granicus Products and Services.
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3.2.5. Granicus Subscriber Information for Communications Cloud Suite only
3.2.5.1. Data Provided by Client. Data provided by Client and contact information gathered through Client’s own web properties or activities will remain the property of Client (“Direct Subscriber”), including any and all personally identifiable information (PII). Granicus will not release the data without the express written permission of Client, unless required by law.
3.2.5.2. Granicus shall not disclose the client’s data except to any third parties as necessary to operate the Granicus Products and Services (provided that the client hereby grants to Granicus a perpetual, noncancelable, worldwide, non- exclusive license to utilize any data, on an anonymous or aggregate basis only, that arises from the use of the Granicus Products and Services by the client, whether disclosed on, subsequent to, or prior to the Effective Date, to improve the functionality of the Granicus Products and Services and any other legitimate business purpose including the right to sublicense such data to third parties, subject to all legal restrictions regarding the use and disclosure of such information).
3.2.5.3. Data Obtained through the Granicus Advanced Network
3.2.5.3.1. Granicus offers a SaaS product, known as the Communications Cloud, that offers Direct Subscribers recommendations to subscribe to other Granicus Client’s digital communication (the “Advanced Network”). When a Direct Subscriber signs up through one of the recommendations of the Advanced Network, that subscriber is a “Network Subscriber” to the agency it subscribed to through the Advanced Network.
3.2.5.3.2. Access to the Advanced Network is a benefit of the GovDelivery Communications Cloud subscription with Granicus. Network Subscribers are available for use only on the GovDelivery Communications Cloud while Client is under an active GovDelivery Communications Cloud subscription. Network Subscribers will not transfer to Client upon termination of any Granicus Order, SOW or Exhibit. Client shall not use or transfer any of the Network Subscribers after termination of its Order, SOW or Exhibit placed under this Agreement. All information related to Network Subscribers must be destroyed by Client within 15 calendar days of the Order, SOW or Exhibit placed under this Agreement terminating.
3.2.5.3.3. Opt-In. During the last 10 calendar days of Client’s Order Term for the terminating Order, SOW or Exhibit placed under this Agreement, Client may send an opt-in email to Network Subscribers that shall include an explanation of Client’s relationship with Granicus terminating and that the Network Subscribers may visit Client’s website to subscribe to further updates from Client in the future. Any Network Subscriber that does not opt-in will not be transferred with the subscriber list provided to Client upon termination.
3.3. Restrictions. Client shall not:
3.3.1. Misuse any Granicus resources or cause any disruption, including but not limited to, the display of pornography or linking to pornographic material, advertisements, solicitations, or mass mailings to individuals who have not agreed to be contacted;
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3.3.2. Use any process, program, or tool for gaining unauthorized access to the systems, networks, or accounts of other parties, including but not limited to, other Granicus Clients;
3.3.3. Client must not use the Granicus Products an d 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 Produc ts and Services to develop any software application intended for resale which uses th e 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 us e 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 al l 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 thir ty (30) days of the date of invoice for said amount(s) at issue. Granicus will not exercise its rights under 4.1 above if Client has, in good faith, disputed an invoice and is diligently trying to resolve the dispute. Client’s failure to provide Granicus with notice of any disputed invoiced amount(s) shall be deemed to be Client’s acceptance of the content of such invoice.
4.3. Price Increases. Any price increases not negotiated in advance shall be provided by Granicus to Client at least thirty (30) days prior to the end of the Order Term. Upon each yearly anniversary during the term of this Agreement (including the Initial Term, all Extended Terms, and all Order Terms), the Granicus Product and Services fees shall increase from the previous term’s fees by up to ten (10) percent per year.
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5. Representations, Warranties and Disclaimers
5.1. Representations. Each Party represents that it has validly entered into this Agreement and has the legal power to do so.
5.2. Warranties. Granicus warrants that it takes all precautions that are standard in the industry to increase the likelihood of a successful performance for the Granicus Products and Services; however, the Granicus Products and Services are provided “AS IS” and as available.
5.3. Disclaimers. EXCEPT AS PROVIDED IN SECTION 5.2 ABOVE, EACH PARTY HEREBY DISCLAIMS ANY
AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ORAL AND WRITTEN,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT , AND FITNESS FOR A PARTICULAR PURPOSE.
GRANICUS DOES NOT WARRANT THAT GRANICUS PRODUCTS AND SERVICES WILL MEET CLIENT’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.
6. Confidential Information
6.1. Confidential Information. It is expected that one Party (Disclosing Party) may disclose to the other Party (Receiving Party) certain information which may be considered confidential and/or trade secret information (“Confidential Information”). Confidential Information shall include: (i) Granicus’ Products and Services, (ii) non-public information if it is clearly and conspicuously marked as “confidential” or with a similar design ation at the time of disclosure; (iii) non-public information of the Disclosing Party if it is iden tified 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 Part y 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 confid entiality imposed by law or rule; and (e) to exercise at least the same standard of care and security to protect the confidentiality of the Confidential Information received by it as it protects its own confidential information.
If a Receiving Party is requested or required in a judicial, administrative, or governmental proceeding to disclose any Confidential Information, it will notify the Disclosing Party as promptly as practicable so that the Disclosing Party may seek an appropriate protective order or waiver for that instance.
6.2. Exceptions. Confidential Information shall not include information which: (i) is or becomes public knowledge through no fault of the Receiving Party; (ii) was in the Receiving Party’s possession before receipt from the Disclosing Party; (iii) is rightfully received by the Receiving party from a third party without any duty of confidentiality; (iv) is disclosed by the Disclosing Party without any duty of confidentiality on the third party; (v) is independently developed by the Receiving Party without use or reference to the Disclosing Party’s Confidential Information; or (vi) is disclosed with the prior written approval of the Disclosing Party.
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6.3. Storage and Sending. In the event that Granicus Products and Services will be used to store and/or send Confidential Information, Granicus mu st be notified in writing, in advance of the storage or sending. Should Client provide such notice, Client must ensure that Confidential Information or sensitive inform ation 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 thirty (30) days prior to the end of the then-current Order Term, the Granicus Products and Services will automatically renew at the end ofeach 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, th en the terms and conditions contained in this Agreement shall continue to govern the outs tanding Order or SOW until termination or expiration thereof. If the Agreement is termin ated 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 de btors; 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 Ord er 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 Granic us all Fees due to Granicus through the date of expiration or termination.
7.5. Survival. All rights granted hereunder shall terminat e upon the latter of the termination or expiration date of this Agreement, or each Order or SOW. The provisions of this Agreement with respect to warranties, liability, choice of law and jurisdiction, and confidentiality shall survive termination of this Agreement and continue in full force and effect.
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8. Limitation of Liability
8.1. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL
GRANICUS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN AD VISED 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 CL IENT DATA; (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) LOSS OF BUSINESS; (D) DAMAGES ARISING
OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, OR RELATED TECHNICAL SUPPORT; OR (E) FOR ANY MATTER BEYOND GRANICUS’ REASONABLE CONTROL,
EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES OR DAMAGES.
8.2. LIMITATION OF LIABILITY. EXCEPT FOR CLIENT’S BREACH OF SECTION 3.3, IN NO INSTANCE SHALL EITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS
AGREEMENT (WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY CLIENT FOR THE GRANICUS PRODUCTS AND SERVICES DURING THE SIX (6) MONTHS
IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT DAMAGES. GRANICUS SHALL NOT BE RESPONSIBLE FOR ANY
LOST PROFITS OR OTHER DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES, HOWEVER CAUSED. NEITHER PARTY MAY INSTITUTE
AN ACTION IN ANY FORM ARISING OUT OF NOR IN CONNECTION WITH THIS AGREEMENT MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ARISEN. THE ABOVE LIMITATIONS WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS UNDER SECTION 4 ABOVE.
9. Indemnification
9.1. Indemnification by Granicus. Granicus will defend Client from and against all losses, liabilities, damages and expenses arising from any claim or suit by a third party unaffiliated with either Party to this Agreement (“Claims”) and shall pay all losses, damages, liabilities, settlements, judgments, awards, interest, civil penalties, and reasonable e xpenses (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 af fected solution and refund to Client any prepaid fees for the then-remaining or unexpired port ion 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 loginsor passwords assigned to Client) of any Granicus Products and Services other than in accordance with this Agreement. This section 9.1 sets forth Client’s sole and exclusive remedy, and Granicus’ entire liability, for any Claim that the Granicus
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Products and Services or any other materials prov ided 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 usin g 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 expe nse, 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.
9.4. Insurance. Granicus shall procure and obtain, at it s own expense, the Insurance set forth in Exhibit “B”, attached hereto and incorporated herein.
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 rel ationship 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 volun tarily 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) pers onal delivery; (b) the day of receipt, as shown in the applicable carrier’s systems, if sent via FedEx, UPS, DHL, or other
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nationally recognized express carrier; (c) the third business day after sending by U.S. Postal Service, First Class, postage prepaid, return receipt requested; or (d) sending by email, with confirmed receipt from the receiving party. Either Party may provide the other with notice of a change in mailing or email address in which case the mailing or email address, as applicable, for that Party will be deemed to have been amended.
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 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 Agre ement; (2) Orders; (3) all other SOWs or other purchase documents; (4) Granicus response to Client’s request for RFI, RFP, RFQ; and (5) Client’s RFI, RFP, RFQ. If Client issues a purchase or der, Granicus hereby rejects any additional or conflicting terms appearing on the purchase order or any other ordering materials submitted by Client. Upon request, Granicus shall reference a purchase order number on its invoices, provided, however, that Client acknowledges that it is Client’s responsibility to provide the corresponding purchase order information (including a purchase order number) to Granicus upon the creation of such a purchase order. Client agrees that a failure to provide Granicus with the corresponding purchase order shall not relieve Client of its obligations to provide payment to Granicus pursuant to Section 4.1 above.
10.11. Reference. Notwithstanding any other terms to the contrary contained herein, Client grants Granicus the right to use Client’s name and logo in Client lists and marketing materials.
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. [Signatures on Following Page]
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CITY OF MURRIETA GRANICUS, LLC, d/b/a GRANICUS
Kim Summers, City Manager Brendan Stierman, Manager, Contracts Attest:
Cristal McDonald, City Clerk
Approved as to Form:
Tiffany Israel, City Attorney
Exhibit A – Granicus Proposal for Murrieta, CA, dated June 24, 2022 Exhibit B – Insurance
McDonald, City Clerk
408 Saint Peter Street, Suite 600 THIS IS NOT AN INVOICE Order Form Saint Paul, MN 55102 Prepared for
United States Murrieta, CA
Order #: Q-182782
Prepared: 06/24/2022
Granicus Proposal for Murrieta, CA
ORDER DETAILS
Prepared By: Chloe Scheer
Phone:
Email: [email protected]
Order #: Q-182782
Prepared On: 06/24/2022
Expires On: 06/05/2022
Currency:
USD
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.)
Period of Performance: The term of the Agreement will commence on the date this document is signed and will continue for 36 months.
The Agreement will begin on date of signature and will continue through the end of the then current billing term, and will continue for an additional 24 months thereafter.
ORDER TERMS
Current Billing Term
End Date:
Order Form
Murrieta, CA
Order #: Q-182782
Prepared: 06/24/2022
PRICING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal.
Order Form
Murrieta, CA
Order #: Q-182782
Prepared: 06/24/2022
One-Time Fees
Solution Billing
Frequency Quantity/Unit One-Time Fee
Legistar - Setup & Configuration Upon Delivery 1 Each $2,000.00 Legistar - Online Training Upon Delivery 15.5 Hours $0.00 Legistar Administration Group Training Upon Delivery 2 Hours $0.00 Government Transparency - Setup &
Configuration
Up Front 1 Each $0.00
Granicus Encoding Appliance Hardware -
SDI (AMAX) (GT)
Upon Delivery 1 Each $3,500.00
Granicus Video - Online Training Upon Delivery 6 Hours $0.00 Boards and Commissions - Setup &
Configuration
Up Front 1 Each $0.00
Boards and Commissions Online Group
Training
Upon Delivery 1 Hours $0.00
eComment - Online Group Training Upon Delivery 2 Hours $0.00 eComment - Setup and Configuration Up Front 1 Each $0.00 VoteCast Display - Setup and Configuration Up Front 4 Hours $0.00 VoteCast Tablet (ME) - Setup and
Configuration
Up Front 4 Hours $0.00
VoteCast Display CPU (Dell) (ME) Upon Delivery 1 Each $980.00 US Shipping Charge B - Medium Item Upon Delivery 1 Each $60.00 iLegislate Voting - Setup and Configuration Up Front 1 Hours $0.00 Open Platform - Setup and Configuration Up Front 1 Hours $0.00 Send Agenda (Legistar) Set up and Config Up Front 1 Each $0.00 Open Platform - Setup and Configuration Up Front 1 Hours $0.00 Granicus Encoding Appliance Hardware -
Setup & Config
Upon Delivery 1 Each $0.00
US Shipping Charge C - Large Item Upon Delivery 1 Each $125.00 Open Platform - Setup and Configuration Up Front 1 Hours $0.00 VoteCast Display - Setup and Configuration Up Front 4 Hours $0.00 US Shipping Charge C - Large Item Upon Delivery 1 Each $125.00 govDelivery for Integrations Set Up and
Config
Up Front 1 Each $0.00
VoteCast - Online Training Upon Delivery 6 Hours $0.00
SUBTOTAL: $6,790.00
Order Form
Murrieta, CA
Order #: Q-182782
Prepared: 06/24/2022
New Subscription Fees
Solution Billing
Frequency Quantity/Unit Annual Fee
Legistar Annual 1 Each $12,936.00
Government Transparency Suite Annual 1 Each $8,352.00
Boards and Commissions Annual 1 Each $9,000.00
eComment Annual 1 Each $2,400.00
VoteCast Standard Package (Tablet) (ME) Annual 1 Each $4,800.00 Open Platform Suite Annual 1 Each $0.00
Send Agenda (Legistar) Annual 1 Each $0.00
Open Platform Suite Annual 1 Each $0.00
Open Platform Suite Annual 1 Each $0.00
govDelivery for Integrations Annual 1 Each $0.00
Granicus Encoding Appliance Software
(GT)
Annual 1 Each $1,200.00
FOIA Module Non Enterprise Annual 1 Each $3,000.00
PST Email Extractor Annual 1 Each $1,500.00
SUBTOTAL: $43,188.00
Please note, annual fees for new subscriptions will be prorated to align to Client's then-current billing term. Exceptions include Recurring Captioning Services, SMS, and Targeted Messages.
Order Form
Murrieta, CA
Order #: Q-182782
Prepared: 06/24/2022
FUTURE YEAR PRICING
Period of Performance
Solution(s)
Year 2 Year 3
Legistar $13,582.80 $14,261.94
Government Transparency Suite $8,769.60 $9,208.08
Boards and Commissions $9,450.00 $9,922.50
eComment $2,520.00 $2,646.00
VoteCast Standard Package (Tablet) (ME) $5,040.00 $5,292.00 Open Platform Suite $0.00 $0.00
Send Agenda (Legistar) $0.00 $0.00
Open Platform Suite $0.00 $0.00
Open Platform Suite $0.00 $0.00
govDelivery for Integrations $0.00 $0.00
Granicus Encoding Appliance Software (GT) $1,260.00 $1,323.00 FOIA Module Non Enterprise $3,150.00 $3,307.50
PST Email Extractor $1,575.00 $1,653.75
SUBTOTAL: $45,347.40 $47,614.77
Order Form
Murrieta, CA
Order #: Q-182782
Prepared: 06/24/2022
PRODUCT DESCRIPTIONS
Solution Description
Legistar Legistar is a Software-as-a-Service (SaaS) solution that enables government organizations to automate the entire legislative process of the clerk’s office. Clerks can leverage Legistar to easily manage the entire legislative process from drafting files, through assignment to various departments, to final approval. Legistar includes:
Unlimited user accounts
Unlimited meeting bodies and meeting types
Unlimited data storage and retention
Up to one (1) Legistar database
Up to one (1) InSite web portal
Government Transparency
Suite
Government Transparency are the live in-meeting functions. Streaming of an event, pushing of documents, and indexing of events.
Boards and Commissions Boards and Commissions is a Software-as-a-Service (SaaS) solution that enables government organizations to simplify the citizen application and appointment to boards process of the clerk’s office. Boards and Commissions includes:
Unlimited user accounts
Unlimited boards, commissions, committees, and subcommittees Unlimited storage of citizen applications
Access to up to one (1) Boards and Commissions site
Access to customizable, embeddable iFrame websites for displaying information to citizens
Access to a customizable online citizen application form including board-specific questions
Customizable forms for board details, appointment details, and internal tracking details
Pre-designed document PDFs for applications, board details and rosters, and vacancy reports
Downloadable spreadsheets for easy reporting
Optional custom templates for document or report generation may also be purchased for an additional fee.
Order Form
Murrieta, CA
Order #: Q-182782
Prepared: 06/24/2022
Solution Description
eComment eComment reduces staff time by providing the ability to effortlessly collect and manage citizen input on agenda items. Citizens are allowed to either submit comments in regards to items or sign up to speak before a scheduled meeting.
VoteCast Standard Package
(Tablet) (ME)
VoteCast is a hybrid Software-as-a-Service (SaaS) and Hardware-as-a- Service (HaaS) solution that enables government organizations to streamline the meeting process for both the clerk's office as well as elected officials. By leveraging this solution, the client will be able to automate meeting data capture and display – improving accuracy and keeping all attendees informed of meeting proceedings. Available on a variety of hardware as well as the iLegislate platform, elected officials can use their touchscreens or tablets to motion, second, vote, and request to speak. This data automatically populates to the clerk software (LiveManager) ensuring accuracy and reducing workload. As action items occur during the meeting, TVs or projectors hooked up to VoteCast Display will automatically show the current agenda item, motion on the floor, vote result, and speaker timer as well as speaker name. VoteCast includes:
Unlimited user accounts
Unlimited meeting bodies
Access to one Granicus platform site
Access to the VoteCast software application for elected officials Access to the VoteCast Display software application to output meeting proceedings to TVs or projectors in the meeting room Open Platform Suite Open Platform is access to MediaManager, upload of archives, ability to post agendas/documents, and index of archives. These are able to be published and accessible through a searchable viewpage.
Send Agenda (Legistar) Send Agenda is dependent on an active subscription to the relevant govMeetings agenda.
Legistar - Setup & Configuration Setup and Configuration for Legistar includes:
Access to an implementation consultant until project acceptance Access to existing Web-based recorded trainings around standard account functions and capabilities
Up to five (5) two-hour needs analysis calls with a business analyst Up to one (1) Standard Agenda and Minutes report template Configuration of up to one (1) meeting body or type
Order Form
Murrieta, CA
Order #: Q-182782
Prepared: 06/24/2022
Solution Description
Legistar - Online Training Legistar - Online Training is for online training for Legistar, which allows clients to have online sessions with a Granicus trainer to learn how to use the system.
Legistar Administration Group
Training
Legistar Admin - Online Training is for online training for Legistar Administration, which allows clients to have online sessions with a Granicus trainer to learn how to use the system.
Open Platform Suite Open Platform is access to MediaManager, upload of archives, ability to post agendas/documents, and index of archives. These are able to be published and accessible through a searchable viewpage.
Government Transparency -
Setup & Configuration
Setup and Configuration for Government Transparency Suite includes implementation of:
Up to one (1) View Page and Player template
Up to one (1) Live Manager configuration
Granicus Encoding Appliance
Hardware - SDI (AMAX) (GT)
AMAX Encoder with Osprey SDI Card. Used to pass commands and data from LiveManager that include Start/Stop of webcast, indexing, and document display. Also serves to distribute video and captions to be distributed to the CDN or Performance Accelerator.
Granicus Video - Online Training Granicus Video - Online Training Open Platform Suite Open Platform is access to MediaManager, upload of archives, ability to post agendas/documents, and index of archives. These are able to be published and accessible through a searchable viewpage.
Boards and Commissions -
Setup & Configuration
Setup and Configuration for Boards and Commissions includes:
Configuration of up to one (1) Boards and Commissions site Up to one (1) data import of historical legacy data from a previous system into Boards and Commissions
Boards and Commissions Online
Group Training
Boards and Commissions - Online Group Training is for Group training of Boards and Commissions, which allows clients to have up to six (6) users participate in online Group sessions with a Granicus trainer and other client users, to learn how to use the system.
Order Form
Murrieta, CA
Order #: Q-182782
Prepared: 06/24/2022
Solution Description
eComment - Online Group
Training
eComment - Online Group Training is for Group training of eComment, which allows clients to have up to six (6) users participate in online Group sessions with a Granicus trainer and other client users, to learn how to use the system.
VoteCast Display - Setup and
Configuration
Implementation includes:
Access to an implementation consultant until project acceptance Design service for VoteCast Display template updates
Access to video-based trainings around standard account functions and capabilities
The implementation process takes four to six weeks, on average, depending on the availability of stakeholders.
VoteCast Tablet (ME) - Setup
and Configuration
Implementation includes:
Access to an implementation consultant until project acceptance VoteCast installation on one of the following hardware setups: Dell CPU and ELO Touchscreens, Microsoft Surface tablets, or iLegislate- enabled devices
Access to video-based trainings around standard account functions and capabilities
The implementation process takes four to six weeks, on average, depending on the availability of stakeholders.
VoteCast Display CPU (Dell)
(ME)
Dell CPU hardware for VoteCast Display that outputs meeting information like current agenda item or vote results to displays in the meeting room such as TVs or projectors.
US Shipping Charge B - Medium
Item
US shipping of a medium item
iLegislate Voting - Setup and
Configuration
Setup and configuration of iLegislate Voting
Open Platform - Setup and
Configuration
Setup and configuration for Open Platform
Order Form
Murrieta, CA
Order #: Q-182782
Prepared: 06/24/2022
Solution Description
govDelivery for Integrations Send notification bulletins directly to constituents who subscribe to receive updates directly through Granicus (powered by govDelivery). Receive a monthly metrics report delivered via email to show subscriber growth and engagement activity for the past month of bulletin sends, and grow subscribers through access to the Granicus Advanced Network.
Note: govDelivery integrations is dependent on an active subscription to the relevant govMeetings agenda or govAccess CMS solutions.
Open Platform - Setup and
Configuration
Setup and configuration for Open Platform
Granicus Encoding Appliance
Software (GT)
Granicus Encoding Appliance Software (GT) This includes the LiveManager Software solution where webcasts are started/stopped, agendas amended and indexed, votes and attendance recorded, and minutes created.
Granicus Encoding Appliance
Hardware - Setup & Config
Remote configuration and deployment of an encoding appliance.
US Shipping Charge C - Large
Item
US shipping of a large item
Open Platform - Setup and
Configuration
Setup and configuration for Open Platform
VoteCast Display - Setup and
Configuration
Implementation includes:
Access to an implementation consultant until project acceptance Design service for VoteCast Display template updates
Access to video-based trainings around standard account functions and capabilities
The implementation process takes four to six weeks, on average, depending on the availability of stakeholders.
US Shipping Charge C - Large
Item
US shipping of a large item
Order Form
Murrieta, CA
Order #: Q-182782
Prepared: 06/24/2022
Solution Description
FOIA Module Non Enterprise FOIA Module Non Enterprise
PST Email Extractor PST Email Extractor
VoteCast - Online Training Virtual training session with a. Granicus professional services trainer
GRANICUS ADVANCED NETWORK AND SUBSCRIBER INFORMATION
Granicus Communications Suite Subscriber Information. o Data provided by the Client and contact information gathered through the Client's own web properties or activities will remain the property of the Client ('Direct Subscriber'), including any and all personally identifiable information (PII). Granicus will not release the data without the express written permission of the Client, unless required by law. o Granicus shall: (i) 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, non-cancelable, worldwide, non-exclusive license to utilize any data, on an anonymous or aggregate basis only, that arises from the use of the Granicus Products by the Client, whether disclosed on, subsequent to, or prior to the Effective Date, to improve the functionality of the Granicus Products 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).
Data obtained through the Granicus Advanced Network.
o 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.
o Network Subscribers are available for use while the Client is under an active subscription with Granicus. Network Subscribers will not transfer to the Client upon termination of any Granicus Order, SOW, or Exhibit. The 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 the Client within 15 calendar days of the Order, SOW, or Exhibit placed under this agreement terminating. o Opt-In. During the last 10 calendar days of the Client's subscription, the Client may send an opt- in email to Network Subscribers that shall include an explanation of the Client's relationship with Granicus terminating and that the Network Subscribers may visit the Client's website to subscribe to further updates from the Client in the future. Any Network Subscriber that does not opt-in will not be transferred with the subscriber list provided to the Client upon termination.
UPDATES TO SHARED SHORT CODES FOR SMS/TEXT MESSAGING (US CLIENTS
Order Form
Murrieta, CA
Order #: Q-182782
Prepared: 06/24/2022
ONLY):
Granicus will be migrating all clients with SMS/Text Messaging Solutions using a shared short code option to a unique standard toll-free number within the United States (International numbers not supported). Short Codes are recommended for Text-to-Subscribe functionalities, if enabled where available, for an additional fee.
Client must have explicit opt-in for all destinations sent to and adhere to all CTIA guidelines for the duration of its use.
Order Form
Murrieta, CA
Order #: Q-182782
Prepared: 06/24/2022
TERMS & CONDITIONS
Link to Terms: https://granicus.com/pdfs/Master_Subscription_Agreement.pdf This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of Murrieta, CA to provide applicable exemption certificate(s). 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. Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription.
Notwithstanding anything to the contrary, Granicus reserves the right to adjust pricing at any renewal in which the volume has changed from the prior term without regard to the prior term's per-unit pricing. Granicus will provide a three (3) year warranty with respect to required hardware. Within the three (3) year warranty period, Granicus shall repair or replace any required hardware provided directly from Granicus that fails to function properly due to normal wear and tear, defective workmanship, or defective materials.
Order Form
Murrieta, CA
Order #: Q-182782
Prepared: 06/24/2022
BILLING INFORMATION
Billing Contact: Purchase Order
Required?
[ ] - No
[ ] - Yes
Billing Address: PO Number:
If PO required
Billing Email: Billing Phone:
If submitting a Purchase Order, please include the following language:
The pricing, terms, and conditions of quote Q-182782 dated 06/24/2022 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order.
AGREEMENT AND ACCEPTANCE
By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and terms.
Murrieta, CA
Signature:
\s1\
Name:
\n1\
Title:
\t1\
Date:
\d1\
Exhibit B – Insurance
1. Insurance. Granicus, LLC. shall not begin the services under this Agreement until it has: (a) obtained, and upon City's request, provided to the City, insurance certificates reflecting evidence of all insurance, including copies of supporting policy documentation, as required in this Section; (b) obtained City approval of each company or co mpanies as required by this Section; and (c) confirmed that all policies contain the specific provisions required in this Section.
1.1. Types of Insurance. At all times during the term of this Agreement, Granicus, LLC. shall maintain insurance coverage as follows:
1.1.1. Commercial General Liability. Commercial General Liability (CGL) Insurance written on an occurrence basis to protect Granicus, LLC. and City against liability or claims of liability which may arise out of this Agreement in the amount of Two Million Dollars ($1,000,000) per occurrence and subject to an annual aggregate of Four Million Dollars ($2,000,000). There shall be no endorsement or modification of the CGL limiting the scope of coverage for either insured vs. insured claims or contractual liability. Additionally, the CGL policy shall expressly provide an endorsement that the City of Murrieta, its officers, employees, and volunteers are additional insureds under the policy.
1.1.2. Worker s’ Compensation. For all of Granicus, LLC. ’s employees who are subject to this Agreement and to the extent required by applicable state or federal law, Granicus, LLC. shall keep in full force and effect a Workers' Compensation policy. That policy shall provide employers' liability coverage as required by applicable state and/or federal Worker s’ Compensation laws, and Granicus, LLC. shall provide an endorsement that the insurer waives the right of subrogation against City and its respective elected offi cials, officers, employees, agents and representatives. In the event a claim under the provisions of the California Workers' Compensation Act is filed ag ainst City by a bona fide employee of Granicus, LLC. participating under this Agreement, Granicus, LLC. agrees to defend and indemnify the City from such claim.
1.1.3. Professional Liability . For all of Granicus, LLC. ’s employees who are subject to this Agreement, Granicus, LLC. shall keep in full force and effect Professional Liability coverage for professional liability with a limit of One Million Dollars ($1,000,000) per claim and One Million Dollars ($1,000,000) annual aggregate. Granicus, LLC. shall ensure both that: (1) the policy retroact ive date is on or before the date of commencement of services under this Agreement; and (2) the policy will be maintained in force for a period of three years after termination of this Agreement or substantial completion of services under this Agreement, whichever occurs last. Granicus, LLC. agrees that for the time period defined above, there will be no changes or endorsements to the policy that increase the City's exposure to loss.
1.2. Cyber Liability. Insurance with limits not less than Two Million Dollars ($2,000,000) per occurrence or claim and Two Million Dollars ($2,000,000) annual aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Granicus, LLC. in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of pr ivate information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. The policy shall be in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or
destruction of electronic data and/or information “property” of City that will be in the care, custody, or control of Granicus, LLC. . Insurer Requirements. All insurance required by express provision of this Agreement shall be carried only by responsible insurance companies that are rated “A-” and “V” or better by the A.M. Best Key Rating Guide, and are licensed to do business in the State of Califo rnia. City will accept insurance provided by non-admitted “surplus lines” carriers only if the carrier is authorized to do business in the State of California.
1.3. Deductibles. All deductible s on any policy shall be the responsibility of Granicus, LLC. and shall be disclosed to City at the time the evidence of insurance is provided.
1.4. Specific Provisions Required. Except for Professional Liability and Cyber Liability, each policy required under this Section shall expr essly provide, and an endorsement shall be submitted to City, that the policies are primary and non-contributory to any insurance that may be carried by City.
1.5. Indemnity Not Limited by Insurance . Granicus, LLC. ’s liabilities, including, but not limited to, Granicus, LLC. ’s indemnity and defense obligations under this Agreement, shall not be deemed limited in any way to the insurance coverage required herein. Maintenance of specified insurance coverage is a material element of this Agreement, and Granicus, LLC ’s failure to maintain or renew coverage or to provide evidence of renewal during the term of this Agreement may be treated as a material breach of contract by City.