Master Subscription Agreement with Granicus, LLC.

Version March 2024 
Master Subscription Agreement 
US/Canada 
This Master Subscription Agreement (“Agreement”) is effective as of the date last signed below 
(“Effective Date”) between City of Glendale (“Client”) and Granicus, LLC, a Minnesota Limited Liability 
Company for those Clients residing in the US, or Granicus Canada Holdings, U.L.C., an unlimited liability 
corporation for those Clients residing in Canada (“Granicus”).  
1. 
Definitions. For the purpose of this Agreement, the following terms have the corresponding 
definitions:
“Content” means any material or data: (i) displayed or published on Client’s website; (ii) provided by Client 
to Granicus to perform the Services; or (iii) uploaded into Products. 
“Products” means the online or cloud subscription services, on premise software, and embedded 
software licensed to Client, and hardware components purchased by Client under this Agreement; 
“IP Rights” means all current and future worldwide statutory or other proprietary rights, whether 
registered or unregistered, including but not limited to, moral rights, copyright, trademarks, rights in 
designs, patents, rights in computer software data base rights, rights in know-how, mask work, trade 
secrets, inventions, domain or company names and any application for the foregoing, including 
registration rights.   
“Order” means a binding proposal, written order, or purchasing document setting forth the Products 
made available to Client pursuant to this Agreement; 
“Services” means the consulting, integration, installation, and/or implementation services to be 
performed by Granicus as described in the SOW;  
“SOW” means a statement of work agreed to by the parties that references this Agreement and describes 
the Services and Deliverables provided as part of a Services engagement pursuant to the Services 
provisions set forth in this Agreement; and 
2. 
Intellectual Property Ownership and Use Rights.
a)
Intellectual Property Ownership.   Granicus and its licensors own all IP Rights in the Products.
Client and its authorized users have no right, title or interest in the Products other than the license rights
expressly granted herein. All rights not expressly granted in the Products are reserved by Granicus or its
licensors.
b)
License to Products. Granicus hereby grants Client a non-exclusive, non-transferable license to
access and use the Products identified in the Order during the Term set forth therein. In addition to the
terms of this Agreement and the Order, product-specific license terms applicable to certain of the
Products can be found at www.Granicus.com/legal/licensing and are hereby incorporated into this
Agreement by reference.  Granicus reserves all right, title and interest in and to all Granicus Products,
including all rights not expressly granted to Client under this Agreement.

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c) 
Third Party Contractors.  Client may permit its third-party contractors to access and use the 
Products solely on behalf of and for the benefit of Client, so long as: (i) such contractor agrees to comply 
with this Agreement as if it were Client; (ii) Client remains responsible for each contractor's compliance 
with this Agreement and any breach thereof; and (iii) all volume or transaction-based use of the Products 
includes use by contractors.  All rights granted to any contractor terminate immediately upon conclusion 
of the Services rendered to Client that give rise to such right.  Upon termination of such rights, contractor 
will immediately cease all use of the Products and uninstall and destroy all confidential or proprietary 
Granicus information in its possession. Client will certify compliance with this section in writing upon 
Granicus’ request. 
 
d) 
Data Sources. Client may only upload data related to individuals that originates with or is owned 
by Client.  Client shall not upload data purchased from third parties without Granicus’ prior written 
consent and list cleansing Services provided by Granicus for an additional fee. Granicus will not sell, use, 
or disclose any personal information provided by Client for any purpose other than performing Services 
subject to this Agreement.  
 
e) 
Content. Client can only use Products to share Content that is created by or owned by Client 
and/or Content for affiliated organizations, provided that use by Client for affiliated organizations is in 
support only, and not as a primary communication vehicle for such organizations that do not have their 
own license to the Products. Granicus does not own the Content submitted by Client nor is Granicus 
responsible for any Content used, uploaded or migrated by Client or any third party. 
 
f) 
Advertising. Client shall not use Products to promote products or services available for sale 
through Client or any third party without Granicus’ prior written consent. 
 
g) 
 Restrictions.  Client shall not: 
 
(i) 
Use or permit any end user to use the Products to store or display adult content, promote 
illegal or immoral activities, send or store infringing, obscene, threatening or unlawful or 
tortious material or disrupt others use of the Products, network services or network 
equipment, including unsolicited advertising or chain letters, propagation of computer 
worms and viruses, or use of the Products to make unauthorized entry into any other 
device accessible via the network or Products; 
(ii) 
Disassemble, decompile, reverse engineer or make derivative works of the Products; 
(iii) 
Rent, lease, lend, or host the Products to or for any third party, or disclose the Products 
to any third party except as otherwise permitted in this Agreement or an Order or SOW; 
(iv) 
Use the Products in violation of any applicable law, rule, or regulation, including violation 
of laws regarding the processing, use, or disclosure of personal information, or violation 
of any United States export control or regulation, United States embargo, or denied or 
sanctioned parties prohibitions;  or 
(v) 
Modify, adapt, or use the Products to develop any software application intended for 
resale which uses or competes with the Products in whole or in part.  
 
3. 
Term; Termination.

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a) 
Agreement Term.  This Agreement begins on the Effective Date and remains in effect for the 
period set out in the Order (“Initial Term”), which is 12 months. 
 
b) 
Order Term.  Each Order will be effective on the date set out therein and will remain in effect 
during the Initial Term identified in such Order. Client shall have the right to renew this Agreement for 
three (3) one-year terms (each, a “Renewal Term”).  The Initial Term and all Renewal Terms are 
collectively, the “Term”. 
 
c) 
SOW Term.  Each SOW will begin on the effective date of the SOW and will remain in effect until 
the Services are completed, this Agreement is terminated, or the termination date set out in the SOW 
(the “Termination Date”), whichever is later. If no specific Termination Date is designated in the SOW, 
Client may terminate the SOW upon thirty (30) days written notice to Granicus.  
 
d) 
Termination for Default.  Either party may terminate this Agreement or any Order or SOW by 
written notice if the other party commits a material breach of this Agreement or the applicable Order or 
SOW and fails to cure such breach within thirty (30) days after receipt of such notice, or an additional 
period of time as agreed to by the parties. 
 
e) 
Non-Appropriation.  Client may terminate this Agreement or any Order or SOW by providing 
Granicus written notice during the Renewal Term for lack of appropriation so long as Client has made best 
efforts to secure the necessary consents for renewal and obtain appropriate funds for payment of the 
fees. 
 
f) 
Effect of Termination.  Upon expiration or termination of an Order or SOW for any reason: (i) 
Client’s right to access and use the Products will immediately cease (except for perpetual licenses granted 
under an Order, which will continue to be governed by this Agreement for the duration of the license); (ii) 
Client will promptly remit any fees due to Granicus under all Orders and SOWs; (iii) Granicus will promptly 
cease performance of any Services; and (iv) the parties will return or destroy any Confidential Information 
of the other party in its possession, and certify upon request to the other party of compliance with the 
foregoing.  Client will have thirty (30) days from the expiration date of a subscription to extract or 
download any Content stored in the Products.  Granicus has no obligation to retain any Content after such 
thirty (30)-day period nor is Granicus responsible for extracting the data on Client’s behalf absent separate 
written agreement and the payment of additional fees. 
g) 
Survival.  Sections 4 (Fees, Payment), 9 (Confidentiality), 10 (Indemnification), 11 (Limitation of 
Liability), 13 (Governing Law) and any other clause that by its nature is intended to survive will survive 
termination of this Agreement indefinitely or to the extent set out therein. 
 
4. 
Fees; Payment. 
   
a) 
Fees. Client will pay all fees, costs and other amounts as specified in each Order or SOW. Annual 
fees are due upfront at the beginning of each annual term.  Services fees and one-time fees are due 
according to the billing frequency specified in each Order or SOW. Granicus may suspend Client’s access 
to any Products if there is a lapse in payment not remedied promptly upon notice to Client. A lapse in the 
Term of each Order or SOW will require the payment of a setup fee to reinstate the subscription. All fees 
are exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is 
Client’s responsibility to provide applicable exemption certificate(s).

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b) 
Payment. Client will remit payment of the fees due within thirty (30) days of receipt of an accurate 
invoice from Granicus or its authorized reseller, or if Client is subject to different payment terms imposed 
by applicable regulation, such required payment duration.  Any disputed amounts will be identified in 
writing to Granicus within the payment period or be deemed accurate and payable. With respect to any 
amount due to Granicus which is not paid within thirty (30) days of an undisputed invoice, Granicus may 
apply interest at the rate of one and half percent (1.5%) per month, or such lesser amount required by 
law, assessed from the due date through the date of payment.  Client acknowledges and agrees that 
orders placed by Client for Products and Services will be non-cancellable and the fees paid are non-
refundable unless otherwise expressly stated in the Agreement.  
   
c) 
Purchase Orders.  Upon request, Granicus will reference a purchase order number on its invoices 
if Client provides the corresponding purchase order information to Granicus prior to generating the 
invoice. Client agrees that a failure to provide Granicus with purchase order information will not relieve 
Client of its obligations to provide payment in accordance with this section. 
  
d) 
Price Changes. Subject to any price schedule or pre-negotiated fees to which this Agreement or 
an Order may be subject, Granicus will provide notice of any price changes prior to the end of the current 
Term, which subject to Section 3.b, will become effective as of the next Renewal Term.  Such notification 
may be made via Order, email, or invoice provided by Granicus.  Renewals at the same volume amount 
will be negotiated between the parties and Granicus agrees not to increase the fees more than five 
percent (5%) over the prior year’s fees.  Purchases of additional Products will be at Granicus’ then-current 
price and licenses, subject to volume or transaction metrics, and will be reviewed annually prior to 
commencement of the Renewal Term, with fees adjusted to cover increases in Client’s use. 
  
e) 
Cooperative Purchasing.   To the extent permitted by law the terms of this Agreement may be 
extended for use by other municipalities, school districts and governmental agencies. Orders and SOWs 
entered into by such third parties are independent agreements between the third party and Granicus and 
do not affect this Agreement or any Order or SOW between Granicus and Client.   
 
f) 
Overages.  For any Products or Services purchased in tiers, with volume caps, specified number 
of users, or other measured metrics, it is the Client’s responsibility to purchase up to the level of use 
needed by Client.  Any overage will be charged to Client at the then-current rate for such tier or volume, 
or the rate set forth in Client’s pricing arrangements with Granicus or Granicus resellers. 
 
5. 
Client Responsibilities. 
 
a) 
Content.  Client will be solely responsible for the Content submitted to the Products and will 
comply with all laws, rules and regulations relating to the use, disclosure and transmission of such 
Content, including providing such to Granicus. Client represents and warrants it has the legal right to 
provide the Content to Granicus and that such use or disclosure does not violate the intellectual property, 
privacy or other legal rights of any third party. Content or data provided by Client and contact information 
gathered through Client’s own web properties or activities will remain the property of Client. Client grants 
Granicus a limited, non-exclusive right during the Term to access and use the Content to provide the 
Products and Services.  Content does not include user feedback related to the Products or Services, which 
Granicus is free to use without any further permission or consideration to Client.  In addition, Content 
does not include data generated by use of the Products, including system data and data derived from

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Content in an aggregated and anonymized form, which may be used by Granicus for any and all business 
purposes including diagnostics and system and product improvements. 
  
b) 
Data Backup and Protection.  Client will maintain a back-up of any data or data files provided to 
Granicus. For certain Products, Granicus offers functionality that requires subscribers to enable password 
protection of subscriber profiles and associated data.  Client assumes all responsibility for implementing 
and enforcing this security functionality in its sole discretion.   
 
c) 
Passwords.  Sign-on credentials used to access the Products are non-transferable. Client is 
responsible for keeping all passwords secure and for all use of the Products through Client’s sign in 
credentials. 
 
d) 
Cooperation.  Client will provide any assistance reasonably required by Granicus to perform the 
Services, including timely review of plans and schedules for the Services and reasonable access to Client’s 
offices for Services performed onsite. 
   
e) 
Third-Party Technology.  Client will be responsible for securing all licenses for third party 
technology necessary for Granicus to perform the Services (including the right for Granicus to use such 
technology) and will be responsible for the performance of any third-party providing goods or services to 
Client related to the Services, including such third party’s cooperation with Granicus. 
 
f) 
Use of Messaging Services.  Client may use Products to send emails and messages to users and 
third parties.  Client is solely responsible for any such message and their content, including securing the 
legal right to send the message.  Messages may be blocked, delayed, or prevented from being delivered 
by destination servers and other reasons outside of Granicus’ control, and there is no warranty that 
messages will reach their intended destination in a given timeframe. 
 
6. 
Support. Basic support and maintenance services provided to Client for Products (“Support”) is 
included in the fees paid for the Granicus Product subscription or maintenance during the Term and will 
be 
provided 
in 
accordance 
with 
the 
Service 
Level 
Agreement 
set 
forth 
at 
www.granicus.com/legal/licensing.  Granicus may update its Support obligations under this Agreement, 
so long as the level of Support agreed to by the parties is not materially diminished due to such 
modification.  
 
7. 
Representations; Warranties; Disclaimers. 
 
a) 
Representations. Each Party represents that it has validly entered into this Agreement and has 
the legal power to do so. 
  
b) 
Warranties:  
 
(i) 
Each party warrants that it has the rights necessary to grant to the other party the licenses 
granted in this Agreement. 
 
 
(ii) 
Granicus warrants that it will perform its obligations in a professional and workmanlike 
manner in accordance with industry standards.

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(iii) 
Client’s sole and exclusive remedy and Granicus ’ sole obligation for breach of the 
warranties in this Section are as follows: (i) for a breach of the warranty in Section 7.b.(i), the indemnity 
in Section 10 of this Agreement; and (ii) reperformance of the non-conforming Services for a breach of 
the warranty in Section 7.b.(ii), provided that Client notifies Granicus of a non-conformity in this Section 
during the thirty (30) day period following Granicus’ completion of the applicable Services. 
c) 
Disclaimers. EXCEPT AS EXPRESSLY STATED IN THIS THIS SECTION, THE PRODUCTS AND SERVICES 
ARE PROVIDED “AS IS” AND GRANICUS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, 
INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-
INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. GRANICUS DOES NOT WARRANT THAT 
PRODUCTS OR SERVICES WILL MEET CLIENT’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL 
BE UNINTERRUPTED OR ERROR FREE.  
 
8. 
Services. 
 
a)  
Granicus will perform Services in accordance with this Agreement and the SOW. Granicus is not 
obligated to provide any Services unless set out in the SOW.  Unless otherwise set out in the SOW or as 
agreed to by the parties the Services will be performed remotely.  Any estimates provided in the SOW, 
including expected hours to complete the Services and any timeline provided by Granicus, are based on 
known functional requirements and technical environments as of the effective date of the SOW.  Changes 
or delays in the work schedule originating with Client are subject to the project change procedure and 
may result in an increase in fees. 
  
b)  
Granicus grants Client a non-exclusive, non-transferable, royalty-free, perpetual license to use the 
Deliverables on behalf of and for the benefit of Client independently and with the Products. Granicus 
retains all right, title and interest to the Deliverables except for those rights expressly granted to Client 
and reserves all rights not otherwise expressly granted herein. Deliverables and Services are deemed 
accepted upon delivery unless otherwise set forth in a SOW. “Deliverable(s)” means any computer 
software, and related written documentation, reports or materials developed by Granicus; 
 
c)  
Any modifications to the Services must be in writing and signed by authorized representatives of 
each party. Granicus personnel performing Services at Client’s offices will comply with Client’s policies 
and procedures in effect at such location. 
 
d) 
If agreed to by the Parties in the SOW, Client will also pay for all reasonable travel-related and 
out-of-pocket expenses incurred by Granicus in the performance of the Services in accordance with 
Client’s travel and expense policy which will be provided to Granicus in writing (or Granicus’ policy if none 
is provided by Client) and which will be billed monthly and due thirty (30) days following date of invoice.  
 
9.     Confidentiality. During performance of the Services, each party may receive Confidential Information 
of the other party. 
 
a)  
“Confidential Information” means all confidential and/or trade secret information of either party 
(“Disclosing Party”), including but not limited to: (i) Granicus’ Products; (ii) non-public information if it is 
clearly and conspicuously marked as “confidential” or with a similar designation at the time of disclosure; 
(iii) non-public information of the Disclosing Party if it is identified as confidential and/or proprietary 
before, during, or promptly after presentation or communication; and (iv) any information that should be

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reasonably understood to be confidential or proprietary given the nature of the information and the 
context in which disclosed, in each case that is disclosed to the other party (“Receiving Party”) or to which 
the Receiving Party gains access in connection with performance of the Services. 
 
b)  
Subject to freedom of information, government transparency, or similar applicable law, each 
Receiving Party will receive and hold any Confidential Information in strict confidence and will:  (i) protect 
and safeguard the Confidential Information against unauthorized use, publication or disclosure; (ii) not 
reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential Information except as 
specifically authorized by the Disclosing Party; (iii) not use any Confidential Information for any purpose 
other than in performance of this Agreement; (iv) restrict access to Confidential Information to those of 
its advisors, officers, directors, employees, agents, consultants, contractors and lobbyists who have a need 
to know, who have been advised of the confidential nature thereof, and who are under express written 
obligations of confidentiality or under obligations of confidentiality imposed by law or rule; and (v) 
exercise at least the same standard of care and security to protect the confidentiality of the Confidential 
Information received by it as it protects its own confidential information, but no less than a reasonable 
degree of care. 
 
c) 
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, unless such notification is prohibited by law or judicial order. 
 
d)  
The foregoing obligations do not apply to information that: (i) is already public or becomes 
available to the public through no breach of this section; (ii) was in the Receiving Party’s lawful possession 
before receipt from the Disclosing Party; (iii) is lawfully received independently from a third party who is 
not bound by a confidentiality obligation; or (iv) is independently developed by or on behalf of the 
Receiving Party without use of any Confidential Information. 
 
e)  
Upon written request of the Disclosing Party, the Receiving Party agrees to promptly return or 
destroy all Confidential Information in its possession, and certify its destruction in writing, provided that 
the Receiving Party may retain a copy of the returned or destroyed items for archival purposes in 
accordance with its records retention policies and subject to this section. 
 
f)  
Disclosing Party may be irreparably damaged if the obligations under this section are not enforced 
and as such may not have an adequate remedy in the event of a breach by Receiving Party of its obligations 
hereunder. The parties agree, therefore, that Disclosing Party is entitled to seek, in addition to other 
available remedies, an injunction restraining any actual, threatened or further breaches of the Receiving 
Party’s obligations under this section or any other appropriate equitable order or decree. 
 
10.     Indemnification. 
 
a)  
Granicus will defend, indemnify and hold Client harmless from and against all losses, liabilities, 
damages and expenses including reasonable attorney fees (collectively, “Losses”) arising from any claim 
or suit by an unaffiliated third party that the Products or Deliverables, as delivered to Client and when 
used in accordance with this Agreement and the applicable Order or SOW, infringes a valid U.S. copyright 
or U.S. patent issued as of the date of the applicable Order or SOW (a “Claim”).

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b) 
To the extent permitted by applicable law, Granicus will have control of the defense and reserves 
the right to settle any Claim.  Client must notify Granicus promptly of any Claim and provide reasonable 
cooperation to Granicus, upon Granicus’ request and at Granicus’ cost, to defend such Claim. Granicus 
will not agree to any settlement which requires acknowledgment of fault or an incurred liability on the 
part of an indemnified party not otherwise covered by this indemnification without indemnified party’s 
prior consent. Client may elect to participate in the defense of any claim with counsel of its choosing at 
its own expense. 
  
c) 
If the Products or Deliverables are subject to a claim of infringement or misappropriation, or if 
Granicus reasonably believes the Products or Deliverables may be subject to such a Claim, Granicus 
reserves the right, in its sole discretion, to: (i) replace the affected Products or Deliverable with non-
infringing functional equivalents; (ii) modify the affected Products or Deliverable to render it non-
infringing; or (iii) terminate this Agreement or the applicable Order or SOW with respect to the affected 
Granicus Product or Deliverable and refund to Client any prepaid fees for the then-remaining portion of 
the Order or SOW Term. 
 
d) 
Granicus will have no obligation to indemnify, defend, or hold Client harmless from any Claim to 
the extent it is based upon: (i) a modification to the Granicus Product or Deliverable by anyone other than 
Granicus; (ii) a modification made by Granicus pursuant to Client’s required instructions or specifications 
or in reliance on materials or information provided by Client; (iii) combination with the Products or 
Deliverable with non-Granicus software or data; or (iv) Client’s (or any authorized user of Client) use of 
any Products or Deliverables other than in accordance with this Agreement.  
 
e) 
This section sets forth Client’s sole and exclusive remedy, and Granicus’ entire liability, for any 
Claim that the Products, Deliverables or any other materials provided by Granicus violate or infringe upon 
the rights of any third party.  
 
11.  
Limitation of Liability. 
 
a)  
EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, UNDER 
NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR ANY: (I) SPECIAL, INDIRECT, PUNITIVE, 
INCIDENTAL, OR CONSEQUENTIAL DAMAGES; OR (II) LOSS OR DAMAGE TO DATA, LOST PROFITS, SALES, 
BUSINESS, GOODWILL OR ANTICIPATED SAVINGS, WHETHER AN ACTION IS IN CONTRACT OR TORT 
(INCLUDING NEGLIGENCE) AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN 
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  
 
b)  
IN NO EVENT, EXCEPT FOR CLIENT’S OBLIGATIONS TO PAY AMOUNTS DUE UNDER THE ORDER OR 
SOW, OR GRANICUS’ INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 10 (INDEMNIFICATION), 
WILL EITHER PARTY’S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS ARISING IN CONNECTION WITH 
THIS AGREEMENT (IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE) EXCEED THE AMOUNT 
OF FEES PAID BY CLIENT TO GRANICUS IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE THE 
DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM.  HOWEVER, IF CLIENT HAS PAID 
NO FEES UNDER THE TERMS OF AN ORDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE 
OF THE INCIDENT GIVING RISE TO THE CLAIM, THE AGGREGATE LIABILITY OF GRANICUS TO CLIENT FOR 
SUCH CLAIM SHALL NOT EXCEED FIVE THOUSAND DOLLARS ($5,000). 
 
12.  
General.

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a)
Force Majeure. With the exception of payment obligations, any delay in the performance by
either party of its obligations hereunder will be excused when such delay in performance is due to any
cause or event of any nature whatsoever beyond the reasonable control of such Party, including, without
limitation, any act of God; any fire, flood, or weather condition; any computer virus, worm, denial of
service attack; any earthquake; any act of a public enemy, war, insurrection, riot, explosion or strike;
provided, that written notice thereof must be given by such Party to the other Party within twenty (20)
days after occurrence of such cause or event.
b)
Independent Contractor. Each party is an independent contractor and employees of each party
are not considered to be employees of the other party.  No agency, partnership, joint venture or other
joint relationship is created by this Agreement.  The parties shall not make any commitments binding on
the other or make any representation that they are acting for, or on behalf of, the other. Each party
assumes full responsibility for the actions of its personnel while performing the Services and such party
will be solely responsible for the supervision, daily direction, control of its personnel, and for the payment
of all of their compensation and any taxes related thereto.
c)
Publicity. Neither party will use the name of the other party in publicity releases or similar activity
without the consent of the other party, except Granicus may include Client’s name and logo in client lists
and similar communications.
d)
Waiver.  No waiver of any breach of any provision of this Agreement or the SOW by either party
or the failure of either party to insist on the exact performance of any provision of this Agreement or the
SOW will constitute a waiver of any prior, concurrent or subsequent breach of performance of the same
or any other provisions hereof, and no waiver will be effective unless made in writing.
e)
Notices.  Other than routine administrative communications, which may be exchanged by the
Parties via email or other means, all notices, consents, and approvals hereunder will be in writing and will
be deemed to have been given upon: (i) personal delivery; (ii) the day of receipt, as shown in the applicable 
carrier’s systems, if sent via FedEx, UPS, DHL, or other nationally recognized express carrier; (iii) the third
business day after sending by U.S. Postal Service, First Class, postage prepaid, return receipt requested;
or (iv) 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:
Granicus 
Client 
Contracts 
ATTN: 
1152 15th Street NW, Suite 800 
Washington DC 20005 
Address: 
1-800-314-0147
Phone: 
contracts@granicus.com 
Email: 
f)
Severability.  If any provision of this Agreement, Order, or SOW, or portion thereof, is held to be
invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be severed and
the remaining provisions of the Agreement, Order or SOW will remain in full force and effect.
City of Glendale
Innovation & Technology
6835 N. 57th Dr., Suite 100
Arlene Chemello
(623) 930-2880
achemello@glendaleaz.com

Page 10 of 11 
g)
Assignment.  Neither Party may assign, delegate, or otherwise transfer this Agreement or any of
its rights or obligations hereunder without the prior written consent of the other Party (such consent not
to be unreasonably withheld).  Notwithstanding the foregoing, either Party may assign this Agreement
with reasonable notice to the other party to an affiliate or to a successor in interest resulting from
acquisition of all, or substantially all, of the assigning party’s business by means of merger, stock or asset
purchase, or otherwise. Any assignment or attempted assignment in violation of this Agreement will be
null and void. This Contract will bind and inure to the benefit of each party’s permitted successors and
assigns.
h)
Amendment.  This Agreement may not be amended or modified except by a written instrument
signed by authorized representatives of both Parties.
i)
Applicable Law.  Each party will, at all times, exercise its rights and perform its obligations under
this Agreement in compliance with all applicable law, rules, and regulations.
j)
Headings. The various section headings of this Agreement are inserted only for convenience of
reference and are not intended, nor will they be construed to modify, define, limit, or expand the intent
of the Parties.
k)
No Third-Party Beneficiaries. This Agreement is binding upon and inures solely to the benefit of
the Parties hereto and their respective permitted successors and assigns; there are no third-party
beneficiaries to this Agreement.
l)
Conflict of Interest.  Granicus certifies that it is not engaged in any current project or business
transaction, directly or indirectly, nor has it any interest, direct or indirect, with any person or business
that might result in a conflict of interest in the performance of the Agreement, Order, or SOW.
m)
Anti-Corruption.  Neither Party has received or been offered any illegal or improper bribe,
kickback, payment, gift, or item of value from an employee or agent of the other Party in connection with
this Agreement.  If Client learns of any violation of the above restriction, Client shall immediately notify
Granicus.
n)
Discrimination and Harassment Prohibited.  Each Party will comply with all applicable local, state
and federal laws and regulations prohibiting discrimination and harassment.
13.
Governing Law. If Client is a public entity (a state or any agency or authority thereof, or county,
city or town, public educational institution or other entity that serves a public purpose), this Agreement
will be governed by and construed in accordance with the laws of the state in which the public entity is
located, with venue being a court of competent jurisdiction within such state.  If Client is the Federal
government of the United States or any branch or agency thereof, this Agreement will be governed by the
laws of the United States with venue being any Federal district court of competent jurisdiction.  If Client
is a private or commercial entity, this Agreement will be governed by the laws of the state of New York,
without reference to the state’s conflict of law principles, with exclusive jurisdiction of the state and
federal courts located in the borough of Manhattan, New York, New York. If Client is located in Canada,
this Agreement will be governed by the laws of the Province of Ontario with suit brought only in the

THIS IS NOT AN INVOICE
Order Form
Prepared for
Glendale, AZ
Order #: Q-337677
Prepared: 17 Jun 2024
Page 1 of 6
Granicus Proposal for Glendale, AZ
ORDER DETAILS
Prepared By:
Phone:
Email:
Order #:
Prepared On:
Expires On:
Gene Nagy
eugene.nagy@granicus.com 
Q-337677
17 June 2024
15 July 2024
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 12 months.
ORDER TERMS
EXHIBIT A - SCOPE OF WORK

Order Form 
Glendale, AZ
Order #: Q-337677
Prepared: 17 Jun 2024
 Page 2 of 6
PRICING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this
Proposal.
New Subscription Fees
Solution
Billing 
Frequency
Quantity/Unit
Annual Fee
SmartGov User License
Annual
60 Each
$66,620.40
SmartGov Code Enforcement
Annual
1 Each
$0.00
SmartGov Licensing
Annual
1 Each
$0.00
SmartGov Permitting
Annual
1 Each
$0.00
SmartGov Public Portal
Annual
60 Each
$21,168.00
SmartGov Connector Parcel
Annual
1 Each
$0.00
SmartGov Connector GIS
Annual
1 Each
$0.00
SmartGov Connector Merchant
Annual
1 Each
$1,344.56
SUBTOTAL:
$89,132.96

Order Form
Glendale, AZ
Order #: Q-337677
Prepared: 17 Jun 2024
Page 3 of 6
PRODUCT DESCRIPTIONS
Solution
Description
SmartGov User License
Licenses for User-based annual subscription for chosen SmartGov 
module(s). Does not include Public Portal.
SmartGov Code Enforcement
Annual subscription for SmartGov Code Enforcement Module for 
managing service requests and complaints.
SmartGov Licensing
ÊAnnual subscription for SmartGov Licensing Module for contractor 
registration, rental registration, business licensing.
SmartGov Permitting
ÊAnnual subscription for SmartGov Permitting Module for building and 
planning permits, inspections, and contacts.
SmartGov Public Portal
Annual subscription to the SmartGov Public Portal to use with user-based 
annual subscriptions to the licensing, permitting, and/or code 
enforcement modules. The SmartGov portal is a public facing self-service 
web portal for citizens, businesses and contractors.
SmartGov Connector Parcel
SmartGov Parcel Connector supports up-to-date parcel information 
including address, parcel, owner, and zoning information. Parcel 
information is automatically updated on a regular basis through the Parcel 
Connector, which pulls the information from the master parcel database 
typically held at a County's Assessor's Office or in a GIS database.
SmartGov Connector GIS
SmartGovÕs integrated GIS Browser enables spatial visualization of any 
number of GIS layers along with permits, projects, inspection, and code 
enforcement cases. Subscriber is responsible for contracting separately 
with ESRI map service provider and ESRI configuration. SmartGov 
Requirements for Map Connector Integration: ArcGIS for Server 10.4 or 
ArcGIS for server Enterprise Standard 10.7.1 (OR) ArcGIS Online. Subscriber 
Map Service must be publicly accessible and require no user 
authentication of any kind. The Map Service must include a parcel layer 
with a designated field having parcel numbers that exactly match those 
provided in the Parcel Connector source data (this layer may be the same 
as that provided for the Parcel Connector if no authentication is required 
for access). Support for Feature, Tiled, and Web Map Services is not 
included. Custom base maps are not supported. Select Base maps from 
the ESRI base map library will be available for use.
SmartGov Connector Merchant
Connection to one merchant in the back office and/or portal from a list of 
available options. Subscriber remains responsible for the relationship with 
the provider.

Order Form
Glendale, AZ
Order #: Q-337677
Prepared: 17 Jun 2024
Page 4 of 6

Order Form
Glendale, AZ
Order #: Q-337677
Prepared: 17 Jun 2024
Page 5 of 6
TERMS & CONDITIONS
•
This quote, and all products and services delivered hereunder are governed by the terms located at 
https://granicus.com/legal/licensing, including any product-specific terms included therein (the “License 
Agreement”).  If your organization and Granicus has entered into a separate agreement or is utilizing a contract 
vehicle for this transaction, the terms of the License Agreement are incorporated into such separate agreement 
or contract vehicle by reference, with any directly conflicting terms and conditions being resolved in favor of the 
separate agreement or contract vehicle to the extent applicable.
•
If submitting a Purchase Order, please include the following language: The pricing, terms and conditions of quote 
Q-337677 dated 17 Jun 2024 are incorporated into this Purchase Order by reference and shall take precedence 
over any terms and conditions included in this Purchase Order.
•
This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It 
is the responsibility of Glendale, AZ to provide applicable exemption certificate(s).
•
Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate 
the subscription.

Order Form
Glendale, AZ
Order #: Q-337677
Prepared: 17 Jun 2024
Page 6 of 6
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-337677 dated 17 Jun 2024 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.
Glendale, AZ
Signature:
\s1\
Name:
\n1\
Title:
\t1\
Date:
\d1\

EXHIBIT B 
 
 
METHOD AND AMOUNT OF COMPENSATION 
Pricing is based on deliverables defined in the City’s Scope of Work attached as Exhibit A. 
 
NOT TO EXCEED AMOUNT 
The total amount of compensation paid to Contractor must not exceed $97,335 for the entire term of the 
agreement.  
 
DETAILED PROJECT COMPENSATION 
Description 
Amount 
Estimated 
Sales Tax 
(9.2%) 
Total 
SmartGov Annual Subscription 
1/31/24 to 1/30/25 
$89,132.96 
$8,200.23 
$97,333.19* 
 
*Rounded to $97,335

granicus.com | info@granicus.com 
 page 1 
granicus.com 
REGIONAL HOURS OF AVAILABILITY AND SUPPORT CONTACT CHANNELS 
Region 
Regular Support Hours 
Support Contact Channels 
USA 
Monday - Friday 
8:00 AM-8:00 PM EST 
Excluding Federal Holidays 
support.granicus.com 
1-800-314-0147
Canada 
Monday - Friday 
8:00 AM-8:00 PM EST 
Excluding Statutory Holidays 
support.granicus.com 
1-800-314-0147
Europe 
Monday - Friday 
9:00 AM-5:00 PM GMT 
Excluding Statutory Holidays 
support.granicus.com 
+44 (0) 800 032 7764
Australia & New 
Zealand 
Monday - Friday 
9:00 AM-5:30 PM AEST 
Excluding National Holidays and Victorian 
public holidays 
support.granicus.com 
+61 3 9913 0020
Subscribers 
govDelivery Help
Monday - Friday 
8:00 AM-8:00 PM EST 
Excluding US Federal Holidays 
subscriberhelp.granicus.com 
subscriberhelp@granicus.com 
1-800-439-1420 USA
+44 (0) 808 234 7450 Europe
Emergency Support 
Emergency technical support is available 24/7 by phone only for customers 
experiencing a Level 1 outage as defined below 
TECHNICAL SUPPORT SEVERITY LEVEL DEFINITIONS 
Severity 
Level 
Description 
Time to 1st 
Response 
Granicus Action 
Level 1 
EMERGENCY 
Incident represents 
complete unavailability of 
the Granicus Products for all 
users and no workaround is 
available 
Within 
two (2) 
hours 
Incident response process is initiated upon verification. Work 
on a resolution begins immediately (24/7/365). Notifications 
and updates of resolution or work arounds are provided to 
affected clients via case, or if several clients are affected, via 
status.granicus.com.  
Level 2 
SEVERELY 
IMPAIRED 
Incident occurs when a 
major feature of the 
product is not working or 
fails repeatedly and there 
is no workaround available 
Within 
four (4) 
hours 
Incident response process is initiated upon verification.  Case 
is evaluated whether a solution or acceptable work around 
can be achieved.  Notifications and updates of resolutions or 
work arounds are provided to affected clients via case, or if 
several clients are affected, via status.granicus.com  
Level 3 
IMPAIRED 
Incident occurs when a 
primary feature of the 
product is not working as 
expected and an 
acceptable workaround is 
available  
Within 
one (1) 
business 
day 
Upon verification case is assigned and work on resolution 
begins within 1 business day. If the issue is reported after hours, 
it will not be assigned until the next business day.  
Level 4 
LOW IMPACT 
Incident that has a limited 
business impact; primary 
functionality is unaffected 
Within 
three (3) 
business 
days 
Upon verification case is assigned and work on resolution 
begins within 3 business days. If the issue is reported after 
hours, it will not be assigned until the next business day.  
Granicus shall use commercially reasonable efforts to resolve incidents affecting Granicus Products. Incidents that require 
debugging of programming code may need to be corrected during the next regular update cycle. Resolution time will be based 
on the details and severity of an incident. Regular follow-ups will be communicated with the customer until final resolution is 
reached 
EXHIBIT C - SERVICE LEVEL AGREEMENT

granicus.com | info@granicus.com 
 page 2 
granicus.com 
PRODUCT AVAILABILITY 
Granicus will use commercially reasonable efforts to make the Granicus Products Available 99.9% of the 
Available Hours of Operation, calculated on a calendar quarter basis, as follows: 
[(Total time in a quarter – Unexpected Downtime – Scheduled Downtime – Service Disruption) / (Total time in a 
quarter – Schedule Downtime – Service Disruption)] * 100 
Reasonable efforts are made to avoid Scheduled Downtime to perform maintenance, however, in 
circumstances where Scheduled Downtime is required, notification will be posted at least 10 days in advance 
for all Product Suites, scope of maintenance activities may be refined to ensure adherence to published 
schedule.    Customers can subscribe to product specific email notifications on the status page 
status.granicus.com 
Notifications for Granicus Products of any system-wide outages will be posted to status.granicus.com and will 
occur within one (1) hour from the time the issues are first recognized by Granicus. 
Reports of Unscheduled Downtime will be provided upon request up to once per calendar quarter. 
Term 
Definition 
Availability 
ability of a user to access the Granicus Product via the internet.  Granicus uses industry-
standard third-party monitoring to measure Availability through URL monitoring (HTTP) 
Available 
Hours of 
Operation 
twenty-four hours a day, seven days per week, minus Scheduled Downtime 
Maintenance 
updates, upgrades, bug fixes, and patches to the Granicus Products.  Maintenance times 
vary by Product. An up-to-date maintenance schedule can be found at status.granicus.com. 
Scheduled 
Downtime 
is the period when the Granicus Product may be inaccessible to permit Granicus to perform 
Maintenance services 
Service 
Disruption 
is the downtime arising from causes beyond the reasonable direct control of Granicus, such 
as events caused by Client's action or inaction, force majeure, interruption or failure of digital
transmission links or telecommunications, certificate expirations, hostile network attacks, issues
arising with customer Domain Name Systems (DNS), or Client Web Application Firewall (WAF).
Unscheduled 
Downtime 
is any time after the first five minutes of downtime where the Granicus Product is not Available 
in any way. 
OUTAGE CREDIT 
Any credit provided within this Technical Support and Availability document will be referred to as an Outage 
Credit. The Outage Credit shall be applied as credit to the customer’s following renewal term for the customer’s 
affected Granicus Product and will be added to the end of the then-current period of performance and shall 
be provided upon the customer’s request. 
Outage Credit is available solely to the extent Unscheduled Downtime created unavailability of the entire 
Granicus product. Unscheduled Downtime does not include Service Disruption. In no event shall any credit for a
calendar quarter exceed the seven (7) days of Outage Credit. Granicus shall have the ability to determine at its 
reasonable discretion whether Unscheduled Downtime has occurred. 
Per calendar quarter, Granicus will provide Outage Credit as follows: 
Site Outage per Quarter 
(Unless Otherwise Specified Below) 
Amount of Outage Credit 
(Unless Otherwise Specified Below) 
>99.9%
No Outage Credit 
99.8-98.0% 
1 day credit 
97.9-97.0% 
3 days credit 
96.9% or less 
7 days credit