2019/04/04 Granicus, LLC Assumption agreement ASSUMPTION AGREEMENT
This Assumption Agreement is made and entered into on this day of&:�110
19,by and between Granicus,
LLC,a Minnesota Limited Liability Company(hereinafter refs ed to as"Granicus"), and the City of Menifee,CA
(hereinafter referred to as"Client"),with reference to the following:
WHEREAS,on May 9,2016,the Client entered into a contract for professional services with Accela,Inc.
(hereineafter referred to as "Accela") for the IQM2 products Agenda & Minutes, Digital Boardroom and Civic
Streaming. A copy of the contract is attached hereto as Exhibit A and hereinafter referred to as the"Agreement;"
WHEREAS, Granicus represents and warrants to the Client that through the acquisition of IQM2,Accela's
Legislative Management business,it is the successor in interest to Accela,Inc.,in relation to the Agreement;and
WHEREAS,the parties wish to formalize Granicus assumption of rights and obligations under the Agreement
effective as of the date first above written.
NOW THEREFORE,IN CONSIDERATION of the mutual promises in this Assumption Agreement,and for
the other good and valuable consideration,the receipt and sufficiency of which are acknowledged by the parties,it is
agreed as follows:
1. Granicus accepts and assumes all rights, duties, benefits, and obligations of the Accela Agreement,
including all existing and future obligations to pay and perform under the Agreement.
2. Further supplements to,or modifications of,the Agreement shall be approved in writing by both parties.
3. Notices required under the Agreement shall be directed to:
Granicus,LLC
408 St.Peter Street,Suite 600
Saint Paul,MN 55102
Attn:Contracts
4. The Client hereby consents to Granicus assumption of the Agreement to continue the services provided
under the Accela,Inc.Agreement. No waivers of performance or extensions of time to perform are
granted or authorized. The client will treat Granicus as Accela,Inc.,for all purposes under the
Agreement. Except as provided herein,all other terms and conditions of the Agreement remain in full
force and effect.
IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption Agreement
effective as of the date first above written.
CITY OF MENIF ' GRANICUS,LLC
(Authorized ignature) (Author' Signa ure)
ARMANDO-G.YILLA _DQ-Wy,_ e_ftba,
Print NanLlTY MANAGER Print Name
CITY OF MENIFEE
Title Title
(Execution Date) (Execution ate)
EXHIBIT A
MAccela CITY OF MENIFEE-ACCELA LEGISLATIVE MANAGEMENT
ORDER SCHEDULE 2016
pity of Menifee
Accela Legislative Management
April 25, 2016
Kevin Strauss
Business Development Executive
(631)389-3691
kstrauss@accela.com
Page 1 of 4 f Cily of Menifee—Legislative Management Order Schedule
MAcceta CITY OF MENIFEE—ACCELA LEGISLATIVE MANAGEMENT
ORDER SCHEDULE 2016
SS60AARMT07C101 Legislative Management-Agenda&Minutes T07 P76K-100K 1 $13,100.00
SS60ACSTT07CI01 Legislative Management-Civic Streaming T07 P75K-100K 1 $5.900.00
SS60ADBRT07CI01 Legislative Management-Digital Boardroom T07 P75K-100K 1 $5,900.00
Customer Name City of Menifee
Customer Contact Derek Williamson
Customer Address 29714 Haun Rd.,Menifee,California 92586
1.: .:4,1:t,j
Invoices will be sent out using the term start and end dates below:
Contract Term 12 Months
Term Start 07/01/2016
Term End 06/30/2017
Payment Due Net 30 days from invoice date
PO Required?(YIN):N PO#(If required)
Page 2 of 4 I City of Menifee—Legislative Management Oiclet Schedule
MAccela CITY OF MENIFEE—ACCELA LEGISLATIVE MANAGEMENT
ORDER SCHEDULE 2016
1. IMPORTANT NOTICH TO USER- Accela,Inc. ("Accela") owns all intellectual property In the software products listed ip
Section 7 below, (collectively"Software'l. Customer shall not modify,adept, translate, rent, lease or otherwise attempt to
discover the Software source code.This Agreement will be governed by the laws in force In the State of California.
2. Software license. The Software subscription services and the accompanying Files, software updates, lists and
documentation are licensed, not sold,to you.You may Install and Use a copy of the Software on your compatible computer
for the purpose of connecting to the hosted service provided by Accela as long as you are a currentsubscrlber and maintain
Your monthly or annual continued services for the applicable licenses. Except as expressly set forth herein,Accela disclaims
any and all express and implied warranties, including but not Ilmited to warranties of merchantability and fitness for a
particular purpose,
3. Continued Services
3.1 Updates and Renewals. If the Software Is an Update to a previous version of the Software, you must possess a valid
license to the previous version in order to use the Update. Corrections of substantial defects in the Software so that the
Software will operate as purported will be rectified by Accela. Customer agrees to install all updates, including any
enhancements,for the Software in accordance wlth the Instructions provided by Accela.
3.2 Hosting. Accela agrees to maintain Customer data In a secure datacenter and Is committed to providing 99.9%uptime
and availablilty. Accela will perform nightly backups of your hosted data to an alternate physical location.
3.3 Ownership of Data. All hosted data belongs to the Customer. Within thirty(30)calendar days following termination of
this Agreement, Accela will provide a complete copy of Customer's data without additional charge through a downloadable
backup or DVD.
4. Payment Terms&Fees
4.1 Terrn and Termination. unless❑therwlse stated above In the Order Detail of this order schedule,Subscription terms are
twelve (12)calendar months In duration. The initial Term of this Agreement Is effective as of the date of the Customer's
signature("Effective Date")and will continue for 12 months unless otherwise stated In the order detail. At the end of the
Initial term, Customer's subscription will renew for an additional 12 month term unless Customer provides written notice to
Accela not less than sixty(60)calendar days prior to the end of the Initial term. Provided Accela notifies Customer not less
than sixty(60)calendar days prior to the end of said prior term,Accela reserves the right to Increase the annual fees by 7%
an the anniversary date of each annual term.
4.2 Payment Terms, Annual Subscription Services of USDg24,900.00 will commence on July 1, 2016 or the
effective date of the agreement,whichever is later.Each subsequent annual billing will occur on the anniversary date
of Initial term, Payment Terms are NET 30 Days from the invoice date.
4.3 In exchange for Its use of the Subscribed Services,Customer will pay to Accela the amounts Indicated in the Order.Said
amounts are based on services purchased and not actual usage; payment obligations are non-cancelable and fees paid are
non-refundable, except as otherwise specifically-provided herein. Unless otherwise stated, such fees do not include any
taxes, levies,duties or slm€lar governmental assessments of any nature,including but not limited to value-added,sales, use
or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction ("Taxes"). Customer is
responsible for paying all Taxes associated with its purchases hereunder. If Accela has the legal obligation to pay or collect
Taxes for which Customer is responsible,the appropriate amount will be invoiced to and paid by Customer, unless Accela is
provided wlth a valid tax exemptlon certificate authorized by the appropriate taxing authorlty. Accela is solely responsible
for taxes assessable against It based on its Income, property and employees.
4.4 On-Site Support and Expenses. Should on-site support requiring travel by Accela staff be requested by Customer,Accela
will provide on-site assistance at Accela's then-current time-and-materials rates. In addition to these charges,Customer will
compensate Accela for associated airfare, lodging, rental transportation, meals, and other incidental expenses as such
expenses accrue and will be billed at cost and Invoiced separately.
4.5 Hardware. Hardware, If any, Is provided at no additional cost. Accela does not warrant any hardware. Should Accela
furnish encoder hardware as part of the Civic Streaming (fka MediaTraq) video streaming service, hardware warranty Is
through manufacturer repair or replacement only.Any hardware Issues requiring new equipment not covered by the warranty
will be billed to the client at cost.Any upgrades,addltiona€encoders,etc. will be till led to cllent. Any hardware furnished to
client as part of Accela's services Is to be returned to Accela upon terminatlon of associated services.
Pace 3 of 4 J City of Menifee-Legislative Management Ordei Schedule
MAccela CITY OF MENIFEE-ACCELA LEGISLATIVE MANAGEMENT
ORDER SCHEDULE 2016
S.Limitation of Liability. Accela will,at ail times during the Agreement,maintain appropriate Insurance coverage. To the
extent not offset by its insurance coverage and to the maximum extent permitted by applicable laws,In no event wlll Accela's
cumulative liability for any general,Incldental,special.compensatory,or punitive damages whatsoever suffered by Customer
or any other person or entity exceed the fees paid to Accela by Customer during the twelve(12)calendar months immediately
precedfng the circumstances which give rise to such claims) of[lability, even If Accela or Its agents have been advised of
the possibility of such damages.
6.Alternate Terms Disclaimed.The parties expressly disclaim any alternate terms and conditlons accompanying drafts
and/or purchase orders issued by Customer.
This Order Schedule is entered into between Customer and Accela. Customer accepts and agrees to adhere to the Terms and
Conditions with this order schedule, will be referenced as the "Agreement."This Agreement between Customer and Accela,
which Customer hereby acknowledges and accepts, constitutes the entire agreement between Accela and Customer governing
the Serv[ces referenced above. Customer represents that Its s}gnatory below has the authority to bind Customer to the terms
of this Agreement.
Contract Term 12 Months
5peefai Terms Secuon 4.1-Replace last sentence with the following two sentences-
Accela will Increase the annual fees by 12%In the first renewal period. Provided Accela notifles Customer not less than
sixty(60)calendar days prior to the end of the first renewal period.Accela reserves the right to Increase the annual fees by
7`K an the anniversary dale of eacll suvsequent renewal parlod,
First Name: ,Ann-Marie last Name: I Etienne
Tide: I.Account Clerk
Email Address: accountspayable ra cilyo€"meniCee.us
Phone Number. 951-672-6777
Vendor Accela,Ind CIlenl Cily o{Menlro
Signed By
Signed By
Date Date Ma 2016
Title Title City an e er
NamIPrinll Name{Priori [{otr J0lxlson
Glen! Ctry of 141onlroe Cllant City or Manifee
Signed By Signed By
Name Wrintl Name(Print)
Title Title
Data Date
Pnge 4 0l 4 Clly of Mendee-Legislnhve Management Order Schedule