2019/04/04 Granicus, LLC Assumption Agreement (3)ASSUMPTION AGREEMENT
This Assumption Agreement is made and entered into on this day of January 2019, by and between Granicus,
LLC, a Minnesota Limited Liability Company (hereinafter referred 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 MENFET)
f
(Authorized Signature)
aG.-1lli..l..A
Print NaTITY MANAGER
CITY OF MENIFEE
Title
(Execution Date)
GRANICUS, LLC
(Authorized Signature)
Print Name
Title
(Execution Date)
M Accela
EXHIBIT A
CITY OF MENIFEE — ACCELA LEGISLATIVE MANAGEMENT
ORDER SCHEDULE 1 2016
City of Menifee
Accela Legislative Management
Kevin Strauss
Business Development Executive
(631) 389-3691
kstrauss@accela.com
Page 1 of 4��
April 25, 2016
City of Menifee — Legislative Management Order Schedule
MAccela
CITY OF MENIFEE — ACCELA LEGISLATIVE MANAGEMENT
ORDER SCHEDULE 2016
Products and Services
SS60AA&MT07CI01 Legislative Management -Agenda & Minutes T07 P75K-100K 1 $13,100.00
SS60ACST'r07CIO1 Legislative Management - Civic Streaming T07 P75K-100K 1 $5,900.00
SS60AD13RT07CIO1 Legislative Management - Digital Boardroom T07 P75K-100K 1 $5,900.00
.,4tr.{al:•i �:l, �I�+i�nl iie�_i3jnjii
Customer Name
City of Menifee
Customer Contact
Derek Williamson
Customer Address
29714 Haun Rd., Menifee, California 92586
Agreement-
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? (Y/N): N
PO# (If required)
Page 2 of 4 I City of Menifee — Legislative Management Oidei Schedule
MAccela
CITY OF MENIFEE — ACCELA LEGISLATIVE MANAGEMENT
ORDER SCHEDULE 1 2016
Terms • Conditions
1. IMPORTANT NOTICE TO USER: Accela, Inc. ("Accela") owns all intellectual property in the software products listed in
Section 7 below, (collectively "Software'l. Customer shall not modify, adapt, 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 current subscriber 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 limited 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 with 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 availability. 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 OVD.
4. Payment Terms & Fees
4.1 Term and Termination. Unless otherwise 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%
on the anniversary date of each annual term.
4.2 Payment Terms. Annual Subscription Services of USD$24,900.00 will commence on 3uly 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 similar 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 with a valid tax exemption certificate authorized by the appropriate taxing authority. 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, additional encoders, etc. will be billed to client. Any hardware furnished to
client as part of Accela's services is to be returned to Accela upon termination of associated services.
Page 3 of 4 I Cily of Menifee - Legislntive Management Ordei Schedule
MAccelaCITY OF MENIFEE — ACCELA LEGISLATIVE MANAGEMENT
ORDER SCHEDULE 1 2016
5. Limitation of Liability. Accela will, at all 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 will Accela's
cumulative liability for any general, incidental, 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
preceding the circumstances which give rise to such clalm(s) of liability, 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 conditions 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 Services referenced above. Customer represents that its signatory below has the authority to bind Customer to the terms
of this Agreement.
Contract Term 1 12 Months
Special Terms Section 4.1- Replace last sentence with the following two sentences -
Accela will Increase the annual fees by 12`K In the first renewal period. Provided Accela notifies 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% on the anniversary date of each subsequent renewal period.
First Name:
Accounting•ntact Information
Ann -Marie Last Name: jhtienne
Title:
,Account Clerk
Email Address:
accountspayable@cityofinenifee.us
Phone Number:
Vendor
951-672-6777
SectionSignLiture
Accela, Inc. Client City of Manita
Signed By
Signed By
Date
Date
May
2016
Title
Title
City Manager
Name (Printl
Client
Additional•
City of Men(foe
Name (Print}
Client
Ito1) J011t150r}
City of Menifee
Signed By
Signed By
Name (Print)
Name (Print)
Title
Title
Date
Date
Page 4 of 4 1 City of Menifee — Legislative Management Order Schedule