city of westport

City of Westport

Mission Statement The purpose of Westport City Government is to make

decisions that lead our City into the future to create a safe and attractive community where people want to live, work and play

Agenda

Regular Council Meeting

Monday, September 13, 2021 @ 7:00 PM

The meeting will be available to attend in-person or through zoom, see link

bottom of agenda. Page

1. AGENDA APPROVAL

2. CONSENT AGENDA

2.1. Approve minutes of August 30, 2021

08-30-21

3 - 5

2.2. Approve Payroll Checks #16702-16711, Direct Deposits and EFTs totaling

$87,362.88

3. PUBLIC COMMENTS

4. APPROVE CLAIM CHECKS

4.1. September Claims Checks #16701, 16712-16808, & EFTs totaling

$303,284.68 Sept Check Reg

6 - 12

5. ORDINANCES & RESOLUTIONS

5.1. Proposed Ordinance #1655, 2nd Reading-Reduces the sewer rate increase

Sewer Rate Ord

13 - 14

5.2. Proposed Ordinance, 1st Reading-Vacates 8' of the alley abutting Lot 11,

Blk 18, Grand Army Addition Alley Vac-Schiffner-Hahn

15

5.3. Proposed Ordinance, 1st Reading-Updates the BLA Fee

BLA Fee update

16

5.4. Proposed Ordinance, 1st Reading-Updates the Street Vacation Fee

St Vac fee update

17

6. STAFF REPORTS

6.1. Clerk-Treasurer

6.2. Police Chief

6.3. Public Works

7. COUNCIL COMMENTS

8. ATTORNEY'S REPORT

9. MAYOR'S REPORT

of 32

10. NEW BUSINESS

10.1. Exp request-Museum projects, additional cost

Exp Req-Museum proj

18

10.2. Granicus Proposal & Agreement

10.3. Granicus Proposal & Agreement

Granicus agreement

19 - 32

11. PUBLIC COMMENTS

12. EXECUTIVE SESSION

13. ADJOURNMENT

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City of WestportRegular City Council Meeting

August 30, 2021MINUTES

The meeting was called to order at 7:00 p.m. by Mayor Bearden. The Pledge of Allegiance to the Flag was recited.Roll taken and a quorum established. Present: Louis Summers, Tom Aronson, Tom Fleckenstein, Melissa Huerta,

Mayor Rob Bearden.Absent: Rose JensenStaff Present:

Clerk-Tres. Margo Tackett, Police Chief Nate Saunders, PW Director Kevin Goodrich, City Attorney Wayne Hagen, Jr.

1. Agenda ApprovalThere were 2 items to add to the agenda: Item 5.0 Proposed ordinance, first reading, reduces the sewer rate increase and 10.3 Asphalt repairs expenditure request. Motion to approve with the added items was made by Huerta, seconded by Fleckenstein, carried.

2. Consent Agenda2.1 Approve minutes of August 19, 2021.

2.2 Approve Payroll Checks #16687-16700, EFT's and Direct Deposits totaling $144,274.11.Motion to approve Items 2.1 and 2.2 was made by Summers, seconded by Huerta, carried.

3. Public Hearing3.1 Alley vacation request abutting Lot 11, Block 18, Grand Army Add., by Carli

Schiffner & Summer Hahn. The public hearing was opened at 7:03 by Mayor Bearden. There were no comments. The hearing was closed at 7:04. Motion to bring forward an ordinance approving the vacation was made by Summers, seconded by Aronson, carried.

4. Public CommentsCarli Schiffner thanked the City staff for their help in the vacation process.

5. Ordinances & ResolutionsProposed Ordinance, 1st Reading-Amends the sewer rate increase due in 2021. Motion to approve was made by Huerta, seconded by Fleckenstein. Summers talked against an increase to the sewer rates. Fleckenstein noted that it is a decrease in the increase of 7% scheduled for 2021. Motion carried. Summers-nay.

6. Staff Reports6.1 Clerk-Treasurer Tackett stated that the County has increased their recording fees for

AGENDA ITEM #2.1.

Approve minutes of August 30, 2021 of 32

City of WestportAugust 30, 2021

2

ordinances and BLAs. She will bring forward ordinances to reflect the increases. The budget projections have been completed. The Mayor will be working on his budget message.

6.2 Police Chief Saunders stated that the Corvette show & Seafood Festival are this weekend. There will be a parade of the Corvettes at 3:00.The new Officer will be starting the police academy on 9/1 through 1/1.

6.3 Public Works Director Goodrich talked about Item 10.2. The School District has agreed to contribute $5,000 to the project. The SBLL, Babe Ruth and Fast Pitch groups may also contribute. The City's contribution will not exceed $10,000.Item 10.3 will be for a 2" overlay at various areas. The recommendation is to defer the Ocean Ave. sealcoat and sidewalk upgrades on Westhaven projects to the asphalt overlay project.

7. Council CommentsFleckenstein talked about VRBOs and how they can be regulated within the City. He asked everyone to think about what type of regulation may be best. Fleckenstein desired to have the Planning Commission look at this. Judy Pallagi, audience, asked that residences be involved in the VRBO planning and offered to be in this review.Jerry Tilley, audience, asked for clarification. He was against any moratorium on VRBOs.Huerta stated that there needs to be a balance of VRBO's and full-time residences. Summers talked about the fireworks that occurred recently and notifying residences.

8. Attorney's Report-no report.

9. Mayor's ReportMayor Bearden talked about the Corvette show and Seafood Festival this weekend.

10. Unfinished Business10.1 Overview of their RFP's for the Tackle Box: 1. Bryan & Sarah Foreman explained

that they have a condo in Westport and their desire is to relocate to Westport permanently. Their proposal is to put in an eatery with sandwiches and possibly a bakery. Questions were asked from Council.2. Brooke Heikkala stated that she has been in business with an antique store, Junk Queens, for 6 years. She would like to have her own building. They are proposing to have antique vendors, a small sandwich menu, soups, and potentially add bike/moped rentals. Their desire is to move to Westport to live. Council will go into executive session at the end of the meeting to discuss the two proposals.

10.2 LTAC Recommendation-Granicus program. Huerta moved to approve the Granicus ID program in the amount of $10,395 per year for one year, seconded by Summers, carried.

11. New Business11.1 Request to set a public hearing for Monday, September, 27, 2021. Motion to

approve was made by Summers, seconded by Aronson, carried.

11.2 Expenditure Request-Scoreboard Purchase. Motion to approve was made by

AGENDA ITEM #2.1.


City of WestportAugust 30, 2021

3

Huerta, seconded by Fleckenstein. Summers asked about the existing scoreboards. Goodrich stated that they aren't serviceable as the parts are no longer available. They may be surplused and/or turned in for scrap. Motion carried.

11.3 Expenditure request, 2021 Asphalt projects, $75,000. Motion to approve was made by Summers, seconded by Fleckenstein, carried.

12. Executive SessionThe meeting recessed at 7:50 p.m. for approximately 10 minutes to discuss the two RFPs submitted for the Tackle Box use. There may or may not be action taken upon reconvening. The meeting reconvened at 8:00 p.m. Based upon the discussion in executive session, Summers moved to enter into direct negotiations with the Brooke Heikkala on their proposal and authorized City Attorney Hagen to draft the contract, seconded by Huerta, carried.

13. AdjournmentMotion to adjourn was made by Huerta, seconded by Summers, carried. The meeting adjourned at 8:01 p.m. Transcribed by Margo R Tackett, Clerk-Treas. Attest: Rob Bearden, Mayor

AGENDA ITEM #2.1.


Sept, 2021

16701

16712

16713

16714

16715

16716

16717

16718

16719

16720

16721

16722

16723

16724

16725

16726

16727

16728

AIP Check Register

USDA Rural Development

USA B|uebook~Division of

911 Supply

Aberdeen Office Equipment

Airgas USA, LLC.

Backflow By The Best

Bank of America BusinessMastercard

Bayview Redi-Mix

Blue Tarp Financial, Inc.

Burleson, Loyd

Capture, Share, Repeat

Carloza, Alan

CBO Solution, The

Chamber of Commerce

City of Aberdeen

Columbia Electric Supply

Comcast

Earley Tire Factory

Execution Time: 16 second(s)

lnterest- RDA Loan

Replace check #16205

Of?ce & Operating Supplies

Copier lease interest

Copier Lease principal

Misc-copier/postage maint

Office & Operating Supplies

Rental-Equipment

Professional Services

Fuel Charges

Miscellaneous


ProfessionalServices

Check Total:

Repair & Maint ~ Museum buildings

Small Tools & Equip

Training

R&M—Streetof Flags

Small Tools & Equipment

Charges For Service


Training

Inmate Medical Costs

Contractual Services

Animal Shelter Services

Prof Serv—Jail Billing

Buildings & Prop imp

Telephone/postage

Repair & Maintenance

Check Total:

Check Total:

$392.92

$11.23

$65.00

$148.69

$60.18

$285.10

$91.97

$105.00

$21.39

$264.48

$293.91

$30.00

$172.07

$56.61

$691.84

$1,530.80

$877.80

$916.58

$18.34

$33,333.34

$102.00

$1,319.44

$3,600.00

$43.00

$468.23

$511.23

$5,580.61

$357.08

$74.80

Printed by WESTPORT2\\DonaldRon 9/10/20219:00:21 AMRegister - by Account Description Report Page 1 of 1

AGENDA ITEM #4.1.

September Claims Checks #16701, 16712-16808, & EFTs totaling $303,284.68 of 32

16729

16730

16731

16732

16733

16734

16735

16736

16737

16738

16739

16740

16741

16742

16743

16744

16745

16746

Emergency Vehicle Solutions, LLC Repair & Maintenance

Englund Marine Supply

Esco Pacific Signs

Estate of Evelyn Christensen

Fastenal Company

First Interstate Bank

GHC Auditor

GHC Auditor

GHC Auditor

GHC Auditor

GHC Auditor

GHC Auditor

GHC Treasurer

Gray & Osborne Inc

Grayland Hardware

Grays Harbor CommunicationsE911Grays Harbor County Corrections

Grays Harbor Equipment


Operating & Maint Supplies

Operating & Maintenance Supplies

Operating Supplies


Repair & Maintenance Supplies

Restroom Supplies

Small Tools & Equip

Check Total:

Capital improvements

Reader Board Sign

Check Total:

Charges For Service


Facility interest

Facility Loan Pr

Check Total:




Election Fees



.CRV - County Fees

Construction-PS 12

Prof Services-PS 11


Profl Services-PS 8 &9

Check Total:

Of?ce & Operating Supplies

Operating Supplies



Small Tools & Equip

Small Tools & Equipment

Check Total:

Contractual Serv-911 Dispatch

Inmate Housing

Prof Serv- Jail Billing

Check Total:


$207.86

$5.39

$16.74

$22.82

$478.97

$211.63

$53.26

$275.30

$1,064.11

$6,558.51

$686.07

$7,244.58

$15.26

$256.79

$1,876.66

$1,825.95

$3,502.61

$39.00

$39.00

$39.00

$2,289.66

$203.50

$203.50

$100.03

$1,645.45

$4,556.30

$10,999.88

$7,514.89

$24,716.52

$32.58

$10.24

$7.26

$95.83

$169.83

$20.68

$336.42

$4,518.58

$1,706.32

$155.12

$1,861.44

$763.47

Printed by WESTPORT2\\D0naldRon 9/10/20219:00:21 AMRegister ~ by AccountDescription Report Page 1 of 1

AGENDA ITEM #4.1.


16747

16748

16749

16750

16751

16752

16753

16754

16755

16756

16757

16758

16759

16760

16761

16762

16763

16764

16765

16766

16767

16768

16769

16770

16771

16772

16773


Grays Harbor PUD

Grays Harbor Stamp Works

Grays Harbor Transit

Grove, Jeremy

Hagen & Bates

Harbor Auto Truck Parts, Inc.

Harbor Battery

Harbor Disposal

Harbor Disposal Co.

Harbor Marine & Supply

Harbor Saw &Supply Company

Hashagen Industries, LLC

HD Fowler Company, Inc

Herr, Marcie

Hines, Roger

Home Depot Credit Service

Honey Bucket

Industrial Hydraulics Inc

Ingram, Zelasko & Goodwin, LLP

J.H.D. Diesel Inc.

K&LSupply, Inc

K.A.D.

Ken MillerEnterprises, Inc

Lakeside Industries Inc — LB# 1086

LG Isaacson

LNCurtis and Sons

Marsh Usa Inc

Utilities


Advertising

Uniforms

Prof Srvcs—Prosecuting Atty


Operating Supplies



Check Total:

Repair &Maintenance


Compost Operations

Utilities

Check Total:



Small Tools & Equip

Meters and Equipment

Charges For Service

Training

Small Tools & Equip

Utilities


Prof Srvcs-Indigent Def Atty



Operating Supplies

RestroomSupplies

Check Total:

"Jaovft9.-avxu?



Check Total:

Abatement Costs



Small Tools & Equip

Check Total:

Reserves-Operating Supplies

insurance

$20,048.52

$39.91

$350.00

$80.10

$1,400.00

$47.68

$55.47

$116.09

$37.56

$256.80

$119.98

$44,137.50

$430.56

$1,158.70

$1,589.26

$160.03

$27.26

$232.03

$1,575.48

$189.66

$185.92

$114.97

$205.00

$866.68

$1,300.00

$94.34

$928.10

$1,325.81

$1,752.34

$4,006.25

$1,500.00

$9.80

$162.50

$1,672.30

$1,089.00

$233.65

$164.38

$713.00

$877.38

$983.37

$4,117.00

Printedby WESTPORT2\\Dona|dR on 9/10/20219:00:21 AMRegister - by Account Description Report Page 1 of 1

AGENDA ITEM #4.1.


16774

16775

16776

16777

16778

16779

16780

16781

16782

16783

16784

16785

16786

16787

16788

16789

16790

16791

16792

Minuteman Press

Mission Communications, LLC

Mountain Mist - Richardson BottlingCo.

One Call Concepts, Inc.

ORCAA

Perry, Casey

PetroCard

Quadient Finance USA, Inc

Quadient Leasing, DBAMailFinanceQuill Corporation

Robinson Noble

Rognlin's lnc.

Silver Star Telecom

Sound Publishing

South Beach Repair

Tananaev, Sarah

Technical Systems, Inc.

Terminix

Traffic Safety Supply Co.

Execution ‘lime: 16 second(s)




Operating & Maint Supplies


Compost Operations

Charges For Service

Fuel

Fuel Charges

Utilities

Communications & Postage

Communications- Postage

Communications/postage


Postage &Communications

Telephone/postage

Misc-copier/postage maint



Water Quality Monitoring

Construction-PS 11

Construction-PS 12

Construction-PS 8 & 9

Communications

Communications & Postage



Postage & Communications

Postage/telephone

Advertising


Charges For Service



Advertising

Check Total:

Check Total:

Check Total:

Check Total:

Check Total:

Check Total:

$216.73

$623.40

$109.47

$34.71

$144.18

$24.61

$272.00

$252.47

$3,480.37

$1,372.03

$1,385.85

$6,238.25

$166.90

$6.96

$122.58

$0.00

$80.98

$122.58

$500.00

$495.57

$590.04

$5,597.30

$73.50

$5,670.80

$10,236.60

$6,947.82

$12,403.71

$29,588.13

$625.86

$497.81

$92.57

$185.19

$285.00

$131.46

$1,817.89

$436.04

$2,544.98

$99.21

$8,986.00

$169.88

$559.63

Printed by WESTPORT2\\D0naldRon 9/10/20219:00:21 AMRegister — by Account Description Report Page 1 of 1

AGENDA ITEM #4.1.


16793

16794

16795

16796

16797

16798

16799

16800

16801

16802

16803

16804

16805

16806

16807

16808

EFT 9/13/2021-Aug 2021 CPL'sEFT 9/13/2021-City WSG Bills,Aug 2021EFT 9/13/2021-DOR—CombExcise Tax

Execution 'Fme: 16 second(s)

Travelers Cl Remittance center

Uline, inc

US Bank, N.A.

US Post Office

USA Biuebook-Division of

USBancorp

Verizon Wireless

Vision Forms, LLC

Vision Municipal Solutions, LLC

Washington Association of CodeEnforcem ent (WACE)Washington State Patrol

Washington State Treasurer's Office

Water Management Lab

Westport South Beach HistoricalSocietyZee Medical Service Co.

Ziply Fiber

DOL — Firearms Online

City of Westport

Department of Revenue


Miscellaneous



Lab Operations

Vactor Loan Pmt ~ interest

Vactor Loan Pmt-Interest

Vactor Loan Pmt—Principal

Vactor Principal

Communications



Postage &Communications

Postage/telephone

Telephone/postage



Postage

Telephone/postage


MiscellaneousAnd Training

ContractualServices

Court Fines

State Building Permit Fee

Water Testing




Leased Lines

Concealed Weapons-State Fee

Utilities

Excise Tax

Check Total:

Check Total:

Check Total:

Check Total:

Check Total:

$40.00

$82.66

$70.00

$160.00

$643.53

$1,595.21

$8,996.67

$8,996.68

$1,595.20

$21,183.76

$33.95

$44.08

$40.29

$36.86

$10.13

$10.13

$175.44

$10.40

$1,528.50

$10.40

$10.40

$1,559.70

$531.36

$275.00

$13.25

$4,819.45

$126.00

$4,945.45

$111.00

$6,200.00

$534.24

$137.48

$38.13

$175.61

$108.00

$5,142.30

$14,904.12

Printedby WESTPORT2\\D0na|dR on 9/10/20219:00:21 AMRegister — by Account DescriptionReport Page 1 of 1

AGENDA ITEM #4.1.


Leasehold/Excise Tax $13.60

Miscellaneous/training $11.73

State Excise Tax $4,552.52

Check Total: $19,481.97

Grand Total $303,284.68Total Accounts Payable for Checks #16701 Through #EFT 9/13/2021-DOR-Comb Excise Tax

l, the undersigned, do hereby certify under penalty of perjury that the materials have been furnished, the servicesrendered or the labor performed as described herein, that any advance payment is due and payable pursuant to acontract or is available as an option for full or partial fulfillmentof a contractual obligation, and that the claim is a just,due and unpaid obligation against the City of Westport, Washington and that I am authorized to authenticate and tocertify said claim.

DATE: allLD(e9~l SIGNATURE:

Printed by WESTPORT2\\DonaldRon 9/10/20219:00:21 AMExecution ‘Fme: 16 second(s) Register - by Account Description Report

_Page 1 of 1

AGENDA ITEM #4.1.


110120470480484490494633634

Fund Transaction Summary

Transaction.TlypezuInvoiceFiscal: 2021 - September 2021 - September .

Advertising & Promotion $46,304.10Street Fund $5,785.21Garbage $50,930.91Water $50,688.94Water Construction Fund $16,597.18Sewer $39,253.28Sewer Construction Upgrade $43,304.77Court Trust $4,919.48State Misc Fees $234.00Count: 10 $303,284.68

Printedby WESTPORT2\Margoon 9/10/20219:28:54 AM Page 1 of 1FundTransaction Summary

AGENDA ITEM #4.1.


CITY OF WESTPORTORDINANCE NO.[é§5

AN ORDINANCE amending Ordinances 1600, 1545, 1526, 1509, 1490, 1440,1425, 1349, 1279, 1259, 1171, 1133, 1072, 886, and 676, Section 2, and Ordinance 534,Article 7, Sections 4 and 5, increasing the residential and commercial sewer rates.

THE CITY COUNCIL OF THE CITY OF WESTPORT DOES ORDAIN AS

FOLLOWS:That Ordinances 1600, 1545, 1526, 1509, 1490, 1440, 1425, 1349, 1279, 1259,

1171, 1133, 1072, 886, and 676, Section 1 and Ordinance 534, Article 7, Sections 1 and 2,codified as Westport Municipal Code 13.08.455 and 13.08.460 are amended to provide asfollows:

13.08.455 £2) (A) Effective April 16, 2017 the monthly residential sewer servicecharge shall be $61.75 per residential unit and increase 7% for the next 4 years onFebruary 16; provided, however, that heads of household who are over the age of 62years or disabled and meet the requirements set forth by the City Council of the City ofWestport shall pay $49.40 per residential unit and increase 7% for the next 4 years.Condominiums, as defined in Section 17.08.02O Westport Municipal Code shall pay theresidential sewer service charge for each unit. The increase scheduled to begin on April,16, 2021 shall not go into effect and effective August 16, 2021 the rate shall increase 3%.

13.08.455 (2) (B) Effective April 16, 2017 the monthly residential sewer servicecharge shall be $61.75 per residential unit for condominium dwelling units, as defined inthis section, and increase 7% for the next 4 years on April 16. The monthly residentialsewer service charge shall $18.52 per residential unit for condominium non—dwel|ingunitsas defined in this section, and increase 7% for the next 4 years on April 16. The increasescheduled to begin on April, 16, 2021 shall not go into effect and effective August 16, 2021the rate shall increase 3%.

13.08.455 (3) (A) Effective April 16, 2017, Multi-family per unit charge shall be$37.42 per month, and increase 7% for the next 4 years on April 16. The increasescheduled to begin on April, 16, 2021 shall not go into effect and effective August 16, 2021the rate shall increase 3%.

13.08.460 (1) (A) Effective April 16, 2017 the monthly commercial sewer servicecharge shall be $61.75 minimum and increase 7% for the next 4 years on April 16, plus anadditional charge of $4.90 per 100 cubic feet of water usage in excess of 700 cubic feetper month of that over the minimum water service charge as determined by the City basedupon the applicable water rate ordinance. The increase scheduled to begin on April, 16,2021 shall not go into effect and effective August 16, 2021 the rate shall increase 3%. If itcan be shown that a considerable amount of the water used is not automaticallydischarged into the sanitary sewer, an acceptable sewage meter may be installed at theowner's expense and an adjustment will be made to the sewer charge based on waterusage.

AGENDA ITEM #5.1.

Proposed Ordinance #1655, 2nd Reading-Reduces the sewer rate increase of 32

DATED: 13 SEPTEMBER 2021

APPROVED:

ATTEST:

Robin Bearden, Mayor

Margo R Tackett, Clerk-Treasurer

Approved as to form:

Wayne Hagen, Jr., City Attorney

Ordinance No.

AGENDA ITEM #5.1.

Proposed Ordinance #1655, 2nd Reading-Reduces the sewer rate increase of 32

CITY OF WESTPORTORDINANCE NO.

An Ordinance vacating a certain street/alley pursuant to WMC 12.12 and RCW35.79.

THE CITY COUNCIL OF THE CITY OF WESTPORT DOES ORDAIN AS FOLLOWS:

Section 1. Carli Schiffner & Summer Hahn having petitioned pursuant to WMC 12.12and RCW 35.79 for the vacation of a certain alley, the Council having found that there is alawful public purpose for such vacation and having determined that all conditions for finalapproval have been met, the following is hereby declared to be vacated:

The 8’ portion of the alley abutting Lot 11, Block 18, Grand Army Addition; parcel#107001801l0O; situated in the City of Westport, County of Grays Harbor, State ofWashington.

Section 2. Nothing in this ordinance shall affect “private rights” to use said vacated area,nor does this ordinance authorize the construction of placing of permanent structures of any typein the vacated area.

Section 3. Effective Date. This ordinance shall take effect five days after publication inthe conformance with RCW 35A.l2.160.

Section 4. Recording. The clerk shall cause a certi?ed copy of this ordinance to berecorded with the county auditor.

PASSED THIS DATE BY THE CITY COUNCIL OF THE CITY OF WESTPORT,WASHINGTON. DATED:

APPROVED I

ATTEST:

ROBIN BEARDEN, MAYORMARGO R TACKETT, CMCCLERK-TREASURER

Approved as for form:


AGENDA ITEM #5.2.

Proposed Ordinance, 1st Reading-Vacates 8' of the alley abutting Lot 11,... of 32

City of WestportOrdinance #

AN ORDINANCE repealing Ordinance #1605 and amending Ordinance #1285 andWMC 17.56.040 which establishes planning and land use fees, speci?cally the BoundaryLine Adjustment (BLA) fee, Withinthe City of Westport, Washington.

WHEREAS, the State of Washington has substantially increased the filing fee atGrays Harbor County, and

WHEREAS, the City needs to recover its cost in review and ?ling of BoundaryLine Adjustment applications.

NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THECITY OF WESTPORT, WASHINGTON, AS FOLLOWS:

Section 1. Fees Established.Section 17.56.040 Fees Established. The Boundary Line Adjustment application

fee shall be $100.00 plus the filing fee which shall be based on GH County’s currentfeeschedule.

Section 2. Effective Date.This ordinance shall be in full force and effect upon its passage, approval and

publication in the manner required by law.

PASSED THIS DAY OF , 2021

APPROVED:ATTEST:

ROBIN BEARDEN, MAYOR

MARGO R TACKETT, CLERK—TREASURER



AGENDA ITEM #5.3.

Proposed Ordinance, 1st Reading-Updates the BLA Fee of 32

CITY OF WESTPORTORDINANCE No.

AN ORDINANCE amending Ordinance #1408 and WMC 12.12050, Fees.

WHEREAS, the fees for ?ling a general document has increased substantially; and

WHEREAS, the City should charge sufficient fees to cover the costs of processing the streetvacation;

NOW THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OFWESTPORT AS FOLLOWS:

Section 1. WMC l2.12.050 Fees. The applicant for a street vacation shall pay an application feeof $90.00 to cover staff cost and costs of publicationand a recording fee based on GH County’sfee schedule for recording such documents.

Section 2. Effective Date. This ordinanceshall be in full force and effect upon its passage,approval and publication in the manner required by law.

PASSED THIS DAY OF , 2021.

APPROVED:

ATTEST:

ROBIN BEARDEN, MAYOR

MARGO R TACKETT, CLERK—TREASURER


Wayne Hagen, Jr. City Attorney

AGENDA ITEM #5.4.

Proposed Ordinance, 1st Reading-Updates the Street Vacation Fee of 32

City ofWestportKevin Goodrich — Public Works Director

MEMO

TO: Mayor BeardenCC: City CouncilFROM: Kevin GoodrichDATE: September 9, 2021

' Expenditure Request — Additional Funds for Museum Projects

The 2021 Budget included $60,000 to completere-roo?ng and pressure Washing/paintingthe Maritime Museum. Bids for the work were solicited by the Historical Society. TheHistorical will pay the contractor and will be reimbursed by the City.

The historical Society has received a bid for pressure washing and painting the MaritimeMuseum and the ?nal cost for both projects is $61,702 including tax.

The total cost of both projects has come in at $1,702.00 over the original approved amount.

Recommendation:

Approve an additional $1,702.00 for the Museum Painting and Roo?ng Project

AGENDA ITEM #10.1.

Exp request-Museum projects, additional cost of 32

G1?ANlCUS408 Saint Peter Street, Suite 600Saint Paul, MN 55102United States

ORDER DETAILSPrepared By:

Phone:Email:Order #2

Prepared On:

Expires On:

ORDERTERMS

Currency:

Payment Terms:

Period of Performance:

Order #: Q—155550Prepared: 09/07/2021

THISIS NOT AN INVOICE

Granicus Proposal for Westport, WA

Kesler Bonsu

[email protected]

Q—155550

09/07/202111/02/2021

USD

Order FormPrepared for

Westport, WA

Net 30 (Payments for subscriptions are due at the beginning of the period ofperformance.)

The term of the Agreement willcommence on the date this document issigned and willcontinue for 12 months.

Page 1 of 5

AGENDA ITEM #10.3.

Granicus Proposal & Agreement of 32

GRAN|CUS Order FormWesfpori, WA

PRICING SUMMARYThe pricing dnd ierms wiihin this Proposal dre specific To The producis and volumes conidined within ThisProposdl.

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AGENDA ITEM #10.3.


<33GRANICUSOrder Form

Westport, WA

PRODUCT DESCRIPTIONS

Ongoing monitoring of 60+Short Term Rental websites including majorplatforms Airbnb, VRBO, HomeAway,Bookingcom, FlipKey, & Expedia. Ourmachinelearning willdeduplicate all known Listingsinto unique RentalUnits,whereour identification team willprovide owner contact informationfor furtherenforcement..Thisproduct includes:-Ongoing monitoring of all‘listings in yourjurisdictioni '

— Updating listing activity and details every 3-5 days— Screenshot activityof every listing— Deduplication of listings into unique Rental Units— Activity dashboard and map to monitor trends and breakdown ofcompliance 5

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term rentals located in a specific localgovernment's jurisdiction.

Note:Theimplementation timeline for Client isdependent on Granicus“receiptof all data fromClient required to complete the services, includingassessordata and registrationfiles, in the format agreed upon by theparties prior to project l<icl<~off.Any fees associated withthe collection orreceipt of required datawillbe borne by Client.

Address Identification — Online Virtualtrainingsessionwitha Granicus professional services trainer.Training

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Page 3 of 5

AGENDA ITEM #10.3.


"\G GRAWCUSOrder Form

Weslporl, WA

TERMS& CONDITIONS- Linklo Terms: https://granicus.com/pdfs/Master Subscription Agreementpdf

- Thisquole is exclusive of applicable slale, local, and federal laxes, which, if any, willbe included in the invoice. ii

is lhe responsibilily of Weslporl, WA 10 provide applicable exemplion cerlificalelsl.o Granicus cerlifies lhal il willnol sell, reiain, use, or disclose any personal informalion provided by Clienl for any

purpose olher lhan lhe specific purpose of performing lhe services oullined wilhin lhis Agreemenl.

c Any lapse in paymenl may resull in suspension of service and willrequire lhe paymenl of a selup fee lo reinslale

lhe subscriplion.

- Nolwilhslanding anylhing lo lhe conlrary, Granicus reserves the right lo adjusl pricing al any renewal in which

lhe volume has changed from lhe prior lerm wilhoul regard lo the prior lerm's per—uni’rpricing.

Order #: GM55550Prepared: 09/07/2021

Page 4 of 5

AGENDA ITEM #10.3.


GRAN|CUSOrder Form

Weslporl, WA

BILLINGINFORMATIONBillingConlacl:" Purchase Order

Re uhed?F0 Number:IfPO re uiredBilling Phone:

BillingAddress:B

BillingEmail: -

Ifsubmitting a Purchase Order, please include the following language:The pricing, rerms,and conditions of quote Q-155550 dared O9/07/202lare incorporaied info fhis PurchaseOrder by reference and shall rake precedence over any rermsand condirions included in lhis Purchase Order.

AGREEMENTAND ACCEPTANCEBysigning ihis documenl, The undersigned ceriifies lhey have aulhorily lo enler lhe agreemenl. Theundersigned also underslands The services and Terms.

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Sinalure:

Name:

Order #: Q—l55550Prepared: 09/07/2021

Page 5 of 5

AGENDA ITEM #10.3.


©GPANICUS

Master Subscription Agreement

This Master Subscription Agreement (”Agreement) is made by and between the party procuring GranicusProducts and Services (”C|ient”) and Granicus, LLC,a Minnesota LimitedLiabilityCompany d/b/aGranicus("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 rapidlychanging 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 havethe meaning specified:

"Agreement Term” means the total time covered by the InitialTerm and all Extension Terms for eachOrder or SOWunder this Agreement, further specified in Section 7.1."Extension Term” means any term that increases the length of the InitialTerm of this Agreement oran 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 ona subscription basis ("Software-as-a-Service” or ”SaaS”), Granicus professional services, content fromany professional services or other required equipment components or other required hardware, asspecified in each Order or SOW."Initial Term” shall have the meaning specified in ExhibitA or Order or SOW between Granicus andClient 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 provideand Client agrees to purchase specific Granicus Products and Services."Order Term” means the then-current duration of performance identified on each Order or SOW, forwhich Granicus has committed to provide, and Client has committed to pay for, Granicus Productsand Services.”Statement of Work" or "SOW” means a written order, proposal, or purchase document that is signedby both Parties and describes the Granicus Products and Services to be provided and/orperformedby Granicus. Each Order or SOW shall describe the Parties’ performance obligations and any

assumptions or contingencies associated with the implementations of the Granicus Products andServices, 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.

Ordering and Scope

2.1. Ordering Granicus Products and Services. The Parties may execute one or more Order or SOWrelated to the sale and purchase of Granicus Products and Services. Each Order or SOW willgenerally include an itemized listof the Granicus Products and Services as well as the Order Termfor such Granicus Products and Services. Each Order or SOW must, generally, be signed by theParties; 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 begoverned by this Agreement regardless of any pre-printed legal terms on each Order or SOW,and by this reference is incorporated herein.

Denver, CO800.314.0147

St. Paul, MN800.3l 4.0147

Washington, DC800.314.0147

United Kingdom+44.0845.467.2972

AGENDA ITEM #10.3.


2.2. Support. Basic support related to standard Granicus Products and Services is includedwithin thefees paid during the Order Term. Granicus may update its Support obligations under thisAgreement, so long as the functionality purchased by Clientis not materially diminished.

2.3. Future Functionality. Client acknowledges that any purchase hereunder is not contingent on thedelivery of any future functionality or features.

2.4. Cooperative Purchasing. To the extent permitted by law and approved by Client, the terms ofthis Agreement and set forth in one or more Order or SOW may be extended for use by othermunicipalities, school districts and governmental agencies upon execution of an addendum orother duly signed writing setting forth allof the termsand conditions for such use. The applicablefees for additional municipalities, school districts or governmental agencies will be provided byGranicus to Client and the applicable additional party upon written request.

3. Use of Granicus Products and Services and Proprietary Rights3.1. 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 Productsand 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 grantsduring each Order Term, and Client hereby accepts, solely for its internal use, a worldwide,revocable, non~exclusive,non—transferrab|e 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—incontact lists). Client cannotupload purchased contact information into Granicus Products and Services withoutGranicus’ written permission and professional services support for list cleansing.Granicus certifies that it will not sell, retain, use, or disclose any personal informationprovided by Client for any purpose other than the specific purpose of performing theServices outlined within this Agreement.

3.2.2. Passwords. Passwords are not transferable to any third party. Client is responsible forkeeping all passwords secure and all use of the Granicus Products and Services accessedthrough Client's passwords.

3.2.3. Content. Client can only use Granicus Products and Services to share content that iscreated by and owned by Client and/orcontent for related organizations provided thatit is in support of other organizations but not as a primary communication vehicle forother organizations that do not have a Granicus subscription. Any content deemedinappropriate for a public audience or in support of programs or topics that are unrelatedto Client, can be removed or limited by Granicus.

3.2.3.1. Disclaimers. Any text, data, graphics, or any other material displayed orpublished on Client's website must be free from violation of or infringement ofcopyright, trademark, service mark, patent, trade secret, statutory, common lawor proprietary or intellectual property rights of others. Granicus is notresponsible for content migrated by Client or any third party.

3.2.4. Advertising. Granicus Products and Services shall not be used to promote products orservices available for sale through Client or any third party unless approved in writing, inadvance, by Granicus. Granicus reserves the right to request and review the details ofany agreement between Client and a third party that compensates Client for the right tohave information included in Content distributed or made available through GranicusProducts and Services prior to approving the presence of Advertising within Granicus‘Productsand Services.

GRAWCUS 12/31/2019

AGENDA ITEM #10.3.


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 informationgathered through Client's own web properties or activities will remain theproperty of Client (”Direct Subscriber”), including any and all personallyidentifiable information (Pll). Granicus will not release the data without theexpress 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 theclient 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 improvethe functionality of the Granicus Products and Services and any otherlegitimate business purpose including the right to sublicense such data to thirdparties, subject to all legal restrictions regarding the use and disclosure of suchinformation).

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 "NetworkSubscriber” 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 a_nyof the Network Subscribersafter termination of its Order, SOW or Exhibitplaced under this Agreement. All

information related to Network Subscribers must be destroyed by Client within

15 calendar days of the Order, SOW or Exhibitplaced under this Agreement

terminating.

3.2.5.3.3. Opt—ln.During the last 10 calendar days of Client's Order Term for theterminating Order, SOW or Exhibitplaced under this Agreement, Client may

send an opt-in email to Network Subscribers that shall include an explanationof Client's relationship with Granicus terminating and that the NetworkSubscribers may visit Client's website to subscribe to further updates fromClient in the future. Any NetworkSubscriber that does not opt—inwillnot betransferred 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, thedisplay of pornography or linking to pornographic material, advertisements, solicitations,or mass mailings to individuals who have not agreed to be contacted;

GRAN ‘W5 12/31/2019

AGENDA ITEM #10.3.


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 GranicusClients;

3.3.3. Client must not use the Granicus Products and Services in a manner in which system ornetwork 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; or3.3.10.Modify, adapt, or use the Granicus Products and Services to develop any software

application intended for resale which uses the Granicus Products and Services in wholeor 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 theGranicus Products and Services. Granicus may use such submissions as it deems appropriate inits sole discretion.

3.5. Reservation of Rights. Subject to the limitedrights expressly granted hereunder, Granicus and/orits licensors reserve all right, title and interest in the Granicus Products and Services, thedocumentation and resulting product including all related intellectual property rights. Further,no implied licenses are granted to Client. The Granicus name, the Granicus logo, and the productnames associated with the services are trademarks of Granicus or its suppliers, and no right orlicense 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 alapse in payment. A lapse in the term of each Order or SOW will require the payment of a setupfee to reinstate the subscription. Allfees 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 applicableexemption certificate(s).

4.2. Disputed invoiced Amounts. Client shall provide Granicus with detailed written notice of anyamount(s) Client reasonably disputes within thirty (30) days of the date of invoice for saidamount(s) at issue. Granicus willnot 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 provideGranicus with notice of any disputed invoiced amount(s) shall be deemed to be Client'sacceptance of the content of such invoice.

4.3. Price increases. Any price increases not negotiated in advance shall be provided by Granicus toClient at least thirty (30) days prior to the end of the Order Term. Upon each yearly anniversaryduring the term of this Agreement (including the initialTerm, all Extended Terms, and all OrderTerms), the Granicus Product and Services fees shall increase from the previous term’s fees byup to ten (10) percent per year.

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AGENDA ITEM #10.3.


5. Representations, Warranties and Disclaimers5.1. 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 "ASIS’’and as available.

5.3.. Disclaimers. EXCEPTAS PROVIDEDINSECTION5.2 ABOVE,EACHPARTYHEREBYDISCLAIMSANYANDALLOTHERWARRANTIESOF ANYNATUREWHATSOEVERWHETHERORALAND WRITTEN,EXPRESSOR IMPLIED, INCLUDING,WITHOUT LIMITATION,THE IMPLIEDWARRANTIES OF

MERCHANTABILITY,TITLE,NON-INFRINGEMENT,AND FITNESSFOR A PARTICULARPURPOSE.GRANICUSDOESNOT WARRANTTHATGRANICUSPRODUCTSANDSERVICESWILLMEETCLIENT’SREQUIREMENTSOR THATTHEOPERATIONTHEREOFWILLBEUNINTERRUPTEDOR ERRORFREE.

6. Confidential Information6.1. 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/ortrade secret information (’’Confidential Information'’). Confidential Information shall include: (i)Granicus’ Products and Services, (ii) non-public information if it is clearly and conspicuouslymarked as '’confidential’’or with a similar designation at the time of disclosure; (iii) non-publicinformation of the Disclosing Party if it is identified as confidential and/orproprietary before,during, or promptly after presentation or communication and (iv)any information that should bereasonably understood to be confidential or proprietary to the Receiving Party, given the natureof the information and the context in which disclosed.

Subject to applicable law, each Receiving Party agrees to receive and hold any ConfidentialInformation in strict confidence. Without limiting the scope of the foregoing, each ReceivingParty also agrees: (a) to protect and safeguard the Confidential Information against unauthorizeduse, publication or disclosure; (b) not to reveal, report, publish, disclose, transfer, copy orotherwise use any Confidential Information except as specifically authorized by the DisclosingParty; (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 havebeen advised of the confidential nature thereof, and who are under express written obligationsof confidentiality or under obligations of confidentiality imposed by law or rule; and (e) toexercise at least the same standard of care and security to protect the confidentiality of theConfidential Information received by it as it protects its own confidential information.If a Receiving Party is requested or required in a judicial, administrative, or governmentalproceeding to disclose any Confidential Information, it willnotify the Disclosing Party as promptlyas practicable so that the DisclosingParty may seek an appropriate protective order or waiverfor that instance.

6.2. Exceptions. Confidential Information shall not include information which: (i) is or becomes publicknowledge through no fault of the Receiving Party; (ii) was in the Receiving Party's possessionbefore receipt from the Disclosing Party; (iii) is rightfully received by the Receiving party from athird party without any duty of confidentiality; (iv) is disclosed by the Disclosing Party withoutany duty of confidentiality on the third party; (v) is independently developed by the ReceivingParty without use or reference to the Disclosing Party's Confidential Information; or (vi) isdisclosed 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/orsend Confidential Information, Granicus must be notified in writing, in advance of thestorage or sending. Should Client provide such notice, Client must ensure that ConfidentialInformation or sensitive information is stored behind a secure interface and that GranicusProducts and Services be used only to notify people of updates to the information that can beaccessed after authentication against a secure interface managed by Client.

6.4. Return of Confidential information. EachReceiving Party shall return or destroy the ConfidentialInformation immediately upon written request by the Disclosing Party; provided, however, thateach Receiving Party may retain one copy ofthe Confidential Information in order to comply withapplicable laws and the terms of this Agreement. Customer understands and agrees that it maynot 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 Termination7.1. Agreement Term. The Agreement Term shall begin on the date of the initial Order or SOW and

continue through the latest date of the OrderTerm of each Order or SOW under this Agreement,unless otherwise terminated as provided in this Section 7. Each Order or SOW will specify anOrder 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 theOrder Term identified within each Order or SOW, unless either extended or earlier terminatedas provided in this Section 7. Unless a Party has given written notice to the other Party at leastninety (90) days prior to the end of the then—currentOrder Term, the Granicus Products andServices willautomatically renew at the end of each term for an Extension Term of one (1) year.

7.2. Effect of Termination. if the Parties agree to terminate this Agreement and an Order or SOW isstill in effect at the time of termination, then the terms and conditions contained in thisAgreement shall continue to govern the outstanding Order or SOW until termination orexpiration thereof. If the Agreement is terminated for breach, then unless otherwise agreed to

in writing, all outstanding Orders or SOWs shall immediately terminate as of the Agreementtermination date. Unlessotherwise stated in this Agreement, in no event shall Client be entitledto a refund of any prepaid fees upon termination.

I

7.3. Termination for Cause. The non-breaching Party may terminate this Agreement upon writtennotice if the other Party is in material breach of this Agreement and fails to cure such breachwithin thirty (30) days after the non-breaching Party provides written notice of the breach. AParty may also terminate this Agreement immediately upon notice if the other Party: (a) isliquidated, 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 ortakes advantage of any law for the benefit of debtors; or (c) ceases to conduct business for anyreason on an ongoing basis leaving no successor in interest. Granicus may, without liability,immediately suspend or terminate any or all Order or SOW issued hereunder if any Fees owedunder 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 thisAgreement, Client shall immediately pay to Granicus all Fees clue to Granicus through the dateof expiration or termination.

7.5. Survival. All rights granted hereunder shall terminate upon the latter of the termination orexpiration date of this Agreement, or each Order or SOW. The provisions of this Agreement withrespect to warranties, liability, choice of law and jurisdiction, and confidentiality shall survivetermination of this Agreement and continue in full force and effect.

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8. Limitation of Liability8.1.

8.2.

EXCLUSIONOF CONSEQUENTIALAND RELATEDDAMAGES. UNDERNO CIRCUMSTANCESSHALLGRANICUSBELIABLEFOR ANYSPECIAL,INDIRECT,PUNITIVE,INCIDENTAL,OR CONSEQUENTIALDAMAGES,WHETHERAN ACTIONIS IN CONTRACTOR TORT AND REGARDLESSOF THETHEORYOF LIABILITY,EVENIF A PARTYHAS BEENADVISEDOF THE POSSIBILITYOF SUCH DAMAGES.

FURTHER,GRANICUSSHALLNOT BE LIABLEFOR: (A) ERROR OR INTERRUPTIONOF USEOR FORLOSS OR INACCURACYOR CORRUPTION OF CLIENT DATA; (B) COST OF PROCUREMENTOFSUBSTITUTEGOODS,SERVICESOR TECHNOLOGY;(C) LOSSOF BUSINESS;(D) DAMAGESARISINGOUT OF ACCESSTO OR INABILITYTO ACCESSTHESERVICES,SOFTWARE,CONTENT,OR RELATEDTECHNICALSUPPORT; OR (E) FOR ANY MATTERBEYONDGRANICUS’REASONABLECONTROL,EVENIFGRANICUSHASBEENADVISEDOF THEPOSSIBILITYOF ANYOF THE FOREGOINGLOSSESOR DAMAGES.

I

LIMITATION OF LIABILITY.EXCEPTFOR CL|ENT'S BREACH OF SECTION3.3, IN NO INSTANCE

SHALLEITHERPARTY'SLIABILITYTO THE OTHER PARTY FOR DIRECTDAMAGES UNDERTHISAGREEMENT(WHETHERIN CONTRACTOR TORT OR OTHERWISE)EXCEEDTHE FEES PAID BYCLIENT FOR THE GRANICUS PRODUCTS AND SERVICES DURING THE SIX (6) MONTHS

IMMEDIATELYPRECEDINGTHE DATE THE DAMAGED PARTY NOTIFIESTHE OTHER PARTY INWRITINGOF THECLAIMFOR DIRECTDAMAGES.GRANICUSSHALLNOT BERESPONSIBLEFORANYLOST PROFITS OR OTHER DAMAGES, INCLUDING DIRECT, INDIRECT,INCIDENTAL,SPECIAL,CONSEQUENTIALORANYOTHERDAMAGES,HOWEVERCAUSED.NEITHERPARTYMAYINSTITUTE

AN ACTION INANYFORM ARISINGOUT OF NOR IN CONNECTIONWITHTHISAGREEMENTMORETHANTWO (2) YEARSAFTERTHECAUSEOF ACTIONHASARISEN.THEABOVELIMITATIONSWILLNOT LIMITCL|ENT'S PAYMENTOBLIGATIONSUNDERSECTION4 ABOVE.

9. Indemnification9.1.

GRANlCUS

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 eitherParty to this Agreement (”C|aims”) and shall pay all losses, damages, liabilities, settlements,judgments, awards, interest, civilpenalties, and reasonable expenses (collectively, "Losses/’andincluding reasonable attorneys’ fees and court costs), to the extent arising out of any Claims byany 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 Granicusdetermines 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 orU.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 GranicusProducts and Services to render it non—infringing; or (c) terminate this Agreement or theapplicable Order or SOW with respect to the affected solution and refund to Client any prepaidfees for the then—remaining or unexpired portion of the Order or SOW term. Notwithstandingthe foregoing, Granicus shall have no obligation to indemnify, defend, or hold Client harmlessfrom any Claimto the extent it is based upon: (i) a modification to any solution by Client (or byanyone under Client's direction or control or using logins or passwords assigned to Client); (ii) amodification made by Granicus pursuant to Client's required instructions or specifications or inreliance on materials or information provided by Client; or (iii) Client's use (or use by anyoneunder Client's direction or control or using logins or passwords assigned to Client) of any GranicusProducts and Services other than in accordance with this Agreement. This section 9.1 sets forthClient'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 provided by Granicus violate or infringe upon therights of any third party.

9.2. Indemnification by Client. Client shall defend, indemnify, and hold Granicus harmless from andagainst any Claims,and shall pay all Losses, to the extent arising out of or related to (a) Client's(or that of anyone authorized by Client or using logins or passwords assigned to Client) use ormodification of any Granicus Products and Services; (b) any Clientcontent; or (c) Client's violationof applicable law.

9.3. Defense. With regard to any Claimsubject to indemnification pursuant to this Section 9: (a) theParty seeking indemnification shall promptly notify the indemnifying Party upon becoming awareof the Claim;(b) the indemnifying Party shall promptly assume sole defense and control of suchClaim upon becoming aware thereof; and (c) the indemnified Party shall reasonably cooperatewith the indemnifying Party regarding such Claim. Nevertheless, the indemnified Party mayreasonably participate in such defense, at its expense, with counsel of its choice, but shall notsettle any such Claimwithout the indemnifying Party's prior written consent. The indemnifyingParty shall not settle or compromise any Claim in any manner that imposes any obligations uponthe indemnified Party without the prior written consent of the indemnified Party.

10. General10.1. 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 ajoint venture, partnership, agency, or employee/employer relationship between the Parties forany purpose, including, but not limited to, taxes or employee benefits. Each Party will be solelyresponsible for the payment of alltaxes and insurance for its employees and business operations.

10.2. Headings. The various section headings of this Agreement are inserted only forconvenience 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 writteninstrument signed by authorized representatives of both Parties.

10.4. Severability. To the extent permitted by applicable law, the Parties hereby waive anyprovision of law that would render any clause of this Agreement invalid or otherwiseunenforceable in any respect. In the event that a provision of this Agreement is held to be invalidor otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose tothe maximum extent permitted by applicable law, and the remaining provisions of thisAgreement willcontinue in full force and effect.

10.5. Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement orany of its rights or obligations hereunder, either voluntarily or by operation of law, without theprior 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'sconsent in the event of any successor or assign that has acquired all, or substantially all, of theassigning 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, andinsures solely to the benefit of the Parties hereto and their respective permitted successors andassigns; there are no third—partybeneficiaries to this Agreement.

10.7. Notice. Other than routine administrative communications, which may be exchanged bythe Parties via email or other means, all notices, consents, and approvals hereunder shall be inwriting and shall be deemed to have been given upon: (a) personal delivery; (b) the day ofreceipt, 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. PostalService, First Class, postage prepaid, return receipt requested; or (cl) sending by email, withconfirmed receipt from the receiving party. Either Party may provide the other with notice of achange in mailing or email address in which case the mailing or email address, as applicable, forthat Party will be deemed to have been amended.

10.8. Force Majeure. Any delay in the performance by either Party hereto of its obligationshereunder shall be excused when such delay in performance is due to any cause or event of anynature 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 serviceattack; 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 withintwenty (20) days after occurrence of such cause or event.

10.9. Choice of Law and Jurisdiction. ThisAgreement shall be governed by and interpreted under thelaws of the State of Minnesota, without reference to the State's principles of conflicts of law. TheParties 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 thisAgreement, and supersedes any and all prior oral and written understandings, quotations,communications, and agreements. Granicus and Client agree that any and all Orders or SOWsare incorporated herein by this reference. In the event of possible conflict or inconsistencybetween such documents, the conflict or inconsistency shall be resolved by giving precedence inthe following order: (1) the terms of this Agreement; (2) Orders; (3) all other SOWs or otherpurchase documents; (4) Granicus response to Client's request for RFI,RFP, RFQ;and (5) Client'sRFI, RFP, RFQ. lf Client issues a purchase order, Granicus hereby rejects any additional orconflicting terms appearing on the purchase order or any other ordering materials submitted byClient. 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 correspondingpurchase order information (including a purchase order number) to Granicus upon the creationof such a purchase order. Client agrees that a failure to provide Granicus with the correspondingpurchase 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. lnjunctive 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.

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